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 UNITED
STATES

 SECURITIES
AND EXCHANGE COMMISSION

 Washington,
D.C. 20549

 FORM

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

 For
the fiscal year ended: December 31, 2023

 OR

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

 Commission
file number: 0-30786

 Video
River Networks, Inc.

 (Exact
name of registrant as specified in its Charter)

 Nevada

 87-0627349

 (State
 or other jurisdiction of

 incorporation
 or organization)

 (I.R.S.
 Employer

 Identification
 No.)

 Amapola Ave., Suite 200A

 Torrance,
 California

 90501

 (Address
 of principal executive offices)

 (Zip
 Code)

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

 Nighthawk
Systems, Inc.

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

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

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

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

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

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

by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data
File required to be submitted and posted pursuant to Rule 405 of Regulation S-T (Section 232.405 of this chapter) during the preceding
12 months (or such shorter period that the registrant was required to submit and post such files. Yes No

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

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

 Large
Accelerated Filer Accelerated Filer Non-Accelerated Filer

 Emerging
 growth company

 Smaller
 reporting company

 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.

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

 Yes
 No

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

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

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

 As
of March 11, 2024, the aggregate market value of the Registrant's voting and non-voting stock held by non-affiliates of the Registrant
was approximately $838,371 using the average bid and ask price on that day of $0.0130 and a public float of 144,546,809 shares.

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

 As
at March 11, 2024, the number of shares of common stock issued and outstanding was 182,370,497.

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

 DOCUMENTS
INCORPORATED BY REFERENCE

 None.

 VIDEO

 FORM

 TABLE
OF CONTENTS

 Page

 Item

 Item
 1A

 Risk Factors

 Item

 Properties

 Item

 Legal Proceedings

 Item

 Mine Safety Disclosures.

 Item

 Market for Registrant's Common Equity and Related Stockholder Matters

 Item

 Selected Financial Data

 Item

 Management's Discussion and Analysis of Financial Condition and Results of Operation

 Item

 Financial Statements and Supplementary Data

 Item

 Changes in and Disagreements with Accountants on Accounting and Financial Disclosure

 Item
 9A

 Controls and Procedures

 Item
 9B

 Other Information

 Item

 Directors and Executive Officers and Corporate Governance

 Item

 Executive Compensation

 Item

 Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters

 Item

 Certain Relationships and Related Transactions, and Director Independence

 Item

 Principal Accountant Fees and Services

 Item

 Exhibits and Financial Statement Schedules

 Signatures

 Exhibit

 Cautionary
Statement Regarding Forward Looking Statements

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

 PART
I

 ITEM
1 BUSINESS

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

Overview

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

 Corporate
History

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

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

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

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

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

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

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

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

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

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

 Our
Business Objectives and Growth Strategies

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

– Electric Vehicles (EV) Business

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

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

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

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

 Our
Business Plan

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

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

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

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

Strategy and Deal Origination

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

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

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

 investing
 in and operating a wide range of businesses;

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

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

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

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

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

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

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

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

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

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

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

 Acquisition/Business
acquisition Criteria

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

 have
 potential for significant growth, or can act as an attractive EV acquisition platform, following our initial EV Business acquisition;

 have
 demonstrated market segment, category and/or cost leadership and would benefit from our extensive network and insights;

 provide
 operational platform and/or infrastructure for variety of EV models and/or services, with the potential for revenue, market share,
 footprint and/or distribution improvements;

 are
 at the forefront of EV evolution around changing consumer trends;

 offer
 marketing, pricing and product mix optimization opportunities across distribution channels;

 are
 fundamentally sound companies that could be underperforming their potential and/or offer compelling value;

 offer
 the opportunity for our management team to partner with established target management teams or business owners to achieve long-term
 strategic and operational excellence, or, in some cases, where our access to accomplished executives and the skills of the management
 of identified targets warrants replacing or supplementing existing management;

 exhibit
 unrecognized value or other characteristics, desirable returns on capital and a need for capital to achieve the company's growth
 strategy, that we believe have been misevaluated by the marketplace based on our analysis and due diligence review; and

 will
 offer an attractive risk-adjusted return for our shareholders.

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

 Acquisition/Business
acquisition Process

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

 Sourcing
of Potential Business acquisition Targets

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

 Other
Acquisition Considerations

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

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

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

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

 Real
Estate strategy

 Our
Real Estate strategy includes the following components:

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

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

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

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

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

 Our
Affordable Housing Target Markets

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

 Market
Opportunity

 The
Industrial Real Estate Sub-Market

 The
industrial real estate sub-market continues to perform well in this real estate cycle. According to CBRE Group, Inc., the U.S. industrial
property vacancy rate declined to 4.3% in the fourth quarter of 2018, reflecting the 35 th consecutive quarter of positive
net absorption. Nearly 30.0 million square feet of industrial real estate were absorbed in 2018, which resulted in the highest net asking
rents since CBRE Group, Inc. began tracking this metric in 1989.

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

 Our
Financing Strategy

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

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

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

 Portfolio
Management

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

 Acquisitions
and Dispositions

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

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

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

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

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

construction quality, condition and design of the property;

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

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

potential for capital appreciation of the property;

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

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

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

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

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

 Our
Acquisition Process and Underwriting Criteria

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

 Class
 B or better properties with strong and stable cash flows in markets where we believe there exists opportunity for rental growth and
 further value creation;

 Class
 B or better properties that offer significant potential for capital appreciation through repositioning or rehabilitating the asset
 to drive rental growth;

 properties
 available at opportunistic prices providing an opportunity for a significant appreciation in value; and

 development
 of Class A properties in markets where we believe we can generate significant returns from the operation and if appropriate, sale
 of the development.

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

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

 potential
 increases in new construction in the market area;

 areas
 with low job growth prospects;

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

 operating
 efficiencies.

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

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

 Environmental,
Social and Governance ("ESG")

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

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

 Buyouts
of Joint Venture Partners

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

 Risk
Management

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

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

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

 Corporate
Information

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

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

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

 Plan
of Operations

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

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

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

 Summary
of Risk Factors

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

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

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

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

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

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

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

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

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

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

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

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

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

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

 Real
Estate Industry Regulation

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

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

 Insurance

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

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

 Seasonality

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

 Employees

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

 Going
Concern

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

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

 Where
You Can Find Us

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

 Telephone:
310-895-1839.

 Where
You Can Find More Information

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

 Our
Filing Status as a "Smaller Reporting Company"

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

 Implications
of Being an Emerging Growth Company

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

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

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

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

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

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

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

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

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

 ITEM
1A. RISK FACTORS

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

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

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

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

 The
Company has and operates small ongoing revenue generating businesses. As of December 31, 2023, the Company reported revenue of $664,613
and an accumulated deficit of $15,898,383 as of the end of the period. Further, we expect to incur significant costs in pursuit of our
EV acquisition plans. Management's plans to address this need for capital are discussed in the section of this filing titled "Management's
Discussion and Analysis of Financial Condition and Results of Operations." Our plans to raise capital and to consummate our initial
EV business combination may not be successful. These factors, among other conditions, raise substantial doubt about our ability to continue
as a going concern. The financial statements contained elsewhere in this prospectus do not include any adjustments that might result
from our inability to consummate this offering or our inability to continue as a going concern. The financial statements do not include
any adjustments to reflect the possible future effects on the recoverability and classification of assets or the amounts and classification
of liabilities that may result from the outcome of these uncertainties. Our ability to continue as a going concern is dependent upon
our ability to raise additional debt or equity funding to meet our ongoing operating expenses and ultimately in merging with another
entity with experienced management and profitable operations. No assurances can be given that we will be successful in achieving these
objectives.

 RISKS
RELATED TO OUR INDUSTRY

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

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

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

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

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

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

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

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

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

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

 Our
future growth would be dependent upon consumers' willingness to adopt electric vehicles.

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

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

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

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

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

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

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

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

 improvements
 in the fuel economy of the internal combustion engine;

 the
 availability of service for electric vehicles;

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

 the
 environmental consciousness of consumers;

 volatility
 in the cost of oil and gasoline;

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

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

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

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

 perceptions
 about and the actual cost of alternative fuel; and

 macroeconomic
 factors.

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

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

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

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

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

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

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

 Demand
in the automobile industry is highly volatile.

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

 Risks
Related to Our Business

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

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

 Risks
Related to Our Real Estate Investments and Operations

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

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

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

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

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

 in the general or local economic climate, including layoffs, plant closings, industry slowdowns, relocations of significant local
 employers and other events negatively impacting local employment rates and wages and the local economy;

 local
 economic conditions in which the multifamily properties are located, such as oversupply of housing or a reduction in demand for rental
 housing;

 the
 attractiveness and desirability of our multifamily properties to tenants, including, without limitation, our technology offerings
 and our ability to identify and cost effectively implement new, relevant technologies, and to keep up with constantly changing consumer
 demand for the latest innovations;

 inflationary
 environments in which the costs to operate and maintain multifamily properties increase at a rate greater than our ability to increase
 rents, or deflationary environments where we may be exposed to declining rents more quickly under our short-term leases;

 competition
 from other available housing alternatives;

 in rent control or stabilization laws or other laws regulating housing;

 the
 Company's ability to provide for adequate maintenance and insurance;

 declines
 in the financial condition of our tenants, which may make it more difficult for us to collect rents from some tenants;

 tenants'
 perceptions of the safety, convenience and attractiveness of our multifamily properties and the neighborhoods where they are located;
 and

 in interest rates and availability of financing.

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

 Our
success depends on certain key personnel.

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

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

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

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

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

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

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

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

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

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

 the
 results of our investments in high risk products;

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

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

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

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

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

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

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

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

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

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

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

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

 the
 effect of any competing technological or market developments;

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

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

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

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

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

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

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

 increased
 expenses due to transaction and integration costs;

 potential
 liabilities of the acquired businesses;

 potential
 adverse tax and accounting effects of the acquisitions;

 diversion
 of capital and other resources from our existing businesses;

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

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

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

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

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

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

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

 construction
 costs, which may exceed our original estimates due to increases in materials, labor or other costs, which could make the project
 less profitable;

 permitting
 or construction delays, which may result in increased project costs, as well as deferred revenue;

 unavailability
 of raw materials when needed, which may result in project delays, stoppages or interruptions, which could make the project less profitable;

 claims
 for warranty, product liability and construction defects after a property has been built;

 health
 and safety incidents and site accidents;

 poor
 performance or nonperformance by, or disputes with, any of our contractors, subcontractors or other third parties on whom we rely;

 unforeseen
 engineering, environmental or geological problems, which may result in delays or increased costs;

 labor
 stoppages, slowdowns or interruptions;

 liabilities,
 expenses or project delays, stoppages or interruptions as a result of challenges by third parties in legal proceedings; and

 weather-related
 and geological interference, including landslides, earthquakes, floods, drought, wildfires and other events, which may result in
 delays or increased costs.

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

 Liability
for uninsured losses could adversely affect our financial condition.

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

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

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

 The
assets we acquire may be subject to impairment charges.

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

 Risks
Related to Financing Our Business

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

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

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

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

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

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

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

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

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

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

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

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

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

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

 Risks
Related to Our Organization and Structure

 We
are dependent on our key personnel for our success.

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

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

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

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

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

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

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

 the
 election or removal of directors;

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

 change
 our name;

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

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

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

 effect
 certain reverse stock splits;

 our
 liquidation and dissolution; and

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

 Risks
Related to Our Common Stock

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

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

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

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

 in government policies, regulations or laws;

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

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

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

 actual
 or anticipated accounting problems;

 in market valuations of similar companies;

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

 interest
 rate changes;

 additions
 to or departures of our senior management team;

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

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

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

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

 actions
 by institutional stockholders;

 price
 and volume fluctuations in the stock market generally; and

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

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

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

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

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

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

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

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

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

 obtain
 financial information and investment experience objectives of the person, and

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

 The
broker or dealer must also deliver, prior to any transaction in a penny stock, a disclosure schedule prescribed by the SEC relating to
the penny stock market, which, in highlight form:

 sets
 forth the basis on which the broker or dealer made the suitability determination, and

 that
 the broker or dealer received a signed, written agreement from the investor prior to the transaction.

 Generally,
brokers may be less willing to execute transactions in securities subject to the "penny stock" rules. This may make it more
difficult for investors to dispose of our common stock and cause a decline in the market value of our stock.

 The
application of Rule 144 creates some investment risk to potential investors; for example, existing shareholders may be able to rely on
Rule 144 to sell some of their holdings, driving down the price of the shares you purchased.

