News out!!
A Florida Corporation (855) 998-7337
For the Three and Nine Months Ended September 30, 2023 and 2022
Prepared in accordance with OTC Pink Basic Disclosure Guidelines
TABLE OF CONTENTS
Page
3
Forward Looking Statements
Organizational Structure
3
Business Development
3
Management
3 5 6
7 8
Consolidated Balance Sheets as of September 30, 2023 and December 31, 2022
Consolidated Statements of Operations for the Three and Nine Months Ended September 30, 2023 and 2022
Consolidated Statement of Stockholders’ Equity for the Three and Nine Months Ended September 30, 2023 and 2022
Consolidated Statements of Cash Flows for the Nine months ended September 30, 2023 and 2022
Notes to the Consolidated Financial Statements
9
OTC Pink Basic Disclosures
13 18
Signatures
Forward Looking Statements
This Annual Report contains forward-looking statements, within the meaning of the Private Securities Litigation Reform Act of 1995. Statements made herein that may be considered forward-looking include statements incorporating terms such as "expects," "believes," "intends," "anticipates" and similar terms that relate to future events, performance, or results of Curtis Mathes Corporation, a Florida corporation (the “Company”), including, without limitation, statements made regarding the forecast for various Original Equipment Manufacturer (“OEM”) market contracts and expected future results. Forward-looking statements are subject to certain risks and uncertainties that could cause actual results to differ materially from management's present expectations or projections. These risks and uncertainties include, but are not limited to, customer and supplier relationships; prices; competition; ability to realize anticipated benefits from initiatives taken; market demand; litigation and other liabilities; and economic, political, governmental, and technological factors affecting the Company's operations, tax rate, markets, products, services, and prices, among others.
Organizational Structure
Curtis Mathes Corporation f/k/a Light Engine Design Corp., a Florida corporation (OTC: CMCZ) (the “Company”), has acquired Curtis Mathes, Inc., a Texas corporation. The Company’s current operating subsidiaries are Curtis Mathes Grow Lights, Inc. (formerly Tall Trees LED Company), Curtis Mathes Therapeutics, Inc. (formerly Curtis Mathes, Inc.), and Curtis Mathes International LLC, as wholly- owned subsidiaries. The primary business focus for the Company is the research, development, manufacturing, and sales of what the Company believes to be groundbreaking Solid-State Lighting (“SSL”). The Company expects to apply these technologies to Light Emitting Diodes (“LEDs”), lasers, and other light sources, for use in the general indoor and outdoor lighting, horticultural and other frequency-specific lighting markets.
Business Development
The Company has shifted its’ focus to the horticultural lighting and lighting therapy markets. Management
Robert (Bob) Manes –Chairman/CEO/COO/Director/Founder
• Previous owner, Tall Trees LED Company
• Solid-State lighting designer
• 30-year business veteran
• 19 years in Solid-State Lighting (SSL)
• BS in Computer Management Information Systems, minor in Aviation
• Master of Business Administration (MBA)
Dr. Zacariah (Zac) Hildenbrand, Ph.D. – President and Chief Scientific Officer/Director
• Ph.D. in Biochemistry
• Doctoral research focused on the molecular architecture involved in hormone-dependent cancers.
