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

☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE

EXCHANGE ACT

Commission File Number: 000-56298 

MOUNTAIN TOP PROPERTIES, INC.

(Exact name of registrant as specified in its charter)  

Nevada	47-5544183
(State or other jurisdiction of incorporation or organization)	(I.R.S. Employer Identification No.)

7325 Oswego Road

Liverpool, NY 13090

(Address of principal executive offices)

(315) 451-7515

(Registrant’s Telephone Number)

7505 Floyd Ct

Weatherford, TX 76087

(Former Address of principal executive offices) 

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

Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) 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, or a smaller reporting company. See the definitions of “large accelerated filer,” “accelerated filer” and “smaller reporting company” in Rule 12b-2 of the Exchange Act.

Large accelerated filer ☐	Accelerated filer ☐
Non-accelerated Filer ☐  (Do not check if a smaller reporting company)	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 is a shell company (as defined in Rule 12b-2 of the Exchange Act): Yes ☐ No☒

1

APPLICABLE ONLY TO ISSUERS INVOLVED IN BANKRUPTCY

PROCEEDINGS DURING THE PRECEDING FIVE YEARS

Check whether the registrant filed all documents and reports required to be filed by Section 12, 13 or 15(d) of the Exchange Act after the distribution of securities under a plan confirmed by a court. Yes ☒ No ☐

APPLICABLE ONLY TO CORPORATE ISSUERS

Indicate the number of shares outstanding of each of the issuer's classes of common stock, as of the latest practicable date: 250,108,363 shares of common stock as of September 30, 2023.

2

TABLE OF CONTENTS

PART I
Item 1	Consolidated Financial statements	4
Item 2	Management's Discussion and Analysis of Financial Condition and Results of Operations	14
Item 3	Quantitative and Qualitative Disclosures About Market Risks	17
Item 4	Controls and Procedures	17
PART II
Item 1	Legal Proceedings	18
Item 1A.	Risk Factors	18
Item 2	Unregistered Sales of Equity Securities and Use of Proceeds	18
Item 3	Default Upon Senior Securities	18
Item 4	Mine Safety Disclosure	18
Item 5	Other Information	18
Item 6	Exhibits	18
SIGNATURES		19

3

PART 1 CONSOLIDATED FINANCIAL STATEMENTS 

MOUNTAIN TOP PROPERTIESGS, INC.

CONSOLIDATED FINANCIAL STATEMENTS

FOR THE FISCAL QUARTER ENDED SEPTEMBER 30, 2023

TABLE OF CONTENTS

Consolidated Balance Sheets 9.30.2023 (Unaudited)  12.31.2022 (Audited)	5
Consolidated Statement of Operations For the Three and Nine months Ended September 30, 2023 and September 30, 2022(Unaudited)	6
Consolidated Statement of Stockholders' Equity (Deficit) For the Three and Nine months Ended September 30, 2023 and September 30, 2022 (Unaudited)	7
Consolidated Statement of Cash Flows For the Nine months Ended September 30, 2023 and September 30, 2022 (Unaudited)	8
Notes to the Consolidated Financial Statements For the Nine months Ended September 30, 2023	9

4

MOUNTAIN TOP PROPERTIES, INC.

CONSOLIDATED BALANCE SHEETS

	(Unaudited)			(Audited)
	September 30, 2023			December 31, 2022
ASSETS
Current Assets:
Cash and Cash Equivalents	$	—		$	—
Total Current Assets		—			—
Fixed Assets (Net)		—			951
TOTAL ASSETS	$	—		$	951
LIABILITIES & STOCKHOLDER'S DEFICIT
Current Liabilities:
Accounts Payable	$	1,608		$	6,000
Accounts Payable - Related Party		66,642			48,264
Total Current Liabilities		68,250			54,264
Total Liabilities		68,250			54,264
Stockholder's Deficit
Mountain Top Realty, Inc.
Preferred Stock, par value $0.0001,
0 shares Authorized, 0 shares Issued and
Outstanding at September 30, 2023 and December 31, 2022		—			—
Common Stock, par value $0.0001,
1,000,000 shares Authorized, 0 shares Issued
and Outstanding at September 30, 2023 and December 31, 2022		—			—
Mountain Top Properties, Inc.
Preferred Stock, par value $0.0001,
100,000,000 shares Authorized, 100,000,000 shares Issued and
Outstanding at September 30, 2023 and December 31, 2022		10,000			10,000
Common Stock, par value $0.0001,
800,000,000 shares Authorized, 250,108,353 shares Issued
and Outstanding at September 30, 2023 and December 31, 2022		25,010			25,010
Additional Paid-In Capital		70,395			70,395
Accumulated Deficit		(173,655	)		(158,718	)
Total Stockholder's Deficit		(68,250	)		(53,313	)
TOTAL LIABILITIES AND STOCKHOLDER'S DEFICIT	$	—		$	951

The accompanying notes are an integral part of these financial statements

5

MOUNTAIN TOP PROPERTIES, INC.