 The
SEC adopted amendments to Rule 144 which became effective on February 15, 2008 that apply to securities acquired both before and after
that date. Under these amendments, a person who has beneficially owned restricted shares of our common stock for at least six months
would be entitled to sell their securities provided that: (i) such person is not deemed to have been one of our affiliates at the time
of, or at any time during the three months preceding a sale, (ii) we are subject to the Exchange Act periodic reporting requirements
for at least 90 days before the sale and (iii) if the sale occurs prior to satisfaction of a one-year holding period, we provide current
information at the time of sale.

 Persons
who have beneficially owned restricted shares of our common stock for at least six months but who are our affiliates at the time of,
or at any time during the three months preceding a sale, would be subject to additional restrictions, by which such person would be entitled
to sell within any three-month period only a number of securities that does not exceed the greater of either of the following:

 1%
 of the total number of securities of the same class then outstanding (shares of common stock as of the date of this Report); or

 the
 average weekly trading volume of such securities during the four calendar weeks preceding the filing of a notice on Form 144 with
 respect to the sale;

 provided,
 in each case, that we are subject to the Exchange Act periodic reporting requirements for at least three months before the sale.
 Such sales by affiliates must also comply with the manner of sale, current public information and notice provisions of Rule 144.

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

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

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

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

 using
 a significant portion of our available cash;

 issuing
 equity securities, which would dilute current stockholders' percentage ownership;

 incurring
 substantial debt;

 incurring
 or assuming contingent liabilities, known or unknown;

 incurring
 amortization expenses related to intangibles; and

 incurring
 large accounting write-offs or impairments.

 We
may also enter into joint ventures, which involve certain unique risks, including, among others, risks relating to the lack of full control
of the joint venture, potential disagreements with our joint venture partners about how to manage the joint venture, conflicting interests
of the joint venture, requirement to fund the joint venture and its business not being profitable.

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

 Social
Media Presents Risks.

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

 ITEM
1B. UNRESOLVED STAFF COMMENTS

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

 ITEM
2. PROPERTIES

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

 ITEM
3. LEGAL PROCEEDINGS

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

 As
of December 31, 2023, there was no material proceeding to which any of our directors, officers, affiliates or stockholders is a party
adverse to us. During the past ten years, no present director, executive officer or person nominated to become a director or an executive
officer of us:

 (1)
had a petition under the federal bankruptcy laws or any state insolvency law filed by or against, or a receiver, fiscal agent or similar
officer appointed by a court for the business or property of such person, or any partnership in which he was a general partner at or
within two years before the time of such filing, or any corporation or business association of which he was an executive officer at or
within ten years before the time of such filing;

 (2)
was convicted in a criminal proceeding or subject to a pending criminal proceeding (excluding traffic violations and other minor offenses);

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

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

 ii.
engaging in any type of business practice; or

 iii.
engaging in any activity in connection with the purchase or sale of any security or commodity or in connection with any violation of
federal or state securities laws or federal commodities laws; or

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

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

 ITEM
4. MINE SAFETY DISCLOSURES

 Not
applicable.

 PART
II

 ITEM
5. MARKET FOR REGISTRANT'S COMMON EQUITY AND RELATED STOCKHOLDER MATTERS

 (a)

 Market
 for Common Equity

 Our
common stock trades on the OTC market ("Pinksheet") under the symbol "NIHK". The high and low bid quotations
for our common stock were as follows for the periods below (as reported by OTC Market Pink Sheet).

 The
quotations below reflect inter-dealer prices without retail markup, markdown, or commission, and may not represent actual transactions:

 Fiscal Year Ended on December 31, 2023

 High Bid

 Low Bid

 1 st Quarter

 0.0100

 0.0710

 2 nd Quarter

 0.0140

 0.0060

 3 rd Quarter

 0.0089

 0.0023

 4 th Quarter

 0.0150

 0.0052

 Fiscal Year Ended on December 31, 2022

 High Bid

 Low Bid

 1 st Quarter

 0.1344

 0.0310

 2 nd Quarter

 0.0350

 0.0150

 3 rd Quarter

 0.0350

 0.0230

 4 th Quarter

 0.0300

 0.0120

 (b)

 Security
 Holders

 The
number of record holders of our common stock at December 31, 2023 was 164 according to our transfer agent. This figure excludes an indeterminate
number of shareholders whose shares are held in "street" or "nominee" name.

 (c)

 Dividends

 There
have been no cash dividends declared or paid on the Company's common stock since the inception of the Company, and no cash dividends
are contemplated in the foreseeable future. The Company may consider a potential dividend in the future in either common stock or the
stock of future operating subsidiaries.

 Recent
Sale of Unregistered Securities; Use of Proceeds from Registered Securities

 On
October 29, 2019, the company sold one (1) Special 2019 series A preferred share (one preferred share is convertible 150,000,000 share
of common stocks) of the company for an agreed upon purchase price to Community Economic Development Capital LLC, a California limited
liability company. The Special preferred share controls 60% of the company's total voting rights. The issuance of the preferred
share to Community Economic Development Capital LLC gave to Community Economic Development Capital LLC, the controlling vote to control
and dominate the affairs of the company going forward. The purchase was made pursuant to the exemption from registration including, but
not limited to, Section 506 of Reg. D and Section 4.1.

the year ended December 31, 2019, the Company issued 33,375,627 shares of its Common Stock related to services rendered and a hire-on
bonus agreement with its newly hired President and CEO.

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

 On
May 11, 2022, the Company issued 4,448,061 shares of its Common Stock to Maxim Partners LLC, an Investment Banking service provider as
payment for their ongoing and future services. As at December 31, 2023, the Company has as common stock issued and outstanding, 182,370,497
held by more than 169 shareholders.

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

 The
purchasers received written disclosures that the securities had not been registered under the Securities Act of 1933 and that any resale
must be made pursuant to a registration statement or an available exemption from such registration. Each participant in the offering
or offerings described above was given access to full and complete information regarding us, together with the opportunity to meet with
our officers and directors for purposes of asking questions and receiving answers in order to facilitate such participant's independent
evaluation of the risks associated with the purchase of our securities.

 Purchases
of Equity Securities by Registrant and Affiliated Purchasers

 Not
applicable.

 ITEM
6. SELECTED FINANCIAL DATA

 Not
applicable.

 ITEM
7. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATION

 This
report contains certain forward-looking statements and information relating to us that are based on the beliefs and assumptions made
by our management as well as information currently available to the management. When used in this document, the words "anticipate,"
"believe," "estimate," "expect," and similar expressions are intended to identify forward-looking
statements. Such statements reflect our current views with respect to future events and are subject to certain risks, uncertainties,
and assumptions. If one or more of these risks or uncertainties materialize, or if underlying assumptions prove incorrect, actual results
may vary materially from those described herein as anticipated, believed, estimated, or expected.

 Video
River Networks, Inc. ("NIHK," "PubCo" or "Company"), previously known as Nighthawk Systems Inc.,
a Nevada corporation, used to be a provider of wireless and IP-based control solutions for the utility and hospitality industries. On
October 29, 2019, Video River Networks, Inc. sold one (1) Special 2019 series A preferred share (one preferred share is convertible 150,000,000
share of common stocks) of the company for an agreed upon purchase price to Community Economic Development Capital LLC, ("CED Capital")
a California limited liability company CED. The Special preferred share controls 60% of the company's total voting rights and thus,
gave to CED Capital the controlling vote power to control and dominate the affairs of the company theretofor. Upon the closing of the
transaction, the business of CED Capital was merged into the Company and CED Capital became a wholly owned subsidiary of the Company.

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

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

 Environmental,
Social and Governance ("ESG")

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

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

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

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

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

 On
December 30, 2021, in exchange for the 87% control block held by Kid Castle Educational Corporation, a subsidiary of Video River Networks,
Inc. both of which are publicly traded companies with ticker symbols KDCE and NIHK respectively, GiveMePower sold Alpharidge Capital
LLC to KDCE.

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

 Basis
of Presentation

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

 Principles
of Consolidation

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

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

 Because
GiveMePower Corporation is 88% controlled by Kid Castle Educational Corporation, the consolidation rule requires that the Revenue, Assets
and Liabilities recognized and disclosed on the financial statements of GiveMePower Corporation are also recognized and disclosed on
the financial statements of Kid Castle Educational Corporation pursuant to ASC 810.

 Overview

– Electric Vehicles (EV) Business

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

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

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

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

– Real Estate Business

 Our
real estate operations has two lines of business: (1) promote and preserve affordable housing and economic development across urban neighborhoods
in the United States; and (2) acquire, hold and manage specialized assets. To achieve our
objectives, we plan to acquire, own, renovate, develop, redevelop, operate, dispose of, and manage specialized
assets including industrial and commercial real estate, affordable housing and rental property and multi-family properties both
on our own and through our investment management platform. We focus primarily on commercial and multifamily properties located in urban
and high-density suburban markets throughout the United States. Our real estate platform is internally managed with primarily focused
on: (1) the acquisition, ownership and management of specialized industrial properties; and (2) ownership, operation and development
of multi-family affordable housing properties.

 Our
Business Plan

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

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

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

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

Strategy and Deal Origination

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

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

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

 investing
 in and operating a wide range of businesses;

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

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

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

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

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

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

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

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

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

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

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

 Acquisition/Business
acquisition Criteria

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

 have
 potential for significant growth, or can act as an attractive EV acquisition platform, following our initial EV Business acquisition;

 have
 demonstrated market segment, category and/or cost leadership and would benefit from our extensive network and insights;

 provide
 operational platform and/or infrastructure for variety of EV models and/or services, with the potential for revenue, market share,
 footprint and/or distribution improvements;

 are
 at the forefront of EV evolution around changing consumer trends;

 offer
 marketing, pricing and product mix optimization opportunities across distribution channels;

 are
 fundamentally sound companies that could be underperforming their potential and/or offer compelling value;

 offer
 the opportunity for our management team to partner with established target management teams or business owners to achieve long-term
 strategic and operational excellence, or, in some cases, where our access to accomplished executives and the skills of the management
 of identified targets warrants replacing or supplementing existing management;

 exhibit
 unrecognized value or other characteristics, desirable returns on capital and a need for capital to achieve the company's growth
 strategy, that we believe have been misevaluated by the marketplace based on our analysis and due diligence review; and

 will
 offer an attractive risk-adjusted return for our shareholders.

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

 Acquisition/Business
acquisition Process

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

 Sourcing
of Potential Business acquisition Targets

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

 Other
Acquisition Considerations

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

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

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

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

 Plan
of Operations

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

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

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

 Critical
Accounting Policies, Estimates and New Accounting Pronouncements

 Management's
discussion and analysis of its financial condition and plan of operations is based upon our financial statements, which have been prepared
in accordance with accounting principles generally accepted in the United States of America. The preparation of these financial statements
requires that we make estimates and judgments that affect the reported amounts of assets, liabilities, revenues and expenses, and related
disclosure of contingent assets and liabilities. At each balance sheet date, management evaluates its estimates. We base our estimates
on historical experience and on various other assumptions that are believed to be reasonable under the circumstances. Actual results
may differ from these estimates under different assumptions
or conditions. The estimates and critical accounting policies that are most important in fully understanding and evaluating our financial
condition and results of operations include those stated in our financial statements and those listed below:

 Going
Concern

 The
accompanying financial statements have been prepared assuming that the Company will continue as a going concern. As shown in the accompanying
financial statements, we had zero cash flows from operations for the twelve months ended December 31, 2023 and 2022 These conditions
raise substantial doubt as to our ability to continue as a going concern. The financial statements do not include any adjustments that
might be necessary if we are unable to continue as a going concern. Management intends to finance these deficits by making additional
shareholder notes and seeking additional outside financing through either debt or sales of its Common Stock.

 Recently
Adopted Accounting Standards

 Leases

 In
February 2016, the FASB issued ASU 2016-02, "Leases" that requires for leases longer than one year, a lessee to recognize
in the statement of financial condition a right of use asset, representing the right to use the underlying asset for the
lease term, and a lease liability, representing the liability to make lease payments. The accounting update also requires that for finance
leases, a lessee recognize interest expense on the lease liability, separately from the amortization of the right-of-use asset in the
statements of earnings, while for operating leases, such amounts should be recognized as a combined expense. In addition, this accounting
update requires expanded disclosures about the nature and terms of lease agreements. The Company has reviewed the new standard and does
not expect it to have a material impact to the statement of financial condition or its net capital. The
adoption of this guidance resulted in no significant impact to our results of operations or cash flows.

