UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-Q

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

For the quarterly period ended September 30, 2023

or

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

For the transition period from ________ to ________

Commission file number: 000-33231

CARBONMETA TECHNOLOGIES, INC.

(Exact Name of Registrant as Specified in its Charter)

Delaware	95-4868120
(State or Other Jurisdiction	(I.R.S. Employer
of Incorporation or Organization)	Identification No.)

13110 NE 177th Place, Suite 145
Woodinville, WA	98072
(Address of Principal Executive Offices)	(Zip Code)

(206) 900-9088

(Registrant’s Telephone Number, Including Area Code)

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or Section 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 (§ 232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files).

☒Yes ☐ No

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

Large accelerated filer ☐	Accelerated filer ☐
Non-accelerated filer ☒	Smaller Reporting Company ☒
	Emerging Growth Company ☒

If an emerging growth company, indicate by 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. ☐

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

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

Title of each class	Trading Symbol(s)	Name of each exchange on which registered
Common Stock, $0.001 par value per share	COWI	OTC Markets “PINK”

As of December 1, 2023, there were 21,244,083,966 shares of the registrant’s common stock outstanding.

CARBONMETA TECHNOLOGIES, INC.

TABLE OF CONTENTS

		Page Number
PART I		5
Item 1.	Financial Statements	5
	Condensed Consolidated Balance Sheets as of September 30, 2023 (Unaudited) and December 31, 2022	5
	Condensed Consolidated Statements of Operations for the three and nine months ended September 30, 2023 and 2022 (Unaudited)	6
	Condensed Consolidated Statements of Changes in Stockholders’ (Deficit) for the three and nine months ended September 30, 2023 and 2022 (Unaudited)	7
	Condensed Consolidated Statements of Cash Flows for the nine months ended September 30, 2023 and 2022 (Unaudited)	8
Item 2.	Management’s Discussion and Analysis of Financial Condition and Results of Operations	32
Item 3.	Quantitative and Qualitative Disclosures About Market Risk	41
Item 4.	Controls and Procedures	41
PART II		42
Item 1.	Legal Proceedings	42
Item 1A.	Risk Factors	42
Item 2.	Unregistered Sales of Equity Securities and Use of Proceeds	42
Item 3.	Defaults Upon Senior Securities	42
Item 4.	Mine Safety Disclosures	42
Item 5.	Other Information	42
Item 6.	Exhibits	43
	Signatures	48

2

CAUTIONARY NOTE REGARDING FORWARD-LOOKING STATEMENTS

This Quarterly Report on Form 10-Q for the period ended September 30, 2023 (the “Quarterly Report”) contains forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995 and Section 21E of the Securities Exchange Act of 1934, as amended (the “Exchange Act”). These statements relate to future events including, without limitation, our ability to raise capital, our operational and strategic initiatives or our future financial performance. We have attempted to identify forward-looking statements by using terminology such as “anticipates,” “believes,” “expects,” “can,” “continue,” “could,” “estimates,” “expects,” “intends,” “may,” “plans,” “potential,” “predict,” “should” or “will” or the negative of these terms or other comparable terminology. These statements are only predictions; uncertainties and other factors may cause our actual results, levels of activity, performance or achievements to be materially different from any future results, levels or activity, performance or achievements expressed or implied by these forward-looking statements. Although we believe that the expectations reflected in the forward-looking statements are reasonable, we cannot guarantee future results, levels of activity, performance or achievements. Our expectations are as of the date this Quarterly Report is filed, and we do not intend to update any of the forward-looking statements after the date this Quarterly Report is filed to confirm these statements to actual results, unless required by law.

You should not place undue reliance on forward-looking statements. The cautionary statements set forth in this Quarterly Report identify important factors which you should consider in evaluating our forward-looking statements. These factors include, among other things:

● Our ability to effectively execute our business plans including transitioning from being focused on end-to-end consumer product innovation, development, and commercialization to being focused on digital media, advertising and content technologies innovation, development, and commercialization;

● Our ability to manage our expansion, growth and operating expenses;

● Our ability to protect our brands, reputation and intellectual property rights;

● Our ability to obtain adequate financing to support our development plans;

● Our ability to repay our debts;

● Our ability to rely on third-party suppliers, content contributors, developers, and other business partners;

● Our ability to evaluate and measure our business, prospects and performance metrics;

● Our ability to compete and succeed in a highly competitive and evolving industry;

● Our ability to respond and adapt to changes in technology and consumer behavior;

● Our dependence on information technology, and being subject to potential cyberattacks, security problems, network disruptions, and other incidents;

● Our ability to comply with complex and evolving laws and regulations including those relating to privacy, data use and data protection, content, competition, safety and consumer protection, e-commerce, digital assets and other matters, many of which are subject to change and uncertain interpretation;

● Our ability to enhance disclosure and financial reporting controls and procedures and remedy the existing weakness;

● Risks in connection with completed or potential acquisitions, dispositions and other strategic growth opportunities and initiatives;

● Taxes;

● The stability of the governments and political and business conditions in certain foreign countries in which we or certain of our business partners may operate now or in the future;

● Costs and results of potential litigation;

● Changes in accounting standards or inaccurate estimates or assumptions in the application of accounting policies;

● The use of social or digital media to disseminate false, misleading and/or unreliable or inaccurate information regarding our products, services or the industry in which we operate;

● Other risk factors discussed in our Annual Report on Form 10-K filed with the Securities and Exchange Commission on April 20, 2023.

