SOUTH EAST ASIA DEVELOPMENT CORP. 10-K

 false 2023 FY 0001673431

 2023-06-30

 2024-04-11

 2021-12-31

 2021-12-31

 2021-12-31

 2021-12-31

 NONE:JJJavierMember

 2023-10-01

 2023-09-30

 UNITED STATES

 SECURITIES AND EXCHANGE COMMISSION

 WASHINGTON, D.C. 20549

 ___________

 FORM 10-K

 ___________

 ANNUAL REPORT UNDER SECTION 13 OR 15(D) OF THE
SECURITIES EXCHANGE ACT OF 1934

 For the fiscal year ended December 31, 2023

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

 For the transition period from ____________
to ____________

 SOUTH EAST ASIA DEVELOPMENT CORP.

 (Exact name of registrant as specified in its charter)

 Wyoming

 333-220706

 81-1002497

 (State or other jurisdiction

of incorporation)

 (Commission

File Number)

 (IRS Employer

Identification No.)

 Unit 2102, One Global Place

 5th Avenue Corner 25th Street

 BGC, Taguig City 1630 Philippines

 (Address of principal executive offices, including
zip code)

 Registrant's telephone number, including
area code: + 63 ( 2) 79433419

 Former Name of Registrant: IA ENERGY CORP.

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

 Title of each class

 Trading

 Symbols(s)

 Name of each exchange on which registered

 N/A

 Securities registered under Section 12(g) of the Exchange Act: None

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

 Yes No

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

 Yes No

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

 Yes No

 Indicate by check mark whether the registrant
has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T during the preceding
12 months (or for such shorter period that the registrant was required to submit and post such files).

 Yes No

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

 Large accelerated filer

 Accelerated filer

 Non-accelerated filer

 Smaller reporting company

 Emerging growth company

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

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

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

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

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

 Issuer's revenues for its most recent fiscal
year: $0.

 Since our common stock has not yet been approved
for quotation, the aggregate market value of the common stock of South East Asia Development Corp. held by non-affiliates as of June 30,
2023 was $ 0.

 As of April 11, 2024, there were 36,603,800 shares
of common stock issued and outstanding.

 Documents Incorporated By Reference: None.

 SOUTH EAST ASIA DEVELOPMENT CORP.

 Report on Form 10-K

 PART I.

 Page

 Item 1.

 Business

 Item 1A.

 Risk Factors

 Item 1B.

 Unresolved Staff Comments.

 Item 1C.

 Cybersecurity

 Item 2.

 Properties

 Item 3.

 Legal Proceedings

 Item 4.

 Mine Safety Disclosures

 PART II.

 Item 5.

 Market for Registrant's Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities

 Item 6.

 Selected Financial Data

 Item 7.

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

 Item 7A.

 Quantitative and Qualitative Disclosures About Market Risk

 Item 8.

 Financial Statements and Supplementary Data

 Item 9.

 Changes In and Disagreements With Accountants on Accounting and Financial Disclosure

 Item 9A.

 Controls and Procedures

 Item 9B.

 Other Information

 Item 9C.

 Disclosure Regarding Foreign Jurisdictions that Prevent Inspections

 PART III.

 Item 10.

 Directors, Executive Officers and Corporate Governance

 Item 11.

 Executive Compensation

 Item 12.

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

 Item 13.

 Certain Relationships and Related Transactions, and Director Independence

 Item 14.

 Principal Accountant Fees and Services

 PART IV.

 Item 15.

 Exhibits and Financial Statement Schedules

 i

 FORWARD-LOOKING STATEMENTS

 This report contains statements that constitute
"forward-looking statements." These forward-looking statements can be identified by the use of predictive, future-tense or
forward-looking terminology like "believes," "anticipates," "expects," "estimates," "envisions,"
"plans," "projects" or similar terms. These statements appear in a number of places in this report and include
statements regarding our intent, belief or current expectations and those of our directors or officers with respect to, among other things:
(i) trends affecting our financial condition or results of operations, (ii) our business and growth strategies, and (iii) our financing
plans. You are cautioned that any forward-looking statements are not guarantees of future performance and involve significant risks and
uncertainties, and that actual results may differ materially from those projected in the forward-looking statements as a result of various
factors. Factors that could adversely affect actual results and performance include, among others, the effect of inflation and other negative
economic trends and developments on the business of our customers and other barriers, examples being government regulation and competition.
All forward-looking statements attributable to us are expressly qualified in their entirety by this foregoing cautionary statement.

 Unless otherwise noted, references in this report to the "Company,"
"SEAD," "South East Asia," "we," "our," or "us" means South East Asia Development
Corp.

 ii

 PART I.

 ITEM 1. BUSINESS

 Company History

 South East Asia Development Corp., formerly known as IA Energy Corp.,
is a Wyoming corporation (the "Company"), We were incorporated on January 6, 2016 in the state of Wyoming, doing business
initially as a start-up global waste-to-energy company. During the year ending December 31, 2023, our business office and mailing address
was Unit 2102, One Global Place, 5 th Avenue Corner 25 th Street, BGC, Taguig City 1630 Philippines, and our telephone
number was +63 (2) 79433419.

 On January 18, 2023, the Company's majority
shareholder entered into a transaction that resulted in a change of control. A description of the Change of Control transaction may be
found in the Company's Form 8-K filed January 24, 2023 and at p. 36, infra. See, Form

 The Company has never filed for bankruptcy and
has never been subject to receivership or similar proceedings.

 Financial Information

 The audited financial statements for the fiscal
year ended December 31, 2023 are attached hereto as Item 8 in this annual report.

 Operational Overview

 Our operations from inception through the Company's
ceasing and abandoning its operations in the Philippines in 2021, have been devoted primarily to start-up and development activities,
which include: (i) formation of the Company; (ii) development of our business plan; (iii) development of our proprietary waste-to-energy
technology; and (iv) marketing of our proprietary waste-to-energy technology. Prior to ceasing and abandoning its operations in the Philippines,
significant research and development had been done in furtherance of the Company's focus to build and operate a pilot facility to
process waste tires, but we had not completed development of the proprietary waste-to-energy technology.

 As a result of the Company's ceasing and
abandoning its operations in the Philippines, the Company currently has no business operation.

 From our inception on January 6, 2016, until the
ceasing and abandoning its operations in the Philippines in 2021, we have had limited operating activities. Since the Change of Control,
there continues to be limited operating activities.

 During the period from inception on January 6,
2016 through December 31, 2023 we have had no revenues. During the period from inception on January 6, 2016 to December 31, 2023 we have
had operating expenses of $5,975,591 which mainly consisted of professional, consulting and business development expenses.

 Shell Status

 Since early 2020, the Company's business
and research and development activities were adversely affected due to the COVID-19 pandemic, and in 2021 the Company ceased and abandoned
its operations in the Philippines, and the Company currently does not have any business activities, and therefor is deemed to be a "shell'
company, whose sole purpose at this time, is to locate and consummate a merger or acquisition with a private entity or to develop and
fund the execution of a new business plan.

 The Company currently intends to seek to acquire
assets or shares of an entity actively engaged in business which generates revenues in exchange for its securities or to develop and fund
the execution of a new business plan. The Company has no particular acquisitions in mind and has not entered into any negotiations regarding
such an acquisition. The Company's officer and director has not engaged in any preliminary contact or discussions with any representative
of any other company regarding the possibility of an acquisition or merger between the Company and such other company as of the date hereof.
 There are no negotiations or transactions pending.

 The Company is also reviewing opportunities to
develop and fund the execution of a new business plan from startup rather than the acquisition of an entity actively engaged in business
which generates revenues in exchange for its securities. If the Company were to pursue this route out of shell status, it most likely
would have to raise funds through a private placement, an exempt offering, or other type of offering.

 Business Objectives of the Company

 From January 6, 2016 until June 30, 2021, the Company had no or limited
business operations. Since July 2021, the Company has determined to direct its efforts and limited resources to pursue potential new business
opportunities. The Company's purpose is to seek, investigate and, if such investigation warrants, acquire an interest in business opportunities
presented to it by persons or firms who or which desire to seek the perceived advantages of an issuer who has complied with the Exchange
Act.

 The Company will not restrict its search to any
specific business, industry, or geographical location and the Company may participate in a business venture of virtually any kind or nature
and we have not established any particular criteria upon which we consider a business opportunity. This discussion of the proposed business
herein is purposefully general and is not meant to be restrictive of the Company's virtually unlimited discretion to search for and enter
into potential business opportunities. Management anticipates that it may be able to participate in only one potential business venture
because the Company has nominal assets and limited financial resources.

 General Overview

 Covid-19.

 The corona virus ("Covid-19") pandemic
had a worldwide adverse effect. Future events, such as a significant outbreak of Covid-19 variations or other infectious diseases of pandemic
proportions, could again adversely affect, the economies and financial markets worldwide. Accordingly, the business of any potential target
business with which we consummate a business combination or the development, funding, and execution of a new business plan from startup,
could be materially and adversely affected in the event of another pandemic.

 Furthermore, we may be unable to complete an initial
business combination if concerns relating to another pandemic again restricts travel, limits the ability to have meetings with potential
investors or the target company's personnel, vendors and services providers.

 The extent to which another Covid-19 or other
pandemic event impacts our search for an initial business combination will depend on future developments, which are highly uncertain and
cannot be predicted.

 In addition, our ability to consummate a transaction
may be dependent on our ability to raise additional equity and debt financing which may be impacted by another pandemic event, which could
again increase market volatility, decrease market liquidity making third-party financing unavailable on terms acceptable to us or
at all.

 Further, the disruptions have negatively affected
the stock market and investor sentiment. The perceived value of the Company and the price of our common stock may be affected as investors
favor and seek less volatile or traditional companies (or assume more risk) during the times of market uncertainty and instability.

 Russia Ukraine Conflict.

 The extent to which the Russia Ukraine conflict
impacts our search for an initial business combination, or developing and funding the execution of a new business plan will depend on
future developments, which are highly uncertain, cannot be predicted and may include but are not limited to the potential effect of bans,
sanction programs, additional licensing requirements, and/or boycotts as they may have an effect on the merger or acquisition or business
combination with a private entity or funding a new business plan. The degree of uncertainty surrounding an existing or escalating conflict
is uncertain and cannot be predicted, including added information which may emerge concerning the conflict and its impact. We have no
basis to evaluate the possible risks of the Russia Ukraine conflict.

 Israel Palestinian Conflict.

 The extent to which the Israel Palestinian conflict
impacts our search for an initial business combination, or developing and funding the execution of a new business plan will depend on
future developments, which are highly uncertain, cannot be predicted and may include but are not limited to t he
conflict could disruption of trade and global crude oil supply in the Middle East, affecting countries in the region and their trading
partners. Over 20% of the world's crude supply comes from West Asia, conflict in the region may drastically push up the Crude oil prices
worldwide.

 The degree of uncertainty surrounding an existing
or escalating conflict is uncertain and cannot be predicted, including added information which may emerge concerning the conflict and
its impact. We have no basis to evaluate the possible risks of the Israel Palestinian conflict.

 Climate-Related Issues.

 The extent to which the Company may be required
to make certain climate-related disclosures in connection with the business of any potential target business is unknown; however, the
Company may be required to provide information about climate-related risks that are reasonably likely to have a material impact on the
target business, its results of operations, or financial condition, and may be required to provide certain climate-related financial statement
metrics in a note to the audited financial statements. We have no basis to evaluate the climate and climate related risks. The degree
of uncertainty and impact cannot be predicted.

 The Company is a Shell Company.

 At present, the Company is a development stage
company with no revenues, nominal assets and no specific business plan or purpose. The Company's business plan is to seek new business
opportunities or to engage in a merger or acquisition with an unidentified company or to develop and fund the execution of a new business
plan.

 As a result, the Company is a shell company. Rule
405 and 12b-2 of the Exchange Act defines a shell company as an issuer that that has no or nominal operations and either (i) no or nominal
assets, (ii) assets consisting solely of cash and cash equivalents; or (iii) assets consisting of any amount of cash and cash equivalents
and nominal other assets.

 A shell issuer may also be a blank check company
or a blind pool company, a company in the developmental stage, any company that has no specific business plan or purpose, or a company
that has as its business plan to merge with or acquire an unidentified third property. Accordingly, the Company may be required, under
current and proposed new rules and amendments of the SEC, to provide enhanced disclosures for investor protection in the event that we
engage in a merger or acquisition with an unidentified company substantially similar to those required in registration statements for
an initial public offering.

 Effect of Amended Rule 15c2-11 on the Company's
securities.