Recognition

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

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

 Entrepreneurship
Development Initiative Revenue:

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

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

 Income
Taxes

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

 Loss
Contingencies

 Consistent
with ASC 450-20-50-1C, if the Company determines that there is a reasonable possibility that a material loss may have been incurred,
or is reasonably estimable, regardless of whether the Company accrued for such a loss (or any portion of that loss), the Company will
confer with its legal counsel, consistent with ASC 450. If the material loss is determinable or reasonably estimable, the Company will
record it in its accounts and as a liability on the balance sheet. If the Company determines that such an estimate cannot be made, the
Company's policy is to disclose a demonstration of its attempt to estimate the loss or range of losses before concluding that an
estimate cannot be made, and to disclose it in the notes to the financial statements under Contingent Liabilities.

 Net
Income (Loss) Per Common Share

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

 Except
for the October 29, 2019 transaction in which the company sold one (1) Special 2019 series A preferred share (one preferred share is
convertible 150,000,000 share of common stocks) to Community Economic Development Capital LLC, no other potentially dilutive debt or
equity instruments were issued or outstanding during the years ended December 31, 2023 and 2022.

 Related
Party Transactions

 We
follow ASC subtopic 850-10, "Related Party Transactions," for the identification of related parties and disclosure of related
party transactions.

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

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

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

 Results
of Operations

 Comparison
of Fiscal Years 2023 and 2022

 Our
financial statements are prepared using accounting principles generally accepted in the United States of America applicable to a going
concern, which contemplates the realization of assets and the liquidation of liabilities in the normal course of business.

 Revenues
— We are generating substantially all our revenue from entrepreneurship development initiative, principal transactions
in proprietary trading operation, and interest accrual on EDI Notes. For the year ended December 31, 2023, revenue from entrepreneurship
development initiative was $1,416,785, net revenue from principal transactions was $(848,922), and EDI interest revenue of $96,750 for
total revenue of $664,613. Compared to total revenue of $3,866,539 for the year ended December 31, 2022.

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

 Net
Income (Loss) — Net Income for the year ended December 31, 2023 was $496,026 compared to Net Income of $767,121 for the
year ended December 31, 2022.

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

 Liquidity
and Capital Resources

 Cash
and Cash Equivalent – As at December 31, 2023, we had $7,009 cash on hand compared to $64,579 in cash as at December 31, 2022.

 Other
Current Assets – Inventory and Receivables - As at December 31, 2023, we had $2,569 in account receivable compared to
$143,198 as at December 31, 2022.

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

 Liquidity
and Capital Resources

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

 Since
2019, most of our operations have been financed through advances from a company controlled by our president and CEO. As of December 31,
2023, the company controlled by our president and CEO has loaned operating capital, pursuant to a Line of Credit Agreements to advance
or loan any additional funds to us in the future. We have not yet achieved significant profitability. We expect that our general and
administrative expenses will continue to increase and, as a result, we will need to generate significant revenues to achieve significant
profitability. We may never achieve significant profitability. Future financing of our operation depends largely on our controlling shareholder,
Mr. Igwealor, advancing most or all of our operating budget.

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

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

 Off-Balance
Sheet Arrangements

 As
of December 31, 2023, we did not engage in any off-balance sheet arrangements as defined in Item 303(a)(4) of Regulation S-K promulgated
by the SEC under the Securities Exchange Act of 1934.

 Contractual
Obligations

 Not
applicable.

 Plan
of Operation for the Next Twelve (12) Months

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

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

 NIHK
currently own zero real property in Los Angeles County.

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

 To
effectively fund our business plan, we must raise additional capital. But there can be no assurance that we will be able to raise the
capital necessary to acquire, own or hold these specialized real properties. Moreover, there can be no assurance that we will be able
to raise the capital necessary to execute our business plan and also to acquire, own or hold specialized real properties.

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

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

 1.

 Month
 1-3: Phase 1 (1-3 months in duration; purchase and rehabilitation of three properties and put them to good use)

 a.

 Identify
 3 properties to acquire

 b.

 Sign
 purchase agreement with the sellers of the 3 properties identified above;

 c.

 Acquire
 and consolidate the revenue from those 3 properties.

 2.

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

 a.

 Integrate
 acquired properties into NIHK's model – consolidate the management of the properties including integration of their accounting
 and finance systems, synchronization of their operating systems, and harmonization of their human resources functions.

 b.

 Complete
 and file quarterly reports and other required filings for the quarter

 3.

 Month
 6-9: Phase 3 (1-3 months in duration; $5 million in estimated fund receipt from loan or equity)

 a.

 Identify
 and acquire 4 specialized properties that are complementary/similar properties or assets in the target market

 4.

 Month
 9-12: Phase 4 (1-3 months duration; use acquired businesses' free cash flow for more acquisitions)

 a.

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

 b.

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

 5.

 Operating
 expenses during the twelve months would be as follows:

 a.

 For
 the six months through June 30, 2024, we anticipate to incur general and other operating expenses of $238,000.

 b.

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

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

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

 Because
our working capital requirements depend upon numerous factors there can be no assurance that our current cash resources will be sufficient
to fund our operations. At present, we have no committed external sources of capital, and do not expect any significant product revenues
for the foreseeable future. Thus, we will require immediate additional financing to fund future operations. There can be no assurance,
however, that we will be able to obtain funds on acceptable terms, if at all.

 ITEM
7A. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

 We
are exposed to market risk, including changes in certain interest rates. All of these market risks arise in the normal course of business,
as we do not engage in speculative trading activities. We have not entered into derivative or hedging transactions to manage risk in
connection with such fluctuations.

 This
analysis does not take into consideration the effect of changes in the level of overall economic activity on interest rate fluctuations.

 ITEM
8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA

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

 VIDEO

 FINANCIAL
STATEMENTS

 FOR
THE YEARS ENDED DEC. 31, 2023 and 2022

 VIDEO

 FINANCIAL
STATEMENTS

 C
O N T E N T S

 PAGE

 BALANCE SHEETS As of December 31, 2023 and 2022 (PCAOB ID: 6235)

 STATEMENTS OF OPERATIONS FOR THE YEARS ended December 31, 2023 and 2022

 STATEMENTS OF CHANGES IN SHAREHOLDERS' DEFICIT FOR THE YEARS ended December 31, 2023 and 2022

 STATEMENTS OF CASH FLOWS FOR THE YEARS ended December 31, 2023 and 2022

 NOTES TO AUDITED FINANCIAL STATEMENTS FOR THE YEARS ended December 31, 2023 and 2022

 – F-24

 Report
of Independent Registered Public Accounting Firm

 To
the Shareholders and the Board of Directors

 Video
River Networks Inc.

 Opinion
on the Financial Statements

 We
have audited the accompanying consolidated balance sheets of Video River Networks Inc. (the "Company") as of December
31, 2023 and 2022, the related statements of operations, changes in stockholders' equity, for each of the two years in the period ended
December 31, 2023, and the related notes (collectively 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, 2023 and 2022, and the
results of its operations and its cash flows for each of the two years in the period ended December 31, 2023, in conformity with accounting
principles generally accepted in the United States of America.

 Basis
for Opinion

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

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

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

 Going
Concern Uncertainty

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

 The
Company has an accumulated deficit of $ 15,898,383 for the year ended December 31, 2023. These factors as discussed in Note 2 of the
financial statements 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 2. The consolidated financial statements do not include any adjustments that might result
from the outcome of these uncertainties.

 Critical
Audit Matters

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

 Related
party transactions:

 We
identified the Company's related party transactions as a critical audit matter because it is a significant amount totaling $3,885,193.
As discussed in Note 3 & 14 to the financial statements, Video Rivers Networks Inc. (NIHK) has significant related party transactions
affecting the assets and liabilities of the company.

 The
procedures performed to address the matter included; (1) obtaining and reviewing legal documents for each transaction, (2) examining
the purposes of the related transactions (3) review the support to ensure proper recording (4) evaluating if the related party transactions
constitute an arm-length transaction in business as defined by generally accepted accounting principles and (5) discussed with the Company's
management the full disclosures of the matter.

 DylanFloyd
Accounting & Consulting

 We
have served as the Company's auditor since 2019.

 Newhall,
California

 April
15, 2024

 F- 1

 VIDEO
RIVER NETWORKS INC

 CONSOLIDATED
BALANCE SHEETS

 December 31, 2023

 ASSETS

 Current Assets:

 Cash and cash equivalents

 $
 7,009

 $
 64,579

 Investments - trading securities

 2,569

 143,198

 Total Current Assets

 9,578

 207,777

 Accrued Interest Receivable

 $
 182,125

 $
 85,375

 Investments - unrelated parties

 30,000

 30,000

 Fixed assets - net

 40,086

 101,081

 Notes Receivable Entrepreneurship Devpt.

 1,579,420

 1,693,420

 Long term Notes Receivable - related parties

 1,815,676

 747,000

 Long term Notes Receivable

 1,815,676

 747,000

 Long term Investments - related parties

 163,513

 553,314

 Long term Investments

 163,513

 553,314

 Total assets

 3,820,398

 3,417,967

 LIABILITIES AND STOCKHOLDERS' EQUITY (DEFICIT)

 Current Liabilities:

 Accrued expenses

 $
 3,200

 3,400

 Marginal loan payable

 -

 -

 Total Current Liabilities

 $
 3,200

 $
 3,400

 Long-Term Liabilities:

 Notes payable - net of current portion

 $

 $

 Line of credit - related party

 -

 -

 Total Long-Term Liabilities

 Total Liabilities

 $
 329,784

 $
 423,379

 STOCKHOLDERS' EQUITY (DEFICIT)

 Preferred stock, $.001 par value, 1,000,000 shares authorized, 1 issued and outstanding As at December 31, 2023 and 2022.

 $
 -

 $
 -

 Common Stock, $ 0.001 par value, 200,000,000 shares authorized, 182,370,497 issued and outstanding As at December 31, 2023 and 2022.

 Additional paid in capital

 19,211,075

 Accumulated deficit

 ( 15,898,383
)

 ( 16,394,409
)

 Total Stockholders' Equity

 $
 3,490,614

 $
 2,994,588

 Total Liabilities and Stockholders' Equity

 3,820,398

 3,417,967

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

 F- 2

 VIDEO
RIVER NETWORKS INC

 CONSOLIDATED
STATEMENTS OF OPERATIONS

 Years
ended December 31, 2023 and 2022

 December 31

 2023

 2022

 Revenue:

 Entrepreneurship Development

 $
 1,513,535

 $
 4,850,408

 Principal transactions - Net

 ( 848,922
)

 ( 983,869

 Total Revenue

 664,613

 $
 3,866,539

 Cost of goods sold:

 Entrepreneurship Development

 285,456

 1,368,115

 Licensing Fees

 -

 -

 Total cost of goods sold

 285,456

 1,368,115

 Gross profit

 379,157

 2,498,424

 Operating expenses:

 General and administrative

 $
 190,850

 1,528,462

 Professional fees

 188,580

 201,861

 Advertising and promotions

 4,451

 Interest expense

 Total operating expenses

 $
 379,844

 1,735,003

 Income (loss) from operations

 $
 ( 687
)

 763,421

 Other Income

 Impairment Charges

 $
 496,713

 Unrealized gain (loss)

 3,700

 Net Income

 $

 Earnings (loss) per Share: Basic and Diluted

 $
 0.0027

 $
 0.0042

 Weighted Average Common Shares Outstanding: Basic and Diluted

 The
accompanying notes to audited condensed consolidated financial statements

 F- 3

 VIDEO
RIVER NETWORKS INC

 STATEMENTS
OF CHANGES IN SHAREHOLDERS' DEFICIT

 Years
ended December 31, 2023 and 2022

 Common

 Paid-In

 Accumulated

 Shares

 Amount

 Capital

 Deficit

 Total

 Balance at December 31, 2006

 139,153,206

 $
 139,153

 $
 18,974,719

 $
 ( 19,113,872
)

 $
 -

 Net
 income for the period

 -

 -

 -

 -

 -

 Balance at December 31, 2018

 139,153,206

 $
 139,153

 $
 18,974,719

 $
 ( 19,113,872
)

 $
 -

 Issuance of common stock to employee

 30,769,230

 30,769

 30,769

 Cumulative Restructuring adjustment

 -

 -

 ( 36,993
)

 ( 36,993

 -

 -

 -

 Balance, December 31, 2019

 169,922,436

 $
 169,922

 $
 18,974,719

 $
 ( 19,150,865
)

 $
 ( 6,224

 Issuance of common stock

 8,000,000

 8,000

 13,978

 21,978

 Acquisition of business

 -

 222,378.0

 ( 152,011
)

 70,367

 -

 -

 ( 82,980
)

 ( 82,980

 Balance, December 31, 2020

 177,922,436

 $
 177,922

 $
 19,211,075

 $
 ( 19,385,856
)