These and other factors discussed above could cause results to differ materially from those expressed in the estimates made by any independent parties and by us.

3

TRADEMARKS, SERVICE MARKS AND TRADE NAMES

Solely for convenience, we refer to trademarks in this Quarterly Report without the ® or the ™ or symbols, but such references are not intended to indicate that we will not assert, to the fullest extent under applicable law, our rights to our own trademarks. Other service marks, trademarks and trade names referred to in this Quarterly Report, if any, are the property of their respective owners, although for presentational convenience we may not use the ® or the ™ symbols to identify such trademarks.

OTHER PERTINENT INFORMATION

Unless the context otherwise indicates, when used in this Annual Report, the terms “CarbonMeta,” “COWI,” “we,” “us,” “our,” the “Company” and similar terms refer to CarbonMeta Technologies, Inc., a Delaware corporation, and all of our consolidated subsidiaries and variable interest entities.

4

PART I - FINANCIAL INFORMATION

CARBONMETA TECHNOLOGIES, INC.

CONDENSED CONSOLIDATED BALANCE SHEETS

	September 30,			December 31,
	2023			2022
	(Unaudited)
ASSETS
CURRENT ASSETS:
Cash	$	(126	)	$	379
Accounts receivable		-			20,525
Inventory		3,157			3,157
Total Current Assets		3,031			24,061
Property and equipment, net of accumulated depreciation of $29,852 and $18,235 at September 30, 2023 and December 31, 2022, respectively		17,272			28,889
Licenses, net of accumulated amortization of $18,457 and $32,229 at September 30, 2023 and December 31, 2022, respectively		60,799			138,274
Investment in Carbon Conversion Group, Inc.		84,998			-
TOTAL ASSETS	$	166,100		$	191,224
LIABILITIES AND STOCKHOLDERS’ DEFICIT
CURRENT LIABILITIES:
Accounts payable and accrued expenses	$	12,435,157		$	11,457,444
Loan payable to Carbon Conversion Group, Inc.		97,080			-
Obligations collateralized by receivables		206,236			206,236
Convertible debt, net		2,083,340			2,160,034
Notes payable		154,873			154,873
Notes payable - related parties		199,415			199,415
Small Business Administration loan		979,950			979,950
Derivative liability		8,643,845			9,652,846
Total Current Liabilities		24,799,896			24,810,798
TOTAL LIABILITIES	$	24,799,896		$	24,810,798
Commitments and contingencies		-			-
STOCKHOLDERS’ DEFICIT:
Redeemable convertible preferred stock, Series A, $0.001 par value, 125,000 shares authorized, 0 shares issued and outstanding		-			-
Redeemable convertible preferred stock, Series B, $0.001 par value, 525,000 shares authorized, 159,666 and 159,666 shares issued and outstanding		160			160
Redeemable convertible preferred stock, Series C, $0.001 par value, 500,000 shares authorized, 0 and 0 shares issued and outstanding		-			-
Redeemable convertible preferred stock, Series D, $0.001 par value, 500,000 shares authorized, 100,000 and 100,000 shares issued and outstanding		100			100
Redeemable convertible preferred stock, Series E, $0.001 par value, 1,000,000 shares authorized, 821,377 and 821,377 shares issued and outstanding, respectively		821			821
Redeemable convertible preferred stock, Series F, $0.001 par value, 500,000 shares authorized, 190,000 and 190,000 shares issued and outstanding		190			190
Redeemable convertible preferred stock, Series G, $0.001 par value, 500,000 shares authorized, 25,000 and 25,000 shares issued and outstanding		25			25
Common stock; 35,000,000,000 and 35,000,000,000 shares authorized at $0.0001 par value, 21,044,083,966 and 18,831,386,254 shares issued, respectively; 21,018,786,962 and 18,643,205,254 shares outstanding, respectively		2,104,409			1,883,139
Additional paid-in capital		37,687,120			37,515,219
Treasury stock – 25,297,004 and 188,181,000 shares of common stock		(3,190	)		(18,997	)
Accumulated other comprehensive income		4,005			3,725
Accumulated deficit		(64,427,436	)		(64,003,956	)
TOTAL STOCKHOLDERS’ DEFICIT		(24,633,796	)		(24,619,574	)
TOTAL LIABILITIES AND STOCKHOLDERS’ DEFICIT	$	166,100		$	191,224

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

5

CARBONMETA TECHNOLOGIES, INC.

CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS AND COMPREHENSIVE INCOME

For the three and nine months ended September 30, 2023 and 2022

	For the Three Months Ended September 30,						For the Nine Months Ended September 30,
	2023			2022			2023			2022
REVENUES
Contract services revenues	$	-		$	27,987		$	21,346		$	49,542
Consulting fees from Salvum Corporation affiliate		17,000			-			32,000			-
Total		17,000			27,987			53,346			49,542
OPERATING EXPENSES:
Chief executive officer compensation		37,500			37,500			112,500			112,500
Legal and professional fees		533			87,145			90,378			255,154
Investor relations		9,427			25,357			17,147			61,139
Consulting fees		11,525			6,948			43,350			28,839
Sales and marketing		-			18,451			23,108			53,878
Research and development		28,591			6,176			98,731			14,820
Amortization of licenses		5,097			6,598			18,077			21,028
Depreciation of equipment		3,914			3,914			11,616			11,616
Other operating expenses		73,178			19,226			143,392			99,433
TOTAL OPERATING EXPENSES		169,765			211,315			558,299			658,407
LOSS FROM OPERATIONS		(152,765	)		(183,328	)		(504,953	)		(608,865	)
OTHER (EXPENSE) INCOME:
Gain from derivative liabilities		3,245,793			6,837,508			1,009,001			981,881
Interest expense (including amortization of debt discounts of $13,096, $58,433, $114,543 and $104,035, respectively)		(304,227	)		(301,854	)		(967,464	)		(788,963	)
Gain (loss) from debt settlements		-			(2,000	)		-			(7,000	)
Other income - net		600			-			600			-
Loss from deconsolidation of Carbon Conversion Group, Inc.		(29,775	)		-			(29,775	)		-
TOTAL OTHER INCOME - NET		2,912,391			6,533,654			12,362			185,918
INCOME (LOSS) BEFORE INCOME TAXES		2,759,626			6,350,326			(492,591	)		(422,947	)
Income taxes		-			-			-			-
Net income (loss)	$	2,759,626		$	6,350,326		$	(492,591	)	$	(422,947	)
Loss attributable to non-controlling interest of Carbon Conversion Group, Inc.		(19,629	)		-			(19,629	)		-
Net income (loss) attributable to CarbonMeta Technologies, Inc.	$	2,779,255		$	6,350,326		$	(472,962	)	$	(422,947	)
Net income (loss) per common share:
Basic and diluted net income (loss) per common share	$	0.0001		$	0.0003		$	(0.0000	)	$	(0.0000	)
Weighted average number of common shares outstanding – basic and diluted		20,879,410,051			18,748,701,469			19,842,059,413			18,573,169,633
Comprehensive income (loss):
Net income (loss)	$	2,759,626		$	6,350,326		$	(492,591	)	$	(422,947	)
Foreign currency translation adjustments		3,743			(11,422	)		280			(2,029	)
Comprehensive income (loss)	$	2,763,369		$	6,338,904		$	(492,311	)	$	(424,976	)

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

6

CARBONMETA TECHNOLOGIES, INC.

CONDENSED CONSOLIDATED STATEMENTS OF STOCKHOLDERS’ (DEFICIT)

For the three and nine months ended September 30, 2023 and 2022

(Unaudited)

