UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-K

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

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

	For the fiscal year ended: December 31, 2024

	OR

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

For the fiscal year ended: December 31, 2023

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

Commission file number: 0-30786

Video River Networks, Inc. (Exact name of registrant as specified in its Charter)

(Exact name of registrant as specified in its Charter)

Nevada		87-0627349
(State or other jurisdiction of incorporation or organization)		(I.R.S. Employer Identification No.)

370 Amapola Ave., Suite 200A
Torrance, California		90501
(Address of principal executive offices)		(Zip Code)

Nevada		87-0627349
(State or other jurisdiction of incorporation or organization)		(I.R.S. Employer Identification No.)

370 Amapola Ave., Suite 200A
Torrance, California		90501
(Address of principal executive offices)		(Zip Code)

Registrant’s telephone number including area code: (1) 310-895-1839

Nighthawk Systems, Inc.

(Former name or former address, if changed since last report)

Securities registered pursuant to Section 12(b) of the Act: None

Securities registered pursuant to Section 12(g) of the Act: COMMON STOCK, $0.001 PAR VALUE

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

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

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

Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T (Section 232.405 of this chapter) during the preceding 12 months (or such shorter period that the registrant was required to submit and post such files. Yes ☒ 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. ☐

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, or a non-accelerated filer. See definition of “accelerated filer” and “larger accelerated filer” in Rule 12b-2 of the Exchange Act.

Large Accelerated Filer ☐ Accelerated Filer ☐ Non-Accelerated Filer ☒ Emerging growth company ☒ Smaller reporting company ☒

Emerging growth company ☒ Smaller reporting company ☒

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

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

Yes ☐ No ☒

If securities are registered pursuant to Section 12(b) of the Act, indicate by check mark whether the financial statements of the registrant included in the filing reflect the correction of an error to previously issued financial statements. ☐

Indicate by check mark whether any of those error corrections are restatements that required a recovery analysis of incentive-based compensation received by any of the registrant’s executive officers during the relevant recovery period pursuant to §240.10D-1(b). ☐

State the aggregate market value of the voting and non-voting common equity held by non-affiliates computed by reference to the price at which the common equity was sold, or the average bid and asked price of such common equity, as of a specified date within the past 60 days:

As of March 1110, ~~2024~~2025, the aggregate market value of the Registrant’s voting and non-voting stock held by non-affiliates of the Registrant was approximately $838,371 using the average bid and ask price on that day of $0.0130 and a public float of 144,546,809 shares.

As of December 31, ~~2023~~2024, the aggregate market value of the Registrant’s voting and non-voting stock held by non-affiliates of the Registrant was approximately $1,806,835 using the average bid and ask price on that day of $0.0125 and a public float of 144,546,809 shares.

As at March 1110, ~~2024~~2025, the number of shares of common stock issued and outstanding was 182,370,497.

As at December 31, ~~2023~~2024, the number of shares of common stock issued and outstanding was 182,370,497.

DOCUMENTS INCORPORATED BY REFERENCE

None.

VIDEO RIVER NETWORKS, INC.

FORM 10-K

TABLE OF CONTENTS

		Page
	PART I
Item 1	Business	4
Item 1A	Risk Factors	21
Item 2	Properties	44
Item 1B	Unresolved Staff Comments	45
Item 3	Legal Proceedings	44
Item 1C	Cybersecurity	45
Item 4	Mine Safety Disclosures.	44
Item 2	Properties	46
Item 3	Legal Proceedings	46
Item 4	Mine Safety Disclosures.	46
	PART II
Item 5	Market for Registrant’s Common Equity and Related Stockholder Matters	4547
Item 6	Selected Financial Data	4748
Item 7	Management’s Discussion and Analysis of Financial Condition and Results of Operation	4748
Item 8	Financial Statements and Supplementary Data	6265
Item 9	Changes in and Disagreements with Accountants on Accounting and Financial Disclosure	6567
Item 9A	Controls and Procedures	6567
Item 9B	Other Information	6668
	PART III
Item 10	Directors and Executive Officers and Corporate Governance	6769
Item 11	Executive Compensation	7073
Item 12	Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters	7275
Item 13	Certain Relationships and Related Transactions, and Director Independence	7375
Item 14	Principal Accountant Fees and Services	7678
	PART IV
Item 15	Exhibits and Financial Statement Schedules	7679
Signatures		7780
Exhibit		7679

Cautionary Statement Regarding Forward Looking Statements

The discussion contained in this Annual Report on Form 10-K (“Annual Report”) contains “forward-looking statements” within the meaning of Section 27A of the United States Securities Act of 1933, as amended, or the Securities Act, and Section 21E of the United States Securities Exchange Act of 1934, as amended, or the Exchange Act. Any statements about our expectations, beliefs, plans, objectives, assumptions or future events or performance are not historical facts and may be forward-looking. These statements are often, but not always, made through the use of words or phrases like “anticipate,” “estimate,” “plans,” “projects,” “continuing,” “ongoing,” “target,” “expects,” “management believes,” “we believe,” “we intend,” “we may,” “we will,” “we should,” “we seek,” “we plan,” the negative of those terms, and similar words or phrases. We base these forward-looking statements on our expectations, assumptions, estimates and projections about our business and the industry in which we operate as of the date of this Annual Report. These forward-looking statements are subject to a number of risks and uncertainties that cannot be predicted, quantified or controlled and that could cause actual results to differ materially from those set forth in, contemplated by, or underlying the forward-looking statements. Statements in this Annual Report describe factors, among others, that could contribute to or cause these differences. Actual results may vary materially from those anticipated, estimated, projected or expected should one or more of these risks or uncertainties materialize, or should underlying assumptions prove incorrect. Because the factors discussed in this Annual Report could cause actual results or outcomes to differ materially from those expressed in any forward-looking statement made by us or on our behalf, you should not place undue reliance on any such forward-looking statement. New factors emerge from time to time, and it is not possible for us to predict which will arise. In addition, we cannot assess the impact of each factor on our business or the extent to which any factor, or combination of factors, may cause actual results to differ materially from those contained in any forward-looking statement. Except as required by law, we undertake no obligation to publicly revise our forward-looking statements to reflect events or circumstances that arise after the date of this Annual Report or the date of documents incorporated by reference herein that include forward-looking statements.

PART I

ITEM 1 BUSINESS

When we use the terms “NIHK,” “we,” “us,” “our,” and “the company,” we mean Video River Networks, Inc., a Nevada corporation.

Business Overview

Video River Networks, Inc. is a technology holding firm that operates and manages a portfolio of Electric Vehicles, Artificial Intelligence, Machine Learning and Robotics (“EV-AI-ML-R”) assets, businesses and operations in North America. The Company’s current and target portfolio businesses and assets include operations that design, develop, manufacture and sell high-performance fully electric vehicles and design, manufacture, install and sell Power Controls, Battery Technology, Wireless Technology, and Residential utility meters and remote, mission-critical devices mostly engineered through Artificial Intelligence, Machine Learning and Robotic technologies NIHK’s current technology-focused business model is a result of our board resolution on September 15, 2020 to spin-in/off our specialty real estate holding business to an operating subsidiary and then pivot back to being a technology company. The Company has now returned back to its original technology-focused businesses of Power Controls, Battery Technology, Wireless Technology, and Residential utility meters and remote, mission-critical devices. Prior to September 15, 2020, NIHK used to be a specialty real estate firm, focuses on the acquisition, ownership, and management of specialized industrial properties. Prior to its real estate business model, the Company Power Controls Division has used wireless technology to control both residential utility meters and remote, mission-critical devices since 2002.

Corporate History

Video River Networks, Inc. (“NIHK,” “PubCo” or “Company”), previously known as Nighthawk Systems Inc., a Nevada corporation, used to be a provider of wireless and IP-based control solutions for the utility and hospitality industries. Since 2002, the Company’s Power Controls Division has used wireless technology to control both residential utility meters and remote, mission-critical devices. The Set Top Box Division, acquired in October 2007, enables hotels to provide in-room high definition television (“HDTV”) broadcasts, integrated with video-on-demand, and customized guest services information.

On August 14, 2009, the Company filed Form 15D, Suspension of Duty to Report, and as a result, the Company was not required to file any SEC forms since August 14, 2009.

On October 29, 2019, Video River Networks, Inc. sold one (1) Special 2019 series A preferred share (one preferred share is convertible 150,000,000 share of common stocks) of the company for an agreed upon purchase price to Community Economic Development Capital LLC, (“CED Capital”) a California limited liability company CED. The Special preferred share controls 60% of the company’s total voting rights and thus, gave to CED Capital the controlling vote power to control and dominate the affairs of the company theretofor. Upon the closing of the transaction, the business of CED Capital was merged into the Company and CED Capital became a wholly owned subsidiary of the Company.

Following the completion of above mentioned transactions, the Company added CED Capital real estate business operation to the company’s business portfolio. CED Capital is a specialty real estate holding company for specialized assets including, affordable housing, opportunity zones properties, medical real estate investments, industrial and commercial real estate, and other real estate related services.

On September 15, 2020, the Company spun-off its specialty real estate holding business to an operating subsidiary and then pivot back to being a technology company. A spin-off transaction Kid Castle Educational Corporation, a company related to, and controlled by, our President and CEO, in a stock purchase agreement with respect to the private placement of 900,000 shares of Kid Castle preferred stock at a purchase price of $3 in cash and a transfer of 100% interest in, and control of, Community Economic Development Capital, LLC (a California Limited Liability Company). The shares were issued to NIHK without registration under the Securities Act of 1933 based upon exemptions from registration provided under Section 4(2) of the Act and Regulation D promulgated thereunder. As at the time of this transaction, all three businesses involved in the transaction were controlled by Mr. Frank I Igwealor. Because both the buyer and seller in the above acquisitions were under the control of the same person, the transaction was classified as “common control transaction and therefore fall under “Transactions Between Entities Under Common Control” subsections of ASC 805-50. Based on the September 15, 2020 transaction, NIHK thereinafter controls approximately 55% of the voting shares of Kid Castle Educational Corporation.

Subsequent to the above spinoff, the Company has now returned back to its original technology-focused businesses of Power Controls, Battery Technology, Wireless Technology, and Residential utility meters and remote, mission-critical devices in addition to a primary focus of building a portfolio businesses and assets and operations that source, design, develop, manufacture and distribute affordable, high-performance fully electric vehicles in North America.

Going forward, the Company intends to focus its business model to operate and manage a portfolio of Electric Vehicles, Artificial Intelligence, Machine Learning and Robotics (“EV-AI-ML-R”) assets, businesses and operations in addition to its Power Controls, Battery Technology, Wireless Technology, and Residential utility meters and remote, mission-critical devices businesses in North America.

On December 21, 2020 the Company filed as S-1 to raise $10 million by offering one (1) million shares of its Class B common stock. The Company intends to use the proceeds from the offering to: (1) acquire an Electric Vehicle manufacturer; or (2) capitalize our planned Electric Vehicle sourcing, designing, manufacturing and distribution operations. As at the date of this filing, the company is yet to start selling shares of its Class B common stock.

Following the change of control transaction listed above, the Company appointed Mr. Frank I Igwealor as President and CEO. Our corporate office is located at 370 Amapola Ave., Suite 200A, Torrance, California 90501. Our telephone number is (310) 895-1839

As of December 31, ~~2023~~2024, we had no W-2 employee, but three of our officers and directors provide all the services without pay until we formally enter into employment contract with them as full-time employees.

Our Business Objectives and Growth Strategies

Our principal business objective is to maximize stockholder returns through a combination of (1) acquisitions and rollups, (2) attracting sustainable long-term growth in cash flows from acquired assets, increased rents from real estate, which we hope to pass on to stockholders in the form of increased distributions, and (3) potential long-term appreciation in the value of our assets and properties from capital gains upon future sale.

General – Electric Vehicles (EV) Business

The Company’s Electric Vehicles (EV) business model is a newly created business model created in the 3rd quarter of 2020, for the purpose of effecting a merger, recapitalization, asset acquisition, stock purchase, reorganization or similar Business acquisition with one or more EV manufacturers and related businesses through our EV Business acquisition plan. We have not selected any specific EV Business acquisition target and we have not, nor has anyone on our behalf, initiated any substantive discussions, directly or indirectly, with any EV Business acquisition target. We have generated minimal revenues to date and we do not expect that we will generate significant operating revenues at the earliest until we consummate our initial EV Business acquisition. While we may pursue an acquisition opportunity in the Electric Vehicles, Artificial Intelligence, Machine Learning and Robotics (“EV-AI-ML-R”) industry or sector, we intend to focus on: (1) businesses that source, design, develop, manufacture and distribute high-performance, affordable and fully electric vehicles; and (2) businesses that design, manufacture, install and sell Power Controls, Battery Technology, Wireless Technology, and Residential utility meters and remote, mission-critical devices mostly engineered using Artificial Intelligence, Machine Learning and Robotic technologies.

Our management team is comprised of two business professionals that have a broad range of experience in executive leadership, strategy development and implementation, operations management, financial policy and corporate transactions. Our management team members have worked together in the past, at Goldstein Franklin, Inc. and other firms as executive leaders and senior managers spearheading turnarounds, rollups and industry-focused consolidation while generating shareholder value for many for investors and stakeholders.

We believe that our management team is well positioned to identify acquisition opportunities in the marketplace. Our management team’s industry expertise, principal investing transaction experience and business acumen will make us an attractive partner and enhance our ability to complete a successful Business acquisition. Our management believes that its ability to identify and implement value creation initiatives has been an essential driver of past performance and will remain central to its differentiated acquisition strategy.

Although our management team is well positioned and have experience to identify acquisition opportunities in the marketplace, past performance of our management team is not a guarantee either (i) of success with respect to any EV Business acquisition we may consummate or (ii) that we will be able to identify a suitable candidate for our initial EV Business acquisition. You should not rely on the historical performance record of our management team as indicative of our future performance. Additionally, in the course of their respective careers, members of our management team have been involved in businesses and deals that were unsuccessful. Our officers and directors have not had management experience with EV companies in the past.

Our Business Plan

Returning back to its foremost business model of technology focused operations, Video River Networks, Inc. (the “Company”), a technology firm intends to operate and manage a portfolio of Electric Vehicles, Artificial Intelligence, Machine Learning and Robotics (“EV-AI-ML-R”) assets, businesses and operations in North America. The Company’s current targeted portfolio businesses include those that source, design, develop, manufacture and distribute high-performance, affordable and fully electric vehicles; and design, manufacture, install and sell Power Controls, Battery Technology, Wireless Technology, and Residential utility meters and remote, mission-critical devices mostly engineered using Artificial Intelligence, Machine Learning and Robotic technologies.

Our current technology-focused business model was a result of our board resolution on September 15, 2020 to spin-in our specialty real estate holding business to an operating subsidiary and then pivot back to being a technology company. The Company has now returned back to its original technology-focused businesses of Power Controls, Battery Technology, Wireless Technology, and Residential utility meters and remote, mission-critical devices. In addition to above list, the Company intends to spread its wings into the Electric Vehicles, Artificial Intelligence, Machine Learning and Robotics (“EV-AI-ML-R”) businesses/markets, targeting acquisition, ownership and operation of acquired EV-AI-ML-R businesses or portfolio of EV-AI-ML-R businesses.

Video River Networks, Inc., prior to September 15, 2020, used to be a specialty real estate holding company, focuses on the acquisition, ownership, and management of specialized industrial properties. The Company’s real estate business objective is to maximize stockholder returns through a combination of (1) distributions to our stockholders, (2) sustainable long-term growth in cash flows from increased rents, which we hope to pass on to stockholders in the form of increased distributions, and (3) potential long-term appreciation in the value of our properties from capital gains upon future sale. As a real estate holding company, the Company is engaged primarily in the ownership, operation, management, acquisition, development and redevelopment of predominantly multifamily housing and specialized industrial properties in the United States.

Having partially freed itself from the day-to-day operation of the real estate operations, the Company now returns to its technology root with a primary purpose of acquiring Electric Vehicles manufacturer or doing a joint venture (JV) with Electric Vehicles businesses that source, design, develop, manufacture and distribute high-performance, affordable and fully electric vehicles; and design, manufacture, install and sell Power Controls, Battery Technology, Wireless Technology, and Residential utility meters and remote, mission-critical devices mostly engineered using Artificial Intelligence, Machine Learning and Robotic technologies.

Business Strategy and Deal Origination

We have not finalized an acquisition target yet, but making progress in identifying several potential candidates from which we intend to pick those that meet our criteria for acquisition. Our acquisition and value creation strategy will be to identify, acquire and, after our initial EV Business acquisition, build an EV company that source, design, develop, manufacture and distribute high-performance, affordable and fully electric vehicles that suit the experience of our management team and can benefit from their operational expertise. Our Business acquisition strategy will leverage our management team’s network of potential transaction sources, where we believe a combination of our relationships, knowledge and experience could effect a positive transformation or augmentation of existing businesses to improve their overall value proposition.

Our management team’s objective is to generate attractive returns and create value for our shareholders by applying our disciplined strategy of underwriting intrinsic worth and implementing changes after making an acquisition to unlock value. While our approach is focused on the EV-AI-ML-R industries where we have differentiated insights, we also have successfully driven change through a comprehensive value creation plan framework. We favor opportunities where we can accelerate the target’s growth initiatives. As a management team we have successfully applied this approach over approximately 16 years and have deployed capital successfully in a range of market cycles.

We plan to utilize the network and Finance industry experience of our Chief Executive Officer and our management team in seeking an initial EV Business acquisition and employing our Business acquisition strategy described below. Our CEO is a top financial professional with designations that include, CPA, CMA, and CFM. He’s very knowledgeable in the fields of corporate law, real estate, lending, turnarounds and restructuring. Over the course of their careers, the members of our management team have developed a broad network of contacts and corporate relationships that we believe will serve as a useful source of EV acquisition opportunities. This network has been developed through our management team’s extensive experience:

	●	investing in and operating a wide range of businesses;

	●	growing brands through repositioning, increasing household penetration and geographic expansion; expanding into new distribution channels, such as e-Commerce, in an increasingly omni-channel world;

	●	identifying lessons learned and applying solutions across product portfolios and channels;

	●	sourcing, structuring, acquiring, operating, developing, growing, financing and selling businesses;

	●	developing relationships with sellers, financing providers, advisors and target management teams; and

	●	executing transformational transactions in a wide range of businesses under varying economic and financial market conditions.

In addition, drawing on their extensive investing and operating experience, our management team anticipates tapping four major sources of deal flow:

	●	directly identifying potentially attractive undervalued situations through primary research into EV industries and companies;

	●	receiving information from our management team’s global contacts about a potentially attractive situation;

	●	leads from investment bankers and advisors regarding businesses seeking a combination or added value that matches our strengths; and

	●	inbound opportunities from a company or existing stakeholders seeking a combination, including corporate divestitures.

We expect this network will provide our management team with a robust flow of EV acquisition opportunities. In addition, we anticipate that target EV Business candidates will be brought to our attention by various unaffiliated sources, which may include investment market participants, private equity groups, investment banking firms, consultants, accounting firms and large business enterprises. Upon completion of this offering, members of our management team will communicate with their network of relationships to articulate the parameters for our search for a target company and a potential Business acquisition and begin the process of pursuing and reviewing potential leads.

Acquisition/Business acquisition Criteria

Consistent with this strategy, we have identified the following general criteria and guidelines that we believe are important in evaluating prospective target EV businesses. We will use these criteria and guidelines in evaluating acquisition opportunities. While we intend to acquire EV companies that we believe exhibit one or more of the following characteristics, we may decide to enter into our initial EV Business acquisition with a target EV business that does not meet these criteria and guidelines. We intend to acquire EV companies that source, design, develop, manufacture and distribute high-performance, affordable and fully electric vehicles:

● have potential for significant growth, or can act as an attractive EV acquisition platform, following our initial EV Business acquisition; ● have demonstrated market segment, category and/or cost leadership and would benefit from our extensive network and insights; ● provide operational platform and/or infrastructure for variety of EV models and/or services, with the potential for revenue, market share, footprint and/or distribution improvements; ● are at the forefront of EV evolution around changing consumer trends; ● offer marketing, pricing and product mix optimization opportunities across distribution channels; ● are fundamentally sound companies that could be underperforming their potential and/or offer compelling value; ● offer the opportunity for our management team to partner with established target management teams or business owners to achieve long-term strategic and operational excellence, or, in some cases, where our access to accomplished executives and the skills of the management of identified targets warrants replacing or supplementing existing management; ● exhibit unrecognized value or other characteristics, desirable returns on capital and a need for capital to achieve the company’s growth strategy, that we believe have been misevaluated by the marketplace based on our analysis and due diligence review; and ● will offer an attractive risk-adjusted return for our shareholders.

● exhibit unrecognized value or other characteristics, desirable returns on capital and a need for capital to achieve the company’s growth strategy, that we believe have been misevaluated by the marketplace based on our analysis and due diligence review; and ● will offer an attractive risk-adjusted return for our shareholders.

These criteria are not intended to be exhaustive. Any evaluation relating to the merits of a particular initial EV Business acquisition may be based, to the extent relevant, on these general guidelines as well as other considerations, factors and criteria that our management may deem relevant. In the event that we decide to enter into our initial EV Business acquisition with a target EV Business that does not meet the above criteria and guidelines, we will disclose that the target EV Business does not meet the above criteria in our shareholder communications related to our initial EV Business acquisition.

Acquisition/Business acquisition Process

In evaluating a prospective target EV business, we expect to conduct a thorough due diligence review that will encompass, among other things, meetings with incumbent management and employees, document reviews, inspection of EV manufacturing facilities, as well as a review of financial and other information. We will also utilize our operational and capital allocation experience.

In order to execute our business strategy, we intend to:

Assemble a team of EV industry and financial experts: For each potential transaction, we intend to assemble a team of EV industry and financial experts to supplement our management’s efforts to identify and resolve key issues facing a target EV Business. We intend to construct an operating and financial plan that optimizes the potential to grow shareholder value. With extensive experience investing in both healthy and underperforming businesses, we expect that our management will be able to demonstrate to the target EV business and its stakeholders that we have the resources and expertise to lead the combined company through complex and potentially turbulent market conditions and provide the strategic and operational direction necessary to grow the business in order to maximize cash flows and improve the overall strategic prospects for the company.

Conduct rigorous research and analysis: Performing disciplined, fundamental research and analysis is core to our strategy, and we intend to conduct extensive due diligence to evaluate the impact that a transaction may have on a target EV Business.

Business acquisition driven by trend analysis: We intend to understand the underlying purchase and industry behaviors that would enhance a potential transaction’s attractiveness. We have extensive experience in identifying and analyzing evolving industry and consumer trends, and we expect to perform macro as well as bottoms-up analysis on consumer and industry trends.

Acquire the target company at an attractive price relative to our view of intrinsic value: Combining rigorous analysis as well as input from industry and financial experts, our management team intends to develop its view of the intrinsic value of a potential Business acquisition. In doing so, our management team will evaluate future cash flow potential, relative industry valuation metrics and precedent transactions to inform its view of intrinsic value, with the intention of creating a Business acquisition at an attractive price relative to its view of intrinsic value.

Implement operational and financial structuring opportunities: Our management team has the ability to structure and execute a Business acquisition that will establish a capital structure that will support the growth in shareholder value and give it the flexibility to grow organically and/or through strategic acquisitions. We intend to also develop and implement strategies and initiatives to improve the business’ operational and financial performance and create a platform for growth.

Seek strategic acquisitions and divestitures to further grow shareholder value: Our management team intends to analyze the strategic direction of the company, including evaluating potential non-core asset sales to create financial and/or operational flexibility for the company to engage in organic and/or inorganic growth. Our management team intends to evaluate strategic opportunities and chart a clear path to take the EV business to the next level after the Business acquisition.

After the initial EV Business acquisition, our management team intends to apply a rigorous approach to enhancing shareholder value, including evaluating the experience and expertise of incumbent management and making changes where appropriate, examining opportunities for revenue enhancement, cost savings, operating efficiencies and strategic acquisitions and divestitures and developing and implementing corporate strategies and initiatives to improve profitability and long-term value. In doing so, our management team anticipates evaluating corporate governance, opportunistically accessing capital markets and other opportunities to enhance liquidity, identifying acquisition and divestiture opportunities and properly aligning management and board incentives with growing shareholder value. Our management team intends to pursue post-merger initiatives through participation on the board of directors, through direct involvement with company operations and/or calling upon a stable of former managers and advisors when necessary.

Strategic Approach to Management. We intend to approach the management of a company as strategy consultants would. This means that we approach business with performance-based metrics based on strategic and operational goals, both at the overall company level and for specific divisions and functions.

Corporate Governance and Oversight. Active participation as board members can include many activities ranging from conducting monthly or quarterly board meetings to chairing standing (compensation, audit or investment committees) or special committees, replacing or supplementing company management teams when necessary, adding outside directors with industry expertise which may or may not include members of our own board of directors, providing guidance on strategic and operational issues including revenue enhancement opportunities, cost savings, brand repositioning, operating efficiencies, reviewing and testing annual budgets, reviewing acquisitions and divestitures and assisting in the accessing of capital markets to further optimize financing costs and fund expansion.

Direct Operational Involvement. Our management team members, through ongoing board service, intend to actively engage with company management. These activities may include: (i) establishing an agenda for management and instilling a sense of accountability and urgency; (ii) aligning the interest of management with growing shareholder value; (iii) providing strategic planning and management consulting assistance, particularly in regards to re-invested capital and growth capital in order to grow revenues, achieve more optimal operating scale or eliminate costs; (iv) establishing measurable key performance metrics; and (v) complementing product lines and brands while growing market share in attractive market categories. These skill sets will be integral to shareholder value creation.

M&A Expertise and Add-On Acquisitions. Our management team has expertise in identifying, acquiring and integrating synergistic, margin-enhancing and transformational businesses. We intend to, wherever possible, utilize M&A as a strategic tool to strengthen the financial profile of an EV business we acquire, as well as its competitive positioning. We would seek to enter into accretive Business acquisitions where our management team or an acquired company’s management team can seamlessly transition to working together as one organization and team.

Access to Portfolio Company Managers and Advisors. Through their combined 32+ year history of investing in and controlling businesses, our management team members have developed strong professional relationships with former company managers and advisors. When appropriate, we intend to bring in outside directors, managers or consultants to assist in corporate governance and operational turnaround activities. The use of supplemental advisors should provide additional resources to management to address time intensive issues that may be delaying an organization from realizing its full potential shareholder returns.

Our acquisition criteria, due diligence processes and value creation methods are not intended to be exhaustive. Any evaluation relating to the merits of a particular initial EV Business acquisition may be based, to the extent relevant, on these general guidelines as well as other considerations, factors and criteria that our management may deem relevant. In the event that we decide to enter into our initial EV Business acquisition with a target EV Business that does not meet the above criteria and guidelines, we will disclose that the target EV Business does not meet the above criteria in our shareholder communications related to our initial EV Business acquisition, which, as discussed in this prospectus, would be in the form of tender offer documents or proxy solicitation materials that we would file with the SEC.

Sourcing of Potential Business acquisition Targets

We believe that the operational and transactional experience of our management team and their respective affiliates, and the relationships they have developed as a result of such experience, will provide us with a substantial number of potential Business acquisition targets. These individuals and entities have developed a broad network of contacts and corporate relationships around the world. This network has grown through sourcing, acquiring and financing businesses and maintaining relationships with sellers, financing sources and target management teams. Our management team members have significant experience in executing transactions under varying economic and financial market conditions. We believe that these networks of contacts and relationships and this experience will provide us with important sources of investment opportunities. In addition, we anticipate that target EV Business candidates may be brought to our attention from various unaffiliated sources, including investment market participants, private equity funds and large business enterprises seeking to divest noncore assets or divisions.

Other Acquisition Considerations

We are not prohibited from pursuing an initial EV Business acquisition with a company that is affiliated with our sponsor, officers or directors. In the event we seek to complete our initial EV Business acquisition with a company that is affiliated with our officers or directors, we, or a committee of independent directors, will obtain an opinion from an independent investment banking firm or another independent firm that commonly renders valuation opinions for the type of company we are seeking to acquire or an independent accounting firm that our initial EV Business acquisition is fair to our company from a financial point of view.

Unless we complete our initial EV Business acquisition with an affiliated entity, or our Board of Directors cannot independently determine the fair market value of the target EV Business or businesses, we are not required to obtain an opinion from an independent investment banking firm, another independent firm that commonly renders valuation opinions for the type of company we are seeking to acquire or from an independent accounting firm that the price we are paying for a target is fair to our company from a financial point of view. If no opinion is obtained, our shareholders will be relying on the business judgment of our Board of Directors, which will have significant discretion in choosing the standard used to establish the fair market value of the target or targets, and different methods of valuation may vary greatly in outcome from one another. Such standards used will be disclosed in our tender offer documents or proxy solicitation materials, as applicable, related to our initial EV Business acquisition.

Members of our management team may directly or indirectly own our ordinary shares and/or private placement warrants following this offering, and, accordingly, may have a conflict of interest in determining whether a particular target EV Business is an appropriate business with which to effectuate our initial EV Business acquisition. Further, each of our officers and directors may have a conflict of interest with respect to evaluating a particular Business acquisition if the retention or resignation of any such officers and directors was included by a target EV Business as a condition to any agreement with respect to our initial EV Business acquisition.

In the future any of our directors and our officers may have additional, fiduciary or contractual obligations to other entities pursuant to which such officer or director is or will be required to present acquisition opportunities to such entity. Accordingly, subject to his or her fiduciary duties, if any of our officers or directors becomes aware of an acquisition opportunity which is suitable for an entity to which he or she has then current fiduciary or contractual obligations, he or she will need to honor his or her fiduciary or contractual obligations to present such acquisition opportunity to such entity, and only present it to us if such entity rejects the opportunity. We do not believe, however, that any fiduciary duties or contractual obligations of our directors or officers would materially undermine our ability to complete our Business acquisition.

Real Estate strategy

Our Real Estate strategy includes the following components:

	●	*Owning Specialized Real Estate Properties and Assets for Income.* We intend to primarily acquire economic development real estates, and multifamily housing properties. We expect to hold acquired properties for investment and to generate stable and increasing rental income from leasing these properties to licensed growers.

	●	*Owning Specialized Real Estate Properties and Assets for Appreciation.* We intend to primarily lease our acquired properties under long-term, triple-net leases. However, from time to time, we may elect to sell one or more properties if we believe it to be in the best interests of our stockholders. Accordingly, we will seek to acquire properties that we believe also have potential for long-term appreciation in value.

	●	*Affordable Housing.* Our motto is: “acquire distressed/troubled properties, secure generous government subsidies, empower low-income families, and generate above-market returns to investors.”

	●	*Preserving Financial Flexibility on our Balance Sheet.* We intend to maintain a conservative capital structure, in order to provide us flexibility in financing our growth initiatives.

As of December 31, ~~2023~~2024, we owned zero investment property in California. We expect to restart real estate purchase rehab business once we are satisfied about the directions of the interest rates for the near future. On the multifamily properties, we believe and plan for an intense focus on operations is necessary to realize consistent, sustained earnings growth. Ensuring tenants’ satisfaction, increasing rents as market conditions allow, maximizing rent collections, maintaining property occupancy at optimal levels, and controlling operating costs comprise our principal strategies to maximize property financial results. We believe a web-based property management and revenue management systems strengthen on-site operations and allow us to quickly adjust rental rates as local market conditions change. Lease terms are generally staggered based on vacancy exposure by property type so lease expiration are matched to each property’s seasonal rental patterns. We generally offer leases ranging from twelve to fifteen months with individual property marketing plans structured to respond to local market conditions. In addition, we conduct ongoing customer service surveys to help ensure timely response to tenants’ changing needs and a high level of satisfaction.

Our Affordable Housing Target Markets

Our multifamily affordable housing target market is focused on urban and suburban neighborhoods in California, Nevada and Maryland and other highly urbanized states. We are also open to acquiring properties in opportunity zone multifamily properties that includes most urban neighborhoods of the United States, including underserved suburbs of major cities across the country.

Research Driven Approach to Investments – The Company believes that successful real estate investment decisions and portfolio growth begin with extensive regional economic research and local market knowledge. The Company continually assesses markets where the Company operates, as well as markets where the Company considers future investment opportunities by evaluating markets and focusing on the following strategic criteria:

●	Major metropolitan areas that have regional population in excess of one million;

●	Constraints on new supply driven by: (i) low availability of developable land sites where competing housing could be economically built; (ii) political growth barriers, such as protected land, urban growth boundaries, and potential lengthy and expensive development permit processes; and (iii) natural limitations to development, such as mountains or waterways;

●	Rental demand enhanced by affordability of rents relative to costs of for-sale housing; and

●	Housing demand based on job growth, proximity to jobs, high median incomes and the quality of life including related commuting factors.

Recognizing that all real estate markets are cyclical, the Company regularly evaluates the results of its regional economic, and local market research, and adjusts the geographic focus of its portfolio accordingly. The Company seeks to increase its portfolio allocation in markets projected to have the strongest local economies and to decrease allocations in markets projected to have declining economic conditions. Likewise, the Company also seeks to increase its portfolio allocation in markets that have attractive property valuations and to decrease allocations in markets that have inflated valuations and low relative yields.

Multifamily Property Operations – The Company intends to manage a portfolio of multifamily properties by focusing on activities that may generate above-average rental growth, tenant retention/satisfaction and long-term asset appreciation. The Company intends to achieve this by utilizing the strategies set forth below:

●	Property Management – Oversee delivery and quality of the housing provided to our tenants and manage the properties financial performance.

●	Capital Preservation – The Company’s asset management services are responsible for the planning, budgeting and completion of major capital improvement projects at the Company’s multifamily properties.

●	Business Planning and Control – Comprehensive business plans are implemented in conjunction with significant investment decisions. These plans include benchmarks for future financial performance based on collaborative discussions between on-site managers, the operations leadership team, and senior management.

●	Development and Redevelopment – The Company focuses on acquiring and developing apartment multifamily properties in supply constrained markets, and redeveloping its existing multifamily properties to improve the financial and physical aspects of the Company’s multifamily properties.

Maintaining a Diversified Portfolio and Allocating Capital to Accretive Investment Opportunities.

We believe greater portfolio diversification, as defined by geographic concentration, location within a market (i.e., urban or suburban) and property quality (i.e., A or B), reduces the volatility of our same-store growth throughout the real estate cycle, appeals to a wider renter and investor audience and lessens the market risk associated with owning a homogenous portfolio.

We are focused on increasing our presence in markets with favorable job formation, high propensity to rent, low single-family home affordability, and a favorable demand/supply ratio for multifamily housing. Portfolio investment decisions consider internal analyses and third-party research.

Our operating focus is on balancing occupancy and rental rates to maximize our revenue while exercising tight cost control to generate the highest possible return to our shareholders. Revenue is maximized by attracting qualified prospects to our properties, cost-effectively converting these prospects into new tenants and keeping our tenants satisfied so they will renew their leases upon expiration. While we believe that it is our high-quality, well-located assets that bring our customers to us, it is the customer service and superior value provided by our on-site personnel that keeps them renting with us and recommending us to their friends.

We use technology to engage our tenants, stakeholder and customers in the way that they want to be engaged. Many of our tenants would utilize our web-based tenant portal and app which allows them to sign and renew their leases, review their accounts and make payments, provide feedback and make service requests on-line or with mobile devices.

Market Opportunity

The Industrial Real Estate Sub-Market

The industrial real estate sub-market continues to perform well in this real estate cycle. According to CBRE Group, Inc., the U.S. industrial property vacancy rate declined to 4.3% in the fourth quarter of 2018, reflecting the 35th consecutive quarter of positive net absorption. Nearly 30.0 million square feet of industrial real estate were absorbed in 2018, which resulted in the highest net asking rents since CBRE Group, Inc. began tracking this metric in 1989. We believe this supply/demand dynamic creates significant opportunity for owners of industrial facilities, particularly those focused on niche categories, as options are limited for tenants requiring specialized buildings. We intend to capitalize on this opportunity by purchasing and deploying specialized industrial real estate assets.

We believe this supply/demand dynamic creates significant opportunity for owners of industrial facilities, particularly those focused on niche categories, as options are limited for tenants requiring specialized buildings. We intend to capitalize on this opportunity by purchasing and deploying specialized industrial real estate assets.

Our Financing Strategy

As part of our plan to finance our activities, we utilize proceeds from debt and equity offerings and refinancing to extend maturities, pay down existing debt, fund development and redevelopment activities, and acquire rental properties. We use mortgage with reasonable terms on all our acquisitions.

We intend to meet our long-term liquidity needs through cash flow from operations and the issuance of equity and debt securities, including common stock, preferred stock and long-term notes. Where possible, we also may issue limited partnership interests in our Operating Partnership to acquire properties from existing owners seeking a tax-deferred transaction. We expect to issue equity and debt securities at times when we believe that our stock price is at a level that allows for the reinvestment of offering proceeds in accretive property acquisitions. We may also issue common stock to permanently finance properties that were previously financed by debt securities. However, we cannot assure you that we will have access to the capital markets at times and on terms that are acceptable to us. Our investment guidelines initially provide that our aggregate borrowings (secured and unsecured) will not exceed 50% of the cost of our tangible assets at the time of any new borrowing, subject to our board of directors’ discretion.

We may file a shelf registration statement, which would subsequently be declared effective by the SEC, which may permit us, from time to time, to offer and sell common stock, preferred stock, warrants and other securities to the extent necessary or advisable to meet our liquidity needs.

Portfolio Management

Our portfolio management strategy involves the allocation of investment capital to enhance rent growth and increase long-term capital values through portfolio design, emphasizing land value as well as location and submarket. We target geographic diversification in our portfolio in order to reduce the volatility of our rental revenue and to reduce the risk of undue concentration in any particular market. Similarly, we seek price point diversification by owning multifamily properties that offer properties at rents below those asked by competitive new building supply.

Acquisitions and Dispositions

Acquisitions and developments may be financed from various sources of capital, which may include retained cash flow, issuance of additional equity and debt, sales of properties and joint venture arrangements. In addition, the Company may acquire properties in transactions that include Operating Partnership (OP) Units as consideration for the acquired properties. Such transactions may, in certain circumstances, enable the sellers to defer, in whole or in part, the recognition of taxable income or gain that might otherwise result from the sales.

When evaluating potential acquisitions, we consider a wide variety of factors, including:

● whether it is located in a high barrier-to-entry market;

● population growth, cost of alternative housing, overall potential for economic growth and the tax and regulatory environment of the community in which the property is located;

● geographic location, including proximity to jobs, entertainment, transportation, and our existing communities which can deliver significant economies of scale;

● construction quality, condition and design of the property;

● current and projected cash flow of the property and the ability to increase cash flow;

● ability of the property’s projected cash flows to exceed our cost of capital;

● potential for capital appreciation of the property;

● ability to increase the value and profitability of the property through operations and redevelopment;

● terms of resident leases, including the potential for rent increases;

● occupancy and demand by tenants for properties of a similar type in the vicinity;

● prospects for liquidity through sale, financing, or refinancing of the property; and

● competition from existing multifamily communities and the potential for the construction of new multifamily properties in the area.

Our Acquisition Process and Underwriting Criteria

We identify property acquisition opportunities primarily through relationships developed over time by our officers with former borrowers, current joint venture partners, real estate investors and brokers. We are interested in acquiring the following types of properties:

● Class B or better properties with strong and stable cash flows in markets where we believe there exists opportunity for rental growth and further value creation; ● Class B or better properties that offer significant potential for capital appreciation through repositioning or rehabilitating the asset to drive rental growth;

● ~~Class B or better~~ properties ~~that offer significant potential for capital appreciation through repositioning or rehabilitating the asset to drive rental growth; ● properties~~ available at opportunistic prices providing an opportunity for a significant appreciation in value; and ● development of Class A properties in markets where we believe we can generate significant returns from the operation and if appropriate, sale of the development.

We regularly monitor our assets to increase the quality and performance of our portfolio. Factors we consider in deciding whether to dispose of a property include:

	●	current market price for an asset compared to projected economics for that asset;

	●	potential increases in new construction in the market area;

	●	areas with low job growth prospects;

	●	markets where we do not intend to establish a long-term concentration; and

	●	operating efficiencies.

Additionally, as part of our strategy, the Company purchases properties at various stages of occupancy and completion and may acquire land parcels to hold and/or sell as well as options to buy more land in the future. The Company may also seek to acquire properties by providing mezzanine financing/equity and/or purchasing defaulted or distressed debt that encumbers desirable properties.

The Company has done an extensive positioning planning of its future portfolio into urban and highly walkable, close-in suburban communities. The Company ~~targets~~would target properties and primarily located in markets and submarkets it believes will remain attractive long-term because they are primarily located in the urban and high-density suburban areas noted above.

Environmental, Social and Governance (“ESG”)

We endeavor to provide a richly diverse work environment that employs the highest performers, cultivates the best ideas and creates the widest possible platform for success. We are committed to elevating and supporting the core values of diversity and inclusion, “Total Well-Being” (which brings together physical, financial, career, social and community well-being into a cohesive whole), and environmental, social and governance (“ESG”), which includes sustainability and social responsibility, by actively engaging in these areas. Each member of the executive team maintains an annual goal related to these core values, which is evaluated by the Company’s Board of Trustees. Our goal is to create and sustain an inclusive environment where diversity will thrive, employees will want to work and tenants will want. We are committed to providing our employees with encouragement, guidance, time and resources to learn and apply the skills required to succeed in their jobs. We provide many classroom and on-line training courses to assist our employees in interacting with prospects and tenants as well as extensive training for our customer service specialists in maintaining our properties and improvements, equipment and appliances. We actively promote from within and many senior corporate and property leaders have risen from entry level or junior positions. We monitor our employees’ engagement by surveying them annually and find most employees say they are proud to work at the Company, value one another as colleagues, believe in our mission and values and feel their skills meet their job requirements.

We have a commitment to sustainability and consider the environmental impacts of our business activities. Sustainability and social responsibility are key drivers of our focus on creating the best properties for tenants operate, work and play. We have a dedicated in-house team that initiates and applies sustainable practices in all aspects of our business, including investment activities, development, property operations and property management activities. With its high density, multifamily housing is, by its nature, an environmentally friendly property type. Our recent acquisition and development activities have been primarily concentrated in pedestrian-friendly urban and close-in suburban locations near public transportation. When developing and renovating our properties, we strive to reduce energy and water consumption by investing in energy saving technology while positively impacting the experience of our tenants and the value of our assets. We continue to implement a combination of irrigation, lighting, HVAC and renewable energy improvements at our properties that will reduce energy and water consumption. For 2020, we continue to have an express company-wide goal for Total Well-Being, which includes enhanced ESG efforts. Employees, including our executives, will have their performance against our various Total Well-Being goals evaluated as part of our annual performance review process.

Buyouts of Joint Venture Partners

From time to time, we acquire our joint venture partner’s equity interest in projects and as a result, these properties are wholly-owned by us.

Risk Management

As of December 31, ~~2023~~2024, we owned ~~three~~zero properties. Historically, Wewe ~~embraced~~utilize portfolio diversification at acquisitions as our main risk management strategy. We ~~will~~would continue to diversify the investment size and location of our portfolio of properties in order to manage our portfolio-level risk. Over the long term, we intend that no single property will exceed 25% of our total assets and that no single tenant will exceed 30% of our total assets.

We expect that in some instances, single tenants will occupy our properties pursuant to triple-net lease arrangements in general and, therefore, the success of our investments will be materially dependent on the financial stability of these tenants. We expect the success of our future tenants, and their ability to make rent payments to us, to significantly depend on the projected growth and development of the applicable state market; as many of these state markets have a very limited history, and other state markets are still forming their regulations, issuing licenses and otherwise establishing the market framework, significant uncertainty exists as to whether these markets will develop in the way that we or our future tenants project.

We intend to evaluate the credit quality of our future tenants and any guarantors on an ongoing basis by reviewing, where available, the publicly filed financial reports, press releases and other publicly available industry information regarding our future tenants and any guarantors. In addition, we intend to monitor the payment history data for all of our future tenants and, in some instances, we monitor our future tenants by periodically conducting site visits and meeting with the tenants to discuss their operations. In many instances, we will generally not be entitled to financial results or other credit-related data from our future tenants. See the section “Risks Related to Our Business” under Item 1A, “Risk Factors.”

Corporate Information

We are an “emerging growth company,” as defined in Section 2(a) of the Securities Act of 1933, as amended, or the Securities Act, as modified by the Jumpstart Our Business Startups Act of 2012, or the JOBS Act. As such, we are eligible to take advantage of certain exemptions from various reporting requirements that are applicable to other public companies that are not “emerging growth companies” including, but not limited to, not being required to comply with the auditor attestation requirements of Section 404 of the Sarbanes-Oxley Act of 2002, or the Sarbanes-Oxley Act, reduced disclosure obligations regarding executive compensation in our periodic reports and proxy statements, and exemptions from the requirements of holding a non-binding advisory vote on executive compensation and shareholder approval of any golden parachute payments not previously approved. If some investors find our securities less attractive as a result, there may be a less active trading market for our securities and the prices of our securities may be more volatile.

In addition, Section 107 of the JOBS Act also provides that an “emerging growth company” can take advantage of the extended transition period provided in Section 7(a)(2)(B) of the Securities Act for complying with new or revised accounting standards. In other words, an “emerging growth company” can delay the adoption of certain accounting standards until those standards would otherwise apply to private companies. We intend to take advantage of the benefits of this extended transition period.

We will remain an emerging growth company until the earlier of (1) the last day of the fiscal year (a) following the fifth anniversary of the completion of this offering, (b) in which we have total annual gross revenue of at least $1.07 billion, or (c) in which we are deemed to be a large accelerated filer, which means the market value of our ordinary shares that is held by non-affiliates exceeds $700 million as of the prior June 30^th, and (2) the date on which we have issued more than $1.0 billion in non-convertible debt securities during the prior three-year period. References herein to “emerging growth company” shall have the meaning associated with it in the JOBS Act.

Plan of Operations

While our major focus is to find, acquire and manage an EV business, our real estate portfolio is still alive and figures in our plan of operation. As at December 31, ~~2023~~2024, we have zero available-for-sale real estate properties.

The Company will continue to evaluate its projected expenditures relative to its available cash and to seek additional means of financing in order to satisfy the Company’s working capital and other cash requirements.

Upon completion of the acquisition of an Electric Vehicles manufacturer or doing a joint venture (JV) with Electric Vehicles businesses that source, design, develop, manufacture and distribute high-performance, affordable and fully electric vehicles, our strategy will subsequently include distribution of the electric vehicles and related product lines to retailers and consumers across North America.

Summary of Risk Factors

This offering involves substantial risk. Our ability to execute our business strategy is also subject to certain risks. The risks described under the heading “Risk Factors” included elsewhere in this prospectus may cause us not to realize the full benefits of our business plan and strategy or may cause us to be unable to successfully execute all or part of our strategy.

There are a number of potential difficulties that we might face, including the following:

	●	Competitors may develop alternatives that render our products redundant or unnecessary;

	●	We may not obtain and maintain sufficient protection of our electric vehicles models;

	●	Our electric vehicles products may not become widely accepted by consumers and merchants; and

	●	We may not be able to raise sufficient additional funds to fully implement our business plan and grow our business.

Some of the most significant challenges and risks include the following:

	●	Our Auditor has expressed substantial doubt as to our ability to continue as a going concern.

	●	Our limited operating history does not afford investors a sufficient history on which to base an investment decision.

	●	Our revenues will be dependent upon acceptance of our Electric Vehicle brand/models and product line by consumers and distributors. The failure of such acceptance will cause us to curtail or cease operations.

	●	We cannot be certain that we will obtain patents for our product line or that such patents will protect us. Infringement or misappropriation claims (or claims for indemnification resulting from such claims) against us may be asserted or prosecuted, regardless of their merit, and any such assertions or prosecutions may adversely affect our business and/or our operating results.

	●	The availability of a large number of authorized but unissued shares of Common Stock may, upon their issuance, lead to dilution of existing stockholders.

	●	Our stock is thinly traded, sale of your holding may take a considerable amount of time.

Before you invest in our common stock, you should carefully consider all the information in this prospectus, including matters set forth under the heading “Risk Factors.”

Real Estate Industry Regulation

Generally, the ownership and operation of real properties are subject to various laws, ordinances and regulations, including regulations relating to zoning, land use, water rights, wastewater, storm water runoff and lien sale rights and procedures. These laws, ordinances or regulations, such as the Comprehensive Environmental Response and Compensation Liability Act and its state analogs, or any changes to any such laws, ordinances or regulations, could result in or increase the potential liability for environmental conditions or circumstances existing, or created by tenants or others, on our properties. Laws related to upkeep, safety and taxation requirements may result in significant unanticipated expenditures, loss of our properties or other impairments to operations, any of which would adversely affect our cash flows from operating activities.