• Post-doctoral research fellow at the University of Texas Southwestern Medical Center in Dallas
• Contributed to the development of a novel therapy for the treatment of chronic myeloid leukemia; a blood-borne cancer that
afflicts children
• Nominated for the Humanity in Science Award
Michael Martini – Chief Financial Officer/Director
• B.S. Accounting Eastern Kentucky University
• Registered Certified Public Accountant since 2007
• President, Martini Sports Management, Major League Baseball Certified Agent
• Director, Treasurer John Daly Major Ed Foundation
• Director SixtyFeetSix Foundation
3
Derek Enloe – Chief Revenue Officer
• B.S. Entrepreneurship/Marketing Oklahoma State University
• Director, Enloe and Associates Insurance Agency
• Owner, Enloe and Associates UHaul and rentals
• Serial entrepreneur, developed and sold numerous businesses, agencies and properties
• Real estate investor
• Executive team builder
4
CURTIS MATHES CORP. UNAUDITED CONSOLIDATED BALANCE SHEETS
ASSETS
2022
15,087 870,314 750,000
1,641,114
552,446 240,684
793,130
150,000
943,130
-
105,873 2,492,900 30,000
(1,930,789)
697,984
1,641,114
September 30,
2023
December 31,
Current Assets
Cash and cash equivalents
Accounts receivable
Prepaids 5,438
Total current assets 5,713
Customer financing agreements 15,087 Goodwill 870,314
Intangible assets
Total Assets
Current Liabilities
LIABILITIES AND STOCKHOLDERS' EQUITY
$
$
750,000
1,641,114
554,716 240,684
795,400
150,000
945,400
-
105,873 2,492,900 30,000
(1,933,059)
695,714
1,641,114
$
30 245
$
$
$
30 245 5,438
5,713
Accounts payable and accrued liabilities Notes payable - related party
Total current liabilities
Long Term Liabilities
Long term notes payable
Total Liabilities
Commitments and contingencies
Stockholders' Equity
Common stock, $0.001 par value, 150,000,000 shares authorized having a par value of $0.001 per share; 105,872,622 shares issued and oustanding
Additional paid-in capital Subscriptions Payable Accumulated deficit
Total Stockholders' Equity
Ttoal Liabilities and Stockholders' Equity
$
$
The accompanying notes are an integral part of these consolidated financial statements. 5
CURTIS MATHES CORP.
UNAUDITED CONSOLIDATED STATEMENTS OF OPERATIONS
Three Months Ended September 30, Nine Months Ended September 30,
2023
2022 2023 2022
-$ -$ -$ 1,100
Revenue
Revenue
Cost of goods sold
Gross Profit
Operating Expenses
General and administrative Marketing and promotion Professional and consulting fees
Total operating expenses
Loss fromOperations
Other Income (Expense)
Interest income Interest expense
Total other income (expense)
Net Loss (Income) Before Income Taxes
Income Tax
Net Loss (Income) Before After Taxes
Weighted Average Number of Common Shares Outstanding - Basic and Diluted Gain (Loss) per Common Share - Basic and Diluted
$
-
-
- - -
-
-
- -
- -
-
-
-
3,945 - 77,575
81,520
(81,520)
- (3,956)
(3,956) (85,476)
-
(85,476)
105,872,622
(0.00)
-
-
2,270 - -
2,270
(2,270)
169
931
18,677 45 206,387
225,109
(224,178)
-- - (10,436)
- (10,436)
$
$
$
$
$
$
$
(2,270)
-
(2,270) $
105,872,622 $
(0.00) $
(234,614)
-
(234,614)
105,872,622
(0.00)
$ 105,872,622
$ -
The accompanying notes are an integral part of these consolidated financial statements.
6
CURTIS MATHES CORP.
UNAUDITED CONSOLIDATED STATEMENTS OF STOCKHOLDERS’ DEFICIT
Additional Paid In Subscriptions Accumulated
Common Stock Common Amount Capital Payable Deficit Total
105,872,622 $ 105,873 $ 2,492,900 $ 30,000 $ (1,750,803) $ 877,970
- - - - (85,476) (85,476)
Balance -September 30, 2022 105,872,622 $ 105,873 $ 2,492,900 $ 30,000 $ (1,836,279) $ 792,494
Additional Paid In Subscriptions Accumulated
Common Stock Common Amount Capital Payable Deficit Total
$ 105,673 $ 2,482,800 $ - $ (1,601,665) $ 986,808
Balance - June 30, 2022
Net loss
Balance - December 31, 2021 105,672,622
Proceeds from subscrittions - Stock issued for consulting contract 200,000 Net loss -
- 200
-
105,873
- 10,100 -
2,492,900
30,000 -
-
30,000
-
- (234,614)
(1,836,279)
30,000
10,300 (234,614)
792,494
Balance -September 30, 2022
Additional Paid In Subscriptions Accumulated
Common Stock Common Amount Capital Payable Deficit Total
105,872,622 $ 105,873 $ 2,492,900 $ 30,000 $ (1,933,059) $ 695,714
------
Balance -September 30, 2023 105,872,622 $ 105,873 $ 2,492,900 $ 30,000 $ (1,933,059) $ 695,714
Additional Paid In Subscriptions Accumulated
Common Stock Common Amount Capital Payable Deficit Total
$ 105,873 $ 2,492,900 $ 30,000 $ (1,930,789) $ 697,984
105,872,622
$
$
$
$
$
Balance - June 30, 2023
Net loss
Balance - December 31, 2022 105,872,622
Netloss -
105,872,622
$
-
105,873
$
-
2,492,900
$
-
30,000
$
(2,270)
(1,933,059)
$
(2,270)
695,714
Balance -September 30, 2023
The accompanying notes are an integral part of these consolidated financial statements. 7
CURTIS MATHES CORP.