CONSOLIDATED STATEMENT OF OPERATIONS

(Unaudited)

	For the Three Months Ended						For the Nine Months Ended
	September 30,						September 30,
	2023			2022			2023			2022
Revenues:	$	—		$	—		$	—		$	—
Expenses:
Depreciation expenses	$	—		$	681		$	951		$	2,043
General and administrative expenses		—			120			—			715
Professional fees		2,953			2,481			13,986			21,269
Travel Expenses		—			4,031			—			4,031
Total Operating Expenses		2,953			7,313			14,937			28,058
Operating Loss		(2,953	)		(7,313	)		(14,937	)		(28,058	)
Net Loss	$	(2,953	)	$	(7,313	)	$	(14,937	)	$	(28,058	)
Basic & Diluted Loss per Common Share	$	(0.00	)	$	0.00		$	(0.00	)	$	(0.00	)
Weighted Average Common Shares Outstanding		250,108,353			250,108,353			250,108,353			250,108,353

The accompanying notes are an integral part of these financial statements

6

MOUNTAIN TOP PROPERTIES, INC.

CONSOLIDATED STATEMENT OF STOCKHOLDERS' DEFICIT

For the Three Months Ended September 30, 2023 

(Unaudited)

	Common Stock			Preferred Stock
	Shares		Par Value	Shares		Par Value		Additional Paid-In Capital		Accumulated Deficit			Total Stockholders' Equity (Deficit)
Balance at June 30, 2023	250,108,353	$	25,010	100,000,000	$	10,000	$	70,395	$	(170,702	)	$	(65,297	)
Net Loss for the Three Months Ended September 30, 2023	—	$	—	—	$	—	$	—	$	(2,953	)	$	(2,953	)
Balance at September 30, 2023	250,108,353	$	25,010	100,000,000	$	10,000	$	70,395	$	(173,655	)	$	(68,250	)

The accompanying notes are an integral part of these financial statements

MOUNTAIN TOP PROPERTIES, INC.

CONSOLDIDATED STATEMENT OF STOCKHOLDERS' DEFICIT

For the Three Months Ended September 30, 2022

(Unaudited)

	Common Stock			Preferred Stock
	Shares		Par Value	Shares		Par Value		Additional Paid-In Capital		Accumulated Deficit			Total Stockholders' Equity (Deficit)
Balance at June 30, 2022	250,108,353	$	25,010	100,000,000	$	10,000	$	70,395	$	(139,630	)	$	(34,225	)
Net Loss for the Three Months Ended September 30, 2022	—	$	—	—	$	—	$	—	$	(7,313	)	$	(7,313	)
Balance at September 30, 2022	250,108,353	$	25,010	100,000,000	$	10,000	$	70,395	$	(146,943	)	$	(41,538	)

The accompanying notes are an integral part of these financial statements

MOUNTAIN TOP PROPERTIES, INC.

CONSOLIDATED STATEMENT OF STOCKHOLDERS' DEFICIT

For the Nine Months Ended September 30, 2023 

(Unaudited)

	Common Stock			Preferred Stock
	Shares		Par Value	Shares		Par Value		Additional Paid-In Capital		Accumulated Deficit			Total Stockholders' Equity (Deficit)
Balance at December 31, 2022	250,108,353	$	25,010	100,000,000	$	10,000	$	70,395	$	(158,718	)	$	(53,313	)
Net Loss for the Three Months Ended March 31, 2023	—	$	—	—	$	—	$	—	$	(6,617	)	$	(6,617	)
Net Loss for the Three Months Ended June 30, 2023	—	$	—	—	$	—	$	—	$	(5,367	)	$	(5,367	)
Net Loss for the Three Months Ended September 30, 2023	—	$	—	—	$	—	$	—	$	(2,953	)	$	(2,953	)
Balance at September 30, 2023	250,108,353	$	25,010	100,000,000	$	10,000	$	70,395	$	(173,655	)	$	(68,250	)

The accompanying notes are an integral part of these financial statements

MOUNTAIN TOP PROPERTIES, INC.

CONSOLDIDATED STATEMENT OF STOCKHOLDERS' DEFICIT

For the Nine Months Ended September 30, 2022

(Unaudited)

	Common Stock			Preferred Stock
	Shares		Par Value	Shares		Par Value		Additional Paid-In Capital		Accumulated Deficit			Total Stockholders' Equity (Deficit)
Balance at December 31, 2021	250,108,353	$	25,010	100,000,000	$	10,000	$	70,395	$	(118,885	)	$	(13,480	)
Net Loss for the Three Months Ended March 31, 2022	—	$	—	—	$	—	$	—	$	(3,481	)	$	(3,481	)
Net Loss for the Three Months Ended June 30, 2022	—	$	—	—	$	—	$	—	$	(17,264	)	$	(17,264	)
Net Loss for the Three Months Ended September 30, 2022	—	$	—	—	$	—	$	—	$	(7,313	)	$	(7,313	)
Balance at September 30, 2022	250,108,353	$	25,010	100,000,000	$	10,000	$	70,395	$	(146,943	)	$	(41,538	)

The accompanying notes are an integral part of these financial statements

 7

MOUNTAIN TOP PROPERTIES, INC.