Our property management activities, to the extent we are required to engage in them due to lease defaults by tenants or vacancies on certain properties, will likely be subject to state real estate brokerage laws and regulations as determined by the particular real estate commission for each state.

Insurance

We carry comprehensive general liability coverage on our communities, with limits of liability customary within the multi-family properties industry to insure against liability claims and related defense costs. We are also insured, with limits of liability customary within the real estate industry, against the risk of direct physical damage in amounts necessary to reimburse us on a replacement cost basis for costs incurred to repair or rebuild each property, including loss of rental income during the reconstruction period.

Our primary lines of insurance coverage are property, general liability and workers’ compensation. We believe that our insurance coverages adequately insure our multifamily properties against the risk of loss attributable to fire, earthquake, hurricane, tornado, flood, terrorism and other perils, and adequately insure us against other risk. Our coverage includes deductibles, retentions and limits that are customary in the industry. We have established loss prevention, loss mitigation, claims handling and litigation management procedures to manage our exposure.

Seasonality

Our business has not been, and we do not expect it to become subject to, material seasonal fluctuations.

Employees

As of December 31, ~~2023~~2024, we had 3 non-W2 staff considered to be part of our management team. Those three include our sole officer, Frank I Igwealor and Director, Patience Ogbozor. We have not experienced any work stoppages, and we consider our relations with our officers to be good.

Going Concern

We are dependent upon the receipt of capital investment and other financing to fund our ongoing operations and to execute our business plan. If continued funding and capital resources are unavailable at reasonable terms, we may not be able to implement our plan of operations. We may be required to obtain alternative or additional financing, from financial institutions or otherwise, in order to maintain and expand our existing operations. The failure by us to obtain such financing would have a material adverse effect upon our business, financial condition and results of operations.

Our financial statements have been prepared on a going concern basis, which contemplates the realization of assets and the satisfaction of liabilities in the normal course of business. Our financial statements do not include any adjustments that might be necessary should we be unable to continue as a going concern within one year after the date that the financial statements are issued. We may be required to cease operations which could result in our stockholders losing all or almost all of their investment.

Where You Can Find Us

The Company’s principal executive office and mailing address is at 370 Amapola Ave., Suite 200-A, Torrance, California 90501.

Telephone: 310-895-1839.

Where You Can Find More Information

We have restarted filing annual, quarterly, and special reports, proxy statements, and other information with the Securities and Exchange Commission (“SEC”). Our SEC filings are available to the public over the Internet from the SEC’s website at http://www.sec.gov. You may also read and copy any document we file at the SEC’s public reference room in Washington, D.C. Please call the SEC at 1-800-SEC-0330 for further information on the public reference room. You can also access these reports and other filings electronically on the SEC’s web site, www.sec.gov.

Our Filing Status as a “Smaller Reporting Company”

We are a “smaller reporting company,” meaning that we are not an investment company, an asset-backed issuer, or a majority-owned subsidiary of a parent company that is not a smaller reporting company and have a public float of less than $75 million and annual revenues of less than $50 million during the most recently completed fiscal year. As a “smaller reporting company,” the disclosure we will be required to provide in our SEC filings are less than it would be if we were not considered a “smaller reporting company.” Specifically, “smaller reporting companies” are able to provide simplified executive compensation disclosures in their filings; are exempt from the provisions of Section 404(b) of the Sarbanes-Oxley Act of 2002 requiring that independent registered public accounting firms provide an attestation report on the effectiveness of internal control over financial reporting; are not required to conduct say-on-pay and frequency votes until annual meetings occurring on or after January 21, 2013; and have certain other decreased disclosure obligations in their SEC filings, including, among other things, being permitted to provide two years of audited financial statements in annual reports rather than three years. Decreased disclosures in our SEC filings due to our status as a “smaller reporting company” may make it harder for investors to analyze the Company’s results of operations and financial prospects.

Implications of Being an Emerging Growth Company

We qualify as an emerging growth company as that term is used in the JOBS Act. An emerging growth company may take advantage of specified reduced reporting and other burdens that are otherwise applicable generally to public companies. These provisions include:

	●	A requirement to have only two years of audited financial statements and only two years of related MD&A;

	●	Exemption from the auditor attestation requirement in the assessment of the emerging growth company’s internal control over financial reporting under Section 404 of the Sarbanes-Oxley Act of 2002 (“SOX”);

	●	Reduced disclosure about the emerging growth company’s executive compensation arrangements; and

	●	No non-binding advisory votes on executive compensation or golden parachute arrangements.

We have already taken advantage of these reduced reporting burdens in this Prospectus, which are also available to us as a smaller reporting company as defined under Rule 12b-2 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”).

In addition, Section 107 of the JOBS Act also provides that an emerging growth company can take advantage of the extended transition period provided in Section 7(a)(2)(B) of the Securities Act of 1933, as amended (the “Act”) for complying with new or revised accounting standards. We have elected to take advantage of the extended transition period for complying with new or revised accounting standards, which allows us to delay the adoption of new or revised accounting standards that have different effective dates for public and private companies until those standards apply to private companies. As a result of this election, our financial statements contained in this Form S-1 may not be comparable to companies that comply with public company effective dates. The existing scaled executive compensation disclosure requirements for smaller reporting companies will continue to apply to our filings for so long as our Company is an emerging growth company, regardless of whether the Company remains a smaller reporting company.

We could remain an emerging growth company for up to five years, or until the earliest of (i) the last day of the first fiscal year in which our annual gross revenues exceed $1 billion, (ii) the date that we become a “large accelerated filer” as defined in Rule 12b-2 under the Exchange Act, which would occur if the market value of our Common Stock that is held by non-affiliates exceeds $700 million as of the last business day of our most recently completed second fiscal quarter, or (iii) the date on which we have issued more than $1 billion in non-convertible debt during the preceding three year period.

For more details regarding this exemption, see “Management’s Discussion and Analysis of Financial Condition and Results of Operations – Critical Accounting Policies.”

ITEM 1A. RISK FACTORS

Certain factors may have a material adverse effect on our business, financial condition, and results of operations. You should consider carefully the risks and uncertainties described below, in addition to other information contained in this Annual Report on Form 10-K, including our consolidated financial statements and related notes. The risks and uncertainties described below are not the only ones we face. Additional risks and uncertainties that we are unaware of, or that we currently believe are not material, may also become important factors that ~~adversely~~ adversely affect our business. If any of the following risks actually occurs, our business, financial condition, results of operations, and future prospects could be materially and adversely affected. In that event, the trading price of our common stock could decline, and you could lose part or all of your investment.

For purposes of this section, the term “stockholders” means the holders of shares of Video River Networks, Inc.’s common stock. Set forth below are the risks that we believe are material to Video River Networks, Inc.’s stockholders. You should carefully consider the following factors in evaluating our Company, our properties and our business.

Our business, operating results, cash flows and financial condition are subject to various risks and uncertainties, including, without limitation, those set forth below, any one of which could cause our actual operating results to vary materially from recent results or from our anticipated future results.

Our independent registered public accounting firm’s report contains an explanatory paragraph that expresses substantial doubt about our ability to continue as a “going concern.”

The Company has and operates small ongoing revenue generating businesses. As of December 31, ~~2023~~2024, the Company reported ~~revenue~~$0.00 ofin ~~$664,613~~ revenue and an accumulated deficit of $1517,~~898~~928,~~383~~164 as of the end of the period. Further, we expect to incur significant costs in pursuit of our EV acquisition plans. Management’s plans to address this need for capital are discussed in the section of this filing titled “Management’s Discussion and Analysis of Financial Condition and Results of Operations.” Our plans to raise capital and to consummate our initial EV business combination may not be successful. These factors, among other conditions, raise substantial doubt about our ability to continue as a going concern. The financial statements contained elsewhere in this prospectus do not include any adjustments that might result from our inability to consummate this offering or our inability to continue as a going concern. The financial statements do not include any adjustments to reflect the possible future effects on the recoverability and classification of assets or the amounts and classification of liabilities that may result from the outcome of these uncertainties. Our ability to continue as a going concern is dependent upon our ability to raise additional debt or equity funding to meet our ongoing operating expenses and ultimately in merging with another entity with experienced management and profitable operations. No assurances can be given that we will be successful in achieving these objectives.

RISKS RELATED TO OUR INDUSTRY

Our limited operating history makes evaluating our business and future prospects difficult, and may increase the risk of your investment.

On September 15, 2020, the Company spun-off its specialty real estate holding business to an operating subsidiary and then pivot back to being a technology company. Going forward, the Company intends to focus its business model to operate and manage a portfolio of Electric Vehicles, Artificial Intelligence, Machine Learning and Robotics (“EV-AI-ML-R”) assets, businesses and operations in addition to its Power Controls, Battery Technology, Wireless Technology, and Residential utility meters and remote, mission-critical devices businesses in North America. The Company has been absent from the technology industry for more than ten years. Thus, in the Electric Vehicles, Artificial Intelligence, Machine Learning and Robotics industry, the Company is an early stage company. You must consider the risks and difficulties we face as an early stage company with limited operating history. If we do not successfully address these risks, our business, prospects, operating results and financial condition will be materially and adversely harmed. We have a very limited operating history on which investors can base an evaluation of our business, operating results and prospects. We intend to derive our revenues from sales of the electric vehicles, related sales of zero emission vehicle credits, and from electric powertrain development services and sales. However, there is no assurance that we could achieve this goal because we are new to this industry.

We would significantly be dependent upon revenue generated from the sale of our yet-to-be-made electric vehicles, and our success would be dependent upon our ability to design and achieve market acceptance of new electric vehicle models

We currently produce zero electric vehicles. As soon as we has successfully completed this Offering, we plan to use the proceeds from this offering to acquire a company that sources, designs, develops and manufactures high-performance, affordable and fully electric vehicles that we intend to sell across North America. Once we have completed the acquisition, we plan to begin production and marketing of various models of electric vehicles. Our electric vehicles business plan will require significant investment prior to commercial introduction, and may never be successfully developed or commercially successful. There can be no assurance that we will be able to design attractive and affordable models of performance electric vehicles that will meet the expectations of our customers or that our models, will become commercially viable. In particular, it is common in the automotive industry for the production vehicle to have a styling and design different from that of the concept vehicle, which may happen with our electric vehicle models. To the extent that we are not able to build the models to the expectations and our anticipated specifications, customers may stay away and our future sales could be harmed. Additionally, historically, automobile customers have come to expect new and improved vehicle models to be introduced frequently. In order to meet these expectations, we may in the future be required to introduce on a regular basis new vehicle models as well as enhanced versions of existing vehicle models. As technologies change in the future for automobiles in general and performance electric vehicles specifically, we will be expected to upgrade or adapt our vehicles and introduce new models in order to continue to provide vehicles with the latest technology. To date, we no experience simultaneously designing, testing, manufacturing and selling electric vehicles.

Increases in costs, disruption of supply or shortage of raw materials, in particular lithium-ion cells, could harm our business.

We may experience increases in the cost or a sustained interruption in the supply or shortage of raw materials. Any such an increase or supply interruption could materially negatively impact our business, prospects, financial condition and operating results. We intend to use various raw materials in our business including aluminum, steel, nickel, carbon fiber, non-ferrous metals such as copper, as well as cobalt. The prices for these raw materials fluctuate depending on market conditions and global demand for these materials and could adversely affect our business and operating results. For instance, we would be exposed to multiple risks relating to price fluctuations for lithium-ion cells. These risks include:

	●	the inability or unwillingness of current battery manufacturers to build or operate battery cell manufacturing plants to supply the numbers of lithium-ion cells required to support the growth of the electric or plug-in hybrid vehicle industry as demand for such cells increases;

	●	disruption in the supply of cells due to quality issues or recalls by the battery cell manufacturers; and

	●	an increase in the cost of raw materials, such as cobalt, used in lithium-ion cells.

Our business would be dependent on the continued supply of battery cells for our electric vehicles and for the battery pack we intend to produce for other automobile manufacturers. Any disruption in the supply of battery cells from vendors could temporarily disrupt production of our electric vehicles and the battery packs we intend to produce for other automobile manufacturers. Moreover, battery cell manufacturers may not supply us at reasonable prices or on reasonable terms or may choose to refuse to supply electric vehicle manufacturers to the extent they determine that the vehicles are not sufficiently safe.

~~Our future growth would be dependent upon consumers’ willingness to adopt electric vehicles.~~ 23

Our ~~electric~~ ~~vehicles~~future ~~business~~ growth would be dependent upon ~~the adoption by~~ consumers’ willingness ~~of, and we would be subject~~ to anadopt ~~elevated risk of any reduced demand for, alternative fuel vehicles in general and~~ electric vehicles ~~in particular~~. If the market for electric vehicles does not develop as we expect or develops more slowly than we expect, our business, prospects, financial condition and operating results will be harmed. The market for alternative fuel vehicles is relatively new, rapidly evolving, characterized by rapidly changing technologies, price competition, additional competitors, evolving government regulation and industry standards, frequent new vehicle announcements and changing consumer demands and behaviors.

23Our electric vehicles business growth would be dependent upon the adoption by consumers of, and we would be subject to an elevated risk of any reduced demand for, alternative fuel vehicles in general and electric vehicles in particular. If the market for electric vehicles does not develop as we expect or develops more slowly than we expect, our business, prospects, financial condition and operating results will be harmed. The market for alternative fuel vehicles is relatively new, rapidly evolving, characterized by rapidly changing technologies, price competition, additional competitors, evolving government regulation and industry standards, frequent new vehicle announcements and changing consumer demands and behaviors.

Other factors that may influence the adoption of alternative fuel vehicles, and specifically electric vehicles, include:

	●	perceptions about electric vehicle quality, safety (in particular with respect to lithium-ion battery packs), design, performance and cost, especially if adverse events or accidents occur that are linked to the quality or safety of electric vehicles;

	●	perceptions about vehicle safety in general, in particular safety issues that may be attributed to the use of advanced technology, including vehicle electronics and regenerative braking systems, such as the possible perception that Toyota’s recent vehicle recalls may be attributable to these systems;

	●	the limited range over which electric vehicles may be driven on a single battery charge;

	●	the decline of an electric vehicle’s range resulting from deterioration over time in the battery’s ability to hold a charge;

	●	concerns about electric grid capacity and reliability, which could derail our past and present efforts to promote electric vehicles as a practical solution to vehicles which require gasoline;

	●	the availability of alternative fuel vehicles, including plug-in hybrid electric vehicles;

	●	improvements in the fuel economy of the internal combustion engine;

	●	the availability of service for electric vehicles;

	●	consumers’ desire and ability to purchase a luxury automobile or one that is perceived as exclusive;

	●	the environmental consciousness of consumers;

	●	volatility in the cost of oil and gasoline;

	●	consumers’ perceptions of the dependency of the United States on oil from unstable or hostile countries;

	●	government regulations and economic incentives promoting fuel efficiency and alternate forms of energy;

	●	access to charging stations, standardization of electric vehicle charging systems and consumers’ perceptions about convenience and cost to charge an electric vehicle;

	●	the availability of tax and other governmental incentives to purchase and operate electric vehicles or future regulation requiring increased use of nonpolluting vehicles;

	●	perceptions about and the actual cost of alternative fuel; and

	●	macroeconomic factors.

In addition, recent reports have suggested the potential for extreme temperatures to affect the range or performance of electric vehicles. The influence of any of the factors described above may cause current or potential customers not to purchase our electric vehicles, which would materially adversely affect our business, operating results, financial condition and prospects.

The operation of electric vehicles is different from internal combustion engine vehicles and customers may experience difficulty operating them properly, including difficulty transitioning between different methods of braking.

We would design our vehicles to minimize inconvenience and inadvertent driver damage to the powertrain. In certain instances, these protections may cause the vehicle to behave in ways that are unfamiliar to drivers of internal combustion vehicles. However, there is no assurance that our design would achieve such goals.

Developments in alternative technologies or improvements in the internal combustion engine may materially adversely affect the demand for our electric vehicles.

Significant developments in alternative technologies, such as advanced diesel, ethanol, fuel cells or compressed natural gas, or improvements in the fuel economy of the internal combustion engine, may materially and adversely affect our business and prospects in ways we do not currently anticipate. For example, fuel which is abundant and relatively inexpensive in North America, such as compressed natural gas, may emerge as consumers’ preferred alternative to petroleum based propulsion. Any failure by us to develop new or enhanced technologies or processes, or to react to changes in existing technologies, could materially delay our development and introduction of new and enhanced electric vehicles, which could result in the loss of competitiveness of our vehicles, decreased revenue and a loss of market share to competitors.

If we are unable to design, develop, market and sell new electric vehicles and services that address additional market opportunities, our business, prospects and operating results will suffer.

We may not be able to successfully develop new electric vehicles and services, address new market segments or develop a significantly broader customer base. To date, we have focused our business on the sale of high-performance electric vehicles and have targeted relatively affluent consumers. We have not completed the design, component sourcing or manufacturing process for any of the electric vehicle models, so it is difficult to forecast its eventual cost, manufacturability or quality. Therefore, there can be no assurance that we will be able to deliver a vehicle that is ultimately competitive in the premium vehicle market.

Demand in the automobile industry is highly volatile.

Volatility of demand in the automobile industry may materially and adversely affect our business, prospects, operating results and financial condition. The markets in which we anticipate/plan to compete in the future have been subject to considerable volatility in demand in recent periods. For example, according to automotive industry sources, sales of passenger vehicles in North America during the fourth quarter of 2019 were over 31% lower than those during the same period in the prior year. Demand for automobile sales depends to a large extent on general, economic, political and social conditions in a given market and the introduction of new vehicles and technologies. As a new automobile manufacturer and low volume producer, we have less financial resources than more established automobile manufacturers to withstand changes in the market and disruptions in demand. As our business grows, economic conditions and trends in other countries and regions where we sell our electric vehicles will impact our business, prospects and operating results as well. Demand for our electric vehicles may also be affected by factors directly impacting automobile price or the cost of purchasing and operating automobiles such as sales and financing incentives, prices of raw materials and parts and components, cost of fuel and governmental regulations, including tariffs, import regulation and other taxes. Volatility in demand may lead to lower vehicle unit sales and increased inventory, which may result in further downward price pressure and adversely affect our business, prospects, financial condition and operating results. These effects may have a more pronounced impact on our business given our relatively smaller scale and financial resources as compared to many incumbent automobile manufacturers.

Risks Related to Our Business

We have a limited operating history, and may not be able to operate our business successfully or generate sufficient cash flow to sustain distributions to our stockholders.

We have a limited operating history. We currently own zero investment properties. We are subject to many of the business risks and uncertainties associated with any new business enterprise. We cannot assure you that we will be able to operate our business successfully or profitably or find additional suitable investments. Our ability to provide attractive risk-adjusted returns to our stockholders over the long term is dependent on our ability both to generate sufficient cash flow to pay an attractive dividend and to achieve capital appreciation, and we cannot assure you we will do either. There can be no assurance that we will be able to continue to generate sufficient revenue from operations to pay our operating expenses and make distributions to stockholders. The results of our operations and the execution on our business plan depend on several factors, including the availability of additional opportunities for investment, the performance of our existing properties and tenants, the availability of adequate equity and debt financing, conditions in the financial markets and economic conditions.

Risks Related to Our Real Estate Investments and Operations

Our current real estate portfolio consists of zero investment properties and will likely continue to be concentrated in a limited number of properties in the future, which subjects us to an increased risk of significant loss if any property declines in value or if we are unable to lease a property.

As at December 31, ~~2023~~2024, we currently own zero investment properties. We have no tenant nor rental revenues for the year ended December 31, ~~2023~~2024. Lease payment defaults by any of our future tenants or a significant decline in the value of any single property would materially adversely affect our business, financial position and results of operations, including our ability to make distributions to our stockholders. A lack of diversification may also increases the potential that a single underperforming investment could have a material adverse effect on our cash flows and the price we could realize from the sale of our properties. Any adverse change in the financial condition of any of our future tenants, would subject us to a significant risk of loss.

In addition, failure by any our future tenants to comply with the terms of its lease agreement with us could require us to find another lessee for the applicable property. We may experience delays in enforcing our rights as landlord and may incur substantial costs in protecting our investment and re-leasing that property. Furthermore, we cannot assure you that we will be able to re-lease that property for the rent we currently receive, or at all, or that a lease termination would not result in our having to sell the property at a loss. The result of any of the foregoing risks could materially and adversely affect our business, financial condition and results of operations and our ability to make distributions to our stockholders.

General real estate investment risks may adversely affect property income and values.

Real estate investments are subject to a variety of risks. If the multifamily properties and other real estate investments do not generate sufficient income to meet operating expenses, including debt service and capital expenditures, cash flow and the ability to make distributions to NIHK’s stockholders or the Operating Partnership’s unitholders will be adversely affected. Income from the multifamily properties may be further adversely affected by, among other things, the following factors:

● changes in the general or local economic climate, including layoffs, plant closings, industry slowdowns, relocations of significant local employers and other events negatively impacting local employment rates and wages and the local economy; ● local economic conditions in which the multifamily properties are located, such as oversupply of housing or a reduction in demand for rental housing; ● the attractiveness and desirability of our multifamily properties to tenants, including, without limitation, our technology offerings and our ability to identify and cost effectively implement new, relevant technologies, and to keep up with constantly changing consumer demand for the latest innovations;

● the attractiveness and desirability of our multifamily properties to tenants, including, without limitation, our technology offerings and our ability to identify and cost effectively implement new, relevant technologies, and to keep up with constantly changing consumer demand for the latest innovations; ● inflationary environments in which the costs to operate and maintain multifamily properties increase at a rate greater than our ability to increase rents, or deflationary environments where we may be exposed to declining rents more quickly under our short-term leases; ● competition from other available housing alternatives; ● changes in rent control or stabilization laws or other laws regulating housing; ● the Company’s ability to provide for adequate maintenance and insurance; ● declines in the financial condition of our tenants, which may make it more difficult for us to collect rents from some tenants; ● tenants’ perceptions of the safety, convenience and attractiveness of our multifamily properties and the neighborhoods where they are located; and ● changes in interest rates and availability of financing.

As leases at the multifamily properties expire, tenants may enter into new leases on terms that are less favorable to the Company. Income and real estate values also may be adversely affected by such factors as applicable laws, including, without limitation, the Americans with Disabilities Act of 1990 (the “Disabilities Act”), Fair Housing Amendment Act of 1988 (the “FHAA”), permanent and temporary rent control laws, rent stabilization laws, other laws regulating housing that may prevent the Company from raising rents to offset increased operating expenses, and tax laws.

Short-term leases expose us to the effects of declining market rents, and the Company may be unable to renew leases or relet units as leases expire.

Substantially all of our apartment leases are for a term of one year or less. If the Company is unable to promptly renew the leases or relet the units, or if the rental rates upon renewal or reletting are significantly lower than expected rates, then the Company’s results of operations ~~and~~ and financial condition will be adversely affected. With these short term leases, our rental revenues are impacted by declines in market ~~rents~~ rents more quickly than if our leases were for longer terms.

National and regional economic environments can negatively impact the Company’s liquidity and operating results.

The Company’s forecast for the national economy assumes growth of the gross domestic product of the national economy and the economies of the west coast states. In the event of a recession, the Company could incur reductions in rental rates, occupancy levels, property valuations and increases in operating costs such as advertising and turnover expenses. A recession may affect consumer confidence and spending and negatively impact the volume and pricing of real estate transactions, which could negatively affect the Company’s liquidity and its ability to vary its portfolio promptly in response to changes to the economy. Furthermore, if residents do not experience increases in their income, they may be unable or unwilling to pay rent increases, and delinquencies in rent payments and rent defaults may increase.

Rent control, or other changes in applicable laws, or noncompliance with applicable laws, could adversely affect the Company’s operations or expose us to liability.

The Company must own, operate, manage, acquire, develop and redevelop its properties in compliance with numerous federal, state and local laws and regulations, some of which may conflict with one another or be subject to limited judicial or regulatory interpretations. These laws and regulations may include zoning laws, building codes, rent control or stabilization laws, federal, state and local tax laws, landlord tenant laws, environmental laws, employment laws, immigration laws and other laws regulating housing or that are generally applicable to the Company’s business and operations. Noncompliance with laws could expose the Company to liability. If the Company does not comply with any or all of these requirements, it may have to pay fines to government authorities or damage awards to private litigants, and/or may have to decrease rents in order to comply with such requirements. The Company does not know whether these requirements will change or whether new requirements will be imposed. Changes in, or noncompliance with, these regulatory requirements could require the Company to make significant unanticipated expenditures, which could have a material adverse effect on the Company’s financial condition, results of operations or cash flows.

In addition, rent control or rent stabilization laws and other regulatory restrictions may limit our ability to increase rents and pass through new or increased operating costs to our tenants. There has been a recent increase in municipalities, including those in which we own properties, considering or being urged by advocacy groups to consider rent control or rent stabilization laws and regulations or take other actions which could limit our ability to raise rents based solely on market conditions. These initiatives and any other future enactments of rent control or rent stabilization laws or other laws regulating multifamily housing, as well as any lawsuits against the Company arising from such rent control or other laws, may reduce rental revenues or increase operating costs. Such laws and regulations limit our ability to charge market rents, increase rents, evict tenants or recover increases in our operating expenses and could reduce the value of our multifamily properties or make it more difficult for us to dispose of properties in certain circumstances. Expenses associated with our investment in these multifamily properties, such as debt service, real estate taxes, insurance and maintenance costs, are generally not reduced when circumstances cause a reduction in rental income from the community. Furthermore, such regulations may negatively impact our ability to attract higher-paying tenants to such multifamily properties.

Acquisitions of multifamily properties involve various risks and uncertainties and may fail to meet expectations.

The Company intends to continue to acquire apartment multifamily properties. However, there are risks that acquisitions will fail to meet the Company’s expectations. The Company’s estimates of future income, expenses and the costs of improvements or redevelopment that are necessary to allow the Company to market an acquired apartment community as originally intended may prove to be inaccurate. In addition, following an acquisition, the value and operational performance of an apartment community may be diminished if obsolescence or neighborhood changes occur before we are able to redevelop or sell the community. Also, in connection with such acquisitions, we may assume unknown liabilities, which could ultimately lead to material costs for us that we did not expect to incur. The Company expects to finance future acquisitions, in whole or in part, under various forms of secured or unsecured financing or through the issuance of partnership units by the Operating Partnership or related partnerships or joint ventures or additional equity by the Company. The use of equity financing, rather than debt, for future developments or acquisitions could dilute the interest of the Company’s existing stockholders. If the Company finances new acquisitions under existing lines of credit, there is a risk that, unless the Company obtains substitute financing, the Company may not be able to undertake additional borrowing for further acquisitions or developments or such borrowing may be not available on advantageous terms.

Development and redevelopment activities may be delayed, not completed, and/or not achieve expected results.

The Company pursues development and redevelopment projects and these projects generally require various governmental and other approvals, which have no assurance of being received and/or the timing of which may be delayed from the Company’s expectations. The Company defines development projects as new multifamily properties that are being constructed or are newly constructed and are in a phase of lease-up and have not yet reached stabilized operations, and redevelopment projects as existing properties owned or recently acquired that have been targeted for additional investment by the Company with the expectation of increased financial returns through property improvement.

The Company’s development and redevelopment activities generally entail certain risks, including, among others:

●	funds may be expended and management’s time devoted to projects that may not be completed on time or at all;

●	construction costs of a project may exceed original estimates possibly making the project economically unfeasible;

●	projects may be delayed due to, without limitation, adverse weather conditions, labor or material shortage, or environmental remediation;

●	occupancy rates and rents at a completed project may be less than anticipated;

●	expenses at completed development or redevelopment projects may be higher than anticipated, including, without limitation, due to costs of environmental remediation or increased costs for labor, materials and leasing;

●	we may be unable to obtain, or experience a delay in obtaining, necessary zoning, occupancy, or other required governmental or third party permits and authorizations, which could result in increased costs or delay or abandonment of opportunities;

●	we may be unable to obtain financing with favorable terms, or at all, for the proposed development or redevelopment of a community, which may cause us to delay or abandon an opportunity; and

●	we may incur liabilities to third parties during the development process, for example, in connection with managing existing improvements on the site prior to tenant terminations and demolition (such as commercial space) or in connection with providing services to third parties (such as the construction of shared infrastructure or other improvements.)

These risks may reduce the funds available for distribution to stockholders and the Operating Partnership’s unitholders. Further, the development and redevelopment of multifamily properties is also subject to the general risks associated with real estate investments. For further information regarding these risks, please see the risk factor above titled “General real estate investment risks may adversely affect property income and values.”

Our apartment multifamily properties may be subject to unknown or contingent liabilities which could cause us to incur substantial costs.

The properties that the Company owns or may acquire are or may be subject to unknown or contingent liabilities for which the Company may have no recourse, or only limited recourse, against the sellers. In general, the representations and warranties provided under the transaction agreements related to the sales of the properties may not survive the closing of the transactions. While the Company will seek to require the sellers to indemnify us with respect to breaches of representations and warranties that survive, such indemnification may be limited and subject to various materiality thresholds, a significant deductible or an aggregate cap on losses. As a result, there is no guarantee that we will recover any amounts with respect to losses due to breaches by the sellers of their representations and warranties. In addition, the total amount of costs and expenses that may be incurred with respect to liabilities associated with apartment multifamily properties may exceed our expectations, and we may experience other unanticipated adverse effects, all of which may adversely affect our business, financial condition and results of operations.

The geographic concentration of the Company’s multifamily properties and fluctuations in local markets may adversely impact the Company’s financial condition and operating results.

The geographic concentration of our properties could present risks if local property market performance falls below expectations. In general, factors that may adversely affect local market and economic conditions include, among others, the following:

●	the economic climate, which may be adversely impacted by a reduction in jobs or income levels, industry slowdowns, changing demographics and other factors;

●	local conditions, such as oversupply of, or reduced demand for, apartment homes;

●	declines in household formation or employment or lack of employment growth;

●	rent control or stabilization laws, or other laws regulating rental housing, which could prevent the Company from raising rents to offset increases in operating costs, or the inability or unwillingness of tenants to pay rent increases;

●	competition from other available apartments and other housing alternatives and changes in market rental rates;

●	economic conditions that could cause an increase in our operating expenses, including increases in property taxes, utilities and routine maintenance; and

●	regional specific acts of nature (e.g., earthquakes, fires, floods, etc.).

Because the Company’s multifamily properties are primarily located in Southern California, Northern California and the Seattle metropolitan area, the Company is exposed to greater economic concentration risks than if it owned a more geographically diverse portfolio. The Company is susceptible to adverse developments in California and Washington economic and regulatory environments, such as increases in real estate and other taxes, and increased costs of complying with governmental regulations. In addition, the State of California is generally regarded as more litigious and more highly regulated and taxed than many states, which may reduce demand for the Company’s properties. Any adverse developments in the economy or real estate markets in California or Washington, or any decrease in demand for the Company’s multifamily properties resulting from the California or Washington regulatory or business environments, could have an adverse effect on the Company’s business and results of operations.

Our success depends on certain key personnel.

Our performance to date has been and will continue to be largely dependent on the talents, efforts and performance of our senior management and key technical personnel. It is anticipated that our executive officers will enter into employment agreements. However, while it is customary to use employment agreements as a method of retaining the services of key personnel, these agreements do not guarantee us the continued services of such employees. In addition, we have not entered into employment agreements with most of our key personnel. The loss of our executive officers or our other key personnel, particularly with little or no notice, could cause delays on projects and could have an adverse impact on our client and industry relationships, our business, operating results or financial condition.

~~We rely on highly skilled and qualified personnel, and if we are unable to continue to attract and retain such qualified personnel it will adversely affect our businesses.~~30

~~Our success~~We ~~depends~~rely ~~to a significant extent~~ on ~~our~~highly ~~ability~~skilled ~~to identify, attract, hire, train~~ and ~~retain~~ qualified ~~creative~~personnel, ~~technical and~~ ~~managerial personnel. We expect competition for personnel with the specialized creative~~ and ~~technical~~if ~~skills~~we ~~needed~~are unable to ~~provide our services will~~ continue to ~~intensify.~~attract ~~We often hire individuals on a project-by-project basis,~~ and ~~individuals~~retain ~~who work on one or more projects for us may not be available to work on future projects. If we have difficulty identifying, attracting, hiring, training and retaining~~ such qualified personnel, orit ~~incur~~will ~~significant~~adversely ~~costs~~affect ~~in order to do so,~~ our ~~business and financial results could be negatively impacted~~businesses.

30Our success depends to a significant extent on our ability to identify, attract, hire, train and retain qualified creative, technical and managerial personnel. We expect competition for personnel with the specialized creative and technical skills needed to provide our services will continue to intensify. We often hire individuals on a project-by-project basis, and individuals who work on one or more projects for us may not be available to work on future projects. If we have difficulty identifying, attracting, hiring, training and retaining such qualified personnel, or incur significant costs in order to do so, our business and financial results could be negatively impacted.

If we are unable to effectively manage organizational productivity and global supply chain efficiency and flexibility, then our business could be adversely affected.

We need to continually evaluate our organizational productivity and supply chains and assess opportunities to reduce costs. We must also enhance quality, speed and flexibility to meet changing and uncertain market conditions. Our success also depends in part on refining our cost structure and supply chains so that we have flexibility and are able to respond to market pressures to protect profitability and cash flow or ramp up quickly and effectively to meet demand. Failure to achieve the desired level of quality, capacity or cost reductions could adversely affect our financial results. Despite our efforts to control costs and increase efficiency in our facilities, increased competition could still cause us to realize lower operating margins and profitability.

Our operating results may fluctuate significantly, which may cause the market price of our common stock to decrease significantly.

Our operating results may fluctuate as a result of a number of factors, many of which are outside of our control. As a result of these fluctuations, financial planning and forecasting may be more difficult and comparisons of our operating results on a period-to-period basis may not necessarily be meaningful. Accordingly, you should not rely on our annual and quarterly results of operations as any indication of future performance. Each of the risk factors described in this “Risks Related to Our Business” section, and the following factors, may affect our operating results:

	●	our ability to continue to attract clients for our services and products;

	●	the amount and timing of operating costs and capital expenditures related to the maintenance and expansion of our businesses, operations and infrastructure;

	●	our focus on long-term goals over short-term results;

	●	the results of our investments in high risk products;

	●	general economic conditions and those economic conditions specific to our industries;

	●	changes in business cycles that affect the markets in which we sell our products and services; and

	●	geopolitical events such as war, threat of war or terrorist actions.

In response to these fluctuations, the value of our common stock could decrease significantly in spite of our operating performance. In addition, our business, and the alcoholic beverage business, has historically been cyclical and seasonal in nature, reflecting overall economic conditions as well as client budgeting and buying patterns. The cyclicality and seasonality in our business could become more pronounced and may cause our operating results to fluctuate more widely.

~~We have a history of losses, have generated limited revenue to date, and may continue to suffer losses in the future.~~31

We have a history of losses, ~~and~~ have generated limited revenue to date., Weand ~~expect~~may to continue to ~~incur~~suffer losses ~~for~~in the ~~foreseeable~~ future. If we cannot become profitable, our financial condition will deteriorate, and we may be unable to achieve our business objectives, including without limitation, having to cease operations due to a lack of capital.

31We have a history of losses and have generated limited revenue to date. We expect to continue to incur losses for the foreseeable future. If we cannot become profitable, our financial condition will deteriorate, and we may be unable to achieve our business objectives, including without limitation, having to cease operations due to a lack of capital.

We will require substantial additional funding, which may not be available to us on acceptable terms, or at all, and, if not available may require us to delay, scale back or cease our marketing or product development activities and operations.

We will require substantial additional capital in order to continue the marketing of our existing products and complete the development of our contemplated products. Raising funds in the current economic climate may be difficult and additional funding may not be available on acceptable terms, or at all.

The amount and timing of our future funding requirements, both near- and long-term, will depend on many factors, including, but not limited to:

	●	the number and characteristics of investments or products that we pursue;

	●	our potential need to expand operations, including the hiring of additional employees;

	●	the costs of licensing, acquiring or investing in complimentary businesses, products and technologies;

	●	the effect of any competing technological or market developments;

	●	the need to implement additional internal systems and infrastructure, including financial and reporting systems; and

	●	the economic and other terms, timing of and success of our co-branding, licensing, collaboration or marketing relationships into which we have entered or may enter in the future.

Some of these factors are outside of our control. We will require an additional capital infusion in order to get back to as an operating technology-focused company that design, manufacture, install and sell Electric Vehicles, Power Controls, Battery Technology, Wireless Technology, and Residential utility meters and remote, mission-critical devices mostly engineered through Artificial Intelligence, Machine Learning and Robotic technologies. In addition, we cannot guarantee that future financing will be available in sufficient amounts or on terms acceptable to us, if at all. If we are unable to raise additional capital when required or on acceptable terms, we may be required to significantly delay, scale back or discontinue the development or marketing of one or more of our products or product candidates or curtail our operations, which will have a Material Adverse Effect on our business, operating results and prospects.

We may sell additional equity or debt securities or enter into other arrangements to fund our operations, which may result in dilution to our stockholders and impose restrictions or limitations on our business.

We may seek additional funding through a combination of equity offerings, debt-financings, or other third party funding or other collaborations, strategic alliances or licensing arrangements. These financing activities may have an adverse impact on our stockholders’ rights as well as our operations. For instance, any debt financing may impose restrictive covenants on our operations or otherwise adversely affect the holdings or the rights of our stockholders. In addition, if we seek funds through arrangements with partners, these arrangements may require us to relinquish rights to some of our technologies, products or product candidates or otherwise agree to terms unfavorable to us.

Acquisitions we pursue in our industry and related industries could result in operating difficulties, dilution to our stockholders and other consequences harmful to our business.

As part of our growth strategy, we may selectively pursue strategic acquisitions in our industry and related industries. We may not be able to consummate such acquisitions, which could adversely impact our growth. If we do consummate acquisitions, integrating an acquired company, business or technology may result in unforeseen operating difficulties and expenditures, including:

	●	increased expenses due to transaction and integration costs;

	●	potential liabilities of the acquired businesses;

	●	potential adverse tax and accounting effects of the acquisitions;

	●	diversion of capital and other resources from our existing businesses;

	●	diversion of our management’s attention during the acquisition process and any transition periods;

	●	loss of key employees of the acquired businesses following the acquisition; and

	●	inaccurate budgets and projected financial statements due to inaccurate valuation assessments of the acquired businesses.

Foreign acquisitions also involve unique risks related to integration of operations across different cultures and languages, currency risks and the particular economic, political and regulatory risks associated with specific countries.

Our evaluations of potential acquisitions may not accurately assess the value or prospects of acquisition candidates, and the anticipated benefits from our future acquisitions may not materialize. In addition, future acquisitions or dispositions could result in potentially dilutive issuances of our equity securities, including our common stock, the incurrence of debt, contingent liabilities or amortization expenses, or write-offs of goodwill, any of which could harm our financial condition.

We face significant risks associated with the development and redevelopment of properties that we acquire.

We may, from time to time, engage in development or redevelopment of properties that we acquire. Development and redevelopment activities entail risks that could adversely impact our financial condition and results of operations, including:

● construction costs, which may exceed our original estimates due to increases in materials, labor or other costs, which could make the project less profitable; ● permitting or construction delays, which may result in increased project costs, as well as deferred revenue; ● unavailability of raw materials when needed, which may result in project delays, stoppages or interruptions, which could make the project less profitable; ● claims for warranty, product liability and construction defects after a property has been built; ● health and safety incidents and site accidents; ● poor performance or nonperformance by, or disputes with, any of our contractors, subcontractors or other third parties on whom we rely; ● unforeseen engineering, environmental or geological problems, which may result in delays or increased costs; ~~● labor stoppages, slowdowns or interruptions;~~

● labor stoppages, slowdowns or interruptions; ● liabilities, expenses or project delays, stoppages or interruptions as a result of challenges by third parties in legal proceedings; and ● weather-related and geological interference, including landslides, earthquakes, floods, drought, wildfires and other events, which may result in delays or increased costs.

Failure to complete development or redevelopment activities on budget or on schedule may adversely affect our financial condition and results of operations and the ability of our future tenants at such properties to make payments under their leases with us.

Liability for uninsured losses could adversely affect our financial condition.

While the terms of our leases with our future tenants would generally require property and casualty insurance, losses from disaster-type occurrences, such as earthquakes, floods and weather-related disasters, and other types of insurance, such as landlord’s rental loss insurance, may be either uninsurable or not insurable on economically viable terms. Should an uninsured loss occur, we could lose our capital investment or anticipated profits and cash flows from one or more properties.

Contingent or unknown liabilities could materially and adversely affect our business, financial condition, liquidity and results of operations.

We may in the future acquire properties, subject to liabilities and without any recourse, or with only limited recourse, with respect to unknown liabilities. As a result, if a claim were asserted against us based on ownership of any of these properties, we may have to pay substantial amounts to defend or settle the claim. If the magnitude of such unknown liabilities is high, individually or in the aggregate, our business, financial condition, liquidity and results of operations would be materially and adversely affected.

The assets we acquire may be subject to impairment charges.

We would periodically evaluate the real estate investments we acquire and other assets for impairment indicators. The judgment regarding the existence of impairment indicators is based upon factors such as market conditions, tenant performance and legal structure. For example, the termination of a lease by a tenant may lead to an impairment charge. If we determine that an impairment has occurred, we would be required to make an adjustment to the net carrying value of the asset which could have an adverse effect on our results of operations in the period in which the impairment charge is recorded.

We may purchase properties subject to ground leases that expose us to the loss of such properties upon breach or termination of the ground leases.

A ground lease agreement permits a tenant to develop and/or operate a land parcel (property) during the lease period, after which the land parcel and all improvements revert back to the property owner. Under a ground lease, property improvements are owned by the property owner unless an exception is created and all relevant taxes incurred during the lease period are paid for by the tenant. Ground leases typically have a long duration generally ranging from 50 to 99 years with additional extension options. As a lessee under a ground lease, we would be exposed to the possibility of losing the property upon termination, or an earlier breach by us, of the ground lease, which could have a material adverse effect on our business, financial condition and results of operations, our ability to make distributions to our stockholders and the trading price of our common stock.

Interruption or failure of our information technology systems could impair our ability to effectively and timely provide our services and products, which could damage our reputation and have an adverse impact on our operating results.

Our systems are vulnerable to damage or interruption from earthquakes, hurricanes, terrorist attacks, floods, fires, power loss, telecommunications failures, computer viruses or other attempts to harm our systems, and similar events. Our facilities are located in areas with a high risk of major earthquakes and are also subject to break-ins, sabotage and intentional acts of vandalism. Some of our systems are not fully redundant, and our disaster recovery planning cannot account for all eventualities. The occurrence of a natural disaster or other unanticipated problems at our Santa Monica, California facility or manufacturing facility located in Orange County, California could result in lengthy interruptions in our projects and our ability to deliver services. An error or defect in the software, a failure in the hardware, a failure of our backup facilities could delay our delivery of products and services and could result in significantly increased production costs, hinder our ability to retain and attract clients and damage our brand if clients believe we are unreliable. Given our reliance on our industry relationships, it could also result in a decrease in our revenues and otherwise adversely affect our business and operating results.

Our insurance policies are expensive and only protect us from some business risks, which will leave us exposed to significant uninsured liabilities.

We do not carry insurance for all categories of risk that our business may encounter. Some of the policies that we generally maintain include general liability, automobile and property insurance. We do not know, however, if we will be able to maintain insurance with adequate levels of coverage. In addition, we do not know if we will be able to obtain and maintain coverage for the business in which we engage. No assurance can be given that an insurance carrier will not seek to cancel or deny coverage after a claim has occurred. Any significant uninsured liability may require us to pay substantial amounts, which would adversely affect our business, financial condition and business results.

Our business is subject to the risks of earthquakes, fires, floods, power outages and other catastrophic events, and to interruption by manmade problems such as terrorism. A disruption at our production facility could adversely impact our results of operations, cash flows and financial condition.

All of our products are produced in one location, which is located in Southern California. A significant natural disaster, such as an earthquake, fire or a flood or a significant power outage could have a material adverse impact on our business, financial condition or operating results. If there were a catastrophic failure at our major production facility, our business would be adversely affected. The loss of a substantial amount of inventory – through fire, other natural or man-made disaster, contamination, or otherwise – could result in a significant reduction in supply of the affected product or products. Similarly, if we experienced a disruption in the supply of our products, our business could suffer. A consequence of any of these supply disruptions could be our inability to meet consumer demand for the affected products for a period of time. In addition, there can be no assurance that insurance proceeds would cover the replacement value of our products or other assets if they were to be lost. In addition, if a catastrophe such as an earthquake, fire, flood or power loss should affect one of the third parties on which we rely, our business prospects could be harmed. Moreover, acts of terrorism could cause disruptions in our business or the business of our third-party service providers, partners, customers or the economy as a whole.

Future tax law changes and/or interpretation of existing tax laws may adversely affect our effective income tax rate and the resolution of unrecognized tax benefits.

We are subject to income taxation in the U.S. It is possible that future income tax legislation may be enacted that could have a material impact on our income tax provision. We believe that our tax estimates are reasonable and appropriate, however, there are inherent uncertainties in these estimates. As a result, the ultimate outcome from any potential audit could be materially different from amounts reflected in our income tax provisions and accruals. Future settlements of income tax audits may have a material effect on earnings between the period of initial recognition of tax estimates in the financial statements and the timing of ultimate tax audit settlement.

Potential liabilities and costs from litigation and other legal proceedings could adversely affect our business.

From time to time we may be subject to various lawsuits, claims, disputes and investigations in the normal conduct of our operations. These include, but are not limited to, commercial disputes, including purported class actions, employment claims, actions by tax and customs authorities, and environmental matters. Some of these legal proceedings may include claims for substantial or unspecified damages. It is possible that some of the actions could be decided unfavorably and could adversely affect our results of operations, cash flows or financial condition. In addition, because litigation and other legal proceedings can be costly to defend, even actions that are ultimately decided in our favor could have a negative impact on our results of operations and cash flows. If Tara Spencer enforces the Labor Commission judgment against the Company for the amount owed, this may result in a material adverse effect on our financial condition.

Historical financial statements may not be reflective of our future results of operations, cash flows, and financial condition.

Although we believe that you have been provided access to all material information necessary to make an informed assessment of our assets and liabilities, financial position, profits and losses and prospects, historical financial statements do not represent what our results of operations, cash flows, or financial position will be in the future.

The occurrence of cyber incidents or cyber attacks could disrupt our operations, result in the loss of confidential information and/or damage our business relationships and reputation.

We rely on technology to run our business, and as such we are subject to risk from cyber incidents, including cyber attacks attempting to gain unauthorized access to our systems to disrupt operations, corrupt data or steal confidential information, and other electronic security breaches. While we have implemented measures to help mitigate these threats, such measures cannot guarantee that we will be successful in preventing a cyber incident. The occurrence of a cyber incident or cyber attack could disrupt our operations, compromise the confidential information of our employees or tenants, and/or damage our business relationships and reputation.

Risks Related to Financing Our Business

Our growth depends on external sources of capital, which may not be available on favorable terms or at all. If this source of funding is unavailable to us, our growth may be limited and our levered return on the properties we purchase may be lower.

We expect to acquire additional real estate assets, which we intend to finance primarily through newly issued equity or debt. We may not be in a position to take advantage of attractive investment opportunities for growth if we are unable, due to global or regional economic uncertainty, changes in the state or federal regulatory environment relating to our industry, our own operating or financial performance or otherwise, to access capital markets on a timely basis and on favorable terms or at all.

Our access to capital will depend upon a number of factors over which we have little or no control, including general market conditions and the market’s perception of our current and potential future earnings. If general economic instability or downturn leads to an inability to borrow at attractive rates or at all, our ability to obtain capital to finance the purchase of real estate assets could be negatively impacted.

If we are unable to obtain capital on terms and conditions that we find acceptable, we likely will have to reduce the number of properties we can purchase. In addition, our ability to refinance all or any debt we may incur in the future, on acceptable terms or at all, is subject to all of the above factors, and will also be affected by our future financial position, results of operations and cash flows, which additional factors are also subject to significant uncertainties, and therefore we may be unable to refinance any debt we may incur in the future, as it matures, on acceptable terms or at all. All of these events would have a material adverse effect on our business, financial condition, liquidity and results of operations.36

36If we are unable to obtain capital on terms and conditions that we find acceptable, we likely will have to reduce the number of properties we can purchase. In addition, our ability to refinance all or any debt we may incur in the future, on acceptable terms or at all, is subject to all of the above factors, and will also be affected by our future financial position, results of operations and cash flows, which additional factors are also subject to significant uncertainties, and therefore we may be unable to refinance any debt we may incur in the future, as it matures, on acceptable terms or at all. All of these events would have a material adverse effect on our business, financial condition, liquidity and results of operations.

