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

For the year ended December 31, ~~2022~~2023

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

For the transition period from ___________ to _____________

Commission file number: ~~333~~000-~~147187~~50075

~~ConneXionONE~~CONNEXIONONE ~~Corp~~CORP. (Exact name of registrant as specified in its charter)

North Carolina

30-1252905

(State or other jurisdiction of
incorporation or organization)

(I.R.S. Employer

Identification No.)

~~39899~~530 ~~BALENTINE~~Lytton ~~DRIVE~~Ave 2nd Floor #2061, Palo Alto, CA 94301 (Address of principal executive offices) (Zip Code)

SUITE 200

NEWARK, CA 94560 (Address of principal executive offices) (Zip Code)

+ 1-408-533-8155

(Registrant’s telephone number, including area code)

~~Alternative~~Not ~~Fuel~~Applicable ~~Technologies, Inc.~~

(Former name, former address and former fiscal year, if changed since last report)

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

Title of each class Trading Symbol(s) Name of each exchange on which registered None ~~AFTC~~CNNN N/A

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 every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§ 232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files). ☒ Yes ☐ No

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

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

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

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

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). ☐

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

The aggregate market value of common stock held by non-affiliates of the registrant was approximately $4619,~~370~~924,~~350~~373 as of June 30, ~~2022~~2023, the last business day of the registrant’s most recently completed second fiscal quarter.

The number of shares of the registrant's common ~~stock~~ stock outstanding on March 201, ~~2023~~2024 was 7176,~~850~~571,~~033,691~~644.

CONNEXIONONE CORP.

FORMERLY ALTERNATIVE FUEL TECHNOLOGIES, INC.

ANNUAL REPORT ON FORM 10-K

TABLE OF CONTENTS

		Page
CAUTIONARY NOTE ABOUT FORWARD-LOOKING STATEMENTS		ii
PART I
Item 1.	Description of Business	1
Item 1A.	Risk Factors	4
Item 1B.	Unresolved Staff Comments	4
Item 1C.	Cybersecurity	4
Item 2.	Properties	4
Item 3.	Legal Proceedings	4
Item 4.	Mine Safety Disclosures	4
PART II
Item 5.	Market for Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities	5
Item 6.	Selected Financial Data	5
Item 7.	Management’s Discussion and Analysis Of Financial Condition and Results of Operation	5
Item 7A.	Quantitative and Qualitative Disclosures about Market Risk	8
Item 8.	Financial Statements and Supplementary Data	8
Item 9.	Changes In and Disagreements With Accountants on Accounting and Financial Disclosure	8
Item 9A.	Controls and Procedures	8
Item 9B.	Other Information	9
PART III
Item 10.	Directors, Executive Officers and Corporate Governance	10
Item 11.	Executive Compensation	1112
Item 12.	Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters	1214
Item 13.	Certain Relationships and Related Transactions	1315
Item 14.	Principal Accountant Fees and Services	1416
PART IV
Item 15.	Exhibits; Financial Statement Schedules	1517
Item 16.	10-K Summary	1517
SIGNATURES		1618

Use of Certain Defined Terms

Except as otherwise indicated by the context, references in this report to “ConneXionONE Corp.”, “we,” “us,” “our,” “our Company”.

Forward-Looking Statements

This Annual Report on Form 10-K contains “forward-looking statements” within the meaning of the Private Securities Litigation Reform Act of 1995, Section 27A of the Securities Act of 1933, as amended, or the Securities Act, and Section 21E of the Securities Exchange Act of 1934, as amended (the “Exchange Act”). Forward-looking statements discuss matters that are not historical facts. Because they discuss future events or conditions, forward-looking statements may include words such as “anticipate,” “believe,” “estimate,” “intend,” “could,” “should,” “would,” “may,” “seek,” “plan,” “might,” “will,” “expect,” “anticipate,” “predict,” “project,” “forecast,” “potential,” “continue” negatives thereof or similar expressions. Forward-looking statements speak only as of the date they are made, are based on various underlying assumptions and current expectations about the future and are not guarantees. Such statements involve known and unknown risks, uncertainties and other factors that may cause our actual results, level of activity, performance or achievement to be materially different from the results of operations or plans expressed or implied by such forward-looking statements.

We cannot predict all of the risks and uncertainties. Accordingly, such information should not be regarded as representations that the results or conditions described in such statements or that our objectives and plans will be achieved and we do not assume any responsibility for the accuracy or completeness of any of these forward-looking statements. These forward-looking statements are found at various places throughout this Annual Report on Form 10-K and include information concerning possible or assumed future results of our operations, including statements about potential acquisition or merger targets; business strategies; future cash flows; financing plans; plans and objectives of management; any other statements regarding future acquisitions, future cash needs, future operations, business plans and future financial results, and any other statements that are not historical facts.

These forward-looking statements represent our intentions, plans, expectations, assumptions and beliefs about future events and are subject to risks, uncertainties and other factors. Many of those factors are outside of our control and could cause actual results to differ materially from the results expressed or implied by those forward-looking statements. In light of these risks, uncertainties and assumptions, the events described in the forward-looking statements might not occur or might occur to a different extent or at a different time than we have described. You are cautioned not to place undue reliance on these forward-looking statements, which speak only as of the date of the Annual Report on Form 10-K. All subsequent written and oral forward-looking statements concerning other matters addressed in this Annual Report on Form 10-K and attributable to us or any person acting on our behalf are expressly qualified in their entirety by the cautionary statements contained or referred to in this Annual Report on Form 10-K.

Except to the extent required by law, we undertake no obligation to update or revise any forward-looking statements, whether as a result of new information, future events, a change in events, conditions, circumstances or assumptions underlying such statements, or otherwise.

PART I

ITEM 1. BUSINESS

Business Overview

(a) Business Development

ConneXionONE Corp. (the “Company”) was organized under the laws of the State of Nevada on November 12, 1997, under Caspian Development Group, Inc. The Company changed its name to Zenith International, Inc. in 1999, then to Cresset Precious Metals Inc in 2001, and to its current name, Alternative Fuel Technologies, Inc. on October 2, 2007. In 2018, the Company changed its domicile to the State of North Carolina and on October 24, 2018 changed its current name to ConneXionONE Corp.

The Company was a development stage company in the business of fuel injection systems and DME fuel injection systems, for internal combustion engines. The Company filed Form 10-SB in 2002. The Company was severely delinquent in filing annual reports for the Company’s charter. In addition, the company was subject to Exchange Act reporting requirements including filing 10Q’s and 10Ks. The Company was out of compliance with Exchange Act reporting and filed a Form 15-12G to terminate their registration on September 7, 2007.

Business operations for Alternative Fuel Technologies, Inc. was abandoned by former management and a custodianship action, as described in the subsequent paragraph, was commenced in 2017.

On May 27, 2017, the Sixteenth District Court of Macomb County of Michigan granted the Application for Appointment of Receiver as a result of the absence of a functioning board of directors and the revocation of the Company’s charter. The order appointed Tara Harvey (“Ms. Harvey”, the “Receiver”) receiver with the right to appoint officers and directors, negotiate and compromise debt, execute contracts, issue stock, and authorize new classes of stock.

Upon appointment as the Receivership of ~~AFTC~~the Company and under its duties stipulated by the Michigan court, Ms. Harvey took initiative to organize the business of the issuer. As Receiver, the duties were to conduct daily business, hold shareholder meetings, appoint officers and directors, reinstate the company with the Nevada ~~Secretary~~ Secretary of State. Ms. Harvey also had authority to enter into contracts and find a suitable merger candidate. Ms. Harvey was compensated for her role as custodian in the amount of 750,000,000 shares of Restricted Common Stock. Ms. Harvey did not receive any additional compensation, in the form of cash or stock, for custodian services. The custodianship was discharged on November 18, 2017.

On March 13, 2018, Ms. Harvey entered into a Stock Purchase Agreement with Haining Zhang, whereby Haining Zhang purchased 750,000,000 shares of Restricted Common Stock. These shares represent the controlling block of stock. Ms. Harvey resigned her position of sole officer and director and appointed Mr. Zhang as CEO and Director of the Company.

On September 10, 2018, a change of control occurred and Changs International, LLC (controlled by Chris Chang) purchased the control block of stock. The Company also entered into a Share Exchange Agreement to acquire all of the shares of ConneXionONE Corp (“XONE Cayman”), a company incorporated in the Cayman Islands. The agreement called for the exchange of all of the shares of XONE Cayman for the equivalent of 95% of the shares of the Company. On October 24, 2018, the Company filed to amend its Articles of Incorporation and change its name to ConneXionONE Corp. Mr. Zhang resigned all of his positions as officer and director of the Company and Mr. Chris Chang was appointed sole Officer and Director.

The ~~cancellation~~Company ofresolute to cancel the share exchange agreement ~~was completed~~ in ~~2021~~December 2019 and completed the ~~Company~~cancellation ~~moved~~in ~~forward with its current business plan~~2021. ~~AFTC~~Upon ~~changed~~cancellation ~~its~~of ~~name~~the toshare ~~ConneXionONE~~exchange ~~Corp~~agreement in ~~2018~~December in2019, the ~~state of North Carolina. The~~ Company ~~did~~no ~~not~~longer ~~have~~had control or ownership of XONE Cayman. ~~and~~Based upon negotiations, no shares of ~~AFTC~~the Company were ~~exchanged.~~cancelled, ~~The~~and ~~North~~the ~~Carolina~~Company ~~corporation~~moved ~~has~~forward ~~no affiliation~~ with ~~the~~its ~~Cayman~~current ~~Islands~~business ~~corporation~~plan. The cancellation of the share exchange agreement did not have an impact on the Company and its ownership and there is no impact to the Company's financial statements and footnotes. The Company changed its name to ConneXionONE Corp in 2018 in the state of North Carolina. The North Carolina corporation has no affiliation with the Cayman Islands corporation.

The Company ceased being a shell company as defined in Rule 12b-2 of the Securities Exchange Act of 1934 defines a shell company as a company that has:

(A)

no or nominal operations; and,

(B)

either,

(1)

no or nominal assets;

(2)

assets consisting solely of cash and cash equivalents; or,

(3)

assets consisting of any amount of cash and cash equivalents and nominal other assets.

The determination was made based on the following:

The Company has begun business operations in the 2nd quarter of 2022 pursuant to its business plan. As such, the Company does not have nominal operations.

On June 1, 2022, the Company has entered into a Software Development and Operation Service Agreement with a service provider to develop and maintain its social media platform application. The Company has made a total payment of $238,000 to the service provider for the development of the platform as of September 30, 2022. Under the terms of the Agreement, the Company shall own all copyrights and intellectual property rights thereto. The initial version of the application was completed on October 27, 2022 and is available for download by the public. As such, the Company does not have assets consisting of any amount or solely of cash and cash equivalents and nominal other assets.

Accordingly, pursuant to the status above, the Company is a development stage company that has engaged in activities that are, at a minimum, sufficient to manifest a strong commitment in pursuing a legitimate business as set forth in the Company’s business plan. Based on the business conducted by the Company since June 2022, the Company believes it ceased being a shell company and has remained a non-shell company since then based on the most recent quarterly filings.

(b) Business of Issuer

ConneXionONE Corp. formerly Alternative Fuel Technologies, Inc. is a development stage company. Our business plan includes acquisitions of operating companies. The focus of the Company’s future business involves developing and operating a decentralized social media platform. Our business plan incorporates decentralized concept of social media platforms which do not have a centralized governing body and may, at some point, provide viable alternatives to established platforms like Twitter, Instagram, Facebook and TikTok.