 $
 3,141

 -

 -

 -

 -

 Acquisition & Dispositions

 -

 -

 19,025

 19,025

 -

 -

 -

 2,206,953

 2,206,953

 Balance, December 31, 2022

 177,922,436

 $
 177,922

 $
 19,211,075

 $
 ( 17,159,878
)

 $
 2,229,119

 Issuance of common stock

 4,448,061

 4,448

 ( 4,448
)

 -

 Acquisition & Dispositions

 -

 -

 ( 1,652
)

 ( 1,652

 -

 -

 Balance, December 31, 2022

 $

 $

 $
 ( 16,394,409
)

 $
 2,994,588

 Balance

 $

 $

 $
 ( 16,394,409
)

 $
 2,994,588

 -

 -

 -

 Balance, December 31, 2023

 $

 $

 $
 ( 15,898,383
)

 $
 3,490,614

 Balance

 $

 $

 $
 ( 15,898,383
)

 $
 3,490,614

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

 F- 4

 VIDEO
RIVER NETWORKS INC

 STATEMENTS
OF CASHFLOWS

 Years
ended December 31, 2023 and 2022

 DECEMBER 31,

 2023

 2022

 Cash Flows from Operating Activities:

 Net Income (Loss)

 $

 $

 Adjustments to reconcile net income (loss) to net cash used in operating activities:

 Inventory Asset: Trading Securities

 140,629

 302,852
)

 Accrued expenses and other liabilities

 ( 95,950
)

 ( 85,427

 Depreciation

 60,996

 62,353

 Net cash provided by (used in) operating activities

 601,701

 1,046,899

 Net Cash Flows from Investing Activities:

 Real estate investment - net

 ( 22,256
)

 ( 53,184

 Long term Investments

 389,801

 1,316,434
)

 Fixed Assets - other

 ( 34,731
)

 Net cash provided by (used in) investing activities

 367,545

 1,228,519
)

 Net Cash Flows from Financing Activities

 Borrowing from brokerage loan - margin loan

 ( 23,664

 Notes payable - related party

 ( 92,395
)

 ( 4,817,786

 Notes payable - Entrepreneurship Development

 ( 34,433
)

 Mortgage payable/receivable

 2,609,001
)

 Notes payable - unrelated party

 ( 934,420
)

 ( 645,000

 Net cash provided by (used in) financing activities

 ( 1,026,815
)

 ( 2,911,882

 Net increase (decrease) in cash:

 ( 57,570
)

 ( 636,464

 Cash at the beginning of the period:

 64,579

 701,043

 Cash at the end of the period:

 $
 7,009

 $
 64,579

 Supplemental disclosures of cash flow information Cash paid during the period for:

 Cash paid for interest

 $

 $

 Cash paid for tax

 $
 -

 $
 -

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

 F- 5

 VIDEO

 Notes
to Audited Condensed Consolidated Financial Statements

 1.
 NATURE OF OPERATIONS

 The
Company and Nature of Business

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

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

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

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

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

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

 F- 6

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

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

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

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

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

 Principles
of Consolidation

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

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

 F- 7

 NOTE
2. GOING CONCERN

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

 NOTE
3. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

 Basis
of Presentation

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

 Principles
of Consolidation

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

 COVID-19
Risks, Impacts and Uncertainties

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

 F- 8

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

 Use
of Estimates and Assumptions

 The
preparation of financial statements in conformity with generally accepted accounting principles ("GAAP") 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.

 Cash
and Cash Equivalents

 We
maintain cash balances in a non-interest-bearing account that currently does not exceed federally insured limits. For the purpose of
the statements of cash flows, all highly liquid investments with a maturity of three months or less are considered to be cash equivalents.
As of December 31, 2023 and December 31, 2022 we did maintain $ 7,009 and $ 64,579 balance of cash equivalents respectively.

 Financial
Instruments

 The
estimated fair values for financial instruments were determined at discrete points in time based on relevant market information. These
estimates involved uncertainties and could not be determined with precision. The carrying amount of the our accounts payable and accruals,
our accruals- related parties and loans – related parties approximate their fair values because of the short-term maturities of
these instruments.

 Fair
Value Measurements:

 ASC
Topic 820, Fair Value Measurements and Disclosures ("ASC 820"), provides a comprehensive framework for measuring fair value
and expands disclosures which are required about fair value measurements. Specifically, ASC 820 sets forth a definition of fair value
and establishes a hierarchy prioritizing the inputs to valuation techniques, giving the highest priority to quoted prices in active markets
for identical assets and liabilities and the lowest priority to unobservable value inputs. ASC 820 defines the hierarchy as follows:

 Level
1 – Quoted prices are available in active markets for identical assets or liabilities as of the reported date. The types of assets
and liabilities included in Level 1 are highly liquid and actively traded instruments with quoted prices, such as equities listed on
the New York Stock Exchange.

 Level
2 – Pricing inputs are other than quoted prices in active markets but are either directly or indirectly observable as of the reported
date. The types of assets and liabilities in Level 2 are typically either comparable to actively traded securities or contracts or priced
with models using highly observable inputs.

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

 F- 9

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

 The
table below describes the Company's valuation of financial instruments using guidance from ASC 820-10:

 SCHEDULE OF FINANCIAL INSTRUMENTS

 Description

 Level 1

 Level 2

 Level 3

 Investments – trading securities – December 31, 2023

 $
 2,569

 $
 -

 $
 -

 Investments – trading securities – December 31, 2022

 $
 143,198

 $
 -

 $
 -

 Investment
– Trading Securities

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

 All
investments that are listed on a securities exchange are valued at their last sales price on the primary securities exchange on which
such securities are traded on such date. Securities that are not listed on any exchange but are traded over-the-counter are valued at
the mean between the last "bid" and "ask" price for such security on such date. The Company does not have any
investment securities for which market quotes are not readily available.

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

 Related
Party Transactions:

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

 Revenue,
Assets and Liabilities of Consolidated Subsidiary and Financial Statement Relationship

 As
at December 31, 2023 Video River Networks, Inc. has a 81.75 % controlling stake in Kid Castle Educational Corporation. Because of the
consolidated subsidiary relationship between these two companies, the singular Revenue, Assets and Liabilities recognized and disclosed
on the financial statements of Kid Castle Educational Corporation are also recognized and disclosed on the financial statements of Video
River Networks, Inc. pursuant to ASC 810.

 F- 10

 Leases:

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

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

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

 The
Company does not have operating and financing leases As of December 31, 2023. The adoption of ASC 842 did not materially impact our results
of operations, cash flows, or presentation thereof. The Company has reviewed the new standard and does not expect it to have a material
impact to the statement of financial condition or its net capital.

 Income
Taxes:

 Under
the asset and liability method prescribed within ASC 740, Income Taxes, the Company recognizes deferred tax assets and liabilities for
the future tax consequences attributable to differences between financial statement carrying amounts of assets and liabilities and their
respective tax bases. Deferred tax assets and liabilities are measured using enacted tax rates expected to apply to taxable income in
the years in which those temporary differences are expected to be realized or settled. The effect of a change in tax rates on deferred
tax assets and liabilities is recognized in income in the period that includes the enactment date. The realizability of deferred tax
assets is assessed throughout the year and a valuation allowance is recorded if necessary, to reduce net deferred tax assets to the amount
more likely than not to be realized. Certain prior period deferred tax disclosures were reclassified to conform with current period presentation.

 F- 11

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

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

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

 Uncertain
Tax Positions:

 We
evaluate tax positions in a two-step process. We first determine whether it is more likely than not that a tax position will be sustained
upon examination, based on the technical merits of the position. If a tax position meets the more-likely-than-not recognition threshold
it is then measured to determine the amount of benefit to recognize in the financial statements. The tax position is measured as the
largest amount of benefit that is greater than 50% likely of being realized upon ultimate settlement. We classify gross interest and
penalties and unrecognized tax benefits that are not expected to result in payment or receipt of cash within one year as long term liabilities
in the financial statements.

Recognition:

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

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

 F- 12

 Entrepreneurship
Development Initiative Revenue:

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

Recognition – Sale of homes/properties,

 This
business segment produced zero revenue during the year ended December 31, 2023.

Recognition – Principal (securities) transactions

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

 Interest
Income and Expense

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

the year ended December 31, 2023, the Company did recognized revenue of $ 96,750 in net interest income.

 Principal
Transactions

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

the year ended December 31, 2023, the Company did recognized net revenue $ ( 848,922) from principal transaction.

 F- 13

 Contract
balances

 Substantially
all receivables from contracts with customers within the scope of Accounting Standards Codification (ASC) 606 Revenue From Contracts
With Customers (ASC 606), are included in other assets on the condensed consolidated balance sheets.

 Unsatisfied
performance obligations

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

Recognition – Entrepreneurship Development

 Under
ASC 606, an entity should recognize revenue to depict the transfer of goods or services to customers in an amount that reflects the consideration
to which the entity expects to be entitled in exchange for those goods or services. FASB ASC 606-10-05-3 through 05-4 and 606-10-10-2
through 10-4. To achieve the core principle of ASC 606, an entity should take the following actions: Step 1: Identify the contract with
a customer; Step 2: Identify the performance obligations in the contract; Step 3: Determine the transaction price; Step 4: Allocate the
transaction price; and Step 5: Recognize revenue when or as the entity satisfies a performance obligation.

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

 As
of December 31, 2023, our Entrepreneurship Development Revenue was derived from the sale of asset (control in pubco) to the buyer who
assumes control of the pubco at the close of the sales transaction. A sale transaction could involve cash-only, cash and note, or note-only.
For the contract that includes financing or convertible note, the seller evaluated the collectibility of the transaction price, and the
probability that the seller will collect the consideration. Seller addressed the risk of collectability by using a convertible note with
very favorable conversion.

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

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

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

 Step
3: Determine the transaction price. The transaction price for each sale recognized as EDI revenue was listed on the face of the contract.

 F- 14

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

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

 Entrepreneurship
Development revenues: Revenues and cost of revenues from pubco-control sales are recognized at the time each pubco-control
is delivered and title and possession are transferred to the buyer. For the majority of our pubco-control closings, our performance obligation
to deliver a control of the pubco is satisfied in less than one month from the date a binding sale agreement is signed. In certain circumstances
where we have not completed the cleaning process to rid the pubco of legacy liabilities, we are not able to complete the sale under one
month, and the sale may drag for up to 24 months to allow buyer and seller sufficient time to diligently complete the cleanup work. To
the extent these separate performance obligations are not complete upon the home closing, we defer a portion of the pubco-control sales
revenues related to these obligations and subsequently recognize the revenue upon completion of such obligations. As of December 31,
2022, the pubco-control sales revenues and related costs we deferred related to these obligations were immaterial. Our contract liabilities,
consist of deposits received from customers for sold but undelivered pubco-control.

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

 Sales
Incentives: In order to promote sales of our pubco-control, we may offer buyers' agent sales incentives. These incentives vary
by type of incentive and by amount on cash component of the transaction and on a pubco-by-pubco basis. Incentives are reflected as a
reduction in pubco-control sales revenues. Incentives are recognized at the time the pubco-control is delivered to the buyer and we receive
the sales proceeds in either cash or notes.

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

 Advertising
Costs:

 We
expense advertising costs when advertisements occur. During the year ended December 31, 2023, the Company did recognized advertising
costs of $ 414 compared to $ 4,451 it spent during the year ended December 31, 2022.

 Concentrations
of Credit Risk

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

 F- 15

 Stock
Based Compensation:

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

 NOTE
4. COMMITMENTS & CONTINGENCIES

 Legal
Proceedings

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

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

 From
time to time, the Company may be involved in certain legal actions and claims arising in the normal course of business. Management is
of the opinion that such matters will be resolved without material effect on the Company's financial condition or results of operations.

 Contractual
Obligations

 We
were not subject to any contractual obligations As at December 31, 2023.

 NOTE
5. NET PRINCIPAL TRANSACTIONS INCOME

 The
Company recognizes revenue in accordance with Accounting Standards Codification ("ASC") 606, Revenue from Contracts with
Customers. The Company's net income from principal transactions primarily consists of revenues from sales of trading securities
less original purchase cost (cost of sales). Net principal transactions income primarily consists of income from trading securities earned
upon completion of trade, net of any trading fees. A trading is completed when earned and recognized at a point in time, on a trade-date
basis, as the Company executes trades.