	Preferred Stock												Common Stock				Additional									Accumulated Other
	Series B		Series D		Series E		Series F		Series G		Amount		Shares		Amount		Paid-In Capital			Treasury Stock			Accumulated Deficit			Comprehensive Income			Total
Balances, December 31, 2021		159,666		100,000		791,567		180,000		25,000	$	1,256		17,592,057,165	$	1,759,206	$	36,775,736		$	(18,997	)	$	(64,404,388	)		-		$	(25,887,187	)
Common stock issued for license		-		-		-		-		-		-		160,000,000		16,000		48,000			-			-			-			64,000
Common stock issued for services		-		-		-		-		-		-		203,333,334		20,333		52,667			-			-			-			73,000
Common stock and warrants issued in connection with convertible notes financings, net of placement agent fee of $1,350		-		-		-		-		-		-		60,500,000		6,050		102,600			-			-			-			108,650
Common stock issued for accrued executive compensation		-		-		-		-		-		-		428,571,428		42,857		107,143			-			-			-			150,000
Common stock issued for accrued consulting fees		-		-		-		-		-		-		206,896,552		20,690		279,310			-			-			-			300,000
Net loss for the three months ended March 31, 2022		-		-		-		-		-		-		-		-		-			-			(1,049,537	)		-			(1,049,537	)
Balances, March 31, 2022		159,666		100,000		741,567		180,000		25,000	$	1,256		18,651,358,479	$	1,865,136	$	37,365,456		$	(18,997	)	$	(65,453,925	)	$	-		$	(26,241,074	)
Preferred stock adjustments		-		-		29,810		10,000		-		40		-		-		(40	)		-			-			-			-
Common stock issued for services		-		-		-		-		-		-		200,000,000		2,000		5,000			-			-			-			7,000
Common stock and warrants issued in connection with convertible note financings		-		-		-		-		-		-		16,527,775		1,653		29,153			-			-			-			30,806
Foreign currency translation adjustments		-		-		-		-		-		-		-		-		-			-			-			9,393			9,393
Net loss for the three months ended June 30, 2022		-		-		-		-		-		-		-		-		-			-			(5,723,736	)		-			(5,723,736	)
Balances, June 30, 2022		159,666		100,000		821,377		190,000		25,000	$	1,296		18,867,886,254	$	1,868,789	$	37,399,569		$	(18,997	)	$	(71,177,661	)	$	9,393		$	(31,917,611	)
Common stock and warrants issued in connection with convertible note financings		-		-		-		-		-		-		90,000,000		9,000		96,000			-			-			-			105,000
Foreign currency translation adjustments		-		-		-		-		-		-		-		-		-			-			-			(11,422	)		(11,422	)
Net income for the three months ended September 30, 2022		-		-		-		-		-		-		-		-		-			-			6,350,326			-			6,350,326
Balances, September 30, 2022		159,666		100,000		821,377		190,000		25,000	$	1,296		18,777,886,254	$	1,877,789	$	37,495,569		$	(18,997	)	$	(64,807,335	)	$	(2,029	)	$	(25,453,707	)
Balances, December 31, 2022		159,666		100,000		821,377		190,000		25,000	$	1,296		18,831,386,254	$	1,883,139	$	37,515,219		$	(18,997	)	$	(64,003,956	)	$	3,725		$	(24,619,574	)
Common stock issued in connection with conversion of convertible notes		-		-		-		-		-		-		329,333,562		32,933		32,933			-			-			-			65,866
Common stock issued for services		-		-		-		-		-		-		200,000,000		20,000		-			-			-			-			20,000
Sale of Treasury stock		-		-		-		-		-		-		-		-		10,430			4,767			-			-			15,197
Foreign currency translation adjustments		-		-		-		-		-		-		-		-		-			-			-			(1,055	)		(1,055	)
Net loss for three months ended March 31, 2023		-		-		-		-		-		-		-		-		-			-			(8,807,906	)		-			(8,807,906	)
Balances, March 31, 2023		159,666		100,000		821,377		190,000		25,000	$	1,296		19,360,719,816	$	1,936,072	$	37,558,582		$	(14,230	)	$	(72,811,862	)	$	2,670		$	(33,327,472	)
Common stock issued for services		-		-		-		-		-		-		150,000,000		15,000		15,000			-			-			-			30,000
Common stock issued in connection with conversion of convertible notes		-		-		-		-		-		-		1,270,864,150		127,087		107,886			-			-			-			234,973
Sale of Treasury stock		-		-		-		-		-		-		-		-		6,902			11,040			-			-			17,942
Foreign currency translation adjustments		-		-		-		-		-		-		-		-		-			-			-			(2,408	)		(2,408	)
Net loss for three months ended June 30, 2023		-		-		-		-		-		-		-		-		-			-			5,555,689			-			5,555,689
Balances, June 30, 2023		159,666		100,000		821,377		190,000		25,000	$	1,296		20,781,583,966	$	2,078,159	$	37,688,370		$	(3,190	)	$	(67,256,173	)	$	262		$	(27,491,276	)
Common stock and warrants issued in connection with convertible note financings		-		-		-		-		-		-		12,500,000		1,250		(1,250	)		-			-			-			-
Common Stock issued as capital contribution to Carbon Conversion Group, Inc.		-		-		-		-		-		-		250,000,000		25,000		-			-			-			-			25,000
Deconsolidation of Carbon Conversion Group, Inc.		-		-		-		-		-		-		-		-		-			-			69,111			-			69,111
Foreign currency translation adjustments		-		-		-		-		-		-		-		-		-			-			-			3,743			3,743
Net income for three months ended September 30, 2023		-		-		-		-		-		-		-		-		-			-			2,759,626			-			2,759,626
Balances, September 30, 2023		159,666		100,000		821,377		190,000		25,000	$	1,296		21,044,083,966	$	2,104,409	$	37,687,120		$	(3,190	)	$	(64,427,436	)	$	4,005		$	(24,633,796	)

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

7

CARBONMETA TECHNOLOGIES, INC.

CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS

For the nine months ended September 30, 2023 and 2022

	For the Nine Months Ended September 30,
	2023			2022
	(Unaudited)			(Unaudited)
CASH FLOWS FROM OPERATING ACTIVITIES:
Net income (loss)	$	(492,591	)	$	(422,947	)
Adjustment to reconcile net income (loss) to net cash used in operating activities:
Depreciation of equipment		11,616			11,616
Amortization of licenses		18,077			21,028
Amortization of debt discounts		114,543			104,035
Stock based compensation		50,000			80,000
Gain from derivative liability		(1,009,001	)		(981,881	)
Loss (gain) from debt settlements		-			7,000
Loss from deconsolidation of Carbon Conversion Group, Inc.		29,775			-
Changes in operating assets and liabilities:
Accounts receivable		20,525			(9,439	)
Inventory		-			(3,157	)
Prepaid expenses		-			30,000
Accounts payable and accrued expenses		1,126,053			921,102
NET CASH USED IN OPERATING ACTIVITIES		(131,003	)		(242,643	)
CASH FLOWS FROM INVESTING ACTIVITIES:
Acquisition of license		-			(27,247	)
NET CASH USED IN INVESTING ACTIVITIES		-			(27,247	)
CASH FLOWS FROM FINANCING ACTIVITIES:
Proceeds from sales of treasury stock		33,138			-
Proceeds from convertible debt financings		-			243,400
Proceeds from notes payable		-			30,000
Proceeds from loan payable to Carbon Conversion Group, Inc.		97,080			-
Payments towards notes payable		-			(5,000	)
NET CASH PROVIDED BY FINANCING ACTIVITIES		130,218			268,400
Exchange Rate Effect on Cash		280			(2,029	)
Net increase (decrease) in cash		(505	)		(3,519	)
Cash at beginning of year		379			10,573
Cash at end of period	$	(126	)	$	7,054
SUPPLEMENTAL CASH FLOW INFORMATION:
Cash paid for interest	$	-		$	-
Cash paid for income taxes	$	-		$	-
SUPPLEMENTAL DISCLOSURE OF NONCASH FINANCING ACTIVITIES:
Common Stock issued in satisfaction of accrued executive compensation	$	-		$	150,000
Common stock issued for accrued consulting fees	$	-		$	300,000
Common Stock issued for prepaid marketing fees	$	-			25,000
Common Stock issued for license	$	-		$	64,000
Common Stock and Warrants issued in connection with convertible note financings	$	-		$	244,456

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

8

CARBONMETA TECHNOLOGIES, INC.

NOTES TO THE CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

For the three and nine months ended September 30, 2023 and 2022

(Unaudited)

NOTE A – ORGANIZATION

CarbonMeta Technologies, Inc. (f/k/a CoroWare, Inc.) (“CarbonMeta”, the “Company”, “we”, “us”, or “our”) is a publicly quoted environmental research and development company that is commercializing technologies for processing organic wastes into hydrogen and high-value carbon products economically and sustainably.

The Company was incorporated on June 8, 2001 under the laws of the State of Nevada as SRM Networks, Inc. In connection with the acquisition of Hy-Tech Computer Systems, Inc. on January 31, 2003, the Company changed its name to Hy-Tech Technology Group, Inc. In connection with the Agreement and Plan of Merger of Robotics Workspace Technology, Inc., Innova Holdings, Inc. and the Company’s wholly owned subsidiary, RWT Acquisition, Inc., dated July 21, 2004, the Company’s name changed to Innova Holdings, Inc. Subsequently, the Company redomiciled in the State of Delaware and on November 20, 2006, the Company changed its name to Innova Robotics and Automation, Inc. and then on April 23, 2008, the Company changed its name to CoroWare, Inc. On or about July 28, 2021, the Company filed Articles of Amendment to its Amended and Restated Certificate of Incorporation with the State of Delaware to reflect a name change from CoroWare, Inc. to CarbonMeta Technologies, Inc.

The Company has six wholly-owned subsidiaries: CoroWare Technologies, Inc. (“CTI”), CoroWare Robotics Solutions, Inc. (“CRS”), Robotic Workspace Technologies, Inc. (“RWT”), Carbon Source, Inc. (“CS”), CoroWare Treasury, Inc. (“CWT”), and CarbonMeta Research Ltd. (“CMR”), From August 30, 2022 to July 24, 2023, the Company had a 50.1% interest in CarbonMeta Green Building Materials, LLC (joint venture with Salvum Corporation)(“CMGBM”). Also, the Company has a 51% interest in AriCon, LLC (“AriCon”).

CoroWare Technologies, Inc. (“CTI”) was incorporated in the State of Florida on May 16, 2006, was administratively dissolved on November 19, 2016, and its principal business was a software professional services company with a strong focus on information technology integration and robotics integration, business automation solutions, and unmanned systems solutions to its customers in North America and Europe.

CoroWare Robotics Solutions, Inc. (“CRS”) was incorporated in the State of Texas on February 27, 2015, and its principal business was as a technology incubation company whose focus was on the delivery of mobile robotics and IOT products, solutions and services for university, government and corporate researchers, and enterprise customers. CRS’s business operations were discontinued in October 2016 when the Company’s gross margins and financing costs became unsustainable.

Robotic Workspace Technologies, Inc. (“RWT”) was incorporated in the State of Florida on July 1, 1994, was administratively dissolved on September 25, 2009, and its principal business was developing and marketing open-architecture PC controls and related products that could improve the performance, applicability, and productivity of robots and other automated equipment. RWT’s business operations were discontinued in September 2007 when the Company’s losses became unsustainable.

Carbon Source, Inc. (“CS”) was incorporated in the State of Wyoming on June 14, 2021 and its principal business is waste reclamation technologies and processing.

CoroWare Treasury, Inc. (“CWT”) was incorporated in the State of Wyoming on July 8, 2021 and its principal business is acquisitions related to acquiring technologies and subsidiary businesses related to waste processing.