 On September 16, 2020, the U.S. Securities and
Exchange Commission (SEC or Commission) adopted amendments to Rule 15c2-11 under the Securities Exchange Act of 1934 (Final Rule).

 Rule 15c2-11 (Rule) governs the publication or
submission of quotations by broker-dealers in a quotation medium other than a national securities exchange, that is, the over-the-counter
(OTC) market. Before a broker-dealer may initiate or resume quotations for a security in a quotation medium, the broker-dealer must review
key, basic information about the issuer of the security.

 To be eligible for public quotations on an ongoing
basis, Amended Rule 15c2-11's modified the "piggyback exemption" that required that (i) the specified current information about
the company is publicly available, and (ii) the security is subject to a one-sided (i.e., a bid or offer) priced quotation, with no more
than four business days in succession without a quotation. Under Amended Rule 15c2-11, shell companies like the Company (and formerly
suspended securities) may only rely on the piggyback exemption in certain limited circumstances. The Amended Rule 15c2-11 requires, among
other requirements, that a broker-dealer has a reasonable basis for believing that information about the issuer of securities is accurate.
Our security holders may find it more difficult to deposit common stock with a broker-dealer, and if deposited, more difficult to trade
the securities on the OTC Markets Group, Inc. Pink Open Market Platform ("Pink Sheets"). The Company intends to provide the
specified current information under the Exchange Act but there is no assurance that a broker-dealer will accept our common stock or if
accepted, that the broker-dealer will rely on our disclosure of the specified current information.

 Unavailability of Rule 144 for Resale.

 Rule 144(i) "Unavailability to Securities
of Issuers With No or Nominal Operations and No or Nominal Non-Cash Assets" provides that Rule 144 is not available for the resale
of securities initially issued by an issuer that is a shell company. We have identified our company as a shell company and, therefore,
the holders of our securities may not rely on Rule 144 to have the restriction removed from their securities without registration or until
the Company is no longer identified as a shell company and has filed all requisite periodic reports under the Exchange Act for the period
of twelve (12) months.

 As a result of our classification as a shell company,
our investors are not allowed to rely on the "safe harbor" provisions of Rule 144, promulgated pursuant to the Securities
Act of 1933, as amended ("Securities Act"), so as not to be considered underwriters in connection with the sale of our securities
until one year from the date that we cease to be a shell company. This will likely make it more difficult for us to attract additional
capital through subsequent unregistered offerings or other types of exempt offerings because purchasers of securities in such unregistered
offerings or otherwise exempt offerings will not be able to resell their securities in reliance on Rule 144, a safe harbor on which holders
of restricted securities usually rely to resell securities.

 Available Information

 South East Asia Development Corp. files quarterly
and annual reports, as well as other information with the Securities and Exchange Commission ("Commission") under File No.
333-220706. Such reports and other information filed with the Commission can be inspected and copied at the public reference facilities
maintained by the Commission at 450 Fifth Street, N.W., Washington, D.C. 20549 at prescribed rates, and at various regional and district
offices maintained by the Commission throughout the United States. Information about the operation of the Commission's public reference
facilities may be obtained by calling the Commission at 1-800-SEC-0330.

 The Commission also maintains a website at  that
contains reports and other information regarding the Company and other registrants that file electronic reports and information with the
Commission.

 ITEM 1A. RISK FACTORS

 FORWARD-LOOKING STATEMENTS

 This report contains statements
that constitute "forward-looking statements." These forward-looking statements can be identified by the use of predictive,
future-tense or forward-looking terminology like "believes," "anticipates," "expects," "estimates,"
"envision" or similar terms. These statements appear in a number of places in this report and include statements regarding
our intent, belief or current expectations and those of our directors or officers with respect to, among other things: (i) trends affecting
our financial condition or results of operations, (ii) our business and growth strategies, and (iii) our financing plans. You are cautioned
that any forward-looking statements are not guarantees of future performance and involve significant risks and uncertainties, and that
actual results may differ materially from those projected in the forward-looking statements as a result of various factors. Factors that
could adversely affect actual results and performance include, among others, the effect of inflation and other negative economic trends
and developments on the business of our customers and other barriers, government regulation and competition. All forward-looking statements
attributable to us are expressly qualified in their entirety by the foregoing cautionary statement. The Company undertakes no obligation
to publicly update or revise any forward-looking statements, whether as the result of new information, future events or otherwise.

 Risks Related to the Company

 The Company has not identified a target
business.

 The Company's effort in identifying a prospective
target business will not be limited to a particular industry and the Company may acquire a business in any industry management deems appropriate.
To date, the Company has not selected any target business on which to concentrate our search for a business combination. While the Company
intends to focus on target businesses in the United States, we are not limited to U.S. entities and may consummate a business combination
with a target business outside of the United States. Accordingly, there is no basis for investors in the Company's common stock
to evaluate the possible merits or risks of the target business or the particular industry in which we may operate.

 To the extent we effect a business combination
with a financially unstable company or an entity in its early stage of development or growth, including entities without established records
of sales or earnings, we may be affected by numerous risks inherent in the business and operations of financially unstable and early stage
or potential emerging growth companies. In addition, to the extent that we effect a business combination with an entity in an industry
characterized by an elevated level of risk, we may be affected by the currently unascertainable risks of that industry. An extremely high
level of risk frequently characterizes many industries which experience rapid growth. In addition, although the Company's management
will endeavor to evaluate the risks inherent in a particular industry or target business, we cannot assure you that we will properly ascertain
or assess all significant risk factors.

 Sources of target businesses.

 Management anticipates that target business candidates
will be brought to our attention from various unaffiliated sources, including securities broker-dealers, investment bankers, venture capitalists,
bankers, and other members of the financial community, who may present solicited or unsolicited proposals. Our management may also bring
to our attention target business candidates. While we do not presently anticipate engaging the services of professional firms that specialize
in business acquisitions on any formal basis, we may engage these firms in the future, in which event we may pay a finder's fee
or other compensation in connection with a business combination. In no event, however, will we pay management any finder's fee or
other compensation for services rendered to us prior to or in connection with the consummation of a business combination.

 Selection of a target business and structuring
of a business combination.

 As of December 31, 2022 until the Change of Control
consummated on January 18, 2023, John R. Munoz was the beneficial owner of 70.87% of the issued and outstanding shares of common stock
of the Company and had broad flexibility in identifying and selecting a prospective target business. See "Change of Control"
under Item 12. After the Change of Control, our CEO, JJ C. Javier, is the beneficial owner of 70.87% of the issued and outstanding shares
of common stock of the Company and has broad flexibility in identifying and selecting a prospective target business.

 In evaluating a prospective target business, our
management will consider, among other factors, the following:

 financial condition and results of operation of the target company;

 growth potential;

 experience and skill of management and availability of additional personnel;

 capital requirements;

 competitive position;

 stage of development of the products, processes, or services;

 degree of current or potential market acceptance of the products, processes, or services;

 proprietary features and degree of intellectual property or other protection
 of the products, processes,

 or services;

 regulatory environment of the industry; and

 costs associated with effecting the business combination.

 These criteria are not intended to be exhaustive.
Any evaluation relating to the merits of a particular business combination will be based, to the extent relevant, on the above factors
as well as other considerations deemed relevant by our management in effecting a business combination consistent with our business objective.
In evaluating a prospective target business, we will conduct a due diligence review which will encompass, among other things, meetings
with incumbent management and inspection of facilities, as well as review of financial and other information which will be made available
to us.

 We will endeavor to structure a business combination
so as to achieve the most favorable tax treatment to us, the target business and both companies' stockholders. However, there can
be no assurance that the Internal Revenue Service or applicable state tax authorities will necessarily agree with the tax treatment of
any business combination we consummate.

 The time and costs required to select and evaluate
a target business and to structure and complete the business combination cannot presently be ascertained with any degree of certainty.
Any costs incurred with respect to the identification and evaluation of a prospective target business with which a business combination
is not completed will result in a loss to us.

 Probable lack of business diversification.

 While we may seek to effect business combinations
with more than one target business, it is more probable that we will only have the ability to effect a single business combination, if
at all. Accordingly, the prospects for our success may be entirely dependent upon the future performance of a single business. Unlike
other entities which may have the resources to complete several business combinations with entities operating in multiple industries or
multiple areas of a single industry, it is probable that we will lack the resources to diversify our operations or benefit from the possible
spreading of risks or offsetting of losses. By consummating a business combination with only a single entity, our lack of diversification
may subject us to numerous economic, competitive, and regulatory developments, any or all of which may have a substantial adverse impact
upon the particular industry in which we may operate subsequent to a business combination, and result in our dependency upon the development
or market acceptance of a single or limited number of products, processes, or services.

 Limited ability to evaluate the target business'
management.

 We cannot assure you that our assessment of the
target business' management will prove to be correct. In addition, we cannot assure you that the future management will have the
necessary skills, qualifications, or abilities to manage a public company intending to embark on a program of business development. Furthermore,
the future role of our director, if any, in the target business cannot presently be stated with any certainty.

 While it is possible that our director will remain
associated in some capacity with us following a business combination, it is unlikely that he will devote his full efforts to our affairs
subsequent to a business combination. Moreover, we cannot assure you that our director will have experience or knowledge relating to the
operations of the particular target business.

 Following a business combination, we may seek
to recruit additional managers to supplement the incumbent management of the target business. We cannot assure you that we will have the
ability to recruit additional managers, or that additional managers will have the requisite skills, knowledge, or experience necessary
to enhance the incumbent management.

 Our auditors have expressed substantial
doubt about our ability to continue as a going concern.

 Our audited financial statements for the years
ended December 31, 2023 and 2022, were prepared using the assumption that we will continue our operations as a going concern. Our independent
accountants in their audit report have expressed substantial doubt about our ability to continue as a going concern. Our operations are
dependent on our ability to raise sufficient capital or complete business combination as a result of which we become profitable. Our financial
statements do not include any adjustments that may result from the outcome of this uncertainty. There is not enough cash on hand to fund
our administrative expenses and operating expenses for the next twelve months. Therefore, we may be unable to continue operations in the
future as a going concern. If we cannot continue as a viable entity, our stockholders may lose some or all of their investment in the
Company's shares of common stock.

 Competition.

 In identifying, evaluating, and selecting a target
business, we expect to encounter intense competition from other entities having a business objective similar to ours. Many of these entities
are well established and have extensive experience identifying and effecting business combinations, either directly or through affiliates.
Many if not virtually most of these competitors possess far greater financial, human, and other resources compared to our resources.

 While we believe that there are numerous potential
target businesses that we may identify, our ability to compete in acquiring certain of the more desirable target businesses will be limited
by our limited financial and human resources. Our inherent competitive limitations are expected by management to give others an advantage
in pursuing the acquisition of a target business that we may identify and seek to pursue. Further, any of these limitations may place
us at a competitive disadvantage in successfully negotiating a business combination.

 Our management believes, however, that our status
as a reporting public entity with potential access to the United States public equity markets may give us a competitive advantage over
certain privately held entities having a similar business objective in acquiring a desirable target business with growth potential on
favorable terms.

 If we succeed in effecting a business combination,
there will be, in all likelihood, intense competition from existing competitors of the business we acquire. In particular, certain industries
which experience rapid growth frequently attract an increasingly larger number of competitors, including those with far greater financial,
marketing, technical and other resources than the initial competitors in the industry in which we seek to operate. The degree of competition
characterizing the industry of any prospective target business cannot presently be ascertained. We cannot assure you that, subsequent
to a business combination, we will have the resources to compete effectively, especially to the extent that the target business is in
a high-growth industry.

 Employees.

 As of December 31, 2023, JJ C.Javier, Chief Executive
Officer, was our sole executive officer. Mr. Javier was not obligated to devote any specific number of hours per week and, in fact, intends
to devote only as much time as he deems necessary to administer the Company's affairs until such time as a business combination
is consummated. The amount of time he will devote in any time period will vary based on the availability of suitable target businesses
to investigate. We do not intend to have any full-time employees prior to the consummation of a business combination. See "Change
of Control" under Item 12.

 Conflicts of Interest.

 The Company's management is not required
to commit its full time to the Company's affairs. As a result, pursuing new business opportunities may require a longer period of
time than if management would devote full time to the Company's affairs. Management is not precluded from serving as an officer
or director of any other entity that is engaged in business activities similar to those of the Company.

 Management has not identified and is not currently
negotiating a new business opportunity for us. In the future, management may become associated or affiliated with entities engaged in
business activities similar to those we intend to conduct. In such event, management may have conflicts of interest in determining to
which entity a particular business opportunity should be presented. In the event that the Company's management has multiple business
affiliations, our management may have legal obligations to present certain business opportunities to multiple entities.