~~Social~~Our ~~media~~user-driven ~~mining~~algorithm tool is ~~the~~designed ~~process~~to ofempower ~~representing,~~users ~~analyzing,~~to ~~and~~regain ~~extracting meaningful~~control ~~and~~of ~~directed~~their ~~patterns from data in~~ social media, ~~resulting~~experience. ~~from~~By ~~social~~customizing ~~interactions.~~their Itown isfeeds anbased ~~interdisciplinary~~on ~~field~~their ~~encompassing~~preferences ~~techniques~~and ~~from computer science~~interests, ~~data~~users ~~mining,~~can ~~machine~~avoid ~~learning,~~irrelevant ~~social~~or ~~network~~unwanted ~~analysis,~~content ~~network~~and ~~science,~~focus ~~sociology,~~on ~~ethnography,~~what ~~statistics, optimization,~~matters ~~and~~to ~~mathematics~~them. ~~Social~~This ~~media~~feature ~~mining~~also ~~represents~~enables ~~the~~users ~~virtual~~to ~~world~~interact with ofeach ~~social~~other ~~media~~ in a ~~computable~~ way, ~~measures it, and designs models~~ that ~~can~~enhances ~~help~~their usoverall ~~understand~~experience ~~its~~on ~~interactions.~~the ~~In addition~~platform, ~~social~~creating ~~media~~a ~~mining~~more ~~provides~~personalized ~~necessary tools to mine this world for interesting patterns, analyze information diffusion, study influence~~ and ~~provide~~engaging ~~effective recommendations, and analyze~~ social ~~behavior in social media~~network.

WeOur ~~feel~~social ~~that~~media ~~our~~platform also ~~business~~incorporates ~~plan~~AI-powered ~~addresses~~content creation assistance feature by analyzing the ~~need~~user's ~~for~~input ~~additional~~and ~~development~~providing suggestions to improve the inquality and relevance of the ~~decentralized~~content. ~~social~~When ~~media~~a ~~industry~~user is creating a post, the AI algorithm will analyze the text and make suggestions for better word choices, grammar corrections, and even provide topic suggestions to improve engagement. The user can then choose to accept or reject these suggestions, making it a customizable and personalized experience. This feature aims to help users create better content more efficiently and effectively, ultimately enhancing their experience on the platform.

~~Decentralized~~Our social media ~~(“DCSM”)~~ platform values isuser participation, as we believe that users are the core reason why social media platforms exist; we have implemented a ~~sharing/consortium~~unique ~~platform~~reward system that ~~will~~allows ~~benefit~~users ~~Users~~to earn rewards by engaging and interacting with the content on our platform. Whether it's liking a post, leaving ~~Content~~a ~~Providers~~comment, ~~Advertisers~~or sharing a video, every action taken by the user is rewarded that can be exchanged for various perks and ~~Communication~~benefits. This ~~service~~incentivizes ~~providers~~users to be more active on the platform and create a vibrant and engaging community. By putting the power back into the hands of the users, we hope to create a more user-friendly and democratic social media experience that is enjoyable for everyone involved.

DCSM Platform comprises of 3 major components, Content Aggregator, Mobile Advertising Mediation, Communication Proxy:

Content Aggregator

· analyzes the contents type and formats (text/picture and video) · sorts and distributes appropriate contents to users’ app based on user preferences · categorizes, matches, and tags contents with the suitable/appropriate advertisements

~~Mobile~~Moreover, ~~Advertising~~our ~~Mediation~~creator's marketplace feature allows users to monetize their own unique content by licensing it to local businesses or brands for advertising and marketing purposes. This provides an opportunity for content creators to earn income from their work and also ensures that advertisers have access to high-quality, relevant content.

·We ~~accepts~~feel ~~mobile~~that ~~ads~~our ~~from~~business ~~businesses,~~plan ~~product/service~~addresses ~~providers,~~the adneed for ~~agencies,~~additional ~~etc.~~development ·in ~~categorizes, matches, and associates~~ the ~~received~~decentralized ~~ads~~social ~~with~~media ~~the most relevant and appropriate contents · Distributes ads with associated contents to users’ mobile app~~industry.

~~Communication~~User-driven ~~Proxy~~algorithm is a tool for users to gain control of the social networking platform. Our decentralized social media (“DSM”) platform is a sharing/consortium platform that will benefit Users, Creators, Advertisers, and Content Providers.

·DSM ~~interconnects~~Platform ~~with~~comprises of ~~communication~~4 ~~service~~major ~~providers~~components, ~~including~~Content ~~VoIP service providers~~Aggregator, ~~Instant~~Mobile ~~Messaging~~Advertising ~~app service providers~~Mediation, ~~Live~~User-driven ~~Video Broadcast app service providers~~algorithm, ·and ~~allowing~~creator’s ~~interconnected service providers to make on-net communications with DCSM app users~~marketplace:

Content Aggregator: analyzes the content type and formats (text/picture and video) · sorts and distributes appropriate content to users’ app based on user preferences · categorizes, matches, and tags content with suitable/appropriate advertisements.

Mobile Advertising Mediation: accepts mobile ads from businesses, product/service providers, ad agencies, etc. · categorizes, matches, and associates the received ads with the most relevant and appropriate contents · Distributes ads with associated content to users’ mobile app.

User-driven algorithm: provides users with the ability to customize their own feeds based on their preferences and interests, allows users to interact with each other in a way that enhances their overall experience on the platform.

Creator's marketplace: allows users to license their own unique content to local businesses or brands for advertising and marketing purposes.

The analysis will be undertaken by or under the supervision of our management. As of the date of this filing, we have not entered into definitive agreements. In our continued efforts to analyze potential business plan, we intend to consider the following factors:

· Potential for growth, indicated by anticipated market expansion or new technology; · Competitive position as compared to other DSM platforms of similar size and experience within the social media within the industry as a whole · Strength and diversity of management, and the accessibility of required management expertise, personnel, services, professional assistance, and other required items · Capital requirements and anticipated availability of required funds, to be provided by the Company or from operations, through the sale of additional securities or convertible debt, through joint ventures or similar arrangements or from other sources · The extent to which the business opportunity can be advanced in the marketplace; and · Other relevant factors

· Competitive position as compared to other DCSM platforms of similar size and experience within the social media within the industry as a whole

· Strength and diversity of management, and the accessibility of required management expertise, personnel, services, professional assistance, and other required items

· Capital requirements and anticipated availability of required funds, to be provided by the Company or from operations, through the sale of additional securities or convertible debt, through joint ventures or similar arrangements or from other sources

· The extent to which the business opportunity can be advanced in the marketplace; and

· Other relevant factors

In applying the foregoing criteria, management will attempt to analyze all factors and circumstances and make a determination based upon reasonable investigative measures and available data. Due to our limited capital available for investigation, we may not discover or adequately evaluate adverse facts about the opportunity to be acquired. Additionally, we will be competing against other entities that may have greater financial, technical, and managerial capabilities for identifying and completing our business plan.

We are unable to predict when we will, if ever, identify and implement our business plan. We anticipate that proposed business plan would be made available to us through personal contacts of our directors, officers and principal stockholders, professional advisors, broker-dealers, venture capitalists, members of the financial community and others who may present unsolicited proposals. In certain cases, we may agree to pay a finder’s fee or to otherwise compensate the persons who introduce the Company to business opportunities in which we participate.

As of this filing, we have not raised any capital and our business is under development stage, and the Company is focused on raising capital for its business plans. We have ~~not realized any revenues. However, We have~~ engaged developers and started the development of our first mobile app for the decentralized social media platform of the Company.

On July 29, 2022, the Company’s board and shareholders have approved the following actions by amending the Company’s Amended Articles of Incorporation to effect:

1) a corporate name changed from Alternative Fuel Technologies, Inc. to ConneXionONE Corp.; and

	(1)	a corporate name changed from Alternative Fuel Technologies, Inc. to ConneXionONE Corp.; and
	(2)	a one-for-one thousand (1:1,000) reverse stock split of the Company’s class of common stock with all other aspects to remain unchanged. Both the Reverse Stock Split and the Name Change were effective on April 17, 2023.

2) a one-for-one thousand (1:1,000) reverse stock split of the Company’s class of common stock with all other aspects to remain unchanged

The corporate actions are pending approval from Financial Industry Regulatory Authority (FINRA).

OnAs ~~June~~a 1,result ~~2022,~~of the ~~Company~~Reverse ~~has~~Stock ~~entered~~Split, ~~into~~every 1,000 ashares ~~Software~~of ~~Development~~issued and ~~Operation~~ ~~Service~~outstanding ~~Agreement~~Common ~~with~~Stock awere ~~developer~~automatically tocombined ~~develop~~into one issued and ~~maintain~~outstanding ~~its~~share ~~social~~of ~~media~~Common ~~platform~~Stock, without ~~application~~any change in the par value per share. ~~The~~No ~~Company~~fractional ~~has~~shares ~~made~~were ~~payments of~~issued ~~$380,000~~as ~~for~~a result of the ~~development~~Reverse Stock Split. ~~The~~Any ~~Company~~fractional shares isthat awould ~~development~~otherwise ~~stage~~have ~~company~~resulted ~~pursuing~~from anthe ~~actual~~Reverse ~~business~~Stock inSplit ~~accordance~~were rounded up to the ~~business~~next whole number. The Reverse Stock Split ~~plans~~reduced ~~where~~the itnumber ~~has~~of ~~entered~~shares ~~into~~of ~~development~~Common ~~agreement~~Stock ~~with~~outstanding afrom ~~developer~~approximately ~~and~~71,850,033,691 ~~incurred~~shares ~~material~~to ~~expenditures~~approximately 71,850,644 shares, subject to further adjustment for the ~~development~~rounding up of ~~the~~fractional ~~platform~~shares.

Following the Name Change, any stock certificates that reflect the former name of the Company will continue to be valid. Certificates reflecting the Name Change will be issued in due course as old stock certificates are tendered for exchange or transfer to the Company’s transfer agent.

The Common Stock began trading on a reverse stock split-adjusted basis on the OTC Market on April 17, 2023. The trading symbol for the Common Stock following the Reverse Stock Split and the Name Change is “CNNN.” The new symbol will be changed to “CNNN”. The new CUSIP number for the Common Stock following the Reverse Stock Split and the Name Change is 208211102.

On June 1, 2022, the Company has entered into a Software Development and Operation Service Agreement with a developer to develop and maintain its social media platform application. The Company has made a total payment of $442,000 to the developer as of December 31, 2023. The Company is a development stage company pursuing an actual business in accordance to the business plans where it has entered into development agreement with a developer and incurred material expenditures for the development of the platform.

ITEM 1A. RISK FACTORS

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

ITEM 1B. UNRESOLVED STAFF COMMENTS

Not applicable to a “smaller reporting company” as defined in Item 10(f)(1) of Regulation S-K.

ITEM 1C. CYBERSECURITY

None.

ITEM 2. PROPERTIES

The Company does not own any real estate or other properties and has not entered into any long-term lease or rental agreements for property.

ITEM 3. LEGAL PROCEEDINGS

There are no pending legal proceedings to which the Company is a party or in which any director, officer or affiliate of the Company, any owner of record or beneficially of more than 5% of any class of voting securities of the Company, or stockholder is a party adverse to the Company or has a material interest adverse to the Company.