CarbonMeta Research Ltd. (‘CMR”) was incorporated in England and Wales on August 12, 2021 and its principal business is the development of technologies and solutions for processing organic wastes and generating economically sustainable hydrogen and high-value carbon products. Using proprietary and patented technologies, it plans to implement new industrial methods using inexpensive, environmentally friendly catalysts that process collected plastic waste material into high value products such as hydrogen gas, graphene and carbon nanotubes.

CarbonMeta Green Building Materials, LLC (“CMGBM”) was a joint venture with Salvum Corporation organized on August 30, 2022 to develop and market construction mix products that are carbon negative (see Production Agreement below).

In 2021, the Company began investigating emerging technologies, strategic intellectual property partnerships, and sustainable growth business opportunities related to the production of hydrogen and high value carbon products from organic waste streams. Working cooperatively with Oxford University Innovation, CarbonMeta plans to implement proven and patented technologies to add value to organic waste streams. By utilizing these proven proprietary technologies, collected and captured plastic waste material can be upcycled to high value products such as carbon nanotubes (“CNTs”) and hydrogen gas.

9

CARBONMETA TECHNOLOGIES, INC.

NOTES TO THE CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

For the three and nine months ended September 30, 2023 and 2022

(Unaudited)

NOTE A – ORGANIZATION (continued)

CNTs can be used for improved electrical conduction and reinforcing materials that are used in a wide variety of industries including the automotive industry, aviation industry, medical industry, and construction. The number one growth driver is the increasing need for high performance batteries for the electric vehicle market.

Plastic waste is a cheap and abundant feedstock that will allow the Company to scale quickly and produce hydrogen gas for a competitive price.

License Agreements

Oxford University Innovation Limited

On June 2, 2021, the Company (the “Licensee”) entered into a License Agreement (the “Agreement”) with Oxford University Innovation Limited (the “Licensor”). Under the terms of the Agreement, the Licensee will license the licensed technology (OUI Project- Hydrogen from plastics via microwave-initiated catalytic dehydrogenation). The Agreement is non-exclusive and includes the United States and European Union. Signing fees for the Agreement were £54,807 and have been paid in full by the Company. The Royalty Rate is 5% of net sales. The Agreement comprises milestone fees as: (i) £20,000 upon the first commercial sale of a licensed product; (ii) £50,000 upon generating $1,000,000 in sales; (iii) £10,000 upon the successful grant of the US patent; and (iv) £10,000 upon the successful grant of the EU patent. Whether the company realizes product sales or not, the Company is subject to a minimum payment to Oxford University Innovation of £10,000 for license year 3 and £20,000 for license year 4 and each license year thereafter.

The process that the Company licensed from Licensor for producing hydrogen and carbon products from waste plastics has not been demonstrated on a larger scale. It is not yet known whether the process will be cost-effective or profitable to implement on a larger scale. The Company has conducted tests to prove the percentage of carbon nanotubes up to 10 grams. The Company is working with a microwave reactor company to help demonstrate this process at a scale of 100 kilograms and 1,000 kilograms per day.

The Company has met the following milestones of its development plan set forth in the license agreement with Oxford University Innovation:

● September 2021: established subsidiary in Oxford, United Kingdom

● March 2022: produced 0.025 kilograms per day of marketable carbon nanotubes

Oxford University Innovation may terminate the license due to the company not using commercially reasonable efforts to develop, exploit and market the licensed technology in accordance with the development plan.

From July 2022 to present (see Service Award below), CarbonMeta Technologies has been working with University of Oxford on a project with a global multi-energy provider based in Europe to assess the feasibility of processing mixed plastic waste into clean hydrogen fuel and value-added carbon products using microwave catalysis on a large commercial scale.

Ecomena Limited

On December 2, 2021, the Company (“Licensee”) entered into a License of Agreement (the “Agreement”) with Ecomena Limited (an entity located in the United Kingdom) (“Licensor”). Under the terms of the Agreement, the Licensee will license the Licensed Technology to recycle industrial byproduct into cement free pavers and mortars that are environmentally friendly and continuously absorb carbon dioxide. The signing fees payable to the Licensor under the Agreement are £20,000 cash (approximately $27,247 at February 17, 2022), of which £10,000 has been paid by the Licensee, and 160,000,000 shares of the Company’s common stock, which was delivered to the Licensor on February 17, 2022. The royalty rate payable to the Licensor is 5% of net sales, subject to a minimum of £5,000 per year for license years 1 and 2, £3,000 for license year 3 and £1,000 for license year 4 and each license year thereafter. The term of the Agreement is five years from December 2, 2021 to December 2, 2026. The Licensee may terminate the Agreement for any reason at any time provided it gives Licensor six (6) months written notice to terminate expiring after December 2, 2024. If requested by the Licensee, the Licensor shall agree to the Agreement continuing in force after December 2, 2026. Effective August 28, 2023, the Company assigned its interest in the Ecomena license to Carbon Conversion Group, Inc. (see Notes E and F). As of the date of this filing, the Agreement is still in effect.

10

CARBONMETA TECHNOLOGIES, INC.