 In the event that a conflict of interest shall
arise, management will consider factors such as reporting status, availability of audited financial statements, current capitalization,
and the laws of jurisdictions. If several business opportunities or operating entities approach management with respect to a business
combination, management will consider the foregoing factors as well as the preferences of the management of the operating company. However,
management will act in what we believe will be in the best interests of the stockholders of the Company. The Company shall not enter into
a transaction with a target business that is affiliated with management.

 The Company has a limited operating history
and limited resources.

 The Company's operations have been limited
to seeking a potential business combination and has had no revenues from operations. Investors will have no basis upon which to evaluate
the Company's ability to achieve the Company's business objective, which is to effect a merger, capital stock exchange and/or
acquire an operating business. The Company will not generate any revenues until, at the earliest, after the consummation of a business
combination or acquiring an operating business.

 Our auditors have expressed substantial doubt about our ability
to continue as a going concern.

 As of December 31, 2023, we had $-0- in cash and
an accumulated deficit of $5,975,591. Our audited financial statements for the years ended December 31, 2023 and December 31, 2022 were
prepared using the assumption that we will continue our operations as a going concern. Our independent accountants in their audit report
have expressed substantial doubt about our ability to continue as a going concern. Our operations are dependent on our ability to raise
sufficient capital or complete business combination as a result of which we become profitable. Our financial statements do not include
any adjustments that may result from the outcome of this uncertainty.

 There may not be enough cash on hand to fund our
administrative expenses and operating expenses for the next twelve months. Therefore, we may be unable to continue operations in the future
as a going concern. If we cannot continue as a viable entity, our stockholders may lose some or all of their investment in the Company's
shares of common stock.

 Since the Company has not yet selected a
target business with which to complete a business combination, the Company is unable to ascertain the merits or risks associated with
any particular business or even the broader target industry.

 Since the Company has not yet identified a particular
industry or prospective target business, there is no basis for investors to evaluate the possible merits or risks of the target business
which the Company may acquire. If the Company completes a business combination with a financially unstable company or an entity in its
development stage, the Company may be affected by numerous risks inherent in the operations of those entities. Although the Company's
management intends to evaluate the risks inherent in a particular industry or target business, the Company cannot assure you that we will
properly ascertain or assess all of the significant risk factors. There can be no assurance that any prospective business combination
will benefit stockholders or prove to be more favorable to stockholders than any other investment that may be made by stockholders and
investors.

 Unspecified and unascertainable risks.

 There is no basis for stockholders to evaluate
the possible merits or risks of potential business combination. To the extent that the Company effects a business combination with a financially
unstable operating company or an entity that is in its early stage of development or growth, the Company will become subject to numerous
risks. If the Company effects a business combination with an entity in a high-risk industry, the Company will become subject to the currently
unascertainable risks of that industry. Although management will endeavor to evaluate the risks inherent in a particular business or industry,
there can be no assurance that management will properly ascertain or assess all such risks that the Company perceived at the time of the
consummation of a business combination.

 It is likely that the Company's current
sole officer and director will resign upon consummation of a business combination and the Company will have only limited ability to evaluate
the management of the target business.

 The Company's ability to successfully effect
a business combination will be dependent upon the efforts of the Company's management. The future role of management in the target
business cannot presently be ascertained. Although it is possible that management may remain associated with the target business following
a business combination, it is likely that the management of the target business will remain in place. Although the Company intends to
closely scrutinize the management of a target business in connection with evaluating the desirability of effecting a business combination,
the Company cannot assure you that the Company's assessment of management will prove to be correct.

 Dependence on key personnel.

 The Company is dependent upon the continued services
of management. To the extent that his services become unavailable, the Company will be required to obtain other qualified personnel and
there can be no assurance that we will be able to recruit qualified persons upon acceptable terms.

 The Company's sole officer and director
may allocate his time to other businesses activities, thereby causing conflicts of interest as to how much time to devote to the Company's
affairs. This could have a negative impact on the Company's ability to consummate a business combination in a timely manner, if
at all.

 The Company's officer and director is not
required to commit his full time to the Company's affairs, which may result in a conflict of interest in allocating his time between
the Company's business and other businesses. The Company does not intend to have any full-time employees prior to the consummation
of a business combination. Management of the Company is engaged in other business endeavors and is not obligated to contribute any specific
number of his hours per week to the Company's affairs.

 The Company may be unable to obtain additional
financing, if and when required, to complete a business combination or to fund the operations and growth of the business combination target,
which could compel the Company to restructure a potential business combination transaction or to entirely abandon a particular business
combination.

 The Company has not yet identified any prospective
target business. If we require funds for a particular business combination, because of the size of the business combination or otherwise,
we may be required to seek additional financing, which may or may not be available a terms and conditions satisfactory to the Company,
if at all. To the extent that additional financing proves to be unavailable when and if needed to consummate a particular business combination,
we would be compelled to restructure the transaction or abandon that particular business combination and seek an alternative target business
candidate. In addition, if we consummate a business combination, we may require additional financing to fund the operations or growth
of the target business. The failure to secure additional financing could have a material adverse effect on the continued development or
growth of the target business. The Company's officer, director or stockholders are not required to provide any financing to us in
connection with or after a business combination.

 It is probable that the Company will only
be able to enter into one business combination, which will cause us to be solely dependent on such single business and a limited number
of products or services.

 It is probable that the Company will enter into
a business combination with a single operating business. Accordingly, the prospects for the Company's success may be solely dependent
upon the performance of a single operating business, or dependent upon the development or market acceptance of a single or limited number
of products or services. If this occurs, the Company will not be able to diversify the Company's operations or benefit from the
possible spreading of risks or offsetting of losses, unlike other entities which may have the resources to complete several business combinations
in different industries or different areas of a single industry.

 The Company has limited resources and there
is significant competition for business combination opportunities. Therefore, the Company may not be able to enter into or consummate
an attractive business combination.

 The Company expects to encounter intense competition
from other entities having a business objective similar to the Company's, including venture capital funds, leveraged buyout funds
and operating businesses competing for acquisitions. Many of these entities are well established and have extensive experience in identifying
and effecting business combinations directly or through affiliates. Many of these competitors possess greater technical, human, and other
resources than the Company does, and the Company's financial resources are limited when contrasted with those of many of these competitors.
While the Company believes that there are numerous potential target businesses that we could acquire, the Company's ability to compete
in acquiring certain sizable target businesses will be limited by the Company's limited financial resources and the fact that the
Company will use its common stock to acquire an operating business. This inherent competitive limitation gives others an advantage in
pursuing the acquisition of certain target businesses.

 The Company may be unable to obtain additional
financing, if required, to complete a business combination or to fund the operations and growth of the target business or development
of a startup entity, which could compel the Company to restructure a potential business transaction or abandon a particular business combination.

 We may be required to seek additional financing.
We cannot assure you that such financing would be available on acceptable terms, if at all. If additional financing proves to be unavailable,
we would be compelled to restructure the transaction or abandon that particular business combination and seek an alternative target business.
In addition, if we consummate a business combination or develop a new startup entity, we may require additional financing to fund the
operations or growth of the target business. The failure to secure additional financing could have a material adverse effect on the continued
development or growth of the target business.

 Our present management most likely will
not remain after we complete a business combination.

 A business combination involving the issuance
of our common stock will, in all likelihood, result in the stockholders of a private company obtaining a controlling interest in us. Any
such business combination may require our management to sell or transfer all or a portion of the Company's common stock held and/or have
Thomas K. Emmitt resign as a member of the Board of Directors. The resulting change in our control would result in a corresponding reduction
in or elimination of any participation in our future affairs.

 Financing requirements to fund operations
associated with reporting obligations under the Exchange Act.

 The Company has no revenues and is dependent upon
the willingness of the Company's management to fund the costs associated with the reporting obligations under the Exchange Act,
other administrative costs associated with the Company's corporate existence and expenses related to the Company's business
objective. The Company is not likely to generate any revenues until the consummation of a business combination, at the earliest. The Company
believes that we will have available sufficient financial resources available from its management to continue to pay accounting and other
professional fees and other miscellaneous expenses that may be required until the Company commences business operations following a business
combination.

 The Company does not currently engage in any business
activities that provide cash flow. The costs of investigating and analyzing potential business combination candidates and preparing and
filing Exchange Act reports for what may be an unlimited period of time will be paid by our majority stockholder, notwithstanding the
fact that there is no written agreement to pay such costs.

 The Company's majority stockholder
has a 70.87% common stock equity interest in the Company and thus is in a position to totally influence certain actions requiring stockholder
vote.

 Management has no present intention to call for
an annual meeting of stockholders to elect new directors prior to the consummation of a business combination. As a result, our current
director will continue in office at least until the consummation of the business combination, subject to the desires of the majority stockholder.
If there is an annual meeting of stockholders for any reason, the Company's management has broad discretion regarding proposals
submitted to a vote by stockholders as a consequence of the majority stockholder's significant equity interest. Accordingly, the
Company's management will continue to exert substantial control at least until the consummation of a business combination.

 Broad discretion of management.

 Any person who invests in the Company's
common stock will do so without an opportunity to evaluate the specific merits or risks of any prospective business combination. As a
result, investors will be entirely dependent on the broad discretion and judgment of management in connection with the selection of a
prospective business combination. There can be no assurance that determinations made by the Company's management will permit us
to achieve the Company's business objectives.

 Reporting requirements may delay or preclude
a business combination.

 Sections 13 and 15(d) of the Exchange Act require
companies subject thereto to provide certain information about significant acquisitions, including certified financial statements for
the company acquired, covering one, two, or three years, depending on the relative size of the acquisition. The time and additional costs
that may be incurred by some target entities to prepare such statements may significantly delay or essentially preclude consummation of
an otherwise desirable acquisition by the Company. Acquisition prospects that do not have or are unable to obtain the required audited
statements may not be appropriate for acquisition so long as the reporting requirements of the Exchange Act are applicable.

 The Company will continue to be required to file
quarterly reports on Form 10-Q and annual reports on Form 10-K, which annual report must contain the Company's audited financial
statements. As a reporting company under the Exchange Act, following any business combination, we will be required to file a report on
Form 8-K, which report contains audited financial statements of the acquired entity. These audited financial statements must be filed
with the SEC within five (5) days following the closing of a business combination. While obtaining audited financial statements is typically
the responsibility of the acquired company, it is possible that a potential target company may be a non-reporting company with unaudited
financial statements. The time and costs that may be incurred by some potential target companies to prepare such audited financial statements
may significantly delay or may even preclude consummation of an otherwise desirable business combination. Acquisition prospects that do
not have or are unable to obtain the required audited statements may not be appropriate for acquisition because we are subject to the
reporting requirements of the Exchange Act.

 The Investment Company Act of 1940 creates
a situation wherein we would be required to register and could be required to incur substantial additional costs and expenses.

 Although we will be subject to regulation under
the Exchange Act, management believes the Company will not be subject to regulation under the Investment Company Act of 1940, insofar
as we will not be engaged in the business of investing or trading in securities. In the event we engage in business combination that result
in us holding passive investment interests in a number of entities, we could be subject to regulation under the Investment Company Act
of 1940. In such event, we would be required to register as an investment company and could be expected to incur significant registration
and compliance costs. We have obtained no formal determination from the SEC as to the status of our Company under the Investment Company
Act of 1940 and, consequently, any violation of such Act would subject us to material adverse consequences.

 The Company has no "independent director,"
so actions taken, and expenses incurred by our officer and director on behalf of the Company will generally not be subject to "independent
review."

 As of December 31, 2023, JJ C. Javier was the
Company's sole director. See "Change of Control" under Item 12. Although no compensation will be paid to him for services
rendered prior to or in connection with a business combination, he may receive reimbursement for out-of-pocket expenses incurred by him
in connection with activities on the Company's behalf such as identifying potential target businesses and performing due diligence
on suitable business combinations. There is no limit on the amount of these out-of-pocket expenses and there will be no review of the
reasonableness of the expenses by anyone other than our board of director, which now consists of the one director who may seek reimbursement.
Because our director will not be deemed "independent," we will not have the benefit of an independent director examining the
propriety of expenses incurred on our behalf and subject to reimbursement. Although the Company believes that all actions taken by our
director on the Company's behalf will be in the Company's best interests, the Company cannot assure the investor that this
will actually be the case. If actions are taken, or expenses are incurred that are actually not in the Company's best interests,
it could have a material adverse effect on our business and plan of operation and the price of our stock held by the public stockholders.

 Our present management most likely will
not remain after we complete a business combination.