ITEM 4. MINE SAFETY DISCLOSURES

Not applicable.

PART II

Market Information

Our Common Stock is quoted on OTC markets. It is currently quoted on OTC Markets under the symbol ~~AFTC~~CNNN and there is limited liquidity in the public trading market for the class of common equity. Although our stock is quoted on OTC markets, the existence of limited or sporadic quotations should not of itself be deemed to constitute an established public trading market. There is no established public trading market for our shares.

The Company is under the OTC Markets “Pink Current Information” designation. This designation is given when a company has current information, either to the SEC, the Company’s home country regulator, or directly to OTC Markets Group. The Company’s stock is not eligible for proprietary broker-dealer quotations. All quotes in the Company’s stock reflect unsolicited customer orders. Unsolicited-Only stocks have a higher risk of wider spreads, increased volatility, and price dislocations. Investors may have difficulty selling this stock. An initial review by a broker-dealer under SEC Rule15c2-11 is required for brokers to publish competing quotes and provide continuous market making.

Stockholders

As of December 31, ~~2022~~2023, there are approximately ~~182~~ 183 holders of an aggregate of 7173,~~850~~050,~~033,691shares~~ 644 shares of our Common Stock issued and outstanding.

Dividends

We have not paid any cash dividends to date and do not anticipate or contemplate paying dividends in the foreseeable future. It is the president intention of management to utilize all available funds for the development of the Registrant’s business.

Issuer Purchases of Equity Securities

There were no repurchases of our common stock ~~during~~ during the year ended December 31, ~~2022~~2023.

ITEM 6. SELECTED FINANCIAL DATA

Not applicable to a “smaller reporting company” as defined in Rule 12b-2 of the Exchange Act.

ITEM 7. MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS

This Management’s Discussion and Analysis of Financial Condition and Results of Operations is intended to provide a reader of our financial statements with a narrative from the perspective of our management on our financial condition, results of operations, liquidity, and certain other factors that may affect our future results. The following discussion and analysis should be read in conjunction with our audited consolidated financial statements and the accompanying notes thereto included in “Item 8. Financial Statements and Supplementary Data.” In addition to historical financial information, the following discussion and analysis contains forward-looking statements that involve risks, uncertainties and assumptions. See “Forward-Looking Statements.” Our results and the timing of selected events may differ materially from those anticipated in these forward-looking statements as a result of many factors.

Business Overview

ConneXionONE Corp. (the “Company”) began active business operation pursuant to its business plan which is to develop and operate a decentralized social media platform that does not have a centralized governing body and may, at some point, provide viable alternatives to established platforms like Twitter, Instagram, Facebook and TikTok.

Recent Developments

The Company ceased being a shell company as defined in Rule 12b-2 of the Securities Exchange Act of 1934 defines a shell company as a company that has:

(A) no or nominal operations; and, (B) either,

~~(B)~~a. ~~either~~no or nominal assets; b. assets consisting solely of cash and cash equivalents; or, c. assets consisting of any amount of cash and cash equivalents and nominal other assets.

a. no or nominal assets;

b. assets consisting solely of cash and cash equivalents; or,

c. assets consisting of any amount of cash and cash equivalents and nominal other assets.

The determination was made based on the following:

1) The Company has begun business operations in the 2nd quarter of 2022 pursuant to its business plan. As such, the Company does not have nominal operations.

	1)	The Company has begun business operations in the 2nd quarter of 2022 pursuant to its business plan. As such, the Company does not have nominal operations.

	2)	On June 1, 2022, the Company has entered into a Software Development and Operation Service Agreement with a service provider to develop and maintain its social media platform application. The Company has made a total payment of $238,000 to the service provider for the development of the platform as of September 30, 2022. Under the terms of the Agreement, the Company shall own all copyrights and intellectual property rights thereto. The initial version of the application was completed on October 27, 2022 and is available for download by the public. As such, the Company does not have assets consisting of any amount or solely of cash and cash equivalents and nominal other assets.

2) On June 1, 2022, the Company has entered into a Software Development and Operation Service Agreement with a service provider to develop and maintain its social media platform application. The Company has made a total payment of $238,000 to the service provider for the development of the platform as of September 30, 2022. Under the terms of the Agreement, the Company shall own all copyrights and intellectual property rights thereto. The initial version of the application was completed on October 27, 2022 and is available for download by the public. As such, the Company does not have assets consisting of any amount or solely of cash and cash equivalents and nominal other assets.

Going Concern

Our auditor has indicated in their reports on ~~our~~ our financial statements for the ~~fiscal~~year ~~years~~ ended December 31, ~~2022~~2023, that conditions exist that raise substantial doubt about our ability to to continue as a going concern due to our recurring losses from operations, deficit in equity, and the need to raise additional capital to to fund operations. A “going concern” opinion could impair our ability to finance our operations through the sale of debt or or equity securities.

Results of Operations - Years ended ~~December~~ December 31, ~~2022~~2023 and ~~2021~~2022

Revenue

We had no revenues from operations during either December 31, ~~2022~~ 2023 or ~~2021~~2022.

General and Administrative Expense

General and Administrative Expenses were $921,~~490~~361,229 for the year ended~~, December~~ December 31, ~~2022~~2023 compared to $692,~~359~~490 for the year ended December 31, ~~2021~~2022, an increase of $721,~~841~~268,739. The increase is due to expenses incurred for ~~the~~ ~~development~~other oftax ~~the~~expenses ~~business~~of ~~and~~$226,713 ~~professional~~management fees $20,000, other tax expenses of ~~being~~$226,713, aand ~~reporting~~stock-based ~~company~~compensation $1,020,407.

Net Loss

We had a net loss of $921,~~490~~361,229 for the year ended December 31, ~~2022~~2023 compared to $692,~~539~~490 for the year ended December 31, ~~2021~~2022.

Capital Resources and Liquidity - At ~~December~~ December 31, ~~2022~~2023 and ~~2021~~2022

Cash Used in Operating Activities

For the years ended December 31, ~~2022~~2023 and ~~2021~~2022, ~~the~~ the Company had cash used in operating activities in the amount of $1390,~~740~~685 and $613,~~519~~740, respectively, which were primarily due to net ~~loss~~ loss for the year, and increase in accounts payable and accrued liabilities, taxes payables, and accrued wages and salaries with an offset by share-based compensation.

Cash Provided by Investing Activities

For the years ended December 31, ~~2022~~2023 and ~~2021~~2022, ~~the~~ the Company had cash used in investing activities in the amount of $~~380~~132,000 and $0379,900, respectively, for the development of its platform application.

Cash Provided by Financing Activities

For the years ended December 31, ~~2022~~2023 and ~~2021~~2022, ~~the~~ the Company had cash provided by financing activities in the amount of $~~398~~218,~~771~~378 and ~~cash used in financing activities of~~ $~~143~~398,~~926~~672, respectively, which consisted of working capital advances from and repayment to our CEO.

As of December 31, ~~2022~~2023, and ~~2021~~2022, we had cash ~~and~~ and cash equivalents of $~~5,032~~725 and $~~nil~~5,032, respectively.

Our auditors have issued a “going concern” opinion, meaning that there is substantial doubt if we can continue as an on-going business for the next twelve months unless we obtain additional capital. No substantial revenues are anticipated until we have implemented our plan of operations.

The Company requires additional funding to meet its ongoing obligations and to fund anticipated operating losses. Our auditor has expressed substantial doubt about our ability to continue as a going concern. The ability of the Company to continue as a going concern is dependent on raising capital to fund its initial business plan and ultimately to attain profitable operations. These financial statements do not include any adjustments relating to the recoverability and classification of recorded asset amounts, or amounts and classification of liabilities that might result from this uncertainty.

We expect to incur marketing and professional and administrative expenses as well expenses associated with maintaining our filings with the Commission. We will require additional funds during this time and will seek to raise the necessary additional capital. If we are unable to obtain additional financing, we may be required to reduce the scope of our business development activities, which could harm our business plans, financial condition and operating results. Additional funding may not be available on favorable terms, if at all. The Company intends to continue to fund its business by way of equity or debt financing and advances from related parties. Any inability to raise capital as needed would have a material adverse effect on our business, financial condition and results of operations.

If we cannot raise additional funds, we will have to cease business operations. As a result, investors in the Company’s common stock would lose all of their investment.

Off Balance Sheet Arrangements

There are no off-balance sheet arrangements currently contemplated by management or in place that are reasonably likely to have a current or future effect on the business, financial condition, changes in financial condition, revenue or expenses, result of operations, liquidity, capital expenditures and/or capital resources.

Recent Accounting Pronouncements

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

ITEM 7A. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

Not applicable to a “smaller reporting company” as defined in Rule 12b-2 of the Exchange Act.

ITEM 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA

The full text of the Company’s financial ~~statements~~ statements for the years ended December 31, ~~2022~~2023 and ~~2021~~2022, begins on page F-1 of this Annual Report on Form 10-K.

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

There have been no changes in or disagreements with accountants regarding our accounting, financial disclosures or any other matter.

ITEM 9A. CONTROLS AND PROCEDURES

Evaluation of Disclosure Controls and Procedures

~~The~~We maintain ~~management~~disclosure ofcontrols ~~the~~and ~~Company~~procedures is(as ~~responsible~~defined ~~for~~in ~~establishing and~~Rule ~~maintaining~~13a-15(e) ~~adequate~~under ~~internal~~the ~~control~~Exchange ~~over~~Act) ~~financial~~that ~~reporting,~~are asdesigned to ensure that information required byto ~~Sarbanes-Oxley~~be ~~(SOX)~~disclosed ~~Section~~by ~~404~~us A.in ~~The~~reports ~~Company’s internal~~that ~~control~~we ~~over~~file ~~financial~~under ~~reporting~~the Exchange Act is arecorded, ~~process~~processed, ~~designed~~summarized ~~under~~and ~~the~~reported ~~supervision~~as ofspecified in the ~~Company~~SEC’s ~~Chief~~rules ~~Executive~~and ~~Officer~~forms and that such information required to be disclosed by us in reports that we file under the Exchange Act is accumulated and communicated to our management, including our Chief ~~Financial~~Executive Officer, to ~~provide~~allow ~~reasonable~~timely ~~assurance~~decisions regarding required disclosure. Management, with the ~~reliability~~participation of ~~financial~~our ~~reporting~~Chief ~~and~~Executive ~~the~~Officer, ~~preparation~~performed an evaluation of the ~~Company’s financial~~effectiveness ~~statements~~of ~~for~~our ~~external~~disclosure controls ~~purposes~~and inprocedures ~~accordance~~as ~~with~~of UDecember 31, 2023.S. ~~generally~~Based ~~accepted~~on ~~accounting~~that ~~principles~~evaluation, our management, including our Chief Executive Officer, concluded that our disclosure controls and procedures were not effective as of December 31, 2023.