UNAUDITED CONSOLIDATED STATEMENTS OF CASH FLOWS
Nine Months EndedSeptember 30,
2023
2022
Cash Flows from Operating Activities
Net loss $ Adjustments to reconcile net loss to net cash used in operating activities:
Stock issued for consulting contract Changes in operating assets and liabilities:
Prepaid expenses
Accounts receivable
Customer financing agreements Inventory
Accounts payable and accrued liabilities
Net Cash Used in Operating Activities
Cash Flows From Investing Activities
Cash Flows From Financing Activities
Proceeds from subscriptions payable Proceeds from issuance of debt
Net Cash Provided by Financing Activities
Net (Decrease) Increase In Cash Cash, Beginning of Period
Cash,EndofPeriod $
Supplemental Disclosures of Cash flowinformation:
Cash paid for interest $
Cash paid for income taxes $
(2,270) -
- - - -
2,270
- -
- -
-
- 30
30
-
-
$
(234,614) 10,300
(4,513) -
350 (18)
187,717
(40,778) -
30,000 10,000
40,000 (778)
6,413
5,635
-
-
$
$
$
The accompanying notes are an integral part of these consolidated financial statements.
8
CURTIS MATHES CORP.
NOTES TO UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS September 30, 2023
NOTE 1 – ORGANIZATION AND BASIS OF PRESENTATION
Curtis Mathes Corp. f/k/a Light Engine Design Corp. (the “Company”) was incorporated under the name Mortgage Acquisition Group, Inc. in the State of Florida on July 7, 1997. On December 2, 2016, the Company changed its name from Tall Trees LED Company, Inc. to Light Engine Design Corp. On November 4, 2016, the Company completed the acquisition of Tall Trees LED Company (“Tall Trees”) through the issuance of 15,292,500 shares of the Company’s common stock. In conjunction with the acquisition, Robert Manes, the majority owner of Tall Trees, exchanged his ownership for 15,000,000 shares of the Company’s common stock and was appointed Chief Executive Officer, Chief Operating Officer and Chairman, and Kevin Stone, the sole owner of DLP, exchanged his ownership for 15,000,000 shares of the Company’s common stock and was appointed President, Chief Technology Officer and Director. Effective May 20, 2019, the Company acquired Curtis Mathes, Inc. and Curtis Mathes International, LLC as wholly-owned subsidiaries. The Company facilitates research and development, and manufacture of products for the solid-state lighting industries. Both acquired companies are wholly-owned subsidiaries and are consolidated in these financial statements using the equity method of accounting.
On March 18, 2020 ,Tall Trees LED Company changed its name to Curtis Mathes Grow Lights, Inc. On June 23, 2020, Curtis Mathes, Inc. changed its name to Curtis Mathes Therapeutics, Inc.
September 25, 2020, The Company changed its name from Light Engine Design Corp to Curtis Mathes Corporation and requested a stock symbol change. On June 3, 2021, the Company received approval from FINRA for its new ticker symbol CMCZ.
The Company’s principal business is to provide Light Emitting Diode (LED) lighting for frequency-specific applications, such as horticulture, phototherapy, and light-delivery and spectrum-sensitive functions, such as wildlife preservation and light pollution reduction.
Effective November 9, 2021, Paul Williams resigned as the Company’s Chief Executive Officer, Chief Financial Officer and Chairman. Effective November 23, 2021, Eric Hill resigned as the Company’s Chief Legal Officer and Secretary.
Effective December 10, 2021, Michael Martini added to Board of Directors. Serves as Chief Financial Officer
Effective December 10, 2021, Derek Enloe added to Board of Directors. Serves as Chief Revenue Officer.
NOTE 2 – SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
Basis of Presentation
The financial statements have been prepared in conformity with accounting principles generally accepted in the United States of America
(“GAAP”).