 A business combination involving the issuance
of our common stock will, in all likelihood, result in the stockholders of a private company obtaining a controlling interest in us. Any
such business combination may require our management to sell or transfer all or a portion of the Company's common stock held and/or have
Thomas K. Emmitt resign as a member of the Board of Directors. The resulting change in our control would result in a corresponding reduction
in or elimination of any participation in our future affairs.

 At the time we do any business combination,
each stockholder will most likely hold a substantially lesser percentage ownership in the Company.

 Our current primary plan of operation is based
upon a business combination with a private concern that, in all likelihood, would result in the Company issuing securities to stockholders
of any such private company. The issuance of our previously authorized and unissued common stock would result in reduction in percentage
of shares owned by our present and prospective stockholders and may result in a change in our control or in our management.

 General Economic Risks.

 The Company's current and future business
objectives and plan of operation are dependent, in large part, on the state of the general economy and the current Covid 19 pandemic.
A continuation of a pandemic or adverse changes in economic conditions may adversely affect the Company's business objective and
plan of operation. These conditions and other factors beyond the Company's control include also but are not limited to regulatory
changes.

 Additional Risks Related to Our Common Stock

 The Company's shares of common stock
are currently not traded.

 There is current no market for, and the Company's
common stock is currently not traded. Thus, any investment in our common stock may result in the inability of an investor to liquidate
any investment to cash in a timely or cost-effective manner.

 Rule 144 Risks.

Stockholders who receive the Company's restricted securities in a business combination (and certain of our existing stockholders)
will not be able to sell our common stock in reliance on Rule 144 without registration until one year after we have completed our initial
business combination and complied with the rules and regulations of the SEC. Rule 144 is a non-exclusive safe harbor from the definition
of "underwriter" in Section 2(a)(11) of the Securities Act that applies to restricted securities. Restricted securities are
securities acquired in unregistered, private sales from the Company or from an affiliate of the Company. Control securities are those
held by an affiliate of the Company. An affiliate is a person, such as an executive officer, a director or large stockholder,
in a relationship of control with the issuer.

 Accordingly, subsection (i) to Rule 144 prohibits
or limits the resale (public) of the Company's common stock. Under Rule 144(i), one year needs to pass from the date the Company
ceased to be a shell company, files reports under the Exchange Act, and has filed the Form 10 type information on a Form 8-K. Further,
stockholders holding restricted securities may not be able to rely on Rule 144 to sell their stock until the Company is current on all
reports and other materials required to be filed with its filings for one year.

 Dividends unlikely.

 The Company does not expect to pay dividends for
the foreseeable future because we have no revenues or cash resources. The payment of dividends will be contingent upon the Company's
future revenues and earnings, if any, capital requirements and overall financial conditions. The payment of any future dividends will
be within the discretion of the Company's board of directors as then constituted. It is the Company's expectation that future
management following a business combination will determine to retain any earnings for use in its business operations and accordingly,
the Company does not anticipate declaring any dividends in the foreseeable future.

 ITEM
1B. Unresolved Staff Comments

 Not required for smaller reporting companies.

 ITEM
1C. CYBERSECURITY

 Cybersecurity Risk Management and Strategy

 We have not yet developed a cybersecurity risk management program,
though we are in the process of assessing the potential risks. As of this time, we have determined that risks from cybersecurity threats
have not materially affected and are not reasonably likely to materially affect our business strategy, results of operations, or financial
condition.

 Cybersecurity Governance

 Our Board of Directors has oversight responsibility for risks to our
company, including incidents related to cybersecurity threats.

 There are more changes coming.

 ITEM 2. PROPERTIES

 Prior to the Change of Control, the Company's corporate office
was located at One World Trade Center, Suite 130, Long Beach, California 90831. After the Change of Control, the Company's corporate
office was located at Unit 2102, One Global Place, 5th Avenue Corner 25th Street, BCG, Taguig City 1630 Philippines

 Prior to the Change of Control, the Company leased
the offices, pursuant to a written sub-lease on a month-to-month basis occupying approximately 800 square feet in exchange for $500 per
month. After the Change of Control, we occupied office space in accordance with an oral agreement with JJ Javier. No rent has been paid
and there is no agreement for the payment of rent.

 The Company intends to secure additional office
and administrative facilities when necessary. As the company continues to grow, the facilities and employment-related expenses will likely
increase significantly.

 ITEM 3. LEGAL PROCEEDINGS

 We are not a party to any pending legal proceeding.
No federal, state or local governmental agency is presently contemplating any proceeding against the Company. No director, executive officer
or affiliate of the Company or owner of record or beneficially of more than five percent of the Company's common stock is a party adverse
to the Company or has a material interest adverse to the Company in any proceeding.

 ITEM 4. MINE SAFETY DISCLOSURES.

 Not applicable.

 PART II.

 ITEM 5. MARKET FOR REGISTRANT'S COMMON EQUITY, RELATED
STOCKHOLDER MATTERS AND ISSUER PURCHASES OF EQUITY SECURITIES

 Market Information

 Currently, our securities are not traded on any
market.

 Holders

 We had 36 registered stockholders of record of
our common stock as of December 31, 2023. Registered holders do not include those stockholders whose stock has been issued in street name.

 Dividends

 Common Stock - No dividends have ever been paid
on the Common Stock and the Company does not currently anticipate paying any cash or other dividends on the Common Stock. Future dividend
policy will be determined by the Board of Directors of the Company in light of prevailing financial need and earnings, if any, of the
Company and other relevant factors.

 Preferred Stock - Under our articles of incorporation,
our Board of Directors is authorized, without stockholder action, to issue preferred stock in one or more series and to fix the number
of shares and rights, preferences, and limitations of each series. Among the specific matters that may be determined by the Board of Directors
are the dividend rate, the redemption price, if any, conversion rights, if any, the amount payable in the event of any voluntary liquidation
or dissolution of our company, and voting rights, if any. As of the date of this report, no shares of preferred stock were issued and
outstanding.

 Securities Authorized for Issuance Under
Equity Compensation Plans

 As of December 31, 2023 the Company has not adopted
any equity compensation or similar type of plans.

 Issuer Purchases of Equity Securities

 There were no stock repurchases during the year
ended December 31, 2023.

 Recent Sales of Unregistered Securities

 None.

 ITEM 6. [Reserved]

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

 The following discussion of our financial condition
and results of operations should be read in conjunction with the financial statements and related notes to the financial statements included
elsewhere in this annual report. Some of the statements under "Management's Discussion and Analysis," "Business"
and elsewhere herein may include forward-looking statements which reflect our current views with respect to future events and financial
performance. Statements which include the words "expect," "intend," "plan," "believe,"
"project," "anticipate," "will," and similar statements of a future or forward-looking nature identify
forward-looking statements for purposes of the federal securities laws or otherwise.

 All forward-looking statements address such matters
that involve risks and uncertainties. Accordingly, there are or will be important factors that could cause our actual results to differ
materially from those indicated in these statements. We undertake no obligation to publicly update or review any forward-looking statements,
whether as a result of new information, future developments or otherwise.

 If one or more of these or other risks or uncertainties
materialize, or if our underlying assumptions prove to be incorrect, actual results may vary materially from what we projected. Any forward-looking
statements you read herein reflect our current views with respect to future events and are subject to these and other risks, uncertainties
and assumptions relating to our written and oral forward-looking statements attributable to us or individuals acting on our behalf and
such statements are expressly qualified in their entirety by this paragraph.

 Overview

 Prior to the Change in Control we were a waste-to-energy solutions company. Our operations to date, including after the Change of Control, have been devoted primarily to
start-up and development activities, which include: (i) formation of the Company; and, (ii) development of our business plan. General
and administrative expenses have been comprised of consulting and business development fees; occupancy and office expenses; outside legal,
accounting and other professional fees; travel and other miscellaneous office and administrative expenses.

 Because we have incurred losses, income tax expenses
are immaterial. No tax benefits have been booked related to operating loss carryforwards, given our uncertainty of being able to utilize
such loss carryforwards in future years. We anticipate incurring additional losses during the coming year.

 Results of Operations

 For the years ended December 31, 2023 and 2022

 Revenues. For the years ended December 31, 2023 and 2022, net
revenues were $-0-.

 Consulting fees. Consulting fees for the
years ended December 31, 2023 and 2022 were $106,419 and $-0-, respectively. Consulting fees consist of outside consultants who are not
formally employees of the Company providing various services including administration, legal, marketing and finance. We expect consulting
fees to increase in the future as we ramp up our operations.

 Professional and accounting fees.
Professional and accounting fees for the years ended December 31, 2023 and 2022 were $102,037 and $38,300, respectively. The
increase in professional fees was due to legal fees associated with the change in control as described in Note 7 to the financial
statements. Professional fees also consist of the fees for the audits and reviews of the Company's financial statements
as well as the filings with the Securities and Exchange Commission. The Company anticipates that professional fees will increase
commensurate with an increase in our operations.

 Other selling, general and administrative expenses.
 Other selling, general and administrative expenses for the years ended December 31, 2023 and 2022 were $5,507 and $6,583, respectively.
We expect that selling, general and administrative expenses will increase as we add personnel to build our business.

 Other Income (Expense). The Company
had net other income of $324,299 for the year ended December 31, 2023. Included in this amount is the gain on forgiveness of debt of $340,233
that was recorded as part of the change in control as described in Note 7 in the notes to the financial statements. The stock purchase
agreement stated that all liabilities due to the seller in the transaction would be forgiven. The Company also incurred interest expense
of $15,934 for the year ended December 31, 2023. The Company had net other income of $-0- for the year ended December 31, 2022.

 Liquidity and Capital Resources

 As of December 31, 2023, our
primary source of liquidity consisted of $-0- in cash and cash equivalents. Since inception, we have financed our operations through a
combination of short and long-term loans, and through the private placement of our common stock. For the quarter ended April 30,2024, the Company used $204 in operating activities which consisted of a net loss
of $110,336, gain on forgiveness of debt of $340,233, interest expense of $15,934, an increase in advances to vendors of $109,689 and
an increase in accounts payable and accrued liabilities of $323,448.

 We have sustained significant
net losses which have resulted in an accumulated deficit at December 31, 2023 of $5,975,591 and are currently experiencing a substantial
shortfall in operating capital which raises doubt about our ability to continue as a going concern. We generated net income for the year
ended December 31, 2023 of $110,336. The net income was primarily the result of the forgiveness of debt rather than from operations. Without
additional revenues, working capital loans, or equity investment, there is substantial doubt as to our ability to continue operations.

 We believe these conditions
have resulted from the inherent risks associated with small public companies. Such risks include, but are not limited to, the ability
to (i) generate revenues and sales of our products and services at levels sufficient to cover our costs and provide a return for investors,
(ii) attract additional capital in order to finance growth, and (iii) successfully compete with other comparable companies having financial,
production and marketing resources significantly greater than those of the Company.

 We believe that our capital
resources are insufficient for ongoing operations, with minimal current cash reserves, particularly given the resources necessary to expand
our business. We will likely require considerable amounts of financing to make any significant advancement in our business strategy. There
is presently no agreement in place that will guarantee financing for our Company, and we cannot assure you that we will be able to raise
any additional funds, or that such funds will be available on acceptable terms. Funds raised through future equity financing will likely
be substantially dilutive to current stockholders. Lack of additional funds will materially affect our Company and our business and may
cause us to substantially curtail or even cease operations. Consequently, you could incur a loss of your entire investment in the Company.

 Related Party Transactions

 Loans Payable, Related Party

 The Company periodically received advances from
a corporation controlled by John Munoz, previous beneficial owner of 25,000,000 shares of our common stock and Chief Executive Officer
of the Company from inception on January 6, 2016 to July 25, 2017. These loans were non-interest bearing and due on demand. During the
years ended December 31, 2023 and 2022, the Company received additional loans of $16,002 and $38,431, respectively. The amount of loans
payable to this corporation as of December 31, 2023 and 2022 was $-0- and $291,231, respectively.

 Sublease Agreements

 Effective December 1, 2019, the Company entered
into a Sublease Agreement with the related party described in the first paragraph of Note 6 for the Company's use of office space
in Long Beach, California at a Monthly Base Rent of $500 per month. The Sublease is month to month and terminable by either party upon
30 days written notice.

 For the years ended December 31, 2023 and 2022,
the Company recorded $-0- and $6,000, respectively, in rent expense related to this Sublease which is included in other selling, general
and administrative expenses. The amount due on the Sublease Agreements as of December 31, 2023 and 2022 was $-0- and $33,000, respectively.