Any future indebtedness reduces our cash available for distribution and may expose us to the risk of default.

Payments of principal and interest on our borrowings that we may incur in the future may leave us with insufficient cash resources to operate the properties that we expect to acquire. Our level of debt and the limitations imposed on us by debt agreements could have significant material and adverse consequences, including the following:

	●	our cash flow may be insufficient to meet our required principal and interest payments;

	●	we may be unable to borrow additional funds as needed or on favorable terms, or at all;

	●	we may be unable to refinance our indebtedness at maturity or the refinancing terms may be less favorable than the terms of our original indebtedness;

	●	to the extent we borrow debt that bears interest at variable rates, increases in interest rates could materially increase our interest expense;

	●	we may be forced to dispose of one or more of the properties that we expect to acquire, possibly on disadvantageous terms;

	●	we may default on our obligations or violate restrictive covenants, in which case the lenders may accelerate these debt obligations; and

	●	our default under any loan with cross default provisions could result in a default on other indebtedness.

If any one of these events were to occur, our financial condition, results of operations, cash flow, and our ability to make distributions to our stockholders could be materially and adversely affected.

Risks Related to Our Organization and Structure

We are dependent on our key personnel for our success.

We depend upon the efforts, experience, diligence, skill and network of business contacts of our senior management team, and our success will depend on their continued service. The departure of any of our executive officers or key personnel could have a material adverse effect on our business. If any of our key personnel were to cease their employment, our operating results could suffer. Further, we do not intend to maintain key person life insurance that would provide us with proceeds in the event of death or disability of any of our key personnel.

We believe our future success depends upon our senior management team’s ability to hire and retain highly skilled managerial, operational and marketing personnel. Competition for such personnel is intense, and we cannot assure you that we will be successful in attracting and retaining such skilled personnel. If we lose or are unable to obtain the services of key personnel, our ability to implement our investment strategies could be delayed or hindered, and the value of our common stock may decline.

Furthermore, we may retain independent contractors to provide various services for us, including administrative services, transfer agent services and professional services. Such contractors have no fiduciary duty to us and may not perform as expected or desired.

~~Our senior management team would manage our portfolio subject to very broad investment guidelines.~~37

Our senior management team ~~will~~would ~~have~~manage ~~broad discretion over~~ our ~~investments, and our stockholders will have no opportunity to evaluate the~~ ~~terms~~portfolio of transactions or other economic or financial data concerning our investments that are not described in periodic filings with the SEC. We will rely on the senior management team’s ability to execute acquisitions and dispositions of multifamily properties, subject to ~~the oversight and approval of our board of directors. Our senior management team will be authorized to pursue acquisitions and dispositions of real estate investments in accordance with~~ very broad investment guidelines~~, subject to approval of our board of directors~~.

37Our senior management team will have broad discretion over our investments, and our stockholders will have no opportunity to evaluate the terms of transactions or other economic or financial data concerning our investments that are not described in periodic filings with the SEC. We will rely on the senior management team’s ability to execute acquisitions and dispositions of multifamily properties, subject to the oversight and approval of our board of directors. Our senior management team will be authorized to pursue acquisitions and dispositions of real estate investments in accordance with very broad investment guidelines, subject to approval of our board of directors.

Our board of directors may change our investment objectives and strategies without stockholder consent.

Our board of directors determines our major policies, including with regard to financing, growth, debt capitalization and distributions. Our board of directors may amend or revise these and other policies without a vote of the stockholders. Our stockholders generally have a right to vote only on the following matters:

	●	the election or removal of directors;

	●	the amendment of our charter, except that our board of directors may amend our charter without stockholder approval to:

	●	change our name;

	●	change the name or other designation or the par value of any class or series of stock and the aggregate par value of our stock;

	●	increase or decrease the aggregate number of shares of stock that we have the authority to issue;

	●	increase or decrease the number of our shares of any class or series of stock that we have the authority to issue; and

	●	effect certain reverse stock splits;

	●	our liquidation and dissolution; and

	●	our being a party to a merger, consolidation, sale or other disposition of all or substantially all of our assets or statutory share exchange.

All other matters are subject to the discretion of our board of directors.

Our authorized but unissued shares of common and preferred stock may prevent a change in our control.

Our Articles of Incorporation permits our board of directors to authorize us to issue additional shares of our authorized but unissued common or preferred stock. In addition, our board of directors may, without stockholder approval, amend our Articles of Incorporation to increase the aggregate number of our shares of stock or the number of shares of stock of any class or series that we have the authority to issue and classify or reclassify any unissued shares of common or preferred stock and set the terms of the classified or reclassified shares. As a result, our board of directors may establish a class or series of shares of common or preferred stock that could delay or prevent a transaction or a change in control that might involve a premium price for shares of our common stock or otherwise be in the best interest of our stockholders.

Severance agreements with our executive officers could be costly and prevent a change in our control.

The severance agreements that we entered into with our executive officers provide that, if their employment with us terminates under certain circumstances (including upon a change in our control), we may be required to pay them significant amounts of severance compensation, including accelerated vesting of equity awards, thereby making it costly to terminate their employment. Furthermore, these provisions could delay or prevent a transaction or a change in our control that might involve a premium paid for our common stock or otherwise be in the best interests of our stockholders.

Because of our holding company structure, we depend on our Operating Partnership and its subsidiaries for cash flow and we will be structurally subordinated in right of payment to the obligations of such operating subsidiary and its subsidiaries.

We are a holding company with no business operations of our own. Our only significant asset is and will be the general and limited partnership interests in our Operating Partnership. We conduct, and intend to conduct, all of our business operations through our Operating Partnership. Accordingly, our only source of cash to pay our obligations is distributions from our Operating Partnership and its subsidiaries of their net earnings and cash flows. We cannot assure our stockholders that our Operating Partnership or its subsidiaries will be able to, or be permitted to, make distributions to us that will enable us to make distributions to our stockholders from cash flows from operations. Each of our Operating Partnership’s subsidiaries is or will be a distinct legal entity and, under certain circumstances, legal and contractual restrictions may limit our ability to obtain cash from such entities. In addition, because we are a holding company, your claims as stockholders will be structurally subordinated to all existing and future liabilities and obligations of our Operating Partnership and its subsidiaries. Therefore, in the event of our bankruptcy, liquidation or reorganization, our assets and those of our Operating Partnership and its subsidiaries will be able to satisfy your claims as stockholders only after all of our and our Operating Partnership’s and its subsidiaries’ liabilities and obligations have been paid in full.

Our Operating Partnership may issue additional limited partnership interests to third parties without the consent of our stockholders, which would reduce our ownership percentage in our Operating Partnership and would have a dilutive effect on the amount of distributions made to us by our Operating Partnership and, therefore, the amount of distributions we can make to our stockholders.

We are the sole general partner of our Operating Partnership and own, directly or through a subsidiary, 100% of the outstanding partnership interests in our Operating Partnership. We may, in connection with our acquisition of properties or otherwise, cause our Operating Partnership to issue additional limited partnership interests to third parties. Such issuances would reduce our ownership percentage in our Operating Partnership and affect the amount of distributions made to us by our Operating Partnership and, therefore, the amount of distributions we can make to our stockholders. Because our stockholders will not directly own any interest in our Operating Partnership, our stockholders will not have any voting rights with respect to any such issuances or other partnership level activities of our Operating Partnership.

If we issue limited partnership interests in our Operating Partnership in exchange for property, the value placed on such partnership interests may not accurately reflect their market value, which may dilute your interest in us.

If we issue limited partnership interests in our Operating Partnership in exchange for property, the per unit value attributable to such interests will be determined based on negotiations with the property seller and, therefore, may not reflect the fair market value of such limited partnership interests if a public market for such limited partnership interests existed. If the value of such limited partnership interests is greater than the value of the related property, your interest in us may be diluted.

Our rights and the rights of our stockholders to take action against our directors and officers are limited, which could limit your recourse in the event of actions not in your best interests.

We intend to enter into indemnification agreements with each of our executive directors and officers that provide for indemnification to the maximum extent permitted by Nevada law.

We plan to continue to operate our business so that we are not required to register as an investment company under the Investment Company Act.

We intend to engage primarily in the business of investing in real estate and we have not and do not intend to register as an investment company under the Investment Company Act. If our primary business were to change in a manner that would require us register as an investment company under the Investment Company Act, we would have to comply with substantial regulation under the Investment Company Act which could restrict the manner in which we operate and finance our business and could materially and adversely affect our business operations and results.

Risks Related to Our Common Stock

There currently is only a minimal public market for our common stock. Failure to develop or maintain a trading market could negatively affect the value of our common stock and make it difficult or impossible for you to sell your shares.

There currently is only a minimal public market for shares of our common stock and an active market may never develop. Our common stock is quoted on the OTC Pink Market operated by the OTC Market’s Group, Inc. under the symbol “NIHK”. We may not ever be able to satisfy the listing requirements for our common stock to be listed on any stock exchange, including the trading platforms of the NASDAQ Stock Market which are often more widely-traded and liquid markets. Some, but not all, of the factors which may delay or prevent the listing of our common stock on a more widely-traded and liquid market include the following: our stockholders’ equity may be insufficient; the market value of our outstanding securities may be too low; our net income from operations may be too low; our common stock may not be sufficiently widely held; we may not be able to secure market makers for our common stock; and we may fail to meet the rules and requirements mandated by, any of the several exchanges and markets to have our common stock listed.

Some of the factors that could negatively affect the share price or result in fluctuations in the price or trading volume of our common stock include:

	●	our actual or projected operating results, financial condition, cash flows and liquidity or changes in business strategy or prospects;

	●	changes in government policies, regulations or laws;

	●	our ability to make acquisitions on preferable terms or at all;

	●	the performance of our current properties and additional properties that we acquire;

	●	equity issuances by us, or share resales by our stockholders, or the perception that such issuances or resales may occur;

	●	actual or anticipated accounting problems;

	●	changes in market valuations of similar companies;

	●	adverse market reaction to any increased indebtedness we may incur in the future;

	●	interest rate changes;

	●	additions to or departures of our senior management team;

	●	speculation in the press or investment community or negative press in general;

	●	our failure to meet, or the lowering of, our earnings estimates or those of any securities analysts;

	●	refusal of securities clearing firms to accept deposits of our securities;

	●	the realization of any of the other risk factors presented in this report;

	●	actions by institutional stockholders;

	●	price and volume fluctuations in the stock market generally; and

	●	market and economic conditions generally, including the current state of the credit and capital markets and the market and economic conditions.

Market factors unrelated to our performance could also negatively impact the market price of our common stock. One of the factors that investors may consider in deciding whether to buy or sell our common stock.

The market price for our common stock is particularly volatile given our status as a relatively unknown company with a small and thinly traded public float, limited operating history and lack of profits which could lead to wide fluctuations in our share price. You may be unable to sell your common stock at or above your conversion price, which may result in substantial losses to you.

The market for our common stock is characterized by significant price volatility when compared to seasoned issuers, and we expect that our share price will continue to be more volatile than a seasoned issuer for the indefinite future. The volatility in our share price is attributable to a number of factors. First, as noted above, our common stock are sporadically and thinly traded. As a consequence of this lack of liquidity, the trading of relatively small quantities of shares by our shareholders may disproportionately influence the price of those shares in either direction. The price for our shares could, for example, decline precipitously in the event that a large number of our common stock are sold on the market without commensurate demand, as compared to a seasoned issuer which could better absorb those sales without adverse impact on its share price. Secondly, we are a speculative or “risky” investment due to our limited operating history and lack of profits to date, and uncertainty of future market acceptance for our potential products and services. As a consequence of this enhanced risk, more risk-adverse investors may, under the fear of losing all or most of their investment in the event of negative news or lack of progress, be more inclined to sell their shares on the market more quickly and at greater discounts than would be the case with the stock of a seasoned issuer. Many of these factors are beyond our control and may decrease the market price of our common stock, regardless of our operating performance. We cannot make any predictions or projections as to what the prevailing market price for our common stock will be at any time, including as to whether our common stock will sustain their current market prices, or as to what effect that the sale of shares or the availability of common stock for sale at any time will have on the prevailing market price.

The application of the “penny stock” rules could adversely affect the market price of our common stock and increase your transaction costs to sell those shares.

The SEC has adopted rule 3a51-1 which establishes the definition of a “penny stock,” for the purposes relevant to us, as any equity security that has a market price of less than $5.00 per share or with an exercise price of less than $5.00 per share, subject to certain exceptions. For any transaction involving a penny stock, unless exempt, Rule 15g-9 requires:

	●	that a broker or dealer approve a person’s account for transactions in penny stocks, and

	●	the broker or dealer receives from the investor a written agreement to the transaction, setting forth the identity and quantity of the penny stock to be purchased.

~~In order to approve a person’s account for transactions in penny stocks, the broker or dealer must:~~41

●In ~~obtain~~order ~~financial~~to ~~information~~approve ~~and~~a ~~investment~~person’s account ~~experience~~for ~~objectives~~transactions ofin ~~the~~penny ~~person~~stocks, ~~and~~the broker or dealer must:

41● obtain financial information and investment experience objectives of the person, and ● make a reasonable determination that the transactions in penny stocks are suitable for that person and the person has sufficient knowledge and experience in financial matters to be capable of evaluating the risks of transactions in penny stocks.

●The ~~make~~broker aor ~~reasonable~~dealer ~~determination~~must also ~~that~~deliver, ~~the~~prior ~~transactions~~to any transaction in a penny ~~stocks~~stock, ~~are~~a ~~suitable~~disclosure ~~for~~schedule ~~that~~prescribed ~~person~~by ~~and~~ the ~~person~~SEC ~~has~~relating ~~sufficient knowledge and experience in financial matters~~ to ~~be capable of evaluating~~ the ~~risks~~penny ofstock ~~transactions~~market, which, in ~~penny~~highlight ~~stocks.~~form:

~~The~~ ● sets forth the basis on which the broker or dealer ~~must~~made ~~also~~the ~~deliver~~suitability determination, ~~prior~~and to● ~~any~~that ~~transaction~~the inbroker aor ~~penny~~dealer ~~stock,~~received a ~~disclosure~~signed, ~~schedule~~written ~~prescribed~~agreement byfrom the ~~SEC~~investor ~~relating~~prior to the ~~penny stock market, which, in highlight form:~~transaction.

●Generally, ~~sets~~brokers ~~forth~~may ~~the~~be less ~~basis~~willing onto ~~which~~execute ~~the~~transactions ~~broker~~in orsecurities ~~dealer~~subject ~~made~~to the ~~suitability~~“penny ~~determination,~~stock” ~~and~~rules. ●This ~~that~~may ~~the~~make ~~broker~~it ormore ~~dealer~~difficult ~~received~~for investors ato ~~signed,~~dispose ~~written~~of ~~agreement~~our ~~from~~common ~~the~~stock ~~investor~~and ~~prior~~cause toa decline in the ~~transaction~~market value of our stock.

~~Generally, brokers~~The ~~may~~application beof Rule ~~less~~144 ~~willing~~creates tosome ~~execute~~investment ~~transactions~~risk into ~~securities~~potential ~~subject~~investors; tofor ~~the~~example, ~~“penny~~existing ~~stock”~~shareholders ~~rules.~~may ~~This~~be ~~may~~able ~~make~~to itrely ~~more difficult~~on ~~for~~Rule ~~investors~~144 to ~~dispose~~sell some of ~~our~~their ~~common~~holdings, ~~stock~~driving ~~and~~down ~~cause~~the aprice ~~decline~~of in the ~~market~~shares ~~value~~you ~~of our stock~~purchased.

The ~~application~~ ofSEC adopted amendments to Rule 144 ~~creates~~which ~~some~~became ~~investment~~effective ~~risk~~on February 15, 2008 that apply to ~~potential~~securities ~~investors;~~acquired ~~for~~both ~~example~~before and after that date. Under these amendments, ~~existing~~a ~~shareholders~~person ~~may~~who has beneficially owned restricted shares of our common stock for at least six months would be ~~able~~entitled to ~~rely on~~sell ~~Rule~~their ~~144~~securities provided that: (i) such person is not deemed to ~~sell~~have ~~some~~been one of ~~their~~our ~~holdings~~affiliates at the time of, ~~driving~~or ~~down~~at any time during the ~~price~~three ofmonths preceding a sale, (ii) we are subject to the ~~shares~~Exchange ~~you~~Act ~~purchased~~periodic reporting requirements for at least 90 days before the sale and (iii) if the sale occurs prior to satisfaction of a one-year holding period, we provide current information at the time of sale.

~~The SEC~~Persons ~~adopted amendments to Rule 144 which became effective on February 15, 2008 that apply to securities acquired both before and after that date. Under these amendments, a person~~ who ~~has~~have beneficially owned restricted shares of our common stock for at least six months ~~would~~ bebut ~~entitled~~who toare ~~sell their securities provided that: (i) such person is not deemed to have been one of~~ our affiliates at the time of, or at any time during the three months preceding a sale, ~~(ii)~~would webe ~~are~~ subject to ~~the~~additional ~~Exchange~~restrictions, ~~Act~~by ~~periodic~~which ~~reporting~~such ~~requirements for~~person atwould ~~least~~be 90entitled ~~days~~to ~~before~~sell ~~the~~within ~~sale~~any three-month ~~and~~period ~~(iii)~~only ifa ~~the~~number ~~sale occurs prior to satisfaction~~ of asecurities ~~one-year~~that ~~holding~~does ~~period,~~not weexceed ~~provide~~the ~~current information~~greater atof ~~the~~either ~~time~~ of ~~sale.~~the following:

~~Persons who~~● ~~have~~1% ~~beneficially~~of ~~owned~~the ~~restricted~~total ~~shares~~number of ~~our~~securities ~~common~~of ~~stock~~the ~~for~~same atclass ~~least~~then ~~six~~outstanding ~~months~~(shares ~~but~~of ~~who~~common ~~are~~stock ~~our~~as ~~affiliates~~of at the ~~time~~date of, this Report); or at● ~~any~~the ~~time~~average weekly trading volume of such securities during the ~~three~~four ~~months~~calendar weeks preceding the filing of a ~~sale,~~notice ~~would~~on beForm ~~subject~~144 with respect to ~~additional~~the ~~restrictions~~sale; ● provided, byin ~~which~~each ~~such~~case, ~~person~~that ~~would~~we beare ~~entitled~~ subject to ~~sell~~the ~~within~~Exchange ~~any~~Act periodic reporting requirements for at least three~~-month~~ ~~period~~months ~~only~~before athe ~~number~~sale. ofSuch ~~securities~~sales ~~that~~by ~~does~~affiliates ~~not~~must ~~exceed~~also comply with the ~~greater~~manner of ~~either~~sale, current public information and notice provisions of ~~the~~Rule ~~following:~~144.

● 1% of the total number of securities of the same class then outstanding (shares of common stock as of the date of this Report); or ● the average weekly trading volume of such securities during the four calendar weeks preceding the filing of a notice on Form 144 with respect to the sale; ● provided, in each case, that we are subject to the Exchange Act periodic reporting requirements for at least three months before the sale. Such sales by affiliates must also comply with the manner of sale, current public information and notice provisions of Rule 144.42

Frank I Igwealor, our majority stockholder, director and executive officer, owns a large percentage of our voting stock, which allows him to exercise significant influence over matters subject to stockholder approval.

Frank I Igwealor, our majority stockholder, director and executive officer, will have substantial influence over the outcome of corporate actions requiring shareholder approval, including the election of directors, any merger, consolidation or sale of all or substantially all of our assets or any other significant corporate transaction. In particular, because our President, Chief Executive Officer, Chief Financial Officer, Treasurer, Secretary and a director, Mr. Igwealor, who controls 60% of our voting stock as of November 21, 2019, will be able to exert such influence. This shareholder may also delay or prevent a change of control or otherwise discourage a potential acquirer from attempting to obtain control of us, even if such a change of control would benefit our other shareholders. This significant concentration of stock and voting ownership may adversely affect the value of our common stock due to investors’ perception that conflicts of interest may exist or arise.

42We may enter into acquisitions and take actions in connection with such transactions that could adversely affect our business and results of operations.

WeOur future growth rate depends in part on our selective acquisition of additional businesses and assets. We may ~~enter~~be ~~into~~unable to identify suitable targets for acquisition or make further acquisitions at favorable prices. If we identify a suitable acquisition candidate, our ability to successfully complete the acquisition would depend on a variety of factors, and ~~take~~may ~~actions~~include our ability to obtain financing on acceptable terms and requisite government approvals. In addition, any credit agreements or credit facilities that we may enter into in the future may restrict our ability to make certain acquisitions. In connection with ~~such~~future ~~transactions~~acquisitions, we could take certain actions that could adversely affect our business ~~and results~~, ~~of operations.~~including:

~~Our future~~● ~~growth~~using ~~rate~~a ~~depends~~significant inportion ~~part~~of on our ~~selective~~available ~~acquisition~~cash; of● ~~additional~~issuing ~~businesses~~equity ~~and assets. We may be unable to identify suitable targets for acquisition or make further acquisitions at favorable prices. If we identify a suitable acquisition candidate~~securities, ~~our~~which ~~ability to successfully complete the acquisition~~ would ~~depend~~dilute oncurrent astockholders’ ~~variety~~percentage ofownership; ~~factors,~~● ~~and~~incurring ~~may~~substantial ~~include~~debt; ~~our~~● ~~ability~~incurring toor ~~obtain~~assuming ~~financing~~contingent ~~on acceptable terms and requisite government approvals. In addition~~liabilities, ~~any~~known ~~credit agreements~~ or ~~credit~~unknown; ~~facilities~~● ~~that~~incurring weamortization ~~may~~expenses ~~enter~~related ~~into in the future may restrict our ability~~ to ~~make~~intangibles; ~~certain~~and ~~acquisitions.~~● Inincurring ~~connection~~large ~~with~~accounting ~~future~~write-offs ~~acquisitions,~~or ~~we could take certain actions that could adversely affect our business, including:~~impairments.

●We ~~using~~may aalso ~~significant~~enter ~~portion~~into ofjoint ventures, ~~our~~which ~~available~~involve ~~cash;~~certain ●unique ~~issuing~~risks, ~~equity~~including, ~~securities~~among others, ~~which~~risks ~~would~~relating ~~dilute~~to ~~current~~the ~~stockholders’~~lack ~~percentage~~of ~~ownership;~~full ●control ~~incurring~~of ~~substantial~~the ~~debt;~~joint ●venture, potential ~~incurring~~disagreements orwith ~~assuming~~our ~~contingent~~joint ~~liabilities,~~venture ~~known~~partners orabout ~~unknown;~~how ●to ~~incurring~~manage ~~amortization~~the ~~expenses~~joint ~~related~~venture, conflicting interests of the joint venture, requirement to ~~intangibles;~~fund ~~and~~the ●joint ~~incurring~~venture ~~large~~and ~~accounting~~its ~~write-offs~~business ornot ~~impairments~~being profitable.

WeIn addition, we cannot be certain that the due diligence investigation that we conduct with respect to any investment or acquisition opportunity will reveal or highlight all relevant facts that may ~~also~~be ~~enter~~necessary ~~into~~or ~~joint~~helpful ~~ventures,~~in ~~which~~evaluating ~~involve~~such ~~certain~~investment ~~unique~~opportunity. ~~risks~~For example, ~~including~~instances of fraud, accounting ~~among~~irregularities ~~others~~and other deceptive practices can be difficult to detect. Executive officers, ~~risks~~directors and employees may be named as defendants in litigation involving a company we are acquiring or have acquired. Even if we conduct extensive due diligence on a particular investment or acquisition, we may fail to uncover all material issues relating to ~~the~~such ~~lack~~investment, including regarding controls and procedures of a particular target or the full ~~control~~ scope of its contractual arrangements. We rely on our due diligence to identify potential liabilities in the ~~joint~~businesses ~~venture~~we acquire, including such things as potential ~~disagreements~~or ~~with~~actual lawsuits, contractual obligations or liabilities imposed by government regulation. However, our ~~joint~~due ~~venture~~diligence ~~partners~~process ~~about~~may ~~how~~not touncover ~~manage~~these ~~the~~liabilities, ~~joint~~and ~~venture~~where we identify a potential liability, ~~conflicting~~we ~~interests~~may incorrectly believe that we can consummate the acquisition without subjecting ourselves to that liability. Therefore, it is possible that we could be subject to litigation in respect of these acquired businesses. If our due diligence fails to identify issues specific to an investment or acquisition, we may obtain a lower return from that transaction than the ~~joint~~investment ~~venture~~would return or otherwise subject ourselves to unexpected liabilities. We may also be forced to write-down or write-off assets, ~~requirement~~restructure our operations or incur impairment or other charges that could result in our reporting losses. Charges of this nature could contribute to ~~fund~~negative ~~the~~market perceptions ~~joint~~about ~~venture~~us ~~and~~or ~~its~~our ~~business~~shares ~~not~~of ~~being~~common ~~profitable~~stock.

In addition, we cannot be certain that the due diligence investigation that we conduct with respect to any investment or acquisition opportunity will reveal or highlight all relevant facts that may be necessary or helpful in evaluating such investment opportunity. For example, instances of fraud, accounting irregularities and other deceptive practices can be difficult to detect. Executive officers, directors and employees may be named as defendants in litigation involving a company we are acquiring or have acquired. Even if we conduct extensive due diligence on a particular investment or acquisition, we may fail to uncover all material issues relating to such investment, including regarding controls and procedures of a particular target or the full scope of its contractual arrangements. We rely on our due diligence to identify potential liabilities in the businesses we acquire, including such things as potential or actual lawsuits, contractual obligations or liabilities imposed by government regulation. However, our due diligence process may not uncover these liabilities, and where we identify a potential liability, we may incorrectly believe that we can consummate the acquisition without subjecting ourselves to that liability. Therefore, it is possible that we could be subject to litigation in respect of these acquired businesses. If our due diligence fails to identify issues specific to an investment or acquisition, we may obtain a lower return from that transaction than the investment would return or otherwise subject ourselves to unexpected liabilities. We may also be forced to write-down or write-off assets, restructure our operations or incur impairment or other charges that could result in our reporting losses. Charges of this nature could contribute to negative market perceptions about us or our shares of common stock.43

Social Media Presents Risks.

The use of social media could cause us to suffer brand damage or unintended information disclosure. Negative posts or communications about us on a social networking website could damage our reputation. Further, employees or others may disclose non-public information regarding us or our business or otherwise make negative comments regarding us on social networking or other websites, which could adversely affect our business and results of operations. As social media evolves we will be presented with new risks and challenges.

43We are, and may continue to be, subject to material litigation, including individual and class action lawsuits, as well as investigations and enforcement actions by regulators and governmental authorities. These matters are often expensive and time consuming, and, if resolved adversely, could adversely affect our business, operating results, and financial condition.

~~ITEM~~We have been, currently are, 1Band may from time to time become subject to claims, arbitrations, individual and class action lawsuits with respect to a variety of matters, including employment, consumer protection, advertising, and securities. ~~UNRESOLVED~~In ~~STAFF~~addition, ~~COMMENTS~~we have been, currently are, and may from time to time become subject to, government and regulatory investigations, inquiries, actions or requests, other proceedings and enforcement actions alleging violations of laws, rules, and regulations, both foreign and domestic. For example, On November 18, 2024, the Company, our officer and two directors were listed as defendants in a Complaint filed by the U.S. Securities and Exchange Commission in the Central District of California. The lawsuit targets Givemepower Corporation (“GMPW”), along with individuals Frank Igwealor and Patience Ogbozor, and entities including Alpharidge Capital LLC (“Alpharidge”), American Community Capital, LP (“AMCC”), Los Angeles Community Capital (“LACC”), Kid Castle Educational Corporation (“KDCE”), and Video River Networks, Inc. (“NIHK”). The SEC is pursuing various injunctions, including an officer and director bar and a penny stock bar against Igwealor and Ogbozor. The Company’s legal counsel is currently evaluating the complaint to determine the most effective strategy moving forward. Mr. Igwealor, our President and CEO and Ms. Ogbozor, one of our Directors, believes that they are innocent of the violations alleged in the November 18, 2024 SEC Complaint. The named defendants have retained the services of two attorneys who are well experienced in SEC litigation to defend against the complaint. There are no guarantees of the potential outcome of the November 18, 2024 SEC Complaint, in connection with which the SEC is seeking, among other relief, injunctive relief, disgorgement, and civil money penalties, and we and Coinbase, Inc. subsequently filed an answer to the November, 2024 SEC Complaint. The impact of the litigation relating to the November 2024 SEC Complaint, including the costs, timing, results and other potential consequences thereof, are unknown at this time. An adverse resolution of the November 2024 SEC Complaint could have a material impact on our business, operating results and financial condition.

~~As of December 31, 2023, there were no unresolved SEC comments issued to the Company.~~44

ITEM 2 1B. ~~PROPERTIES~~UNRESOLVED STAFF COMMENTS

~~While we~~As ~~currently own zero investment properties in Los Angeles California, we do not own any commercial or industrial property as at the date~~ of ~~filing.~~December ~~Our principal business~~31, ~~executive and registered statutory office is located at 370 Amapola Ave.~~2024, ~~Suite 200A, Torrance,~~ CAthere ~~90501~~were ~~and~~no ~~our~~unresolved ~~telephone~~SEC ~~number~~comments isissued ~~(310)~~to ~~895-1839 and email contact is invest@cbdxfund.com. The space is a shared office space, which at~~ the ~~current time is suitable for the conduct of our business~~Company.

ITEM 31C. ~~LEGAL PROCEEDINGS~~CYBERSECURITY

~~From~~Risk ~~time~~Management to time we may be involved in litigation relating to claims arising out of the operation of our business in the normal course of business. Other than as described below, as of the date of this filing we are not aware of potential dispute or pending litigation and ~~are~~ not currently involved in a litigation proceeding or governmental actions the outcome of which in management’s opinion would be material to our financial condition or results of operations. An adverse result in these or other matters may have, individually or in the aggregate, a material adverse effect on our business, financial condition or operating results.Strategy

AsOur operations are dependent upon information systems that support our business processes. In the ordinary course of ~~December~~our 31business, ~~2023,~~we ~~there~~collect and ~~was~~store nocertain ~~material~~confidential ~~proceeding~~information tosuch ~~which~~as ~~any~~information ofabout our ~~directors~~business partners, ~~officers~~investors, ~~affiliates~~contractors, orvendors, ~~stockholders~~and issuppliers. Cyber aintrusions ~~party adverse~~could toseriously ~~us.~~compromise ~~During~~our networks and the ~~past~~information ~~ten~~stored ~~years,~~therein nocould ~~present~~be ~~director~~accessed, ~~executive~~publicly ~~officer~~disclosed, misused, lost, or ~~person~~stolen. ~~nominated~~As such, we have established information security processes and policies using principles from industry recognized cybersecurity frameworks focused on: (i) developing organizational understanding to ~~become~~manage acybersecurity ~~director~~risks; or(ii) anapplying ~~executive~~safeguards to protect ~~officer~~our systems; (iii) detecting the occurrence of ~~us:~~a cybersecurity incident; (iv) responding to a cybersecurity incident; and (v) recovering from a cybersecurity incident. Where appropriate, these processes and policies are integrated into our overall risk management systems and processes.

~~(1)~~Information ~~had~~technology aand ~~petition~~data ~~under~~security, ~~the~~particularly ~~federal~~cybersecurity, ~~bankruptcy~~are ~~laws~~areas orof ~~any~~focus ~~state~~for ~~insolvency~~our ~~law~~management. ~~filed~~We byemploy ~~or against, or~~ a ~~receiver,~~ready-made ~~fiscal~~security ~~agent or similar~~model ~~officer~~that ~~appointed~~we byacquired afrom ~~court~~well-known vendors for ~~the~~risk-based ~~business~~controls orwith ~~property~~a offocus ~~such~~on ~~person,~~protecting orour ~~any~~data. ~~partnership~~We infollow ~~which he was~~ a ~~general~~cloud-first ~~partner at or~~approach ~~within~~to ~~two~~enable ~~years before the time of such filing~~scaling, ~~or any corporation or~~ business ~~association~~continuity, ofand ~~which~~access heto ~~was~~technology aninnovations ~~executive~~and ~~officer at or within ten years before the time of such filing;~~updates.

~~(2)~~Our ~~was~~cybersecurity ~~convicted~~risk inmanagement aprogram ~~criminal~~aims ~~proceeding~~to orprotect ~~subject~~and topreserve athe ~~pending~~confidentiality, ~~criminal~~integrity, ~~proceeding~~and ~~(excluding~~continued ~~traffic~~availability ~~violations~~of our data and includes controls and procedures for the identification, containment, and remediation of cyber threats. Our cybersecurity risk management program includes, among other ~~minor~~key ~~offenses);~~features:

~~(3)~~ ~~was~~● ~~subject~~regular tocybersecurity ~~any~~risk order, judgment or decree, not subsequently reversed, suspended or vacated, of any court of competent jurisdiction, permanently or temporarily enjoining him from or otherwise limiting his involvement in any of the following activities:assessments;

~~i. acting~~● ~~as a futures commission merchant, introducing broker, commodity trading advisor commodity pool operator, floor broker, leverage~~detection ~~transaction~~and ~~merchant,~~reporting ~~any other person regulated by the Commodity Futures Trading Commission, or an associated person~~ of any ofcybersecurity the foregoing, or as an investment adviser, underwriter, broker or dealer in securities, or as an affiliated person, director or employee of any investment company, bank, savings and loan association or insurance company, or engaging in or continuing any conduct or practice in connection with such activityevents;

~~ii.~~● periodic ~~engaging~~update inprocesses ~~any~~for ~~type~~cybersecurity ofsystem ~~business practice~~exercises; or

~~iii.~~● information ~~engaging~~security intraining ~~any~~program ~~activity~~that inincludes ~~connection~~annual ~~with~~information ~~the purchase or sale of any~~ security ~~or commodity or in connection with any violation of federal or state securities laws or federal commodities laws~~training; orand

~~(4)~~● cyber ~~was~~incident ~~the~~response ~~subject~~plan ofthat ~~any~~provides ~~order,~~controls ~~judgment~~and orprocedures ~~decree, not subsequently reversed, suspended or vacated, of an federal or state authority barring, suspending or otherwise limiting~~ for ~~more~~timely ~~than~~and 60accurate ~~days~~reporting ~~the right~~ of ~~such person to engage in~~ any ~~activity~~material ~~described in paragraph (3)~~cybersecurity ~~(i),~~incident ~~above, or~~ to ~~be associated with persons engaged in any such activity; or~~management.

~~(5)~~We ~~was~~assess ~~found~~our bycybersecurity arisk ~~court~~management ofprogram ~~competent~~at ~~jurisdiction~~least ~~(in~~annually aand ~~civil~~regularly ~~action),~~review ~~the~~our ~~Securities~~cyber ~~and~~incident ~~Exchange~~response ~~Commission~~plan. orOur ~~the Commodity Futures Trading~~processes ~~Commission~~and topolicies ~~have~~also ~~violated~~include athe ~~federal~~identification orof ~~state~~those ~~securities~~third-party orrelationships ~~commodities law, and for~~ which have the ~~judgment~~greatest ~~has~~potential ~~not~~to ~~been~~expose ~~reversed,~~us ~~suspended or~~to ~~vacated~~cybersecurity threats.

~~ITEM~~We 4expect that our cybersecurity risk management processes and strategy will continue to evolve as the cybersecurity threat landscape evolves. Like ~~MINE~~other ~~SAFETY~~businesses, ~~DISCLOSURES~~we have been, and expect to continue to be, subject to attempts at unauthorized access, mishandling or misuse, computer viruses or malware, cyber-attacks and intrusions, and other events of varying degrees. To date, we have not experienced a material security breach, nor are we aware of any third-party outside service providers that have experienced a cybersecurity breach. As a result, we have not incurred any significant expenses from information security breaches or any penalties or settlements related to the same. As of December 31, 2024, we do not believe that any risks from any cybersecurity threats, including as a result of any previous cybersecurity incidents, have materially affected or are reasonably likely to materially affect us, including our business strategy, our results of operations, or our financial condition.

~~Not applicable.~~ Governance

44Since January 2020, our President and CEO who has more than 20 years of experience in the Business Finance and Audit management industry has led our information security team in assessing and managing cybersecurity programs. He reports directly to our Board of Directors on the Company’s cybersecurity programs, including strategy, application, infrastructure, information security, support, and execution.

~~PART~~Our IIBoard of Directors on a quarterly basis, reviews the processes and performance indicators related to prevention, detection, mitigation, and remediation of cybersecurity incidents that could adversely impact business operations. The purpose of those reviews is to help the Company to maintain a cyber incident response plan with defined roles, responsibilities, and reporting protocols, which focuses on responding to and recovering from any significant breach as well as mitigating any impact to our business.

~~ITEM~~As 5.part ~~MARKET~~of ~~FOR~~its ~~REGISTRANT’S~~overall ~~COMMON~~risk ~~EQUITY~~oversight ~~AND~~activities, ~~RELATED~~with ~~STOCKHOLDER~~respect ~~MATTERS~~to cybersecurity risk management, the Board of Directors:

~~(a)~~● ~~Market~~ oversees ~~for~~the ~~Common~~quality ~~Equity~~and effectiveness of our policies and procedures with respect to our information technology and network systems;

~~Our~~● provides ~~common~~oversight ~~stock trades~~ on ~~the~~our ~~OTC~~policies ~~market (“Pinksheet”) under the symbol “NIHK”. The high~~ and ~~low~~procedures ~~bid~~in ~~quotations for~~preparation ~~our common stock were as follows~~ for ~~the~~responding ~~periods~~to ~~below~~any ~~(as~~material ~~reported~~data bysecurity ~~OTC~~incidents; ~~Market Pink Sheet).~~and

~~The~~● oversees ~~quotations~~management ~~below~~of ~~reflect~~internal ~~inter-dealer~~and ~~prices~~external ~~without~~risks ~~retail~~related ~~markup,~~to ~~markdown,~~our orinformation ~~commission,~~technology systems and ~~may not represent actual transactions:~~processes

Fiscal Year Ended on December 31, 2023	High Bid		Low Bid
1 st Quarter		0.0100		0.0710
2 nd Quarter		0.0140		0.0060
3 rd Quarter		0.0089		0.0023
4 th Quarter		0.0150		0.0052

Fiscal Year Ended on December 31, 2022	High Bid		Low Bid
1st Quarter		0.1344		0.0310
2nd Quarter		0.0350		0.0150
3rd Quarter		0.0350		0.0230
4th Quarter		0.0300		0.0120

ITEM 2. PROPERTIES

45While we currently own zero investment properties in Los Angeles California, we do not own any commercial or industrial property as at the date of filing. Our principal business, executive and registered statutory office is located at 370 Amapola Ave., Suite 200A, Torrance, CA 90501 and our telephone number is (310) 895-1839 and email contact is invest@cbdxfund.com. The space is a shared office space, which at the current time is suitable for the conduct of our business.

~~(b)~~ITEM ~~Security~~3. ~~Holders~~LEGAL PROCEEDINGS

~~The~~From time to time we may be involved in litigation ~~number~~relating to claims arising out of ~~record~~the ~~holders~~operation of our ~~common~~business ~~stock~~in atthe ~~December~~normal 31course of business. Other than as described below, ~~2023~~as ~~was~~of the ~~164~~date ~~according~~of this filing we are not aware of potential dispute or pending litigation and are not currently involved in a litigation proceeding or governmental actions the outcome of which in management’s opinion would be material to our ~~transfer~~financial ~~agent~~condition or results of operations. ~~This~~An ~~figure~~adverse ~~excludes~~result anin ~~indeterminate number~~these ofor ~~shareholders~~other ~~whose~~matters ~~shares~~may ~~are~~have, ~~held~~individually or in ~~“street”~~the aggregate, a material adverse effect on our business, financial condition or ~~“nominee”~~operating ~~name~~results.

~~(c)~~GiveMePower ~~Dividends~~is currently in litigation with the United States Securities and Exchange Commission in an action filed by the SEC in the Central District of California styled Securities and Exchange Commission v. Frank Igwealor, et al., 2:24-cv-09941-SRM-PD.

~~There~~On November 18, 2024, the Company, our officer and ~~have~~two ~~been~~directors nowere ~~cash~~listed ~~dividends~~as ~~declared~~defendants orin ~~paid~~a onComplaint filed by the ~~Company’s~~U.S. ~~common~~Securities ~~stock~~and ~~since~~Exchange Commission in the ~~inception~~Central District of California. ~~the~~The ~~Company~~lawsuit targets Givemepower Corporation (“GMPW”), along with individuals Frank Igwealor and noPatience ~~cash~~Ogbozor, and ~~dividends~~entities including Alpharidge Capital LLC (“Alpharidge”), American Community Capital, LP (“AMCC”), Los Angeles ~~are~~Community ~~contemplated~~Capital in(“LACC”), ~~the~~Kid ~~foreseeable~~Castle ~~future~~Educational Corporation (“KDCE”), and Video River Networks, Inc. (“NIHK”). The ~~Company~~SEC ~~may~~is ~~consider~~pursuing various injunctions, including an officer and director bar and a ~~potential~~penny ~~dividend~~stock inbar against Igwealor and Ogbozor. The Company’s legal counsel is currently evaluating the ~~future~~complaint into ~~either~~determine ~~common~~the ~~stock~~most oreffective strategy moving forward. Mr. Igwealor, our President and CEO and Ms. Ogbozor, one of our Directors, believes that they are innocent of the violations alleged in the November ~~stock~~18, 2024 SEC Complaint. The named defendants have retained the services of ~~future~~two ~~operating~~attorneys ~~subsidiaries~~who are well experienced in SEC litigation to defend against the complaint.

~~Recent Sale~~Apart from the above disclosed complaint, as of ~~Unregistered~~December 31, ~~Securities;~~2024, ~~Use~~there was no other material proceeding to which any of ~~Proceeds~~our ~~from~~directors, ~~Registered~~officers, ~~Securities~~affiliates or stockholders is a party adverse to us. During the past ten years, no present director, executive officer or person nominated to become a director or an executive officer of us:

~~On October 29, 2019, the company sold one~~ (1) ~~Special~~had ~~2019~~a ~~series~~petition Aunder ~~preferred~~the ~~share~~federal bankruptcy ~~(one~~laws ~~preferred~~or ~~share~~any isstate ~~convertible~~insolvency ~~150,000,000~~law ~~share of~~filed ~~common~~by ~~stocks)~~or ofagainst, ~~the~~or ~~company~~a ~~for~~receiver, anfiscal ~~agreed~~agent ~~upon~~or ~~purchase~~similar ~~price~~officer toappointed ~~Community~~by ~~Economic Development Capital LLC,~~ a ~~California~~court ~~limited~~for ~~liability~~the ~~company.~~business ~~The~~or ~~Special~~property ~~preferred share controls 60%~~ of ~~the~~such ~~company’s~~person, ~~total~~or ~~voting~~any ~~rights.~~partnership ~~The~~in ~~issuance~~which ofhe ~~the~~was ~~preferred share~~a togeneral ~~Community~~partner ~~Economic~~at ~~Development~~or ~~Capital~~within ~~LLC~~two ~~gave~~years tobefore ~~Community~~the ~~Economic~~time ~~Development~~of such ~~Capital LLC~~filing, ~~the~~or ~~controlling~~any ~~vote~~corporation toor ~~control and~~business ~~dominate~~association ~~the affairs~~ of ~~the~~which ~~company~~he ~~going forward. The purchase~~ was ~~made~~an ~~pursuant~~executive toofficer ~~the~~at ~~exemption~~or ~~from~~within ~~registration~~ten ~~including,~~years ~~but not~~before ~~limited~~the ~~to,~~time ~~Section 506~~ of such ~~Reg. D and Section 4.1.~~filing;

~~During the~~(2) ~~year~~was ~~ended~~convicted ~~December~~in ~~31,~~a ~~2019,~~criminal proceeding ~~the~~or ~~Company~~subject ~~issued 33,375,627 shares of its Common Stock related~~ to ~~services rendered and~~ a ~~hire-on bonus~~pending ~~agreement~~criminal ~~with~~proceeding ~~its~~(excluding ~~newly~~traffic ~~hired~~violations ~~President~~ and ~~CEO.~~other minor offenses);

On(3) was subject to any order, ~~November~~judgment 1or decree, ~~2021~~not subsequently reversed, ~~the~~suspended ~~Company~~or ~~issued~~vacated, aof ~~total~~any court of 8competent jurisdiction,~~000,000~~ ~~shares~~permanently ofor ~~its~~temporarily enjoining ~~Common~~him ~~Stock~~from ~~related~~or tootherwise ~~the~~limiting ~~conversion~~his involvement in any of ~~$80,000~~the infollowing ~~debt~~activities:

~~On May~~i. 11acting as a futures commission merchant, ~~2022~~introducing broker, ~~the~~commodity ~~Company~~trading ~~issued~~advisor 4commodity pool operator,~~448~~ floor broker,~~061~~ ~~shares~~leverage oftransaction ~~its~~merchant, ~~Common~~any ~~Stock~~other person toregulated ~~Maxim~~by ~~Partners~~the ~~LLC~~Commodity Futures Trading Commission, or an ~~Investment~~associated ~~Banking~~person ~~service~~of ~~provider~~any of the foregoing, or as an investment adviser, ~~payment~~underwriter, ~~for~~broker ~~their~~or ~~ongoing~~dealer ~~and~~in ~~future~~securities, ~~services.~~or Asas atan ~~December~~affiliated 31person, ~~2023,~~director ~~the~~or ~~Company~~employee ~~has~~of asany ~~common~~investment ~~stock~~company, ~~issued~~bank, savings and ~~outstanding,~~loan ~~182~~association or insurance company,~~370,497 held~~ byor ~~more~~engaging ~~than~~in ~~169~~or ~~shareholders.~~continuing any conduct or practice in connection with such activity;

~~The securities~~ii. ~~described~~engaging ~~immediately above were issued to investors~~ in reliance upon an exemption from the registration requirements of the Securities Act of 1933, as set forth in Section 4(2) under the Securities Act of 1933 and Rule 504, 505 or 506 of Regulation D promulgated thereunder relative to sales by an issuer not involving any ~~public~~type ~~offering, to the extent an exemption from such registration was required. The purchaser~~ of ~~the securities described immediately above this paragraph represented to us in connection with their purchase that they~~business ~~were~~practice; accredited investors and were acquiring the shares for investment purposes only and not for distribution, that they could bear the risks of the investment and could hold the securities for an indefinite period of time.or

~~The purchasers~~iii. ~~received~~engaging ~~written~~in ~~disclosures that the securities had not been registered under the Securities Act of 1933 and that~~ any ~~resale must~~activity ~~be made pursuant to a registration statement or an available exemption from such registration. Each participant~~ in ~~the offering~~ orconnection ~~offerings described above was given access to full and complete information regarding us, together~~ with the ~~opportunity~~purchase toor ~~meet~~sale ~~with our officers and directors for purposes~~ of ~~asking~~any ~~questions~~security ~~and~~or ~~receiving~~commodity ~~answers~~or in ~~order~~connection towith ~~facilitate~~any ~~such~~violation ~~participant’s independent evaluation~~ of ~~the~~federal ~~risks~~or ~~associated~~state ~~with~~securities ~~the~~laws or ~~purchase~~federal ofcommodities ~~our~~laws; ~~securities.~~or

~~Purchases~~(4) was the subject of any order, judgment or decree, not subsequently reversed, suspended or vacated, of ~~Equity~~an ~~Securities~~federal byor ~~Registrant~~state ~~and~~authority ~~Affiliated~~barring, ~~Purchasers~~suspending or otherwise limiting for more than 60 days the right of such person to engage in any activity described in paragraph (3) (i), above, or to be associated with persons engaged in any such activity; or

~~Not~~(5) was found by a court of competent ~~applicable~~jurisdiction (in a civil action), the Securities and Exchange Commission or the Commodity Futures Trading Commission to have violated a federal or state securities or commodities law, and for which the judgment has not been reversed, suspended or vacated.

46ITEM 4. MINE SAFETY DISCLOSURES

~~ITEM 6.~~Not ~~SELECTED FINANCIAL DATA~~applicable.