CONSOLIDATED STATEMENT OF CASH FLOWS

(Unaudited)

	For the Nine Months Ended
	September 30,
	2023			2022
CASH FLOWS FROM OPERATING
ACTIVITIES:
Net Loss	$	(14,937	)	$	(28,058	)
Adjustments to reconcile net loss to net cash
used in operating activities:
Depreciation Expense	$	951		$	2,043
Changes In:
Accounts Payable	$	(4,392	)	$	(2,010	)
Accounts Payable - Related Party	$	18,378		$	28,025
Net Cash Used in Operating Activities	$	—		$	—
CASH FLOWS FROM INVESTMENT ACTIVITIES	$	—		$	—
Net Cash Used in Investment Activities	$	—		$	—
CASH FLOWS FROM FINANCING ACTIVITIES	$	—		$	—
Net Cash Provided by Financing Activities	$	—		$	—
Net (Decrease) Increase in Cash
Cash at Beginning of Period	$	—		$	—
Cash at End of Period	$	—		$	—
SUPPLEMENTAL DISCLOSURE OF CASH FLOW INFORMATION:
Cash paid during the year for:
Interest	$	—		$	—
Franchise Taxes	$	—		$	—

The accompanying notes are an integral part of these financial statements

8

Mountain Top Properties, Inc.

Notes to Consolidated Financial Statements

For the nine months ended September 30, 2023

NOTE 1. FORMATION AND BUSINESS OF THE COMPANY

Business description

The Consolidated Financial Statements are those of Mountain Top Properties, Inc. (the “Company”) and its subsidiary Mountain Top Realty, Inc. Mountain Top Properties was incorporated under the laws of the State of Nevada on November 6, 1990 to conduct business formerly carried on by its predecessor ACI Asset Management, Inc. until April, 2005.  The Company then changed its name from ACI Management, Inc. to Interactive Development, Inc. and operated under that name until July 2005 when it changed its name from Interactive Development, Inc. to Baby Bee Bright Corp.  The Company changed its name again in May 2006 to Baby Bee Bright Corp to Lab Holdings, Inc. and changed its name again to our current name in December 2006.

Beau Kelley is the Chief Executive officer, President and Director of Mountain Top Properties, Inc.

Anthony Lombardo is the Chief Financial officer, Secretary and Director of Mountain Top Properties Inc.

Mountain Top Realty, Inc. was incorporated under the laws of the State of Wyoming as a Subsidiary of Mountain Top Properties, Inc. on February 3, 2023 and is included in the Company’s Consolidated Financial Statements. Mountain Top Realty has had no expenses, no business operations or any revenue to date. Anthony Lombardo is the sole officer of Mountain Top Realty Inc.

NOTE 2. SIGNIFICANT ACCOUNTING POLICIES

Basis of presentation of consolidated financial statements

These interim consolidated financial statements of the Company are unaudited. In the opinion of management, all adjustments (consisting of normal recurring accruals) and disclosures necessary for a fair presentation of these interim consolidated financial statements have been included. The results reported in the unaudited consolidated financial statements for any interim periods are not necessarily indicative of the results that may be reported for the entire year. The accompanying unaudited consolidated financial statements have been prepared in accordance with the rules and regulations of the Securities and Exchange Commission and do not include all information and footnotes necessary for a complete presentation of consolidated financial statements in conformity with accounting principles generally accepted in the United States (“U.S. GAAP”).

Certain information and footnote disclosures normally included in the annual financial statements prepared in accordance with U.S. GAAP have been condensed or omitted. These unaudited financial statements should be read in conjunction with the Company’s audited financial statements and notes thereto included in the Company’s Annual Report for the year ended December 31, 2022 filed with Securities Exchange Commission on February 28, 2023.

Uses of estimates in the preparation of consolidated financial statements

The preparation of consolidated financial statements in conformity with generally accepted accounting principles accepted in the United States of America (“GAAP”) requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the consolidated financial statements and the reported amounts of net revenue and expenses during each reporting period. Actual results could differ from those estimates.

Due to the limited level of operations, the Company has not had to make material assumptions or estimates other than estimate with reference to useful life of assets, deprecation and the assumption that the Company is a going concern.

Cash

The Company considers all short-term highly liquid investments with an original maturity date of purchase of nine months or less to be cash equivalents.

Property and equipment

Property and equipment are stated at cost, less accumulated depreciation provided on the straight-line method over the estimated useful lives of the assets, which range from three to seven years. Expenditures for renewals or betterments are capitalized, and repairs and maintenance are charged to expense as incurred the cost and accumulated depreciation of assets sold or otherwise disposed of are removed from the accounts, and any gain or loss thereon is reflected in operations.