NOTES TO THE CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

For the three and nine months ended September 30, 2023 and 2022

(Unaudited)

NOTE A – ORGANIZATION (continued)

Production Agreement

On January 11, 2022, the Company entered into an Interim Joint Product Development and Sales Representation Agreement (the “Agreement”) with Salvum Corporation. Under the terms of the Agreement, the parties agree to work together to develop both CarbonMeta’s proprietary cementless paver products known as “Cementless Paver” and Salvum’s proprietary concrete alternative products known as “EarthCrete.” During the Term, Salvum agrees to manufacture CarbonMeta’s proprietary cementless paver products known as “Cementless Paver”. CarbonMeta reserves the right to appoint other manufacturers of the products and/or to engage other sales representatives for CarbonMeta’s proprietary cementless paver products known as “Cementless Paver” outside the United States of America. Although the Interim Joint Product Development and Sales Representation Agreement with Salvum Corporation had a term of 180 days and expired on July 11, 2022, the companies continued to work together, and the companies formed CarbonMeta Green Building Materials, LLC (“CMGBM”) and signed an Operating Agreement for Management of CMGBM on August 28, 2022 that superseded the Interim Joint Product Development and Sales Representation Agreement.

The Operating Agreement for Management of CMGBM (the “CMGBM Agreement”) provided for (1) the allocation of 501 Managing Membership units (50.1%) to CarbonMeta Technologies, Inc. (“COWI”) and 499 Managing Membership units (49.9%) to Salvum Corporation, (2) COWI capital contributions to CMGBM of (a) 250,000,000 shares of COWI common stock and (b) the assignment of the Ecomena Limited license agreement, and (3) Salvum Corporation capital contributions to CMGBM of (a) existing EarthCrete customer list and sales pipeline, and (b) license to use EarthCrete trademark worldwide. The CMGBM Agreement also provided that profits and losses (and distributions) of CMGBM shall be allocated on the basis of each Managing Member’s relative capital accounts and that a Managing Member may withdraw from CMGBM upon not less than six months prior written notice to each non-withdrawing Managing Member.

On July 24, 2023, the Company filed a Certificate of Conversion with the State of Wyoming for CMGBM, to convert CMGBM from a limited liability company to a corporation. In addition, the Company filed Articles of Incorporation changing the name of CMGBM to Carbon Conversion Group, Inc. (“CCGI”). CCGI has the authority to issue 100,000,000 shares of preferred stock, par value $0.0001 per share, and 500,000,000 shares of common stock, par value of $0.0001 per share. Please see NOTE F – INVESTMENT IN CARBON CONVERSION GROUP, INC. for further information.

On June 20, 2023, the Company announced plans to spin-off CCGI in the third quarter of 2023 on the basis of one share of CCGI common stock for every 3,000 shares of the Company’s common stock owned as of June 23, 2023.

Service Award

On June 10, 2022, our subsidiary, CarbonMeta Research Ltd. (“CMR”), was granted a Service Award (entitled “Waste Plastic Catalysis Proof of Concept”) from a business company located in Spain. The award provided for CMR to provide the customer with an initial prototype process for converting mixed waste plastic to hydrogen and solid carbon and for the customer to pay CMR a total of 50,000 Euros in four installments as certain milestones were met. As of March 31, 2023, all of the milestones had been met by CMR and CMR had invoiced the customer the full 50,000 Euros ($49,542), of which $40,103 was collected in the third quarter 2022 and $9,439 was collected in the fourth quarter 2022.

In October 2022, CMR was granted a second Service Award for 50,000 Euros to provide the customer with further details on the composition of the carbon products resulting from the microwave catalysis of waste plastics. In December 2022, CMR invoiced the customer for 20,000 Euros, which was collected in January 2023. In January 2023, CMR invoiced the customer for 10,000 Euros, which was collected in the quarter ended March 31, 2023. In April 2023 and May 2023, CMR invoiced the customer for a total of 10,000 Euros, which was collected in the quarter ended June 30, 2023. The project is expected to reach completion in 2024.

North Bay Resources Joint Venture

On June 21, 2023, the Company and North Bay Resources, Inc. (“NBRI”) entered into a definitive Joint Venture Agreement (the “Joint Venture Agreement”). Under the terms of the Joint Venture Agreement:

CarbonMeta Green Resources Canada will be a Limited Liability Company in British Columbia, Canada with initial equity ownership as follows:

● 51% of the equity will be owned by CarbonMeta Technologies, Inc.

● 49% of the equity will be owned by North Bay Resources, Inc.

CarbonMeta Green Resources Canada will be a research and development center whose focus will be on:

● Establish CarbonMeta Green Resources Canada as a mining and processing center for the production of carbon-negative cementless concrete using olivine

● Build and operate a production facility and demonstration program for the production of carbon-negative cementless concrete that can be distributed in North America.

● Establish an agreed upon transfer price from NBRI to CarbonMeta Green Resources Canada for purchasing olivine that shall be updated quarterly.