~~Not applicable.~~46

~~ITEM 7.~~PART ~~MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATION~~II

~~General~~(a) Market for Common Equity

~~Video River~~Our ~~Networks,~~common ~~Inc. (“NIHK,” “PubCo” or “Company”), previously known as Nighthawk Systems Inc.,~~stock atrades ~~Nevada~~on ~~corporation, used to be a provider of wireless and IP-based control solutions for~~ the ~~utility~~OTC ~~and~~market ~~hospitality industries. On October 29, 2019, Video River Networks, Inc. sold one~~ (1“Pinksheet”) ~~Special~~under ~~2019 series A preferred share (one preferred share is convertible 150,000,000 share of common stocks) of~~ the ~~company~~symbol ~~for an agreed upon purchase price to Community Economic Development Capital LLC, (~~“~~CED Capital~~NIHK”~~) a California limited liability company CED~~. The ~~Special~~high ~~preferred share controls 60% of the company’s total voting rights~~ and ~~thus, gave~~low tobid ~~CED~~quotations ~~Capital~~for ~~the~~our ~~controlling vote power to control and dominate the affairs of the company theretofor. Upon the closing of the~~common ~~transaction,~~stock ~~the~~were ~~business~~as offollows ~~CED~~for ~~Capital was merged into~~ the ~~Company~~periods ~~and~~below ~~CED~~(as ~~Capital~~reported ~~became~~by aOTC ~~wholly~~Market ~~owned~~Pink ~~subsidiary of the Company~~Sheet).

~~Following the~~The ~~completion~~quotations ofbelow ~~above~~reflect ~~mentioned transactions, the Company added real estate operations to its business model and started devoting capital~~inter-dealer toprices ~~real~~without ~~estate~~retail ~~holding operations for specialized assets including~~markup, ~~affordable housing~~markdown, ~~opportunity~~or ~~zones properties~~commission, ~~medical real estate investments, industrial~~ and ~~commercial~~may ~~real~~not ~~estate,~~represent ~~and~~actual ~~other real estate related services.~~ transactions:

On June 10, 2020, the Company filed Form 10-12g, General Form for Registration of Securities, which became effective on August 10, 2020, and as a result, the Company is required to file all required SEC forms since August 10, 2020.

Fiscal Year Ended on December 31, 2024	High Bid		Low Bid
1^stQuarter		0.0100		0.0057
2^ndQuarter		0.0089		0.0015
3^rdQuarter		0.0068		0.0023
4^thQuarter		0.0063		0.0016

Environmental, Social and Governance (“ESG”)

Fiscal Year Ended on December 31, 2023	High Bid		Low Bid
1 ^st Quarter		0.0100		0.0710
2 ^nd Quarter		0.0140		0.0060
3 ^rd Quarter		0.0089		0.0023
4 ^th Quarter		0.0150		0.0052

Fiscal Year Ended on December 31, 2022	High Bid		Low Bid
1^stQuarter		0.1344		0.0310
2^ndQuarter		0.0350		0.0150
3^rdQuarter		0.0350		0.0230
4^thQuarter		0.0300		0.0120

47(b) Security Holders

~~We have~~The anumber ~~commitment to sustainability and consider the environmental impacts~~ of ~~our business activities. Sustainability and social responsibility~~ ~~are~~record ~~key~~holders ~~drivers~~ of our ~~focus~~common onstock ~~creating~~at ~~the~~December ~~best properties for tenants operate~~31, ~~work~~2024 ~~and~~was ~~play.~~164 Weaccording ~~have~~to ~~a dedicated in-house team that initiates and applies sustainable practices in all aspects of~~ our ~~business,~~transfer ~~including investment activities, development, property operations and property management activities~~agent. ~~With~~This ~~its~~figure ~~high~~excludes ~~density, multifamily housing is, by its nature,~~ an ~~environmentally friendly property~~indeterminate ~~type.~~number ~~Our~~of ~~recent~~shareholders ~~acquisition~~whose ~~and~~shares ~~development~~are ~~activities~~held ~~have been primarily concentrated~~ in ~~pedestrian-friendly~~“street” ~~urban~~or ~~and~~“nominee” ~~close-in suburban locations near public transportation~~name. When developing and renovating our properties, we strive to reduce energy and water consumption by investing in energy saving technology while positively impacting the experience of our tenants and the value of our assets. We continue to implement a combination of irrigation, lighting, HVAC and renewable energy improvements at our properties that will reduce energy and water consumption. For 2020, we continue to have an express company-wide goal for Total Well-Being, which includes enhanced ESG efforts. Employees, including our executives, will have their performance against our various Total Well - Being goals evaluated as part of our annual performance review process.

~~On September~~(c) ~~15, 2020, the Company spun-off its specialty real estate holding business to an operating subsidiary and then pivot back to being a technology company.~~Dividends

~~Subsequent to~~There ~~the~~have ~~above~~been no ~~spinoff,~~cash ~~the~~dividends ~~Company~~declared ~~has~~or ~~now~~paid ~~returned~~on ~~back~~the toCompany’s ~~its~~common ~~original~~stock ~~technology-focused~~since ~~businesses~~the inception of ~~Power Controls,~~the ~~Battery Technology~~Company, ~~Wireless Technology,~~ and ~~Residential~~no ~~utility~~cash ~~meters~~dividends ~~and~~are ~~remote, mission-critical devices~~ contemplated in ~~addition~~the ~~to a~~foreseeable ~~primary~~future. ~~focus~~The ofCompany ~~building~~may consider a ~~portfolio~~potential ~~businesses~~dividend ~~and~~in ~~assets~~the ~~and~~future ~~operations~~in ~~that~~either ~~source,~~common ~~design,~~stock ~~develop,~~or ~~manufacture~~the ~~and~~stock ~~distribute affordable,~~of ~~high-performance~~future ~~fully electric vehicles in North America~~operating subsidiaries.

~~On April~~Recent ~~21,~~Sale ~~2021,~~of ~~Cannabinoid~~Unregistered ~~Biosciences, Inc. (“CBDX”), a California corporation, was sold to Premier Information Management,~~Securities; ~~Inc.~~Use ~~for $1 in cash. As further consideration pursuant to the stated sales, CBDX returned Kid Castle Educational Inc., the parent Company~~ of ~~GMPW,~~Proceeds ~~the 100,000 shares of KDCE preferred stock and 900,000,000 shares of KDCE common stock that CBDX bought in October of 2019. Pursuant to the April 21, 2021 transaction, CBDX ceased~~ from ~~being~~Registered ~~a subsidiary of GMPW, effective April 1, 2021.~~ Securities

On ~~December~~ 30October 29, 2019, ~~2021~~the company sold one (1) Special 2019 series A preferred share (one preferred share is convertible 150,000,000 inshare ~~exchange~~of ~~for~~common stocks) of the ~~87%~~company ~~control~~for ~~block~~an ~~held~~agreed byupon ~~Kid~~purchase ~~Castle~~price ~~Educational~~to ~~Corporation~~Community Economic Development Capital LLC, a ~~subsidiary~~California limited liability company. The Special preferred share controls 60% of ~~Video~~the ~~River~~company’s ~~Networks, Inc~~total voting rights. ~~both~~The issuance of ~~which~~the ~~are~~preferred ~~publicly~~share ~~traded~~to ~~companies~~Community Economic ~~with~~Development ~~ticker~~Capital ~~symbols~~LLC ~~KDCE~~gave ~~and~~to ~~NIHK~~Community ~~respectively~~Economic Development Capital LLC, ~~GiveMePower~~the ~~sold~~controlling ~~Alpharidge~~vote ~~Capital~~to control and dominate the ~~LLC~~affairs of the company going forward. The purchase was made pursuant to ~~KDCE~~the exemption from registration including, but not limited to, Section 506 of Reg. D and Section 4.1.

~~Going forward,~~During the ~~Company~~year ended ~~intends~~December to31, ~~focus~~2019, ~~its~~the ~~business~~Company ~~model~~issued to33,375,627 ~~operate~~shares ~~and~~of ~~manage~~its aCommon ~~portfolio~~Stock ofrelated ~~Electric~~to ~~Vehicles,~~services ~~Artificial~~rendered ~~Intelligence, Machine Learning~~ and ~~Robotics~~a ~~(“EV~~hire-~~AI-ML-R”)~~on ~~assets,~~bonus ~~businesses~~agreement with ~~and operations in addition to~~ its ~~Power~~newly ~~Controls,~~hired ~~Battery Technology,~~President ~~Wireless Technology,~~ and ~~Residential utility meters and remote, mission-critical devices businesses in North America~~CEO.

~~Basis~~On November 1, 2021, the Company issued a total of ~~Presentation~~8,000,000 shares of its Common Stock related to the conversion of $80,000 in debt

The following discussion and analysis are based on Video River Networks’ financial statements contained in this Current Report, which we have prepared in accordance with United States generally accepted accounting principles. Accompanying financial statements for Alpharidge Capital LLC fiscal year 2021 include a summary of our significant accounting policies and should be read in conjunction with the discussion below. In the opinion of management, all material adjustments necessary to present fairly the results of operations for such periods have been included in these audited financial statements. All such adjustments are of a normal recurring nature.47

48On May 11, 2022, the Company issued 4,448,061 shares of its Common Stock to Maxim Partners LLC, an Investment Banking service provider as payment for their ongoing and future services. As at December 31, 2024, the Company has as common stock issued and outstanding, 182,370,497 held by more than 169 shareholders.

~~Principles~~The securities described immediately above were issued to investors in reliance upon an exemption from the registration requirements of ~~Consolidation~~the Securities Act of 1933, as set forth in Section 4(2) under the Securities Act of 1933 and Rule 504, 505 or 506 of Regulation D promulgated thereunder relative to sales by an issuer not involving any public offering, to the extent an exemption from such registration was required. The purchaser of the securities described immediately above this paragraph represented to us in connection with their purchase that they were accredited investors and were acquiring the shares for investment purposes only and not for distribution, that they could bear the risks of the investment and could hold the securities for an indefinite period of time.

The purchasers ~~consolidated~~received ~~financial~~written ~~statements~~disclosures ~~include~~that the ~~accounts~~securities ofhad not been registered under the ~~Company~~Securities Act of 1933 and ~~its~~that ~~subsidiaries,~~any inresale ~~which~~must ~~the~~be made ~~Company~~pursuant ~~has~~to a ~~controlling~~registration ~~voting interest~~statement ~~and~~or ~~entities~~an ~~consolidated~~available ~~under~~exemption from such registration. Each participant in the ~~variable~~offering ~~interest~~or ~~entities~~offerings described ~~(“VIE”)~~above ~~provisions~~was ofgiven ~~ASC~~access ~~810~~to full and complete information regarding us, ~~“Consolidation”~~together with the opportunity to meet with our officers ~~(“ASC~~and ~~810”).~~directors ~~Inter-company~~for ~~balances~~purposes of asking questions and ~~transactions~~receiving ~~have~~answers ~~been~~in ~~eliminated~~order ~~upon~~to ~~consolidation~~facilitate such participant’s independent evaluation of the risks associated with the purchase of our securities.

~~ASC 810~~Purchases requires that the investor with the controlling financial interest should consolidate the investee/affiliate. ASC 810-10 requires that an equity interest investor consolidates a VIE when it retains an investment in the entity, is considered a variable interest investor in the entity, and is the primary beneficiary of ~~the~~Equity ~~entity. An investor in a VIE is a “variable interest beneficiary” when,~~Securities ~~per~~by anRegistrant arrangement’s governing documents, the investor will absorb a portion of the VIE’s expected losses or will receive a portion of the entity’s “residual returns.” The variable interest beneficiary retaining a controlling financial interest in the VIE is designated as its “primary beneficiary” and ~~must~~Affiliated consolidate the VIE. A variable interest beneficiary retains a “controlling financial interest” in a VIE when that beneficiary retains the power to direct the activities of the VIE that have the greatest influence over the VIE’s economic performance and retains an obligation to absorb the VIE’s significant losses or the right to receive benefits from the VIE that could potentially be significant to the VIE. Based on the ASC 810 test above, Video River Network, Inc. is the primary beneficiary of Kid Castle Educational Corporation (“VIE-2”), Kid Castle Educational Corporation is the primary beneficiary of GiveMePower Corporation (the “VIE-1”) because Video River retained a controlling financial interest in the VIE-2 and has the power to direct the activities of the VIE-2, having the greatest influence over the VIE-2’s economic performance and retains an obligation to absorb the VIE-2’s significant losses and the right to determine and receive benefits from the VIE-2. Similarly, Kid Castle Educational Corporation is the primary beneficiary of GiveMePower Corporation (the “VIE-1”). Kid Castle retained a controlling financial interest in the VIE-1 and has the power to direct the activities of the VIE-1, having the greatest influence over the VIE-1’s economic performance and retains an obligation to absorb the VIE-1’s significant losses and the right to determine and receive benefits from the VIE-1.Purchasers

~~Because~~Not GiveMePower Corporation is 88% controlled by Kid Castle Educational Corporation, the consolidation rule requires that the Revenue, Assets and Liabilities recognized and disclosed on the financial statements of GiveMePower Corporation are also recognized and disclosed on the financial statements of Kid Castle Educational Corporation pursuant to ASC 810applicable.

~~Overview~~ITEM 6. SELECTED FINANCIAL DATA

~~General –~~Not ~~Electric Vehicles (EV) Business~~applicable.

~~The Company’s~~ITEM Electric Vehicles (EV) business model is a newly created business model created in the 3rd quarter of 2020, for the purpose of effecting a merger, capital stock exchange, asset acquisition, stock purchase, reorganization or similar Business acquisition with one or more EV manufacturers and related businesses, which we refer to throughout this prospectus as our EV Business acquisition plan7. We ~~have~~MANAGEMENT’S ~~not~~DISCUSSION ~~selected~~AND ~~any~~ANALYSIS ~~specific~~OF EVFINANCIAL ~~Business~~CONDITION ~~acquisition~~AND ~~target~~RESULTS ~~and~~OF we have not, nor has anyone on our behalf, initiated any substantive discussions, directly or indirectly, with any EV Business acquisition target. We have generated no revenues to date and we do not expect that we will generate operating revenues at the earliest until we consummate our initial EV Business acquisition. While we may pursue an acquisition opportunity in the Electric Vehicles, Artificial Intelligence, Machine Learning and Robotics (“EV-AI-ML-R”) industry or sector, we intend to focus on: (1) businesses that source, design, develop, manufacture and distribute high-performance, affordable and fully electric vehicles; and (2) businesses that design, manufacture, install and sell Power Controls, Battery Technology, Wireless Technology, and Residential utility meters and remote, mission-critical devices mostly engineered using Artificial Intelligence, Machine Learning and Robotic technologies.OPERATION

~~Our~~This report ~~management~~contains ~~team~~certain isforward-looking ~~comprised~~statements ofand ~~two~~information ~~business~~relating ~~professionals~~to us that ~~have~~are abased ~~broad~~on ~~range~~the ofbeliefs ~~experience~~and inassumptions ~~executive~~made ~~leadership,~~by ~~strategy~~our ~~development~~management ~~and~~as ~~implementation,~~well ~~operations~~as ~~management,~~information ~~financial~~currently ~~policy~~available ~~and~~to ~~corporate~~the ~~transactions~~management. ~~Our~~When ~~management~~used ~~team~~in ~~members~~this ~~have~~document, ~~worked~~the ~~together in~~words ~~the~~“anticipate,” ~~past~~“believe,” “estimate,” at“expect,” ~~Goldstein~~and ~~Franklin,~~similar ~~Inc~~expressions are intended to identify forward-looking statements. ~~and~~Such ~~other~~statements reflect ~~firms~~our ascurrent ~~executive~~views ~~leaders~~with respect to future events and ~~senior~~are ~~managers~~subject ~~spearheading~~to ~~turnarounds~~certain risks, ~~rollups~~uncertainties, and assumptions. If one or more ~~industry-focused~~of ~~consolidation~~these ~~while~~risks ~~generating~~or ~~shareholder~~uncertainties ~~value~~materialize, ~~for~~or ~~many~~if ~~for~~underlying ~~investors~~assumptions ~~and~~prove ~~stakeholders~~incorrect, actual results may vary materially from those described herein as anticipated, believed, estimated, or expected.

49General

WeVideo ~~believe~~River ~~that~~Networks, ~~our~~Inc. ~~management~~(“NIHK,” ~~team~~“PubCo” isor ~~well~~“Company”), ~~positioned~~previously known as Nighthawk Systems Inc., a Nevada corporation, used to ~~identify~~be ~~acquisition~~a ~~opportunities~~provider inof wireless and IP-based control solutions for the ~~marketplace.~~utility ~~Our~~and ~~management~~hospitality ~~team’s~~industries. On October ~~industry~~29, ~~expertise~~2019, ~~principal~~Video ~~investing~~River ~~transaction~~Networks, ~~experience~~Inc. ~~and~~sold ~~business~~one ~~acumen~~(1) ~~will~~Special ~~make~~2019 usseries anA ~~attractive~~preferred ~~partner~~share ~~and~~(one ~~enhance~~preferred ~~our~~share is convertible 150,000,000 ~~ability~~share of common stocks) of the company for an agreed upon purchase price to ~~complete~~Community Economic Development Capital LLC, (“CED Capital”) a ~~successful~~California ~~Business~~limited ~~acquisition~~liability company CED. ~~Our~~The ~~management~~Special ~~believes~~preferred ~~that~~share ~~its~~controls ~~ability~~60% of the company’s total voting rights and thus, gave to ~~identify~~CED Capital the controlling vote power to control and ~~implement~~dominate ~~value~~the ~~creation initiatives~~affairs ~~has~~of ~~been~~the ancompany ~~essential~~theretofor. ~~driver~~Upon the closing of ~~past~~the transaction, ~~performance~~the business of CED Capital was merged into the Company and ~~will~~CED ~~remain~~Capital ~~central~~became toa ~~its~~wholly ~~differentiated~~owned ~~acquisition~~subsidiary ~~strategy~~of the Company.

~~General~~Following –the ~~Real~~completion ~~Estate~~of ~~Business~~above mentioned transactions, the Company added real estate operations to its business model and started devoting capital to real estate holding operations for specialized assets including, affordable housing, opportunity zones properties, medical real estate investments, industrial and commercial real estate, and other real estate related services.

~~Our real~~On ~~estate~~June ~~operations has two lines of business: (1) promote and preserve affordable housing and economic development across urban neighborhoods~~10, in2020, the ~~United~~Company ~~States;~~filed ~~and~~Form ~~(2) acquire~~10-12g, ~~hold~~General ~~and~~Form ~~manage~~for ~~specialized~~Registration ~~assets.~~of ~~To achieve our objectives~~Securities, wewhich ~~plan~~became toeffective ~~acquire,~~on ~~own,~~August ~~renovate~~10, ~~develop~~2020, ~~redevelop, operate, dispose of,~~ and ~~manage~~as ~~specialized~~a ~~assets including industrial and commercial real estate~~result, affordable housing and rental property and multi-family properties both on our own and through our investment management platform. We focus primarily on commercial and multifamily properties located in urban and high-density suburban markets throughout the ~~United~~Company ~~States. Our real estate platform~~ is ~~internally~~required ~~managed~~to ~~with~~file ~~primarily~~all ~~focused on:~~required ~~(1)~~SEC ~~the~~forms ~~acquisition,~~since ~~ownership~~August ~~and management of specialized industrial properties; and (2) ownership~~10, ~~operation and development of multi-family affordable housing properties~~2020.

~~Our Business~~Environmental, ~~Plan~~Social and Governance (“ESG”)

~~Returning back~~We endeavor to ~~its~~provide ~~foremost~~a ~~business~~richly ~~model~~diverse ofwork ~~technology~~environment that ~~focused~~employs ~~operations~~the highest performers, ~~Video~~cultivates ~~River~~the ~~Networks,~~best ~~Inc.~~ideas (and creates the ~~“Company”),~~widest apossible ~~technology firm~~platform ~~intends~~for success. We are committed to ~~operate~~elevating and ~~manage~~supporting athe ~~portfolio~~core values of ~~Electric~~diversity ~~Vehicles~~and inclusion, ~~Artificial~~“Total ~~Intelligence~~Well-Being” (which brings together physical, financial, ~~Machine~~career, ~~Learning~~social and ~~Robotics~~community well-being into a cohesive whole), and environmental, social and governance (“~~EV-AI-ML-R~~ESG”) ~~assets~~, which ~~businesses~~includes sustainability and ~~operations~~social responsibility, by actively engaging in ~~North~~these ~~America~~areas. ~~The~~Each member of the executive team maintains an annual goal related to these core values, which is evaluated by the Company’s ~~current~~Board ~~targeted~~of ~~portfolio~~Trustees. ~~businesses~~Our ~~include~~goal ~~those~~is ~~that~~to ~~source,~~create and sustain ~~design,~~an ~~develop~~inclusive environment where diversity will thrive, ~~manufacture~~employees will want to work and ~~distribute~~tenants ~~high-performance~~will want. We are committed to providing our employees with encouragement, ~~affordable~~guidance, time and ~~fully~~resources ~~electric~~to ~~vehicles;~~learn and ~~design,~~apply ~~manufacture,~~the ~~install~~skills required to succeed in their jobs. We provide many classroom and ~~sell~~on-line ~~Power~~training ~~Controls,~~courses ~~Battery~~to ~~Technology,~~assist ~~Wireless~~our ~~Technology,~~employees in interacting with prospects and ~~Residential~~tenants ~~utility~~as ~~meters~~well as extensive training for our customer service specialists in maintaining our properties and ~~remote~~improvements, ~~mission-critical~~equipment ~~devices~~and appliances. We actively promote from ~~mostly~~within ~~engineered~~and ~~using~~many ~~Artificial~~senior ~~Intelligence~~corporate and property leaders have risen from entry level or junior positions. We monitor our employees’ engagement by surveying them annually and find most employees say they are proud to work at the Company, ~~Machine~~value ~~Learning~~one another as colleagues, believe in our mission and ~~Robotic~~values ~~technologies~~and feel their skills meet their job requirements.

~~Our~~We have a commitment to sustainability and consider ~~current~~the ~~technology-focused~~environmental impacts of our business ~~model~~activities. ~~was~~Sustainability aand ~~result~~social responsibility are key drivers of our ~~board~~focus ~~resolution~~ on ~~September~~creating the 15best properties for tenants operate, ~~2020~~work toand ~~spin-~~play. We have a dedicated in-house ~~our~~team ~~specialty~~that ~~real~~initiates ~~estate~~and applies sustainable practices ~~holding~~in ~~business~~all toaspects anof ~~operating~~our ~~subsidiary~~business, ~~and~~including ~~then~~investment ~~pivot~~activities, ~~back~~development, toproperty ~~being~~operations aand ~~technology~~property ~~company~~management activities. With ~~The~~its ~~Company~~high ~~has~~density, ~~now~~multifamily ~~returned~~housing ~~back~~is, toby its ~~original~~ ~~technology-focused~~nature, ~~businesses~~an ofenvironmentally ~~Power~~friendly ~~Controls,~~property ~~Battery~~type. ~~Technology,~~Our ~~Wireless~~recent ~~Technology,~~acquisition and ~~Residential~~development activities ~~utility~~have ~~meters~~been primarily concentrated in pedestrian-friendly urban and ~~remote,~~ ~~mission~~close-~~critical~~in ~~devices~~suburban locations near public transportation. InWhen developing ~~addition~~and torenovating ~~above~~our ~~list~~properties, ~~the~~we ~~Company~~strive ~~intends~~ to ~~spread~~reduce ~~its~~energy ~~wings~~and ~~into~~water consumption by investing in energy saving technology while positively impacting the ~~Electric~~experience ~~Vehicles,~~of ~~Artificial~~our tenants and the value of our assets. We continue to implement a combination of irrigation, ~~Intelligence~~lighting, ~~Machine~~HVAC ~~Learning~~and renewable energy improvements at our properties that will reduce energy and ~~Robotics~~water ~~(“EV~~consumption. For 2020, we continue to have an express company-~~AI-ML-R”)~~wide ~~businesses/markets~~goal for Total Well-Being, ~~targeting~~which ~~acquisition~~includes enhanced ESG efforts. Employees, ~~ownership~~including ~~and~~our ~~operation~~executives, will ofhave ~~acquired~~their EVperformance against our various Total Well -~~AI-ML-R~~ ~~businesses~~Being orgoals ~~portfolio~~evaluated as part of ~~EV-AI-ML-R~~our ~~businesses~~annual performance review process.

~~Video River~~On ~~Networks, Inc., prior to~~ September 15, 2020, ~~used~~the toCompany bespun-off aits specialty real estate holding ~~company, focuses on the acquisition, ownership, and management of specialized industrial properties. The Company’s real estate~~ business ~~objective is~~ to ~~maximize~~an ~~stockholder~~operating ~~returns through~~subsidiary aand ~~combination~~then ofpivot ~~(1)~~back ~~distributions~~ to ~~our~~being stockholders, (2) sustainable long-term growth in cash flows from increased rents, which we hope to pass on to stockholders in the form of increased distributions, and (3) potential long-term appreciation in the value of our properties from capital gains upon future sale. As a ~~real~~technology ~~estate holding~~ company, the Company is engaged primarily in the ownership, operation, management, acquisition, development and redevelopment of predominantly multifamily housing and specialized industrial properties in the United States.

50Subsequent to the above spinoff, the Company has now returned back to its original technology-focused businesses of Power Controls, Battery Technology, Wireless Technology, and Residential utility meters and remote, mission-critical devices in addition to a primary focus of building a portfolio businesses and assets and operations that source, design, develop, manufacture and distribute affordable, high-performance fully electric vehicles in North America.

~~Business~~On April 21, ~~Strategy~~2021, Cannabinoid Biosciences, Inc. (“CBDX”), a California corporation, was sold to Premier Information Management, Inc. for $1 in cash. As further consideration pursuant to the stated sales, CBDX returned Kid Castle Educational Inc., the parent Company of GMPW, the 100,000 shares of KDCE preferred stock and ~~Deal~~900,000,000 ~~Origination~~shares of KDCE common stock that CBDX bought in October of 2019. Pursuant to the April 21, 2021 transaction, CBDX ceased from being a subsidiary of GMPW, effective April 1, 2021.

WeOn December ~~have~~30, ~~not finalized an acquisition target yet~~2021, ~~but making progress~~ in ~~identifying~~exchange ~~several potential candidates from which we intend to pick those that meet our criteria~~ for ~~acquisition.~~the ~~Our~~87% ~~acquisition~~control ~~and~~block ~~value~~held ~~creation~~by ~~strategy~~Kid ~~will~~Castle beEducational ~~to identify~~Corporation, ~~acquire~~a ~~and,~~subsidiary ~~after our~~of ~~initial~~Video EVRiver ~~Business acquisition~~Networks, build an EV company that source, design, develop, manufacture and distribute high-performance, affordable and fully electric vehicles that suit the experience of our management team and can benefit from their operational expertiseInc. ~~Our Business acquisition strategy will leverage~~ ~~our~~both ~~management team’s network~~ of ~~potential~~which ~~transaction~~are ~~sources,~~publicly ~~where~~traded wecompanies ~~believe~~with aticker ~~combination~~symbols ofKDCE ~~our relationships, knowledge~~ and ~~experience~~NIHK ~~could~~respectively, ~~effect~~GiveMePower asold ~~positive~~Alpharidge ~~transformation~~Capital orLLC ~~augmentation of existing businesses~~ to ~~improve their overall value proposition.~~ KDCE.

~~Our management~~On ~~team~~January 12, 2024, due to the company’s ~~objective~~need isto simplify its balance sheet in order to ~~generate~~approach ~~attractive~~the ~~returns~~regulators ~~and~~to ~~create~~remove ~~value~~the ~~for~~Caveat ~~our~~Emptor ~~shareholders~~tag byfrom ~~applying~~the ~~our~~company’s ~~disciplined strategy~~OTC ofMarket ~~underwriting~~profile, ~~intrinsic~~the ~~worth~~company sold ~~and~~Alpharidge ~~implementing~~Capital ~~changes~~LLC, ~~after~~its ~~making~~main anoperating ~~acquisition~~subsidiary to ~~unlock~~American ~~value~~Community Capital, LP., ~~While~~a ~~our~~California ~~approach~~limited ispartnership controlled ~~focused~~by onour ~~the~~President ~~EV-AI-ML-R~~and ~~industries where~~CEO weMr. ~~have~~Frank ~~differentiated~~I ~~insights~~Igwealor, wein ~~also~~exchange ~~have~~for ~~successfully~~cash ~~driven~~payment ~~change~~of ~~through~~$ a1,560,992 ~~comprehensive~~payable ~~value~~in ~~creation~~two ~~plan~~hundred ~~framework. We~~and ~~favor~~forty ~~opportunities~~(240) ~~where~~equal monthly wepayments ~~can~~of ~~accelerate~~$6510, ~~the~~beginning ~~target’s~~on ~~growth~~July ~~initiatives~~1, 2024. As aat ~~management~~the ~~team~~time weof ~~have~~confirmation ~~successfully~~of ~~applied~~the transaction, the combined average market capitalization ~~this~~of ~~approach~~NIHK ~~over~~and ~~approximately~~KDCE 16was ~~years~~$1,086,677 ($729,482 for NIHK, and ~~have~~$357,195 ~~deployed~~for ~~capital~~KDCE), ~~successfully~~showing inthe aFAIR ~~range~~MARKET value of the two parents of Alpharidge to have a combined market ~~cycles~~value of $1,086,677.

~~We plan~~Going ~~to utilize~~ forward, the ~~network~~Company ~~and~~intends ~~Finance~~to ~~industry~~focus ~~experience~~its ofbusiness ~~our~~model ~~Chief~~to ~~Executive~~operate ~~Officer~~ and ~~our~~manage ~~management~~a ~~team~~portfolio inof ~~seeking~~Electric anVehicles, ~~initial EV~~Artificial ~~Business~~Intelligence, ~~acquisition~~Machine Learning and ~~employing~~Robotics ~~our~~(“EV-AI-ML-R”) ~~Business acquisition strategy described below. Our CEO is a top financial professional with designations that include~~assets, ~~CPA,~~businesses ~~CMA,~~ and ~~CFM.~~operations ~~He’s very knowledgeable~~ in ~~the~~addition ~~fields~~to ofits ~~corporate~~Power ~~law~~Controls, ~~real~~Battery ~~estate~~Technology, Wireless ~~lending~~Technology, ~~turnarounds~~ and ~~restructuring.~~Residential ~~Over~~utility ~~the~~meters ~~course~~and ~~of their careers~~remote, ~~the~~mission-critical ~~members~~devices ofbusinesses ~~our~~in ~~management~~North ~~team have developed a broad network of contacts and corporate relationships that we believe will serve as a useful source of EV acquisition opportunities~~America. ~~This network has been developed through our management team’s extensive experience:~~

●Basis ~~investing in and operating a wide range~~ of businesses; ● growing brands through repositioning, increasing household penetration and geographic expansion; expanding into new distribution channels, such as e-Commerce, in an increasingly omni-channel world; ● identifying lessons learned and applying solutions across product portfolios and channels; ● sourcing, structuring, acquiring, operating, developing, growing, financing and selling businesses; ● developing relationships with sellers, financing providers, advisors and target management teams; and ● executing transformational transactions in a wide range of businesses under varying economic and financial market conditions.Presentation

51The following discussion and analysis are based on Video River Networks’ financial statements contained in this Current Report, which we have prepared in accordance with United States generally accepted accounting principles. In the opinion of management, all material adjustments necessary to present fairly the results of operations for such periods have been included in these audited financial statements. All such adjustments are of a normal recurring nature.

~~In addition,~~Principles ~~drawing on their extensive investing and operating experience, our management team anticipates tapping four major sources~~ of ~~deal~~ ~~flow:~~Consolidation

●The ~~directly~~consolidated ~~identifying~~financial statements ~~potentially~~include ~~attractive~~the ~~undervalued~~accounts ~~situations~~of ~~through~~the ~~primary~~Company ~~research into EV industries~~ and ~~companies;~~its ●subsidiaries, ~~receiving~~in ~~information~~which ~~from~~the ~~our~~Company ~~management~~has ~~team’s global contacts about~~ a ~~potentially~~controlling ~~attractive~~voting ~~situation;~~interest ~~● leads from investment bankers~~ and ~~advisors~~entities consolidated ~~regarding~~under ~~businesses~~the ~~seeking~~variable ainterest ~~combination~~entities or(“VIE”) ~~added~~provisions ~~value~~of ~~that~~ASC ~~matches~~810, ~~our~~“Consolidation” ~~strengths;~~(“ASC ~~and ● inbound opportunities from a~~ 810”). Inter-company orbalances ~~existing~~and ~~stakeholders~~transactions ~~seeking~~have abeen ~~combination,~~eliminated ~~including~~upon ~~corporate divestitures~~consolidation.

WeASC 810 requires that the ~~expect~~investor ~~this~~with ~~network~~the ~~will~~controlling ~~provide~~financial ~~our~~interest ~~management~~should ~~team~~consolidate ~~with~~the investee/affiliate. ASC 810-10 requires that an equity interest investor consolidates a ~~robust~~VIE ~~flow~~when ofit EVretains ~~acquisition~~an ~~opportunities~~investment in the entity, is considered a variable interest investor in the entity, and is the primary beneficiary of the entity. InAn ~~addition~~investor in a VIE is a “variable interest beneficiary” when, weper ~~anticipate~~an ~~that~~arrangement’s ~~target~~governing EVdocuments, ~~Business~~the ~~candidates~~investor will beabsorb ~~brought~~a toportion ~~our~~of ~~attention~~the byVIE’s ~~various~~expected ~~unaffiliated~~losses ~~sources,~~or ~~which~~will ~~may~~receive ~~include~~a ~~investment~~portion ~~market~~of ~~participants,~~the entity’s ~~private~~“residual ~~equity~~returns.” ~~groups,~~The ~~investment~~variable ~~banking~~interest ~~firms,~~beneficiary ~~consultants,~~retaining ~~accounting~~a ~~firms~~controlling financial interest in the VIE is designated as its “primary beneficiary” and ~~large~~must ~~business~~consolidate ~~enterprises~~the VIE. ~~Upon~~A ~~completion~~variable interest beneficiary retains a “controlling financial interest” in a VIE when that beneficiary retains the power to direct the activities of ~~this~~the VIE that have the greatest influence ~~offering~~over the VIE’s economic performance and retains an obligation to absorb the VIE’s significant losses or the right to receive benefits from the VIE that could potentially be significant to the VIE. Based on the ASC 810 test above, ~~members~~Video River Network, Inc. is the primary beneficiary of ~~our~~Kid ~~management~~Castle ~~team~~Educational ~~will~~Corporation ~~communicate~~(“VIE-2”), ~~with~~Kid ~~their~~Castle ~~network~~Educational Corporation is the primary beneficiary of ~~relationships~~GiveMePower Corporation (the “VIE-1”) because Video River retained a controlling financial interest in the VIE-2 and has the power to ~~articulate~~direct the ~~parameters~~activities ~~for~~of ~~our~~the ~~search~~VIE-2, having the greatest influence over the VIE-2’s economic performance ~~for~~and aretains ~~target~~an ~~company~~obligation to absorb the VIE-2’s significant losses and the right to determine and receive benefits from the VIE-2. Similarly, Kid Castle Educational Corporation is the primary beneficiary of GiveMePower Corporation (the “VIE-1”). Kid Castle retained a ~~potential~~controlling ~~Business~~financial ~~acquisition~~interest in the VIE-1 and ~~begin~~has the ~~process~~power to direct the activities of ~~pursuing~~the VIE-1, having the greatest influence over the VIE-1’s economic performance and ~~reviewing~~retains ~~potential~~an ~~leads~~obligation to absorb the VIE-1’s significant losses and the right to determine and receive benefits from the VIE-1.

~~Acquisition/Business~~Because Kid Castle Educational Corporation is 81.75% controlled by ~~acquisition~~Video ~~Criteria~~River Network, Inc. the consolidation rule requires that the Revenue, Assets and Liabilities recognized and disclosed on the financial statements of Kid Castle Educational Corporation are also recognized and disclosed on the financial statements of Video River Network, Inc. pursuant to ASC 810.

52General – Electric Vehicles (EV) Business

●The ~~exhibit~~Company’s ~~unrecognized~~Electric ~~value~~Vehicles or(EV) ~~other~~business model ~~characteristics~~is a newly created business model created in the 3rd quarter of 2020, ~~desirable~~for ~~returns~~the onpurpose of effecting a merger, capital stock exchange, asset acquisition, stock purchase, reorganization or similar Business acquisition with one or more EV manufacturers and arelated ~~need~~businesses, which ~~for~~we ~~capital~~refer to ~~achieve~~throughout ~~the~~this ~~company’s~~prospectus ~~growth~~as ~~strategy~~our EV Business acquisition plan. We have not selected any specific EV Business acquisition target and we have not, nor has anyone on our behalf, initiated any substantive discussions, directly or indirectly, with any EV Business acquisition target. We have generated no revenues to date and we do not expect that we ~~believe~~will ~~have~~generate ~~been~~operating ~~misevaluated~~revenues byat the ~~marketplace~~earliest until ~~based~~we onconsummate our ~~analysis~~initial EV Business acquisition. While we may pursue an acquisition opportunity in the Electric Vehicles, Artificial Intelligence, Machine Learning and ~~due~~Robotics ~~diligence~~(“EV-AI-ML-R”) ~~review~~industry or sector, we intend to focus on: (1) businesses that source, design, develop, manufacture and distribute high-performance, affordable and fully electric vehicles; and ●(2) ~~will~~businesses ~~offer~~that design, anmanufacture, ~~attractive~~install ~~risk~~and sell Power Controls, Battery Technology, Wireless Technology, and Residential utility meters and remote, mission-~~adjusted~~critical ~~return~~devices ~~for~~mostly ~~our~~engineered ~~shareholders~~using Artificial Intelligence, Machine Learning and Robotic technologies.

~~These criteria~~Our ~~are~~management ~~not~~team ~~intended~~is tocomprised beof ~~exhaustive.~~two ~~Any~~business ~~evaluation~~professionals that ~~relating~~have toa ~~the~~broad ~~merits~~range of aexperience ~~particular~~in ~~initial~~executive ~~EV Business acquisition may be based~~leadership, tostrategy ~~the~~development ~~extent~~and ~~relevant~~implementation, onoperations ~~these general guidelines as well as other considerations~~management, ~~factors~~financial policy and ~~criteria~~corporate ~~that~~transactions. ~~our~~Our management ~~may~~ ~~deem~~team ~~relevant.~~members Inhave ~~the~~worked ~~event~~together ~~that~~in wethe ~~decide~~past, toat ~~enter~~Goldstein ~~into~~Franklin, ~~our~~Inc. ~~initial~~and ~~EV Business acquisition with a target EV Business that does~~other ~~not~~firms ~~meet~~as ~~the~~executive ~~above~~leaders ~~criteria~~ and ~~guidelines,~~senior wemanagers ~~will~~spearheading ~~disclose~~turnarounds, ~~that~~rollups ~~the~~and ~~target~~industry-focused EVconsolidation ~~Business~~while ~~does~~generating ~~not meet the above criteria in our~~ shareholder ~~communications~~value ~~related~~for tomany ~~our~~for ~~initial~~investors EVand ~~Business acquisition~~stakeholders.

~~Acquisition/~~We believe that our management team is well positioned to identify acquisition opportunities in the marketplace. Our management team’s industry expertise, principal investing transaction experience and business acumen will make us an attractive partner and enhance our ability to complete a successful Business acquisition. Our management believes that its ability to identify and implement value creation initiatives has been an essential driver of past performance and will remain central to its differentiated acquisition ~~Process~~strategy.

InAlthough our management team is well positioned and ~~evaluating~~have aexperience ~~prospective~~to ~~target~~identify EVacquisition ~~business~~opportunities in the marketplace, wepast ~~expect~~performance toof ~~conduct~~our management team is not a ~~thorough~~guarantee ~~due~~either (i) ~~diligence~~of ~~review~~success with respect to any EV Business acquisition we may consummate or (ii) that we will ~~encompass,~~be ~~among~~able ~~other~~to ~~things,~~identify a suitable candidate ~~meetings~~for ~~with~~our ~~incumbent~~initial EV Business acquisition. You should not rely on the historical performance record of our management ~~and~~team ~~employees,~~as ~~document~~indicative of ~~reviews~~our future performance. Additionally, ~~inspection~~in the course of EVtheir ~~manufacturing~~respective ~~facilities~~careers, asmembers ~~well~~of asour amanagement ~~review~~team ofhave been involved ~~financial~~in businesses and ~~other~~deals ~~information.~~that Wewere ~~will~~unsuccessful. ~~also~~Our ~~utilize~~officers ~~our~~and ~~operational~~directors ~~and~~have ~~capital~~not ~~allocation~~had management experience with EV companies in the past.

~~In order~~General to– ~~execute~~Real ~~our~~Estate ~~business strategy, we intend to:~~Business

~~Assemble a~~Our ~~team~~real ofestate EVoperations ~~industry~~has ~~and~~two ~~financial~~lines ~~experts~~of business: (1) ~~For~~promote ~~each~~and ~~potential~~preserve ~~transaction,~~affordable wehousing ~~intend~~and toeconomic ~~assemble~~development aacross ~~team~~urban ofneighborhoods EVin ~~industry~~the ~~and~~United ~~financial experts~~States; toand ~~supplement~~(2) ~~our~~acquire, hold ~~management’s~~and ~~efforts~~manage tospecialized ~~identify~~assets. ~~and~~To ~~resolve~~achieve ~~key~~our ~~issues~~objectives, ~~facing~~we aplan ~~target~~to EVacquire, ~~Business.~~own, Werenovate, develop, ~~intend~~redevelop, tooperate, ~~construct an~~dispose ~~operating~~of, and ~~financial~~manage ~~plan~~specialized ~~that~~assets ~~optimizes~~including ~~the~~industrial ~~potential~~and commercial toreal ~~grow~~estate, ~~shareholder~~affordable ~~value.~~housing ~~With~~and ~~extensive~~rental ~~experience~~property ~~investing~~and inmulti-family properties both ~~healthy and~~on ~~underperforming~~our ~~businesses,~~own weand ~~expect~~through ~~that~~ our investment management ~~will~~platform. beWe ~~able~~focus toprimarily ~~demonstrate~~on tocommercial ~~the target EV business~~ and ~~its~~multifamily ~~stakeholders that~~properties welocated ~~have~~in ~~the~~urban ~~resources~~ and ~~expertise~~high-density tosuburban ~~lead~~markets throughout the ~~combined~~United ~~company~~States. ~~through~~Our ~~complex~~real ~~and~~estate ~~potentially~~platform ~~turbulent~~is ~~market~~internally ~~conditions~~managed ~~and provide~~with ~~the~~primarily ~~strategic~~focused ~~and~~on: ~~operational~~(1) ~~direction~~the ~~necessary~~acquisition, toownership ~~grow~~and ~~the~~management of ~~business~~specialized inindustrial ~~order~~properties; toand ~~maximize~~(2) ~~cash~~ownership, ~~flows~~operation and ~~improve~~development ~~the~~of ~~overall strategic~~multi-family ~~prospects~~affordable ~~for~~housing ~~the company~~properties.

Conduct rigorous research and analysis: Performing disciplined, fundamental research and analysis is core to our strategy, and we intend to conduct extensive due diligence to evaluate the impact that a transaction may have on a target EV Business.51

Our Business ~~acquisition~~ driven by trend analysis: We intend to understand the underlying purchase and industry behaviors that would enhance a potential transaction’s attractiveness. We have extensive experience in identifying and analyzing evolving industry and consumer trends, and we expect to perform macro as well as bottoms-up analysis on consumer and industry trends.Plan

~~Acquire the~~Returning ~~target~~back ~~company~~to atits anforemost ~~attractive~~business ~~price~~model ~~relative~~of totechnology focused ~~our~~operations, ~~view~~Video ofRiver ~~intrinsic~~Networks, ~~value:~~Inc. ~~Combining~~(the ~~rigorous~~“Company”), ~~analysis~~a astechnology ~~well~~firm asintends ~~input~~to ~~from industry~~operate and ~~financial~~manage ~~experts~~a portfolio of Electric Vehicles, ~~our~~Artificial ~~management~~Intelligence, ~~team~~Machine ~~intends~~Learning toand ~~develop~~Robotics ~~its~~(“EV-AI-ML-R”) ~~view~~assets, ofbusinesses ~~the~~and ~~intrinsic~~operations in ~~value~~North ofAmerica. aThe ~~potential~~Company’s ~~Business~~current ~~acquisition. In~~targeted ~~doing~~portfolio ~~so,~~businesses ~~our~~include ~~management~~those ~~team~~that ~~will~~source, ~~evaluate~~design, ~~future~~develop, ~~cash~~manufacture ~~flow~~and distribute ~~potential~~high-performance, ~~relative~~affordable ~~industry~~and ~~valuation~~fully ~~metrics~~electric vehicles; and ~~precedent~~design, ~~transactions to~~manufacture, ~~inform~~install ~~its~~and ~~view~~sell ofPower ~~intrinsic~~Controls, ~~value~~Battery Technology, ~~with~~Wireless ~~the~~Technology, ~~intention~~and ofResidential ~~creating~~utility ameters ~~Business~~and ~~acquisition~~remote, atmission-critical andevices ~~attractive~~mostly ~~price~~engineered ~~relative~~using toArtificial Intelligence, ~~its~~Machine ~~view of~~Learning ~~intrinsic~~and ~~value~~Robotic technologies.

~~Implement~~Our current technology-focused business model was ~~operational~~a ~~and~~result ~~financial~~of ~~structuring~~our ~~opportunities:~~board ~~Our~~resolution ~~management~~on ~~team~~September ~~has~~15, ~~the~~2020 ~~ability~~to spin-in our specialty real estate holding business to ~~structure~~an operating subsidiary and ~~execute~~then pivot back to being a ~~Business~~technology ~~acquisition that~~company. ~~will~~The ~~establish~~Company ahas ~~capital~~now ~~structure~~returned ~~that~~back ~~will~~to ~~support~~its ~~the~~original ~~growth~~technology-focused inbusinesses ~~shareholder~~of Power ~~value~~Controls, ~~and~~Battery ~~give~~Technology, itWireless ~~the~~Technology, ~~flexibility~~and toResidential ~~grow~~utility ~~organically~~ meters and~~/or~~ ~~through~~remote, ~~strategic~~mission-critical ~~acquisitions~~devices. WeIn ~~intend~~ addition to ~~also~~above ~~develop~~list, ~~and~~the ~~implement~~Company ~~strategies~~intends ~~and~~to ~~initiatives~~spread toits ~~improve~~wings into the ~~business’ operational~~Electric Vehicles, Artificial Intelligence, Machine Learning and ~~financial~~Robotics (“EV-AI-ML-R”) ~~performance~~businesses/markets, targeting acquisition, ownership and ~~create~~operation aof ~~platform~~acquired ~~for~~EV-AI-ML-R ~~growth~~businesses or portfolio of EV-AI-ML-R businesses.

53Video River Networks, Inc., prior to September 15, 2020, used to be a specialty real estate holding company, focuses on the acquisition, ownership, and management of specialized industrial properties. The Company’s real estate business objective is to maximize stockholder returns through a combination of (1) distributions to our stockholders, (2) sustainable long-term growth in cash flows from increased rents, which we hope to pass on to stockholders in the form of increased distributions, and (3) potential long-term appreciation in the value of our properties from capital gains upon future sale. As a real estate holding company, the Company is engaged primarily in the ownership, operation, management, acquisition, development and redevelopment of predominantly multifamily housing and specialized industrial properties in the United States.

~~Seek strategic~~Having ~~acquisitions~~partially ~~and~~freed ~~divestitures~~itself from the day-to-day operation ~~further~~of ~~grow~~the ~~shareholder~~real ~~value:~~estate ~~Our~~operations, ~~management~~the ~~team~~Company ~~intends~~now returns to ~~analyze~~its ~~the~~technology ~~strategic~~root ~~direction~~ with a primary purpose of ~~the~~acquiring ~~company,~~Electric ~~including~~Vehicles manufacturer ~~evaluating~~or ~~potential~~doing ~~non-core~~a ~~asset~~joint ~~sales~~venture to(JV) ~~create~~with ~~financial~~Electric ~~and/or~~Vehicles ~~operational~~businesses ~~flexibility~~that ~~for~~source, ~~the~~design, ~~company~~develop, manufacture and distribute tohigh-performance, ~~engage~~affordable inand ~~organic~~fully electric vehicles; and~~/or~~ ~~inorganic~~design, ~~growth.~~manufacture, ~~Our~~install ~~management~~and ~~team~~sell ~~intends~~Power toControls, ~~evaluate~~Battery ~~strategic~~Technology, Wireless ~~opportunities~~Technology, and ~~chart~~Residential autility ~~clear~~meters ~~path to~~and ~~take~~remote, ~~the~~mission-critical EVdevices ~~business~~mostly toengineered ~~the~~using ~~next~~Artificial ~~level~~Intelligence, Machine ~~after~~Learning ~~the~~and ~~Business~~Robotic ~~acquisition~~technologies.