9

 Mountain Top Properties, Inc.

Notes to Consolidated Financial Statements

For the nine months ended September 30, 2023  

NOTE 2. SIGNIFICANT ACCOUNTING POLICIES (Continued)

Depreciation is computed for financial statement purposes on a straight-line basis over estimated useful lives of the related assets. The estimated useful lives of depreciable assets are:

	Estimated Useful Life
Furniture and Fixtures	3	years
Computer Equipment	3	years
Vehicles	5	-	10	years

Revenue Recognition

The Company did not have any revenues or business operations for the periods presented. The Company’s policy is that revenues will be recognized when control of the product is transferred to our customers, in an amount that reflects the consideration we expect to be entitled to in exchange for those services.

Results for reporting periods beginning after January 1, 2020 are presented under Topic 606, while prior period amounts are not adjusted and continue to be reported in accordance with our historic accounting under Topic 605. We did not have any cumulative impact as a result of applying Topic 606. 

Net loss per common share – basic and diluted

Authoritative guidance on Earnings per Share requires dual presentation of basic and diluted earnings or loss per share (“EPS”) for all entities with complex capital structures and requires a reconciliation of the numerator and denominator of the basic EPS computation to the numerator and denominator of the diluted EPS computation. Basic EPS excludes dilution; diluted EPS reflects the potential dilution that could occur if securities or other contracts to issue common stock were exercised or converted into common stock or resulted in the issuance of common stock that then shared in the earnings of the entity.

Basic loss per share is computed by dividing net loss applicable to common shareholders by the weighted average number of common shares outstanding during the period. Diluted loss per share reflects the potential dilution that could occur if dilutive securities and other contracts to issue common stock were exercised or converted into common stock or resulted in the issuance of common stock that then shared in the earnings of the Company, unless the effect is to reduce a loss or increase earnings per share.

Stock-based compensation

In accordance with ASC No. 718, Compensation – Stock Compensation (“ASC 718”), the Company measures the compensation costs of share-based compensation arrangements based on the grant-date fair value and recognize the costs in the consolidated financial statements over the period during which employees are required to provide services.

During the nine months years ended September 30, 2023, there were no stock based awards issued or outstanding.

Fair value of financial instruments

We value our financial assets and liabilities on a recurring basis using the fair value hierarchy established in Accounting Standards Codification (“ASC”) 820, Fair Value Measurements and Disclosures.

ASC 820 describes three levels of inputs that may be used to measure fair value, as follows:

Level 1 input, which include quoted prices in active markets for identical assets or liabilities;

Level 2 inputs, which include observable inputs other than Level 1 inputs, such as quoted prices for similar assets or liabilities; quoted prices for identical or similar assets or liabilities in markets that are not active; or other inputs that are observable or can be corroborated by observable market data for substantially the full term of the asset or liability; and

10

Mountain Top Properties, Inc.

Notes to Consolidated Financial Statements

For the nine months ended September 30, 2023

NOTE 2. SIGNIFICANT ACCOUNTING POLICIES (Continued)

Level 3 inputs, which include unobservable inputs that are supported by little or no market activity and that are significant to the fair value of the underlying asset or liability. Level 3 assets and liabilities include those whose fair value measurements are determined using pricing models, discounted cash flow methodologies or similar valuation techniques, as well as significant management judgment or estimation.

Fair value estimates discussed herein are based upon certain market assumptions and pertinent information available to management as of September 30, 2023.

The respective carrying values of certain on-balance-sheet financial instruments approximate their fair values. These financial instruments include accrued expenses and related party accounts payable. Fair values were assumed to approximate carrying values for these financial instruments since they are short term in nature and their carrying amounts approximate fair value.

Commitments and contingencies

The Company follows ASC 440 & ASC 450, subtopic 450-20 of the FASB Accounting Standards Codification to report accounting for contingencies and commitments respectively. Certain conditions may exist as of the date the consolidated financial statements are issued, which may result in a loss to the Company, but which will only be resolved when one or more future events occur or fail to occur. The Company assesses such contingent liabilities, and such assessment inherently involves an exercise of judgment.

In assessing loss contingencies related to legal proceedings that are pending against the Company or un-asserted claims that may result in such proceedings, the Company evaluates the perceived merits of any legal proceedings or un-asserted claims as well as the perceived merits of the amount of relief sought or expected to be sought therein.

If the assessment of a contingency indicates that it is probable that a material loss has been incurred and the amount of the liability can be estimated, then the estimated liability would be accrued in the Company’s consolidated financial statements. If the assessment indicates that a potentially material loss contingency is not probable but is reasonably possible, or is probable but cannot be estimated, then the nature of the contingent liability, and an estimate of the range of possible losses, if determinable and material, would be disclosed. Loss contingencies considered remote are generally not disclosed unless they involve guarantees, in which case the guarantees would be disclosed. Management does not believe, based upon information available at this time, that these matters will have a material adverse effect on the Company’s consolidated financial position, results of operations or cash flows. However, there is no assurance that such matters will not materially and adversely affect the Company’s business, financial position, and results of operations or cash flows.

