This Annual Report on Form 10-K contains forward-looking statements within the meaning of Rule 175 of the Securities Act of 1933, as amended, and Rule 3b-6 of the Securities Act of 1934, as amended, that involve substantial risks and uncertainties. These forward-looking statements are not historical facts, but rather are based on current expectations, estimates and projections about our industry, our beliefs and our assumptions. Words such as "anticipate," "expects," "intends," "plans," "believes," "seeks" and "estimates" and variations of these words and similar expressions are intended to identify forward-looking statements. These statements are not guarantees of future performance and are subject to risks, uncertainties and other factors, some of which are beyond our control and difficult to predict and could cause actual results to differ materially from those expressed or forecasted in the forward-looking statements. You should not place undue reliance on these forward-looking statements, which apply only as of the date of this Form 10-K. Investors should carefully consider all of such risks before making an investment decision with respect to the Company's stock. The following discussion and analysis should be read in conjunction with our financial statements and summary of selected financial data for Corporate Universe, Inc. Such discussion represents only the best present assessment from our Management.

Management's discussion and analysis of results of operations and financial condition ("MD&A") is a supplement to the accompanying consolidated financial statements and provides additional information on Corporate Universe, Inc.'s ("COUV" or the "Company') business, current developments, financial condition, cash flows and results of operations.





Description Of The Company

Based on recent world events, the need for energy security is a top of the geo-political agenda, furthering the need for sustainable, renewable energy. This has been recently highlighted by the US Government's recent investment of $30 billion in renewable energy development, which is expected to be replicated by other governments across the world.

Carbon-Ion is dedicated to the development of sustainable energy systems based on its proprietary supercapacitor technology.

The Company is positioning itself to lead its chosen markets in the UK and US by 2030 to keep pace with the worldwide goal of carbon-neutrality, initially through the development and deployment in grid services applications.

Carbon-Ion will work collaboratively to become the "go-to" partner in the industry for projects where improved management of power enables the optimization of current and future energy storage and delivery systems across a range of applications, from power grids to transportation.

Carbon Ion is developing next generation supercapacitor technology aimed at the grid and other energy storage applications.

We see both pure supercapacitor and hybrid solutions, by combining (the best in class battery solutions with supercapacitors), as the ways forward to deliver sustainable energy for the next three decades and a grid which is fit for the future. Supercapacitors are different but complimentary technology to batteries.

We are at the beginning of a forecasted once-in-a-century shift in moving away from fossil fuels to power our energy requirements across all demands for electricity. Key to this is the stability of the grid. Energy storage will be key to success in this transition with long, short and medium duration energy stores required to buffer the intermittency of renewable generation. Supercapacitors can, not only ensure stable frequency of the grid using short duration pulse power but also support lifetime (improving capex and opex) of medium duration storage and provide a bridge to long duration storage which may be slow to start.

Our super capacitor technology has applicability in these large and changing markets, enabling the transition to clean electricity generation without the fluctuations in frequency and supply which are inherent in renewable technologies.

We have spent the last decade developing a proprietary supercapacitor technology to meet these challenges. We believe that our technology enables a new category of supercapacitor that meets the requirements for broader market adoption. The Carbon-ion (C-ion) Supercapacitor technology that we are developing is being designed to offer greater energy density and safety when compared to today's conventional super capacitors and longer life and faster charging than batteries. Supercapacitors are best used when you need energy fast.

While current battery technology has demonstrated the benefits of EVs, principally in the premium passenger car market, there are fundamental limitations inhibiting widespread adoption of battery technology. They can catch fire easily, they use rare earth materials and have limited life span and the power delivery is compromised. They are not a universally applicable energy store.

Lamborghini recognised this in their recently launched supercar costing $2.5M the 'Sian' that has adopted regenerative braking using super capacitors as their first move to electric powertrains. Supercapacitors can deliver more power, more quickly than a battery solution. As part of the VW Group, Lamborghini elected to go a different route to the rest with their first ever hybrid car, and not follow the industry orthodoxy of a Lithium battery solution. As a result, we believe a hybrid solution using new super capacitor technology with complimentary battery technology represents the most promising path to unlock a mass market shift. A super capacitor can provide that immediate fast delivery (instant kick) mechanism and then once momentum and velocity is achieved the system moves over to battery power. In this way, the system can be better optimised for both cost and performance.