~~After the initial EV~~ Business ~~acquisition,~~Strategy ~~our management team intends to apply a rigorous approach to enhancing shareholder value, including evaluating the experience~~ and ~~expertise~~Deal of incumbent management and making changes where appropriate, examining opportunities for revenue enhancement, cost savings, operating efficiencies and strategic acquisitions and divestitures and developing and implementing corporate strategies and initiatives to improve profitability and long-term value. In doing so, our management team anticipates evaluating corporate governance, opportunistically accessing capital markets and other opportunities to enhance liquidity, identifying acquisition and divestiture opportunities and properly aligning management and board incentives with growing shareholder value. Our management team intends to pursue post-merger initiatives through participation on the board of directors, through direct involvement with company operations and/or calling upon a stable of former managers and advisors when necessary.Origination

~~Strategic~~We have not ~~Approach~~finalized toan ~~Management.~~acquisition Wetarget yet, but making progress in identifying several potential candidates from which we intend to ~~approach~~pick ~~the~~those that ~~management~~meet ofour acriteria ~~company~~for asacquisition. Our acquisition and value creation strategy ~~consultants~~will ~~would.~~be ~~This~~to ~~means~~identify, ~~that~~acquire weand, ~~approach~~after our initial ~~business~~EV ~~with~~Business ~~performance-based~~acquisition, ~~metrics~~build ~~based~~an onEV ~~strategic~~company that source, design, develop, manufacture and ~~operational~~distribute ~~goals~~high-performance, ~~both~~affordable and atfully electric vehicles that suit the ~~overall~~experience ~~company~~of ~~level~~our management team and ~~for~~can ~~specific~~benefit from ~~divisions~~their operational expertise. Our Business acquisition strategy will leverage our management team’s network of potential transaction sources, where we believe a combination of our relationships, knowledge and ~~functions~~experience could effect a positive transformation or augmentation of existing businesses to improve their overall value proposition.

Corporate Governance and Oversight. Active participation as board members can include many activities ranging from conducting monthly or quarterly board meetings to chairing standing (compensation, audit or investment committees) or special committees, replacing or supplementing company management teams when necessary, adding outside directors with industry expertise which may or may not include members of our own board of directors, providing guidance on strategic and operational issues including revenue enhancement opportunities, cost savings, brand repositioning, operating efficiencies, reviewing and testing annual budgets, reviewing acquisitions and divestitures and assisting in the accessing of capital markets to further optimize financing costs and fund expansion.52

~~Direct Operational Involvement.~~ Our management team’s ~~members,~~objective ~~through~~is ~~ongoing board service, intend~~ to ~~actively~~generate ~~engage~~attractive ~~with~~returns ~~company~~and ~~management. These~~create ~~activities~~value ~~may~~for ~~include:~~our ~~(i)~~shareholders ~~establishing~~by anapplying ~~agenda~~our ~~for~~disciplined ~~management~~strategy ~~and instilling a sense~~ of underwriting ~~accountability~~intrinsic worth and ~~urgency;~~implementing ~~(ii)~~changes ~~aligning the~~after ~~interest~~making ofan ~~management~~acquisition ~~with~~to ~~growing~~unlock ~~shareholder~~ value;. ~~(iii)~~While ~~providing~~our ~~strategic~~approach ~~planning~~is ~~and~~focused ~~management~~on ~~consulting~~the EV-AI-ML-R ~~assistance,~~industries ~~particularly in~~where ~~regards~~we tohave ~~re-invested~~differentiated ~~capital~~insights, ~~and~~we ~~growth~~also ~~capital~~have insuccessfully ~~order~~driven change tothrough ~~grow~~a ~~revenues,~~comprehensive ~~achieve~~value ~~more~~creation ~~optimal~~plan ~~operating~~framework. ~~scale~~We orfavor ~~eliminate~~opportunities ~~costs; (iv)~~where ~~establishing~~we ~~measurable~~can ~~key~~accelerate ~~performance~~the ~~metrics;~~target’s ~~and~~growth initiatives. ~~(v)~~As ~~complementing~~a ~~product~~management ~~lines~~team ~~and~~we ~~brands~~have ~~while~~successfully ~~growing~~applied ~~market~~this ~~share~~approach inover ~~attractive market~~approximately ~~categories.~~16 ~~These~~years ~~skill~~and ~~sets~~have ~~will~~deployed becapital ~~integral~~successfully in toa ~~shareholder~~range ~~value~~of ~~creation~~market cycles.

~~M&A~~We plan to utilize ~~Expertise~~the network and ~~Add-On~~Finance ~~Acquisitions.~~industry ~~Our~~experience ~~management~~of ~~team~~our ~~has~~Chief ~~expertise~~Executive Officer and our management team in ~~identifying,~~seeking ~~acquiring~~an ~~and~~initial ~~integrating~~EV ~~synergistic,~~Business ~~margin-enhancing~~acquisition and ~~transformational~~employing ~~businesses.~~our WeBusiness ~~intend~~acquisition ~~to,~~strategy ~~wherever~~described ~~possible,~~below. ~~utilize~~Our ~~M&A~~CEO asis a ~~strategic~~top ~~tool~~financial toprofessional ~~strengthen~~with ~~the~~designations ~~financial~~that ~~profile~~include, ofCPA, anCMA, EVand ~~business~~CFM. weHe’s ~~acquire~~very knowledgeable in the fields of corporate law, asreal ~~well~~estate, aslending, ~~its~~turnarounds ~~competitive~~and ~~positioning~~restructuring. Over Wethe ~~would~~course ~~seek~~of totheir ~~enter~~careers, ~~into~~the ~~accretive~~members ~~Business~~of ~~acquisitions where~~ our management team orhave andeveloped ~~acquired~~a ~~company’s~~broad ~~management~~network ~~team~~of ~~can~~contacts ~~seamlessly~~and ~~transition~~corporate torelationships that ~~working~~we ~~together~~believe will serve as ~~one~~a ~~organization and~~useful ~~team~~source of EV acquisition opportunities. This network has been developed through our management team’s extensive experience:

~~Access to~~● ~~Portfolio~~investing ~~Company~~in ~~Managers~~ and ~~Advisors.~~operating ~~Through~~a ~~their~~wide ~~combined~~range ~~years~~ of ~~experience~~businesses; ~~investing~~● ingrowing brands through repositioning, increasing household penetration and ~~controlling~~geographic ~~businesses~~expansion; expanding into new distribution channels, ~~our management~~such ~~team~~as ~~members~~e-Commerce, ~~have~~in ~~developed~~an ~~strong~~increasingly ~~professional~~omni-channel ~~relationships~~world; ~~with~~● ~~former~~identifying ~~company~~lessons ~~managers~~learned and ~~advisors.~~applying ~~When~~solutions ~~appropriate, we~~across ~~intend~~product toportfolios ~~bring~~and inchannels; ~~outside~~● ~~directors~~sourcing, ~~managers~~structuring, oracquiring, ~~consultants~~operating, todeveloping, ~~assist~~growing, infinancing ~~corporate governance~~ and ~~operational~~selling ~~turnaround~~businesses; ~~activities. The~~● ~~use~~developing ofrelationships ~~supplemental~~with ~~advisors~~sellers, ~~should~~financing ~~provide~~providers, ~~additional~~advisors ~~resources~~and totarget management toteams; ~~address~~and ~~time~~● ~~intensive~~executing ~~issues~~transformational ~~that~~transactions ~~may~~in bea ~~delaying an~~wide ~~organization~~range ~~from~~of ~~realizing~~businesses ~~its~~under ~~full~~varying ~~potential~~economic ~~shareholder~~and ~~returns~~financial market conditions.

54In addition, drawing on their extensive investing and operating experience, our management team anticipates tapping four major sources of deal flow:

~~Our acquisition~~● ~~criteria,~~directly ~~due~~identifying ~~diligence~~potentially ~~processes~~attractive ~~and~~undervalued ~~value~~situations ~~creation~~through ~~methods~~primary ~~are~~research ~~not~~into ~~intended to be exhaustive. Any evaluation relating to the merits of a particular initial~~ EV ~~Business~~industries ~~acquisition~~and ~~may~~companies; be● ~~based,~~receiving toinformation ~~the~~from ~~extent relevant, on these general guidelines as well as other considerations, factors and criteria that~~ our management ~~may~~team’s ~~deem~~global ~~relevant.~~contacts Inabout ~~the event that we decide to enter into our initial EV Business acquisition with~~ a ~~target~~potentially EVattractive ~~Business~~situation; ~~that~~● ~~does~~leads ~~not~~from ~~meet~~investment ~~the~~bankers ~~above criteria~~ and ~~guidelines,~~advisors weregarding ~~will~~businesses ~~disclose~~seeking ~~that~~a ~~the~~combination ~~target EV~~or ~~Business~~added ~~does~~value ~~not~~that ~~meet~~matches ~~the above criteria in~~ our ~~shareholder~~strengths; ~~communications~~and ~~related~~● toinbound ~~our~~opportunities ~~initial~~from EVa ~~Business~~company ~~acquisition,~~or ~~which, as~~existing ~~discussed~~stakeholders inseeking ~~this~~a ~~prospectus~~combination, ~~would~~including becorporate ~~in the form of tender offer documents or proxy solicitation materials that we would file with the SEC~~divestitures.

~~Sourcing~~We expect this network will provide our management team with a robust flow of ~~Potential~~EV acquisition opportunities. In addition, we anticipate that target EV Business candidates will be brought to our attention by various unaffiliated sources, which may include investment market participants, private equity groups, investment banking firms, consultants, accounting firms and large business enterprises. Upon completion of this offering, members of our management team will communicate with their network of relationships to articulate the parameters for our search for a target company and a potential Business acquisition ~~Targets~~and begin the process of pursuing and reviewing potential leads.

~~Other~~ Acquisition/Business ~~Considerations~~acquisition Criteria

WeConsistent with ~~are~~this ~~not~~strategy, ~~prohibited~~we ~~from~~have ~~pursuing~~identified anthe ~~initial~~following EVgeneral ~~Business~~criteria ~~acquisition~~and ~~with~~guidelines ~~a company~~ that iswe ~~affiliated~~believe ~~with~~are ~~our~~important ~~sponsor,~~in ~~officers~~evaluating ~~or directors.~~prospective Intarget ~~the~~EV ~~event~~businesses. weWe ~~seek~~will touse ~~complete~~these ~~our~~criteria ~~initial~~and EVguidelines ~~Business~~in evaluating acquisition ~~with~~opportunities. aWhile ~~company~~we ~~that~~intend isto ~~affiliated~~acquire ~~with~~EV companies ~~our~~that ~~officers~~we orbelieve ~~directors, we,~~exhibit one or amore ~~committee~~ of ~~independent~~the ~~directors~~following characteristics, ~~will~~we ~~obtain~~may andecide ~~opinion~~to ~~from~~enter aninto ~~independent~~our ~~investment~~initial ~~banking~~EV ~~firm~~Business ~~or another independent~~acquisition ~~firm~~with ~~that~~a ~~commonly~~target ~~renders~~EV ~~valuation~~business ~~opinions~~that ~~for~~does ~~the~~not ~~type~~meet ofthese ~~company~~criteria weand ~~are~~guidelines. ~~seeking~~We intend to acquire orEV ancompanies ~~independent~~that ~~accounting~~source, ~~firm~~design, ~~that~~develop, ~~our~~manufacture ~~initial~~and EVdistribute ~~Business~~high-performance, ~~acquisition~~affordable isand ~~fair~~fully toelectric ~~our company from a financial point of view.~~vehicles:

~~Unless we~~● ~~complete~~have potential for significant growth, or can act as an attractive EV acquisition platform, following our initial EV Business acquisition; ~~with~~● anhave ~~affiliated~~demonstrated ~~entity~~market segment, category and/or cost leadership and would benefit from our ~~Board~~extensive ofnetwork ~~Directors~~and ~~cannot~~insights; ~~independently~~● ~~determine~~provide ~~the fair~~operational ~~market~~platform ~~value~~and/or ofinfrastructure ~~the~~for ~~target~~variety of EV ~~Business~~models and/or ~~businesses~~services, wewith the potential for revenue, market share, footprint and/or distribution improvements; ● are ~~not~~at ~~required~~the toforefront ~~obtain~~of anEV ~~opinion~~evolution ~~from~~around anchanging ~~independent~~consumer ~~investment~~trends; ~~banking firm~~● offer marketing, ~~another~~pricing ~~independent~~and ~~firm~~product ~~that~~mix ~~commonly~~optimization ~~renders~~opportunities ~~valuation~~across ~~opinions~~distribution ~~for~~channels; ~~the~~● ~~type~~are offundamentally ~~company~~sound wecompanies ~~are~~that ~~seeking~~could tobe ~~acquire~~underperforming their potential and/or ~~from~~offer ~~an independent~~compelling ~~accounting~~value; ~~firm~~● ~~that~~offer the ~~price~~opportunity wefor ~~are~~our ~~paying~~management ~~for~~team ato partner with established target ismanagement ~~fair~~teams toor ~~our~~business ~~company~~owners ~~from~~to aachieve ~~financial~~long-term ~~point~~strategic ofand ~~view.~~operational Ifexcellence, noor, ~~opinion is~~in ~~obtained~~some cases, where our ~~shareholders~~access ~~will~~to beaccomplished ~~relying~~executives onand the ~~business~~skills ~~judgment~~ of ~~our~~the ~~Board~~management of ~~Directors,~~identified ~~which~~targets ~~will~~warrants ~~have~~replacing ~~significant~~or ~~discretion in~~supplementing ~~choosing~~existing ~~the~~management; ~~standard~~● ~~used~~exhibit tounrecognized ~~establish~~value ~~the~~or ~~fair~~other ~~market~~characteristics, ~~value~~desirable ofreturns ~~the~~on ~~target~~capital orand ~~targets,~~a ~~and~~need ~~different~~for ~~methods~~capital ofto ~~valuation~~achieve ~~may~~the ~~vary greatly~~company’s ingrowth ~~outcome~~strategy, ~~from~~that ~~one~~we ~~another.~~believe ~~Such~~have ~~standards~~been ~~used~~misevaluated ~~will~~by bethe ~~disclosed~~marketplace inbased on our ~~tender~~analysis ~~offer~~and ~~documents~~due ordiligence ~~proxy~~review; ~~solicitation~~and ~~materials, as~~● ~~applicable,~~will ~~related~~offer toan ~~our~~attractive ~~initial~~risk-adjusted EVreturn ~~Business~~for ~~acquisition~~our shareholders.

~~Members~~These criteria ofare ~~our~~not ~~management~~intended ~~team~~to ~~may~~be ~~directly~~exhaustive. orAny ~~indirectly~~evaluation ~~own~~relating ~~our~~to ~~ordinary~~the ~~shares~~merits ~~and/or~~of ~~private~~a ~~placement~~particular ~~warrants~~initial ~~following~~EV ~~this~~Business ~~offering, and,~~acquisition ~~accordingly,~~ may ~~have~~be abased, to ~~conflict~~the ofextent ~~interest~~relevant, inon ~~determining~~these ~~whether~~general aguidelines ~~particular~~as ~~target~~well EVas ~~Business~~other isconsiderations, anfactors ~~appropriate~~and ~~business~~criteria ~~with which~~that ~~to effectuate~~ our ~~initial~~management EVmay ~~Business acquisition~~deem relevant. ~~Further,~~In ~~each~~the ofevent ~~our~~that ~~officers~~we ~~and~~decide ~~directors~~to ~~may~~enter ~~have~~into aour ~~conflict~~initial ofEV ~~interest with~~Business ~~respect~~acquisition towith ~~evaluating~~ a ~~particular~~target EV Business ~~acquisition~~that ifdoes ~~the~~not ~~retention~~meet orthe above ~~resignation~~criteria ofand ~~any~~guidelines, ~~such~~we ~~officers~~will ~~and~~disclose ~~directors~~that ~~was~~the ~~included by a~~ target EV Business asdoes anot ~~condition~~meet tothe ~~any~~above ~~agreement~~criteria ~~with~~in ~~respect~~our shareholder communications related to our initial EV Business acquisition.

55Acquisition/Business acquisition Process

In ~~the~~ ~~future~~evaluating ~~any~~a ofprospective ~~our~~target ~~directors~~EV ~~and our officers may have additional~~business, ~~fiduciary~~we expect ~~or contractual obligations~~ to ~~other~~conduct ~~entities~~a ~~pursuant to~~thorough ~~which~~due ~~such~~diligence ~~officer~~review orthat ~~director is or~~ will beencompass, ~~required~~among toother ~~present~~things, ~~acquisition~~meetings ~~opportunities~~with toincumbent ~~such~~management ~~entity.~~and ~~Accordingly~~employees, ~~subject to~~ ~~his~~document ~~or her fiduciary duties~~reviews, ifinspection ~~any~~ of ~~our~~EV ~~officers~~manufacturing ~~or directors becomes aware of an acquisition opportunity which is suitable for an entity to which he or she has then current fiduciary or contractual obligations~~facilities, heas orwell ~~she~~as ~~will~~a ~~need~~review toof ~~honor~~financial ~~his or her fiduciary or contractual obligations to present such acquisition opportunity to such entity,~~ and ~~only~~other ~~present it to us if such entity rejects the opportunity~~information. We dowill ~~not~~also ~~believe, however, that any fiduciary duties or contractual obligations of our directors or officers would materially~~utilize ~~undermine~~ our ~~ability~~operational toand ~~complete~~capital ~~our~~allocation ~~Business acquisition~~experience.

~~Plan of Operations~~54

~~While our~~In ~~major~~order ~~focus is~~ to ~~find,~~execute ~~acquire~~our ~~and manage an EV~~ business, ~~our real estate portfolio is still alive and must figure in our plan of operation. In the next twelve months~~strategy, we ~~plan on buying rehabilitating and selling up to six properties~~intend ~~and adding the net proceeds obtained from the sales~~ to ~~finance our acquisition business plan.~~:

~~The~~Assemble a team of EV industry and financial ~~Company~~experts: ~~will~~For ~~continue~~each potential transaction, we intend to ~~evaluate~~assemble ~~its~~a ~~projected~~team ~~expenditures~~of ~~relative~~EV industry and financial experts to ~~its~~supplement ~~available~~our ~~cash~~management’s efforts to identify and resolve key issues facing a target EV Business. We intend to ~~seek~~construct ~~additional~~an ~~means~~operating ofand ~~financing~~financial plan that optimizes the potential to grow shareholder value. With extensive experience investing in ~~order~~both healthy and underperforming businesses, we expect that our management will be able to ~~satisfy~~demonstrate to the ~~Company’s~~target ~~working~~EV ~~capital~~business and ~~other~~its stakeholders that we have the resources and expertise to lead the combined company through complex and potentially turbulent market conditions and provide the strategic and operational direction necessary to grow the business in order to maximize cash ~~requirements~~flows and improve the overall strategic prospects for the company.

~~Upon completion~~Conduct ofrigorous ~~the~~research ~~acquisition~~and ~~of an Electric Vehicles manufacturer or doing a joint venture (JV)~~analysis: ~~with~~Performing ~~Electric~~disciplined, ~~Vehicles~~fundamental ~~businesses~~research ~~that~~and ~~source,~~analysis ~~design,~~is ~~develop,~~core ~~manufacture~~to ~~and~~our ~~distribute high-performance~~strategy, ~~affordable~~ and ~~fully~~we ~~electric vehicles,~~intend ~~our~~to ~~strategy~~conduct ~~will~~extensive ~~subsequently~~due ~~include~~diligence to ~~distribution~~evaluate of the ~~electric~~impact ~~vehicles and~~that ~~related~~a ~~product~~transaction ~~lines~~may tohave ~~retailers~~on ~~and~~a ~~consumers~~target ~~across~~EV ~~North America~~Business.

~~Critical~~Business acquisition driven by trend ~~Accounting~~analysis: ~~Policies,~~We ~~Estimates~~intend to understand the underlying purchase and ~~New~~industry ~~Accounting~~behaviors ~~Pronouncements~~that would enhance a potential transaction’s attractiveness. We have extensive experience in identifying and analyzing evolving industry and consumer trends, and we expect to perform macro as well as bottoms-up analysis on consumer and industry trends.

~~Management’s discussion~~Acquire ~~and~~the ~~analysis~~target ofcompany ~~its~~at ~~financial~~an ~~condition~~attractive price ~~and~~relative ~~plan~~to ~~of operations is based upon~~ our ~~financial~~view ~~statements,~~of ~~which~~intrinsic ~~have~~value: ~~been~~Combining ~~prepared in~~rigorous ~~accordance~~analysis ~~with~~as ~~accounting~~well ~~principles~~as ~~generally~~input ~~accepted~~from inindustry ~~the~~and ~~United States of America. The preparation of these~~ financial ~~statements~~experts, our ~~requires~~management ~~that~~team weintends ~~make~~to ~~estimates~~develop ~~and~~its ~~judgments~~view ~~that~~of ~~affect~~ the ~~reported~~intrinsic ~~amounts~~value of ~~assets,~~a ~~liabilities,~~potential ~~revenues~~Business ~~and expenses, and related disclosure of contingent assets and liabilities~~acquisition. AtIn ~~each~~doing ~~balance sheet date~~so, our management ~~evaluates~~team will ~~its~~evaluate ~~estimates.~~future Wecash ~~base~~flow ~~our~~potential, ~~estimates on~~relative ~~historical~~industry ~~experience~~valuation metrics and onprecedent ~~various~~transactions ~~other assumptions that are believed~~ to beinform ~~reasonable~~its ~~under~~view ~~the~~of ~~circumstances. Actual results~~intrinsic ~~may~~value, ~~differ~~with ~~from~~the ~~these~~intention ~~estimates~~of ~~under~~creating ~~different~~a ~~assumptions or~~Business ~~conditions.~~acquisition ~~The~~at ~~estimates~~an ~~and~~attractive ~~critical~~price ~~accounting~~relative ~~policies~~to ~~that~~its ~~are~~view ~~most important in fully understanding and evaluating our financial condition and results~~ of ~~operations~~intrinsic ~~include those stated in our financial statements and those listed below:~~value.

~~Going~~Implement operational and financial ~~Concern~~structuring opportunities: Our management team has the ability to structure and execute a Business acquisition that will establish a capital structure that will support the growth in shareholder value and give it the flexibility to grow organically and/or through strategic acquisitions. We intend to also develop and implement strategies and initiatives to improve the business’ operational and financial performance and create a platform for growth.

~~The accompanying~~Seek ~~financial~~strategic ~~statements~~acquisitions ~~have~~and ~~been~~divestitures to ~~prepared~~further ~~assuming~~grow ~~that~~shareholder ~~the~~value: ~~Company~~Our ~~will~~management ~~continue~~team asintends ato ~~going~~analyze ~~concern.~~the Asstrategic ~~shown~~direction inof the ~~accompanying financial statements~~company, weincluding ~~had~~evaluating potential ~~zero~~non-core ~~cash~~asset ~~flows~~sales ~~from~~to ~~operations~~create ~~for~~financial ~~the twelve months ended December 31, 2023~~ and/or ~~2022~~operational ~~These~~flexibility ~~conditions raise~~for ~~substantial~~the ~~doubt~~company as to ~~our~~engage ~~ability~~in toorganic ~~continue~~and/or ~~as a going concern~~inorganic growth. ~~The~~Our ~~financial~~management ~~statements~~team dointends ~~not~~to ~~include~~evaluate ~~any~~strategic ~~adjustments~~opportunities ~~that might~~and bechart ~~necessary~~a ifclear wepath ~~are unable~~ to ~~continue~~take asthe aEV ~~going~~business ~~concern. Management intends~~ to ~~finance~~the ~~these~~next ~~deficits by making additional~~level ~~shareholder~~after ~~notes~~the ~~and~~Business ~~seeking additional outside financing through either debt or sales of its Common Stock~~acquisition.

56After the initial EV Business acquisition, our management team intends to apply a rigorous approach to enhancing shareholder value, including evaluating the experience and expertise of incumbent management and making changes where appropriate, examining opportunities for revenue enhancement, cost savings, operating efficiencies and strategic acquisitions and divestitures and developing and implementing corporate strategies and initiatives to improve profitability and long-term value. In doing so, our management team anticipates evaluating corporate governance, opportunistically accessing capital markets and other opportunities to enhance liquidity, identifying acquisition and divestiture opportunities and properly aligning management and board incentives with growing shareholder value. Our management team intends to pursue post-merger initiatives through participation on the board of directors, through direct involvement with company operations and/or calling upon a stable of former managers and advisors when necessary.

~~Recently~~Strategic Approach to Management. We ~~Adopted~~intend ~~Accounting~~to ~~Standards~~approach the management of a company as strategy consultants would. This means that we approach business with performance-based metrics based on strategic and operational goals, both at the overall company level and for specific divisions and functions.

~~Leases~~55

~~In February~~Corporate ~~2016,~~Governance ~~the~~and ~~FASB~~Oversight. Active ~~issued~~participation ~~ASU~~as ~~2016-02,~~board ~~“Leases”~~members ~~that~~can ~~requires~~include ~~for~~many ~~leases~~activities ~~longer~~ranging ~~than~~from ~~one~~conducting ~~year,~~monthly aor ~~lessee~~quarterly toboard ~~recognize in~~meetings ~~the statement of financial condition a right·of·use asset, representing the right~~ to ~~use the underlying asset for the~~chairing ~~lease~~standing ~~term~~(compensation, ~~and~~audit aor ~~lease~~investment ~~liability,~~committees) ~~representing~~or ~~the~~special ~~liability~~committees, toreplacing ~~make~~or ~~lease~~supplementing ~~payments.~~company ~~The~~management ~~accounting~~teams ~~update also requires that for finance~~when ~~leases~~necessary, aadding ~~lessee~~outside ~~recognize~~directors ~~interest~~with ~~expense~~industry onexpertise ~~the~~which ~~lease~~may ~~liability,~~or ~~separately~~may ~~from~~not ~~the~~include ~~amortization~~members of ~~the~~our ~~right-of-use~~own ~~asset~~board ~~in the statements~~ of ~~earnings~~directors, ~~while~~providing guidance ~~for~~on ~~operating~~strategic ~~leases,~~and ~~such~~operational ~~amounts~~issues ~~should~~including berevenue ~~recognized~~enhancement asopportunities, acost ~~combined~~savings, ~~expense.~~brand ~~In addition~~repositioning, ~~this accounting~~operating ~~update~~efficiencies, ~~requires~~reviewing ~~expanded disclosures about the nature~~ and ~~terms~~testing ofannual ~~lease~~budgets, ~~agreements.~~reviewing ~~The~~acquisitions ~~Company~~and ~~has~~divestitures ~~reviewed the new standard~~ and ~~does not~~assisting ~~expect~~in ~~it to have a material impact to~~ the ~~statement~~accessing of ~~financial condition or its net~~ capital~~. The~~ ~~adoption~~markets ~~of this guidance resulted in no significant impact~~ to ~~our~~further ~~results~~optimize offinancing ~~operations~~costs orand ~~cash~~fund ~~flows~~expansion.

~~Revenue~~Direct Operational Involvement. Our ~~Recognition~~management team members, through ongoing board service, intend to actively engage with company management. These activities may include: (i) establishing an agenda for management and instilling a sense of accountability and urgency; (ii) aligning the interest of management with growing shareholder value; (iii) providing strategic planning and management consulting assistance, particularly in regards to re-invested capital and growth capital in order to grow revenues, achieve more optimal operating scale or eliminate costs; (iv) establishing measurable key performance metrics; and (v) complementing product lines and brands while growing market share in attractive market categories. These skill sets will be integral to shareholder value creation.

~~The Company~~M&A ~~recognizes~~Expertise ~~revenue~~and inAdd-On ~~accordance~~Acquisitions. Our ~~with~~management ~~the~~team ~~Financial~~has ~~Accounting~~expertise ~~Standards~~in ~~Board (“FASB”) Accounting Standards Codification (“ASC”) 606~~identifying, ~~Revenue~~acquiring ~~from~~and ~~Contracts~~integrating ~~with Customers~~synergistic, ~~which~~margin-enhancing ~~requires that five basic steps be followed to recognize revenue: (1) a legally enforceable contract that meets criteria standards as to composition~~ and ~~substance~~transformational ~~is identified; (2) performance obligations~~businesses. ~~relating~~We tointend ~~provision of goods or services~~ to ~~the customer are identified; (3) the transaction price~~, ~~with~~wherever ~~consideration given to any variable~~possible, ~~noncash,~~utilize orM&A ~~other~~as ~~relevant~~a ~~consideration,~~strategic istool ~~determined;~~to ~~(4)~~strengthen the ~~transaction~~financial ~~price~~profile ~~is allocated to the performance obligations; and (5) revenue is recognized when control~~ of ~~goods~~an orEV ~~services~~business iswe ~~transferred to the customer with consideration given~~acquire, ~~whether that~~ ~~control~~as ~~happens~~well ~~over~~as ~~time~~its orcompetitive ~~not~~positioning. ~~Determination~~We ofwould ~~criteria~~seek ~~(3)~~to ~~and~~enter ~~(4)~~into ~~are~~accretive ~~based~~Business onacquisitions where our management’s ~~judgments~~team ~~regarding~~or ~~the~~an ~~fixed~~acquired ~~nature~~company’s ofmanagement ~~the~~team ~~selling~~can ~~prices~~seamlessly oftransition ~~the products and services delivered and the collectability of those amounts. The adoption of ASC 606 did not result in a change~~ to ~~the~~working ~~accounting~~together ~~for any of the in-scope revenue streams;~~ as ~~such,~~one noorganization ~~cumulative~~and ~~effect adjustment was recorded~~team.

~~The Company~~Access ~~generates~~to ~~revenue~~Portfolio ~~primarily~~Company ~~from: (1) the sale of homes/properties; (2) commissions and fees charged on each real estate services~~Managers ~~transaction closed by our lead agents or partner agents; (3) principal transactions from sales of trading securities, less original purchase cost;~~ and ~~(4)Entrepreneurship Development Initiative Revenue~~Advisors. ~~Principal~~Through ~~transaction~~their iscombined ~~net~~years ~~trading revenues consisting primarily~~ of ~~revenues from~~experience ~~trading~~investing ~~securities~~in ~~earned~~and ~~upon~~controlling ~~completion of trade~~businesses, ~~net~~our ofmanagement ~~any~~team ~~trading~~members ~~fees. A trading is completed when earned and recognized at~~have adeveloped ~~point~~strong inprofessional ~~time,~~relationships onwith aformer ~~trade-date~~company ~~basis,~~managers asand ~~the Company executes trades~~advisors. ~~The~~When ~~Company~~appropriate, ~~records~~we ~~trading~~intend ~~revenue~~to onbring ain ~~net basis~~outside directors, ~~trading~~managers ~~sales less~~or ~~original~~consultants ~~purchase~~to ~~cost.~~assist ~~Net realized gains and losses from securities transactions are determined for federal income tax and financial reporting purposes on the first-~~in, ~~first-out~~corporate ~~method~~governance and ~~represent~~operational ~~proceeds~~turnaround onactivities. ~~disposition~~The ofuse ~~investments less the cost basis~~ of ~~investments.~~supplemental advisors ~~Sale~~should ofprovide ~~real~~additional ~~estate~~resources ~~properties~~to ~~are~~management ~~recognized~~to ataddress ~~the~~time ~~sales~~intensive ~~price/amount~~issues ~~and~~that ~~the~~may ~~total~~be ~~cost~~delaying ~~(including~~an ~~cost~~organization offrom ~~rehabilitation) associated~~realizing ~~with~~its ~~the~~full ~~property~~potential ~~acquisition~~shareholder ~~and rehabilitation are classified in Cost of Goods Sold (COGS)~~returns.

~~Entrepreneurship~~Our acquisition criteria, due diligence processes ~~Development~~and ~~Initiative~~value ~~Revenue:~~creation methods are not intended to be exhaustive. Any evaluation relating to the merits of a particular initial EV Business acquisition may be based, to the extent relevant, on these general guidelines as well as other considerations, factors and criteria that our management may deem relevant. In the event that we decide to enter into our initial EV Business acquisition with a target EV Business that does not meet the above criteria and guidelines, we will disclose that the target EV Business does not meet the above criteria in our shareholder communications related to our initial EV Business acquisition, which, as discussed in this prospectus, would be in the form of tender offer documents or proxy solicitation materials that we would file with the SEC.

~~Alpharidge Capital~~Sourcing ~~LLC, an operating subsidiary~~ of ~~the~~Potential ~~Company~~Business operates an Entrepreneurship Development Initiative through which it acquires abandoned shell companies that are listed on the OTC expert market with the goal of cleaning them up and deploying them into the capital markets for possible merger/acquisition to small businesses that are looking for vehicles to help boost their businesses and create jobs for their family and friends. Alpharidge’s process flows as follows: (1) The acquisition of control of abandoned shell/pubco through cash-purchase of custodianship process. All shells/pubcos acquired are held in the name of Alpharidge or one of its affiliates; (2) Alpharidge cleanse and revives the shell/pubcos; (3) Alpharidge issues control-block-shares of the pubco to CED Capital an affiliate company, to hold in trust for Alpharidge. (4) CED sells the control-block-shares of the pubco to buyers in exchange for cash or notes. The cash component goes to Alpharidge immediately, while the note is simultaneously assigned to Alpharidge; and (5) Alpharidge releases control of the pubco to the new buyer and recognize the revenue from the sale done on its behalf by CED Capital. As at December 31, 2023 the Company recognized $1,513,535 in Entrepreneurship Development Initiative Revenue consisting of $1,416,785 from shell/pubco sales and $96,750 from accrued interest.Targets

57We believe that the operational and transactional experience of our management team and their respective affiliates, and the relationships they have developed as a result of such experience, will provide us with a substantial number of potential Business acquisition targets. These individuals and entities have developed a broad network of contacts and corporate relationships around the world. This network has grown through sourcing, acquiring and financing businesses and maintaining relationships with sellers, financing sources and target management teams. Our management team members have significant experience in executing transactions under varying economic and financial market conditions. We believe that these networks of contacts and relationships and this experience will provide us with important sources of investment opportunities. In addition, we anticipate that target EV Business candidates may be brought to our attention from various unaffiliated sources, including investment market participants, private equity funds and large business enterprises seeking to divest noncore assets or divisions.

Accounting for the initial acquisition of the shells through custodianship processes or b direct acquisition from other owners, Alpharidge capitalizes all identifiable funds advanced to each shell to pay for its nominal activities including monthly Transfer Agent’s fees, annual state charter dues, OTCIQ access fees, legal, accounting, reporting and publication cost. Each cost is accumulated under the related asset as long-term receivable from that entity. It is classified as long-term receivable because it is only paid off when the shell is sold to prospective entrepreneurs. Upon sale, the sale price is recognized as EDI revenue while the accumulated receivable is expensed as EDI Cost of Sales.56

~~Income Taxes~~Other Acquisition Considerations

~~The provision~~We ~~for~~are ~~income~~not ~~taxes~~prohibited isfrom ~~computed~~pursuing ~~using~~an ~~the~~initial ~~asset~~EV Business ~~and~~acquisition ~~liability~~with ~~method,~~a ~~under~~company ~~which~~that ~~deferred~~is ~~tax~~affiliated ~~assets~~with ~~and~~our ~~liabilities~~sponsor, ~~are~~officers ~~recognized for~~or directors. In the ~~expected~~event ~~future~~we ~~tax~~seek ~~consequences~~to ofcomplete ~~temporary~~our ~~differences~~initial EV ~~between~~Business ~~the~~acquisition ~~financial~~with ~~reporting~~a ~~and~~company ~~tax~~that ~~bases~~is ofaffiliated ~~assets~~with ~~and~~our ~~liabilities, and~~officers ~~for~~or ~~operating~~directors, ~~losses~~we, ~~and~~or ~~tax~~a ~~credit~~committee ~~carry-forwards.~~of ~~Deferred~~independent ~~tax~~directors, will ~~assets~~obtain ~~and~~an ~~liabilities~~opinion ~~are~~from ~~measured~~an ~~using~~independent ~~the~~investment ~~currently~~banking ~~enacted tax~~firm ~~rates~~or ~~that~~another ~~apply~~independent tofirm ~~taxable~~that ~~income~~commonly inrenders ~~effect~~valuation opinions for the ~~years~~type inof ~~which~~company ~~those~~we ~~tax assets~~ are ~~expected~~seeking to beacquire ~~realized~~ or ~~settled.~~an Weindependent ~~record a~~accounting ~~valuation~~firm ~~allowance~~that toour ~~reduce~~initial ~~deferred~~EV ~~tax~~Business ~~assets~~acquisition ~~to the amount that~~ is ~~believed~~fair ~~more~~to our ~~likely~~company ~~than~~from ~~not~~a tofinancial bepoint ~~realized~~of view.

~~Loss~~Unless we complete our initial EV Business acquisition ~~Contingencies~~with an affiliated entity, or our Board of Directors cannot independently determine the fair market value of the target EV Business or businesses, we are not required to obtain an opinion from an independent investment banking firm, another independent firm that commonly renders valuation opinions for the type of company we are seeking to acquire or from an independent accounting firm that the price we are paying for a target is fair to our company from a financial point of view. If no opinion is obtained, our shareholders will be relying on the business judgment of our Board of Directors, which will have significant discretion in choosing the standard used to establish the fair market value of the target or targets, and different methods of valuation may vary greatly in outcome from one another. Such standards used will be disclosed in our tender offer documents or proxy solicitation materials, as applicable, related to our initial EV Business acquisition.

~~Consistent with~~Members ~~ASC~~of ~~450-20-50-1C,~~our ifmanagement ~~the~~team ~~Company~~may ~~determines~~directly ~~that~~or ~~there~~indirectly own isour aordinary ~~reasonable~~shares ~~possibility~~and/or ~~that~~private aplacement ~~material~~warrants ~~loss~~following ~~may~~this ~~have~~offering, ~~been incurred~~and, or ~~is reasonably estimable~~accordingly, ~~regardless~~may ofhave ~~whether the Company accrued for such~~ a ~~loss~~conflict ~~(or any portion~~ of ~~that~~interest ~~loss), the Company will~~in ~~confer~~determining ~~with~~whether ~~its~~a ~~legal~~particular ~~counsel,~~target ~~consistent~~EV ~~with~~Business ~~ASC~~is ~~450.~~an Ifappropriate ~~the~~business ~~material~~with ~~loss~~which isto ~~determinable~~effectuate orour ~~reasonably~~initial ~~estimable,~~EV ~~the~~Business ~~Company will~~acquisition. ~~record~~Further, iteach inof ~~its~~our ~~accounts~~officers and asdirectors amay ~~liability~~have ona ~~the~~conflict ~~balance~~of ~~sheet.~~interest Ifwith ~~the~~respect ~~Company~~to ~~determines~~evaluating ~~that~~a ~~such~~particular anBusiness ~~estimate~~acquisition if ~~cannot be made,~~ the ~~Company’s~~ ~~policy~~retention isor toresignation ~~disclose a demonstration~~ of ~~its~~any ~~attempt~~such toofficers ~~estimate~~and ~~the~~directors ~~loss~~was orincluded ~~range~~by ofa ~~losses~~target ~~before~~EV ~~concluding~~Business ~~that~~as ~~an estimate~~a ~~cannot~~condition ~~be made, and~~ to ~~disclose~~any itagreement with inrespect ~~the notes~~ to ~~the~~our ~~financial~~initial ~~statements~~EV ~~under~~Business ~~Contingent Liabilities~~acquisition.

~~Net~~In the future any of our directors and our officers ~~Income~~may ~~(Loss)~~have ~~Per~~additional, ~~Common~~fiduciary ~~Share~~or contractual obligations to other entities pursuant to which such officer or director is or will be required to present acquisition opportunities to such entity. Accordingly, subject to his or her fiduciary duties, if any of our officers or directors becomes aware of an acquisition opportunity which is suitable for an entity to which he or she has then current fiduciary or contractual obligations, he or she will need to honor his or her fiduciary or contractual obligations to present such acquisition opportunity to such entity, and only present it to us if such entity rejects the opportunity. We do not believe, however, that any fiduciary duties or contractual obligations of our directors or officers would materially undermine our ability to complete our Business acquisition.

~~Basic net~~Plan ~~loss per common share (“EPS”) is computed by dividing loss available to common stockholders by the weighted-average number~~ of common shares outstanding for the period. Diluted earnings per share is computed by dividing net income by the weighted average shares outstanding, assuming all dilutive potential common shares were issued. Dilutive loss per share excludes all potential common shares if their effect is anti-dilutive.Operations

~~Except for~~While ~~the~~our ~~October~~major ~~29,~~focus ~~2019~~is to ~~transaction~~find, inacquire ~~which~~and ~~the~~manage ~~company~~an ~~sold~~EV ~~one~~business, ~~(1)~~our ~~Special~~real ~~2019~~estate ~~series~~portfolio Ais ~~preferred~~still ~~share~~alive ~~(one~~and ~~preferred~~must ~~share~~figure ~~is convertible~~in ~~150,000,000~~our ~~share~~plan of ~~common~~operation. ~~stocks)~~In the tonext ~~Community~~twelve ~~Economic~~months, ~~Development~~we ~~Capital~~plan ~~LLC,~~on nobuying ~~other~~rehabilitating ~~potentially~~and ~~dilutive~~selling ~~debt~~up ~~or equity~~to ~~instruments~~six ~~were~~properties ~~issued~~and oradding ~~outstanding~~the ~~during~~net ~~the~~proceeds ~~years~~obtained ~~ended~~from ~~December~~the sales ~~31,~~to ~~2023~~finance ~~and~~our ~~2022~~acquisition business plan.

~~Related~~The Company will continue ~~Party~~to ~~Transactions~~evaluate its projected expenditures relative to its available cash and to seek additional means of financing in order to satisfy the Company’s working capital and other cash requirements.

WeUpon completion of the acquisition ~~follow~~of ~~ASC~~an ~~subtopic~~Electric ~~850~~Vehicles manufacturer or doing a joint venture (JV) with Electric Vehicles businesses that source, design, develop, manufacture and distribute high-10performance, ~~“Related~~affordable ~~Party~~and ~~Transactions~~fully electric vehicles,” ~~for~~our ~~the~~strategy will ~~identification~~subsequently include distribution of ~~related~~the ~~parties~~electric vehicles and ~~disclosure~~related ofproduct ~~related~~lines ~~party~~to ~~transactions~~retailers and consumers across North America.

Pursuant to ASC 850-10-20, related parties include: a) affiliates of the Company; b) entities for which investments in their equity securities would be required, absent the election of the fair value option under the Fair Value Option Subsection of Section 825–10–15, to be accounted for by the equity method by the investing entity; c) trusts for the benefit of employees, such as pension and profit-sharing trusts that are managed by or under the trusteeship of management; d) principal owners of the Company; e) management of the Company; f) other parties with which the Company may deal if one party controls or can significantly influence the management or operating policies of the other to an extent that one of the transacting parties might be prevented from fully pursuing its own separate interests; and g) other parties that can significantly influence the management or operating policies of the transacting parties or that have an ownership interest in one of the transacting parties and can significantly influence the other to an extent that one or more of the transacting parties might be prevented from fully pursuing its own separate interests.57

58Critical Accounting Policies, Estimates and New Accounting Pronouncements

~~Material~~Management’s ~~related~~discussion ~~party~~and ~~transactions~~analysis ~~are~~of ~~required~~its tofinancial becondition ~~disclosed~~and inplan ~~the~~of ~~financial~~operations ~~statements,~~is ~~other~~based ~~than~~upon ~~compensation~~our ~~arrangements,~~financial ~~expense allowances~~statements, ~~and~~ ~~other~~which ~~similar~~have ~~items~~been prepared in ~~the~~accordance ~~ordinary~~with ~~course~~accounting ofprinciples ~~business.~~generally ~~However,~~accepted ~~disclosure~~in ofthe ~~transactions~~United ~~that~~States ~~are~~of ~~eliminated~~America. inThe ~~the~~ preparation of orthese ~~combined~~ financial statements requires isthat ~~not~~we ~~required~~make inestimates ~~those~~and ~~statements.~~judgments ~~The~~that ~~disclosures~~affect ~~shall include: a)~~ the ~~nature~~reported ofamounts ~~the relationship(s) involved; b) a description~~ of ~~the~~assets, ~~transactions~~liabilities, ~~including~~revenues ~~transactions~~and ~~to which no amounts or nominal amounts were ascribed~~expenses, ~~for~~and ~~each~~related disclosure of ~~the~~contingent ~~periods~~assets ~~for~~and ~~which~~liabilities. ~~statements~~At ofeach ~~operation~~balance ~~are~~sheet ~~presented~~date, ~~and~~management ~~such~~evaluates ~~other~~its ~~information~~estimates. ~~deemed~~We ~~necessary~~base toour ~~an understanding of the~~estimates ~~effects~~on ofhistorical ~~the~~experience ~~transactions~~and on ~~the~~various ~~financial~~other ~~statements;~~assumptions c)that ~~the~~are ~~dollar~~believed ~~amounts~~to ofbe ~~transactions~~reasonable ~~for~~under ~~each of~~ the ~~periods~~circumstances. ~~for~~Actual ~~which~~results ~~statements~~may ofdiffer ~~operations~~from ~~are~~these ~~presented~~estimates ~~and~~under ~~the~~different ~~effects~~assumptions ofor ~~any~~conditions. ~~change~~The inestimates ~~the~~and ~~method~~critical ofaccounting ~~establishing~~policies ~~the terms from~~ that ~~used~~are most important in ~~the~~fully ~~preceding~~understanding ~~period;~~ and d)evaluating ~~amounts~~our ~~due~~financial ~~from~~condition orand toresults ~~related parties as~~ of ~~the~~operations ~~date~~include ofthose ~~each~~stated ~~balance~~in ~~sheet~~our ~~presented~~financial statements and, ifthose ~~not~~listed ~~otherwise apparent, the terms and manner of settlement.~~below:

~~A related~~Going party is generally defined as (i) any person that holds 10% or more of our membership interests including such person’s immediate families, (ii) our management, (iii) someone that directly or indirectly controls, is controlled by or is under common control with us, or (iv) anyone who can significantly influence our financial and operating decisions. A transaction is considered to be a related party transaction when there is a transfer of resources or obligations between related parties. Concern

~~Results~~The accompanying financial statements have been prepared assuming that the Company will continue as a going concern. As shown in the accompanying financial statements, we had zero cash flows from operations for the twelve months ended December 31, 2024 and 2023 These conditions raise substantial doubt as to our ability to continue as a going concern. The financial statements do not include any adjustments that might be necessary if we are unable to continue as a going concern. Management intends to finance these deficits by making additional shareholder notes and seeking additional outside financing through either debt or sales of ~~Operations~~its Common Stock.

~~Comparison of~~Recently ~~Fiscal~~Adopted ~~Years 2023 and 2022~~Accounting Standards

~~Revenues~~In February 2016, the FASB —issued WeASU ~~are~~2016-02, ~~generating~~“Leases” ~~substantially~~that ~~all~~requires ~~our~~for ~~revenue~~leases ~~from~~longer ~~entrepreneurship~~than ~~development~~one ~~initiative~~year, ~~principal~~a ~~transactions~~ lessee to recognize in ~~proprietary~~the ~~trading~~statement ~~operation~~of financial condition a right·of·use asset, ~~and~~representing ~~interest~~the ~~accrual~~right onto ~~EDI~~use ~~Notes.~~the ~~For~~underlying asset for the ~~year~~lease ~~ended~~term, ~~December~~and 31a lease liability, representing ~~2023~~the liability to make lease payments. The accounting update also requires that for finance leases, ~~revenue~~a ~~from~~lessee ~~entrepreneurship~~recognize interest ~~development~~expense ~~initiative~~on ~~was~~the $1lease liability,~~416,785,~~ ~~net~~separately ~~revenue~~ from ~~principal~~the ~~transactions~~amortization ~~was~~of ~~$(848,922),~~the ~~and~~right-of-use ~~EDI~~asset ~~interest~~in ~~revenue~~the statements of ~~$96~~earnings,~~750~~ while for operating ~~total~~leases, ~~revenue~~such ofamounts ~~$664~~should be recognized as a combined expense. In addition,~~613~~ this accounting update requires expanded disclosures about the nature and terms of lease agreements. ~~Compared~~The Company has reviewed the new standard and does not expect it to ~~total~~have ~~revenue~~a material impact to the statement of ~~$3,866,539~~financial ~~for~~condition ~~the~~or ~~year~~its ~~ended~~net ~~December~~capital. ~~31,~~The ~~2022~~adoption of this guidance resulted in no significant impact to our results of operations or cash flows.