Management recognizes ~~assessed~~that ~~the~~any ~~effectiveness~~controls ofand ~~the~~procedures, ~~Company’s~~no matter how well designed and operated, can provide only reasonable assurance of achieving ~~internal~~their ~~control~~objectives ~~over~~and ~~financial~~management ~~reporting~~necessarily ~~based~~applies onits judgment in evaluating the ~~criteria~~cost-benefit ~~for~~relationship ~~effective~~of possible controls and procedures. Our management concluded that our internal control over financial reporting ~~established~~was ~~in SEC~~not ~~guidance~~effective onat ~~conducting~~December ~~such~~31, ~~assessments~~2023. asA ofmaterial weakness ~~the~~is ~~end~~a ofdeficiency, ~~the~~or ~~period~~a ~~covered~~combination byof ~~this~~deficiencies, ~~report.~~in ~~Management~~internal ~~conducted~~control ~~the~~over ~~assessment~~financial ~~based on~~reporting, ~~certain~~such ~~criteria~~that ~~established~~there inis ~~Internal~~a ~~Control~~reasonable possibility -that ~~Integrated~~a ~~Framework~~material ~~issued~~misstatement byof the ~~Committee~~Company’s ofannual ~~Sponsoring~~or ~~Organizations~~interim offinancial ~~the Treadway~~statements ~~Commission.~~will ~~Based~~not be prevented or detected on ~~this~~a ~~assessment,~~timely ~~management~~basis. ~~concluded~~The ~~that~~limitation ~~our~~of the Company’s internal ~~controls~~control over financial reporting was ~~not~~due ~~effective~~to the applied risk-based approach aswhich is indicative of ~~December~~many ~~31,~~small ~~2022~~companies with limited number of staff in corporate functions. The identified weaknesses were:

~~The~~· ~~matters~~Material ~~involving~~Weakness ~~internal~~– ~~controls~~We ~~and~~did ~~procedures that~~not ~~the~~maintain ~~Company’s~~effective ~~management~~controls ~~considered~~over tocertain beaspects ~~material weaknesses under the standards~~ of the ~~Public~~financial ~~Company~~reporting ~~Accounting~~process ~~Oversight Board~~because ~~were:~~we (1i) ~~lack~~lacked of a ~~functioning~~sufficient ~~audit~~complement ~~committee~~of ~~and~~personnel ~~lack~~with of a ~~majority~~level of ~~outside~~accounting ~~directors~~expertise ~~on the Company’s board of directors, resulting in ineffective oversight in the establishment~~ and ~~monitoring~~an ofadequate ~~required~~supervisory ~~internal~~review ~~controls~~structure ~~and~~that ~~procedures;~~is ~~(2)~~commensurate ~~inadequate segregation of duties consistent~~ with ~~control~~our ~~objectives; (3) insufficient written policies and procedures for accounting and~~ financial reporting ~~with~~ ~~respect to the~~ requirements and ~~application of US GAAP and SEC disclosure requirements; and~~ (4ii) ~~ineffective~~we lacked controls over ~~period end~~the ~~financial~~ disclosure ~~and~~of ~~reporting~~our ~~processes~~business operations. ~~The~~· ~~aforementioned~~lack ~~material weaknesses were identified by the Company’s Chief Financial Officer in connection with the review~~ of ~~our~~segregation ~~financial statements as~~ of ~~December~~duties ~~31,~~Significant ~~2022~~Deficiencies ~~and~~– ~~communicated~~Inadequate ~~the~~segregation ~~matters~~of ~~to our management~~duties.

Management believes that the material weaknesses set forth in items (2), (3) and (4) above did not have an effect on the Company’s financial results. However, management believes that the lack of a functioning audit committee and lack of a majority of outside directors on the Company’s board of directors, resulting in ineffective oversight in the establishment and monitoring of required internal controls and procedures can result in the Company’s determination to its financial statements for the future years.

We expect ~~are committed~~ to ~~improving~~be ~~our~~materially ~~financial~~dependent ~~organization. As~~upon ~~part~~third ofparties ~~this commitment, we will create a position~~ to ~~segregate~~provide ~~duties~~us ~~consistent~~ with ~~control~~accounting ~~objectives~~consulting ~~and~~services ~~will~~for ~~increase~~the ~~our~~foreseeable ~~personnel~~future which ~~resources~~we ~~and~~believe ~~technical~~will ~~accounting~~mitigate ~~expertise within~~ the ~~accounting~~impact ~~function~~of ~~when~~the ~~funds~~material ~~are~~weaknesses ~~available~~discussed toabove. ~~the~~Until ~~Company:~~such i)time ~~Appointing~~as ~~one or~~we ~~more~~have ~~outside~~a ~~directors~~chief tofinancial ~~our~~officer ~~board~~with the ofrequisite ~~directors~~expertise ~~who~~in ~~shall~~U.S. beGAAP ~~appointed~~and toestablish ~~the~~an audit committee ofand ~~the~~implement ~~Company~~internal ~~resulting~~controls inand aprocedures, ~~fully functioning~~there ~~audit~~are ~~committee~~no ~~who~~assurances that ~~will undertake~~ the ~~oversight~~material inweaknesses ~~the establishment~~ and ~~monitoring~~significant ofdeficiencies ~~required~~in ~~internal~~our disclosure controls and procedures~~; and~~ ~~ii) Preparing and implementing sufficient written policies and checklists which~~ will ~~set~~not ~~forth~~result ~~procedures~~in ~~for~~errors ~~accounting~~in ~~and~~our financial ~~reporting~~statements ~~with~~which ~~respect~~could lead to ~~the~~a ~~requirements~~restatement ~~and application~~ of USthose ~~GAAP~~financial ~~and SEC disclosure requirements~~statements.

Management believes that the appointment of one or more outside directors, who shall be appointed to a fully functioning audit committee, will remedy the lack of a functioning audit committee and a lack of a majority of outside directors on the Company’s Board. In addition, management believes that preparing and implementing sufficient written policies and checklists will remedy the following material weaknesses (i) insufficient written policies and procedures for accounting and financial reporting with respect to the requirements and application of US GAAP and SEC disclosure requirements; and (ii) ineffective controls over period end financial close and reporting processes. Further, management believes that the hiring of additional personnel who have the technical expertise and knowledge will result proper segregation of duties and provide more checks and balances within the department. Additional personnel will also provide the cross training needed to support the Company if personnel turn over issues within the department occur. This coupled with the appointment of additional outside directors will greatly decrease any control and procedure issues the company may encounter in the future.

We will continue to monitor and evaluate the effectiveness of our internal controls and procedures and our internal controls over financial reporting on an ongoing basis and are committed to taking further action and implementing additional enhancements or improvements, as necessary and as funds allow.

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

There have been no changes in our internal control over financial reporting identified in connection with the evaluation required by paragraph (d) of Rules 13a-15 or 15d-15 under the Exchange Act that occurred during the small business issuer’s last fiscal year that has materially affected, or is reasonably likely to materially affect, our internal control over financial reporting.

Changes in Internal Control over Financial Reporting

There have ~~were~~been no changes ~~that~~in ~~have affected, or are reasonably likely to materially affect,~~ our internal control over financial reporting ~~(as~~during ~~defined~~the inyear ~~Rules~~ended ~~13a-15(f)~~December or31, ~~15d-15(f)~~2023 ~~under~~that ~~the~~have ~~Exchange~~materially affected, ~~Act)~~or ~~during~~are ~~the~~reasonably ~~year~~likely ~~ended~~to ~~December~~materially 31affect, ~~2022~~our internal control over financial reporting.

ITEM 9B. OTHER INFORMATION

~~None~~During the quarter ended December 31, 2023, no director or officer adopted or terminated any Rule 10b5-1 trading arrangement or non-Rule 10b5-1 trading arrangement, as each term is defined in Item 408(a) of Regulation S-K.

PART III

ITEM 10. DIRECTORS, EXECUTIVE OFFICERS AND CORPORATE GOVERNANCE

Our executive officers and director are as follows:

Name	Age	Position
Chris Chang	5960	~~CEO,~~ President, ~~Director~~CFO, ~~CFO~~Chairman
Tingyu (Christine) Chang	38	CEO, Director
Frank J. Hariton	74	Director
Yulung Tso	58	Director
Te Wei Wu	47	Director

Chris Chang, President, Chief ~~Executive~~ Financial Officer, ~~President, Director~~Chairman

Employment History:

CEO and Director of Alternative Fuel Technologies, Inc. - 2018 to Present
Founder and CEO of ConneXionONE - 2018 to Present

Mr. Chang is the founder, director and ~~CEO~~CFO of ConneXionONE Corp. He founded the company in 2018 and continues to be the sole officer and director. Mr. Chang has been an entrepreneur in Taiwan and US with over 25 years of experiences in the telecommunications industry covering 5 continents. He is engaged in telecommunications product development, business alliance development, global sales and marketing, and strategic planning involving VOIP services. Mr. Chang is the owner of Connection Portal, Inc. (USA), a global VoIP service provider and ConneXionONE Communications Inc. (USA), a hosted PBX service provider.

Mr. Chang’s knowledge in the telecommunications industry and his experience with startup companies make him a great fit for the position of officer and director of Alternative Fuel Technologies, Inc. He has extensive knowledge of smaller companies that require regulatory compliance. Mr. Chang has experience and good working knowledge in the areas of internal company controls and daily management of companies.

Tingyu (Christine) Chang, Chief Executive Officer, Director

Employment History:

GoSky AI, Remote (Social CRM, MarTech):

	·	Strategic Advisor, August 2022 – present
	·	Invited by the Founder & CEO, Fash Chang

Pionex, Remote (Global AI-driven Crypto Exchange)

	·	VP of Marketing Strategy, September 2021 – December 2022
	·	Invited by the Singapore Chairman, Yong Chan

Veinte, Palo Alto (Virtual Learning Platform)

	·	Managing Director, February 2019 – September 2021
	·	Partnered with the Silicon Lake University Board in China, Steve Liang

Botrista Technology, Redwood City, CA (Robotics Beverage Automation Solutions startup)

	·	V.P. of Operations / Consultant, June 2019 – March 2020
	·	Invited by the Founder to facilitate company growth. The Company raised $4M within one year from her onboarding and $10M the following year.

Deep Brain Chain, San Jose, CA (An AI-driven Blockchain Startup)

V.P. of North America, May 2018 – March 2019

Cheetah Mobile America, Palo Alto, CA (NYSE: CMCM): a mobile internet company, offering utility and entertaining apps to the public.

	·	Director of Global App Marketing, September 2017 – May 2018
	·	Director of U.S. Marketing and Communication, February 2016 – Sep 2017

GWC Global, Mountain View, CA

Program Manager, May 2015 – February 2016

Magnet Systems Inc., Palo Alto, CA

Market Analyst / Project Manager, September 2013 – April 2015

Ms. Chang brings over a decade of valuable advisory experience specializing in go-to-market strategies, global network outreach, branding, and community building. She holds a Master of Business Administration from Johns Hopkins Carey Business School. Ms. Chang's diverse experience and proven track record in diverse roles and industries make her an excellent fit for the role of CEO at ConneXionONE Corp. Her strategic insights and leadership skills have consistently contributed to the growth and success of the organizations she has been a part of.

Frank J. Hariton, Director

Mr. Hariton is an attorney in private practice and brings over 30 years of experience as a securities attorney principally representing microcap companies and start-ups. He is admitted to practice in New York State and received his B.A and J.D. from Case Western Reserve University.

Yulung Tso, Director

Mr. Tso joins the board with over 25 years of experience in online gaming, internet, and mobile internet-related fields, along with strong business relations in the Asia region. He has expertise in investor relations, public relations, and building cross-strait business alliances. He received his Master of Accountancy and Financial Information System from Cleveland State University.