 Advances from related party

 During the year ended December 31, 2023, a company
controlled by JJ Javier, Chief Executive Officer of the Company, advanced to the Company a total $291,359 by paying for operating expenses
on behalf of the Company. Interest accrued of $15,934 consists of the actual interest incurred by JJ Javier and passed on to the Company.

 We do not have any off-balance sheet arrangements.

 Off-Balance Sheet Arrangements

 We do not have any off-balance
sheet arrangements.

 Critical Accounting Policies

 We believe the following more
critical accounting policies are used in the preparation of our financial statements:

 Use of Estimates. The
preparation of financial statements in conformity with accounting principles generally accepted in the United States of America requires
management to make estimates and assumptions that affect the amounts reported in the financial statements and accompanying notes. Actual
results could differ from those estimates. On a periodic basis, management reviews those estimates, including those related to valuation
allowances, loss contingencies, income taxes, and projection of future cash flows.

 Research and Development.
 Research and development costs are charged to operations when incurred and are included in operating expenses.

 Recent Accounting Pronouncements

 There were various accounting
standards and interpretations recently issued, none of which are expected to have a material impact on the Company's consolidated financial
position, operations or cash flows.

 ITEM 7A. QUANTITATIVE AND QUALITATIVE
DISCLOSURES ABOUT MARKET RISK

 We are a smaller reporting company as defined
by Rule 12b-2 of the Securities Exchange Act of 1934 and are not required to provide the information under this item.

 ITEM 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA

 SOUTH EAST ASIA DEVELOPMENT CORP.

 FINANCIAL STATEMENTS

 December 31, 2023 and 2022

 CONTENTS

 Page

 Report of Independent Registered Public Accounting Firm

 Balance Sheets

 Statements of Operations

 Statements of Stockholders' Equity (Deficit)

 Statements of Cash Flows

 Notes to the Financial Statements

 Report of
Independent Registered Public Accounting Firm

 To the Board of Directors and Stockholders of

 South East Asia Development Corp.

 Opinion on the Financial Statements

 We have audited the accompanying balance sheets of
South East Asia Development Corp. (the Company) as of December 31, 2023, and the related statements of operations, stockholders'
equity, and cash flows for each of the year then ended and the related notes (collectively referred to as the financial statements).

 In our opinion, the financial statements present
fairly, in all material respects, the financial position of the Company as of December 31, 2023, and the results of its operations and
its cash flows for the year then ended, in conformity with accounting principles generally accepted in the United States of America.

 Going Concern Considerations

 The accompanying financial statements have been
prepared assuming that the Company will continue as a going concern. The Company has suffered recurring losses since inception and has
not achieved profitable operations, which raise substantial doubt about its ability to continue as a going concern. Management's
plans in regard to these matters are described in Note 5. The financial statements do not include any adjustments that might result from
the outcome of this uncertainty.

 Basis for Opinion

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

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

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

 Green
Growth CPAs

 May 31, 2024

 We have served as the Company's auditor since 2023.

 Los Angeles, California

 PCAOB ID Number 6580

 Balance Sheets

 December 31,

 December 31,

 2023

 2022

 ASSETS

 CURRENT ASSETS

 Cash and cash equivalents

 $
 –

 $

 Advances to vendors (See Note 2)

 109,689

 –

 TOTAL CURRENT ASSETS AND TOTAL ASSETS

 $
 109,689

 $

 LIABILITIES AND STOCKHOLDERS' EQUITY

 CURRENT LIABILITIES

 Accounts payable and accrued liabilities

 $
 16,087

 $
 –

 Accounts payable, related party

 –

 33,000

 Accrued interest, related party

 15,934

 –

 Loans payable, related party (See Note 6)

 291,359

 291,231

 Total Current Liabilities

 323,380

 324,231

 TOTAL LIABILITIES

 323,380

 324,231

 STOCKHOLDERS' EQUITY (DEFICIT)

 Preferred stock, $ 0.0001 par value; 20,000,000 shares authorized, - 0 - shares issued

 –

 –

 Common stock, $ 0.0001 par value; 500,000,000 shares authorized, 36,603,800 and 36,603,800 shares issued and outstanding, respectively

 3,660

 3,660

 Additional paid-in capital

 Accumulated deficit

 ( 5,975,591
)

 ( 6,085,927
)

 Total Stockholders' Equity (Deficit)

 ( 213,691
)

 ( 324,027
)

 TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY (DEFICIT)

 $
 109,689

 $

 The accompanying notes are an integral part of
these financial statements

 Statements of Operations

 For the Years Ended
December 31,

 2023

 2022

 NET REVENUES

 $
 –

 $
 –

 OPERATING EXPENSES

 Consulting fees

 106,419

 –

 Professional and accounting fees

 102,037

 38,300

 Other selling, general and administrative

 5,507

 6,583

 Total Operating Expenses

 213,963

 44,883

 LOSS FROM OPERATIONS

 ( 213,963
)

)

 OTHER INCOME (EXPENSES)

 Interest expense

 ( 15,934
)

 –

 Gain on forgiveness of debt (See Note 7)

 340,233

 –

 Total Other Income (Expenses)

 324,299

 –

 NET INCOME (LOSS)

 $
 110,336

 $
)

 Net loss per common share - basic and diluted

 $
 ( 0.00
)

 $
 ( 0.00
)

 Weighted average common shares outstanding - basic and diluted

 The accompanying notes are an integral part of
these financial statements

 Statements of Stockholders' Equity (Deficit)

 For the Period from December 31, 2021 through December
31, 2023

 Additional

 Total

 Paid-in

 Accumulated

 Stockholders'

 Shares

 Amount

 Capital

 Deficit

 Equity

 Balance, December 31, 2021

 $
 3,660

 $

 $
 ( 6,041,044
)

 $
 ( 279,144
)

 Net loss for the year ended December 31, 2022

 –

 –

 –

)

)

 Balance, December 31, 2022

 3,660

 ( 6,085,927
)

 ( 324,027
)

 Net income for the year ended December 31, 2023

 –

 –

 –

 110,336

 110,336

 Balance, December 31, 2023

 $
 3,660

 $

 $
 ( 5,975,591
)

 $
 ( 213,691
)

 The accompanying notes are an integral part of
these financial statements

 Statements of Cash Flows

 For the Years Ended
December 31,

 2023

 2022

 CASH FLOWS FROM OPERATING ACTIVITIES:

 Net income (loss)

 $
 110,336

 $
)

 Adjustments to reconcile net loss to net cash used by operating activities:

 Gain on forgiveness of debt

 ( 340,233
)

 –

 Interest expense

 15,934

 –

 Changes in operating assets and liabilities:

 Advances to vendor

 ( 109,689
)

 –

 Accounts payable and accrued liabilities

 323,448

 –

 Accounts payable, related party

 –

 6,000

 Net Cash Used by Operating Activities

 ( 204
)

 ( 38,883
)

 CASH FLOWS FROM INVESTING ACTIVITIES

 –

 –

 CASH FLOWS FROM FINANCING ACTIVITIES:

 Payments on related party loans

 –

 ( 500
)

 Proceeds from related party loans

 –

 38,431

 Net Cash Provided by Financing Activities

 –

 37,931

 NET DECREASE IN CASH AND CASH EQUIVALENTS

 ( 204
)

 ( 952
)

 CASH AND CASH EQUIVALENTS, BEGINNING OF PERIOD

 1,156

 CASH AND CASH EQUIVALENTS, END OF PERIOD

 $
 –

 $

 SUPPLEMENTAL CASH FLOW INFORMATION

 Non-cash Activities:

 Gain on forgiveness of debt

 $
 340,233

 $
 –

 Payments of expenses by Related Parties on behalf of the Company

 $
 291,359

 $
 –

 The accompanying notes are an integral part of
these financial statements

 Notes to Financial Statements

 December 31, 2023

 NOTE 1 - ORGANIZATION AND DESCRIPTION OF BUSINESS

 IA Energy Corp. (the Company) was incorporated
in the State of Wyoming on January 6, 2016. Prior to the Change in Control we were an emerging growth waste-to-energy solutions company.
Our operations to date, including after the Change of Control, have been devoted primarily to start-up and development activities, which
include: (i) formation of the Company; and, (ii) development of our business plan.

 On May 4, 2023, the Company filed Articles of
Amendment with the Wyoming Secretary of State to change the name of the Company to South East Asia Development Corp.

 NOTE
 2 - GOING CONCERN

 The accompanying financial statements have
been prepared assuming that the Company will continue as a going concern, which contemplates the realization of assets and
satisfaction of liabilities in the normal course of business. The Company has sustained significant net losses which have resulted
in an accumulated deficit at December 31, 2023 of $ 5,975,591
and has experienced periodic cash flow difficulties, all of which raise substantial doubt regarding the Company's ability to
continue as a going concern. Furthermore, the accumulated deficit has absorbed the equity reserves and common stock resulting in
negative stockholders' equity at December 31, 2023 and 2022 of $ 213,691 and $ 324,027, respectively.

 The continuation of the Company as a going concern
is dependent upon obtaining additional working capital. The management of the Company has developed a strategy which it believes will
accomplish this objective through short term loans from related parties and additional equity investments which will enable the Company
to continue operations for the coming year. However, there is no assurance that these objectives will be met. These financial statements
do not include any adjustments relating to the recoverability and classification of recorded asset amounts or amounts and classification
of liabilities that might result from the outcome of this uncertainty.

 NOTE
3 - SIGNIFICANT ACCOUNTING POLICIES

 This summary of significant accounting policies
of the Company is presented to assist in understanding the Company's financial statements. The financial statements and notes are
representations of the Company's management who are responsible for their integrity and objectivity. These accounting policies conform
to accounting principles generally accepted in the United States of America and have been consistently applied in the preparation of the
financial statements. The following policies are considered to be significant:

 a.

 Accounting Method

 The Company recognizes income and expenses based
on the accrual method of accounting. The Company has elected a calendar year-end.

 b.

 Cash and Cash Equivalents

 Cash equivalents are generally comprised of certain
highly liquid investments with original maturities of less than three months.

 c.

 Advances to Vendors

 During the year ended December 31, 2023, the
Company advanced a total of $ 109,689 to a vendor of the company. These advances will be offset against future payments paid to the vendor.

 d.

 Use of Estimates in the Preparation of Financial Statements

 The preparation of financial statements in conformity
with generally accepted accounting principles requires management to make estimates and assumptions that affect the reported amounts
of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported
amounts of revenues and expenses during the reporting period. Actual results could differ from those estimates.

 The Company determines revenue recognition based
upon the following five (5) criteria:

 Step 1 Identification of the
contract with the customer.

 Step 2 Identification of promised goods and services and
evaluation of whether the promised goods and services are distinct performance obligations.

 Step 3 Determination of the transaction price.

 Step 4 Allocation of the transaction
price to distinct performance obligations

 Step 5 Attribution of revenue
for each distinct performance obligation

 During the years ended December 31, 2023 and 2022,
respectively, the Company recorded $- 0 - revenues.

 e.

 Income Taxes

 The Company accounts for income taxes using the
asset and liability method. Under this method, deferred income taxes are determined based on the difference between the financial statement
and tax bases of assets and liabilities using enacted tax rates in effect for the year in which differences are expected to reverse. A
valuation allowance is established to reduce deferred tax assets if it is more likely than not that all or some portion of such deferred
tax assets will not be realized. A full allowance against deferred tax assets was provided as of December 31, 2023 and 2022.

 At December 31, 2023, the Company had net operating
loss carryforwards which may be offset against future taxable income. No tax benefit has been reported in the financial statements because
the potential tax benefits of the net operating loss carryforwards are offset by a valuation allowance of the same amount.

 Due to the change in ownership provisions of the
Tax Reform Act of 1986, net operating loss carryforwards for Federal income tax reporting purposes are subject to annual limitations.
Should a significant change in ownership occur, net operating loss carryforwards may be limited as to future use.

 f.

 Basic and Diluted Net Loss per Share of Common Stock

 Basic net loss per common share is based on the
weighted average number of shares outstanding during the periods presented. Diluted earnings per share is computed using the weighted
average number of common shares plus dilutive common share equivalents outstanding during the period.

 g.

 Recent Accounting Pronouncements

 Certain accounting pronouncements have been issued
by the FASB and other standard-setting organizations which are not yet effective and have not yet been adopted by the Company. The impact
on the Company's financial position and results of operations from adoption of these standards is not expected to be material.

 h.

 Use of Estimates and Assumptions

 The preparation of financial statements in conformity with accounting
principles generally accepted in the United States 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 these estimates.

 NOTE
4 - EQUITY TRANSACTIONS

 The Company has 500,000,000 shares of common stock
authorized with a par value of $ 0.0001. 25,000,000 shares of common stock were issued to the founder of the Company on incorporation.