~~Operating Expenses~~Revenue — Operating expense was $379,844 and $1,735,003 for the years ended December 31, 2023 and 2022 respectively. Operating expense consists of costs related to the establishment of corporate governance; and costs associated with our plans and preparations for a future potential merger or capital raise. These expenses also include the costs of conducting market research, attending and/or participating in industry conferences and seminars, business development activities, and professional fees, other general business outside consulting activities. Operating expense also includes travel costs, for third-party consultants, legal and accounting fees and other professional and administrative costs.Recognition

~~Net~~The ~~Income~~Company recognizes revenue in accordance with the Financial Accounting Standards Board (~~Loss~~“FASB”) —Accounting ~~Net~~Standards ~~Income~~Codification (“ASC”) ~~for~~606, Revenue from Contracts with Customers, which requires that five basic steps be followed to recognize revenue: (1) a legally enforceable contract that meets criteria standards as to composition and substance is identified; (2) performance obligations relating to provision of goods or services to the ~~year~~customer ~~ended~~are ~~December~~identified; 31(3) the transaction price, ~~2023~~with ~~was~~consideration ~~$496~~given to any variable,~~026~~ ~~compared~~noncash, or other relevant consideration, is determined; (4) the transaction price is allocated to ~~Net~~the ~~Income~~performance obligations; and (5) revenue is recognized when control of ~~$767~~goods or services is transferred to the customer with consideration given,~~121~~ ~~for~~whether that control happens over time or not. Determination of criteria (3) and (4) are based on our management’s judgments regarding the fixed ~~year~~nature ~~ended~~of ~~December~~the 31selling prices of the products and services delivered and the collectability of those amounts. The adoption of ASC 606 did not result in a change to the accounting for any of the in-scope revenue streams; as such, ~~2022~~no cumulative effect adjustment was recorded.

~~Accumulated Deficit – As at December 31, 2023, we have accumulated deficit of $15,898,383 compared to accumulated deficit of $16,394,409 as at December 31, 2022.~~58

59The Company generates revenue primarily from: (1) the sale of homes/properties; (2) commissions and fees charged on each real estate services transaction closed by our lead agents or partner agents; (3) principal transactions from sales of trading securities, less original purchase cost; and (4)Entrepreneurship Development Initiative Revenue. Principal transaction is net trading revenues consisting primarily of revenues from trading securities earned upon completion of trade, net of any trading fees. A trading is completed when earned and recognized at a point in time, on a trade-date basis, as the Company executes trades. The Company records trading revenue on a net basis, trading sales less original purchase cost. Net realized gains and losses from securities transactions are determined for federal income tax and financial reporting purposes on the first-in, first-out method and represent proceeds on disposition of investments less the cost basis of investments. Sale of real estate properties are recognized at the sales price/amount and the total cost (including cost of rehabilitation) associated with the property acquisition and rehabilitation are classified in Cost of Goods Sold (COGS).

~~Liquidity~~Entrepreneurship ~~and~~Development ~~Capital~~Initiative ~~Resources~~Revenue:

~~Cash~~Alpharidge Capital LLC, an operating subsidiary of the Company operates an Entrepreneurship Development Initiative through which it acquires abandoned shell companies that are listed on the OTC expert market with the goal of cleaning them up and ~~Cash~~deploying ~~Equivalent~~them –into the capital markets for possible merger/acquisition to small businesses that are looking for vehicles to help boost their businesses and create jobs for their family and friends. Alpharidge’s process flows as follows: (1) The acquisition of control of abandoned shell/pubco through cash-purchase of custodianship process. All shells/pubcos acquired are held in the name of Alpharidge or one of its affiliates; (2) Alpharidge cleanse and revives the shell/pubcos; (3) Alpharidge issues control-block-shares of the pubco to CED Capital an affiliate company, to hold in trust for Alpharidge. (4) CED sells the control-block-shares of the pubco to buyers in exchange for cash or notes. The cash component goes to Alpharidge immediately, while the note is simultaneously assigned to Alpharidge; and (5) Alpharidge releases control of the pubco to the new buyer and recognize the revenue from the sale done on its behalf by CED Capital. As at December 31, 2024 the Company recognized zero in Entrepreneurship Development Initiative (“EDI”) revenue compared to similar period of 2023, wewhen ~~had~~the Company recognized EDI revenue of $71,~~009~~513,535. ~~cash~~The onlack of ~~hand~~EDI ~~compared~~revenue for 2024 was solely related to ~~$64~~the sale of our main subsidiary,~~579~~ inAlpharidge ~~cash~~Capital asLLC aton ~~December~~January 3112, ~~2022~~2024.

~~Other~~Accounting for the initial ~~Current~~acquisition ~~Assets~~of –the ~~Inventory~~shells ~~and~~through ~~Receivables~~custodianship -processes Asor atb ~~December~~direct 31acquisition from other owners, ~~2023~~Alpharidge capitalizes all identifiable funds advanced to each shell to pay for its nominal activities including monthly Transfer Agent’s fees, weannual ~~had~~state $2charter dues,~~569~~ OTCIQ inaccess ~~account~~fees, legal, accounting, reporting and publication cost. Each cost is accumulated under the related asset as long-term receivable from ~~compared~~that entity. It is classified as long-term receivable because it is only paid off when the shell is sold to prospective entrepreneurs. ~~$143~~Upon sale,~~198~~ the sale price is recognized as atEDI ~~December~~revenue ~~31,~~while ~~2022~~the accumulated receivable is expensed as EDI Cost of Sales.

~~Related parties~~Income ~~liabilities - As at December 31, 2023, we had $326,584 balance from advances from related compared to $419,979 as at December 31, 2022.~~Taxes

~~Liquidity~~The provision for income taxes is computed using the asset and ~~Capital~~liability ~~Resources~~method, under which deferred tax assets and liabilities are recognized for the expected future tax consequences of temporary differences between the financial reporting and tax bases of assets and liabilities, and for operating losses and tax credit carry-forwards. Deferred tax assets and liabilities are measured using the currently enacted tax rates that apply to taxable income in effect for the years in which those tax assets are expected to be realized or settled. We record a valuation allowance to reduce deferred tax assets to the amount that is believed more likely than not to be realized.

~~As at~~Loss December 31, 2023, we had $7,009 cash on hand compared to $64,579 in cash as at December 31, 2022. We anticipate that our cash position is sufficient to fund current operations. We believe that our capital resources, including cash on hand, cash generated from operations, and available capacity on our credit facility, is not sufficient liquidity to meet our strategic objectives, maintain current operations and execute the capital program for the next 12 months and beyond. We would need to raise capital or borrow fund to finance our operations in the near future. In accordance with our investment policy, available cash balances are held in our primary cash management banks or tradable securities for short-term liquidity. We believe that our current financial position provides us the flexibility to respond to both internal growth opportunities and those available through acquisitions.Contingencies

~~Since~~Consistent ~~2019,~~with ~~most~~ASC of450-20-50-1C, ~~our~~if ~~operations~~the ~~have~~Company ~~been~~determines ~~financed~~that ~~through~~there ~~advances~~is ~~from~~ a ~~company~~reasonable ~~controlled~~possibility bythat ~~our~~a ~~president~~material ~~and~~loss ~~CEO.~~may Ashave ofbeen ~~December 31~~incurred, or ~~2023~~is reasonably estimable, regardless of whether the ~~company~~Company ~~controlled~~accrued byfor ~~our~~such ~~president~~a ~~and~~loss ~~CEO~~(or ~~has~~any ~~loaned~~portion ~~operating~~of ~~capital~~that loss), ~~pursuant~~the toCompany awill ~~Line~~confer with ofits ~~Credit~~legal ~~Agreements~~counsel, toconsistent ~~advance or~~with ~~loan~~ASC ~~any~~450. ~~additional~~If ~~funds~~the tomaterial usloss inis determinable or reasonably estimable, the ~~future.~~Company Wewill ~~have~~record it ~~not~~in ~~yet~~its ~~achieved~~accounts ~~significant~~and ~~profitability.~~as Wea ~~expect~~liability ~~that~~on ~~our~~the ~~general~~balance ~~and administrative~~sheet. ~~expenses~~If ~~will~~the ~~continue~~Company todetermines ~~increase~~that ~~and,~~such asan aestimate ~~result~~cannot be made, wethe ~~will~~Company’s policy ~~need~~is to ~~generate~~disclose ~~significant~~a ~~revenues~~demonstration of its attempt to ~~achieve~~estimate ~~significant profitability.~~the Weloss ~~may~~or ~~never~~range ~~achieve~~of ~~significant~~losses ~~profitability.~~before ~~Future~~concluding ~~financing~~that ofan ~~our~~estimate ~~operation~~cannot be ~~depends~~made, ~~largely~~and onto ~~our~~disclose ~~controlling~~it ~~shareholder, Mr.~~in ~~Igwealor,~~the ~~advancing~~notes ~~most~~to orthe ~~all~~financial ofstatements ~~our~~under ~~operating~~Contingent ~~budget~~Liabilities.

We will now be obligated to file annual, quarterly and current reports with the SEC pursuant to the Exchange Act. In addition, the Sarbanes-Oxley Act of 2002 (“Sarbanes-Oxley”) and the rules subsequently implemented by the SEC and the Public Company Accounting Oversight Board have imposed various requirements on public companies, including requiring changes in corporate governance practices. We expect these rules and regulations to increase our legal and financial compliance costs and to make some activities of ours more time- consuming and costly. In order to meet the needs to comply with the requirements of the Securities Exchange Act, we will need investment of capital.59

~~Management has~~Net ~~determined~~Income ~~that~~(Loss) ~~additional~~Per ~~capital~~Common will be required in the form of equity or debt securities. There is no assurance that management will be able to raise capital on terms acceptable to the Company. If we are unable to obtain sufficient amounts of additional capital, we may have to cease filing the required reports and cease operations completely. If we obtain additional funds by selling any of our equity securities or by issuing common stock to pay current or future obligations, the percentage ownership of our shareholders will be reduced, shareholders may experience additional dilution, or the equity securities may have rights preferences or privileges senior to the common stock.Share

~~Off~~Basic net loss per common share (“EPS”) is computed by dividing loss available to common stockholders by the weighted-~~Balance~~average number ~~Sheet~~of ~~Arrangements~~common shares outstanding for the period. Diluted earnings per share is computed by dividing net income by the weighted average shares outstanding, assuming all dilutive potential common shares were issued. Dilutive loss per share excludes all potential common shares if their effect is anti-dilutive.

AsExcept offor ~~December~~the ~~31,~~October ~~2023~~29, we2019 ~~did~~transaction ~~not~~in ~~engage~~which inthe ~~any~~company ~~off-balance~~sold ~~sheet~~one ~~arrangements~~(1) asSpecial ~~defined~~2019 inseries ~~Item~~A ~~303~~preferred share (~~a)(4)~~one preferred share is convertible 150,000,000 share of ~~Regulation~~common ~~S-K~~stocks) ~~promulgated~~to Community Economic Development Capital LLC, no other potentially dilutive debt or equity instruments bywere ~~the~~issued ~~SEC~~or ~~under~~outstanding during the ~~Securities~~years ~~Exchange~~ended ~~Act~~December of31, ~~1934~~2024 and 2023.

60Related Party Transactions

~~Contractual~~We ~~Obligations~~follow ASC subtopic 850-10, “Related Party Transactions,” for the identification of related parties and disclosure of related party transactions.

~~Not~~Pursuant ~~applicable~~to ASC 850-10-20, related parties include: a) affiliates of the Company; b) entities for which investments in their equity securities would be required, absent the election of the fair value option under the Fair Value Option Subsection of Section 825–10–15, to be accounted for by the equity method by the investing entity; c) trusts for the benefit of employees, such as pension and profit-sharing trusts that are managed by or under the trusteeship of management; d) principal owners of the Company; e) management of the Company; f) other parties with which the Company may deal if one party controls or can significantly influence the management or operating policies of the other to an extent that one of the transacting parties might be prevented from fully pursuing its own separate interests; and g) other parties that can significantly influence the management or operating policies of the transacting parties or that have an ownership interest in one of the transacting parties and can significantly influence the other to an extent that one or more of the transacting parties might be prevented from fully pursuing its own separate interests.

~~Plan~~Material related party transactions are required to be disclosed in the financial statements, other than compensation arrangements, expense allowances, and other similar items in the ordinary course of ~~Operation~~business. ~~for~~However, disclosure of transactions that are eliminated in the ~~Next~~preparation of ~~Twelve~~or combined financial statements is not required in those statements. The disclosures shall include: a) the nature of the relationship(12s) involved; ~~Months~~b) a description of the transactions, including transactions to which no amounts or nominal amounts were ascribed, for each of the periods for which statements of operation are presented, and such other information deemed necessary to an understanding of the effects of the transactions on the financial statements; c) the dollar amounts of transactions for each of the periods for which statements of operations are presented and the effects of any change in the method of establishing the terms from that used in the preceding period; and d) amounts due from or to related parties as of the date of each balance sheet presented and, if not otherwise apparent, the terms and manner of settlement.

~~While~~A ~~our~~related ~~major~~party ~~focus~~ is togenerally ~~find,~~defined ~~acquire~~as ~~and~~(i) ~~manage~~any ~~EV,~~person ~~Ai,~~that ~~Robotics,~~holds ~~and/~~10% or ~~Machine~~more ~~Learning~~of ~~businesses,~~ our ~~real~~membership ~~estate~~interests ~~portfolio~~including issuch ~~still~~person’s ~~alive~~immediate ~~and~~families, ~~must~~(ii) ~~figure in~~ our ~~plan~~management, of(iii) ~~operation.~~someone Inthat ~~the~~directly ~~next~~or ~~twelve~~indirectly ~~months~~controls, weis ~~plan~~controlled onby ~~buying~~or ~~rehabilitating~~is under common control ~~and~~with ~~selling~~us, ~~four~~or to(iv) ~~six~~anyone ~~properties~~who ~~and~~can ~~adding~~significantly ~~the~~influence ~~net~~our ~~proceeds~~financial ~~obtained~~and ~~from~~operating ~~the~~decisions. ~~sales~~A totransaction ~~the~~is considered to ~~finance~~be ~~our~~a ~~electric~~related party ~~vehicles~~transaction ~~business plan~~when there is a transfer of resources or obligations between related parties.

~~The~~From ~~Company~~the ~~will~~time ~~continue~~of tochange ~~evaluate its projected expenditures relative to its available cash and to seek additional means~~ of ~~financing~~ control in ~~order~~2019 to ~~satisfy~~date, the Company’s ~~working~~has ~~capital~~recorded ~~and~~the ~~other~~following ~~cash~~related ~~requirements.~~parties transactions:

~~NIHK currently own zero real property in Los Angeles County.~~60

~~Using the~~The ~~real~~Company ~~properties~~had ~~as collateral, we believe that we could always obtain~~ the ~~capital~~following ~~needed~~related toparty complete the rehabilitation of these three properties. Although there is no assurance that we would be able to put the three properties to good use such as renting them our to tenants. If we are unable to put them to productive use, we would be forced to sell them and use the money generated from the sales to pay off the loans used to acquire them.transactions:

~~To effectively~~● ~~fund~~Line ~~our~~of credit - On May 5, 2020, the Company entered into a line of credit agreement in the amount of $1,500,000 with Los Angeles Community Capital, which is controlled by Frank I. Igwealor, Chief Executive Officer of the Company. The maturity date of the line of credit is May 4, 2025. The line of credit bears interest at 0% per annum and interest and unpaid principal balance is payable on the maturity date. The Company has drawn $43,849 from the line of credit as of December 31, 2024. ● Long-term liabilities – Effective December 31, 2020, Alpharidge entered a proprietary model licensing agreement, pursuant to which it would pay certain percent of such revenue generated by designated activities to LACC. As at December 30, 2021, pursuant to the agreement, the Alpharidge had accrued a total of $4,747,906 long-term liability payable to LACC. Combined with the outstanding balance of the LOC of $588,859, Alpharidge’s total liabilities to LACC as at December 30, 2021 was about $5.3 million. The business ~~plan~~purpose of this agreement was to expand Alpharidge’s revenue generation through profit sharing models. ● Long term Notes Receivable – On October 12, we2021, ~~must~~Alpharidge ~~raise~~made ~~additional~~a long-term loan to CED Capital in the total amount of $200,000 for working capital to cover operating expenses and down-payments for real estate purchases. ~~But~~The ~~there~~business ~~can~~purpose beof nothis ~~assurance~~Loan ~~that~~was weto ~~will~~provide CED Capital with “Intercompany” working capital with 0% interest cost. ● Mortgage Note – On or around November 12, 2021, Alpharidge made a Mortgage Loan of $2.2 million to Frank and Patience Igwealor to purchase the real estate property located at Playa Del Rey, California. The mortgage was secured by a lien on the property whose total purchase price was $2.4 million. The mortgage’s 5% interest rate was appealing to Alpharidge since it was significantly above the prevailing fixed mortgage rate of 3.10% on November 18, 2021. Had the Igwealors secured their mortgage from a traditional financial institution at 3.10%, Alpharidge would have forfeited a lucrative business prospect. Not amortizing the principal and deferring interest payments until the loan matures was a standard practice for Alpharidge. Without exception, all loans in Alpharidge’s portfolio throughout 2022 and 2023 included deferred interest features. Calculating the compound interest on a 5% mortgage over a 10-year term, the total return would be ~~able~~$1.4 million, yielding a 64% return on investment, secured by the very property the loan financed. By accepting the mortgage, Mr. Igwealor facilitated Alpharidge’s long-term investment in real estate, acting as a testament to ~~raise~~his generous support for the ~~capital~~ ~~necessary~~company. Since selling Alpharidge to ~~acquire~~GMPW on 12/31/2019 for $1, ~~own~~Mr. Igwealor has been the sole source of capital Alpharidge’s operational funding via Igwealor’s personal resources and through companies he controls. Alpharidge has not raised any capital from public offerings or ~~hold~~third-party ~~these~~investors. ~~specialized~~The business purpose of this Mortgage was to build long-term capital preservation and sustainable growth through real ~~properties~~estate and mortgage holdings. ~~Moreover~~● On December 30, ~~there~~2021, ~~can~~GMPW berepurchased noback ~~assurance~~from KDCE, the 1,000,000 GMPW preferred share, which controls 87% voting block of GMPW, held by Kid Castle Educational Corporation, a subsidiary of Video River Networks, Inc., in exchange for one of GMPW’s subsidiaries, Alpharidge Capital LLC (“Alpharidge”), which effectively became an operating subsidiary of KDCE. The consolidated financial statements of the Company do not include Alpharidge. All of the entities involved in this transactions were controlled by our officers and directors. In late 2021, the decision to simplify the company’s financials by divesting the complex balance sheet of Alpharidge was made, following advice from an OTC Markets Consultant. The sale of Alpharidge was a transaction between two public company that wepreviously ~~will~~had beparent ~~able~~ -subsidiary relationship. The subsidiary (GMPW) decided to ~~raise~~spin-off one of its operating units to the ~~capital~~parent ~~necessary~~(KDCE) in exchange for freedom from the parent-subsidiary relationship. The recommendation was to ~~execute~~streamline ~~our~~the ~~business~~balance ~~plan~~sheet to improve the chances of getting the “Caveat Emptor” tag removed from GMPW, as requested in a submission to FINRA. When Igwealor gained control of GMPW in 2019, it was already marked with this cautionary tag. After transitioning GMPW to SEC reporting, Igwealor sought its removal, and ~~also~~was awaiting a favorable response. The sale of Alpharidge was strategically executed to ~~acquire~~simplify the balance sheet, ~~own~~aligning orwith ~~hold~~the ~~specialized~~consultant’s ~~real~~projection ~~properties~~for attracting a favorable decision from FINRA. This strategy paid off when the removal of the Caveat Emptor tag was confirmed on May 12, 2023, fulfilling the primary objective of the sale. ● Sold Alpharidge Capital LLC : On January 12, 2024, due to the company’s need to simplify its balance sheet in order to approach the regulators to remove the Caveat Emptor tag from the company’s OTC Market profile, the company sold Alpharidge Capital LLC, its main operating subsidiary to American Community Capital, LP., a California limited partnership controlled by our President and CEO Mr. Frank I Igwealor, in exchange for cash payment of $ 1,560,992 payable in two hundred and forty (240) equal monthly payments of $6510, beginning on July 1, 2024. As at the time of confirmation of the transaction, the combined average market capitalization of NIHK and KDCE was $1,086,677 ($729,482 for NIHK, and $357,195 for KDCE), showing the FAIR MARKET value of the two parents of Alpharidge to have a combined market value of $1,086,677.

Our operations will be conducted on five platforms comprising of: (1) specialized real properties; and (2) affordable housing real estate operation. Within the next twelve months, we intend to use income generated from our three properties to hire employees that would help us to raise capital to build our company.61

~~We intend~~Results toof ~~implement the following tasks within the next twelve months:~~Operations

1.Comparison of ~~Month~~Fiscal ~~1-3:~~Years ~~Phase~~2024 ~~1 (1-3 months in duration; purchase~~ and ~~rehabilitation of three properties and put them to good use)~~2023

a.Our ~~Identify~~financial 3statements ~~properties~~are toprepared ~~acquire~~using b.accounting principles ~~Sign~~generally ~~purchase~~accepted ~~agreement~~in ~~with~~ the ~~sellers~~United States of ~~the~~America 3applicable ~~properties~~to ~~identified~~a ~~above;~~going c.concern, ~~Acquire~~which ~~and~~contemplates ~~consolidate~~the realization of assets and the ~~revenue~~liquidation ~~from~~of ~~those~~liabilities 3in ~~properties~~the normal course of business.

2.Revenues ~~Month~~— ~~3-6~~We ~~Phase~~used 2to ~~(1-3~~generate substantially ~~months~~all our revenue from entrepreneurship development initiative, principal transactions in ~~duration;~~proprietary ~~cost~~trading ~~control~~operation, ~~process~~and interest ~~improvements~~accrual on EDI Notes. For the year ended December 31, ~~admin~~2024, &we ~~mngt~~generated zero revenue from entrepreneurship development initiative, principal transactions, and EDI interest revenue. Compared to revenue from entrepreneurship development initiative was $1,416,785, net revenue from principal transactions was $(848,922), and EDI interest revenue of $96,750 for total revenue of $664,613 for the year ended December 31, 2023.

a.Operating ~~Integrate~~Expenses — ~~acquired~~Operating ~~properties~~expense ~~into~~was ~~NIHK’s~~$99,239 ~~model~~and –$379,844 ~~consolidate~~ for the ~~management~~years ended December 31, 2024 and 2023 respectively. Operating expense consists of ~~the~~costs ~~properties~~related ~~including~~to ~~integration~~the establishment of ~~their~~corporate governance; ~~accounting~~and costs associated with our plans and ~~finance~~preparations ~~systems,~~for ~~synchronization~~a offuture ~~their~~potential ~~operating~~merger ~~systems,~~or ~~and~~capital ~~harmonization~~raise. These expenses also include the costs of ~~their~~conducting ~~human~~market ~~resources~~research, ~~functions.~~attending b.and/or ~~Complete~~participating in industry conferences and ~~file~~seminars, ~~quarterly~~business ~~reports~~development activities, and professional fees, other ~~required~~general ~~filings~~business outside consulting activities. Operating expense also includes travel costs, for ~~the~~third-party consultants, ~~quarter~~legal and accounting fees and other professional and administrative costs.

3.Net ~~Month~~Income ~~6-9:~~(Loss) ~~Phase~~— Net 3Income ~~(1-3~~for ~~months~~the inyear ~~duration;~~ended December 31, 2024 was $51,462,828 ~~million~~compared into ~~estimated~~Net ~~fund~~Income ~~receipt~~of ~~from~~$496,026 ~~loan~~for orthe ~~equity)~~year ended December 31, 2023.

a.Accumulated ~~Identify~~Deficit ~~and~~– As ~~acquire~~at 4December ~~specialized~~31, ~~properties~~2024, ~~that~~we ~~are~~have ~~complementary/similar~~accumulated ~~properties~~deficit orof ~~assets~~$17,928,164 incompared ~~the~~to ~~target~~accumulated ~~market~~deficit of $15,898,383 as at December 31, 2023.

61Liquidity and Capital Resources

4.Cash ~~Month~~and ~~9-12:~~Cash ~~Phase~~Equivalent 4– ~~(1-3~~As ~~months~~at ~~duration;~~December 31, ~~use~~2024, ~~acquired~~we ~~businesses’~~had ~~free~~$23,215 cash ~~flow~~on ~~for~~hand ~~more~~compared ~~acquisitions)~~to $7,009 in cash as at December 31, 2023.

	a.	Run the businesses efficiently, giving employees a conducive and friendly workplace and add value to investors and shareholders by identifying and reducing excesses and also identifying and executing growth strategies
	b.	Acquire 4 more properties especially in regions where RE is at or below their book-value.

Other Current Assets – Installment Receivable (Current Portion) - As at December 31, 2024, we had $78,120 in other receivable compared to $0.00 as at December 31, 2023.

5.Related ~~Operating~~parties ~~expenses~~liabilities - ~~during~~As ~~the~~at ~~twelve~~December ~~months~~31, ~~would~~2024, bewe had $77,899 balance from advances from related compared to $326,584 as ~~follows:~~at December 31, 2023.

	a.	For the six months through June 30, 2024, we anticipate to incur general and other operating expenses of $238,000.
	b.	For the six months through December 31, 2024 we anticipate to incur additional general and other operating expenses of $328,000.

~~As noted~~Liquidity above, the execution of our current plan of operations requires us to raise significant additional capital immediately. If we are successful in raising capital through the sale of shares offered for sale in this Filing we believe that the Company will have sufficient cash resources to fund its plan of operations for the next twelve months. If we are unable to do so, our ability to continue as a going concern will be in jeopardy, likely causing us to curtail and ~~possibly~~Capital ~~cease operations.~~Resources

~~We continually~~As ~~evaluate~~at ~~our~~December ~~plan~~31, of2024, ~~operations~~we ~~discussed~~had ~~above~~$23,215 tocash ~~determine~~on ~~the~~hand compared ~~manner~~to $7,009 in ~~which~~cash weas ~~can~~at ~~most~~December ~~effectively~~31, ~~utilize our limited cash resources~~2023. ~~The~~We ~~timing~~anticipate ofthat ~~completion~~our ofcash ~~any~~position ~~aspect~~is ofsufficient ~~our~~to ~~plan~~fund ofcurrent operations. isWe believe ~~highly~~that ~~dependent~~our ~~upon~~capital ~~the~~resources, ~~availability~~including of cash ~~to implement~~on ~~that~~hand, ~~aspect~~cash ofgenerated ~~the~~from ~~plan~~operations, and ~~other~~available ~~factors~~capacity ~~beyond~~on our ~~control.~~credit ~~There~~ facility, is nonot ~~assurance~~sufficient ~~that~~liquidity weto ~~will~~meet ~~successfully~~our ~~obtain~~strategic ~~the required capital or revenues~~objectives, ~~or,~~maintain ifcurrent ~~obtained,~~operations ~~that~~and execute the ~~amounts~~capital ~~will~~program befor ~~sufficient~~the tonext 12 ~~fund~~months ~~our~~and ~~ongoing operations~~beyond. ~~The~~We ~~inability~~would need to ~~secure~~raise ~~additional~~ capital ~~would~~or ~~have~~borrow afund ~~material~~to ~~adverse~~finance ~~effect~~our onoperations ~~us,~~in ~~including~~ the ~~possibility~~near ~~that~~future. weIn ~~would~~accordance ~~have~~with toour investment ~~sell~~policy, oravailable ~~forego~~cash abalances ~~portion~~are orheld ~~all~~in of our ~~assets~~primary cash management banks or ~~cease~~tradable ~~operations.~~securities Iffor weshort-term ~~discontinue~~liquidity. We believe that our ~~operations,~~current wefinancial ~~will~~position ~~not~~provides ~~have~~us ~~sufficient~~the ~~funds~~flexibility to ~~pay~~respond ~~any~~to ~~amounts~~both tointernal ~~our~~growth ~~stockholders~~opportunities and those available through acquisitions.

~~Because our~~Since ~~working~~2019, ~~capital~~most ~~requirements~~of ~~depend~~our ~~upon~~operations ~~numerous~~have ~~factors~~been ~~there~~financed through ~~can~~advances befrom noa ~~assurance~~company ~~that~~controlled by our ~~current~~president ~~cash~~and ~~resources~~CEO. ~~will~~As beof ~~sufficient to~~December ~~fund~~31, ~~our~~2024, ~~operations.~~the Atcompany ~~present,~~controlled weby ~~have~~our nopresident and ~~committed~~CEO ~~external~~has ~~sources~~loaned ofoperating capital, ~~and~~pursuant doto ~~not~~a ~~expect~~Line of Credit Agreements to advance or loan any ~~significant~~additional ~~product~~funds ~~revenues for~~to ~~the~~us ~~foreseeable~~in the future. We ~~Thus,~~have wenot ~~will~~yet ~~require~~achieved ~~immediate~~significant ~~additional~~profitability. ~~financing~~We toexpect ~~fund~~that ~~future~~our ~~operations.~~general ~~There~~and ~~can~~administrative beexpenses nowill ~~assurance~~continue to increase and, ~~however,~~as ~~that~~a result, we will beneed ~~able~~to generate significant revenues to ~~obtain~~achieve ~~funds~~significant profitability. We may never achieve significant profitability. Future financing of our operation depends largely on ~~acceptable~~our ~~terms~~controlling shareholder, ifMr. atIgwealor, advancing most or all of our operating budget.

~~ITEM~~We will now be obligated to file annual, quarterly 7Aand current reports with the SEC pursuant to the Exchange Act. ~~QUANTITATIVE~~In ~~AND~~addition, ~~QUALITATIVE~~the ~~DISCLOSURES~~Sarbanes-Oxley ~~ABOUT~~Act ~~MARKET~~of ~~RISK~~2002 (“Sarbanes-Oxley”) and the rules subsequently implemented by the SEC and the Public Company Accounting Oversight Board have imposed various requirements on public companies, including requiring changes in corporate governance practices. We expect these rules and regulations to increase our legal and financial compliance costs and to make some activities of ours more time- consuming and costly. In order to meet the needs to comply with the requirements of the Securities Exchange Act, we will need investment of capital.

~~We are~~Management ~~exposed~~has todetermined ~~market~~that ~~risk,~~additional ~~including~~capital will ~~changes~~be required in ~~certain~~the ~~interest~~form ~~rates~~of equity or debt securities. ~~All~~There ofis ~~these~~no ~~market~~assurance ~~risks~~that ~~arise~~management inwill be able to raise capital on terms acceptable to the ~~normal~~Company. ~~course~~If we are unable to obtain sufficient amounts of ~~business~~additional capital, as we domay ~~not~~have ~~engage~~to incease ~~speculative~~filing ~~trading~~the ~~activities~~required reports and cease operations completely. WeIf ~~have~~we ~~not~~obtain ~~entered~~additional ~~into~~funds ~~derivative~~by selling any of our equity securities or ~~hedging~~by ~~transactions~~issuing common stock to ~~manage~~pay ~~risk~~current inor future obligations, the percentage ownership of our shareholders will be reduced, shareholders may experience additional ~~connection~~dilution, ~~with~~or ~~such~~the ~~fluctuations~~equity securities may have rights preferences or privileges senior to the common stock.

~~This analysis~~Off-Balance ~~does~~Sheet ~~not take into consideration the effect of changes in the level of overall economic activity on interest rate fluctuations.~~Arrangements

~~ITEM~~As 8.of ~~FINANCIAL~~December ~~STATEMENTS~~31, ~~AND~~2024, ~~SUPPLEMENTARY~~we ~~DATA~~did not engage in any off-balance sheet arrangements as defined in Item 303(a)(4) of Regulation S-K promulgated by the SEC under the Securities Exchange Act of 1934.

~~The~~Contractual ~~consolidated financial statements of Video River Networks, Inc. including the notes thereto, are presented beginning at page F-1 and are incorporated by reference herein.~~Obligations

62Not applicable.

~~VIDEO RIVER NETWORKS, INC.~~63

~~FINANCIAL STATEMENTS~~Plan of Operation for the Next Twelve (12) Months

~~FOR~~While our major focus is ~~THE~~to ~~YEARS~~find, ~~ENDED~~acquire ~~DEC~~and manage EV, Ai, Robotics, and/or Machine Learning businesses, our real estate portfolio is still alive and must figure in our plan of operation. 31In the next twelve months, ~~2023~~we plan on buying rehabilitating and ~~2022~~selling four to six properties and adding the net proceeds obtained from the sales to the to finance our electric vehicles business plan.

63The Company will continue to evaluate its projected expenditures relative to its available cash and to seek additional means of financing in order to satisfy the Company’s working capital and other cash requirements.

~~VIDEO RIVER~~NIHK ~~NETWORKS,~~currently ~~INC~~own zero real property in Los Angeles County.

~~FINANCIAL~~Using the real properties as collateral, we believe ~~STATEMENTS~~that we could always obtain the capital needed to complete the rehabilitation of these three properties. Although there is no assurance that we would be able to put the three properties to good use such as renting them our to tenants. If we are unable to put them to productive use, we would be forced to sell them and use the money generated from the sales to pay off the loans used to acquire them.

CTo effectively fund our business plan, we must raise Oadditional Ncapital. TBut Ethere Ncan Tbe Sno assurance that we will be able to raise the capital necessary to acquire, own or hold these specialized real properties. Moreover, there can be no assurance that we will be able to raise the capital necessary to execute our business plan and also to acquire, own or hold specialized real properties.

	PAGE
BALANCE SHEETS As of December 31, 2023 and 2022 (PCAOB ID: 6235)	F-2
STATEMENTS OF OPERATIONS FOR THE YEARS ended December 31, 2023 and 2022	F-3
STATEMENTS OF CHANGES IN SHAREHOLDERS’ DEFICIT FOR THE YEARS ended December 31, 2023 and 2022	F-4
STATEMENTS OF CASH FLOWS FOR THE YEARS ended December 31, 2023 and 2022	F-5
NOTES TO AUDITED FINANCIAL STATEMENTS FOR THE YEARS ended December 31, 2023 and 2022	F-6 – F-24

64We intend to implement the following tasks within the next twelve months:

~~Report~~ 1. Month 1-3: Phase 1 (1-3 months in duration; purchase and rehabilitation of ~~Independent~~three ~~Registered~~properties ~~Public~~and ~~Accounting~~put ~~Firm~~them to good use)

To a. Identify 3 properties to acquire b. Sign purchase agreement with the ~~Shareholders~~sellers of the 3 properties identified above; c. Acquire and consolidate the ~~Board~~revenue offrom ~~Directors~~those 3 properties.

~~Video River~~2. ~~Networks~~Month ~~Inc~~3-6 Phase 2 (1-3 months in duration; cost control, process improvements, admin & mngt.).

~~Opinion on~~a. Integrate acquired properties into NIHK’s model – consolidate the ~~Financial~~management ~~Statements~~of the properties including integration of their accounting and finance systems, synchronization of their operating systems, and harmonization of their human resources functions. b. Complete and file quarterly reports and other required filings for the quarter

~~We have audited the accompanying consolidated balance sheets of Video River Networks Inc~~3. ~~(the~~Month ~~“Company”)~~6-9: asPhase of3 ~~December 31, 2023 and 2022, the related statements of operations, changes in stockholders’ equity, for each of the two years in the period ended December 31, 2023, and the related notes~~ (~~collectively~~1-3 ~~referred~~months ~~to as the “financial statements”). In our opinion, the financial statements present fairly,~~ in ~~all~~duration; ~~material~~$5 ~~respects,~~million ~~the financial position of the Company as of December 31, 2023 and 2022, and the results of its operations and its cash flows for each of the two years~~ in ~~the~~estimated ~~period~~fund ~~ended~~receipt ~~December~~from ~~31,~~loan ~~2023,~~or ~~in conformity with accounting principles generally accepted in the United States of America.~~equity)

~~Basis for~~a. ~~Opinion~~Identify and acquire 4 specialized properties that are complementary/similar properties or assets in the target market

~~These financial statements are the responsibility of the Company’s management~~4. ~~Our~~Month ~~responsibility~~9-12: isPhase to4 ~~express~~(1-3 anmonths ~~opinion~~duration; onuse ~~the~~acquired ~~Company~~businesses’~~s financial~~ ~~statements~~free ~~based~~cash onflow ~~our~~for ~~audits.~~more ~~We are a public accounting firm registered with the Public Company Accounting Oversight Board (United States~~acquisitions) (“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.

	a.	Run the businesses efficiently, giving employees a conducive and friendly workplace and add value to investors and shareholders by identifying and reducing excesses and also identifying and executing growth strategies

	b.	Acquire 4 more properties especially in regions where RE is at or below their book-value.

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.64

~~Going Concern~~5. ~~Uncertainty~~Operating expenses during the twelve months would be as follows:

The Company’s financial statements are prepared using the generally accepted accounting principles applicable to a going concern, which contemplates the realization of assets and liquidation of liabilities in the normal course of business.

	a.	For the six months through June 30, 2025, we anticipate to incur general and other operating expenses of $238,000.

	b.	For the six months through December 31, 2025 we anticipate to incur additional general and other operating expenses of $328,000.

~~The Company~~As ~~has~~noted anabove, ~~accumulated~~the ~~deficit~~execution of $our ~~15,898,383~~current ~~for~~plan of ~~the~~operations ~~year~~requires ~~ended~~us ~~December~~to ~~31,~~raise ~~2023~~significant additional capital immediately. ~~These~~If ~~factors~~we asare ~~discussed~~successful in ~~Note~~raising 2capital ofthrough the sale ~~financial~~of ~~statements~~shares ~~raise~~offered ~~substantial~~for ~~doubt~~sale ~~about~~in this Filing we believe that the Company’s ~~ability~~will tohave ~~continue~~sufficient ascash aresources ~~going~~to ~~concern.~~fund ~~Management’s~~its ~~plans~~plan inof ~~regard~~operations tofor ~~these~~the ~~matters~~next twelve months. If we are ~~also~~unable ~~described~~to indo ~~Note~~so, 2.our ~~The~~ability ~~consolidated~~to ~~financial~~continue ~~statements~~as doa ~~not~~going ~~include~~concern ~~any~~will ~~adjustments~~be ~~that~~in ~~might~~jeopardy, ~~result~~likely causing ~~from~~us ~~the~~to ~~outcome~~curtail ofand ~~these~~possibly ~~uncertainties~~cease operations.

~~Critical~~We continually evaluate our plan of operations discussed ~~Audit~~above ~~Matters~~to determine the manner in which we can most effectively utilize our limited cash resources. The timing of completion of any aspect of our plan of operations is highly dependent upon the availability of cash to implement that aspect of the plan and other factors beyond our control. There is no assurance that we will successfully obtain the required capital or revenues, or, if obtained, that the amounts will be sufficient to fund our ongoing operations. The inability to secure additional capital would have a material adverse effect on us, including the possibility that we would have to sell or forego a portion or all of our assets or cease operations. If we discontinue our operations, we will not have sufficient funds to pay any amounts to our stockholders.

~~Critical audit~~Because ~~matters~~our ~~arising~~working ~~from~~capital ~~the~~requirements ~~current~~depend ~~period~~upon numerous ~~audit~~factors ofthere ~~the~~can ~~financial statements that were communicated or required to~~ be ~~communicated to~~no ~~the~~assurance ~~audit committee and~~ that ~~(1)~~our ~~relate~~current tocash ~~accounts~~resources orwill ~~disclosure~~be ~~that~~sufficient ~~are material~~ to ~~the~~fund ~~financial~~our ~~statements~~operations. ~~and~~At ~~(2)~~present, ~~involve~~we ~~especially~~have ~~challenging,~~no ~~subjective,~~committed orexternal ~~complex~~sources ~~judgments. The communication~~ of ~~critical~~capital, ~~audit~~and ~~matters~~do ~~does~~ not ~~alter~~expect in any ~~way~~significant ~~our~~product ~~opinion~~revenues onfor the ~~financial~~ ~~statements,~~foreseeable ~~taken~~future. ~~as a whole~~Thus, ~~and~~ we ~~are~~will require ~~not,~~immediate byadditional ~~communicating~~financing ~~the~~to ~~critical~~fund ~~audit~~future ~~maters~~operations. ~~below,~~There ~~providing~~can ~~separate~~be ~~opinions on~~no ~~the~~assurance, ~~critical~~however, ~~audit~~that ~~matters~~we orwill onbe ~~the~~able ~~accounts~~to orobtain ~~disclosures~~funds on toacceptable ~~which~~terms, ~~they~~if ~~relate~~at all.

~~Related party~~ITEM ~~transactions:~~7A. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

We ~~identified~~are ~~the~~exposed ~~Company’s~~to ~~related~~market ~~party~~risk, ~~transactions~~including aschanges ain ~~critical~~certain ~~audit~~interest ~~matter~~rates. ~~because~~All itof isthese amarket ~~significant~~risks ~~amount~~arise ~~totaling~~in ~~$3,885,193. As~~the ~~discussed~~normal incourse ~~Note~~of 3business, as &we 14do tonot ~~the~~engage ~~financial~~in ~~statements,~~speculative ~~Video~~trading ~~Rivers~~activities. ~~Networks~~We ~~Inc.~~have ~~(NIHK)~~not ~~has~~entered ~~significant~~into ~~related~~derivative ~~party~~or hedging transactions ~~affecting~~ ~~the~~to ~~assets~~manage ~~and~~risk ~~liabilities~~in ofconnection with ~~the~~such ~~company~~fluctuations.

~~The~~This ~~procedures~~analysis ~~performed~~does tonot ~~address~~take ~~the~~into ~~matter~~consideration ~~included; (1) obtaining and reviewing legal documents for each transaction, (2) examining~~ the ~~purposes~~effect of ~~the~~changes ~~related~~in ~~transactions (3) review~~ the ~~support~~level toof ~~ensure~~overall ~~proper~~economic ~~recording~~activity ~~(4)~~on ~~evaluating~~interest ifrate the related party transactions constitute an arm-length transaction in business as defined by generally accepted accounting principles and (5) discussed with the Company’s management the full disclosures of the matterfluctuations.

~~DylanFloyd Accounting~~ITEM &8. ~~Consulting~~FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA

WeThe ~~have~~consolidated ~~served~~financial asstatements of Video River Networks, Inc. including the ~~Company’s~~notes ~~auditor~~thereto, ~~since~~are ~~2019~~presented beginning at page F-1 and are incorporated by reference herein.

~~Newhall, California~~65

~~April 15~~VIDEO RIVER NETWORKS, ~~2024~~INC.

~~F-1~~FINANCIAL STATEMENTS

~~VIDEO~~FOR THE YEARS ENDED DEC. ~~RIVER~~31, ~~NETWORKS~~2024 ~~INC~~and 2023

~~CONSOLIDATED BALANCE SHEETS~~66

	December 31, 2023			December 31, 2022
ASSETS
Current Assets:
Cash and cash equivalents	$	7,009		$	64,579
Investments - trading securities		2,569			143,198
Total Current Assets		9,578			207,777
Accrued Interest Receivable	$	182,125		$	85,375
Investments - unrelated parties		30,000			30,000
Fixed assets - net		40,086			101,081
Notes Receivable Entrepreneurship Devpt.		1,579,420			1,693,420
Long term Notes Receivable - related parties		1,815,676			747,000
Long term Notes Receivable		1,815,676			747,000
Long term Investments - related parties		163,513			553,314
Long term Investments		163,513			553,314
Total assets		3,820,398			3,417,967
LIABILITIES AND STOCKHOLDERS’ EQUITY (DEFICIT)
Current Liabilities:
Accrued expenses	$	3,200			3,400
Marginal loan payable		-			-
Total Current Liabilities	$	3,200		$	3,400
Long-Term Liabilities:
Notes payable - net of current portion	$	326,584		$	419,979
Line of credit - related party		-			-
Total Long-Term Liabilities		326,584			419,979
Total Liabilities	$	329,784		$	423,379
STOCKHOLDERS’ EQUITY (DEFICIT)
Preferred stock, $.001 par value, 1,000,000 shares authorized, 1 issued and outstanding As at December 31, 2023 and 2022.	$	-		$	-
Common Stock, $0.001 par value, 200,000,000 shares authorized, 182,370,497 issued and outstanding As at December 31, 2023 and 2022.		182,370			182,370
Additional paid in capital		19,206,627			19,211,075
Accumulated deficit		(15,898,383	)		(16,394,409	)
Total Stockholders’ Equity	$	3,490,614		$	2,994,588
Total Liabilities and Stockholders’ Equity		3,820,398			3,417,967

VIDEO RIVER NETWORKS, INC.

~~The accompanying~~FINANCIAL ~~notes are an integral part of these audited financial statements~~STATEMENTS

~~F-2~~CONTENTS

~~VIDEO~~Index ~~RIVER~~to ~~NETWORKS~~Consolidated ~~INC~~Financial Statements

CONSOLIDATED STATEMENTS OF OPERATIONS

	Page
Report of Olayinka Oyebola & Co., (Chartered Accountant), Independent Registered Public Accounting Firm (PCAOB ID: 5968), Lagos, Nigeria.	F-2

For the fiscal years ended December 31, 2024 and 2023
Consolidated Balance Sheets	F-3
Consolidated Statements of Operations	F-4
Consolidated Statements of Shareholders’ Deficit	F-5
Consolidated Statements of Cash Flows	F-6
Notes to Consolidated Financial Statements	F-7

~~Years ended December 31, 2023 and 2022~~ F-1

	December 31
	2023			2022
Revenue:
Entrepreneurship Development	$	1,513,535		$	4,850,408
Principal transactions - Net		(848,922	)		(983,869
Total Revenue		664,613		$	3,866,539
Cost of goods sold:
Entrepreneurship Development		285,456			1,368,115
Licensing Fees		-			-
Total cost of goods sold		285,456			1,368,115
Gross profit		379,157			2,498,424
Operating expenses:
General and administrative	$	190,850			1,528,462
Professional fees		188,580			201,861
Advertising and promotions		414			4,451
Interest expense					229
Total operating expenses	$	379,844			1,735,003
Income (loss) from operations	$	(687	)		763,421
Other Income
Impairment Charges	$	496,713
Unrealized gain (loss)					3,700
Net Income	$	496,026			767,121
Earnings (loss) per Share: Basic and Diluted	$	0.0027		$	0.0042
Weighted Average Common Shares Outstanding: Basic and Diluted		182,370,497			182,370,497

Report of Independent Registered Public Accounting Firm

The ~~accompanying~~Board ~~notes~~of toDirectors ~~audited~~and ~~condensed~~Stockholders ~~consolidated financial statements~~of

~~F-3~~VIDEO RIVER NETWORKS, INC.

~~VIDEO~~Opinion ~~RIVER~~on ~~NETWORKS~~the ~~INC~~Financial Statements

~~STATEMENTS~~We OFhave ~~CHANGES~~audited INthe ~~SHAREHOLDERS~~accompanying consolidated balance sheets of Video River Networks, Inc (the ‘Company’) ~~DEFICIT~~as of December 31, 2024, and the related consolidated statements of operations, changes in stockholders’ equity and cash flows for the year ended December 31, 2024, and the related notes (collectively referred to as the “financial statements”). In our opinion, the consolidated financial statements present fairly, in all material respects, the consolidated financial position of the Company as of December 31, 2024, and the results of its operations and its cash flows for the year ended December 31, 2024, in conformity with accounting principles generally accepted in the United States of America.

~~Years~~Going ~~ended December 31, 2023 and 2022~~Concern

	Common				Paid-In			Accumulated
	Shares		Amount		Capital			Deficit			Total
Balance at December 31, 2006		139,153,206	$	139,153	$	18,974,719		$	(19,113,872	)	$	-
Net income for the period		-		-		-			-			-
Balance at December 31, 2018		139,153,206	$	139,153	$	18,974,719		$	(19,113,872	)	$	-
Issuance of common stock to employee		30,769,230		30,769								30,769
Cumulative Restructuring adjustment		-		-					(36,993	)		(36,993
Net income for the period		-				-						-
Balance, December 31, 2019		169,922,436	$	169,922	$	18,974,719		$	(19,150,865	)	$	(6,224
Issuance of common stock		8,000,000		8,000		13,978						21,978
Acquisition of business		-				222,378.0			(152,011	)		70,367
Net income for the period		-				-			(82,980	)		(82,980
Balance, December 31, 2020		177,922,436	$	177,922	$	19,211,075		$	(19,385,856	)	$	3,141
		-		-		-						-
Acquisition & Dispositions		-				-			19,025			19,025
Net income for the period		-		-		-			2,206,953			2,206,953
Balance, December 31, 2022		177,922,436	$	177,922	$	19,211,075		$	(17,159,878	)	$	2,229,119
Issuance of common stock		4,448,061		4,448		(4,448	)					-
Acquisition & Dispositions		-				-			(1,652	)		(1,652
Net income for the period		-				-			767,121			767,121
Balance, December 31, 2022		182,370,497	$	182,370	$	19,206,627		$	(16,394,409	)	$	2,994,588
Balance		182,370,497	$	182,370	$	19,206,627		$	(16,394,409	)	$	2,994,588
Net income for the period		-		-		-			496,026			496,026
Balance, December 31, 2023		182,370,497	$	182,370	$	19,206,627		$	(15,898,383	)	$	3,490,614
Balance		182,370,497	$	182,370	$	19,206,627		$	(15,898,383	)	$	3,490,614

The accompanying consolidated financial statements have been prepared assuming that the Company will continue as a going concern. As discussed in Note 2, the Company suffered an accumulated deficit of $(17,928,164). These matters raise substantial doubt about the Company’s ability to continue as a going concern. Management’s plans with regards to these matters are also described in Note 2 to the financial statements. These financial statements do not include any adjustments that might result from the outcome of this uncertainty.