 Net
trading revenue consisted of the following:

OF NET TRADING REVENUE

 January 1, 2023 to December 31, 2023

 Total

 Revenue from sales of securities - net

 $
 ( 848,922
)

 Net loss from principal transactions

 $
 ( 848,922
)

 F- 16

 NOTE
6. SALES – INVESTMENT PROPERTY

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

 NOTE
7. LINE OF CREDIT / LOANS - RELATED PARTIES

 The
Company considers its founders, managing directors, employees, significant shareholders, and the portfolio Companies to be affiliates.
In addition, companies controlled by any of the above named is also classified as affiliates.

 Line
of credit from related party consisted of the following:

OF LINE OF CREDIT FROM RELATED PARTY

 December 31, 2023

 May 20, 2020 (line of
 credit) Line of credit with maturity date of May 4, 2025 with 0 % interest per annum with unpaid principal balance and accrued
 interest payable on the maturity date.

 Total Line of credit - related party

 Less: current portion

 Total Long-term Line of credit - related party

 $

 $

 Los
Angeles Community Capital - $1,500,000 line of credit

 On
May 5, 2020, the Company amended its line of credit agreement to increase it to the amount to $ 1,500,000 with maturity date of May 4,
2025. The line of credit bears interest at 0 % per annum and interest and unpaid principal balance is payable on the maturity date. The
Company has unused line of credit of $ 326,584 As of December 31, 2023.

 NOTE
8. EARNINGS (LOSS) PER SHARE

 Net
Loss per Share Calculation:

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

OF EARNINGS (LOSS) PER SHARE

 Year ended

 December 31, 2023

 Year ended

 Net income

 $

 $
 767,120

 Dividends

 Adjusted Net income attribution to stockholders

 $

 $

 Weighted-average shares of common stock outstanding

 Basic and Diluted

 Net income per share

 Basic and Diluted

 $
 0.0027

 $
 0.0042

 F- 17

 NOTE
9. INCOME TAXES

 Deferred
income taxes reflect the net tax effects of temporary differences between the carrying amounts of assets and liabilities for financial
reporting purposes and the amounts used for income tax purposes. A full valuation allowance is established against all net deferred tax
assets As of December 31, 2023 and December 31, 2022 based on estimates of recoverability. While the Company has optimistic plans for
its business strategy, it determined that such a valuation allowance was necessary given the current and expected near term losses and
the uncertainty with respect to its ability to generate sufficient profits from its business model.

 We
did not provide any current or deferred US federal income tax provision or benefit for any of the periods presented in these financial
statements because we have accumulated substantial operating losses over the years. When it is more likely than not, that a tax asset
cannot be realized through future income, we must record an allowance against any future potential future tax benefit. We have provided
a full valuation allowance against the net deferred tax asset, consisting of net operating loss carry forwards, because management has
determined that it is more likely than not that we will not earn income sufficient to realize the deferred tax assets during the carry
forward periods.

 The
Company has not taken a tax position that, if challenged, would have a material effect on the financial statements As of December 31,
2023 and December 31, 2022 as defined under ASC 740, "Accounting for Income Taxes." We did not recognize any adjustment to
the liability for uncertain tax position and therefore did not record any adjustment to the beginning balance of the accumulated deficit
on the balance sheet.

 A
reconciliation of the differences between the effective and statutory income tax rates for the period ended December 31, 2023 and December
31, 2022:

OF EFFECTIVE INCOME TAX RATE RECONCILIATION

 Percent

 31-Dec-23

 31-Dec-22

 Federal statutory rates

 21.0
 %

 $
 ( 3,338,660
)

 $
 ( 3,442,826
)

 State income taxes

 5.0
 %

 ( 794,919
)

 ( 819,720
)

 Permanent differences

 - 0.5
 %

 79,492

 81,972

 Valuation allowance against net deferred tax assets

 - 25.5
 %

 4,054,088

 4,180,574

 Effective rate

 %

 $
 -

 $
 -

 F- 18

 at
December 31, 2023 and December 31, 2022, the significant components of the deferred tax assets are summarized below:

OF DEFERRED TAX ASSETS

 31-Dec-23

 31-Dec-22

 Deferred income tax asset

 Net operation loss carryforwards

 15,898,383

 16,394,409

 Total deferred income tax asset

 4,133,580

 4,262,546

 Less: valuation allowance

 ( 4,133,580
)

 ( 4,262,546
)

 Total deferred income tax asset

 $
 -

 $
 -

 The
Company has recorded As of December 31, 2023 and December 31, 2022, a valuation allowance of $ 4,133,580 and $ 4,262,546 respectively,
as it believes that it is more likely than not that the deferred tax assets will not be realized in future years. Management has based
its assessment on the Company's lack of profitable operating history.

 The
valuation allowance $ 4,133,580 As at December 31, 2023 decreased by $ 125,781 compared to December 31, 2022 of $ 4,262,546, as a result
of the Company generating additional net operating income of $ 496,026.

 The
Company conducts an analysis of its tax positions and has concluded that it has no uncertain tax positions As of December 31, 2023 and
December 31, 2022.

 The
Company has net operating loss carry-forwards of approximately $ 15,898,383. Such amounts are subject to IRS code section 382 limitations
and expire in 2033.

 NOTE
10. RECENTLY ACCOUNTING PRONOUNCEMENTS

 Recently
Issued Accounting Standards

 ASU
2019-12 — In December 2019, the Financial Accounting Standards Board ("FASB") issued ASU 2019- 12, Simplifying the
Accounting for Income Taxes. The amendments in ASU 2019-12 simplify the accounting for income taxes by removing certain exceptions to
the general principles in Accounting Standards Codification ("ASC") Topic 740, Income Taxes. The amendments also improve
consistent application of and simplify GAAP for other areas of Topic 740 by clarifying and amending existing guidance. ASU 2019-12 will
be effective for the Company's fiscal year beginning October 1, 2021, with early adoption permitted. The transition requirements
are dependent upon each amendment within this update and will be applied either prospectively or retrospectively. The Company does not
expect this ASU to have a material impact on its condensed consolidated financial statements.

 F- 19

 ASU
2016-13 — In June 2016, the FASB issued ASU 2016-13, Measurement of Credit Losses on Financial Instruments, which amends
FASB ASC Topic 326, Financial Instruments - Credit Losses. In addition, in May 2019, the FASB issued ASU 2019-05, Targeted
Transition Relief, which updates FASB ASU 2016-13. These ASU's require financial assets measured at amortized cost to be presented
at the net amount to be collected and broadens the information, including forecasted information incorporating more timely information,
that an entity must consider in developing its expected credit loss estimate for assets measured. These ASU's are effective for
fiscal years beginning after December 15, 2019, including interim periods within those fiscal years. Early application is permitted for
fiscal years beginning after December 15, 2018. Most of our financial assets are excluded from the requirements of this standard as they
are measured at fair value or are subject to other accounting standards. In addition, certain of our other financial assets are short-term
in nature and therefore are not likely to be subject to significant credit losses beyond what is already recorded under current accounting
standards. As a result, we currently do not anticipate this standard to have a significant impact on our consolidated financial statements.

 In
August 2018, the FASB issued ASU 2018-13, Disclosure Framework-Changes to the Disclosure Requirements for Fair Value Measurements,
which amends FASB ASC Topic 820, Fair Value Measurements. This ASU eliminates, modifies and adds various disclosure requirements
for fair value measurements. This ASU is effective for fiscal years beginning after December 15, 2019, and interim periods within those
fiscal years. Certain disclosures are required to be applied using a retrospective approach and others using a prospective approach.
Early adoption is permitted. The various disclosure requirements being eliminated, modified or added are not significant to us. As a
result, we currently do not anticipate this standard to have a significant impact on our consolidated financial statements.

 In
August 2018, the FASB issued ASU 2018-15, Customer's Accounting for Implementation Costs Incurred in a Cloud Computing Arrangement
That is a Service Contract, which amends FASB ASC Subtopic 350-40, Intangibles-Goodwill and Other-Internal-Use Software. This
ASU adds certain disclosure requirements related to implementation costs incurred for internal-use software and cloud computing arrangements.
The amendment aligns the requirements for capitalizing implementation costs incurred in a hosting arrangement that is a service contract
with the requirements for capitalizing implementation costs incurred to develop or obtain internal-use software (and hosting arrangements
that include an internal-use software license). This ASU is effective for fiscal years beginning after December 15, 2019, and interim
periods within those fiscal years. The amendments in this ASU should be applied either using a retrospective or prospective approach.
Early adoption is permitted. We currently do not anticipate this standard to have a significant impact on our consolidated financial
statements.

 In
August 2014, the FASB issued ASU 2014-15 on " Presentation of Financial Statements Going Concern (Subtopic 205-40) –
 Disclosure of Uncertainties about an Entity's Ability to Continue as a Going Concern ". Currently, there is no guidance
in U.S. GAAP about management's responsibility to evaluate whether there is substantial doubt about an entity's ability to
continue as a going concern or to provide related footnote disclosures. The amendments in this update provide such guidance. In doing
so, the amendments are intended to reduce diversity in the timing and content of footnote disclosures. The amendments require management
to assess an entity's ability to continue as a going concern by incorporating and expanding upon certain principles that are currently
in U.S. auditing standards. Specifically, the amendments (1) provide a definition of the term substantial doubt, (2) require an evaluation
every reporting period including interim periods, (3) provide principles for considering the mitigating effect of management's
plans, (4) require certain disclosures when substantial doubt is alleviated as a result of consideration of management's plans,
(5) require an express statement and other disclosures when substantial doubt is not alleviated, and (6) require an assessment for a
period of one year after the date that the financial statements are issued (or available to be issued). The amendments in this update
are effective for public and nonpublic entities for annual periods ending after December 15, 2016. Early adoption is permitted. We currently
do not anticipate this standard to have a significant impact on our consolidated financial statements.

 F- 20

 In
January 2013, the FASB issued ASU No. 2013-01, " Balance Sheet (Topic 210): Clarifying the Scope of Disclosures about Offsetting
Assets and Liabilities. " This ASU clarifies that the scope of ASU No. 2011-11, "Balance Sheet (Topic 210): Disclosures
about Offsetting Assets and Liabilities." applies only to derivatives, repurchase agreements and reverse purchase agreements,
and securities borrowing and securities lending transactions that are either offset in accordance with specific criteria contained in
FASB Accounting Standards Codification or subject to a master netting arrangement or similar agreement. The amendments in this ASU are
effective for fiscal years, and interim periods within those years, beginning on or after January 1, 2013. We currently do not anticipate
this standard to have a significant impact on our consolidated financial statements.

 In
February 2013, the FASB issued ASU No. 2013-02, " Comprehensive Income (Topic 220): Reporting of Amounts Reclassified Out of
Accumulated Other Comprehensive Income." The ASU adds new disclosure requirements for items reclassified out of accumulated
other comprehensive income by component and their corresponding effect on net income. The ASU is effective for public entities for fiscal
years beginning after December 15, 2013. We currently do not anticipate this standard to have a significant impact on our consolidated
financial statements.

 In
February 2013, the Financial Accounting Standards Board, or FASB, issued ASU No. 2013-04, " Liabilities (Topic 405): Obligations
Resulting from Joint and Several Liability Arrangements for which the Total Amount of the Obligation Is Fixed at the Reporting Date. "
This ASU addresses the recognition, measurement, and disclosure of certain obligations resulting from joint and several arrangements
including debt arrangements, other contractual obligations, and settled litigation and judicial rulings. The ASU is effective for public
entities for fiscal years, and interim periods within those years, beginning after December 15, 2013. We currently do not anticipate
this standard to have a significant impact on our consolidated financial statements.

 In
March 2013, the FASB issued ASU No. 2013-05, " Foreign Currency Matters (Topic 830): Parent's Accounting for the Cumulative
Translation Adjustment upon Derecognition of Certain Subsidiaries or Groups of Assets within a Foreign Entity or of an Investment in
a Foreign Entity." This ASU addresses the accounting for the cumulative translation adjustment when a parent either sells a
part or all of its investment in a foreign entity or no longer holds a controlling financial interest in a subsidiary or group of assets
that is a nonprofit activity or a business within a foreign entity. The guidance outlines the events when cumulative translation adjustments
should be released into net income and is intended by FASB to eliminate some disparity in current accounting practice. This ASU is effective
prospectively for fiscal years, and interim periods within those years, beginning after December 15, 2013. We currently do not anticipate
this standard to have a significant impact on our consolidated financial statements.