Te Wei Wu, Director

Mr. Wu founded and led the Asia operations in Taiwan for the Acorn Pacific Ventures fund since 2022. With prior 15 years of experience as Taiwan Tmall and Taobao GM of Alibaba Group, Vice President of PChome Group, and GM of the Dragons professional baseball team of CPBL, He specializes in mobile-internet industry development, utility apps, advertising systems, e-commerce, and blockchain. He received his Master of Management Information System from Carnegie Mellon University.

Director Independence

Our board of directors is currently composed of ~~one~~ ~~member~~five members who do not qualify as independent directors in accordance with the published listing requirements of the NASDAQ Global Market. The NASDAQ independence definition includes a series of objective tests, such as that the director is not, and has not been for at least three years, one of our employees and that neither the director, nor any of his family members has engaged in various types of business dealings with us. In addition, our board of directors has not made a subjective determination as to each director that no relationship exists which, in the opinion of our board of directors, would interfere with the exercise of independent judgment in carrying out the responsibilities of a director, though such subjective determination is required by the NASDAQ rules. Had our board of directors made these determinations, our board of directors would have reviewed and discussed information provided by the directors and us with regard to each director’s business and personal activities and relationships as they may relate to us and our management.

Involvement in Legal Proceedings

To our knowledge, there have been no material legal proceedings during the last ten years that would require disclosure under the federal securities laws that are material to an evaluation of the ability or integrity of any of our directors or executive officers.

Potential Conflicts of Interest

We are not aware of any current or potential conflicts of interest with our directors or executive officers, other business interests and their involvement with the Company

1011

ITEM 11. EXECUTIVE COMPENSATION

Summary Compensation Table

The Company has made no provisions for paying ~~cash~~ cash or non-cash compensation to its officer ~~and director~~. No salaries are being paid at the present time, and none will be paid unless and until our operations generate sufficient cash flows.

~~Summary Compensation of Named~~ Executive Officers Compensation

Name and Principal Position

Fiscal Year

Salary ($)

Bonus ($)

Stock Awards ($)

Option Awards ($)

All Other Compensation ($)

Total ($)

Stock

Option

All Other

Chris Chang,

2022

–

Name

Salary

Bonus

Awards

Compensation

Total

Chief Executive Officer, President, Chief Financial Officer

2021

–

Principal Position

Year

($)

Chris Chang, President, Chief Financial Officer

2023

–

2022

–

Tingyu (Christine) Chang, Chief Executive Officer

2023

20,000

–

420,407

–

440,407

2022

–

Frank J. Hariton, Director

2023

–

2022

–

Yulong Tso, Director

2023

–

2022

–

Te Wei Wu, Director

2023

–

2022

–

Outstanding Equity Awards at Fiscal Year End

WeOn ~~did~~November ~~not~~1, ~~pay~~2023, ~~any~~Ms. ~~salaries~~Tingyu in(Christine) ~~2022~~Chang, our orChief ~~2021~~Executive Officer ("CEO"), was granted 3,521,000 restricted stock units (“RSUs”). ~~None~~Each RSU represents one share of ~~our~~common ~~executive~~stock, ~~officers~~with ~~received~~a ~~any~~vesting ~~equity~~schedule ~~awards,~~that ~~including,~~includes ~~options,~~25% ~~restricted~~of ~~stock,~~the ~~performance~~shares ~~awards~~vesting or12 ~~other~~months ~~equity~~after ~~incentives~~the vesting commencement date. ~~during~~The ~~the~~remaining ~~year~~shares ~~ended~~will ~~December~~vest 31monthly over the next 36 months, ~~2022~~contingent ~~and~~upon ~~2021~~her continued employment with the Company.

We did not pay any salaries in 2022. None of our executive officers received any equity awards, including, options, restricted stock, performance awards or other equity incentives during the year ended December 31, 2022.

Employment Contracts

On November 1, 2023, Ms. Chang, CEO, signed an employment agreement with the Company. Under the terms of the agreements, Ms. Chang is entitled to receive a monthly salary of $10,000 from the date of hire until the end of January 2024, and a monthly salary of $25,000 from February 2024. As part of the agreement, Ms. Chang is granted 3,521,000 restricted stock units (“RSUs”). Each RSU represents one share of common stock, with a vesting schedule that includes 25% of the shares vesting 12 months after the vesting commencement date. The remaining shares will vest monthly over the next 36 months, contingent upon her continued employment with the Company. ~~has~~Ms. ~~not~~Chang ~~entered~~is ~~into~~also ~~any~~entitled to reimbursement for reasonable travel and other out-of-pocket expenses incurred in connection with their services on our behalf. The employment agreements also contain ~~with~~normal ~~its~~and ~~officer~~customary terms relating to confidentiality, indemnification, non-solicitation, and ~~director~~ownership of intellectual property.

Stock Awards Plan

The Company has not adopted a Stock Awards Plan, but may do so in the future. The terms of any such plan have not been determined.

Director Compensation

~~The~~On ~~Board of Directors of the Company has not adopted~~July a1, ~~stock~~2023, ~~option~~four ~~plan.~~additional ~~The~~directors ~~Company~~appointed ~~has~~as nomembers ~~plans~~ to ~~adopt it but may choose to do so in~~ the ~~future~~board. IfEach ~~such~~director awas ~~plan~~granted ~~is adopted~~300,000 ~~this~~restricted ~~may~~stock ~~be administered~~units ~~by the board or a committee appointed by the board~~ (~~the~~ “~~Committee~~RSU’s”). ~~The committee would have the power to modify,~~ ~~extend~~Each orRSU ~~renew~~represents ~~outstanding~~one ~~options~~share ~~and to authorize the grant~~ of ~~new~~common ~~options in substitution therefore, provided that any such action may not impair any rights under any option previously granted. ConneXionONE Corp. may develop an incentive-based~~ stock ~~option plan for its officers~~ and ~~directors~~vests ~~and~~as ~~may reserve up~~ to ~~10%~~one third of ~~its~~the ~~outstanding~~ shares ofcovered ~~common~~thereby ~~stock~~on ~~for~~each ~~that~~anniversary ~~purpose~~of the director’s service.

~~DIRECTOR~~Director ~~COMPENSATION Name Fees Earned or Paid in Cash ($) Stock Awards ($) Option Awards ($) Non-Equity Incentive Plan~~ Compensation ~~($) Non-Qualified Deferred Compensation Earnings ($) All Other Compensation ($) Total ($) Chris Chang – – – – – – –~~

Name

Year

Fees Earned or

Paid in

Cash

($)

Stock

Awards

($)

Option Awards

($)

Non-Equity

Incentive

Plan

Compensation

($)

Non-Qualified

Deferred

Compensation

Earnings

($)

All

Other

Compensation

($)

Total

($)

Chris Chang

2023

–

2022

–

Tingyu (Christine) Chang

2023

–

150,000

–

150,000

2022

–

Frank J. Hariton

2023

–

150,000

–

150,000

2022

–

Yulong Tso

2023

–

150,000

–

150,000

2022

–

Te Wei Wu

2023

–

150,000

–

150,000

2022

–

Board Committees

We have not formed an Audit Committee, Compensation Committee or Nominating and Corporate Governance Committee as of the filing of this Annual Report. Our Board of Directors performs the principal functions of an Audit Committee. We currently do not have an audit committee financial expert on our Board of Directors. We believe that an audit committee financial expert is not required because the cost of hiring an audit committee financial expert to act as one of our directors and to be a member of an Audit Committee outweighs the benefits of having an audit committee financial expert at this time.

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

The following table sets forth certain information with respect to the beneficial ownership of our voting securities by (i) each director and named executive officer, (ii) all executive officers and directors as a group; and (iii) each shareholder known to be the beneficial owner of 5% or more of the outstanding common stock of the Company as of December 31, ~~2022~~2023.

Beneficial ownership is determined in accordance ~~with~~ with the rules of the SEC. Generally, a person is considered to beneficially own securities: (i) over which such person, directly or indirectly, exercises sole or shared voting or investment power, and (ii) of which such person has the right to acquire beneficial ownership at any time within 60 days (such as through exercise of stock options or warrants). For purposes of computing the percentage of outstanding shares held by each person or group of persons, any shares that such person or persons has the right to acquire within 60 days of December 31, ~~2022~~2023 are deemed to be outstanding, but are not deemed to be outstanding for the purpose of computing the percentage ownership of any other person. The inclusion herein of any shares listed as beneficially owned does not constitute an admission of beneficial ownership.

	Amount and Nature of Beneficial Ownership Common Stock (3)
	Amount and Nature of Beneficial Ownership Common Stock (2)
Name and Address of Beneficial Owner (1)	Number of Shares Beneficially Owned		Percentage Ownership of Shares of Common Stock
Changs International LLC (1) Chris Chang is control person 32679 Kenita Way Union City, CA 94587		25,479,~~683,844~~654 Chris Chang, Officer and Director		3533.4628	%
Han-Yun Hsu No. 17, Aly 9, Ln. 79 Lida St Zhunan township, Miaoli County 350 Taiwan		6,583,~~207,118~~208 Beneficial owner of more than 5%		98.1660	%
Cho-Chun Miao (2) 14F, No 1, Ln. 126, Sec. 1 Xuefu Rd., Tucheng Dist. New Taipei City 236 Taiwan		3,763,867,431 Beneficial owner of more than 5%		5.24	%
Nien-Ting Tsai 2F, No 6. Ln. 140, Sec 7, Zohgshan N Rd, Shilin Dist Taipei Taiwan		4,500,000 Beneficial owner of more than 5%		5.88	%
Nien-Ting Tsai 2F, No 6. Ln. 140, Sec 7, Zohgshan N Rd, Shilin Dist Taipei Taiwan		4,500,000,000 Beneficial owner of more than 5%		6.26	%
		36,562,862		47.76	%
		25,479,683,844		35.46	%

	(1)	All officers and directors as a group
	(2)	~~Cho-Chun~~Based ~~Miao~~on is76,571,644 ~~the~~shares ~~spouse of Mr. Chris Chang~~outstanding
	(3)	Based on 71,850,033,691 shares outstanding

1214

Regulation S-K, Item 4, Section C require disclosure of promoters and certain control persons for registrants that are filing a registration statement on Form 10 under the Exchange Act and that had a promoter at any time during the past five fiscal years shall:

(i)

State the names of the promoter(s), the nature and amount of anything of value (including money, property, contracts, options or rights of any kind) received or to be received by each promoter, directly or indirectly, from the registrant and the nature and amount of any assets, services or other consideration therefore received or to be received by the registrant; and

(ii)

As to any assets acquired or to be acquired by the registrant from a promoter, state the amount at which the assets were acquired or are to be acquired and the principle followed or to be followed in determining such amount, and identify the persons making the determination and their relationship, if any, with the registrant or any promoter. If the assets were acquired by the promoter within two years prior to their transfer to the registrant, also state the cost thereof to the promoter.

Ms. Harvey is considered a promoter(s) under the meaning of Securities Act Rule 405. Ms. Harvey was appointed custodian of the Company and under its duties stipulated by the Nevada court. Ms. Harvey took initiative to organize the business of the issuer. As receiver, her duties were to conduct daily business, hold shareholder meetings, appoint officers and directors, reinstate the company with the North Carolina Secretary of State. The custodian also had authority to enter into contracts and find a suitable merger candidate. In addition, Ms. Harvey was compensated for her role as custodian and paid outstanding bills to creditors on behalf of the company. The custodian has not, and will not, receive any additional compensation, in the form of cash or stock, for custodian services. The receivership was discharged on November 18, 2017.