Use of Estimates
The preparation of financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the amounts reported and disclosed in the consolidated financial statements and accompanying notes. Such estimates include, but are not limited to, allowance for doubtful accounts and valuations of intangible assets, among others. Actual results could differ from those estimates.
Concentrations and credit risk
Financial instruments that potentially subject the Company to concentrations of credit risk consist primarily of cash and accounts receivable. The Company minimizes its credit risk associated with cash by periodically evaluating the credit quality of its primary financial institution. The cash balance may at times may exceed federally insured limits. Management believes the financial risk associated with these balances is minimal and has not experienced any losses to date. Company did not have cash balances in excess of FDIC limits at September 30, 2023 and December 31, 2022.
9
Risk and Uncertainties
The Company operates in an industry that is subject to rapid change and intense competition. The Company’s operations are subject to significant risk and uncertainties including financial, operational, technological, regulatory and other risks, including the potential risk of business failure.
Cash and Cash Equivalents
The Company considers all highly liquid investments purchased with an original maturity of three months or less at the date of purchase and money market accounts to be cash equivalents. As of September 30, 2023 and December 31, 2022, the Company had no cash equivalents and all cash amounts consisted of cash on deposit.
Accounts Receivable
Receivables are stated at the amount the Company expects to collect. The Company considers the following factors when evaluating the collectability of specific receivable balances: creditworthiness of the debtor, past transaction history with the debtor, current economic industry trends, and changes in debtor payment terms. If the financial condition of the Company’s debtors were to deteriorate, adversely affecting their ability to make payments, additional allowances would be required.
The Company maintains an allowance for doubtful accounts for estimated losses resulting from the inability of its customers to make required payments. Changes to the allowance for doubtful accounts made as a result of management’s determination regarding the ultimate collectability of such accounts are recognized as a charge to the Company’s earnings. Specific receivable balances that remain outstanding after the Company has used reasonable collection efforts are written off through a charge to the valuation allowance and a credit to the receivable.
At September 30, 2023 and December 31, 2022, the Company has determined that all receivable balances are fully collectible and, accordingly, no allowance for doubtful accounts has been recorded.
Prepaid Expenses and Other Current Assets
Prepaid expenses and other current assets consist of various payments that the Company has made in advance for goods or services to be received in the future. Prepaid expenses include service contracts and taxes paid in advance, deposits on facilities.
Revenue Recognition
The Company currently generates revenue through the sale of its LED lighting solutions. Revenue is recognized when all of the following criteria are met:
• Persuasive evidence of an arrangement exists. Evidence of an arrangement consists of an order from the Company’s distributors, resellers or customers.
• Delivery has occurred. Delivery is deemed to have occurred when title and risk of loss has transferred, either upon shipment of products to customers or upon delivery.
• The fee is fixed or determinable. The Company assesses whether the fee is fixed or determinable based on the terms associated with the transaction.
• Collection is reasonably assured. The Company assesses collectability based on credit analysis and payment history.
Any revenue received that does not yet meet the above recognition standards is recorded to unearned revenue, and held as a liability
until recognition occurs.
Impairment of Long-Lived Assets
The Company reviews long-lived assets, at least annually, to determine if impairment has occurred and whether the economic benefit of the asset (fair value of assets to be used and fair value less disposal cost for assets to be disposed of) is expected to be less than the carrying value. Triggering events, which signal further analysis, consist of a significant decrease in the asset's market value, a substantial change in the use of an asset, a significant physical change in the asset, a significant change in the legal or business climate that could affect the asset, an accumulation of costs significantly in excess of the amount originally expected to acquire or construct the asset, or a history of losses that imply continued loss associated with assets used to generate revenue.
10
Income Taxes
Income taxes are provided in accordance with ASC 740 Accounting for Income Taxes. A deferred tax asset or liability is recorded for all temporary differences between financial and tax reporting and net operating loss carry forwards. Deferred tax expense (benefit) results from the net change during the year of deferred tax assets and liabilities. Deferred tax assets are reduced by a valuation allowance when, in the opinion of management, it is more likely than not that some portion of all of the deferred tax assets will be realized. Deferred tax assets and liabilities are adjusted for the effects of changes in tax laws and rates on the date of enactment.