● Develop and establish supply chain relationships with potential North American distributors of carbon-negative cementless concrete, including but not limited to Carbon Conversion Group, Inc. (f/k/a CarbonMeta Green Building Materials, LLC) in the United States

● Establish technology licensing relationships, industry partnerships, and marketing sponsorships related to the production of carbon-negative cementless concrete using olivine

11

CARBONMETA TECHNOLOGIES, INC.

NOTES TO THE CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

For the three and nine months ended September 30, 2023 and 2022

(Unaudited)

NOTE A – ORGANIZATION (continued)

The contributions from each of the Joint Venturers, for the purpose of this Joint Venture, is the sum set after the name of each Joint Venturer as follows:

North Bay Resources, Inc.	Availability of olivine from the mining claims that North Bay Resources owns; geological and operational expertise for mining and extracting olivine.
CarbonMeta Technologies, Inc.	Research and Development and Business Development expertise to process olivine into a cementitious raw material for the creation of carbon-negative concrete

The transaction closed on June 21, 2023.

Fermion Electric Private Limited MOU

On April 8, 2023, CarbonMeta Technologies, Inc. (the “Company”) and Fermion Electric Private Limited (“Fermion”) signed a Memorandum of Understanding (MOU) to create a subsidiary corporation called CarbonMeta Research India as a Private Limited Company that shall be jointly owned and managed by the Company and Fermion, and whose initial objective shall be processing natural gas into hydrogen and high value carbon products.

Under the terms of the MOU:

CarbonMeta Research India will be a Private Limited Company in Kerala, India with initial equity ownership as follows:

● 80% of the equity will be owned by CarbonMeta Technologies, Inc.; and

● 20% of the equity will be owned by Fermion Electric Private Limited.

CarbonMeta Research India will be a research and development center whose focus will be on:

● Microwave catalysis of waste plastics, natural gas, and other organic waste materials;

● Carbon dioxide (CO2) capture technologies using novel technologies and adsorbents;

● Development of new catalysts for catalysis, pyrolysis, and electrolysis; and

● Commercialize and patent technologies that were developed and licensed by CarbonMeta Technologies, Inc. or its subsidiaries.

In order to further grow its business, the Company plans to:

● Develop and patent new microwave catalysis processes and catalysts that can be scaled up to yield large volumes of high value hydrogen and carbon products;

● Develop and patent new processes and formulas for producing carbon-negative building products that help alleviate climate change by capturing carbon dioxide (CO2) for renewable energy projects;

● Acquire or develop patents that will help the Company generate royalty revenues with potential OEM customers and partners, and protect the Company’s competitive position against potential competitors;

● seek out government programs in the United States, India, United Kingdom and European Union that encourage the development of high value production of hydrogen and high value carbon products from organic waste streams; and

● Attract investment funds who will actively work with the Company to achieve these goals and help the Company grow rapidly during the next 3 years.

12

CARBONMETA TECHNOLOGIES, INC.

NOTES TO THE CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

For the three and nine months ended September 30, 2023 and 2022

(Unaudited)

NOTE A – ORGANIZATION (continued)

We have unrestricted discretion in seeking and participating in a business opportunity, subject to the availability of such opportunities, economic conditions, and other factors.

The selection of a business opportunity in which to participate is complex and risky. Additionally, we have only limited resources and may find it difficult to locate good opportunities. There can be no assurance that we will be able to identify and acquire any business opportunity which will ultimately prove to be beneficial to us and our shareholders. We will select any potential business opportunity based on our management’s best business judgment.

Our activities are subject to several significant risks, which arise primarily as a result of the fact that we have no specific business and may acquire or participate in a business opportunity based on the decision of management, which potentially could act without the consent, vote, or approval of our shareholders. The risks faced by us are further increased as a result of our lack of resources and our inability to provide a prospective business opportunity with significant capital.

Principal Products or Services and Markets

The Company is in the business of developing and marketing technologies and solutions that can process organic and construction wastes into economically high-value and ecologically sustainable products.

The principal technologies that the Company intends to commercialize and market to potential OEM customers comprise:

● Microwave catalysis processes and affordable catalyst formulas for producing carbon black, graphite, nano-graphite, graphene, carbon nanotubes, and hydrogen;

● Carbon sequestering concrete processes and formulas for producing carbon-negative building products that help alleviate climate change by capturing carbon dioxide (CO2) for renewable energy projects; and

● Scalable and affordable technologies for extracting high-value metal oxides and rare earth metal oxides that can be further processed into high-value metals with strategic partners

The Company is partnering with a microwave reactor manufacturer in the United States to “scale up” waste plastics microwave processes.

The Company is working with Saudi Investment Research Corporation (SIRC) to develop carbon-negative concrete made from construction and demolition waste and proprietary CarbonMeta Technologies’ concrete mixtures for the production of concrete products.

The Company shall be partnering with a university in the United States and a university in India to develop and patent an affordable and scalable catalyst that can be used for catalyzing mixed plastic wastes and bio-wastes into carbon black, graphite, nano-graphite, graphene, carbon nanotubes, and hydrogen.

The Company is in the planning stages of working with a university partner in the United States to separate, purify, and cha