Recently Issued and Adopted Accounting Standards

From time to time, new accounting pronouncements are issued by the Financial Accounting Standards Board or other standard setting bodies that may have an impact on the Company’s accounting and reporting. The Company believes that such recently issued accounting pronouncements and other authoritative guidance for which the effective date is in the future either will not have an impact on its accounting or reporting or that such impact will not be material to its financial position, results of operations, and cash flows when implemented. 

11

Mountain Top Properties, Inc.

Notes to Consolidated Financial Statements

For the nine months ended September 30, 2023

NOTE 3. GOING CONCERN

The accompanying consolidated financial statements have been prepared assuming that the Company will continue as a going concern. The Company has incurred losses since inception and has an accumulated deficit of $173,655 as of September 30, 2023 & $158,718 as of December 31, 2022. The Company currently has limited liquidity and has not completed its efforts to establish a stabilized source of revenues sufficient to cover operating costs over an extended period of time. These factors among others, raises substantial doubt about its ability to continue as a going concern. The consolidated financial statements do not include any adjustments that may result from the outcome of these uncertainties. The Company will require additional financing moving forward and is pursuing various strategies to accomplish this, including seeking equity funding and/or debt funding from private placement sources. Although management believes that it will be able to obtain the necessary funding to allow the Company to remain a going concern through the methods discussed above, there can be no assurances that such methods will prove successful. Management anticipates that the Company will be dependent, for the near future, on additional investment capital to fund operating expenses. There are no assurances that the Company will be successful in this or any of its endeavors or become financially viable and continue as a going concern.

NOTE 4 – FIXED ASSETS

Company’ fixed assets consist of office equipment and furniture purchased.

Total balances as of September 30, 2023 and December 31, 2022 net of depreciation are $0 and $951 respectively. 

As of September 30, 2023, the fixed assets are fully depreciated.

The Company depreciated its property using straight-line depreciation over the estimated useful life of 3 years.

 For the nine months ended September 30, 2022, the company recorded $2,043 in depreciation

For the nine months ended September 30, 2023, the company recorded $951 in depreciation.

NOTE 5. ACCOUNT PAYABLE - RELATED PARTY

In support of the Company’s efforts and cash requirements, it may rely on advances from related parties until such time that the Company can support its operations or attains adequate financing through sales of its equity or traditional debt financing. There is no formal written commitment for continued support by officers, directors, or shareholders. Amounts represent advances or amounts paid in satisfaction of liabilities. The advances are considered temporary in nature and have not been formalized by a promissory note.

During 2019-2021, the Company’s majority shareholder, Joseph Passalaqua loaned the Company $18,295 for paying off professional, legal and other administrative expenses. At a Board meeting held on January 27, 2021, the Company approved debt conversion of $18,295 into stock.  It was resolved that $18,295 owed to Joseph Passalaqua was to be converted into 99,220,000 shares of Series A Convertible Preferred Stock in the name of Friction and Heat, LLC. This took place on February 11, 2021.

As of the previous year ended, December 31, 2022, the Company’s majority preferred stockholder, Joseph Passalaqua, loaned the Company $37,264 for paying professional fees and administrative expenses in 2021 and 2022. This amount is non-interest bearing, due upon demand, unsecured and included in Accounts Payable – Related Party.

In 2023, The Company’s majority preferred stockholder, Joseph Passalaqua, loaned the Company additional funds for paying professional fees and administrative expenses. In the nine months ended, September 30, 2023, $14,978 was loaned for these advances due to Joseph Passalaqua, a Related Party. This amount is non-interest bearing, due upon demand, unsecured and included in Accounts Payable – Related Party.

As of September 30, 2023 a total of $52,242 is owed for these loans to Joseph Passalaqua..

 From 2020-2023, Related Parties provided internal accounting services:

As of September 30, 2023 , $2,000 is owed to Midland Consulting. This amount is non-interest bearing, due upon demand and unsecured.

As of September 30, 2023, $12,400 is owed to Lyboldt-Daly Inc. Joseph Passalaqua is the majority preferred stockholder of Mountain Top Properties Inc and the sole officer of Lyboldt-Daly, Inc. This amount is non-interest bearing, due upon demand and unsecured.  

12

Mountain Top Properties, Inc.

Notes to Consolidated Financial Statements

For the nine months ended September 30, 2023

NOTE 6. STOCKHOLDERS’ EQUITY

On February 9, 2021 the company filed an amendment to the articles of incorporation with the State of Nevada to increase the total authorized shares to 900,000,000 at par value of $.0001 with common shares numbering 800,000,000 and blank check preferred shares numbering 100,000,000. On the same date the Company has filed a certificate of designation for the Series A Convertible Preferred Stock of the Company’s control and issued 99,220,000 shares of Series A Convertible Preferred Stock to Friction and Heat LLC, with Joseph Passalaqua as Managing Member of that Company.