Provision for income taxes consists of federal and state income taxes in the United States. Due to the uncertainty as to the realization of benefits from our deferred tax assets, including net operating loss carry-forwards and other tax credits, we have a full valuation allowance reserved against such assets. We expect to maintain this full valuation allowance at least in the near term.
The Company records interest and penalties related to unrecognized tax benefits in income tax expense. There were no interest or penalties related to unrecognized tax benefits for the Three and Nine months ended September 30, 2023 or the year ended December 31, 2022.
Fair Value of Financial Instruments
The fair values of the Company’s assets and liabilities that qualify as financial instruments under FASB ASC Topic 825, “Financial Instruments,” approximate their carrying amounts presented in the accompanying financial statements at September 30, 2023 and December 31, 2022.
Loss Contingencies
The Company recognizes contingent losses that are both probable and estimable. In this context, the Company defines probability as circumstances under which events are likely to occur. In regard to legal costs, we record such costs as incurred.
Earnings per Share Policy
The basic computation of loss per share is based on the weighted average number of shares outstanding during the period presented in
accordance with ASC 260, "Earnings Per Share”. The computation of diluted earnings per common share is based on the weighted
average number of shares outstanding during the period plus the common stock equivalents which would arise from the exercise of stock options and warrants outstanding using the treasury stock method and the average market price per share during the period. Common stock equivalents are not included in the diluted earnings per share calculation when their effect is antidilutive.
Recent Accounting Pronouncements
Management believes the impact of recently issued standards and updates, which are not yet effective, will not have a material impact
on the Company’s financial position, results of operations or cash flows upon adoption.
NOTE 3 – LIQUIDITY/GOING CONCERN
The Company has accumulated losses of $1,933,059, including non-cash expenses, and has sustained negative cash flows from operating activities since its acquisition of Tall Trees LED Company and Curtis Mathes, Inc. This factor raises substantial doubt about the Company’s ability to continue as a going concern.
The accompanying financial statements have been prepared assuming that the Company will continue as a going concern, which contemplates the recoverability of assets and the satisfaction of liabilities in the normal course of business. Management plans to (i) raise additional capital to fund continued operations of the Company and (ii) generate profits from operations beginning in first half of 2024.
In the event the Company does not generate sufficient funds from revenues or financing through the issuance of its common stock or from debt financing, the Company will be unable to fully implement its business plan and pay its obligations as they become due, any of which circumstances would have a material adverse effect on its business prospects, financial condition, and results of operations. The accompanying financial statements do not include any adjustments that might be required should the Company be unable to recover the value of its assets or satisfy its liabilities.
11
NOTE 4 – STOCKHOLDERS’ DEFICIT
The total number of common shares authorized that may be issued by the Company is 150,000,000 shares with a par value of $0.001
per share. As of September 30, 2023 and December 31, 2022 there were 105, 872,622 shares of Common Stock issued and outstanding.
NOTE 5 – EARNINGS (LOSS) PER SHARE
Net earnings (loss) per share is computed by dividing net income (loss) for the period by the weighted average number of shares of common stock outstanding during each period. Diluted earnings (loss) per share is computed by dividing net income (loss) for the period by the weighted average number of shares of common stock, common stock equivalents and potentially dilutive securities outstanding during each period.
The Company has the following common stock equivalents as of September 30, 2023 and December 31, 2022:
As of September 30, 2023
Options (exercise price $0.06/share) 100,000
As of December 31, 2022
100,000
NOTE 6 – RELATED PARTY TRANSACTIONS
Notes payable – related party
As of September 30, 2023 and December 31, 2022, the Company has a note payable in the amount of $182,484 to Eric Hill, the Company’s former Chief Executive Officer and Secretary, for moneys advanced to Curtis Mathes prior to its acquisition by the Company. The note is non-interest bearing and payable based upon a fixed percentage of sales.
As of September 30, 2023 and December 31, 2022, the Company has notes payable in the amount of $58,200 to Inform Environmental, LLC
NOTE 7 – SUBSEQUENT EVENTS
We have evaluated all events that occurred after the balance sheet date through the date when our financial statements were issued to determine if they must be reported. Management has determined that there are no events requiring disclosure.
12
Disclosure Statement Pursuant to the Pink Basic Disclosure Guidelines Curtis Mathes Corp.