 NOTE
5 - FINANCIAL INSTRUMENTS

 Our financial instruments consist of cash and
cash equivalents, accounts payable and loans payable. The carrying amount of these assets and liabilities approximate fair value due to
their short-term nature.

 NOTE 6 - RELATED PARTY TRANSACTIONS

 Loans Payable, Related Party

 The Company periodically received advances
from a corporation controlled by John Munoz, previous beneficial owner of 25,000,000 shares of our common stock and Chief Executive
Officer of the Company from inception on January 6, 2016 to July 25, 2017. These loans were non-interest bearing and due on demand.
During the years ended December 31, 2023 and 2022, the Company received additional loans of $ 16,002 and $ 38,431,
respectively. The amount of loans payable to this corporation as of December 31, 2023 and 2022 was $- 0 -
and $ 291,231,
respectively.

 Sublease Agreements

 Effective December 1, 2019, the Company entered
into a Sublease Agreement with the related party described in the first paragraph of Note 6 for the Company's use of office space
in Long Beach, California at a Monthly Base Rent of $500 per month. The Sublease is month to month and terminable by either party upon
30 days written notice.

 For the years ended December 31, 2023 and 2022,
the Company recorded $- 0 - and $ 6,000, respectively, in rent expense related to this Sublease which is included in other selling, general
and administrative expenses. The amount due on the Sublease Agreements as of December 31, 2023 and 2022 was $- 0 - and $ 33,000, respectively.

 Advances from related party

 During the year ended December 31, 2023, a
company controlled by JJ Javier, Chief Executive Officer of the Company, advanced to the Company a total $ 291,359
by paying for operating expenses on behalf of the Company. Interest accrued of $15,934 consists of the actual interest incurred by
JJ Javier and passed on to the Company.

 NOTE 7 - CHANGE OF CONTROL

 Southeast Asia Development (" Company "
or "IA Energy"), John R. Munoz (" Seller " or
"Munoz"), and JJ C. Javier (" Purchaser " or
"Javier") entered into a Stock Purchase Agreement (" Agreement ")
on November 14, 2022 wherein and whereby, the Purchaser was to acquire 25,025,000 Shares of Common Stock of the Company from the
Seller. The Company, Munoz, and Javier will be collectively referred to as, the "Parties."

 The Seller indicated that he was the beneficial
and owners of record of 25,025,000 Shares of Common Stock (" Control Shares ") of the Company. The Control Shares to
be sold under the Agreement represented 68.37 % of the total shares issued and outstanding ("Change of Control"). The purchase
price ("Purchase Price") for the Control Shares was Three Hundred Thousand Dollars ($300,000).

 On January 18, 2023, the Parties described in
Note 7 entered into the First Amendment to Stock Purchase Agreement ("Amendment").

 The Amendment provided that the Purchaser was
to purchase all 25,943,800 shares of Common Stock (the "Control Shares") owned by Munoz for the aggregate purchase price of
$300,000, which was an additional 918,800 shares of common stock. The Control Shares sold pursuant to the Agreement and the Amendment
represents 70.877% of the issued and outstanding shares of the Company.

 Additionally, Munoz had periodically advanced
funds to the Company, which is reflected as Loans Payable, Related Party ("Related Party Loan") under Current Liabilities
on the financial statements of the Company. The amounts due and owing by the Company to Munoz, as of December 31, 2022 was $ 291,231.

 Additionally, as a result of a Sublease between
the Company and Munoz, the financial statements reflect as Accounts Payable, Related Party ("Related Party Accounts Payable")
under Current Liabilities on the financial statements of the Company, such amounts due and owing by the Company which as of December 31,
2022 was $ 33,000.

 The Amendment provided that the full amount of
any Related Party Loan and Related Party Accounts Payable then owing as of the Closing of the transactions contemplated by the Purchase
Agreement, were to be forgiven effective as of the Closing, in total amount of $ 340,233. This amount has been reflected as Gain on
Forgiveness of Debt in the statement of operations for the year ended December 31, 2023.

 Prior to the Closing, the sole officer and director
of the Company, pursuant to Section 17-16-810(c) of the Wyoming Business Corporations Act, which provides that a vacancy that will occur
at a later date, by reason of a resignation effective at a later date under W.S. 17-16-807(b) or otherwise, may be filled before the vacancy
occurs, but the new director may not take office until the vacancy occurs, appointed Javier the Sole Director, and President, Secretary,
and Chief Financial Officer.

 The Closing under the Agreement, the Amendment,
and the Escrow occurred on January 18, 2023. At Closing Munoz transferred the Control Shares to Javier, the sole officer and director
of the Company resigned, simultaneously with Javier becoming the Sole Director, the President, the Secretary, and Chief Financial Officer.
At Closing, the balance of $225,000 was paid by the Escrow Agent to Munoz.

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

 On October 3, 2023, by email communication, South
East Asia Development, Corp. (the "Company") was informed that Gries & Associates, LLC ("Gries") was merging
its firm with GreenGrowth CPAs ("GreenGrowth"). Gries continued to function as the Company's auditor through the Company's
Q3-2023 Form 10-Q on November 21, 2023. Ultimately, there was no merger, and GreenGrowth simply acquired some of Gries' clients,
including the Company.

 On February 6, 2024, the Company engaged and executed
an agreement with GreenGrowth CPAs ("GreenGrowth"), as the Company's new independent accountant to replace Gries.

 The reports of Gries regarding the Company's
financial statements for the fiscal years ended December 31, 2022 and 2021, being the most recent fiscal years for which the Company has
filed audited financial statements with the Securities and Exchange Commission (the "SEC"), did not contain any adverse opinion
or disclaimer of opinion and were not qualified or modified as to uncertainty, audit scope or accounting principles, except to indicate
that there was substantial doubt about the Company's ability to continue as a going concern.

 The board of directors of the Company, acting
as the audit committee, approved the decision to change independent accountants.

 During the fiscal years ended December 31, 2022
and 2021, and through February 6, 2024, the Company had no disagreements (as defined in Item 304(a)(1)(iv) of Regulation S-K and the related
instructions to Item 304 of Regulation S-K) with Gries on any matter of accounting principles or practices, financial statement disclosure
or auditing scope or procedures, which disagreements, if not resolved to the satisfaction of Gries would have caused Gries to make reference
thereto in connection with its report.

 During the fiscal years ended December 31, 2022
and 2021, and through February 6, 2024, the Company did not experience any reportable events (as defined in Item 304(a)(1)(v) of Regulation
S-K), except that management of the Company discussed with Gries the continued existence of material weaknesses in the Company's
internal control over financial reporting.

 The Company requested Gries to furnish it with
a letter addressed to the SEC stating whether or not Gries agrees with the above statements and, if it does not agree, the respects in
which it does not agree. A copy of the letter, dated April 5, 2024, is filed as Exhibit 16.1 to this current report on Form 10-K.

 During the Company's fiscal years ended
December 31, 2022 and 2021, and through February 6, 2024, neither the Company nor anyone on the Company's behalf consulted with
Gries regarding any of the following:

 (i) either
the application of accounting principles to a specified transaction, either completed or proposed, or the type of audit opinion that might
be rendered on the Company's financial statements, and neither a written report nor oral advice was provided to the Company that
Gries concluded was an important factor considered by the Company in reaching a decision as to any accounting, auditing or financial reporting
issue; or

 (ii) any
matter that was either the subject of a disagreement (as defined in Item 304(a)(1)(iv) of Regulation S-K and the related instructions
to Item 304 of Regulation S-K) or a reportable event (as defined in Item 304(a)(1)(v) of Regulation S-K).

 By letter dated April 1, 2024, the Company was
informed by the Securities and Exchange Commission, Division of Corporate Finance, that the Public Company Accounting Oversight Board
("PCAOB") has revoked the registration of the Company's prior auditor, Gries & Associates, LLC effective March
5, 2024.

 ITEM 9A. CONTROLS AND PROCEDURES

 Management's Report on Disclosure Controls
and Procedures

 We attempt to maintain disclosure controls and
procedures that are designed to ensure that information required to be disclosed in our reports filed under the Securities Exchange
Act of 1934, as amended, is recorded, processed, summarized and reported within the time periods specified in the Securities and Exchange
Commission's rules and forms, and that such information is accumulated and communicated to our management, to allow for timely decisions
regarding required disclosure.

 As of December 31, 2023, the end of our fiscal
year covered by this report, we carried out an evaluation, under the supervision of our Chief Executive Officer, of the effectiveness
of the design and operation of our disclosure controls and procedures. Based on the foregoing, we concluded that our disclosure controls
and procedures were ineffective as of the end of the period covered by this annual report because there was no segregation of the duties
with only a sole member in our management team and our board of directors does not have a formal audit committee.

 Management's Report on Internal Control
over Financial Reporting

 Our management is responsible for establishing
and maintaining adequate internal control over financial reporting (as defined in Rule 13a-15(f) under the Securities Exchange Act, as
amended). In fulfilling this responsibility, estimates and judgments by management are required to assess the expected benefits and related
costs of control procedures. The objectives of internal control include providing management with reasonable, but not absolute, assurance
that assets are safeguarded against loss from unauthorized use or disposition, and that transactions are executed in accordance with management's
authorization and recorded properly to permit the preparation of financial statements in conformity with accounting principles generally
accepted in the United States.

 Our management assessed the effectiveness of our
internal control over financial reporting as of December 31, 2023. In making this assessment, our management used the criteria set forth
by the Committee of Sponsoring Organizations of the Treadway Commission ("COSO") in Internal Control-Integrated Framework.

 Our management has concluded that, as of December
31, 2023, our internal control over financial reporting is ineffective in providing reasonable assurance regarding the reliability of
financial reporting and the preparation of financial statements for external purposes in accordance with US generally accepted accounting
principles.

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

 Inherent limitations on effectiveness of controls

 Internal control over financial reporting has
inherent limitations which include but is not limited to the use of independent professionals for advice and guidance, interpretation
of existing and/or changing rules and principles, segregation of management duties, scale of organization, and personnel factors. Internal
control over financial reporting is a process which involves human diligence and compliance and is subject to lapses in judgment and breakdowns
resulting from human failures. Internal control over financial reporting also can be circumvented by collusion or improper management
override. Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements on a
timely basis, however these inherent limitations are known features of the financial reporting process and it is possible to design into
the process safeguards to reduce, though not eliminate, this risk. Therefore, even those systems determined to be effective can provide
only reasonable assurance with respect to financial statement preparation and presentation.

 Projections of any evaluation of effectiveness
to future periods are subject to the risk that controls may become inadequate because of changes in conditions, or that the degree of
compliance with the policies or procedures may deteriorate.

 Changes in Internal Control over Financial
Reporting

 There have been no changes in internal control
over financial reporting that occurred during our fourth fiscal quarter of 2023 that have materially affected, or are reasonably likely
to materially affect, our internal control over financial reporting.

 ITEM 9B. OTHER INFORMATION

 During the quarter ended December 31, 2023, no
director or officer adopted or terminated any Rule 10b5-1 trading arrangement or non-Rule 10b5-1 trading arrangement, as each term is
defined in Item 408(a) of Regulation S-K.

 ITEM 9C. DISCLOSURE REGARDING FOREIGN JURISDICTION
THAT PREVENT INSPECTIONS.

 Not Applicable.

 PART III.

 ITEM 10. DIRECTORS, EXECUTIVE OFFICERS AND CORPORATE GOVERNANCE

 Identification of directors and executive officers

 Prior to the Change of Control, our current sole
director and executive officer of the Company in 2022 was as follows:

 Name

 Age

 Title

 Director Since

 Thomas K. Emmitt

 Director, President, CEO, CFO and Secretary

 April 2021

 After the Change of Control, our current sole director
and executive officer of the Company in 2023 was as follows:

 Name

 Age

 Title

 Director Since

 Director, President, CEO, CFO and Secretary

 January 18, 2023

 All of the Company's
directors hold office until the next annual general meeting of the stockholders or until their successors are elected and qualified. The
officers are appointed by our Board of Directors and hold office until their earlier death, retirement, resignation, or removal.

 Significant Employees

 There are no significant employees
other than Mr. Javier.

 Family Relationships

 There are no family relationships
between any directors or executive officers of the Company, either by blood or by marriage.