 In
March 2013, the FASB issued ASU 2013-07, " Presentation of Financial Statements (Topic 205): Liquidation Basis of Accounting. "
The amendments require an entity to prepare its financial statements using the liquidation basis of accounting when liquidation is imminent.
Liquidation is imminent when the likelihood is remote that the entity will return from liquidation and either (a) a plan for liquidation
is approved by the person or persons with the authority to make such a plan effective and the likelihood is remote that the execution
of the plan will be blocked by other parties or (b) a plan for liquidation is being imposed by other forces (for example, involuntary
bankruptcy). If a plan for liquidation was specified in the entity's governing documents from the entity's inception (for
example, limited-life entities), the entity should apply the liquidation basis of accounting only if the approved plan for liquidation
differs from the plan for liquidation that was specified at the entity's inception. The amendments require financial statements
prepared using the liquidation basis of accounting to present relevant information about an entity's expected resources in liquidation
by measuring and presenting assets at the amount of the expected cash proceeds from liquidation. The entity should include in its presentation
of assets any items it had not previously recognized under U.S. GAAP but that it expects to either sell in liquidation or use in settling
liabilities (for example, trademarks). The amendments are effective for entities that determine liquidation is imminent during annual
reporting periods beginning after December 15, 2013, and interim reporting periods therein. We currently do not anticipate this standard
to have a significant impact on our consolidated financial statements.

 F- 21

 We
have reviewed all the recently issued, but not yet effective, accounting pronouncements. Management does not believe that any recently
issued, but not yet effective, accounting standards could have a material effect on the accompanying financial statements. As new accounting
pronouncements are issued, we will adopt those that are applicable under the circumstances.

 NOTE
11. INVESTMENT SECURITIES (TRADING)

 The
Company applied the fair value accounting treatment for trading securities per ASC 320, with unrealized gains and losses recorded in
net income each period. Debt securities classified as trading should be measured at fair value in the currency in which the debt securities
are denominated and remeasured into the investor's functional currency using the spot exchange rate at the balance sheet date.

 Trading
securities are treated using the fair value method, whereby the value of the securities on the company's balance sheet is equivalent
to their current market value. These securities will be recorded in the current assets section under the Investment Securities account
and will be offset in the shareholder's equity section under the unrealized proceeds from sale of short-term investments"
account. The Short Term Investments account amount represents the current market value of the securities, and the "Unrealized Proceeds
From Sale of Short Term Investments" account represents the cash proceeds that the company would receive if it were to sell the
investments at the end of the specified accounting period.

 NOTE
12. REAL ESTATE INVESTMENTS

 Current
Holdings of Real Estate Investments (Inventory):

 As
of December 31, 2023, the Company has $ 0.00 real estate investment holding inventory.

 NOTE
13. MARGINAL LOAN PAYABLE

 As
of December 31, 2023, the Company has $ 0.00 marginal loan outstanding.

 NOTE
14. RELATED PARTY TRANSACTIONS

 The
managing member, CEO and director of the Company is involved in other business activities and may, in the future, become involved in
other business opportunities. If a specific business opportunity becomes available, he may face a conflict in selecting between the Company
and his other business interests. The Company is formulating a policy for the resolution of such conflicts.

 The
Company had the following related party payable transactions:

 Line
 of credit - On May 5, 2020, the Company entered into a line of credit agreement in the amount of $ 1,500,000 with Los Angeles Community
 Capital, which is owned and operated by Frank I. Igwealor, Chief Executive Officer of the Company. The maturity date of the line
 of credit is May 4, 2025. The line of credit bears interest at 0 % per annum and interest and unpaid principal balance is payable
 on the maturity date. The Company has drawn $ 326,584 from the line of credit As of December 31, 2023.

 F- 22

 The
Company had the following related party investment transactions:

 Long
 term Investment – related parties: At numerous times during the year 2021, the Company acquired long-term equity positions
 in various company for which its subsidiary, Alpharidge Capital, LLC also acts or acted as court-appointed custodian. These equity
 consists of free-trading shares, and were capitalized at cost plus transaction cost, finance fees and other acquisition costs. As
 at December 31, 2023, the Company has $ 1,869,748 as Long term Investments - related parties. However, following the spectacular collapse
 of Silicon Valley Bank due to inflated valuation of assets on its book which had obviously decline in value beyond recoverability,
 the Company made a business judgment call to mark those securities to the fair market value As at December 31, 2023. The mark-to-market
 excise resulted in impairment charge of $ 1,316,434, which the Company acknowledged immediately because management believes that the
 value of those held to maturity securities have been impaired beyond recoverabiity. As at December 31, 2023, the company had liquidated
 some of these assets resulting in impairment revaluation of $ 496713. For the year ended December 31, 2023, the Company carried on
 its balance sheet, Investments in the total amount of $ 1,410,478, which was written down to its fair market value of $ 163,513.

 The
Company does not own any property. It currently shares a leased office with two other organizations that are affiliated to its principal
shareholder at 370 Amapola Ave., Suite 200A, Torrance, California 90501. Its principal shareholder and seasonal staff use this location.
The approximate cost of the shared office space varies between $ 650 and $ 850 per month

 NOTE
15. MERGERS AND ACQUISITIONS

 On
September 15, 2020, Video River Networks, Inc. (the "Company") entered into a stock purchase agreement with certain corporation
related to our President and CEO with respect to the private placement of 900,000 shares of its preferred stock at a purchase price of
$ 3 in cash and a transfer of 100 % interest in, and control of Community Economic Development Capital, LLC (a California Limited Liability
Company). The shares were issued to the investors without registration under the Securities Act of 1933 based upon exemptions from registration
provided under Section 4(2) of the Act and Regulation D promulgated thereunder. The issuance did not involve any public offering; no
general solicitation or general advertising was used in connection with the offering. Community Economic Development Capital, is a specialty
real estate holding company for specialized assets including, affordable housing, opportunity zones properties, medical real estate investments,
industrial and commercial real estate, and other real estate related services.

 Similarly,
on September 16, 2020, as part of its purchase of unregistered securities from certain corporation related to our President and CEO,
the Company, received $ 3.00 in cash and 1,000,000 shares of its preferred stock, and in exchange transferred 100 % interest in, and control
of Community Economic Development Capital, LLC ("CED Capital"), a California Limited Liability Company, and 97 % of the issued
and outstanding shares of Cannabinoid Biosciences, Inc. ("CBDX"), to GiveMePower Corporation, a Nevada corporation. This
transaction gave the Company 88 % of the voting control of GiveMePower. As at the time of this transaction, all four businesses involved
in the transaction were controlled by Mr. Frank I Igwealor. Because both the buyer and seller in the above acquisitions were under the
control of the same person, the transaction was classified as "common control transaction and therefore fall under "Transactions
Between Entities Under Common Control" subsections of ASC 805-50. This transaction was therefore accounted for under the Consolidation
Method using the variable interest entity (VIE) model wherein we consolidate all investees operating results if we expect to assume more
than 50 % of another entity's expected losses or gains.

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

 F- 23

 On
December 30, 2021, GMPW repurchased back from KDCE, the 1,000,000 GMPW preferred share, which controls 87 % voting block of GMPW, held
by Kid Castle Educational Corporation, a subsidiary of Video River Networks, Inc. both of which are publicly traded companies with ticker
symbols KDCE and NIHK respectively. In exchange, GMPW delivered 100 % control of one of its subsidiaries, Alpharidge Capital LLC ("Alpharidge")
to KDCE. Alpharidge is now a direct subsidiary of KDCE, which is a direct subsidiary of Video River Networks, Inc.

 NOTE
16. SHAREHOLDERS' EQUITY

 Preferred
Stock

 As
of December 31, 2023 and December 31, 2022, we were authorized to issue 1,000,000 shares, and we have issued 1 shares of preferred stock
with a par value of $ 0.001.

 The
Company has 1 and 1 shares of preferred stock were issued and outstanding As at December 31, 2023 and December 31, 2022.

 Common
Stock

 The
Company is authorized to issue 200,000,000 shares of common stock with a par value of $ 0.001 As at December 31, 2023 and December 31,
2022.

 Twelve
Months ended December 31, 2023

 The
Company has issued 4,448,061 shares of our common stock to Professional service providers as payment for their services. As at December
31, 2023, the Company has as common stock issued and outstanding, 182,370,497 held by more than 169 shareholders.

 Warrants

 No
warrants were issued or outstanding As at December 31, 2023 and December 31, 2022.

 Stock
Options

 The
Company has never adopted a stock option plan and has never issued any stock options.

 NOTE
17. SUBSEQUENT EVENTS

to ASC 855-10, the Company evaluated subsequent events after December 31, 2023 through April 15, 2024, the date these financial statements
were issued and has determined there have been no subsequent events for which disclosure is required. The Company did not have any material
recognizable subsequent events that required disclosure in these financial statements.

 F- 24

 ITEM
 9.

 CHANGES
 IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIAL DISCLOSURE

 None.

 ITEM
 9A.

 CONTROLS
 AND PROCEDURES

the audit of our financial statements for the year ended December 31, 2023, the auditors identified the following deficiency in NIHK's
internal control to be a material weakness:

 Ineffective
 control over the financial statements closing process;

 Insufficient
 personnel with an appropriate level of accounting knowledge, experience with the Company and/or industry, and training in the application
 of GAAP;

 Lack
 of segregation of duties; and

 Inadequate
 monitoring of non-routine and non-systematic transactions.

 Above
observation could be result of us having only one staff accountant supporting our CEO in the accounting function.

 Conclusion
Regarding the Effectiveness of Disclosure Controls and Procedures

to Exchange Act Rule 13a-15(b) our management has performed an evaluation of the effectiveness of our disclosure controls and procedures.
The term disclosure controls and procedures as defined in Exchange Act Rule Rule 13a-15(e) means controls and other procedures of an
issuer that are designed to ensure that information required to be disclosed by the issuer in the reports that it files or submits under
the Exchange Act is recorded, processed, summarized and reported, within the time periods specified in the SEC's rules and forms.
Disclosure controls and procedures include, without limitation, controls and procedures designed to ensure that information required
to be disclosed by an issuer in the reports that it files or submits under the Exchange Act is accumulated and communicated to the issuer's
management, including its principal executive and principal financial officers, or persons performing similar functions, as appropriate
to allow timely decisions regarding required disclosure.

 Based
on its assessment, management concluded that As of December 31, 2023 our disclosure controls and procedures were ineffective. We plan
to take measures to continue improving our disclosure controls and procedures, including instituting a new Enterprise Resource Planning
("ERP") system and engaging an outside accounting firm to advise the Company with respect to setting up internal auditing
and other controls and procedures. The ERP system, when fully operational, will enable the centralization of all information required
to be disclosed pursuant to the Exchange Act to be digitally recorded, processed, summarized and reported in a timely and secured manner.

 Management's
Report on Internal Control Over Financial Reporting

 Our
management is responsible for establishing and maintaining adequate internal control over financial reporting, as such term is defined
in the rules promulgated under the Securities Exchange Act of 1934. Under the supervision and with the participation of our management,
including our principal executive and financial accounting officer, we have conducted an evaluation of the effectiveness of our internal
control over financial reporting. Management's assessment of internal control over financial reporting was conducted using the
criteria in "Internal Control over Financial Reporting - Guidance for Smaller Public Companies" issued by the Committee of
Sponsoring Organizations of the Treadway Commission.

 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 accounting firm pursuant to
temporary rules of the SEC that permit the Company to provide only management's report in this annual report.

 Changes
in internal control over financial reporting

 We
are continuing our efforts to improve our internal controls over financial reporting. Among other improvements, we shall implement a
comprehensive ERP system that will improve the Company's internal controls. As of the date of this Form 10K, management is unable
to meaningfully determine the date the ERP system will be installed and become operational, but expects it to be installed in the first
quarter of 2026. The Company believes that full implementation of its new ERP System will improve disclosure controls and procedures
by performing the following functions:

 Maintain
 detailed records and produce comprehensive financial statements on a periodic basis allowing management to review and detect irregular
 financial activities;

 Place
 different check-points on the progression of ordinary monetary activities of the business; and

 Delineate
 individual and/departmental responsibilities and effectively separate respective departmental transactions so as to prevent occurrence
 of intentional misappropriation of funds.

 Pending
the implementation of the ERP system, we shall implement additional controls to ensure that our internal controls over financial reporting
are effective. These controls include:

 All
 departments requesting funds must obtain written approval from the Chief Executive Officer or the Chairman of the Board before the
 accounting department may commence processing payments;

 All
 fund transfer applications must be approved by the applicable department supervisor before the application may be processed. No one
 can authorize their own application. This is applicable to all staff including staff at the managerial level;

 All
 fund transfer applications must be accompanied by supporting documentation, such as a copy of the relevant contract copy of the relevant
 invoice or stock pre-payment statement;

 Stock
 purchases require the approval of the supervisor or manager of the relevant department, the approval of the accounts department,
 and a stock receipt and suppliers' certification. Finally the application must be approved by the Chairman of the Board before
 funds may be released; and

 All
 pre-payments must be tracked by the fund applicant and the payments must be cleared within the month of payment or in accordance
 with the date stipulated in the relevant contract.