2770 Main St. #130
Frisco, TX 75033 855.998.7337 http://www.curtismathes.com info@curtismathes.com
SIC Code: 3648 – Lighting Equipment
Quarterly Report
For the Period Ending: September 30, 2023 (the “Reporting Period”)
Outstanding Shares
The number of shares outstanding of our Common Stock was:
105,872,622 As of December 31, 2022, the number of shares outstanding of our Common Stock was: 105,872,622
Shell Status
Indicate by check mark whether the company is a shell company (as defined in Rule 405 of the Securities Act of 1933, Rule 12b-2 of the Exchange Act of 1934 and Rule 15c2-11 of the Exchange Act of 1934):
Yes: ? No:?
Indicate by check mark whether the company’s shell status has changed since the previous reporting period:
Yes: ? No:?
Change in Control
Indicate by check mark whether a Change in Control1 of the company has occurred over this reporting period: Yes: ? No:?
1 “Change in Control” shall mean any events resulting in:
(i) Any “person” (as such term is used in Sections 13(d) and 14(d) of the Exchange Act) becoming the “beneficial owner” (as defined in Rule 13d-3 of the Exchange Act), directly or indirectly, of securities of the Company representing fifty percent (50%) or more of the total voting power represented by the Company’s then outstanding voting securities;
(ii) The consummation of the sale or disposition by the Company of all or substantially all of the Company’s assets;
(iii) A change in the composition of the Board occurring within a two (2)-year period, as a result of which fewer than a majority of the directors are directors immediately prior to such change; or
(iv) The consummation of a merger or consolidation of the Company with any other corporation, other than a merger or consolidation which would result in the voting securities of the Company outstanding immediately prior thereto continuing to represent (either by remaining outstanding or by being converted into voting securities of the surviving entity or its parent) at least fifty percent (50%) of the total voting power represented by the voting securities of the Company or such surviving entity or its parent outstanding immediately after such merger or consolidation.
As of September 30, 2023,
the number of shares outstanding of our Common Stock was:
13
ITEM1: Nameoftheissueranditspredecessors(ifany)
Curtis Mathes Corp. (the “Company”) was incorporated in the State of Florida on July 7, 1997 and is currently active and in good standing in Florida and all other states in which it operates. A listing of all previous names used by the Company is as follows:
Curtis Mathes Corporation
Light Engine Design Corp.
Tall Trees LED Company, Inc.
Business Continuity Solutions, Inc.
Extreme Sports Marketing, Inc.
Exosphere Aircraft Company, Inc.
MMA World Holdings, Inc.
Exosphere Aircraft Company, Inc.
American Lending & Acquisition Group, Inc. Mortgage Acquisition Group, Inc.
There have not been any trading suspension orders issued by the
June 3, 2021 - Present
December 2, 2016 – June 2, 2021 August 16, 2016 - December 2, 2016 June 23, 2013 – August 16, 2016
April 3, 2009 – June 23, 2013
December 15, 2008 – April 3, 2009 September 24, 2008 - December 15, 2008 May 17, 2006 – September 24, 2008 March 16, 1998 – May 17, 2006
July 7, 1997 – March 16, 1998
SEC since inception.
There have not been any stock splits, stock dividends, recapitalizations, mergers, acquisitions, spin-offs, or reorganizations either within the past 12 months, and none are currently anticipated.
The Company’s principal executive office is:
7521 S Olympia Avenue West #1054 Tulsa, OK 74132
Check box if principal executive office and principal place of business are the same address: ?
Has the issuer or any of its predecessors been in bankruptcy, receivership, or any similar proceeding in the past five years? Yes: ? No:?
ITEM 2: Security Information
Transfer Agent
Securities Transfer Corporation 2901 N Dallas Parkway
Plano, TX 75093
Phone: (469) 633-0101
Trading symbol: CMCZ
Exact title and class of securities outstanding: Common Stock CUSIP: 231468109
Par or Stated Value: $0.001
Totalsharesauthorized: 150,000,000asof:November14,2023
Total shares outstanding: 105,872,622 as of November 14, 2023
Total number of shareholders of record: 111* as of: November 14, 2023
*shareholder of record may not include all shares held in “street name”
Security Description:
The Company currently has authorized only one class of common equity shares and no preferred class of equity shares. Each of the Company’s common shares have the right to one vote per share. There are currently no preemption or dividend rights attributable to the Company’s common shares.