 Business Experience

 The business experience during
the past five years of each of the persons presently listed above as an Officer or Director of the Company or a Significant Employee is
as follows:

 Thomas K. Emmitt was appointed as our Chief
Executive Officer and a director in April 12, 2021. In addition to these roles, Mr. Emmitt is a former director and former Chief Executive
Officer of Bakhu Holdings Corp. Mr. Emmitt is also the principal of the Law Office of Tom Emmitt, a law firm specializing in civil
litigation. Mr. Emmitt has successfully prosecuted over 400 civil cases in the areas of personal injury and employment law. From March
2009 through January 2016, Mr. Emmitt was in-house counsel to Green Medica Holdings Corporation, a nutraceutical company specializing
in mushroom derivatives and DHA/GPC products. Beginning in January 2016, and continuing through the present, Mr. Emmitt has been in-house
counsel to the OZ Corporation, a management consulting company providing services to small and mid-cap companies. Finally, Mr. Emmitt
has been the President of Belltower Entertainment Corp. (BTOW), a publicly traded entity since December 2017. Mr. Emmitt is a graduate
of Ventura College, and the West Los Angeles School of Law.

 JJ C. Javier, as part of the Change of Control was appointed
the Sole Director, and President, Secretary, and Chief Financial Officer of the Company. In 2005, Mr. Javier Co-Founded WebPlus
7 Solutions Corp., a Philippine Software Development Company that builds applications across a variety of platforms & industries.
Since July, 2015, Mr. Javier has served as Chief Executive Officer BreakRoad35 International Marketing Corporation, a Philippine company
that produces and markets products using cutting-edge technology. In 2020 Mr. Javier Co-Founded Ayahtek Corp., a Philippines & Seattle
Software Development Company that builds applications across a variety of platforms & industries. From 2019-present, Mr. Javier has
served as Chairman / President Agriworld Corporation, whose business is Health & Wellness Product Manufacturing and Distribution.
From 2020-present, Mr. Javier has been Chairman/President of Vient Realty, and Vient Land whose business is real estate and land development.
From 2022 to present, Mr. Javier has been Chairman / President of Potami Water Enterprises PH, a water bottling & distribution company.

 In 2021 Mr. Javier received an AB Political Science with Latin Honors,
Cum Laude from the Arellano University, Legarda, Manila, Philippines.

 Directorships

 No Director of the Company or person nominated
or chosen to become a Director holds any other directorship in any company with a class of securities registered pursuant to section 12
of the Exchange Act or subject to the requirements of section 15(d) of such Act or any other company registered as an investment company
under the Investment Company Act of 1940.

 Involvement in Certain Legal Proceedings

 During the past ten years, no present or former
director, executive officer or person nominated to become a director, or an executive officer of the Company has been or filed:

 1. A petition under the Federal bankruptcy laws
or any state insolvency law was filed by or against, or a receiver, fiscal agent or similar officer was 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 two years before the time of such filing;

 2. Such person was convicted in a criminal proceeding
or is a named subject of a pending criminal proceeding (excluding traffic violations and other minor offenses);

 3. Such person was the subject of 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, 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;

 4. Such person was the subject of any order, judgment or decree, not
subsequently reversed, suspended or vacated, of any 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 (f)(3)(i) of this section, or to be associated with
persons engaged in any such activity;

 5. Such person was found by a court of competent jurisdiction in a
civil action or by the Commission to have violated any Federal or State securities law, and the judgment in such civil action or finding
by the Commission has not been subsequently reversed, suspended, or vacated;

 6. Such person was found by a court of competent jurisdiction in a
civil action or by the Commodity Futures Trading Commission to have violated any Federal commodities law, and the judgment in such civil
action or finding by the Commodity Futures Trading Commission has not been subsequently reversed, suspended or vacated;

 7. Such person was the subject of, or a party to, any Federal or State
judicial or administrative order, judgment, decree, or finding, not subsequently reversed, suspended or vacated, relating to an alleged
violation of:

 i. Any Federal or State securities or
commodities law or regulation; or

 ii. Any law or regulation respecting
financial institutions or insurance companies including, but not limited to, a temporary or permanent injunction, order of disgorgement
or restitution, civil money penalty or temporary or permanent cease-and-desist order, or removal or prohibition order; or

 iii. Any law or regulation prohibiting
mail or wire fraud or fraud in connection with any business entity; or

 8. Such person was the subject of, or a party to, any sanction or order,
not subsequently reversed, suspended or vacated, of any self-regulatory organization (as defined in Section 3(a)(26) of the Exchange Act
(15 U.S.C. 78c(a)(26))), any registered entity (as defined in Section 1(a)(29) of the Commodity Exchange Act (7 U.S.C. 1(a)(29))), or
any equivalent exchange, association, entity or organization that has disciplinary authority over its members or persons associated with
a member.

 Promoters and Control Persons

 None.

 Section 16(a) Beneficial Ownership Reporting
Compliance

 The Company does not have a class of equity securities registered pursuant
to Section 12 of the Exchange Act (15 U.S.C. 78 l) and is not required to identify each person who was an officer, director or beneficial
owner of more than 10% of our registered equity securities during our most recent fiscal year and who failed to file on a timely basis
reports required by Section 16(a) of the Securities Exchange Act of 1934.

 Code of Ethics

 The Company expects that its Officers and Directors
will maintain appropriate standards of honesty and ethical conduct in connection with the performance of their duties on behalf of the
Company. In recognition of this expectation, the Company has adopted a Code of Ethics. The purpose of this Code of Ethics is to codify
standards the Company believes are reasonably necessary to deter wrongdoing and to promote honest and ethical conduct, including the ethical
handling of actual or apparent conflicts of interest between personal and professional relationships and full, fair, accurate, timely
and understandable disclosure in reports and documents that the Company files with, or submits to, the Securities and Exchange Commission
(the "SEC"), or other regulatory bodies and in other public communications made by the Company.

 Audit Committee and Audit Committee Financial
Expert

 We also do not have an "audit committee
financial expert" as such term is described in Item 401 of Regulation S-K promulgated by the SEC.

 ITEM 11. EXECUTIVE COMPENSATION

 Summary Compensation Table

 Summary Compensation Table

 The following table summarizes the total compensation
for the two fiscal years ended December 31, 2023 of each person who served as our principal executive officer or principal financial and
accounting officer collectively, (the "Named Executive Officers") including any other executive officer who received more
than $100,000 in annual compensation from the Company. We did not award cash bonuses, stock options or non-equity incentive plan compensation
to any Named Executive Officer during the two fiscal years ended December 31, 2023 and 2022; thus, these items are omitted from the table
below:

 Summary Compensation Table

 Name and Principal Position

 Year Ended Dec. 31

 Salary
 ($)

 Stock Awards(s)
 ($)

 Option Awards
 ($)

 Non-Equity Incentive Plan Compensation

 All Other Compensation
 ($)

 Total
 ($)

 Thomas K. Emmitt

 2023

 $
 –

 $
 –

 $
 –

 –

 $
 –

 $
 –

 CEO, President,

 2022

 $
 –

 $
 –

 $
 –

 –

 $
 –

 $
 –

 2023

 $
 –

 $
 –

 $
 –

 –

 $
 –

 $
 –

 CEO, President,

 Compensation of Directors

 Each director may be reimbursed for certain expenses
incurred in attending board of directors and committee meetings.

 There are no employment contracts, compensatory
plans or arrangements, including payments to be received from the Company with respect to any Director that would result in payments to
such person because of his or her resignation with the Company, or its subsidiaries, any change in control of the Company. There are no
agreements or understandings for any Director to resign at the request of another person. None of our Directors or executive officers'
acts or will act on behalf of or at the direction of any other person.

 Outstanding Equity Awards at Fiscal Year-End

 There are no outstanding equity awards to our
Named Executive Officers or directors as of December 31, 2023.

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

 We have determined beneficial ownership as shown
in the following two tables in accordance with the rules of the SEC. Except as indicated by the footnotes below, we believe, based on
the information furnished to us, that the persons and entities named in the two tables below have sole voting and investment power with
respect to all shares of common stock shown as beneficially owned by them, subject to applicable community property laws. Applicable percentage
ownership as shown in the two tables below is based on 36,603,800 shares of common stock outstanding on December 31, 2023. In computing
the number of shares of common stock beneficially owned by a person and the percentage ownership of that person, we deemed as outstanding
shares of common stock subject to options held by that person that are currently exercisable or exercisable within 60 days of December
31, 2023. However, we did not deem these shares outstanding for the purpose of computing the percentage ownership of any other person.

 Security Ownership of Certain Beneficial
Owners

 Prior to the Change of Control, the following table shows the amount
of common stock beneficially owned by holders of more than 5% of the outstanding shares of any class of our voting securities.

 Title of Class

 Name and Address of Beneficial Owner

 Amount and Nature of Beneficial Owner

 Percent of Class

 John R. Munoz (1)

 One World Trade Center

 Suite 130

 Long Beach, CA 90831

 25,943,800

 70.87%

 OZS Management Consultancy Services

 310 San Miguel Magalang

 Pampanga, Philippines 2011

 4,950,000

 13.52%

 Lady Jho Pineda Dimitui

 310 San Miguel Magalang

 Pampanga, Philippines 2011

 4,950,000

 13.52%

 (1) Includes 25,025,000 shares of common stock
owned directly 918,800 shares of common stock owned directly through OZ Corporation of which Mr. Munoz is the sole owner, officer and
director.

 After the Change of Control, the following table shows the amount of
common stock beneficially owned by holders of more than 5% of the outstanding shares of any class of our voting securities.

 Title of Class

 Name and Address of Beneficial Owner

 Amount and Nature of Beneficial Owner

 Percent
of Class

 Unit 2102, One Global Place

 5th Avenue Corner 25th Street

 BCG, Taguig City 1630 Philippines

 25,943,800

 70.87%

 OZS Management Consultancy Services

 310 San Miguel Magalang

 Pampanga, Philippines 2011

 4,950,000

 13.52%

 Lady Jho Pineda Dimitui

 310 San Miguel Magalang

 Pampanga, Philippines 2011

 4,950,000

 13.52%

 Security Ownership of Management

 The following table sets forth the amount and nature of beneficial
ownership of any class of our voting securities held by all of the Company's current directors and executive officers.

 Title of Class

 Name and Address of Beneficial Owner

 Amount and Nature of Beneficial Owner

 Percent of Class

 Unit 2102, One Global Place

 5th Avenue Corner 25th Street

 BCG, Taguig City 1630 Philippines

 25,943,800

 70.87%

 Directors and Executive Officers as a Group

(1 Person)

 25,943,800

 70.87%

 Change of Control

 IA Energy Corp., (" Company "
or "IA Energy"), John R. Munoz (" Seller " or "Munoz"), and JJ C. Javier (" Purchaser "
or "Javier") entered into a Stock Purchase Agreement (" Agreement ") on November 14, 2022 wherein and whereby,
the Purchaser was to acquire 25,025,000 Shares of Common Stock of the Company from the Seller. The Company, Munoz, and Javier will be
collectively referred to as, the "Parties."

 The Agreement was entered into effective as of
the date of the last signature (" Effective Date "), which was November 14, 2022.

 The Company is authorized to issue 500,000,000
shares of common stock, par value $0.0001 (USD) per share, of which 36,603,800 shares are issued and outstanding, and 20,000,000 shares
of preferred stock, par value $0.0001(USD) per share, of which no preferred shares have been issued.

 The Seller indicated that he was the beneficial
and owners of record of 25,025,000 Shares of Common Stock (" Control Shares ") of the Company. The Control Shares to
be sold under the Agreement represented 68.37 % of the total shares issued and outstanding ("Change of Control"). The purchase
price ("Purchase Price") for the Control Shares was Three Hundred Thousand Dollars ($300,000) (USD).

 At the time of execution of the Agreement, the
Company was a non-trading, reporting company and was delinquent in the filing of the following periodic reports (the " Delinquent
SEC Reports ") with the Securities and Exchange Commission (the " SEC "):

 (i)

 Quarterly Report on Form 10-Q for the quarter ended 9/30/2021;

 (ii)

 Annual Report on Form 10-K for the year ended 12/31/2021;

 (iii)

 Quarterly Report on Form 10-Q for the quarter ended 3/31/2022;

 (iv)

 Quarterly Report on Form 10-Q for the quarter ended 6/30/2022; and

 (v)

 Quarterly Report on Form 10-Q for the quarter ended 9/30/2022.

 The Company was also, not in good standing in
the state of Wyoming.

 To facilitate (i) the required audit and or review
of the requisite financial statements by a qualified PCAOB Auditor for Company to complete and file the Delinquent SEC Reports, (ii) bringing
the Company into good standing in the State of Wyoming, and (iii) to close the purchase, sale, and delivery of the Control Shares, contemporaneous
with entering into the Agreement, the Parties entered into an Escrow Agreement ("Escrow Agreement") with Chachas Law Group P.C.,
the Company's Counsel, as escrow agent ("Escrow Agent").