Under Regulation S-K Item 404(c)(2) Registrants shall provide the disclosure required by paragraphs (c)(1)(i) and (c)(1)(ii) of this Item as to any person who acquired control of a registrant that is a shell company, or any person that is part of a group, consisting of two or more persons that agree to act together for the purpose of acquiring, holding, voting or disposing of equity securities of a registrant, that acquired control of a registrant that is a shell company.

As disclosed in Item 4, there are persons, Changs International LLC (controlled by Chris Chang), and Cho-Chun Miao (Chris Chang’s wife) are considered control persons and acquired control of the Company. As discussed in Item 1, Changs International, LLC purchased the majority of the Company’s Restricted Common Stock. These shares represent the controlling block of stock and were purchased from Mr. Zhang for $250,000.

Chris Chang is our CEO and President, and sole member and control person for Changs International LLC. He is not deemed to be independent under Regulation S-K (§229.407(a).

Cho-Chun Miao is the wife of our CEO, Chris Chang, but has no direct relationship with Changs International LLC, other than her relationship to its owner.

Han-Yun Hsu and Nien-Ting Tsai are shareholders owning more than 5% of the outstanding shares of our common stock.

Han-yun Hsu, Nien-Ting Tsai, have no relationship with Changs International LLC and have no relationship with ~~AFTC~~the Company, other than being beneficial shareholders.

We have not established any committees of the Board of Directors.

Except as set forth above, there have been no related party transactions, or any other transactions or relationships required to be disclosed.

Transactions with Related Persons

Mr. Chris Chang, majority shareholder, director ~~and~~ and officer of the Company, have paid certain expenses on behalf of the Company. Such amounts are due on demand and non-interest bearing. The outstanding amount due to related parties was $~~654~~872,~~068~~446 and $~~255~~654,~~296~~ 068 as of December 31, ~~2022~~2023 and ~~2021~~2022, respectively.

1315

ITEM 14. PRINCIPAL ACCOUNTANT FEES AND SERVICES

Independent Auditors’ Fees

The following table represents fees billed for each of the years ended December 31 for professional audit services rendered by our independent registered public accounting firm:

	2022		2021
	2023		2022
Audit fees	$	3321,~~000~~450	$	1633,~~200~~000
Audit-related fees		–		–
Tax fees		–		–
All other fees		–		–
Total	$	3321,~~000~~450	$	1633,~~200~~000

(1)

Audit Fees consist of the aggregate fees billed for professional services rendered for the audit of our annual financial statements and the reviews of the financial statements included in our Forms 10-Q and for any other services that were normally provided in connection with our statutory and regulatory filings or engagements.

(2)

Audit-related fees consist of fees for assurance and related services that are reasonably related to the performance of the audit or review of our financial statements.

(3)

Tax fees consist of fees for professional services rendered for tax compliance, tax advice and tax planning.

(4)

All other fees consist of fees for products and services provided, other than for the services reported under the headings “Audit Fees,” “Audit Related Fees” and “Tax Fees.” The Company has adopted a policy regarding the services of its independent auditors under which our independent accounting firm is not allowed to perform any service which may have the effect of jeopardizing the registered public accountant’s independence. Without limiting the foregoing, the independent accounting firm shall not be retained to perform the following:

· Bookkeeping or other services related to the accounting records or financial statements · Financial information systems design and implementation · Appraisal or valuation services, fairness opinions or contribution-in-kind reports · Actuarial services · Internal audit outsourcing services · Management functions · Broker-dealer, investment adviser or investment banking services · Legal services · Expert services unrelated to the audit

· Financial information systems design and implementation

· Appraisal or valuation services, fairness opinions or contribution-in-kind reports

· Actuarial services

· Internal audit outsourcing services

· Management functions

· Broker-dealer, investment adviser or investment banking services

· Legal services

· Expert services unrelated to the audit

Pre-Approval Policies and Procedures

The SEC requires that before our independent registered public accounting firm is engaged by us to render any auditing or permitted non-audit related service, the engagement be either: (i) approved by our Audit Committee or (ii) entered into pursuant to pre-approval policies and procedures established by the Audit Committee, provided that the policies and procedures are detailed as to the particular service, the Audit Committee is informed of each service, and such policies and procedures do not include delegation of the Audit Committee’s responsibilities to management.

We do not have an Audit Committee. Our Board pre-approves all services provided by our independent registered public accounting firm.

1416

PART IV

ITEM 15. EXHIBITS, FINANCIAL STATEMENT SCHEDULES

Please see the “Exhibit Index,” which is incorporated herein by reference, following the signature page for a list of our exhibits.

ITEM 16. 10-K SUMMARY

As permitted, the registrant has elected not to supply a summary of information required by Form 10-K.

EXHIBIT INDEX

31.1		Certification of Chief Executive Officer pursuant to Rule 13(a)-14(a)/15(d)-14(a) of the Securities Act of 1934

31.2		Certification of Chief Financial Officer pursuant to Rule 13(a)-14(a)/15(d)-14(a) of the Securities Act of 1934

32.1		Certification of Chief Executive Officer Executive Officer under Section 1350 as Adopted pursuant Section 906 of the Sarbanes-Oxley Act of 2002

32.2		Certification of Chief Financial Officer under Section 1350 as Adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002

101		Interactive data files pursuant to Rule 405 of Regulation S-T.

1517

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.

	ConneXionONE Corp.
	(Registrant)
Date: March 27, 2023	By:	/s/ Chris Chang
Date: March 1, 2024	By:	/s/ Tingyu (Christine) Chang
		Chris Chang
		Tingyu (Christine) Chang
		Chief Executive Officer

Date: March 27, 2023	By:	/s/ Chris Chang
Date: March 1, 2024	By:	/s/ Chris Chang
		Chris Chang
		Chief Financial Officer

1618

Index to Financial Statements

Report of Independent Registered Public Accounting Firm (PCAOB No. 5041)	F-2
Balance Sheets as of December 31, 2022 and 2021	F-3
Balance Sheets as of December 31, 2023 and 2022	F-3
Statements of Operations for the years ended December 31, 2022 and 2021	F-4
Statements of Operations for the years ended December 31, 2023 and 2022	F-4
Statements of Stockholders Equity for the years ended December 31, 2022 and 2021	F-5
Statements of Stockholders Equity for the years ended December 31, 2023 and 2022	F-5
Statements of Cash Flows for the years ended December 31, 2022 and 2021	F-6
Statements of Cash Flows for the years ended December 31, 2023 and 2022	F-6
Notes to Financial Statements	F-7

F-1

Report of Independent Registered Public Accounting Firm

To the shareholders and the board of directors of ConneXionOne Corp.

Opinion on the Financial Statements

We have audited the accompanying balance sheets of ConneXionOne Corp. as of December 31, ~~2022~~2023 and ~~2021~~2022, the related statements of operations, stockholders' equity (deficit), and cash flows for the years then ended, and the related notes (collectively referred to as the “"financial statements”"). In our opinion, the financial statements present fairly, in all material respects, the financial position of the Company as of December 31, ~~2022~~2023 and ~~2021~~2022, and the results of its operations and its cash flows for the years then ended, in conformity with accounting principles generally accepted in the United States.

Substantial Doubt about the Company’s Ability to Continue as a Going Concern

The accompanying financial statements have been prepared assuming that the Company will continue as a going concern. As discussed in Note 3 to the financial statements, the Company has suffered recurring losses from operations and has a significant accumulated deficit. In addition, the Company continues to experience negative cash flows from operations. These factors raise substantial doubt about the Company's ability to continue as a going concern. Management's plans in regard to these matters are also described in Note 3. The financial statements do not include any adjustments that might result from the outcome of this uncertainty.

Basis for Opinion

These financial statements are the responsibility of the Company's management. Our responsibility is to express an opinion on the Company's financial statements based on our 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.

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

Our audit 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 audit 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 audit provides a reasonable basis for our opinion.

/S/ BF Borgers CPA PC

BF Borgers CPA PC

(PCAOB ID 5041)

We have served as the Company's auditor since 2022

Lakewood, CO

March 241, ~~2023~~ 2024

F-2

CONNEXIONONE CORP.

FORMERLY ALTERNATIVE FUEL TECHNOLOGIES, INC.

BALANCE SHEETS

	December 31,			December 31,
	2022			2021
	2023			2022
Assets
Current Assets
Cash	$	~~5,032~~725		$	–5,032
Other current receivables and prepayments		~~380~~442,000			–380,000
Total Current Assets		~~385~~442,~~032~~725			–385,032
Total Assets	$	~~385~~442,~~032~~725		$	–385,032
Liabilities
Current Liabilities
Accounts payable and accrued expenses	$	8842,~~250~~499		$	988,~~500~~250
Due to related party		654,068			255,296
Taxes payable		225,888			–
Total Current Liabilities		742,318			264,796
Due to related party		872,446			654,068
Total Current Liabilities		1,140,833			742,318
Other liabilities		1,002,639			1,002,639
Total Liabilities		12,~~744~~143,~~957~~472			1,~~267~~744,~~435~~957
Commitment & contingencies		–			–
Stockholders' Deficit
Preferred Stock Series A, $1 par value; 5,000,000 shares authorized, 0 and 1,000,000 shares issued and outstanding, respectively		–			1,000,000
Common Stock, $0.001 par value; 100,000,000,000 shares authorized, 76,571,644 and 71,850,644 shares issued and outstanding, respectively		76,572			71,851
Common Stock, $0.001 par value; 100,000,000,000 shares authorized, 71,850,033,691 shares issued and outstanding, respectively		71,850,034			71,846,034
Additional paid-in capital		73,515,021			72,499,335
Additional paid-in capital		721,152			(274,848	)
Accumulated loss		(75,292,340	)		(73,931,111	)
Accumulated loss		(73,931,111	)		(73,838,621	)
Total Stockholders' Deficit		(1,700,747	)		(1,359,925	)
Total Stockholders' Deficit		(1,359,925	)		(1,267,435	)
Total Liabilities and Stockholders' Deficit	$	442,725		$	385,032
Total Liabilities and Stockholders' Deficit	$	385,032		$	–

See accompanying notes to financial statements

F-3

CONNEXIONONE CORP.

FORMERLY ALTERNATIVE FUEL TECHNOLOGIES, INC.

STATEMENTS OF OPERATIONS

	Year Ended
	Years Ended
	December 31,			December 31,
	2022			2021
	2023			2022
Revenues	$	–		$	–
Operating expenses
Professional fees		7757,~~390~~450			477,~~549~~390
Other general & administrative expense		15,100			1,810
Management fees		20,000			–
Total operating expenses		92,490			6,359
Stock based compensation		1,020,407			–
Loss from operations		(92,490	)		(6,359	)
Other general & administrative expense		263,372			15,100
Total operating expenses		1,361,229			92,490
Loss from operations		(1,361,229	)		(92,490	)
Other Income (Expenses)
Interest income (expense)		–			–
Total Other Income (Expenses)		–			–
Total other income (expenses)		–			–
Net income (loss) before income taxes		(92,490	)		(6,359	)
Net loss before income tax		(1,361,229	)		(92,490	)
Income tax expense		–			–
Net income (loss)	$	(92,490	)	$	(6,359	)
Net loss	$	(1,361,229	)	$	(92,490	)
Earnings (Loss) per Share - Basic and Diluted	$	0.000		$	0.000
Loss per Share - Basic and Diluted	$	(0.019	)	$	(0.001	)
Weighted Average Shares Outstanding - Basic and Diluted		7173,~~847~~044,~~283,006~~017			7173,~~846~~106,~~033,691~~918

See accompanying notes to financial statements

F-4

CONNEXIONONE CORP.