~~The~~Basis ~~accompanying~~for ~~notes are an integral part of these audited financial statements~~Opinion

~~F-4~~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 audit. 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.

~~VIDEO~~We ~~RIVER~~conducted ~~NETWORKS~~our ~~INC~~audits in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audits 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.

~~STATEMENTS~~Our OFaudits ~~CASHFLOWS~~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.

~~Years~~Critical ~~ended~~Audit ~~December 31, 2023 and 2022~~Matters

	DECEMBER 31,
	2023			2022
Cash Flows from Operating Activities:
Net Income (Loss)	$	496,026		$	767,121
Adjustments to reconcile net income (loss) to net cash used in operating activities:
Inventory Asset:Trading Securities		140,629			302,852	)
Accrued expenses and other liabilities		(95,950	)		(85,427
Depreciation		60,996			62,353
Net cash provided by (used in) operating activities		601,701			1,046,899
Net Cash Flows from Investing Activities:
Real estate investment - net		(22,256	)		(53,184
Long term Investments		389,801			1,316,434	)
Fixed Assets - other					(34,731	)
Net cash provided by (used in) investing activities		367,545			1,228,519	)
Net Cash Flows from Financing Activities
Borrowing from brokerage loan - margin loan					(23,664
Notes payable - related party		(92,395	)		(4,817,786
Notes payable - Entrepreneurship Development					(34,433	)
Mortgage payable/receivable					2,609,001	)
Notes payable - unrelated party		(934,420	)		(645,000
Net cash provided by (used in) financing activities		(1,026,815	)		(2,911,882
Net increase (decrease) in cash:		(57,570	)		(636,464
Cash at the beginning of the period:		64,579			701,043
Cash at the end of the period:	$	7,009		$	64,579
Supplemental disclosures of cash flow information Cash paid during the period for:
Cash paid for interest	$			$	38
Cash paid for tax	$	-		$	-

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

~~The~~/S/ ~~accompanying~~Olayinka ~~notes are an integral part of these audited financial statements~~Oyebola

~~F-5~~OLAYINKA OYEBOLA & CO.

~~VIDEO~~(Chartered ~~RIVER NETWORKS, INC.~~ Accountants)

~~Notes~~Lagos, ~~to Audited Condensed Consolidated Financial Statements~~Nigeria

1.We ~~NATURE~~have OFserved ~~OPERATIONS~~as the Company’s auditor since 2024.

~~The~~April ~~Company~~15, ~~and Nature of Business~~2025

~~Video River Networks, Inc. (the “Company”) is a technology firm that operates and manages a portfolio of Electric Vehicles, Artificial Intelligence, Machine Learning and Robotics (“EV~~F-AI-ML-R”) assets, businesses and operations in North America. The Company’s target portfolio businesses and assets include operations that design, develop, manufacture and sell high-performance fully electric vehicles and design, manufacture, install and sell Power Controls, Battery Technology, Wireless Technology, and Residential utility meters and remote, mission-critical devices mostly engineered through Artificial Intelligence, Machine Learning and Robotic technologies.2

~~Our current~~VIDEO ~~technology-focused~~RIVER ~~business~~NETWORKS model was a result of our board decision to gradually reduce our presence in the Real Estate sector while at the same time boost our presence in the Electric Vehicles, Artificial Intelligence, Machine Learning and Robotics (“EV-AI-ML-R”) sectors. The Company which previously had been technology focused, has now returned back to its original technology-focused businesses of Power Controls, Battery Technology, Wireless Technology, and Residential utility meters and remote, mission-critical devices. In addition to above list, the Company intends to spread its wings into the Electric Vehicles, Artificial Intelligence, Machine Learning and Robotics (“EV-AI-ML-R”) businesses/markets, targeting acquisition, ownership and operation of acquired EV-AI-ML-R businesses or portfolio of EV-AI-ML-R businesses.INC

~~Video River~~CONSOLIDATED ~~Networks,~~BALANCE Inc., prior to September 15, 2020, used to be a specialty real estate holding company, focuses on the acquisition, ownership, and management of specialized industrial properties. Prior to its real estate business model, the Company’s Power Controls Division has used wireless technology to control both residential utility meters and remote, mission-critical devices since 2002.SHEETS

The current management of the Company resulted from a purchase of voting control of the Company by Community Economic Development Capital LLC, (“CED Capital”) a California limited liability company. After the change of control transaction, CED Capital spun out the control-stock to its sole unitholder before being sold to the Company for $1. Thereafter CED Capital became an operating subsidiary of the Company. We used the acquisition of method of accounting for acquisition of subsidiaries by the Group method to account for this transaction. The cost of the acquisition was measured as the fair value of the assets given, equity instruments issued and liabilities incurred or assumed at the date of exchange.

	December 31, 2024			December 31, 2023
ASSETS
Current Assets:
Cash and cash equivalents	$	23,215		$	7,009
Installment Receivable (Current Portion) & Investments		78,120			2,569
Total Current Assets		101,335			9,578

Interest Receivable	$	-		$	182,125
Investments - unrelated parties		-			30,000
Fixed assets - net		-			40,086
Notes Receivable Entrepreneurship Devpt.		-			1,579,420
Long term Notes Receivable - related parties		-			1,815,676
Long term Investments - related parties		1,451,397			163,513

Total assets		1,552,732			3,820,398

LIABILITIES AND STOCKHOLDERS’ EQUITY (DEFICIT)
Current Liabilities:
Accrued expenses	$	-			3,200
Marginal loan payable		14,000			-
Total Current Liabilities	$	14,000		$	3,200

Long-Term Liabilities:
Notes payable - net of current portion	$	77,899		$	326,584
Line of credit - related party		-			-
Total Long-Term Liabilities		77,899			326,584
Total Liabilities	$	91,899		$	329,784

STOCKHOLDERS’ EQUITY (DEFICIT)
Preferred stock, $.001 par value, 1,000,000 shares authorized, 1 issued and outstanding As at December 31,2024 and 2023.	$	-		$	-
Common Stock, $0.001 par value, 200,000,000 shares authorized, 182,370,497 issued and outstanding As at December 31,2024 and 2023.		182,370			182,370
Additional paid in capital		19,206,627			19,206,627
Accumulated deficit		(17,928,164	)		(15,898,383	)

Total Stockholders’ Equity	$	1,460,833		$	3,490,614
Total Liabilities and Stockholders’ Equity		1,552,732			3,820,398

As previously disclosed on our Form 8-K filed with the Securities and Exchange Commission, on December 8, 2019, on October 29, 2019, the company sold one (1) Special 2019 series A preferred share (one preferred share is convertible 150,000,000 share of common stocks) of the company for Fifty Thousand and 00/100 ($50,000/00) Dollars, to Community Economic Development Capital LLC, a California limited liability company. The ~~Special~~accompanying ~~preferred~~notes ~~share~~are ~~controls~~an ~~60%~~integral ofpart ~~the company’s total voting rights. The issuance~~ of ~~the preferred share to~~these ~~Community~~audited ~~Economic~~financial ~~Development Capital LLC gave to Community Economic Development Capital LLC, the controlling vote to control and dominate the affairs of the company theretofor.~~statements

On September 15, 2020, Video River Networks, Inc. (the “Company”) entered into a stock purchase agreement with Kid Castle Educational Corporation (“Kid Castle”), an entity related to, and controlled by our President and CEO with respect to the purchase through private placement, of 900,000 shares of its preferred stock at a purchase price of $3 in cash and a transfer of 100% interest in, and control of Community Economic Development Capital, LLC (a California Limited Liability Company). The shares were issued to the investors without registration under the Securities Act of 1933 based upon exemptions from registration provided under Section 4(2) of the Act and Regulation D promulgated thereunder. The issuances did not involve any public offering; no general solicitation or general advertising was used in connection with the offering. As at the time of this transaction, all four businesses involved in the transaction were controlled by Mr. Frank I Igwealor. Because both the buyer and seller in the above acquisitions were under the control of the same person, the transaction was classified as “common control transaction and therefore fall under “Transactions Between Entities Under Common Control” subsections of ASC 805F-~~50. Following the acquisition, the Company now has 55% (which has now grown to 97.58%) of the voting control of and 100% of operating and financial control of Kid Castle.~~3

~~F-6~~VIDEO RIVER NETWORKS INC

~~On April~~CONSOLIDATED ~~21,~~STATEMENTS ~~2021,~~OF the Company sold Cannabinoid Biosciences, Inc. (“CBDX”), a California corporation, to Premier Information Management, Inc. for $1 in cash. As further consideration pursuant to the stated sales, CBDX returned Kid Castle Educational Inc., the parent Company of GMPW, the 100,000 shares of KDCE preferred stock and 900,000,000 shares of KDCE common stock that CBDX bought in October of 2019. Pursuant to the April 21, 2021 transaction, CBDX ceased from being a subsidiary of GMPW, effective April 1, 2021.OPERATIONS

~~On December~~Years ~~30,~~ended ~~2021,~~December ~~in exchange for its 87% control block in GiveMePower Corporation~~31, ~~the~~2024 ~~Company received 100% stake in Alpharidge Capital LLC from GiveMePower, in a cashless transaction, resulting in each public company going its separate way~~ and an2023 ~~independent company.~~

The consolidated financial statements of the Company therefore include Video River Networks, Inc. and subsidiaries of its subsidiary, Alpharidge Capital, LLC (“Alpharidge”), and subsidiaries, in which it has a controlling voting interest and entities consolidated under the variable interest entities (“VIE”) provisions of ASC 810, “Consolidation” (“ASC 810”), after elimination of intercompany transactions and accounts.

	2024			2023
	December 31
	2024			2023
Revenue:
Entrepreneurship Development	$	-		$	1,513,535
Principal transactions - Net		-			(848,922
Total Revenue		-		$	664,613

Cost of goods sold:
Entrepreneurship Development		-			285,456
Licensing Fees		-			-
Total cost of goods sold		-			285,456
Gross profit					379,157

Operating expenses:
General and administrative	$	23,168			190,850
Professional fees		76,071			188,580
Advertising and promotions		-			414
Interest expense		-			-
Total operating expenses	$	99,239			379,844
Income (loss) from operations	$	(99,239	)		(687	)

Other Income
Impairment Charges	$	-			496,713
Disposition of operating unit		1,562,067			-
Net Income	$	1,462,828			496,026

Earnings (loss) per Share: Basic and Diluted	$	0.0080		$	0.0027

Weighted Average Common Shares Outstanding: Basic and Diluted		182,370,497			182,370,497

~~Following the~~The ~~completion~~accompanying ofnotes the transaction with Kid Castle, the Company having been partly freed of the internally-managed real estate holding business that focused on the acquisition, ownership and management of specialized industrial properties, affordable housing and opportunity zone real estate properties and businesses, has decided to ~~return~~audited ~~back~~condensed ~~to its original technology-focused businesses of Power Controls,~~consolidated ~~Battery~~financial Technology, Wireless Technology, and Residential utility meters and remote, mission-critical devices. In addition to above list, the Company is spreading its wings into the Electric Vehicles, Artificial Intelligence, Machine Learning and Robotics (“EV-AI-ML-R”) businesses/markets, targeting acquisition, ownership and operation of acquired EV-AI-ML-R businesses or portfolio of EV-AI-ML-R businesses.statements

The consolidated financial statements of the Company therefore include Video River Networks, Inc., whose main operating subsidiary Alpharidge Capital, LLC (“Alpharidge”), and subsidiaries, in which the Company has a controlling voting interest and entities consolidated under the variable interest entities (“VIE”) provisions of ASC 810, “Consolidation” (“ASC 810”), after elimination of intercompany transactions and accounts.F-4

~~Principles of~~VIDEO ~~Consolidation~~RIVER NETWORKS INC

~~The consolidated~~STATEMENTS ~~financial~~OF ~~statements~~CHANGES ~~include~~IN ~~the~~SHAREHOLDERS’ accounts of the Company and its subsidiaries, in which the Company has a controlling voting interest and entities consolidated under the variable interest entities (“VIE”) provisions of ASC 810, “Consolidation” (“ASC 810”). Inter-company balances and transactions have been eliminated upon consolidation.DEFICIT

~~ASC 810~~Years ~~requires~~ended ~~that~~December the investor with the controlling financial interest should consolidate the investee/affiliate. ASC 810-10 requires that an equity interest investor consolidates a VIE when it retains an investment in the entity31, is2024 ~~considered a variable interest investor in the entity,~~ and is the primary beneficiary of the entity. An investor in a VIE is a “variable interest beneficiary” when, per an arrangement’s governing documents, the investor will absorb a portion of the VIE’s expected losses or will receive a portion of the entity’s “residual returns.” The variable interest beneficiary retaining a controlling financial interest in the VIE is designated as its “primary beneficiary” and must consolidate the VIE. A variable interest beneficiary retains a “controlling financial interest” in a VIE when that beneficiary retains the power to direct the activities of the VIE that have the greatest influence over the VIE’s economic performance and retains an obligation to absorb the VIE’s significant losses or the right to receive benefits from the VIE that could potentially be significant to the VIE. Based on the ASC 810 test above, Video River Networks Inc. is the primary beneficiary of Video River Networks, Inc. (the “VIE”) because Video River Networks retained a controlling financial interest in the VIE and has the power to direct the activities of the VIE, having the greatest influence over the VIE’s economic performance and retains an obligation to absorb the VIE’s significant losses and the right to determine and receive benefits from the VIE.2023

F-7

	Common				Paid-In			Accumulated
	Shares		Amount		Capital			Deficit			Total

Balance at December 31, 2006		139,153,206	$	139,153	$	18,974,719		$	(19,113,872	)	$	-
Net income for the period		-		-		-			-			-
Balance at December 31, 2018		139,153,206	$	139,153	$	18,974,719		$	(19,113,872	)	$	-
Issuance of common stock to employee		30,769,230		30,769		-			-			30,769
Cumulative Restructuring adjustment		-		-		-			(36,993	)		(36,993
Net income for the period		-		-		-			-			-
Balance, December 31, 2019		169,922,436	$	169,922	$	18,974,719		$	(19,150,865	)	$	(6,224
Issuance of common stock		8,000,000		8,000		13,978						21,978
Acquisition of business		-		-		222,378.0			(152,011	)		70,367
Net income for the period		-		-		-			(82,980	)		(82,980
Balance, December 31, 2020		177,922,436	$	177,922	$	19,211,075		$	(19,385,856	)	$	3,141
		-		-		-			-			-
Acquisition & Dispositions		-				-			19,025			19,025
Net income for the period		-		-		-			2,206,953			2,206,953
Balance, December 31, 2022		177,922,436	$	177,922	$	19,211,075		$	(17,159,878	)	$	2,229,119

Issuance of common stock		4,448,061		4,448		(4,448	)					-
Acquisition & Dispositions		-		-		-			(1,652	)		(1,652
Net income for the period		-		-		-			767,121			767,121
Balance, December 31, 2022		182,370,497	$	182,370	$	19,206,627		$	(16,394,409	)	$	2,994,588

Net income for the period		-		-		-			496,026			496,026
Balance, December 31, 2023		182,370,497	$	182,370	$	19,206,627		$	(15,898,383	)	$	3,490,614
Balance		182,370,497	$	182,370	$	19,206,627		$	(15,898,383	)	$	3,490,614
Disposition of business unit		-		-		-			(3,492,609	)		(3,492,609	)
Net income for the period		-		-		-			1,462,828			1,462,828
Balance, December 31, 2024		182,370,497	$	182,370	$	19,206,627		$	(17,928,164	)	$	1,460,833
Balance		182,370,497	$	182,370	$	19,206,627		$	(17,928,164	)	$	1,460,833

~~NOTE~~The accompanying notes are an integral part of these 2.audited ~~GOING~~financial ~~CONCERN~~statements

Our financial statements are prepared using accounting principles generally accepted in the United States of America applicable to a going concern, which contemplates the realization of assets and the liquidation of liabilities in the normal course of business. For the year ended December 31, 2023, we reported revenue of $664,613 and an accumulated deficit of $15,898,383. These conditions raise substantial doubt about our ability to continue as a going concern. The financial statements do not include any adjustments to reflect the possible future effects on the recoverability and classification of assets or the amounts and classification of liabilities that may result from the outcome of these uncertainties. Our ability to continue as a going concern is dependent upon our ability to raise debt or equity funding to meet our ongoing operating expenses and ultimately in merging with another entity with experienced management and profitable operations. No assurances can be given that we will be successful in achieving these objectives.F-5

~~NOTE 3.~~VIDEO ~~SUMMARY~~RIVER OFNETWORKS ~~SIGNIFICANT ACCOUNTING POLICIES~~INC

~~Basis of~~STATEMENTS ~~Presentation~~OF CASHFLOWS

~~The summary~~Years ofended ~~significant~~December ~~accounting~~31, ~~policies~~2024 ~~is presented to assist in the understanding of the financial statements. These policies conform to accounting principles generally accepted in the United States of America~~ and ~~have been consistently applied. The Company has elected a calendar year of December 31 year-end.~~2023

Principles of Consolidation

	2024			2023
	DECEMBER 31,
	2024			2023
Cash Flows from Operating Activities:
Net Income (Loss)	$	1,462,828		$	496,026
Adjustments to reconcile net income (loss) to net cash used in operating activities:
Inventory Asset:Trading Securities		-			140,629
Disposition of operating unit		(1,529,517	)		-
Accrued expenses and other liabilities		14,000			(95,950	)
Depreciation		-			60,996
Net cash provided by (used in) operating activities		(52,689	)		601,701

Net Cash Flows from Investing Activities:
Real estate investment - net		-			(22,256	)
Long term Investments		-			389,801

Net cash provided by (used in) investing activities		-			367,545

Net Cash Flows from Financing Activities
Borrowing from brokerage loan - margin loan		-			-
Notes payable - related party		68,895			(92,395	)
Notes payable - Entrepreneurship Development		-			-
Mortgage payable/receivable		-			-
Notes payable - unrelated party		-			(934,420	)
Net cash provided by (used in) financing activities		68,895			(1,026,815	)

Net increase (decrease) in cash:		16,206			(57,570	)
Cash at the beginning of the period:		7,009			64,579
Cash at the end of the period:	$	23,215		$	7,009

Supplemental disclosures of cash flow information Cash paid during the period for:
Cash paid for interest	$	-		$	-
Cash paid for tax	$	-		$	-

The ~~consolidated~~ ~~financial~~accompanying ~~statements~~notes include the accounts of the Company, its subsidiaries, in which the Company has a controlling voting interest and entities consolidated under the variable interest entities (“VIE”) provisions of ASC 810, “Consolidation” (“ASC 810”). The consolidated financial statements include the Company and Video River Networks, Inc. and all of its controlled subsidiary companies. All significant intercompany accounts and transactions have been eliminated. Investments in business entities in which we do not have control, but we have the ability to exercise significant influence over operating and financial policies (generally 20% to 50% ownership) are ~~accounted~~an ~~for~~integral ~~using~~part ~~the equity method~~ of ~~accounting. Operating results of acquired businesses are included~~these inaudited ~~the Consolidated Statements of Income from the date of acquisition. We consolidate variable interest entities if we have operational and~~ financial control, and are deemed to be the >50.1% beneficiary of the profit and loss of the entity. Operating results for variable interest entities in which we are determined to be the primary beneficiary are included in the Consolidated Statements of Income from the date such determination is made.statements

~~COVID~~F-~~19 Risks, Impacts and Uncertainties~~6

~~COVID-19 Risks,~~VIDEO ~~Impacts~~RIVER ~~and Uncertainties — We are subject to the risks arising from COVID-19’s impacts on the residential real estate industry. Our management believes that these impacts~~NETWORKS, which include but are not limited to the following, could have a significant negative effect on our future financial position, results of operations, and cash flows: (i) prohibitions or limitations on in-person activities associated with residential real estate transactions; (ii) lack of consumer desire for in-person interactions and physical home tours; and (iii) deteriorating economic conditions, such as increased unemployment rates, recessionary conditions, lower yields on individuals’ investment portfolios, and more stringent mortgage financing conditionsINC. ~~In addition, we have considered the impacts and uncertainties~~ of COVID-19 in our use of estimates in preparation of our consolidated financial statements. These estimates include, but are not limited to, likelihood of achieving performance conditions under performance-based equity awards, net realizable value of inventory, and the fair value of reporting units and goodwill for impairment.

~~F-8~~Notes to Audited Condensed Consolidated Financial Statements

Since April 2020, following the government lockdown order, we asked all employees to begin to work from their homes and we also reduced the number of hours available to each of our employees by approximately by approximately 75%1. ~~These~~NATURE ~~actions~~OF taken in response to the economic impact of COVID-19 on our business resulted in a reduction of productivity for the year ended December 31, 2022 and subsequent quarterly periods. All cost related to these actions are included in general and administrative expenses, as these costs were determined to be direct and incremental.OPERATIONS

~~Use of~~The ~~Estimates~~Company and ~~Assumptions~~Nature of Business

~~The~~Video River Networks, Inc. ~~preparation~~(the of“Company”) ~~financial~~is ~~statements~~a intechnology ~~conformity~~firm ~~with~~that ~~generally~~operates ~~accepted~~and ~~accounting~~manages ~~principles~~a portfolio of Electric Vehicles, Artificial Intelligence, Machine Learning and Robotics (“~~GAAP~~EV-AI-ML-R”) ~~requires~~assets, ~~management to~~businesses ~~make~~and ~~estimates~~operations ~~and~~in ~~assumptions~~North ~~that~~America. ~~affect~~The ~~the~~Company’s ~~reported~~target portfolio ~~amounts~~businesses ofand assets ~~and~~include ~~liabilities~~operations that design, develop, manufacture and ~~disclosure~~sell ofhigh-performance ~~contingent~~fully ~~assets~~electric ~~and~~vehicles ~~liabilities~~and atdesign, ~~the~~manufacture, ~~date~~install ofand ~~the~~sell ~~financial~~Power ~~statements~~Controls, ~~and~~Battery ~~the~~Technology, ~~reported~~Wireless ~~amounts~~Technology, ofand ~~revenues~~Residential utility meters and remote, ~~expenses~~mission-critical ~~during~~devices ~~the~~mostly ~~reporting~~engineered ~~period.~~through ~~Actual results~~Artificial ~~could~~Intelligence, ~~differ~~Machine ~~from~~Learning ~~those~~and ~~estimates~~Robotic technologies.

~~Cash~~Our current technology-focused business model was a result of our board’s decision to gradually reduce our presence in the Real Estate sector, and ~~Cash~~boost ~~Equivalents~~our presence in the Electric Vehicles, Artificial Intelligence, Machine Learning and Robotics (“EV-AI-ML-R”) sectors. The Company which previously was technology focused, has now returned back to its original technology-focused businesses of Power Controls, Battery Technology, Wireless Technology, and Residential utility meters and remote, mission-critical devices. In addition to above list, the Company intends to spread its wings into the Electric Vehicles, Artificial Intelligence, Machine Learning and Robotics (“EV-AI-ML-R”) businesses/markets, targeting acquisition, ownership and operation of acquired EV-AI-ML-R businesses or portfolio of EV-AI-ML-R businesses.

~~We maintain~~Video ~~cash~~River ~~balances~~Networks, inInc., aprior ~~non-interest-bearing~~to ~~account~~September ~~that~~15, 2020, ~~currently~~used ~~does~~to ~~not~~be ~~exceed~~a ~~federally~~specialty ~~insured~~real ~~limits.~~estate ~~For~~holding ~~the~~company, ~~purpose~~focuses of on the ~~statements~~acquisition, ~~of cash flows~~ownership, ~~all~~and ~~highly~~management ~~liquid investments with a maturity~~ of ~~three~~specialized ~~months~~industrial properties. orPrior ~~less~~to ~~are~~its ~~considered~~real toestate bebusiness ~~cash~~model, ~~equivalents. As~~the ofCompany’s ~~December~~Power ~~31,~~Controls ~~2023~~Division ~~and~~has ~~December~~used ~~31,~~wireless ~~2022~~technology weto ~~did~~control both ~~maintain~~residential ~~$7,009~~utility meters and ~~$64~~remote,~~579~~ ~~balance~~mission-critical ofdevices ~~cash~~since ~~equivalents respectively~~2002.

~~Financial~~The current management of ~~Instruments~~the Company resulted from a purchase of voting control of the Company by Community Economic Development Capital LLC, (“CED Capital”) a California limited liability company. After the change of control transaction, CED Capital spun out the control-stock to its sole unitholder before being sold to the Company for $1. Thereafter CED Capital became an operating subsidiary of the Company. We used the acquisition of method of accounting for acquisition of subsidiaries by the Group method to account for this transaction. The cost of the acquisition was measured as the fair value of the assets given, equity instruments issued and liabilities incurred or assumed at the date of exchange.

~~The~~As previously disclosed on ~~estimated~~our ~~fair~~Form ~~values~~8-K ~~for~~filed ~~financial~~with ~~instruments~~the ~~were~~Securities ~~determined~~and atExchange ~~discrete~~Commission, ~~points~~on inDecember ~~time~~8, ~~based~~2019, on ~~relevant~~October ~~market~~29, ~~information.~~2019, ~~These~~the company sold one (1) Special ~~estimates~~2019 ~~involved~~series ~~uncertainties~~A ~~and~~preferred ~~could~~share ~~not~~(one bepreferred ~~determined~~share ~~with~~is ~~precision.~~convertible ~~The~~150,000,000 ~~carrying~~share ~~amount~~of common stocks) of the ~~our~~company ~~accounts~~for ~~payable~~Fifty Thousand and ~~accruals~~00/100 ($50, ~~our~~000/00) ~~accruals-~~Dollars, ~~related~~to ~~parties~~Community ~~and~~Economic ~~loans~~Development –Capital ~~related~~LLC, ~~parties~~a ~~approximate~~California ~~their~~limited ~~fair~~liability ~~values~~company. ~~because~~The Special preferred share controls 60% of the ~~short-term~~company’s ~~maturities~~total voting rights. The issuance of the preferred share to Community Economic Development Capital ~~these~~LLC ~~instruments~~gave to Community Economic Development Capital LLC, the controlling vote to control and dominate the affairs of the company theretofor.

~~Fair Value Measurements:~~F-7

~~ASC~~On September 15, 2020, Video ~~Topic~~River ~~820~~Networks, ~~Fair~~Inc. ~~Value~~(the ~~Measurements~~“Company”) ~~and~~entered ~~Disclosures~~into a stock purchase agreement with Kid Castle Educational Corporation (“~~ASC~~Kid Castle”, ~~820~~“KDCE”), ~~provides~~an aentity ~~comprehensive~~related ~~framework~~to, ~~for~~and ~~measuring~~controlled ~~fair~~by ~~value~~ our President and ~~expands~~CEO ~~disclosures~~with ~~which~~respect ~~are~~to ~~required~~the ~~about~~purchase ~~fair~~through private ~~value~~placement, ~~measurements.~~of ~~Specifically~~900,000 ~~ASC~~shares ~~820~~of ~~sets~~its ~~forth~~preferred stock at a ~~definition~~purchase price of ~~fair~~$3 ~~value~~ in cash and ~~establishes~~a transfer of 100% interest in, and control of Community Economic Development Capital, LLC (a ~~hierarchy~~California ~~prioritizing~~Limited ~~the~~Liability ~~inputs~~Company). The shares were issued to ~~valuation~~the ~~techniques,~~investors without ~~giving~~registration under the ~~highest~~Securities ~~priority~~Act toof ~~quoted~~1933 ~~prices~~based upon exemptions from registration provided under Section 4(2) of the Act and Regulation D promulgated thereunder. The issuance did not involve any public offering; no general solicitation or general advertising was used in ~~active~~connection ~~markets~~with the offering. As at the time of this transaction, all four businesses involved in the transaction were controlled ~~for~~by ~~identical~~Mr. ~~assets~~Frank ~~and~~I ~~liabilities~~Igwealor. Because both the buyer and seller in the ~~lowest~~above ~~priority~~acquisitions towere ~~unobservable~~under ~~value~~the ~~inputs.~~control ~~ASC~~of ~~820~~the ~~defines~~same person, the ~~hierarchy~~transaction was classified as ~~follows:~~“common control transaction and therefore fall under “Transactions Between Entities Under Common Control” subsections of ASC 805-50. Following the acquisition, the Company now has 55% (which has now grown to 97.58%) of the voting control of and 100% of operating and financial control of Kid Castle.

~~Level~~On April 21, 2021, the Company 1sold –Cannabinoid ~~Quoted~~Biosciences, ~~prices~~Inc. ~~are~~(“CBDX”), ~~available~~a inCalifornia ~~active~~corporation, ~~markets~~to Premier Information Management, Inc. for ~~identical~~$1 ~~assets~~in orcash. As ~~liabilities~~further asconsideration ofpursuant to the ~~reported~~stated ~~date~~sales, CBDX returned Kid Castle Educational Inc., ~~The~~the ~~types~~parent Company of ~~assets~~GMPW, the 100,000 shares of KDCE preferred stock and ~~liabilities~~900,000,000 ~~included~~shares inof ~~Level~~KDCE 1common ~~are~~stock ~~highly~~that ~~liquid~~CBDX ~~and~~bought ~~actively~~in ~~traded~~October ~~instruments~~of ~~with~~2019. ~~quoted~~Pursuant ~~prices~~to the April 21, ~~such~~2021 astransaction, ~~equities~~CBDX ~~listed~~ceased ~~on the~~from ~~New~~being ~~York~~a ~~Stock~~subsidiary ~~Exchange~~of GMPW, effective April 1, 2021.

~~Level 2~~On –December ~~Pricing~~30, ~~inputs~~2021, ~~are~~in exchange ~~other~~for ~~than~~its ~~quoted~~87% ~~prices~~control block in ~~active~~GiveMePower ~~markets~~Corporation, ~~but~~the ~~are~~Company ~~either~~received ~~directly~~100% orstake ~~indirectly~~in ~~observable~~Alpharidge asCapital ofLLC ~~the~~from ~~reported~~GiveMePower, ~~date.~~in ~~The~~a ~~types~~cashless oftransaction, ~~assets~~resulting ~~and liabilities~~ in ~~Level~~each 2public ~~are~~company ~~typically~~going ~~either~~its ~~comparable~~separate toway ~~actively~~and ~~traded~~an ~~securities~~independent ~~or contracts or priced with models using highly observable inputs~~company.

~~Level 3~~The –consolidated ~~Significant~~financial statements ~~inputs~~of tothe ~~pricing~~Company ~~that~~therefore ~~are~~include ~~unobservable~~Video asRiver ofNetworks, ~~the reporting date~~Inc. ~~The~~and ~~types~~subsidiaries of ~~assets~~its subsidiary, KDCE and ~~liabilities~~subsidiaries, ~~included~~ in ~~Level~~which it 3has ~~are~~a ~~those~~controlling ~~with~~voting ~~inputs~~interest ~~requiring~~and ~~significant~~entities ~~management~~consolidated ~~judgment~~under orthe ~~estimation,~~variable ~~such~~interest asentities ~~complex~~(“VIE”) ~~and~~provisions ~~subjective models and forecasts~~of ~~used~~ASC to810, ~~determine~~“Consolidation” ~~the~~(“ASC ~~fair~~810”), ~~value~~after elimination of ~~financial~~intercompany ~~transmission~~transactions ~~rights~~and accounts.

FFollowing the completion of the transaction with Kid Castle, the Company having been partly freed of the internally-9managed real estate holding business that focused on the acquisition, ownership and management of specialized industrial properties, affordable housing and opportunity zone real estate properties and businesses, has decided to return back to its original technology-focused businesses of Power Controls, Battery Technology, Wireless Technology, and Residential utility meters and remote, mission-critical devices. In addition to above list, the Company is spreading its wings into the Electric Vehicles, Artificial Intelligence, Machine Learning and Robotics (“EV-AI-ML-R”) businesses/markets, targeting acquisition, ownership and operation of acquired EV-AI-ML-R businesses or portfolio of EV-AI-ML-R businesses.

~~Our~~On January 12, 2024, due to KDCE’s need to simplify ~~financial~~its ~~instruments~~balance ~~consist~~sheet in order to approach the regulators to remove the Caveat Emptor tag from KDCE’s OTC Market profile, it sold Alpharidge Capital LLC, its main operating subsidiary to American Community Capital, LP., a California limited partnership controlled by our President and CEO Mr. Frank I Igwealor, in exchange for cash payment of ~~accounts~~$1,562,067 payable ~~and~~in ~~accruals~~two hundred and ~~our~~forty ~~accruals-~~(240) ~~related~~equal ~~parties~~monthly payments of $6510, beginning on July 1, 2024. ~~The~~As ~~carrying~~at ~~amount~~the time of confirmation of the ~~out~~transaction, ~~accounts~~the combined average market capitalization of ~~payable~~NIHK and ~~accruals~~KDCE was $1,086,677 ~~accruals-~~($729,482 ~~related~~for ~~parties~~NIHK, and ~~loans~~$357,195 –for ~~related~~KDCE), ~~parties~~showing ~~approximates~~the ~~their~~FAIR ~~fair~~MARKET ~~values~~value ~~because~~ of the ~~short-term maturities~~two parents of ~~these~~Alpharidge to ~~instruments~~have a combined market value of $1,086,677.

The consolidated financial ~~table~~statements ~~below~~of ~~describes~~the Company therefore include KDCE and subsidiaries, in which the Company’s ~~valuation~~has ofa ~~financial~~controlling ~~instruments~~voting ~~using~~interest ~~guidance~~and ~~from~~entities consolidated under the variable interest entities (“VIE”) provisions of ASC ~~820-10:~~810, “Consolidation” (“ASC 810”), after elimination of intercompany transactions and accounts.

~~SCHEDULE~~Because OFKid ~~FINANCIAL~~Castle ~~INSTRUMENTS~~Educational Corporation is 97.58% controlled by Video River Network, Inc. the consolidation rule requires that the Revenue, Assets and Liabilities recognized and disclosed on the financial statements of Kid Castle Educational Corporation are also recognized and disclosed on the financial statements of Video River Network, Inc. pursuant to ASC 810.

Description	Level 1		Level 2		Level 3
Investments – trading securities – December 31, 2023	$	2,569	$	-	$	-
Investments – trading securities – December 31, 2022	$	143,198	$	-	$	-

Principles of Consolidation

~~Investment~~The consolidated financial –statements ~~Trading~~include ~~Securities~~the accounts of the Company and its subsidiaries, in which the Company has a controlling voting interest and entities consolidated under the variable interest entities (“VIE”) provisions of ASC 810, “Consolidation” (“ASC 810”). Inter-company balances and transactions have been eliminated upon consolidation.

All investment securities are classified as trading securities and are carried at fair value in accordance with ASC 320 Investments — Debt and Equity Securities. Investment transactions are recorded on a trade date basis. Realized gains or losses on sales of investments are based on the firstF-in, first-out or the specific identification method. Realized and unrealized gains or losses on investments are recorded in the statements of operations as realized and unrealized gains or losses as net revenue. All investment securities are held and transacted by the Company’s broker firm.8

~~All~~ASC 810 requires that the ~~investments~~investor with the controlling financial interest should consolidate the investee/affiliate. ASC 810-10 requires that ~~are~~an ~~listed~~equity oninterest investor consolidates a ~~securities~~VIE ~~exchange~~when ~~are~~it ~~valued~~retains atan ~~their~~investment ~~last~~in ~~sales~~the ~~price~~entity, onis considered a variable interest investor in the entity, and is the primary ~~securities~~beneficiary ~~exchange~~of onthe ~~which~~entity. An investor in a VIE is a “variable interest beneficiary” when, per an arrangement’s ~~such~~governing ~~securities~~documents, ~~are~~the ~~traded~~investor onwill ~~such~~absorb ~~date~~a portion of the VIE’s expected losses or will receive a portion of the entity’s “residual returns.” ~~Securities~~The variable interest beneficiary retaining a controlling financial interest in the VIE is designated as its “primary beneficiary” and must consolidate the VIE. A variable interest beneficiary retains a “controlling financial interest” in a VIE when that ~~are~~beneficiary ~~not~~retains ~~listed~~the onpower ~~any~~to ~~exchange~~direct ~~but~~the ~~are~~activities ~~traded~~of the VIE that have the greatest influence over- the~~-counter~~ ~~are~~VIE’s ~~valued~~economic atperformance and retains an obligation to absorb the VIE’s significant losses or the right to receive benefits from the ~~mean~~VIE ~~between~~that could potentially be significant to the ~~last~~VIE. Based on the ASC 810 test above, Video River Networks Inc. is the primary beneficiary of Video River Networks, Inc. (the “~~bid~~VIE”) because Video River Networks retained a controlling financial interest in the VIE and ~~“ask”~~has ~~price~~the ~~for~~power ~~such~~to ~~security~~direct onthe ~~such~~activities ~~date.~~of ~~The~~the ~~Company~~VIE, ~~does~~having ~~not~~the ~~have~~greatest ~~any~~influence over the VIE’s economic ~~investment~~performance ~~securities~~and ~~for~~retains ~~which~~an ~~market~~obligation ~~quotes~~to ~~are~~absorb ~~not~~the ~~readily~~VIE’s ~~available~~significant losses and the right to determine and receive benefits from the VIE.

~~The Company’s~~NOTE ~~trading~~2. ~~securities~~GOING ~~are held by a third-party brokerage firm, and composed of publicly traded companies with readily available fair value which are quoted prices in active markets.~~CONCERN

~~Related~~Our financial statements ~~Party~~are ~~Transactions:~~prepared using accounting principles generally accepted in the United States of America applicable to a going concern, which contemplates the realization of assets and the liquidation of liabilities in the normal course of business. For the year ended December 31, 2024, we reported operating revenue of $0 and a one-time income of $1,562,067 from disposition of an operating unit, and an accumulated deficit of $17,928,164. These conditions raise substantial doubt about our ability to continue as a going concern. The financial statements do not include any adjustments to reflect the possible future effects on the recoverability and classification of assets or the amounts and classification of liabilities that may result from the outcome of these uncertainties. Our ability to continue as a going concern is dependent upon our ability to raise debt or equity funding to meet our ongoing operating expenses and ultimately in merging with another entity with experienced management and profitable operations. No assurances can be given that we will be successful in achieving these objectives.

~~A related~~NOTE party is generally defined as (i) any person that holds 10% or more of our membership interests including such person’s immediate families, (ii) our management, (iii) someone that directly or indirectly controls, is controlled by or is under common control with us, or (iv) anyone who can significantly influence our financial and operating decisions3. ASUMMARY ~~transaction~~OF ~~is considered to be a related~~SIGNIFICANT ~~party~~ACCOUNTING ~~transaction when there is a transfer of resources or obligations between related parties.~~POLICIES

~~Revenue, Assets~~Basis ~~and Liabilities~~ of ~~Consolidated Subsidiary and Financial Statement Relationship~~Presentation

~~As at~~The ~~December~~summary ~~31,~~of ~~2023~~significant accounting ~~Video~~policies ~~River~~is ~~Networks,~~presented ~~Inc.~~to ~~has~~assist ~~a 81.75% controlling stake~~ in ~~Kid~~the ~~Castle~~understanding ~~Educational Corporation. Because~~ of the ~~consolidated~~ ~~subsidiary~~financial ~~relationship~~statements. ~~between~~These ~~these~~policies ~~two~~conform ~~companies,~~to ~~the~~accounting ~~singular~~principles generally ~~Revenue,~~accepted ~~Assets~~in ~~and Liabilities recognized and disclosed on~~ the ~~financial~~United ~~statements~~States of ~~Kid~~America ~~Castle~~and ~~Educational~~have ~~Corporation~~been ~~are~~consistently ~~also~~applied. ~~recognized~~The ~~and~~Company ~~disclosed~~has onelected ~~the~~a ~~financial~~calendar ~~statements~~year of ~~Video~~December ~~River~~31 ~~Networks, Inc~~year-end. ~~pursuant to ASC 810.~~

~~F-10~~Principles of Consolidation

~~Leases:~~The consolidated financial statements include the accounts of the Company, its subsidiaries, in which the Company has a controlling voting interest and entities consolidated under the variable interest entities (“VIE”) provisions of ASC 810, “Consolidation” (“ASC 810”). The consolidated financial statements include the Company and Video River Networks, Inc. and all of its controlled subsidiary companies. All significant intercompany accounts and transactions have been eliminated. Investments in business entities in which we do not have control, but we have the ability to exercise significant influence over operating and financial policies (generally 20% to 50% ownership) are accounted for using the equity method of accounting. Operating results of acquired businesses are included in the Consolidated Statements of Income from the date of acquisition. We consolidate variable interest entities if we have operational and financial control, and are deemed to be the >50.1% beneficiary of the profit and loss of the entity. Operating results for variable interest entities in which we are determined to be the primary beneficiary are included in the Consolidated Statements of Income from the date such determination is made.

~~In February 2016, the FASB issued ASU 2016~~F-02, “Leases” that requires for leases longer than one year, a lessee to recognize in the statement of financial condition a right-of-use asset, representing the right to use the underlying asset for the lease term, and a lease liability, representing the liability to make lease payments. The accounting update also requires that for finance leases, a lessee recognize interest expense on the lease liability, separately from the amortization of the right-of-use asset in the statements of earnings, while for operating leases, such amounts should be recognized as a combined expense. In addition, this accounting update requires expanded disclosures about the nature and terms of lease agreements. The Company has reviewed the new standard and does not expect it to have a material impact to the statement of financial condition or its net capital.9

Prior to January 1, 2019, the Company accounted for leases under Accounting Standards Codification (ASC) 840, Accounting for Leases. Effective from January 1, 2019, the Company adopted the guidance of ASC 842, Leases, which requires an entity to recognize a rightCOVID-~~of-use~~19 ~~asset and a lease liability for virtually all leases. On February 25~~Risks, ~~2016, the FASB issued Accounting Standards Update No. 2016-02, Leases~~Impacts ~~(Topic 842), to increase transparency~~ and comparability among organizations by recognizing lease assets and lease liabilities on the balance sheet and disclosing key information about leasing transactions. ASC 842 requires that lessees recognize right of use assets and lease liabilities calculated based on the present value of lease payments for all lease agreements with terms that are greater than twelve months. It requires for leases longer than one year, a lessee to recognize in the statement of financial condition a right·of·use asset, representing the right to use the underlying asset for the lease term, and a lease liability, representing the liability to make lease payments. ASC 842 distinguishes leases as either a finance lease or an operating lease that affects how the leases are measured and presented in the statement of operations and statement of cash flows. ASC 842 supersedes nearly all existing lease accounting guidance under GAAP issued by the Financial Accounting Standards Board (“FASB”) including ASC Topic 840, Leases.Uncertainties

~~The accounting~~COVID-19 ~~update~~Risks, ~~also~~Impacts ~~requires~~and Uncertainties ~~that~~— ~~for~~We ~~finance~~are ~~leases,~~subject ato ~~lessee~~the ~~recognize~~risks ~~interest~~arising ~~expense~~from COVID-19’s impacts on the ~~lease~~residential ~~liability,~~real ~~separately~~estate ~~from~~industry. Our management ~~the~~believes ~~amortization~~that ofthese impacts, which include but are not limited to the ~~right-~~following, could have a significant negative effect on our future financial position, results of~~-use~~ ~~asset~~operations, and cash flows: (i) prohibitions or limitations on in-person ~~the~~activities ~~statements~~associated with residential real estate transactions; (ii) lack of ~~earnings,~~consumer ~~while~~desire for ~~operating~~in-person ~~leases~~interactions and physical home tours; and (iii) deteriorating economic conditions, such ~~amounts~~as ~~should~~increased beunemployment ~~recognized~~rates, recessionary conditions, lower yields on individuals’ investment portfolios, and asmore astringent ~~combined~~mortgage ~~expense~~financing conditions. In addition, ~~this~~we ~~accounting~~have ~~update~~considered ~~requires~~the ~~expanded~~impacts ~~disclosures~~and ~~about~~uncertainties ~~the~~of ~~nature~~COVID-19 in our use of estimates in preparation of our consolidated financial statements. These estimates include, but are not limited to, likelihood of achieving performance conditions under performance-based equity awards, net realizable value of inventory, and ~~terms~~the fair value of ~~lease~~reporting ~~agreements~~units and goodwill for impairment.

~~The~~Since April 2020, following ~~Company~~the ~~does~~government ~~not~~lockdown ~~have~~order, ~~operating~~we asked all employees to begin to work from their homes and ~~financing~~we ~~leases~~also Asreduced the number of ~~December~~hours ~~31,~~available to ~~2023~~each of our employees by approximately by approximately 75%. ~~The~~These ~~adoption~~actions oftaken ~~ASC~~in ~~842~~response ~~did~~to ~~not~~the ~~materially~~economic impact ~~our results~~ of ~~operations,~~COVID-19 ~~cash~~on our ~~flows,~~business orresulted ~~presentation~~in ~~thereof.~~a ~~The~~reduction ~~Company~~of ~~has~~productivity ~~reviewed~~for the ~~new~~year ~~standard~~ended December 31, 2024 and ~~does~~subsequent ~~not~~quarterly ~~expect~~periods. itAll cost related to ~~have~~these aactions ~~material impact~~are toincluded ~~the~~in ~~statement~~general ofand ~~financial~~administrative ~~condition~~expenses, oras ~~its~~these ~~net~~costs ~~capital~~were determined to be direct and incremental.

~~Income Taxes:~~Use of Estimates and Assumptions

~~Under the~~The ~~asset~~preparation ~~and~~of ~~liability~~financial statements ~~method~~in ~~prescribed~~conformity ~~within~~with ~~ASC~~generally ~~740,~~accepted ~~Income~~accounting ~~Taxes,~~principles ~~the~~(“GAAP”) ~~Company~~requires ~~recognizes~~management ~~deferred~~to ~~tax~~make ~~assets~~estimates and ~~liabilities for~~ ~~the~~assumptions ~~future~~that ~~tax~~affect ~~consequences~~the ~~attributable~~reported ~~to differences between financial statement carrying~~ amounts of assets and liabilities and ~~their respective~~disclosure ~~tax~~of ~~bases.~~contingent ~~Deferred tax~~ assets and liabilities ~~are~~at ~~measured using enacted tax rates expected to apply to taxable income in~~ the ~~years in which those temporary differences are expected to be realized or settled. The effect~~ date of athe ~~change~~financial instatements ~~tax rates on deferred tax assets~~ and ~~liabilities is recognized in income in~~ the ~~period~~reported ~~that~~amounts ~~includes the enactment date. The realizability~~ of ~~deferred~~revenues ~~tax assets is assessed throughout the year~~ and aexpenses ~~valuation~~during ~~allowance is recorded if necessary, to reduce net deferred tax assets to~~ the ~~amount more~~reporting ~~likely than not to be realized~~period. ~~Certain~~Actual ~~prior~~results ~~period~~could ~~deferred~~differ from ~~tax~~those ~~disclosures were reclassified to conform with current period presentation~~estimates.

~~F-11~~Cash and Cash Equivalents

~~ASC 740~~We ~~provides~~maintain ~~that~~cash balances in a ~~tax~~non-interest-bearing ~~benefit~~account ~~from~~that ancurrently ~~uncertain~~does ~~tax~~not ~~position~~exceed ~~may~~federally beinsured ~~recognized~~limits. ~~when~~For itthe ispurpose ~~more~~of ~~likely~~the ~~than~~statements ~~not~~of ~~that~~cash ~~the position will~~flows, beall ~~sustained~~highly ~~upon~~liquid ~~examination,~~investments ~~including~~with ~~resolutions~~a maturity of ~~any~~three ~~related~~months ~~appeals~~ or ~~litigation~~less ~~processes,~~are ~~based~~considered onto ~~the~~be ~~technical~~cash ~~merits~~equivalents. As of ~~the~~ ~~position.~~December ~~ASC~~31, ~~740~~2024 ~~also~~and 2023 ~~provides~~we ~~guidance~~did onmaintain ~~measurement~~$23,215 ~~derecognition, classification, interest~~ and ~~penalties~~$7,009 ~~accounting~~balance inof ~~interim periods,~~cash ~~disclosure,~~equivalents ~~and transition~~respectively.