 ITEM
 9B.

 OTHER
 INFORMATION

 None.

 PART
III

 ITEM
 10.

 DIRECTORS
 AND EXECUTIVE OFFICERS AND CORPORATE GOVERNANCE

 Name

 Age*

 Position
 within the Company

 Term

 Mr.

 Chairman,
 Director and Chief Executive and Financial Officer

 November
 2019 to present

 Ms.
 Patience Ogbozor

 Director

 October
 2019 to present

 Bishop
 Christopher Milton

 Director

 November
 2020 to present

 Ms.
 Perpetual U Emeana

 Director

 April
 2021 to present

 *Age
As at December 31, 2023.

 Term
of Office

 Each
of our directors is appointed to hold office until the next annual meeting of our shareholders or until his respective successor is elected
and qualified, or until she resigns or is removed in accordance with the provisions of the Nevada Statues. Our officers are appointed
by our board of directors and hold office until removed by the board of directors or until their resignation.

 Background
and Business Experience

 The
business experience during the past five years of the persons listed above as an Officer or Director of the Company either presently
or during the year ended December 31, 2019 is as follows:

 Frank
Igwealor, CPA, CMA, JD, MBA, MSRM is a financial manager with broad technical and management experience in accounting, finance, and
business advisory. Mr. Igwealor is a Certified Financial Manager, Certified Management Accountant, and Certified Public Accountant.

 Frank
has an extensive financial consulting experience as a CPA, CMA, CFM consultant, Frank have provided top-level financial reporting, Accounting,
SEC Reporting, Business Valuation, Mergers & Acquisitions, GAAP/ IFRS Conversion, Pre IPO/RTO Prep, 280E Tax, and Biological Assets
Valuation. Frank has been an important part of the team that successfully delivered on the following:

 Consolidated
 subsidiaries and shepherd the consolidated holding company through GAAP and IFRS audit and get them listed on the US and Canadian
 exchanges.

 Prepared
 complete audit packages, which includes workpapers and all necessary documentation. Frank does not do audits or any attest work.
 This is as a result of Sarbanes-Oxley legislation which prohibits auditors from preparing financial statements or conducting any
 accounting work for their clients.

 Help
 dispensaries and cultivation owners to set up standardized (best practice) accounting and financial reporting systems.

 Frank
 continues to have ongoing consulting project for legal-cannabis businesses such as managing the filing of Form 10-K, 10-Q and the
 associated audit, or just assisting on a technical accounting question such as providing a journal entry for a specific transaction.

 Ms.
Patience C. Ogbozor, President and CEO: Ms. Ogbozor joined Cannabinoid Biosciences in May 2015 as a Finance Manager and became the
President and CEO in November 2018. Ms. Ogbozor is the Chief Executive Officer, Director and controlling shareholder of the Company.
Prior to joining the company, Ms. Ogbozor was with New Haven Pharmacy, Abuja, from 2013 to 2015.

 Bishop
Christopher E. Milton, joined our board in November 2020. Bishop Milton is the Senior Pastor at Holy Assembly Church of God in Christ,
55 East Villa Street. Pasadena, CA 91103. Bishop Milton is Jurisdictional Prelate Southern California Evangelistic jurisdiction of The
Church of God in Christ, Inc. (COGIC) in the United States. Bishop Milton is an accomplished accountant and finance professional by training
and practice. He is the current Chairman of the Internal Audit Committee of the Board of Bishops of The Church of God in Christ, Inc.
(COGIC) in the United States. Bishop Milton has been elected to chair the Audit Committee of Video River Networks, Inc.

 Ms.
Perpetual U Emeana, joined our board in April 2021. Ms. Emeana is a skilled behavioral interventionist with experience working with individuals
of diverse socio-economic backgrounds to achieve their highest potential in school, home, business and community settings. Ms. Emeana
has been elected to chair the Audit Committee of Video River Networks, Inc.

 Except
for Patience and Frank who have spousal relationship, none of our directors are related to any of our other directors and none have any
pending legal claims or litigation against them.

 Compliance
with Section 16(a) of the Exchange Act

 Section
16(a) of the Exchange Act, as amended, will require our executive officers and directors and persons who own more than 10% of a registered
class of our equity securities to file with the Securities and Exchange Commission initial statements of beneficial ownership, reports
of changes in ownership and annual reports concerning their ownership of the our common stock and other equity securities, on Form 3,
4 and 5 respectively. Executive officers, directors and greater than 10% shareholders are required by the Securities and Exchange Commission
regulations to furnish our company with copies of all Section 16(a) reports they file. Mr. Igwealor has filed all required reports under
Section 16(a) of the Exchange Act.

 Board
Committee

 The
Company does not have a formal Audit Committee, Nominating Committee and Compensation Committee. As the Company's business expands,
the directors will evaluate the necessity of an Audit Committee.

 Audit
Committee Financial Expert

 The
Company intends to establish an audit committee of the board of directors, which will consist of soon-to-be-nominated independent directors.
The audit committee's duties would be to recommend to the Company's board of directors the engagement of an independent registered
public accounting firm to audit the Company's financial statements and to review the Company's accounting and auditing principles.
The audit committee would review the scope, timing and fees for the annual audit and the results of audit examinations performed by the
internal auditors and independent registered public accounting firm, including their recommendations to improve the system of accounting
and internal controls. The audit committee would at all times be composed exclusively of directors who are, in the opinion of the Company's
board of directors, free from any relationship which would interfere with the exercise of independent judgment as a committee member
and who possess an understanding of financial statements and generally accepted accounting principles.

Committee

 The
Company intends to establish a compensation committee of the board of directors. The compensation committee would review and approve
the Company's salary and benefits policies, including compensation of executive officers.

 Security
Holders Recommendations to Board of Directors

 We
do not currently have a process for security holders to send communications to the board of directors. However, we welcome comments and
questions from our shareholders. Shareholders can direct communications to the Company at our executive offices.

 Involvement
in Certain Legal Proceedings

 To
our knowledge, during the last ten years, none of our directors and executive officers (including those of our subsidiaries) has:

 Had
 a bankruptcy petition filed by or against any business of which such person was a general partner or executive officer either at
 the time of the bankruptcy or within two years prior to that time.

 Been
 convicted in a criminal proceeding or been subject to a pending criminal proceeding, excluding traffic violations and other minor
 offenses.

 Been
 subject to any order, judgment or decree, not subsequently reversed, suspended or vacated, of any court of competent jurisdiction,
 permanently or temporarily enjoining, barring, suspending or otherwise limiting his involvement in any type of business, securities
 or banking activities.

 Been
 found by a court of competent jurisdiction (in a civil action), the SEC, or the Commodities Futures Trading Commission to have violated
 a federal or state securities or commodities law, and the judgment has not been reversed, suspended or vacated.

 Been
 the subject to, or a party to, any sanction or order, not subsequently reverse, suspended or vacated, of any self-regulatory organization,
 any registered entity, or any equivalent exchange, association, entity or organization that has disciplinary authority over its members
 or persons associated with a member.

 Section
16(a) Beneficial Ownership Reporting Compliance

 Section
16(a) of the Exchange Act requires our executive officers and directors and persons who own more than 10% of a registered class of our
equity securities to file with the SEC initial statements of beneficial ownership, reports of changes in ownership and annual reports
concerning their ownership of our Common Stock and other equity securities, on Form 3, 4 and 5 respectively. Executive officers, directors
and greater than 10% shareholders are required by the SEC regulations to furnish our company with copies of all Section 16(a) reports
they file.

 Code
of Ethics

 We
have adopted a corporate code of ethics. We believe our code of ethics is reasonably designed to deter wrongdoing and promote honest
and ethical conduct; provide full, fair, accurate, timely and understandable disclosure in public reports; comply with applicable laws;
ensure prompt internal reporting of code violations; and provide accountability for adherence to the code. We adopted a Code of Ethics
and Business Conduct which is applicable to our future employees and which also includes a Code of Ethics for our chief executive and
principal financial officers and any persons performing similar functions. A code of ethics is a written standard designed to deter wrongdoing
and to promote:

 honest
 and ethical conduct,

 full,
 fair, accurate, timely and understandable disclosure in regulatory filings and public statements,

 compliance
 with applicable laws, rules and regulations,

 the
 prompt reporting violation of the code, and

 accountability
 for adherence to the code.

 Our
adopted a code of ethics applies to all our directors, officers and employees. Our code of ethics is intended to comply with the requirements
of Item 406 of Regulation S-K.

 We
will provide our code of ethics in print without charge to any stockholder who makes a written request to Frank I Igwealor, our President,
Chief Executive Officer and Chief Financial Officer, at Video River Networks, Inc., 370 Amapola Ave., Suite 200A, Torrance, CA 90501.
Any waivers of the application, and any amendments to, our code of ethics must be made by our board of directors. Any waivers of, and
any amendments to, our code of ethics will be disclosed promptly on our Internet website.

 ITEM
 11.

 EXECUTIVE
 COMPENSATION

Discussion and Analysis

Committee Interlocks and Insider Participation

 As
the Board of Directors does not have a Compensation Committee, the independent directors of the Board oversee the Company's executive
compensation program. We currently do not have independent directors on our Board. Compensation for the CEO and the CFO is approved by
the Independent Directors of the Board or the general Board. Compensation for other executive officers and senior management is determined
by the CEO and CFO pursuant to the Board of Directors delegating to the CEO and CFO authority to do so.

 Elements
to Executive Compensation

 The
Company's executive compensation program is designed to attract and retain executives responsible for the Company's long-term
success, to reward executives for achieving both financial and strategic company goals and to provide a compensation package that recognizes
individual contributions as well as overall business results. The Company's executive compensation program also takes into account
the compensation practices of companies with whom Video River Networks, Inc. competes for executive talent.

 The
two components of the Company's executive compensation program are base salary and annual discretionary bonuses. Overall compensation
is intended to be competitive for comparable positions at peer companies.

 Objectives.
The objectives of the Company's executive compensation policies are to attract and retain highly qualified executives by designing
the total compensation package to motivate executives to provide excellent leadership and achieve Company goals; to align the interests
of executives, employees, and stockholders by establishing cohesive management, financial, operation and marketing goals that reflect
the Company's strategic growth plan; and to provide executives with reasonable security, through retirement plan and annual discretionary
bonuses that motivate them to continue employment with the Company and achieve goals that will make the Company thrive and remain competitive
in the long-run.

 Linkage
between compensation programs and Company objective and values. We link executive compensation closely with the Company objectives,
which we believe are dependent on the level of employee engagement, operational excellence, cost management and profitability achieved.
Currently, the primary quantifiable measurement of operational excellence for the Company is the achievement of profitability, which
is directly related to increasing annual revenue. Executives' annual performance evaluations are based in part on their achievement
of the aforementioned goals and in part on revenue targets that may be established by the Board of Directors at the beginning of each
fiscal year. The Board of Directors has not set a specific revenue goal for the award of bonuses for fiscal 2008. The Company currently
does not have a defined non-equity incentive plan in place for its named executives. Instead, the disinterested members of the Board
of Directors determine if any annual discretionary bonuses should be awarded to named executives in conjunction with the named executives'
annual performance evaluations. As indicated in the table below, during the last three fiscal years, the Board of Directors has not elected
to award any annual discretionary bonuses to any named executives.

 The
roles of various elements of compensation. Executive compensation includes base salary, annual discretionary bonuses awarded by the
Board of Directors in conjunction with named executives' annual performance evaluations and other annual compensation granted under
the noncontributory defined benefit retirement plan. Collectively, the Board's objective is to ensure a total pay package that
is appropriate given the performance of both the Company and the individual named executive.

 Governance
practices concerning compensation. The Board of Directors has implemented a number of procedures that the Board follows to ensure
good governance concerning compensation. These include setting CEO and CFO salaries, authorizing the CEO or the CFO to determine the
salaries of presidents and vice presidents, including Mrs. Huang, President of Shanghai operations, establishing annual goals for the
Company, reviewing proposals for stock incentive plans, exercising fiduciary responsibilities over retirement plans, overseeing management
development and succession planning, and keeping adequate records of its activities.

 Base
Salary

 Each
executive's base salary is initially determined with reference to competitive pay practices of peer companies (where such information
is publicly available) and is dependent upon the executive's level of responsibility and experience. The Board uses its discretion,
rather than a formal weighting system, to evaluate these factors and to determine individual base salary levels. Thereafter, base salaries
are reviewed periodically, and increases are made based on the Board of Director's subjective assessment of individual performance,
as well as the factors discussed above.