FORMERLY ALTERNATIVE FUEL TECHNOLOGIES, INC.

STATEMENTS OF STOCKHOLDERS' DEFICIT

For the ~~Year~~Years Ended December 31, ~~2022~~2023 and ~~2021~~2022

	Preferred Stock Series A						Common Stock				Additional						Total
	Shares			Par Value, $1			Shares		Par Value, $0.001		Additional paid-in capital			Accumulated income (loss)			Total Stockholders' Deficit
				Par Value,					Par Value,		paid-in			Accumulated			Stockholders'
Balance, December 31, 2020		1,000,000		$	1,000,000			71,846,033,691	$	71,846,034	$	(274,848	)	$	(73,832,262	)	$	(1,261,076	)
	Shares			$1			Shares		$0.001		capital			loss			Deficit
Net loss		–			–			–		–		–			(6,359	)		(6,359	)
Balance, December 31, 2021		1,000,000		$	1,000,000			71,846,644	$	71,847	$	71,499,339		$	(73,838,621	)	$	(1,267,435	)
Balance December 31, 2021		1,000,000		$	1,000,000			71,846,033,691	$	71,846,034	$	(274,848	)	$	(73,838,621	)	$	(1,267,435	)
Common shares issued for preferred stock converted		(1,000,000	)		(1,000,000	)		4,000		4		999,996			–			–
Balance, December 31, 2021		1,000,000		$	1,000,000			71,846,033,691	$	71,846,034	$	(274,848	)	$	(73,838,621	)	$	(1,267,435	)
Common shares issued for preferred stock converted		(1,000,000	)		(1,000,000	)		4,000,000		4,000		996,000			–			–
Net loss		–			–			–		–		–			(92,490	)		(92,490	)
Balance December 31, 2022		–		$	–			71,850,033,691	$	71,850,034	$	721,152		$	(73,931,111	)	$	(1,359,925	)
Balance, December 31, 2022		–		$	–			71,850,644	$	71,851	$	72,499,335		$	(73,931,111	)	$	(1,359,925	)
Balance, December 31, 2022		–		$	–			71,850,644	$	71,851	$	72,499,335		$	(73,931,111	)	$	(1,359,925	)
Shares issued for services or compensation		–			–			4,721,000		4,721		1,015,686			–			1,020,407
Net loss		–			–			–		–		–			(1,361,229	)		(1,361,229	)
Balance, December 31, 2023		–		$	–			76,571,644	$	76,572	$	73,515,021		$	(75,292,340	)	$	(1,700,747	)

See accompanying notes to financial statements

F-5

CONNEXIONONE CORP.

FORMERLY ALTERNATIVE FUEL TECHNOLOGIES, INC.

STATEMENTS OF CASH FLOWS

	Year Ended
	Years Ended
	December 31,			December 31,
	2022			2021
	2023			2022
Cash Flows from Operating Activities
Net loss	$	(921,~~490~~361,229	)	$	(692,~~359~~490	)
Adjustment to reconcile Net loss from operations:
Depreciation & Amortization expense		–			–
Shares issued for services or compensation		1,020,407			–
Changes in operating assets and liabilities
Accounts payable and accrued expenses		78,750			(160	)
Other current receivables and prepayments		70,000			–
Net Cash Used in Operating Activities		(13,740	)		(6,519	)
Accounts payable and accrued expenses		(45,751	)		78,750
Taxes payable		225,888			–
Net Cash Used in Operating Activities		(90,685	)		(13,740	)
Cash Flows from Investing Activities
Acquisition (Disposal) of intangible assets		(380,000	)		–
Acquisition of intangible assets		(132,000	)		(379,900	)
Net Cash Provided by Investing Activities		(380,000	)		–
Net Cash Used in Investing Activities		(132,000	)		(379,900	)
Cash Flows from Financing Activities
Proceeds from (Repayment of) related party payables		398,772			(143,926	)
Proceeds from related party payables		218,378			398,672
Net Cash Provided by Financing Activities		~~398~~218,~~772~~378			~~(143~~398,~~926~~672	)
Net Increase (Decrease) in Cash		5(4,~~032~~307	)		~~(150~~5,~~445~~032	)
Cash at Beginning of Period		–5,032			~~150,445~~–
Cash at End of Period	$	~~5,032~~725		$	–5,032
Supplemental Cash Flow Information:
Income Taxes Paid	$	–		$	–
Interest Paid	$	–		$	–

See accompanying notes to financial statements

F-6

CONNEXIONONE CORP.

Formerly ALTERNATIVE FUEL TECHNOLOGIES, INC.

NOTES TO FINANCIAL STATEMENTS

As of and for the years ended December 31, ~~2022~~2023 and ~~2021~~2022

NOTE 1 – ORGANIZATION AND OPERATIONS

ConneXionONE Corp. (the “Company”) is a North Carolina corporation, was incorporated on November 12, 1997 under the laws of the State of Nevada as Caspian Development Group, Inc.

On April 1, 1999, the Company has changed the name to Zenith International, Inc. On November 28, 2001, the corporation’s name was changed to Cresset Precious Metals, Inc. The Company has changed the name to Alternative Fuel Technologies, Inc. on October 2, 2007.

On May 22, 2017, the Sixteenth District Court of Macomb County of Michigan granted the Plaintiff’s Application for Default Judgment as a result of the absence of a functioning board of directors and the revocation of the Company’s charter. The order appointed a custodian to take any Corporation actions on behalf of the Company that would further the interests of its shareholders. The Company was then redomiciled from Nevada to North Carolina.

On March 13, 2018, Ms. Harvey entered into a Stock Purchase Agreement with Mr. Haining Zhang, whereby Mr. Zhang purchased 750,000,000 shares of Restricted Common Stock.

On September 10, 2018, a change of control occurred and Changs International, LLC (controlled by Chris Chang) purchased the control block of stock in ~~AFTC~~the Company and was appointed sole officer and director of the Company.

The Company also entered into a Share Exchange Agreement to acquire all of the shares of ConneXionONE Corp (“XONE Cayman”), a company incorporated in the Cayman Islands. The agreement called for the exchange of all of the shares of XONE Cayman for the equivalent of 95% of the shares of the Company. On October 24, 2018, the Company filed to amend its Articles of Incorporation and change its name to ConneXionONE Corp. The Company resolute to cancel the share exchange agreement in December 2019 and completed the cancellation in 2021.

~~The~~Upon cancellation of the share exchange agreement in December 2019, the Company ~~did~~no ~~not~~longer ~~have~~had control or ownership of XONE Cayman. ~~and~~Based upon negotiations, no shares of the Company ~~and XONE Cayman~~ were ~~exchanged~~ cancelled. The share exchange agreement did not have an impact on the Company and its ownership, and there is no impact to the Company'’s financial statements and footnotes.

The Company is a development-stage company that ~~plans~~ toinvolves ~~be involved in~~ social media and internet advertising and marketing services with a decentralized social media platform.

NOTE 2 – SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

Basis of presentation

The Company’s financial statements have been prepared in accordance with accounting principles generally accepted in the United States of America (“U.S. GAAP”). The preparation of financial statements in conformity with accounting principles generally accepted in the United States of America requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. Actual results could differ from those estimates.

F-7

Use of estimates

The preparation of financial statements in conformity with accounting principles generally accepted in the United States of America requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reported period.

The Company’s significant estimates include income taxes provision and valuation allowance of deferred tax assets; the fair value of financial instruments; the carrying value and recoverability of long-lived assets, including the values assigned to an estimated useful lives of computer equipment; and the assumption that the Company will continue as a going concern. Those significant accounting estimates or assumptions bear the risk of change due to the fact that there are uncertainties attached to those estimates or assumptions, and certain estimates or assumptions are difficult to measure or value. Management bases its estimates on historical experience and on various assumptions that are believed to be reasonable under the circumstances, the results of which form the basis for making judgments about the carrying values of assets and liabilities that are not readily apparent from other sources.

Management regularly reviews its estimates utilizing currently available information, changes in facts and circumstances, historical experience and reasonable assumptions. After such reviews, and if deemed appropriate, those estimates are adjusted accordingly. Actual results could differ from those estimates.

Cash and cash equivalents

The Company considers all highly liquid investments with a maturity of three months or less when purchased to be cash equivalents.

Related parties

The Company follows subtopic 850-10 of the FASB Accounting Standards Codification for the identification of related parties and disclosure of related party transactions.

Pursuant to Section 850-10-20 the 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.

The financial statements shall include disclosures of material related party transactions, other than compensation arrangements, expense allowances, and other similar items in the ordinary course of business. However, disclosure of transactions that are eliminated in the preparation of consolidated or combined financial statements is not required in those statements. The disclosures shall include: a. the nature of the relationship(s) involved description of the transactions, including transactions to which no amounts or nominal amounts were ascribed, for each of the periods for which income statements 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 income statements are presented and the effects of any change in the method of establishing the terms from that used in the preceding period; 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.

F-8

Commitments and contingencies

The Company follows subtopic 450-20 of the FASB Accounting Standards Codification to report accounting for contingencies. Certain conditions may exist as of the date the consolidated financial statements are issued, which may result in a loss to the Company but which will only be resolved when one or more future events occur or fail to occur. The Company assesses such contingent liabilities, and such assessment inherently involves an exercise of judgment. In assessing loss contingencies related to legal proceedings that are pending against the Company or unasserted claims that may result in such proceedings, the Company evaluates the perceived merits of any legal proceedings or unasserted claims as well as the perceived merits of the amount of relief sought or expected to be sought therein.

If the assessment of a contingency indicates that it is probable that a material loss has been incurred and the amount of the liability can be estimated, then the estimated liability would be accrued in the Company’s consolidated financial statements. If the assessment indicates that a potential material loss contingency is not probable but is reasonably possible, or is probable but cannot be estimated, then the nature of the contingent liability, and an estimate of the range of possible losses, if determinable and material, would be disclosed.

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

Stock-Based Compensation

The Company accounts for stock-based compensation in accordance with ASC 718, Compensation-Stock Compensation (“ASC 718”). Under the fair value recognition provisions, stock-based compensation cost is measured at the grant date based on the fair value of the award and is recognized as compensation expense on a straight-line basis over the requisite service period, based on the terms of the awards. The Company calculates the fair value of option grants utilizing the Black-Scholes pricing model and estimates the fair value of the stock based upon the estimated fair value of the common stock.

In June 2018, the Financial Accounting Standards Board (“FASB”) issued ASU 2018-07, Compensation - Stock Compensation (Topic 718): Improvements to Nonemployee Share-Based Payment Accounting (“ASU 2018-07”). ASU 2018-07 expands the guidance in ASC 718 to include share-based payments for goods and services to non-employees and generally aligns it with the guidance for share-based payments to employees. In accordance with ASU 2018-07, these stock options and warrants issued as compensation for services provided to the Company are accounted for based upon the fair value of the underlying equity instrument. The fair value of the equity instrument is charged directly to compensation expense and additional-paid-in capital over the period during which services are rendered.