Preferred stock

Mountain Top Properties Inc. is authorized to issue 100,000,000 shares of Preferred Stock, par value $.0001 per share.

As of September 30, 2023 & December 31, 2022, Mountain Top Properties Inc. had 100,000,000 shares of Series A Preferred Stock issued and outstanding

Mountain Top Realty Inc, a Subsidiary of Mountain Top Properties Inc, is not authorized to issue any shares of Preferred Stock, par value $.0001 per share.  

As of September 30, 2023, Mountain Top Realty Inc. had 0 shares of Preferred Stock issued and outstanding.

Common stock

Mountain Top Properties Inc is authorized to issue 800,000,000 shares of common stock, par value of $.0001 per share.

As of September 30, 2023 & December 31, 2022, the Company had 250,108,353 shares of its common stock issued and outstanding. 

Mountain Top Realty Inc, a Subsidiary of Mountain Top Properties Inc, is authorized to issue 1,000,000 shares of common stock, par value of $.0001 per share.

As of September 30, 2023, the Company had 0 shares of its common stock issued and outstanding. 

NOTE 7. SUBSEQUENT EVENTS

The Company entered into a Marketing Services Agreement for Stock Compensation with Hybrid Financial on October 19, 2023, signed by Anthony Lombardo, Chief Financial Officer.

On November 1, 2023, Anthony Lombardo resigned as Chief Executive Officer and Beau Kelley was appointed as Chief Executive Officer and Director. Anthony Lombardo will remain Chief Financial Officer, Secretary and Director.

The Company evaluated all other events or transactions that occurred after September 30, 2023, through November 8, 2023. The Company determined that it does not have any other subsequent event requiring recording or disclosure in the consolidated financial statements for the period ended September 30, 2023.

13

ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS. 

Forward Looking Statements

This section and other parts of this Form 10-Q quarterly report includes "forward-looking statements", that involves risks and uncertainties. All statements other than statements of historical facts, included in this Form 10-Q that address activities, events, or developments that we expect or anticipate will or may occur in the future, including such things as future capital expenditures (including the amount and nature thereof), business strategy and measures to implement strategy, competitive strength, goals, expansion and growth of our business and operations, plans, references to future success, reference to intentions as to future matters, and other such matters are forward-looking statements. In some cases, you can identify forward-looking statements by terminology such as "may," "will," "should," "expects," "plans," "anticipates," "believes," "estimates," "predicts," "potential," or "continue," or the negative of such terms or other comparable terminology. These statements are only predictions. Actual events or results may differ materially. These statements are based upon certain assumptions and analyses made by us in light of our experience and our perception of historical trends, current conditions and expected future developments as well as other factors that we believe are appropriate in the circumstances. However, whether actual results and developments will conform to our expectations and predictions is subject to a number of risks, uncertainties, and other factors, many of which are beyond our control.

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. Moreover, we do not assume responsibility for the accuracy and completeness of such forward-looking statements. We are under no duty to update any of the forward-looking statements after the date of this report to conform such statements to actual results.

Overview

Mountain Top Properties, Inc. (the "Company", "we", or "us") was incorporated under the laws of the State of Nevada on November 6, 1990.

Mountain Top Realty, Inc. - a Subsidiary of Mountain Top Properties, Inc. (the "Company", "we", or "us") was incorporated under the laws of the State of Wyoming on February 3, 2023.

Certain statements contained below are forward-looking statements (rather than historical facts) that are subject to risks and uncertainties that could cause actual results to differ materially from those described in the forward-looking statements.

RESULTS OF OPERATIONS

Working Capital

	September 30,			December 31 ,
	2023			2022
Current Assets	$	—		$	—
Current Liabilities		68,250			54,264
Working Capital (Deficit)	$	(68,250	)	$	(54,264	)

Cash Flows

	September 30,		September 30,
	2023		2022
Cash Flows from (used in) Operating Activities	$	—	$	—
Cash Flows from Investment Activities		—		—
Cash Flows from (used in) Financing Activities		—		—
Net Increase (decrease) in Cash During Period	$	—	$	—

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For the Three months Ended September 30, 2023 and September 30, 2022

Operating Revenues

We have generated revenues of $0 for the three months ended September 30, 2023 and $0 for the three months ended September 30, 2022.

Operating Expenses and Net Loss

Operating expenses for the three months ended September 30, 2023 were $2,953 compared with $7,313 for the three months ended September 30, 2022.  Operating expenses for the three months ended September 30, 2023 consisted of general and administrative expenses of $0 compared to $120 for the three months ended September 30, 2022. Professional expenses for the three months ended September 30, 2023 were $2,953 compared to $2,481 for the three months ended September 30, 2022. Depreciation expenses for the three months ended were $0 for the three months ended September 30, 2023 compared to $681 for the three months ended September 30, 2022. Travel expenses were $0 for the three months ended September 30, 2023 compared to $4,031 for the three months ended September 30, 2022.