 The Agreement and the Escrow Agreement provided
that (i) Purchaser would deliver to and deposit with Escrow Agent the Purchase Price of $300,000 (USD) to be held in the Chachas Law Group
Attorney Trust Account; (ii) the Purchaser authorized a non-refundable disbursement ("Non-Refundable Payment) of the $75,000 (USD)
to the Company; (iii) the Company was to use the Non-Refundable Payment to pay its counsel, Chachas Law Group P.C., to complete the requisite
audits and other task as required to facilitate the filing of the Delinquent SEC Reports and to bring the Company into good standing in
the State of Wyoming; (iv) the Company and Seller, upon Closing would appoint the Purchaser as the Company's sole Director and to
all Officer positions; and (iv) Seller would deliver to the Escrow Agent the resignations of the current officers and directors of the
Company (the " Resignations "), original certificates or an account statement if held in Book Entry, representing the
Control Shares (the " Certificate "), duly executed irrevocable stock powers endorsed in blank with the signature medallion
guaranteed (the " Stock Powers ") for the transfer of the Control Shares to be held and delivered in accordance with
the terms of this Agreement and the Escrow Agreement.

 Upon execution of this Agreement, and the Escrow
Agreement on November 14, 2022, the Purchaser caused to have delivered to Chachas Law Group Attorney Trust Account, one or more bank wires
in total amount of $300,000 (USD) and, in its capacity as the Escrow Agent, Chachas Law Group P.C, released $75,000 (USD)of the Escrowed
Funds from the Chachas Law Group Attorney Trust Account for the purpose of completing the requisite audits and other tasks as required
to facilitate the filing of the Delinquent SEC Reports and to bringing the Company into good standing in the State of Wyoming.

 Thereafter, the Company was brought into good
standing with the State of Wyoming on November 29, 2022. Delinquent SEC Reports were filed with the Securities and Exchange Commission
("SEC") as follows:

 January 3, 2023:

 Quarterly Report on Form 10-Q for the quarter ended 9/30/2021

 January 5, 2023:

 Annual Report on Form 10-K for the year ended 12/31/2021

 January 10, 2023:

 Quarterly Report on Form 10-Q for the quarter ended 3/31/2022

 January 11, 2023:

 Quarterly Report on Form 10-Q for the quarter ended 6/30/2022

 January 13, 2023:

 Quarterly Report on Form 10-Q for the quarter ended 9/30/2022.

 The sale and purchase of the Control Shares was to close
(" Closing ") within seven (7) days of the date that the Company filed the Delinquent SEC Reports and had become in good
standing in the State of Wyoming, but not later than forty-five (45) days following the Effective Date of the Agreement, through the offices
of the Escrow Agent unless extended by mutual written agreement of the parties.

 On January 18, 2023, the Parties entered into
the First Amendment to Stock Purchase Agreement ("Amendment").

 The Amendment provided that the Purchaser was
to purchase all 25,943,800 shares of Common Stock (the "Control Shares") owned by Munoz for the aggregate purchase price of
$300,000 (USD), which was an additional 918,800 shares of common stock. The Control Shares sold pursuant to the Agreement and the Amendment
represents 70.877% of the issued and outstanding shares of the Company.

 Additionally, Munoz had periodically advanced
funds to the Company, which is reflected as Loans Payable, Related Party ("Related Party Loan") under Current Liabilities
on the financial statements of the Company. The amounts due and owing by the Company to Munoz, as of December 31, 2021 was $253,300 (USD).

 Additionally, as a result of a Sublease between
the Company and Munoz, the financial statements reflect as Accounts Payable, Related Party ("Related Party Accounts Payable")
under Current Liabilities on the financial statements of the Company, such amounts due and owing by the Company which as of December 31,
2021 was $27,000 (USD).

 The Amendment provided that the full amount of
any Related Party Loan and Related Party Accounts Receivable then owing as of the Closing of the transactions contemplated by the Purchase
Agreement, were to be forgiven effective as of the Closing, in total amount of $280,300 (USD).

 Prior to the Closing, the sole officer and director
of the Company, pursuant to Section 17-16-810(c) of the Wyoming Business Corporations Act, which provides that a vacancy that will occur
at a later date, by reason of a resignation effective at a later date under W.S. 17-16-807(b) or otherwise, may be filled before the vacancy
occurs, but the new director may not take office until the vacancy occurs, appointed Javier the Sole Director, and President, Secretary,
and Chief Financial Officer.

 The Closing under the Agreement, the Amendment,
and the Escrow occurred on January 18, 2023. At Closing Munoz transferred the Control Shares to Javier, the sole officer and director
of the Company resigned, simultaneously with Javier becoming the Sole Director, the President, the Secretary, and Chief Financial Officer.
At Closing, the balance of $225.000 (USD)was paid by the Escrow Agent to Munoz.

 The transaction transferring control from Munoz
to JJ C. Javier closed on January 18, 2023 and as described in detail above in Item 5.01, JJ C. Javier purchased all 25,943,800 shares
of Common Stock (the " Control Shares ") owned by Munoz for the aggregate purchase price of $300,000 (USD). The Control
Shares sold pursuant to the Agreement and the Amendment represents 70.877% of the issued and outstanding shares of the Company, with JJ
C. Javier acquiring the controlling interest in the 36,603,800, issued and outstanding shares, of the Company ("Change of Control").

 In Summary:

 Control was acquired by JJ C. Javier, whose address
is, Unit 2102, One Global Place, 5 th Avenue Corner 25 th Street, BGC, Taguig City 1630 Philippines and whose telephone
number is +63 (2) 79433419.

 The transaction transferring control from Munoz
to JJ C. Javier closed on January 18, 2023.

 JJ C. Javier purchased all 25,943,800 shares of
Common Stock (the " Control Shares ") owned by Munoz for the aggregate purchase price of $300,000. The Control Shares
sold pursuant to the Agreement and the Amendment represents 70.877% of the issued and outstanding shares of the Company, with JJ C. Javier
acquiring the controlling interest in the 36,603,800 issued and outstanding shares of the Company ("Change of Control").

 JJ C. Javier paid $300,000 (USD) for the Control
Shares.

 The source of the $300,000 (USD) paid by JJ C.
Javier for the Control Shares was his personal funds. The transaction did not involve bank loans or investors funding.

 Other than the Agreement, the Amendment, and the
Escrow Agreement, there were no written or oral arrangements or understandings among member of both the former and new control groups
and their associates with respect to election of directors or other matters. There are no arrangements known to the registrant, including
any pledge by any person of securities of the registrant or any of its parents, the operation of which may at a subsequent date result
in a change in control of the registrant.

 Securities Authorized for Issuance Under
Equity Compensation Plans

 We have no equity compensation plans, previously
approved or not by stockholders.

 ITEM 13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS,
AND DIRECTOR INDEPENDENCE

 Certain Relationships and Related Transactions

 Prior to the Change of Control, we occupied office
space in accordance with a sublease from The OZ Corporation. The beneficial stockholder of The OZ Corporation is John R. Munoz, who, prior
to the Change of Control, was the controlling stockholder of the Company. No rent had been paid and rent but was accruing at the rate
of $500 per month beginning November 1, 2019.

 After the Change of Control, we occupied office
space in accordance with an oral agreement with JJ Javier. No rent has been paid and there is no agreement for the payment of rent.

 Review, Approval or Ratification of Transactions
with Related Persons

 Not Applicable.

 Promoters and Certain Control Persons

 There have been no material transactions, series
of similar transactions, currently proposed transactions, or series of similar transactions, to which the Company is to be a party, in
which any promoter or founder, or any member of the immediate family of any of the foregoing persons, had a material interest.

 Director Independence

 Our Board of Directors has not established Audit,
Compensation, and Nominating or Governance Committees as standing committees. The Board does not have an executive committee or any committees
performing a similar function. We are not currently listed on a national securities exchange or in an inter-dealer quotation system that
has requirements that a majority of the board of directors be independent. Our director and sole officer, Thomas Emmett is not "independent"
under the definition set forth in the listing standards of the NASDAQ Stock Market, Inc., which is the definition that the Board has chosen
to use for the purposes of determining independence, as the OTC Markets does not provide such a definition.

 ITEM 14. PRINCIPAL ACCOUNTING FEES AND
SERVICES

 The following table sets forth fees invoiced
by our independent registered accounting firm Gries & Associates, LLC for the fiscal year ended December 31, 2023 and 2022.

 2023

 2022

 Audit Fees

 $
 19,000

 $
 22,000

 Audit Related Fees

 -0-

 -0-

 Tax Fees

 -0-

 -0-

 All Other Fees

 -0-

 -0-

 Total Fees

 $
 19,000

 $
 22,000

 It is the policy of the Board of Directors, which
presently completes the functions of the Audit Committee, to engage the independent accountants selected to conduct our financial audit
and to confirm, prior to such engagement, that such independent accountants are independent of the company. All services of the independent
registered accounting firms reflected above were pre-approved by the Board of Directors.

 Audit Fees

 During the fiscal year ended December 31, 2023,
we incurred $19,000 in fees to our principal independent accountants for professional services rendered in connection with the audit and
reviews of our financial statements for fiscal year ended December 31, 2023.

 During the fiscal year ended December 31, 2022,
we incurred $22,000 in fees to our principal independent accountants for professional services rendered in connection with the audit and
reviews of our financial statements for fiscal year ended December 31, 2022.

 Audit-Related Fees

 The aggregate fees billed during the fiscal years
ended December 31, 2023 and 2022 for assurance and related services by our principal independent accountants that are reasonably related
to the performance of the audit or review of our financial statements was $-0- and $-0-, respectively.

 Tax Fees

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

 All Other Fees

 The aggregate fees billed during the fiscal years
ended December 31, 2023 and 2023 for products and services provided by our principal independent accountants (other than the services
reported above) was $-0- and $-0-, respectively.

 PART IV.

 ITEM 15. EXHIBITS AND FINANCIAL STATEMENT SCHEDULES

 1. Financial Statements. The following financial statements
are filed as part of this report:

 Page

 Audited Financial Statements for the Years Ended December 31, 2023 and 2022:

 Report of Independent Registered Public Accounting Firm

 Balance Sheets as of December 31, 2023 and 2022

 Statements of Operations for the Years Ended December 31, 2023 and 2022

 Statements of Stockholders' Equity (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 the Financial Statements

 3. Exhibits. The following exhibits
are either filed as a part hereof or are incorporated by reference. Exhibit numbers correspond to the numbering system in Item 601
of Regulation S-K.

 Exhibit

 Number*

 Description of Exhibit

 3(i)

 Articles of Incorporation of IA Energy Corp. (1)

 3(ii)

 By-Laws of IA Energy Corp. (1)

 3(iii)

 Articles of Amendment filed May 4, 2023 (3)

 IA
 Energy Corp. Code of Ethics (1)

 16.1

 Letter from Gries & Associates, LLC (2)

 31(i)

 CEO certification pursuant to Section 302 of the Sarbanes – Oxley Act of 2002 (2)

 31(ii)

 CFO certification pursuant to Section 302 of the Sarbanes – Oxley Act of 2002 (2)

 CEO and CFO certification pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 (2)

 99.1

 Stock Purchase Agreement

 99.2

 Escrow Agreement

 99.3

 First Amendment to Stock Purchase Agreement

 99.4

 Joint Written Irrevocable Instructions to Escrow Agent

 101**

 The following materials from the Company's Annual Report
 balance sheets (unaudited); (ii) the statements of operations (unaudited); (iii) the statements of cash flows (unaudited); and, (iv)
 related notes.

 101.INS

 101.SCH

 101.CAL

 101.DEF

 101.LAB

 _________________

 1 Previously filed on Form S-1 on September 29, 2017

 2 Filed herewith

 3 Filed on May 10, 2023

 *

 All exhibits are numbered with the number preceding the decimal indicating the applicable SEC reference number in Item 601 and the number following the decimal indicating the sequence of the particular document.

 **

 Users of this data are advised that, pursuant to Rule 406T of Regulation S-T, these interactive data files are deemed not filed or part of a registration statement or Annual Report for purposes of Sections 11 or 12 of the Securities Act of 1933 or Section 18 of the Exchange Act of 1934 and otherwise are not subject to liability.

 SIGNATURES

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

 Dated: May 31, 2024

 /s/

 By: JJ C. Javier

 Its: Chief Executive
 Officer and Principal Accounting Officer

 Dated: May 31, 2024

 /s/ JJ C. Javier

 By: J C. Javier, Director