~~The Company’s~~Financial practice is to recognize interest accrued related to unrecognized tax benefits in interest expense and penalties in selling and administrative expense. As of December 31, 2023, the Company had no accrued interest or penalties on unrecognized tax benefits.Instruments

The ~~provision~~ ~~for~~estimated ~~income~~fair ~~taxes is computed using the asset and liability method, under which deferred tax assets and liabilities are recognized~~values for ~~the~~financial ~~expected~~instruments ~~future~~were ~~tax~~determined ~~consequences~~at ofdiscrete ~~temporary~~points ~~differences~~in ~~between~~time ~~the~~based ~~financial~~on ~~reporting~~relevant ~~and~~market ~~tax~~information. ~~bases~~These ofestimates ~~assets~~involved ~~and liabilities,~~uncertainties and ~~for~~could ~~operating~~not ~~losses~~be ~~and~~determined ~~tax~~with ~~credit carry-forwards~~precision. ~~Deferred~~The ~~tax~~carrying ~~assets~~amount ~~and~~of ~~liabilities are measured using~~ the ~~currently~~our ~~enacted tax~~accounts ~~rates~~payable ~~that~~and ~~apply~~accruals, toour ~~taxable~~accruals- ~~income~~related inparties and ~~effect~~loans ~~for~~– ~~the~~related ~~years~~parties inapproximate ~~which~~their ~~those~~fair ~~tax~~values ~~assets~~because ~~are~~of ~~expected to be realized or settled. We record a valuation allowance to reduce deferred tax assets to~~ the ~~amount~~short-term ~~that~~maturities isof ~~believed~~these ~~more likely than not to be realized~~instruments.

~~Uncertain Tax~~Fair ~~Positions~~Value Measurements:

~~We evaluate~~ASC ~~tax~~Topic ~~positions~~820, inFair aValue Measurements ~~two-step~~and ~~process.~~Disclosures We(“ASC ~~first~~820”), ~~determine~~provides ~~whether~~a itcomprehensive isframework ~~more~~for ~~likely~~measuring ~~than~~fair ~~not~~value ~~that~~and aexpands ~~tax position will be sustained~~disclosures ~~upon~~which ~~examination,~~are ~~based~~required onabout ~~the~~fair ~~technical~~value ~~merits of the position~~measurements. IfSpecifically, aASC ~~tax~~820 ~~position~~sets ~~meets~~forth ~~the~~a ~~more-likely-than-not~~definition ~~recognition~~of ~~threshold it~~fair isvalue ~~then~~and ~~measured~~establishes toa ~~determine~~hierarchy prioritizing the ~~amount~~inputs ~~of benefit~~ to ~~recognize~~valuation intechniques, ~~the~~giving ~~financial statements. The tax position is measured as~~ the ~~largest~~ ~~amount~~highest ofpriority ~~benefit~~to ~~that~~quoted isprices ~~greater~~in ~~than~~active ~~50%~~markets ~~likely~~for ofidentical ~~being~~assets ~~realized upon ultimate settlement. We classify gross interest~~ and ~~penalties~~liabilities and ~~unrecognized~~the ~~tax~~lowest ~~benefits~~priority ~~that are not expected~~ to ~~result~~unobservable invalue ~~payment~~inputs. orASC ~~receipt~~820 ofdefines ~~cash~~the ~~within~~hierarchy ~~one year~~ as ~~long term liabilities in the financial statements.~~follows:

~~Revenue Recognition:~~F-10

~~The Company~~Level recognizes revenue in accordance with the Financial Accounting Standards Board (“FASB”) Accounting Standards Codification (“ASC”) 606, Revenue from Contracts with Customers, which requires that five basic steps be followed to recognize revenue: (1) a– ~~legally~~Quoted ~~enforceable contract that meets criteria standards as to composition and substance is identified; (2) performance obligations~~prices ~~relating to provision of goods or services to the customer~~ are ~~identified;~~available ~~(3)~~in ~~the~~active ~~transaction~~markets ~~price,~~for ~~with~~identical ~~consideration~~assets ~~given to any variable, noncash,~~ or ~~other~~liabilities ~~relevant~~as ~~consideration, is determined; (4) the transaction price is allocated to the performance obligations; and (5) revenue is recognized when control~~ of ~~goods or services is transferred to~~ the ~~customer~~reported ~~with consideration given, whether that control happens over time or not~~date. ~~Determination~~The types of ~~criteria~~assets ~~(3)~~ and ~~(4)~~liabilities ~~are based on our management’s judgments regarding the fixed~~included ~~nature~~in ofLevel ~~the~~1 ~~selling~~are ~~prices~~highly ofliquid ~~the products~~ and ~~services~~actively ~~delivered~~traded ~~and~~instruments ~~the~~with ~~collectability~~quoted ofprices, ~~those~~such ~~amounts.~~as ~~The~~equities ~~adoption~~listed ofon ~~ASC 606 did not result in a change to~~ the ~~accounting~~New ~~for~~York ~~any~~Stock ~~of the in-scope revenue streams; as such, no cumulative effect adjustment was recorded~~Exchange.

~~The Company~~Level ~~generates revenue primarily from: (1) the sale of homes/properties, (~~2) ~~commissions~~– ~~and~~Pricing ~~fees~~inputs are ~~charged~~other onthan ~~each~~quoted ~~real~~prices ~~estate~~in ~~services transaction~~active ~~closed~~markets bybut ~~our~~are ~~lead~~either ~~agents~~directly or ~~partner~~indirectly ~~agents,~~observable ~~and~~as ~~(3) sales~~ of trading securities using its broker firm, less original purchase cost. Net trading revenues primarily consist of revenues from trading securities earned upon completion of trade, net of any trading fees. A trading is completed when earned and recognized at a point in time, on a trade-date basis, as the ~~Company~~reported ~~executes trades~~date. The ~~Company~~ ~~records~~types ~~trading revenue on a net basis, trading sales less original purchase cost. Net realized gains and losses from securities~~of ~~transactions~~assets ~~are determined for federal income tax~~ and ~~financial~~liabilities ~~reporting purposes on the first-~~in, ~~first-out~~Level ~~method~~2 ~~and represent proceeds on disposition of investments less the cost basis of investments. Sale of real estate properties~~ are ~~recognized~~typically ateither ~~the~~comparable ~~sales~~to ~~price/amount and~~actively ~~the~~traded ~~total~~securities ~~cost~~or ~~(including~~contracts ~~cost~~or ofpriced ~~rehabilitations) associated~~ with ~~the~~models ~~property acquisition and rehabilitation are classified in~~using ~~Cost~~highly ofobservable ~~Goods Sold (COGS)~~inputs.

~~F-12~~Level 3 – Significant inputs to pricing that are unobservable as of the reporting date. The types of assets and liabilities included in Level 3 are those with inputs requiring significant management judgment or estimation, such as complex and subjective models and forecasts used to determine the fair value of financial transmission rights.

~~Entrepreneurship~~Our financial instruments ~~Development~~consist ~~Initiative~~of ~~Revenue:~~accounts payable and accruals and our accruals- related parties. The carrying amount of the out accounts payable and accruals, accruals- related parties and loans – related parties approximates their fair values because of the short-term maturities of these instruments.

~~Alpharidge Capital~~Investment ~~LLC, an operating subsidiary of the Company operates an Entrepreneurship Development Initiative through which it acquires abandoned~~– ~~shell~~Trading companies that are listed on the OTC expert market with the goal of cleaning them up and deploying them into the capital markets for possible merger/acquisition to small businesses that are looking for vehicles to help boost their businesses and create jobs for their family and friends. Alpharidge’s process flows as follows: (1) The acquisition of control of abandoned shell/pubco through cash-purchase of custodianship process. All shells/pubcos acquired are held in the name of Alpharidge or one of its affiliates; (2) Alpharidge cleanse and revives the shell/pubcos; (3) Alpharidge issues control-block-shares of the pubco to CED Capital an affiliate company, to hold in trust for Alpharidge. (4) CED sells the control-block-shares of the pubco to buyers in exchange for cash or notes. The cash component goes to Alpharidge immediately, while the note is simultaneously assigned to Alpharidge; and (5) Alpharidge releases control of the pubco to the new buyer and recognize the revenue from the sale done on its behalf by CED Capital. As at December 31, 2023 the Company recognized $1,513,535 in Entrepreneurship Development Initiative Revenue consisting of $1,416,785 from shell/pubco sales and $96,750 from accrued interest.Securities

~~Revenue~~All investment securities ~~Recognition~~are –classified ~~Sale~~as trading securities and are carried at fair value in accordance with ASC 320 Investments — Debt and Equity Securities. Investment transactions are recorded on a trade date basis. Realized gains or losses on sales of ~~homes/properties~~investments are based on the first-in, first-out or the specific identification method. Realized and unrealized gains or losses on investments are recorded in the statements of operations as realized and unrealized gains or losses as net revenue. All investment securities are held and transacted by the Company’s broker firm.

~~This~~All investments that are ~~business~~listed ~~segment~~on ~~produced~~a ~~zero~~securities ~~revenue~~exchange ~~during~~are valued at their last sales price on the ~~year~~primary ~~ended~~securities ~~December~~exchange ~~31,~~on ~~2023~~which such securities are traded on such date. Securities that are not listed on any exchange but are traded over-the-counter are valued at the mean between the last “bid” and “ask” price for such security on such date. The Company does not have any investment securities for which market quotes are not readily available.

~~Revenue~~The Company’s trading ~~Recognition~~securities –are ~~Principal~~held ~~(securities)~~by ~~transactions~~a third-party brokerage firm, and composed of publicly traded companies with readily available fair value which are quoted prices in active markets.

~~The Company~~Related ~~records~~Party ~~securities transactions and related revenue and expenses on a trade-date basis. Other income is recognized when earned.~~Transactions:

~~Interest~~A related party is generally ~~Income~~defined as (i) any person that holds 10% or more of our membership interests including such person’s immediate families, (ii) our management, (iii) someone that directly or indirectly controls, is controlled by or is under common control with us, or (iv) anyone who can significantly influence our financial and ~~Expense~~operating decisions. A transaction is considered to be a related party transaction when there is a transfer of resources or obligations between related parties.

~~The Company~~Revenue, ~~earns~~Assets ~~interest income~~ and ~~incurs interest expense primarily in connection with its electronic brokerage customer business and~~Liabilities ~~its~~of ~~securities~~Consolidated ~~lending~~Subsidiary ~~activities, which are recorded on an accrual basis~~ and ~~are~~Financial ~~included~~Statement ~~in interest income and interest expense, respectively, in the condensed consolidated statements of comprehensive income.~~Relationship

~~During~~As at December 31, 2024 Video River Networks, Inc. has a 81.75% controlling stake in Kid Castle Educational Corporation. Because of the ~~year~~consolidated ~~ended~~subsidiary ~~December~~relationship between 31these two companies, ~~2023~~the singular Revenue, Assets and Liabilities recognized and disclosed on the ~~Company~~financial ~~did~~statements of Kid Castle Educational Corporation are also recognized ~~revenue~~and disclosed on the financial statements of ~~$96~~Video River Networks,~~750~~ inInc. ~~net~~pursuant ~~interest~~to ASC ~~income~~810.

~~Principal Transactions~~F-11

Principal transactions include gains and losses as a result of changes in the fair value of financial instruments owned, at fair value, financial instruments sold, but not yet purchased, at fair value, and other investments measured at fair value (i.e., unrealized gains and losses) and realized gains and losses related to the Company’s principal transactions. Included are net gains and losses on stocks, options, U.S. and foreign government securities, municipal securities, futures, foreign exchange, precious metals and other derivative instruments, which are reported on a net basis in other income in the condensed consolidated statements of comprehensive income. Dividends are integral to the valuation of stocks. Accordingly, dividend income and expense attributable to financial instruments owned, at fair value and financial instruments sold, but not yet purchased, at fair value, are reported on a net basis in other income in the condensed consolidated statements of comprehensive income.Leases:

~~During~~ In February 2016, the FASB issued ASU 2016-02, “Leases” that requires for leases longer than one year, ~~ended~~a ~~December~~lessee 31to recognize in the statement of financial condition a right-of-use asset, ~~2023~~representing the right to use the underlying asset for the lease term, and a lease liability, representing the ~~Company~~liability ~~did~~to ~~recognized~~make ~~net~~lease ~~revenue~~payments. ~~$(848~~The accounting update also requires that for finance leases,~~922)~~ a lessee recognize interest expense on the lease liability, separately from ~~principal~~the ~~transaction~~amortization of the right-of-use asset in the statements of earnings, while for operating leases, such amounts should be recognized as a combined expense. In addition, this accounting update requires expanded disclosures about the nature and terms of lease agreements. The Company has reviewed the new standard and does not expect it to have a material impact to the statement of financial condition or its net capital.

FPrior to January 1, 2019, the Company accounted for leases under Accounting Standards Codification (ASC) 840, Accounting for Leases. Effective from January 1, 2019, the Company adopted the guidance of ASC 842, Leases, which requires an entity to recognize a right-13of-use asset and a lease liability for virtually all leases. On February 25, 2016, the FASB issued Accounting Standards Update No. 2016-02, Leases (Topic 842), to increase transparency and comparability among organizations by recognizing lease assets and lease liabilities on the balance sheet and disclosing key information about leasing transactions. ASC 842 requires that lessees recognize right of use assets and lease liabilities calculated based on the present value of lease payments for all lease agreements with terms that are greater than twelve months. It requires for leases longer than one year, a lessee to recognize in the statement of financial condition a right·of·use asset, representing the right to use the underlying asset for the lease term, and a lease liability, representing the liability to make lease payments. ASC 842 distinguishes leases as either a finance lease or an operating lease that affects how the leases are measured and presented in the statement of operations and statement of cash flows. ASC 842 supersedes nearly all existing lease accounting guidance under GAAP issued by the Financial Accounting Standards Board (“FASB”) including ASC Topic 840, Leases.

~~Contract~~The accounting update also ~~balances~~requires that for finance leases, a lessee recognize interest expense on the lease liability, separately from the amortization of the right-of-use asset in the statements of earnings, while for operating leases, such amounts should be recognized as a combined expense. In addition, this accounting update requires expanded disclosures about the nature and terms of lease agreements.

~~Substantially all~~The ~~receivables~~Company ~~from~~does ~~contracts~~not ~~with~~have operating ~~customers~~and ~~within~~financing ~~the~~leases ~~scope~~As of ~~Accounting~~December ~~Standards~~31, ~~Codification~~2024. (The adoption of ASC) ~~606~~842 ~~Revenue~~did ~~From~~not ~~Contracts With~~materially ~~Customers~~impact ~~(ASC~~our ~~606)~~results of operations, ~~are~~cash flows, ~~included~~or inpresentation ~~other~~thereof. ~~assets~~The onCompany has reviewed the ~~condensed~~new ~~consolidated~~standard ~~balance~~and ~~sheets~~does not expect it to have a material impact to the statement of financial condition or its net capital.

~~Unsatisfied performance~~Income ~~obligations~~Taxes:

WeUnder the asset and liability domethod ~~not~~prescribed ~~have~~within ~~any~~ASC ~~unsatisfied~~740, ~~performance~~Income ~~obligations~~Taxes, ~~other~~the ~~than~~Company ~~those~~recognizes ~~that~~deferred ~~are~~tax ~~subject~~assets and liabilities for the future tax consequences attributable to andifferences ~~elective~~between ~~practical~~financial ~~expedient~~statement ~~under~~carrying ~~ASC~~amounts ~~606~~of assets and liabilities and their respective tax bases. Deferred ~~The~~tax ~~practical~~assets ~~expedient~~and ~~applies~~liabilities toare ~~and~~measured isusing ~~elected~~enacted ~~for~~tax ~~contracts~~rates ~~where~~expected weto ~~recognize~~apply ~~revenue~~to attaxable income in the ~~amount~~years toin which wethose ~~have~~temporary differences ~~the~~are ~~right~~expected to be realized or settled. The effect of a change in tax rates on deferred tax assets and liabilities is recognized ~~invoice~~in ~~for~~income ~~services~~in ~~performed~~the period that includes the enactment date. ~~During~~The realizability of deferred tax assets is assessed throughout the year ~~ended~~and a ~~December~~valuation ~~31,~~allowance ~~2023~~is recorded if necessary, ~~the~~to ~~Company~~reduce ~~did~~net ~~not~~deferred ~~have~~tax ~~any~~assets ~~unsatisfied~~to ~~performance~~the ~~obligations (other~~amount more likely than ~~those~~not ~~that~~to ~~are~~be ~~subject~~realized. toCertain prior anperiod ~~elective~~deferred ~~practical~~tax ~~expedient~~disclosures ~~under~~were ~~ASC~~reclassified ~~606)~~to conform with current period presentation.

~~Revenue~~ASC 740 provides that a tax ~~Recognition~~benefit –from ~~Entrepreneurship~~an ~~Development~~uncertain tax position may be recognized when it is more likely than not that the position will be sustained upon examination, including resolutions of any related appeals or litigation processes, based on the technical merits of the position. ASC 740 also provides guidance on measurement, derecognition, classification, interest and penalties, accounting in interim periods, disclosure, and transition.

Under ASC 606, an entity should recognize revenue to depict the transfer of 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. FASB ASC 606F-10-05-3 through 05-4 and 606-10-10-2 through 10-4. To achieve the core principle of ASC 606, an entity should take the following actions: Step 1: Identify the contract with a customer; Step 2: Identify the performance obligations in the contract; Step 3: Determine the transaction price; Step 4: Allocate the transaction price; and Step 5: Recognize revenue when or as the entity satisfies a performance obligation.12

~~Revenue~~The Company’s practice is ~~recognized~~to ~~when~~recognize ainterest ~~company~~accrued ~~satisfies~~related ~~a performance obligation by transferring a promised good or service~~ to aunrecognized ~~customer~~tax ~~(which~~benefits isin ~~when the~~interest ~~customer~~expense ~~obtains control of that good or service). An entity should consider the terms of the contract~~ and ~~all~~penalties ~~relevant~~in ~~facts~~selling and ~~circumstances~~ ~~when applying the revenue recognition standard~~administrative expense. AnAs ~~entity~~of ~~should~~December ~~apply~~31, ~~the revenue recognition standard~~2024, ~~including~~ the ~~use~~ ofCompany ~~any~~had ~~practical~~no ~~expedients,~~accrued ~~consistently~~interest toor ~~contracts~~penalties ~~with~~on ~~similar~~unrecognized ~~characteristics~~tax ~~and in similar circumstances~~benefits.

AsThe provision for income oftaxes ~~December~~is ~~31,~~computed ~~2023,~~using ~~our~~the ~~Entrepreneurship~~asset ~~Development~~and ~~Revenue~~liability ~~was~~method, ~~derived~~under ~~from~~which ~~the~~deferred ~~sale~~tax ofassets ~~asset~~and ~~(control~~liabilities inare ~~pubco)~~recognized tofor the ~~buyer who~~expected ~~assumes~~future ~~control~~tax consequences of ~~the~~temporary ~~pubco~~differences atbetween the ~~close~~financial ofreporting ~~the~~and ~~sales~~tax ~~transaction.~~bases Aof ~~sale~~assets ~~transaction~~and ~~could~~liabilities, ~~involve~~and ~~cash-only,~~for ~~cash~~operating losses and ~~note,~~tax orcredit ~~note~~carry-~~only~~forwards. ~~For~~ ~~the~~Deferred ~~contract~~tax ~~that~~assets ~~includes~~and ~~financing~~liabilities orare ~~convertible~~measured ~~note,~~using the ~~seller~~currently ~~evaluated~~enacted ~~the~~tax ~~collectibility~~rates ofthat ~~the~~apply to ~~transaction~~taxable ~~price,~~income ~~and~~in ~~the probability~~effect ~~that~~for the ~~seller~~years ~~will~~in ~~collect~~which ~~the~~those ~~consideration~~tax assets are expected to be realized or settled. ~~Seller~~We ~~addressed~~record a valuation allowance to reduce deferred tax assets to the ~~risk~~amount ofthat ~~collectability~~is bybelieved ~~using~~more alikely ~~convertible~~than ~~note~~not ~~with very~~to ~~favorable~~be ~~conversion~~realized.

~~Determining whether~~Uncertain aTax ~~sale is to a customer~~Positions: Per ASC 610-20-15-4(a), if the counterparty in the transaction is a customer and the assets being transferred are an output of the reporting entity’s ordinary activities, the transaction is within the scope of ASC 606. As stated in ASC 606, a customer is a party that has contracted with an entity to obtain goods or services that are an output of the reporting entity’s ordinary activities in exchange for consideration (e.g., a car manufacturer sells a car that it produced to a customer, a homebuilder sells a home that it developed to a customer).

~~Step~~We evaluate tax positions 1:in Aa ~~sales~~two-step ~~contract/agreement~~process. ~~(SPA)~~We first determine whether it is ~~used~~more tolikely ~~consummate~~than not that a tax position will be sustained upon examination, based on the ~~sale~~technical merits of the position. ~~Buyer~~If ~~and~~a ~~seller~~tax ~~signed~~position meets the ~~SPA~~more-likely-than-not ~~and~~recognition ~~other~~threshold ~~collateral~~it ~~documents~~is then measured to ~~including~~determine the ~~Notes~~amount ~~and~~of ~~other~~benefit ~~documents~~to ~~designed~~recognize toin ~~ensure~~the ~~collectability~~financial ifstatements. The tax position is measured as the ~~sale~~largest amount of benefit that is ~~cash-and-note~~greater orthan ~~note-only~~50% likely of being realized upon ultimate settlement. ~~Where~~We ~~the~~classify ~~sale~~gross ~~was~~interest and penalties and unrecognized tax benefits that are not anexpected ~~all-cash~~to ~~transaction,~~result ~~seller~~in ~~evaluated~~payment ~~the~~or ~~collectibility~~receipt of ~~the~~cash ~~transaction~~within ~~price,~~one oryear ~~the~~as ~~probability~~long ~~that~~term ~~the~~liabilities ~~seller~~in ~~will collect~~ the ~~consideration~~financial statements.

~~Step 2:~~Revenue Identify the performance obligations in the contract. All performance obligations under the SPA must be completed prior to the close of the transaction. Our Entrepreneurship Development revenue was only recognized after all performance obligations has been performed or completed.Recognition:

~~Step~~The Company recognizes revenue 3in accordance with the Financial Accounting Standards Board (“FASB”) Accounting Standards Codification (“ASC”) 606, Revenue from Contracts with Customers, which requires that five basic steps be followed to recognize revenue: ~~Determine~~(1) a legally enforceable contract that meets criteria standards as to composition and substance is identified; (2) performance obligations relating to provision of goods or services to the customer are identified; (3) the transaction price., ~~The~~with consideration given to any variable, noncash, or other relevant consideration, is determined; (4) the transaction price ~~for~~is ~~each~~allocated ~~sale~~to ~~recognized~~the asperformance ~~EDI~~obligations; and (5) revenue ~~was~~is recognized ~~listed~~when control of goods or services is transferred to the customer with consideration given, whether that control happens over time or not. Determination of criteria (3) and (4) are based on our management’s judgments regarding the ~~face~~fixed nature of the ~~contract~~selling prices of the products and services delivered and the collectability of those amounts. The adoption of ASC 606 did not result in a change to the accounting for any of the in-scope revenue streams; as such, no cumulative effect adjustment was recorded.

FThe Company generates revenue primarily from: (1) the sale of homes/properties, (2) commissions and fees charged on each real estate services transaction closed by our lead agents or partner agents, and (3) sales of trading securities using its broker firm, less original purchase cost. Net trading revenues primarily consist of revenues from trading securities earned upon completion of trade, net of any trading fees. A trading is completed when earned and recognized at a point in time, on a trade-14date basis, as the Company executes trades. The Company records trading revenue on a net basis, trading sales less original purchase cost. Net realized gains and losses from securities transactions are determined for federal income tax and financial reporting purposes on the first-in, first-out method and represent proceeds on disposition of investments less the cost basis of investments. Sale of real estate properties are recognized at the sales price/amount and the total cost (including cost of rehabilitations) associated with the property acquisition and rehabilitation are classified in Cost of Goods Sold (COGS).

Step 4: Allocate the transaction price. The transaction price is allocated based on the relative standalone selling price of each specific good or service promised to the customer. Since EDI revenue did not involve bundled services, rather EDI assets are accounted for as a standalone transaction, the total sale price is recognized immediately.F-13

~~Step 5:~~Entrepreneurship ~~Recognize revenue. Revenue is recognized as the seller satisfies a performance obligation by transferring control of the promised~~Development ~~good~~Initiative or service to the customer. As of December 31, 2023, we recognized all EDI sales completed in 2022 because we satisfied the performance obligation by transferring control of the pubco to the customer and made adequate provision for the collectability of the convertible notes.Revenue:

~~Entrepreneurship~~In previous reporting periods ~~Development~~while ~~revenues:~~Alpharidge ~~Revenues~~Capital ~~and~~LLC, ~~cost~~was ofan ~~revenues~~operating ~~from~~subsidiary ~~pubco-control~~of ~~sales~~KDCE, ~~are~~it ~~recognized~~operated atan ~~the~~Entrepreneurship ~~time~~Development ~~each~~Initiative ~~pubco-control~~through which isit ~~delivered~~acquires ~~and~~abandoned ~~title~~shell ~~and~~companies ~~possession~~that are ~~transferred~~listed toon the ~~buyer.~~OTC ~~For~~expert market with the ~~majority~~goal of ~~our~~cleaning ~~pubco-control~~them ~~closings,~~up ~~our~~and ~~performance~~deploying ~~obligation~~them into tothe ~~deliver~~capital amarkets ~~control~~for ofpossible ~~the~~merger/acquisition ~~pubco~~to issmall ~~satisfied~~businesses inthat ~~less~~are ~~than~~looking ~~one~~for ~~month~~vehicles ~~from~~to ~~the~~help ~~date~~boost atheir ~~binding~~businesses ~~sale~~and create ~~agreement~~jobs isfor ~~signed.~~their Infamily ~~certain~~and ~~circumstances where~~friends. weAlpharidge’s ~~have~~process ~~not~~flows ~~completed~~as ~~the~~follows: ~~cleaning~~(1) ~~process~~The toacquisition ~~rid~~of ~~the~~control ~~pubco~~ of ~~legacy~~abandoned ~~liabilities,~~shell/pubco through wecash-purchase ~~are~~of ~~not~~custodianship ~~able~~process. toAll ~~complete~~shells/pubcos ~~the~~acquired ~~sale~~are ~~under~~held ~~one month,~~in ~~and~~ the ~~sale~~name ~~may~~of ~~drag~~Alpharidge ~~for~~or upone toof 24its ~~months~~affiliates; (2) toAlpharidge ~~allow~~cleanse ~~buyer~~ and ~~seller~~revives ~~sufficient~~the ~~time~~shell/pubcos; to(3) ~~diligently~~Alpharidge ~~complete~~issues ~~the~~control-block-shares ~~cleanup~~of ~~work. To~~ the ~~extent~~pubco ~~these~~to ~~separate~~CED ~~performance~~Capital ~~obligations~~an ~~are~~affiliate company, ~~not~~to ~~complete~~hold ~~upon~~in ~~the~~trust ~~home~~for ~~closing,~~Alpharidge. we(4) ~~defer~~CED asells ~~portion~~the control-block-shares of the pubco~~-control~~ ~~sales revenues related~~ to ~~these~~buyers ~~obligations~~in ~~and~~exchange ~~subsequently~~for ~~recognize~~cash ~~the~~or ~~revenue~~notes. The ~~upon~~cash ~~completion~~component ofgoes ~~such~~to ~~obligations.~~Alpharidge Asimmediately, ofwhile ~~December~~the ~~31, 2022,~~note ~~the~~is ~~pubco-control~~simultaneously ~~sales~~assigned ~~revenues~~to Alpharidge; and ~~related~~(5) ~~costs~~Alpharidge wereleases control ~~deferred~~of ~~related~~the pubco to ~~these~~the ~~obligations~~new ~~were~~buyer ~~immaterial.~~and ~~Our~~recognize ~~contract~~the ~~liabilities, consist~~revenue offrom ~~deposits~~the ~~received~~sale ~~from~~done ~~customers~~on ~~for~~its ~~sold~~behalf ~~but~~by ~~undelivered~~CED ~~pubco-control~~Capital.

~~To account~~However, ~~for~~on ~~the~~January ~~initial~~12, ~~acquisition~~2024, ofdue to the ~~shells~~company’s need ~~through~~to ~~custodianship~~simplify ~~processes~~its orbalance ~~direct~~sheet ~~acquisition~~in ~~from~~order ~~other~~to ~~owners,~~approach ~~Alpharidge capitalizes~~the ~~all~~regulators ~~identifiable~~to ~~funds~~remove ~~advanced~~the toCaveat ~~each~~Emptor ~~shell~~tag tofrom ~~pay~~the ~~for~~company’s ~~its~~OTC ~~nominal~~Market profile, ~~activities~~the ~~including~~company ~~monthly~~sold ~~Transfer~~Alpharidge ~~Agent’s fees~~Capital LLC, ~~annual~~its ~~state~~main ~~charter~~operating ~~dues,~~subsidiary ~~OTCIQ~~to ~~access~~American ~~fees,~~Community ~~legal~~Capital, ~~accounting~~LP., ~~reporting~~a California limited partnership controlled by our President and ~~publication~~CEO ~~cost~~Mr. ~~Each~~Frank ~~cost~~I isIgwealor, ~~accumulated~~in ~~under the~~exchange ~~related~~for ~~asset~~cash aspayment ~~long-term~~of ~~receivable~~$1,562,067 ~~from~~payable ~~that~~in ~~entity.~~two Ithundred and isforty ~~classified~~(240) asequal ~~long-term~~monthly ~~receivable~~payments ~~because~~of it$6510, isbeginning ~~only~~on ~~paid~~July ~~off~~1, ~~when the~~2024. ~~shell~~As isat ~~sold~~the totime ~~prospective~~of ~~entrepreneurs.~~confirmation ~~Upon~~of ~~sale~~the transaction, the ~~sale~~combined average ~~price~~market iscapitalization ~~recognized~~of asNIHK ~~EDI~~and ~~revenue~~KDCE ~~while~~was $1,086,677 ($729,482 for NIHK, and $357,195 for KDCE), showing the ~~accumulated~~FAIR ~~costs/receivable~~MARKET value isof ~~expensed~~the astwo ~~EDI~~parents ~~Cost~~of Alpharidge to have a combined market value of ~~Sales~~$1,086,677.

~~Sales Incentives:~~As Inat ~~order~~December ~~to promote sales of our pubco-control~~31, we2024 ~~may offer buyers’ agent sales incentives. These incentives vary by type of incentive and by amount on cash component of~~ the ~~transaction and on a pubco-by-pubco basis. Incentives are reflected as a~~ ~~reduction~~Company indid ~~pubco-control~~recorded ~~sales~~$0 ~~revenues. Incentives are recognized at the time the pubco-control is delivered to the buyer and we receive the sales proceeds~~ in ~~either~~Entrepreneurship ~~cash~~Development orInitiative ~~notes~~Revenue.

~~During the~~Revenue ~~year~~Recognition ~~ended~~– ~~December~~Sale ~~31, 2023, the Company did recognized revenue~~ of $1homes/properties,416,785 from the Entrepreneurship Development Initiative. The Company did not have any unsatisfied performance obligations that is related to this revenue. While the sale prices differ from one pubco to another, terms of payment is the major determinant of the sale-price. All-cash deals are the cheapest at less than $75,000. While hybrid options that combined small cash outlay with 24 months Convertible Notes are the most affordable. As at December 31, 2023, Alpharidge has sold fifteen shells altogether with prices ranging between $25,000 and $475,000 each in cash, equities, and convertible notes payable, totaling $3,760,033 for the period. The Company also recorded $96,750 in interest income from its Entrepreneurship Development Initiative.

~~Advertising~~This business segment produced zero revenue during ~~Costs:~~the year ended December 31, 2024.

~~We expense~~Revenue ~~advertising~~Recognition ~~costs~~– ~~when~~Principal ~~advertisements occur. During the year ended December 31, 2023, the Company did recognized advertising~~(securities) ~~costs of $414 compared to $4,451 it spent during the year ended December 31, 2022.~~transactions

~~Concentrations~~The Company records securities transactions and related ofrevenue ~~Credit~~and ~~Risk~~expenses on a trade-date basis. Other income is recognized when earned.

~~The~~Interest ~~Company’s~~Income ~~financial instruments that are exposed to concentrations of credit risk primarily consist of its cash~~ and cash equivalents. The Company places its cash and cash equivalents with financial institutions of high credit worthiness. The Company maintains cash balances at financial institutions within the United States which are insured by the Federal Deposit Insurance Corporation (“FDIC”) up to limits of approximately $250,000. The Company has not experienced any losses with regard to its bank accounts and believes it is not exposed to any risk of loss on its cash bank accounts. It is possible that at times, the company’s cash and cash equivalents with a particular financial institution may exceed any applicable government insurance limits. In such situation, the Company’s management would assess the financial strength and credit worthiness of any parties to which it extends funds, and as such, it believes that any associated credit risk exposures would be addressed and mitigated.Expense

~~F-15~~The Company earns interest income and incurs interest expense primarily in connection with its electronic brokerage customer business and its securities lending activities, which are recorded on an accrual basis and are included in interest income and interest expense, respectively, in the condensed consolidated statements of comprehensive income.

~~Stock~~During the year ended December ~~Based~~31, ~~Compensation:~~2024, the Company did recorded $0 revenue from net interest income.

~~The~~Principal ~~cost~~Transactions of equity instruments issued to non-employees in return in accordance with ASC 505-50 “Equity-Based Payments to Non-Employees” for goods and services is measured by the fair value of the goods or services received or the measurement date fair value of the equity instruments issued, whichever is the more readily determinable. Measurement date for non-employees is the earlier of performance commitment date or the completion of services. The cost of employee services received in exchange for equity instruments is based on the grant date fair value of the equity instruments issued in accordance with ASC 718 “Compensation - Stock Compensation.”

~~NOTE~~Principal 4transactions include gains and losses as a result of changes in the fair value of financial instruments owned, at fair value, financial instruments sold, but not yet purchased, at fair value, and other investments measured at fair value (i.e., ~~COMMITMENTS~~unrealized &gains ~~CONTINGENCIES~~and losses) and realized gains and losses related to the Company’s principal transactions. Included are net gains and losses on stocks, options, U.S. and foreign government securities, municipal securities, futures, foreign exchange, precious metals and other derivative instruments, which are reported on a net basis in other income in the condensed consolidated statements of comprehensive income. Dividends are integral to the valuation of stocks. Accordingly, dividend income and expense attributable to financial instruments owned, at fair value and financial instruments sold, but not yet purchased, at fair value, are reported on a net basis in other income in the condensed consolidated statements of comprehensive income.

~~Legal~~During the year ended December 31, 2024, the Company ~~Proceedings~~did not record any revenue from principal transaction.

~~We were not subject to any legal proceedings As of December 31, 2023 and to the best of our knowledge, no legal proceedings are pending or threatened.~~F-14

~~The~~Contract Company’s principal executive office is located at 370 Amapola Ave., Suite 200A, Torrance, CA 90501. The space is a shared office space, which at the current time is suitable for the conduct of our business. The Company has no real property and do not presently owned any interests in real estate.balances

~~From~~Substantially ~~time~~all toreceivables ~~time,~~from ~~the~~contracts ~~Company~~with ~~may~~customers bewithin ~~involved~~the inscope ~~certain~~of ~~legal~~Accounting ~~actions~~Standards ~~and~~Codification ~~claims~~(ASC) ~~arising~~606 inRevenue ~~the~~From ~~normal course of business. Management is~~Contracts ofWith ~~the~~Customers ~~opinion~~(ASC ~~that~~606), ~~such~~are ~~matters~~included ~~will~~in beother ~~resolved~~assets ~~without material effect~~ on the ~~Company’s~~condensed ~~financial~~consolidated ~~condition~~balance ~~or results of operations~~sheets.

~~Contractual~~Unsatisfied ~~Obligations~~performance obligations

We ~~were~~ do not have any unsatisfied performance obligations other than those that are subject to ~~any~~an ~~contractual~~elective ~~obligations~~practical Asexpedient under ASC 606. The practical expedient applies to and is elected for contracts where we recognize revenue at the amount to which we have the right to invoice for services performed. During the year ended December 31, ~~2023~~2024, the Company did not have any unsatisfied performance obligations (other than those that are subject to an elective practical expedient under ASC 606).

~~NOTE 5.~~Revenue ~~NET~~Recognition ~~PRINCIPAL~~– ~~TRANSACTIONS INCOME~~Entrepreneurship Development

~~The Company~~Under ~~recognizes~~ASC ~~revenue~~606, inan ~~accordance~~entity ~~with~~should ~~Accounting~~recognize ~~Standards~~revenue to ~~Codification~~depict ~~(“ASC”)~~the ~~606,~~transfer ~~Revenue~~of ~~from~~goods ~~Contracts~~or ~~with Customers.~~services ~~The~~to ~~Company’s~~customers ~~net~~in ~~income~~an ~~from~~amount ~~principal~~that ~~transactions~~reflects ~~primarily~~the ~~consists~~consideration ofto ~~revenues~~which ~~from~~the ~~sales~~entity ofexpects ~~trading~~to ~~securities~~be ~~less~~entitled ~~original~~in ~~purchase~~exchange ~~cost~~for ~~(cost~~those ofgoods ~~sales)~~or services. ~~Net~~FASB ~~principal~~ASC ~~transactions~~606-10-05-3 ~~income~~through ~~primarily~~05-4 ~~consists~~and of606-10-10-2 ~~income~~through ~~from~~10-4. ~~trading~~To ~~securities~~achieve ~~earned~~the core ~~upon~~principle ~~completion~~ of ~~trade~~ASC 606, ~~net~~an ofentity ~~any~~should ~~trading~~take ~~fees.~~the Afollowing ~~trading~~actions: isStep ~~completed~~1: ~~when~~Identify ~~earned~~the ~~and~~contract ~~recognized~~with at a ~~point~~customer; Step 2: Identify the performance obligations in ~~time,~~the oncontract; aStep ~~trade-date~~3: Determine the transaction price; Step 4: Allocate the transaction price; and Step 5: ~~basis,~~Recognize revenue when or as the ~~Company~~entity ~~executes~~satisfies ~~trades~~a performance obligation.

~~Net~~Revenue is recognized when a company satisfies a performance ~~trading~~obligation ~~revenue~~by ~~consisted~~transferring a promised good or service to a customer (which is when the customer obtains control of that good or service). An entity should consider the ~~following:~~terms of the contract and all relevant facts and circumstances when applying the revenue recognition standard. An entity should apply the revenue recognition standard, including the use of any practical expedients, consistently to contracts with similar characteristics and in similar circumstances.

~~SCHEDULE~~As of December 31, 2024, our Entrepreneurship Development OFRevenue ~~NET~~was ~~TRADING~~derived ~~REVENUE~~from the sale of asset (control in pubco) to the buyer who assumes control of the pubco at the close of the sales transaction. A sale transaction could involve cash-only, cash and note, or note-only. For the contract that includes financing or convertible note, the seller evaluated the collectibility of the transaction price, and the probability that the seller will collect the consideration. Seller addressed the risk of collectability by using a convertible note with very favorable conversion.

January 1, 2023 to December 31, 2023	Total
Revenue from sales of securities - net	$	(848,922	)
Net loss from principal transactions	$	(848,922	)

Determining whether a sale is to a customer: Per ASC 610-20-15-4(a), if the counterparty in the transaction is a customer and the assets being transferred are an output of the reporting entity’s ordinary activities, the transaction is within the scope of ASC 606. As stated in ASC 606, a customer is a party that has contracted with an entity to obtain goods or services that are an output of the reporting entity’s ordinary activities in exchange for consideration (e.g., a car manufacturer sells a car that it produced to a customer, a homebuilder sells a home that it developed to a customer).

FStep 1: A sales contract/agreement (SPA) is used to consummate the sale. Buyer and seller signed the SPA and other collateral documents including the Notes and other documents designed to ensure collectability if the sale is cash-16and-note or note-only. Where the sale was not an all-cash transaction, seller evaluated the collectibility of the transaction price, or the probability that the seller will collect the consideration.

~~NOTE~~Step 2: Identify the performance obligations in 6the contract. ~~SALES~~All –performance ~~INVESTMENT~~obligations ~~PROPERTY~~under the SPA must be completed prior to the close of the transaction. Our Entrepreneurship Development revenue was only recognized after all performance obligations has been performed or completed.

Due to the uncertainty related to the Real Estate Industry due to the ongoing Rate Hike by the US Fed Reserve, the company is holding off on its real estate acquisitions and dispositions program until more clarity is seen in the industry.F-15

~~NOTE 7~~Step 3: Determine the transaction price. ~~LINE~~The transaction OFprice ~~CREDIT~~for /each ~~LOANS~~sale -recognized ~~RELATED~~as ~~PARTIES~~EDI revenue was listed on the face of the contract.

Step 4: Allocate the transaction price. The ~~Company~~transaction ~~considers~~price ~~its~~is ~~founders,~~allocated ~~managing~~based ~~directors,~~on ~~employees,~~the ~~significant~~relative ~~shareholders,~~standalone ~~and~~selling ~~the~~price ~~portfolio~~of ~~Companies~~each specific good or service promised to bethe ~~affiliates~~customer. InSince ~~addition,~~EDI ~~companies~~revenue ~~controlled~~did bynot ~~any~~involve ofbundled ~~the~~services, ~~above~~rather ~~named~~EDI isassets ~~also~~are ~~classified~~accounted for as ~~affiliates~~a standalone transaction, the total sale price is recognized immediately.

~~Line~~Step 5: Recognize revenue. Revenue is recognized as the seller satisfies a performance obligation by transferring control of ~~credit~~the ~~from~~promised ~~related~~good ~~party~~or ~~consisted~~service to the customer. As of December 31, 2024, we did not record any EDI sales completed in the ~~following:~~period.

~~SCHEDULE OF~~Advertising ~~LINE OF CREDIT FROM RELATED PARTY~~Costs:

	December 31, 2023		December 31, 2022
May 20, 2020 (line of credit) Line of credit with maturity date of May 4, 2025 with 0% interest per annum with unpaid principal balance and accrued interest payable on the maturity date.		326,584		419,979
Total Line of credit - related party		326,584		419,979
Less: current portion
Total Long-term Line of credit - related party	$	326,584	$	419,979

We expense advertising costs when advertisements occur. During the year ended December 31, 2024, the Company did not record any advertising costs.

~~Los Angeles~~Concentrations ~~Community Capital - $1,500,000 line~~ of ~~credit~~Credit Risk

OnThe Company’s financial ~~May~~instruments 5,that ~~2020,~~are ~~the~~exposed to concentrations of credit risk primarily consist of its cash and cash equivalents. The Company ~~amended~~places its cash ~~line~~and cash equivalents with financial institutions of high credit ~~agreement~~worthiness. toThe ~~increase~~Company itmaintains tocash balances at financial institutions within the ~~amount~~United States which are insured by the Federal Deposit Insurance Corporation (“FDIC”) up to limits of approximately $1250,~~500,~~000. The Company has not experienced any losses with ~~maturity~~regard ~~date~~to ofits ~~May~~bank ~~4, 2025.~~accounts ~~The~~and ~~line~~believes it is not exposed to any risk of ~~credit~~loss on ~~bears~~its ~~interest~~cash bank accounts. It is possible that at 0%times, ~~per~~the ~~annum~~company’s cash and ~~interest~~cash ~~and~~equivalents ~~unpaid~~with ~~principal~~a ~~balance~~particular isfinancial ~~payable~~institution may onexceed ~~the~~any ~~maturity~~applicable ~~date~~government insurance limits. ~~The~~ In such situation, the Company’s ~~has~~management ~~unused~~would ~~line~~assess ofthe financial strength and credit worthiness of ~~$326,584~~any Asparties ofto ~~December~~which 31it extends funds, ~~2023~~and as such, it believes that any associated credit risk exposures would be addressed and mitigated.

~~NOTE 8.~~Stock ~~EARNINGS~~Based ~~(LOSS) PER SHARE~~Compensation:

~~Net~~The cost of equity instruments ~~Loss~~issued ~~per~~to ~~Share~~non-employees ~~Calculation:~~in return in accordance with ASC 505-50 “Equity-Based Payments to Non-Employees” for goods and services is measured by the fair value of the goods or services received or the measurement date fair value of the equity instruments issued, whichever is the more readily determinable. Measurement date for non-employees is the earlier of performance commitment date or the completion of services. The cost of employee services received in exchange for equity instruments is based on the grant date fair value of the equity instruments issued in accordance with ASC 718 “Compensation - Stock Compensation.”

~~Basic net~~NOTE ~~loss per common share (“EPS”) is computed by dividing loss available to common stockholders by the weighted-average number of common shares outstanding for the period~~4. ~~Dilutive~~COMMITMENTS ~~earnings per share include the effect of any potentially dilutive debt or equity~~& under the treasury stock method, if including such instruments is dilutive, assuming all dilutive potential common shares were issued. Dilutive loss per share excludes all potential common shares if their effect is anti-dilutive. The Company’s diluted earnings (loss) per share is the same as the basic earnings/loss per share for the period January 1, 2023 to December 31, 2023, as there are no potential shares outstanding that would have a dilutive effect.CONTINGENCIES

~~SCHEDULE OF~~Legal ~~EARNINGS (LOSS) PER SHARE~~Proceedings

	Year ended December 31, 2023		Year ended December 31, 2022
Net income	$	496,026	$	767,120
Dividends				1
Adjusted Net income attribution to stockholders	$	496,026	$	767,121
Weighted-average shares of common stock outstanding
Basic and Diluted		182,370,497		182,370,497
Net income per share
Basic and Diluted	$	0.0027	$	0.0042

We were not subject to any legal proceedings As of December 31, 2024 and to the best of our knowledge, no legal proceedings are pending or threatened.

~~F-17~~The Company’s principal executive office is located at 370 Amapola Ave., Suite 200A, Torrance, CA 90501. The space is a shared office space, which at the current time is suitable for the conduct of our business. The Company has no real property and do not presently owned any interests in real estate.

~~NOTE 9. INCOME TAXES~~F-16

~~Deferred income~~From ~~taxes~~time ~~reflect~~to time, the ~~net~~Company may ~~tax~~be ~~effects~~involved ofin ~~temporary~~certain ~~differences~~legal ~~between~~actions ~~the carrying amounts of assets~~ and ~~liabilities~~claims ~~for~~arising ~~financial reporting~~in ~~purposes and~~ the ~~amounts~~normal ~~used~~course ~~for~~of ~~income tax purposes~~business. AManagement ~~full valuation allowance~~ is ~~established against all net deferred tax assets As~~ of ~~December 31, 2023 and December 31, 2022 based on estimates of recoverability. While~~ the ~~Company~~opinion ~~has optimistic plans for its business strategy, it determined~~ that such amatters will ~~valuation~~be ~~allowance~~resolved ~~was~~without ~~necessary~~material ~~given~~effect ~~the~~on ~~current and expected near term losses and~~ the ~~uncertainty~~Company’s ~~with~~financial ~~respect~~condition toor ~~its~~results ~~ability~~of ~~to generate sufficient profits from its business model~~operations.

~~We did~~Contractual not provide any current or deferred US federal income tax provision or benefit for any of the periods presented in these financial statements because we have accumulated substantial operating losses over the years. When it is more likely than not, that a tax asset cannot be realized through future income, we must record an allowance against any future potential future tax benefit. We have provided a full valuation allowance against the net deferred tax asset, consisting of net operating loss carry forwards, because management has determined that it is more likely than not that we will not earn income sufficient to realize the deferred tax assets during the carry forward periods.Obligations

~~The Company~~We ~~has~~were not ~~taken~~subject ato ~~tax~~any contractual ~~position~~obligations ~~that, if challenged, would have a material effect on the financial statements~~ As ofat December 31, ~~2023~~ ~~and December 31, 2022 as defined under ASC 740, “Accounting for Income Taxes~~2024.” We did not recognize any adjustment to the liability for uncertain tax position and therefore did not record any adjustment to the beginning balance of the accumulated deficit on the balance sheet.

~~A reconciliation~~NOTE of5. ~~the~~NET ~~differences between the effective and statutory income tax rates for the period ended December 31, 2023 and December~~PRINCIPAL ~~31,~~TRANSACTIONS ~~2022:~~INCOME

~~SCHEDULE~~The Company recognizes revenue OFin ~~EFFECTIVE~~accordance ~~INCOME~~with ~~TAX~~Accounting ~~RATE~~Standards ~~RECONCILIATI~~

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