         During the three months ended September 30, 2023, the Company recorded a net loss of $(2,953) compared with net loss of $(7,313) for the three months ended September 30, 2022. The decrease in net loss is primarily attributable to a $4,031 decrease in Travel expenses.

For the Nine months Ended September 30, 2023 and September 30, 2022

Operating Revenues

We have generated revenues of $0 for the nine months ended September 30, 2023 and $0 for the nine months ended September 30, 2022.

Operating Expenses and Net Loss

Operating expenses for the nine months ended September 30, 2023 were $14,937 compared with $28,058 for the nine months ended September 30, 2022.  Operating expenses for the nine months ended September 30, 2023 consisted of general and administrative expenses of $0 compared to $715 for the nine months ended September 30, 2022. Professional expenses for the nine months ended September 30, 2023 were $13,986 compared to $21,269 for the nine months ended September 30, 2022. Depreciation expenses for the nine months ended were $951 for the nine months ended September 30, 2023 compared with $2,043 for the nine months ended September 30, 2022. Travel expenses were $0 for the nine months ended September 30, 2023 compared to $4,031 for the nine months ended September 30, 2022.

  During the nine months ended September 30, 2023, the Company recorded a net loss of $(14,937) compared with net loss of $(28,058) for the nine months ended September 30, 2022. The decrease in net loss is primarily attributable to a $7,283 decrease in Professional expenses, which include; Auditor fees, Internal Accounting, EDGAR Agent fees and Stock Transfer fees and a $4,031 decrease in Travel expenses.

Liquidity and Capital Resources

As of September 30, 2023, the Company's cash balance was $0 compared to cash balance of $0 at December 31, 2022.  As of September 30, 2023, the Company's total assets were $0 compared to total assets of $951 as at December 31, 2022.

As of September 30, 2023, the Company had total liabilities of $68,250 compared with total liabilities of $54,264 as of year-end December 31, 2022.  Liabilities for the nine months ended September 30, 2023 consisted of accounts payable of $1,608 compared to $6,000 for the year-end December 31, 2022 and related party accounts payable for the nine months ended September 30, 2023 of $66,642 compared to $48,264 for the year-ended December 31, 2022.

Cash flow from Operating Activities

During the nine months ended September 30, 2023 and September 30, 2022, the Company used $0 of cash for operating activities.

Cash flow from Investing Activities

During the nine months ended September 30, 2023 and September 30, 2022 the Company used $0 of cash for investing activities.

Cash flow from Financing Activities

During the nine months ended September 30, 2023 and September 30, 2022, the Company received $0 cash from financing activities.

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Subsequent Developments

The Company entered into a Marketing Services Agreement for Stock Compensation with Hybrid Financial on October 19, 2023, signed by Anthony Lombardo as acting Chief Executive Officer on that date.

The Company evaluated all other events or transactions that occurred after September 30, 2023, through November 8, 2023. The Company determined that it does not have any other subsequent event requiring recording or disclosure in the consolidated financial statements for the period ended September 30, 2023.

Going Concern

We have not attained profitable operations and are dependent upon the continued financial support from our shareholders, the ability to raise equity or debt financing, and the attainment of profitable operations from our future business. These factors raise substantial doubt regarding our ability to continue as a going concern.

Off-Balance Sheet Arrangements

We have no significant off-balance sheet arrangements that have or are reasonably likely to have a current or future effect on our financial condition, changes in financial condition, revenues or expenses, results of operations, liquidity, capital expenditures or capital resources that are material to stockholders.

Future Financing

The Company will consider selling securities in the future to fund operations.  There is no assurance that we will achieve any additional sales of the equity securities or arrange for debt or other financing to fund our operations and other activities.

Critical Accounting Policies

Our consolidated financial statements and accompanying notes have been prepared in accordance with United States generally accepted accounting principles applied on a consistent basis. The preparation of consolidated financial statements in conformity with U.S. generally accepted accounting principles requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities, the disclosure of contingent assets and liabilities at the date of the consolidated financial statements and the reported amounts of revenues and expenses during the reporting periods.

We regularly evaluate the accounting policies and estimates that we use to prepare our consolidated financial statements. A complete summary of these policies is included in the notes to our consolidated financial statements. In general, management's estimates are based on historical experience, on information from third party professionals, and on various other assumptions that are believed to be reasonable under the facts and circumstances. Actual results could differ from those estimates made by management.

Recently Issued Accounting Pronouncements

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

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ITEM 3. QUANTITATIVE AND QUALIITATIVE DISCLOSURES ABOUT MARKET RISKS 

Market risk is the risk of loss from adverse changes in market prices and rates. The Company's market risk arises primarily from the fact that the area in which we do business is highly competitive and constantly evolving. The market in which we do business is highly competitive and constantly evolving. We face competition from the larger and more established companies, from companies that have greater resources, including but not limited to, more money, and greater ability to expand their markets also cut into our potential customers. Many of our competitors have longer operating histories, significantly greater financial strength, nationwide advertising coverage and other resources that we do not have.