14
There have not been any material modification to the rights of holders of the Company’s securities that have occurred over the reporting period covered by this report.
ITEM 3: Issuance History
On March 8, 2022, the Company issued 200,000 shares of the Company’s common stock valued at $10,300 for consulting services to be provided under a one year advisory agreement.
ITEM 3A: Changes to the Number of Outstanding Shares
Indicate by check mark whether there were any changes to the number of outstanding shares within the past two completed fiscal years:
No: ? Yes:? (If yes, you must complete the table below)
Shares Outstanding as of Second Most Recent Fiscal Year End:
Opening Balance
Date: December 31, 2020 Common: 105,672,622
Date of Transaction
Transaction type (e.g. new issuance, cancellation, shares returned to treasury)
Number of Shares Issued (or cancelled)
Class of Securities
Value of shares issued ($/per share) at Issuance
Were the shares issued at a discount to market price at the time of issuance? (Yes/No)
Individual/ Entity Shares were issued to (entities must have individual with voting / investment control disclosed).
Reason for share issuance (e.g. for cash or debt conversion) - OR- Nature of Services Provided
Restricted or Unrestricte d as of this filing.
Exemption or Registratio n Type.
3/8/2022 New 200,000 Common 10,300 No Derek Holland Consulting Restricted N/A
ITEM 3B: Promissory and Convertible Notes
Indicate by check mark whether there are any outstanding promissory, convertible notes, convertible debentures, or any other debt instruments that may be converted into a class of the issuer’s equity securities:
No: ? Yes:? (If yes, you must complete the table below)
5/20/2019 182,484 182,484 - N/A N/A Eric Hill(1) Previous advances
(1) See Item 6: Officers, Directors and Control Persons for voting control disclosures
ITEM 4: Issuer’s Business, Products and Services
The purpose of this section is to provide a clear description of the issuer’s current operations. In answering this item, please include the
following:
A. Summarize the issuer’s business operations (If the issuer does not have current operations, state “no operations”)
Shares Outstanding on Date of This Report:
Ending Balance
Date September 30, 2023 Common: 105,872,622
Date of Note Issuance
Outstanding Balance ($)
Principal Amount at Issuance ($)
Interest Accrued ($)
Maturity Date
Conversion Terms (e.g. pricing mechanism for determining conversion of instrument to shares)
Name of Noteholder (entities must have individual with voting / investment control disclosed).
Reason for Issuance (e.g. Loan, Services, etc.)
15
Based in Tulsa, OK, the Company’s and all associated subsidiaries’ principal business is to provide Light Emitting Diode (LED) lighting for frequency-specific applications, such as horticulture, phototherapy, and light-delivery and spectrum-sensitive functions, such as wildlife preservation and light pollution reduction.
B. Describe any subsidiaries, parents, or affiliated companies, if applicable, and a description of such entity’s business, contact information for the business, officers, directors, managers or control persons. Subsidiary information may be included by reference
The Company and its subsidiaries consist of the following entities, which have been consolidated in the accompanying financial statements:
• Curtis Mathes Grow Lights, Inc. formerly Tall Trees LED Company
• Curtis Mathes Therapeutics, Inc. formerly Curtis Mathes, Inc.
• Curtis Mathes International, LLC (Subsidiary of Curtis Mathes Therapeutics, Inc.)
C. Describe the issuers’ principal products or services, and their markets LED lighting solutions for U.S. markets as well as markets abroad
ITEM 6: Company Insiders (Officers, Directors and Control Persons)
ITEM 5: Facilities
The Company currently leases shared office space in Tulsa, OK.