Revenue recognition

The Company adopted ASU 2014-09, Topic 606 on January 1, 2018, using the modified retrospective method. ASC 606 requires the use of a new five-step model to recognize revenue from customer contracts. The five-step model requires that the Company (i) identify the contract with the customer, (ii) identify the performance obligations in the contract, (iii) determine the transaction price, including variable consideration to the extent that it is probable that a significant future reversal will not occur, (iv) allocate the transaction price to the respective performance obligations in the contract, and (v) recognize revenue when (or as) the Company satisfies the performance obligation.

The adoption of Topic 606 has no impact on revenue amounts recorded on the Company’s financial statements as the Company has not generate any revenues.

F-9

Income Tax Provisions

The Company follows Section 740-10-30 of the FASB Accounting Standards Codification, which requires recognition of deferred tax assets and liabilities for the expected future tax consequences of events that have been included in the financial statements or tax returns. Under this method, deferred tax assets and liabilities are based on the differences between the financial statement and tax bases of assets and liabilities using enacted tax rates in effect for the fiscal year in which the differences are expected to reverse. Deferred tax assets are reduced by a valuation allowance to the extent management concludes it is more likely than not that the assets will not be realized. Deferred tax assets and liabilities are measured using enacted tax rates expected to apply to taxable income in the fiscal years in which those temporary differences are expected to be recovered or settled. The effect on deferred tax assets and liabilities of a change in tax rates is recognized in the Statements of Income and Comprehensive Income in the period that includes the enactment date.

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The Company adopted section 740-10-25 of the FASB Accounting Standards Codification (“Section 740-10-25”) with regards to uncertainty income taxes. Section 740-10-25 addresses the determination of whether tax benefits claimed or expected to be claimed on a tax return should be recorded in the financial statements. Under Section 740-10-25, the Company may recognize the tax benefit from an uncertain tax position only if it is more likely than not that the tax position will be sustained on examination by the taxing authorities, based on the technical merits of the position. The tax benefits recognized in the financial statements from such a position should be measured based on the largest benefit that has a greater than fifty percent (50%) likelihood of being realized upon ultimate settlement. Section 740-10-25 also provides guidance on de-recognition, classification, interest and penalties on income taxes, accounting in interim periods and requires increased disclosures.

Earnings (Loss) per Share

Basic earnings per share is computed by dividing ~~net~~ net income available to common stockholders by the weighted average number of common shares outstanding during the period, excluding the ~~effects~~ effects of any potentially dilutive securities. Diluted earnings per share gives effect to all dilutive potential of shares of common stock outstanding during the period including stock options or warrants, using the treasury stock method (by using the average stock price for the period to determine the number of shares assumed to be purchased from the exercise of stock options or warrants), and convertible debt or convertible preferred stock, using the if-converted method. Earnings per share excludes all potential dilutive shares of common stock if their effect is anti-dilutive. ~~There were no potential dilutive securities for the years ended December 31, 2022 and 2021.~~

The unvested restricted stock units were excluded from the computation of basic and dilutive earnings (loss) per share for the years ended December 31, 2023 and 2022.

NOTE 3 – GOING CONCERN

The accompanying financial statements have been prepared assuming that the Company will continue as a going concern, which contemplates continuity of operations, realization of assets, and liquidation of liabilities in the normal course of business.

As reflected in the accompanying financial statements, the Company had an accumulated deficit at December 31, ~~2022~~2023 of $7375,~~931~~292,~~111~~340 without any revenues. These factors among others raise substantial doubt about the Company’s ability to continue as a going concern.

While the Company has not commenced operations and generate revenues, the Company’s cash position may not be significant enough to support the Company’s daily operations. Management intends to raise additional funds by way of a public or private offering. Management believes that the actions presently being taken to further implement its business plan and generate revenues provide the opportunity for the Company to continue as a going concern. While the Company believes in the viability of its strategy to generate revenues and in its ability to raise additional funds, there can be no assurances to that effect. The ability of the Company to continue as a going concern is dependent upon the Company’s ability to further implement its business plan and generate revenues.

The financial statements do not include any adjustments that might be necessary if the Company is unable to continue as a going concern.

NOTE 4 – OTHER CURRENT RECEIVABLES AND PREPAYMENTS

Other current receivables and prepayments comprised of payments made for mobile app development. The amounts were $380,000 and $nil as of December 31, 2022 and 2021.

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NOTE 4 – OTHER CURRENT RECEIVABLES AND PREPAYMENTS

Other current receivables and prepayments comprised of payments made for mobile app development. The amounts were $442,000 and $380,000 as of December 31, 2023 and 2022.

NOTE 5 – OTHER LIABILITIES

Other ~~payable~~liabilities comprised of the following:

Schedule of liabilities	December 31, 2022		December 31, 2021
Schedule of other liabilities	December 31, 2023		December 31, 2022
Liabilities carryover from prior abandoned operations	$	665,735	$	665,735
Accrual carryover from prior abandoned operations		336,904		336,904
Total other liabilities	$	1,002,639	$	1,002,639
Total	$	1,002,639	$	1,002,639

The liabilities of $1,002,639 as of December 31, ~~2022~~2023 and ~~2021~~2022, respectively was due on demand, unsecured, non-interest bearing, and ~~was~~ carried forward from the prior abandoned operations of ~~the Company’s~~ prior ~~management or~~ owners.

The Company had certain cash, other receivable, property, intangible assets, and inventory of $1,066,823, and outstanding wages payable, accrued liabilities, notes payable of $665,735 as of December 31, 2018 that was carryover from the abandoned business operation. Such assets were written-off and outstanding liabilities were assumed by the custodian which are recorded as other payable in the amount of $665,735.

NOTE 6 – RELATED PARTY TRANSACTION

Mr. Chris Chang, majority shareholder, director ~~and~~ and officer of the Company, have advanced working capital to pay expenses of the Company. The advances are due on demand and non-interest bearing. The outstanding amount due to related parties was $~~654~~872,~~068~~446 and $~~255~~654,~~296~~068 as of December 31, ~~2022~~2023 and ~~2021~~2022.

Refer to Note 8 for stock-based compensation for related parties.

NOTE 7 – STOCKHOLDERS’ DEFICIT

Preferred Stock

The Company is authorized to issue 5,000,000 numbers of preferred stock at par value of $1 per share. The 5,000,000 shares have a right of 80% voting control. As of December 31, ~~2022~~2023 and ~~2021~~2022, the Company has 0 ~~and 1,000,000~~ shares of preferred stock issued and outstanding~~, respectively~~.

The Company had 1,000,000 shares of preferred stock Series A issued and outstanding that were carryover from the abandoned business entity. Each share of preferred stock is convertible into four (4) shares of common stock with no preemptive or dividends rights. The 1,000,000 shares of preferred stock represent Seventy percent (80%) voting control of the Company.

On May 22, 2017, the Company’s appointed ~~custodian~~ custodian and its board resolved to remove the 80% super voting rights from the 1,000,000 shares of preferred stock held by Ms. Kathleen A. McCandless, and to convert these shares into 4,000~~,000~~ shares of common stock. These shares were converted into 4,000~~,000~~ shares of common stock on September 9, 2022.

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Common Stock

The Company is authorized to issue 100,000,000,000 shares of Common Stock with a par value of $0.001 per share. As of December 31, 2023 and 2022, the Company has 76,571,644 and 71,850,644 shares of common stock issued and outstanding.

AsOn ofNovember ~~December~~1, 312023, ~~2022~~the ~~and~~Company ~~December~~issued 313, ~~2021~~521, ~~the~~000 ~~Company~~restricted ~~has~~stock ~~71,850,033,691~~units ~~shares~~to the appointed CEO of ~~common~~the ~~stock~~Company ~~issued~~as ~~and~~compensation ~~outstanding,~~(Refer ~~respectively~~to Note 8).

~~On July 29, 2022, the Company’s board and shareholders have approved a one~~F-for-one thousand (1:1,000) reverse stock split of the Company’s class of common stock with all other aspects to remain unchanged. The reverse stock split is pending approval from Financial Industry Regulatory Authority (FINRA).11

On ~~September~~July 91, ~~2022~~2023, 4the Company issued 1,~~000~~200,000 shares of restricted common stock ~~were~~ ~~issued~~units ~~for~~to ~~the~~four ~~conversion~~directors of ~~1,000,000~~the Company as compensation. These shares were unvested as of ~~preferred~~December ~~stock~~31, 2023. (Refer to Note 8).

~~NOTE~~On 8April –17, ~~TAXES~~2023, the reverse stock split of a one-for-one thousand (1:1,000) was approved by Financial Industry Regulatory Authority (FINRA) and became effective without any change in the par value per share. Any fractional shares that would otherwise have resulted from the reverse stock split were rounded up to the next whole number. The Common stock quantity and amount has been retrospectively presented and recorded to additional paid-in capital.

On September 9, 2022, 4,000 shares of common stock were issued for the conversion of 1,000,000 shares of preferred stock.

NOTE 8 – STOCK BASED COMPENSATION

Restricted Stock Units

On November 1, 2023, the Company granted 3,521,000 restricted stock units (“RSUs”) to the appointed CEO of the Company. Each RSU represents one share of common stock with a vesting schedule that includes 25% of the shares vesting 12 months after the vesting commencement date. The remaining shares will vest monthly over the next 36 months, contingent upon her continued employment with the Company. The Company recorded the entire expense of $420,407 for all unvested RSU shares that were issued.

On July 1, 2023, the Company granted the issuance of 1,200,000 shares restricted common stock units (“RSU”) to directors of the Company. Each RSU represents one share of common stock and will vest over a period of three years, with an equal portion vesting annually on each anniversary of the grant date. The RSU were recorded as deferred (unearned) compensation in the amount of $600,000. The fair value of the shares was determined based on the Company’s stock closing price on grant date. The Company recorded the entire expense of $600,000 for all unvested RSU shares that were issued.

Stock based compensation was $600,000 and $nil for the years ended December 31, 2023 and 2022, respectively.

NOTE 9 – TAXES

On December 22, 2017, the President of the United States signed into law the Tax Cuts and Jobs Act (“Tax Reform Act”). The legislation significantly changes U.S. tax law by, among other things, lowering federal corporate income tax rates, implementing a territorial tax system and imposing a transition tax on deemed repatriated earnings of foreign subsidiaries. The Tax Reform Act permanently reduces the U.S. corporate income tax rate from a maximum of 34% to a flat 21% rate, effective January 1, 2018. As a result of the reduction in the U.S. corporate income tax rate from 34% to 21% under the Tax Reform Act, the Company revalued its ending net deferred tax assets.

Corporate income tax rate in North Carolina state is 2.5% of the annual taxable income, while the Franchise Tax is $200 on first 1,000,000 of the Company net worth, and 0.0015% for net worth exceeding $1,000,000.

The Company has accumulated approximately $7375,~~931~~135,~~034~~153 of net operating losses (“NOL”) carried forward to offset future taxable income. In assessing the realization of deferred tax assets, management considers whether it is more likely than not that some portion or all of the deferred tax assets will be realized. The ultimate realization of deferred tax assets is dependent upon the generation of future taxable income during the periods in which those temporary differences become deductible. Management considers the scheduled reversal of deferred tax liabilities, projected future taxable income and tax planning strategies in making this assessment. Based on the assessment, management has established a full valuation allowance against all of the deferred tax asset relating to NOLs for every period because it is more likely than not that all of the deferred tax asset will not be realized.

NOTE 910 – SUBSEQUENT EVENTS

The Company has evaluated subsequent events to ~~the~~ the date the financial statements were issued and has determined that there are no ~~other~~ items to disclose or require adjustments.

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