 Annual
Discretionary Bonuses

 In
future years we shall pay variable incentive compensation to our executives, however, due to our overall performance in 2021, our executive
officers were not awarded bonuses.

 Summary
Compensation Table

 The
following table sets forth information about the compensation paid or accrued by our chief executive officer, chief financial officer,
and one other most highly compensated executive officer (our "named officers") for the last three completed fiscal years:

 SUMMARY
COMPENSATION TABLE

 Name and Principal Position

 Year

 Salary ($)

 Bonus
 ($)

 Stock Awards ($)

 Non-Equity
 Incentive Plan
 ($)

 Nonqualified Deferred
 Earnings ($)

 Total ($)

 Mr. Frank I Igwealor, Chair, CEO, CFO

 2023

 —

 —

 —

 —

 —

 —

 Mr. Frank I Igwealor, Chair, CEO, CFO

 2022

 —

 —

 —

 —

 —
 (i)

 —

 Mr. Frank I Igwealor, Chair, CEO, CFO

 2021

 —

 —

 —

 —

 —
 (ii)

 —

 Mr. Frank I Igwealor, Chair, CEO, CFO

 2020

 —

 —

 3,100

 —

 —
 (iii)

 3,100

 Notes:

 (i)

 (ii)

 (iii)

 Stock
Option Grants in the Last Fiscal Year; Exercises of Stock Options

 There
were no grants of stock options during the fiscal year ended December 31, 2023. The Company has never granted any stock options.

 ITEM
 12.

 SECURITY
 OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND RELATED STOCKHOLDER MATTERS

 The
following table sets forth the beneficial ownership of shares of our common stock by (i) each person who is known to us to be the beneficial
owner of more than 5% of our common stock; (ii) each director and named executive officer (defined above) individually; and (iii) all
directors and executive officers as a group. Beneficial ownership of common stock has been determined for this purpose in accordance
with Rules 13d-3 and 13d-5 of the Securities and Exchange Commission, under the Securities Exchange Act of 1934, as amended. These rules
provide, among other things, that a person is deemed to be the beneficial owner of common stock if such person, directly or indirectly,
has or shares voting power or investment power with respect to the common stock or has the right to acquire such ownership within sixty
days after the date of this registration statement.

 Unless
otherwise stated, the address for all 5% owners, officers and directors listed below is: 370 Amapola Ave., Suite 200A, Torrance, CA 90501.

 Title of Class

 Name of Beneficial Owner

 Amount and Nature
 of Beneficial
 Ownership

 Percent of Class

 Preferred stock
 (a)

 %

 Common stock
 (b)

 53,432,998

 29.30
 %

 Common stock
 (c)

 Directors and officers as a group

 53,432,998

 29.30
 %

 NOTES:

 (a)

 The
 control share sold to CED Capital is convertible to 150 million shares of our Common stock. Same share reverted to Frank I Igwealor
 as part of the process of merging CED Capital into NIHK

 (b)

 Hire-on-Bonus
 paid to Mr. Igwealor upon his acceptance of the CEO position of the Company

 (c)

 As
 of December 31, 2023 and based on 182,370,497 shares of common stock outstanding.

 ITEM
13.

 CERTAIN
 RELATIONSHIPS AND RELATED TRANSACTIONS, AND DIRECTOR INDEPENDENCE

 Certain
Relationships and Related Transactions

 Our
officers and directors are Mr. Igwealor, our chief executive officer and secretary, and Ms patience C Ogbozor, a Director are also directors
of Goldstein Franklin Inc.

 RELATED
PARTY TRANSACTIONS

 The
managing member, CEO and director of the Company is involved in other business activities and may, in the future, become involved in
other business opportunities. If a specific business opportunity becomes available, he may face a conflict in selecting between the Company
and his other business interests. The Company is formulating a policy for the resolution of such conflicts.

 The
Company had the following related party payable transactions:

 Line
 of credit - On May 5, 2020, the Company entered into a line of credit agreement in the amount of $1,500,000 with Los Angeles Community
 Capital, which is owned and operated by Frank I. Igwealor, Chief Executive Officer of the Company. The maturity date of the line
 of credit is May 4, 2025. The line of credit bears interest at 0% per annum and interest and unpaid principal balance is payable
 on the maturity date. The Company has drawn $326,584 from the line of credit As of December 31, 2023.

 The
Company had the following related party investment transactions:

 Long
 term Investment – related parties: At numerous times during the year 2021, the Company acquired long-term equity positions
 in various company for which its subsidiary, Alpharidge Capital, LLC also acts or acted as court-appointed custodian. The equity
 consists of free-trading shares, and were capitalized at cost plus transaction cost, finance fees and other acquisition costs. As
 at December 31, 2023, the Company has $1,869,748 as Long term Investments - related parties. However, following the spectacular collapse
 of Silicon Valley Bank due to inflated valuation of assets on its book which had obviously decline in value beyond recoverability,
 the Company made a business judgment call to mark those securities to the fair market value As at December 31, 2023. The mark-to-market
 excise resulted in impairment charge of $1,316,434, which the Company acknowledged immediately because management believes that the
 value of those held to maturity securities have been impaired beyond recoverabiity. As at December 31, 2023, the company had liquidated
 some of these assets resulting in impairment revaluation of $496713. For the year ended December 31, 2023, the Company carried on
 its balance sheet, Investments in the total amount of $1,410,478, which was written down to its fair market value of $163,513.

 The
Company does not own any property. It currently shares a leased office with two other organizations that are affiliated to its principal
shareholder at 370 Amapola Ave., Suite 200A, Torrance, California 90501. Its principal shareholder and seasonal staff use this location.
The approximate cost of the shared office space varies between $650 and $850 per month.

 LINE
OF CREDIT – RELATED PARTY

 The
Company considers its founders, managing directors, employees, significant shareholders, and the portfolio Companies to be affiliates.
In addition, companies controlled by any of the above named is also classified as affiliates.

 Line
of credit from related party consisted of the following:

 December 31, 2023

 May 20, 2020 (line of credit) Line of credit with maturity date of May 4, 2025 with
 0% interest per annum with unpaid principal balance and accrued interest payable on the maturity date.

 Total Line of credit - related party

 Less: current portion

 Total Long-term Line of credit - related party

 $

 $

 Los
Angeles Community Capital - $1,500,000 line of credit

 On
May 5, 2020, the Company amended its line of credit agreement to increase it to the amount of $1,500,000 with maturity date of May 4,
2025. The line of credit bears interest at 0% per annum and interest and unpaid principal balance is payable on the maturity date. The
Company has unused line of credit of $326,584 As of December 31, 2023.

 Review,
Approval and Ratification of Related Party Transactions

 Given
our small size and limited financial resources, we have not adopted formal policies and procedures for the review, approval or ratification
of transactions, such as those described above, with our executive officer(s), Director(s) and significant stockholders. We intend to
establish formal policies and procedures in the future, once we have sufficient resources and have appointed additional Directors, so
that such transactions will be subject to the review, approval or ratification of our Board of Directors, or an appropriate committee
thereof. On a moving forward basis, our Directors will continue to approve any related party transaction. Once we have sufficient financial
resources to afford a large board with independent members, we plan to adopt the Policy and Procedures listed below:

 Future
Policy and Procedures with Respect to Related Person Transactions

 In
the future, our Board of Directors would be charged with reviewing and approving all potential related party transactions. All such related
party transactions must then be reported under applicable SEC rules. Whether we have not adopted other procedures for review, or standards
for approval, of such transactions or not, our board would review them on a case-by-case basis.

 We
recognize that Related Person Transactions may raise questions among shareholders as to whether those transactions are consistent with
the best interests of the Company and its shareholders. (Related Person Transaction is defined as a transaction, arrangement or relationship
in which we were, are or will be a participant and the amount involved exceeds the lesser of $120,000 or one percent of the average of
our total assets for the last two fiscal years, and in which any Related Person (defined below) had, has or will have a direct or indirect
interest.) It would be our policy to enter into or ratify Related Person Transactions only when the Board of Directors determines that
the Related Person Transaction in question is in, or is not inconsistent with, the best interests of the Company and its shareholders,
including but not limited to situations where we may obtain loans, products or services of a nature, quantity or quality, or on other
terms, that are not readily available from alternative sources or when we provide products or services to Related Persons on an arm's
length basis on terms comparable to those provided to unrelated third parties or on terms comparable to those provided to employees generally.

 "Related
Person" would be defined as follows:

 1.

 any
 person who is, or at any time since the beginning of the Company's last fiscal year was, a director or executive officer of
 the Company or a nominee to become a director of the Company;

 2.

 any
 person who is known to be the beneficial owner of more than 5% of any class of the Company's voting securities;

 3.

 any
 immediate family member of any of the foregoing persons, which means any child, stepchild, parent, stepparent, spouse, sibling, mother-in-law,
 father-in-law, son-in-law, daughter-in-law, brother-in-law, or sister-in-law of the director, executive officer, nominee or more
 than 5% beneficial owner, and any person (other than a tenant or employee) sharing the household of such director, executive officer,
 nominee or more than 5% beneficial owner; and

 4.

 any
 firm, corporation or other entity in which any of the foregoing persons is employed or is a general partner or principal or in a
 similar position or in which such person has a 5% or greater beneficial ownership interest.

 Directors
and executive officers would be required to submit to the Board of Directors, acting in its role as audit committee, a list of immediate
family members and a description of any proposed Related Person Transactions on an annual basis and provide updates during the year.

 In
our review of any Related Person Transactions, the Board of Directors would consider all of the relevant facts and circumstances available
to it, including (if applicable) but not limited to: the benefits to the Company; the impact on a director's independence in the
event the Related Person is a director, an immediately family member of a director or an entity in which a director is a partner, shareholder
or executive officer; the availability of other sources for comparable products or services; the terms of the transaction; and the terms
available to unrelated third parties or to employees generally. No member of the Board of Directors may participate in any review, consideration
or approval of any Related Person Transaction with respect to which such member or any of his or her immediate family members is the
Related Person. The Board of Directors will approve or ratify only those Related Person Transactions that are in, or are not inconsistent
with, the best interests of the Company and its shareholders, as the Board of Directors determines in good faith. The Board of Directors
will convey the decision to the Chief Executive Officer or the Chief Financial Officer, who will convey the decision to the appropriate
persons within the Company. The policy outlined above has NOT been adopted by the company, but rather is just a template of what the
Company wanted in such policy if and when it adopts one.

 Director
Independence

 None
of our directors qualifies as independent director as defined under the NASDAQ Listing Rules.

 ITEM
 14.

 PRINCIPAL
 ACCOUNTANT FEES AND SERVICES

 Year Ended

 Year Ended

 Audit fees

 $
 20,000

 $
 20,000

 Audit-related fees

 $

 $

 Tax fees

 $

 $

 All other fees

 $

 $

 Total

 $
 20,000

 $
 20,000

 Audit-Related
Fees

 No
other audit-related fees were incurred in 2023.

 Tax
Fees

 The
aggregate fees billed during the fiscal years ended December 31, 2023 and 2022 for professional services rendered by our principal accountant
tax compliance, tax advice and tax planning were $0.

 All
Other Fees

 The
aggregate fees billed during the fiscal years ended December 31, 2023 and 2022 for products and services provided by our principal independent
accountants was $0.

 Pre-Approval
Policies and Procedures

 Our
board of directors pre-approves all audit and non-audit services performed by the Company's auditor and the fees to be paid in
connection with such services.

 PART
IV

 ITEM
 15.

 EXHIBITS

 Item
15(a)

 EXHIBIT
 NO

 DESCRIPTION

 Power of Attorney is included on the signature page in this Annual Report on this Form 10-K.

 31.1

 Rule 13a-14(a)/15d - 14(a) Certification of Frank I Igwealor, Chief Executive Officer of Video River Networks, Inc., filed herewith.

 32.1

 Certificate pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, filed herewith.

 101.INS*

 101.SCH*

 101.CAL*

 101.DEF*

 101.LAB*

 101.PRE*

 Cover

 (b)

 None

 SIGNATURES

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

 Date:
 April 17, 2024

 VIDEO

 By:

 /s/

 Name:

 Frank
 I Igwealor

 Title:

 Chairman
 and Chief Executive Officer (Principal Executive Officer)

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

 Signature

 Title

 Date

 /s/

 Chief
 Executive Officer,

 Date:
 April 17, 2024

 Frank
 I Igwealor

 Chief
 Financial Officer, President, Director

 (Principal
 Executive Officer)

 (Principal
 Financial Officer)