Name of Officer/Director or Control Person
Affiliation with Company (e.g. Officer/Director/Owner of more than 5%)
Residential Address (City / State Only)(1)
Number of shares owned
Share type/class
Ownership Percentage of Class Outstanding(2)
Robert Manes
Zacariah Hildenbrand
Michael Martini
Derek Enloe
Total Directors and Officers
Eric Hill
Rene Gamez
President, Chief Operating Officer, Vice Chairman, Director and significant shareholder
Chief Scientific Officer and Director Chief Financial Officer and Director Chief Revenue Officer and Director
Frisco, TX
Frisco, TX Frisco, TX Frisco, TX
16,250,000
2,550,000 227,839
- 19,027,839
8,001,670
7,722,375
Common
15.3%
Paul Williams
Former Chief Executive Officer, Former Chief Financial Officer, Former Chairman of the Board and Significant Shareholder
Frisco, TX
22,466,667
Common
21.2%
Former Chief Legal Officer, Former Director and significant shareholder
Significant Shareholder
Frisco, TX
Houston, TX
Common 2.4% Common 0.2%
- 0% 18.0%
Common 7.6%
Common 7.3%
(1) The address for each named executive officer and director is the same
(2) Based on 105,872,622 shares of common stock outstanding as of November 14, 2023
address as the Company
16
ITEM 7: Legal/Disciplinary History
None of the persons listed above in Item 6 have, in the last 10 years, been the subject of:
1) a conviction in a criminal proceeding or named as a defendant in a pending criminal proceeding (excluding traffic violations and other minor offenses);
2) the entry of an order, judgment or decree not subsequently reversed. Suspended or vacated, by a court of competent jurisdiction that permanently or temporarily enjoined, barred, suspended or otherwise limited such person’s involvement in any type of business, securities, commodities, or banking activities;
3) a finding or judgment by a court of competent jurisdiction (in a civil action), the Securities and Exchange Commission, the Commodity FuturesTradingCommission,orastatesecuritiesorcommodities law,whichfinding,orjudgmenthasnotbeenreversed,suspended or vacated; or
4) the entry of an order by a self-regulatory organization that permanently or temporarily barred suspended or otherwise limited such person’s involvement in any type of business or securities activities.
There are no material pending legal proceedings, to which the issuer is a party or of which any of their property is the subject.
ITEM 8: Third Party Providers
Legal Counsel Michael Littman
PO Box 1839
Arvada, CO 80001 Phone (720) 530-6184
Brian Higley
Business Legal Advisors, LLC 14888 Auburn Sky Drive Draper, UT, 84020
Phone (801) 634-1984
ITEM 9: Financial Statements
A. The following financial statements were prepared in accordance with: ? IFRS
?U.S. GAAP
B. These financial statements for this reporting period were prepared by:
Name: Chris Kohler Consulting, Inc.
Title: Accountant
Relationship to Issuer: Contract Accountant
Describe the qualifications of the person or persons who prepared the financial statements: Financial and Accounting Expert with a Masters Degree in Accountancy
The issuer is providing the following financial statements:
a) Balance Sheets as of September 30, 2023 and December 31, 2022;
b) Statements of Operations for the Three and Nine months ended September 30, 2023 and 2022;
c) Statement of Stockholders’ Equity (Deficit) for the Three and Nine months ended September 30, 2023 and 2022;
d) Statements of Cash Flows for the nine months ended September 30, 2023 and 2022;
e) Notes to the financial statements.
17
ITEM10: Certifications
Chairman and Chief Executive Officer:
I,RobertManes,asChairmanandChiefExecutiveOfficerofCurtisMathesCorporation (“theCompany”)certifythat:
1. I have reviewed the Disclosure Statements for the Three and Nine months ended September 30, 2023 and 2022of Curtis Mathis Corp.;
2. Based on my knowledge, this disclosure statement does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading
with respect to the period covered by this disclosure statement; and
3. Based on my knowledge, the financial statements, and other financial information included or incorporated by reference in this
disclosure statement, fairly present in all material respects the financial condition, results of operations and cash flows of the issuer as of, and for, the periods presented in this disclosure statement.
November 14, 2023
/s/ Robert Manes Robert Manes
Chairman and Chief Executive Officer
Chief Financial Officer:
I,MichaelMartini,asChiefFinancialOfficerofCurtisMathesCorporation (“theCompany”)certifythat:
1. I have reviewed the Disclosure Statements for the Three and Nine months ended September 30, 2023 and 2022 of Curtis Mathis Corp.;
2. Based on my knowledge, this disclosure statement does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading
with respect to the period covered by this disclosure statement; and
3. Based on my knowledge, the financial statements, and other financial information included or incorporated by reference in this
disclosure statement, fairly present in all material respects the financial condition, results of operations and cash flows of the issuer as of, and for, the periods presented in this disclosure statement.
November 14, 2023
/s/ Michael Martini Michael Martini
Chief Financial Officer
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