ITEM 4. CONTROLS AND PROCEDURES

Evaluation of Disclosure Controls and Procedures

Based on their evaluation of our disclosure controls and procedures(as defined in Rule 13a-15e under the Securities Exchange Act of 1934 the "Exchange Act"), Beau Kelley, our Principal Executive Officer and Anthony Lombardo, our Principal Financial Officer has concluded that as of the end of the period covered by this quarterly report on Form 10-Q, September 30, 2023, filed on November 8, 2023, that such disclosure controls and procedures were not effective due to the lack of segregation of duties and lack of a formal review process that includes multiple levels of review to ensure that information required to be disclosed by us in reports that we file or submit under the Exchange Act is recorded, processed, summarized and reported within the time periods specified in Securities and Exchange Commission rules and forms because of the identification of a material weakness in our internal control over financial reporting which we view as an integral part of our disclosure controls and procedures. Our management is responsible for establishing and maintaining adequate internal control over financial reporting.

Under the supervision of our Chief Executive Officer, the Company conducted an evaluation of the effectiveness of our internal control over financial reporting as of September 30, 2023 using the criteria established in Internal Control—Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission (COSO).

A material weakness is a deficiency, or combination of deficiencies, in internal control over financial reporting, such that there is a reasonable possibility that a material misstatement of the Company’s annual or interim financial statements will not be prevented or detected on a timely basis. In its assessment of the effectiveness of internal control over financial reporting as of September 30, 2023, the Company determined that there were control deficiencies that constituted material weaknesses under COSO and SEC rules are, as described below:

(1) lack of a functioning audit committee and lack of a majority of independent directors on the Company’s board of directors, resulting in ineffective oversight in the establishment and monitoring of required internal controls and procedures;

(2) inadequate segregation of duties consistent with control objectives; and (3) insufficient written policies and procedures for accounting and financial reporting with respect to the requirements and application of US GAAP and SEC disclosure requirements. The aforementioned potential material weaknesses were identified by the Company’s Chief Financial Officer in connection with the preparation of our financial statements as of September 30, 2023 and communicated the matters to our management and board of directors.

Management is currently evaluating remediation plans for the above control deficiency.

Accordingly, the Company concluded that this control deficiency resulted in a reasonable possibility that a material misstatement of the annual or interim financial statements will not be prevented or detected on a timely basis by the company’s internal controls.

As a result of the material weaknesses described above, management has concluded that the Company did not maintain effective internal control over financial reporting as of September 30, 2023 based on criteria established in Internal Control—Integrated Framework issued by COSO.

Changes in Internal Control over Financial Reporting

Except as noted above, there have been no changes in our internal control over financial reporting identified in connection with the evaluation required by paragraph (d) of Exchange Act Rules 13a-15 or 15d-15 that occurred during our first quarter that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.

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PART II.  OTHER INFORMATION

ITEM 1.  LEGAL PROCEEDINGS.  

None.

ITEM 1A.    RISK FACTORS

As a smaller reporting company (as defined in Rule 12b-2 of the Exchange Act), we are not required to provide the information called for by this Item 1A.

ITEM 2.  UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS.

None.

ITEM 3.  DEFAULTS UPON SENIOR SECURITIES.  

None.

ITEM 4.  MINE SAFETY DISCLOSURES.

Not applicable.

ITEM 5.  OTHER INFORMATION.

None.

Item 6. EXHIBITS 

Exhibit 31.1	Certification of the Principal Executive Officer Pursuant to Rule 13A-14(a) of the Securities Exchange Act of 1934, as Adopted Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
Exhibit 31.2	Certification of the Principal Financial Officer Pursuant to Rule 13A-14(a) of the Securities Exchange Act of 1934, as Adopted Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
Exhibit 32.1	Certification of the Principal Executive Officer Pursuant to 18 U.S.C. Section 1350 as Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.
Exhibit 32.2	Certification of the Principal Financial Officer Pursuant to Rule 13A-14(a) of the Securities Exchange Act of 1934, as Adopted Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.

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SIGNATURES

In accordance with the requirements of the Exchange Act, the registrant caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.

	MOUNTAIN TOP PROPERTIES, INC.
Dated: November 8, 2023	By:	/s/ Beau Kelley
		Beau Kelley
		President, Chief Executive Officer, and Director
		(Principal Executive Officer))

Dated: November 8, 2023	By:	/s/ Anthony Lombardo
		Anthony Lombardo
		Chief Financial Officer, Secretary and Director
		(Principal Financial Officer)

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

Dated: November 8, 2023	By:	/s/ Beau Kelley
		Beau Kelley
		Chief Executive Officer, and Director
		(Principal Executive Officer)
Dated: November 8, 2023	By:	/s/ Anthony Lombardo
		Anthony Lombardo
		Chief Financial Officer, Secretary and Director
		(Principal Financial Officer)

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