After 30 years of gradual improvements in conventional lithium-ion batteries we believe (like others in the industry) the market needs a step change in battery technology to make mass market EVs competitive with the fossil fuel alternative. We have gone, like Lamborghini's terzo millenio does, down a direct route to achieve this goal.






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We will continue developing our C-ion super capacitor technology with the goal of beginning transfer to commercial production in 2026. We have evaluated each of the elements required for initial success and calculated the high performance which we expect from their combination. We are now working to combine and optimize all components of the cell. We will then further develop volume manufacturing processes to enable high volume manufacturing and minimize manufacturing costs.

We are looking to raise funds that will enable us to expand and accelerate research and development activities and undertake additional initiatives. As well as continuing to develop our scientific and engineering capabilities at Milton Park Abingdon England, we will use third party pilot lines, to achieve our goal of being prepared to begin the transition to high volume manufacturing capability from 2026.

We intend to work closely with original equipment manufacturers ("OEMs") to make our cells widely available over time. We recognize that our supercapacitor technology has applicability in other large and growing markets including energy storage and other electricity grid type environments such a frequency response. We expect that the heavy transport industries such as shipping, trains, planes and nascent charging infrastructure will also be featured.

Our technology enables a variety of business models. In addition to joint ventures, we may look to operate solely-owned manufacturing facilities or license technology to other manufacturers. Where appropriate, we may sell know how, electrodes or other subassemblies rather than complete super capacitor cells. We intend to continue to invest in research and development beyond Gen 4.0 to improve super capacitor cell performance, improve manufacturing processes, and reduce cost subject to having raised sufficient funds to do this.

Carbon-Ion was founded to develop a new class of energy storage device with considerable functional improvements over commercially available supercapacitors.

The C-Ion cell will provide specific power characteristics much higher than a typical Li-ion cell. It is designed to be classified as non-flammable and non-hazardous for transport, allowing the product to be shipped easily and to comply with both current and future regulations.

Due to the method of energy storage, the cell has fewer moving parts electrochemically and can go through significantly more charge/discharge cycles and/or operate for many years of normal use.

The C-Ion cell is being designed for manufacture using technologies well known in high volume manufacture. This will enable Carbon-Ion to quickly scale-up production. Carbon-ion allows new products to be made and extra functions to be added to existing products, for example:





    ·   Improved energy storage allows the cell to be used as the principal method
        of energy storage in a far wider range of technologies than conventional
        supercapacitors

    ·   High specific power allows very fast charging

    ·   High specific power enables the extension of Li-ion battery lifetimes and
        reduction in battery size through peak shaving in hybrid applications

    ·   Improved safety protects customers, allows easy shipping and opens up
        applications in hazardous areas

    ·   Long cycle life allows energy storage to be installed for the entire
        lifetime of the device, reducing design complexity, eliminating service
        intervals and saving money




Critical Accounting Policies

Our significant accounting policies are summarized in Note 2 to our audited consolidated financial statements for the years ended December 31, 2022 and 2021. Certain of our accounting policies require the application of significant judgment by our management, and such judgments are reflected in the amounts reported in our consolidated financial statements. In applying these policies, our management uses judgment to determine the appropriate assumptions to be used in the determination of estimates. Those estimates are based on our historical experience, terms of existing contracts, our observance of market trends, information provided by our strategic partners and information available from other outside sources, as appropriate. Actual results may differ significantly from the estimates contained in our consolidated financial statements.






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Results of Operations

Twelve Months Ended December 31, 2022 vs. December 31, 2021





Revenues

Revenues for the twelve months ended December 31, 2022 were $0 as compared with $0 for the comparable prior year period, a change of $0, or 0%. The lack of revenue is due to the fact that the Company did not generate any sales in 2022 and 2021 from its supercapacitor technology.





Operating Expenses

Operating expenses for the twelve months ended December 31, 2022 were $2,166,103 as compared with $3,066,229 for the comparable prior year period, a decrease of $900,126 or 29%. The decrease in operating expenses is primarily attributable to decreases in officers' salaries and general salaries and wages of $458,278 and $867,625, respectively, directly related to continuing payment obligations made during 2021 related to the purchase of the business assets out of bankruptcy in 2020 and was offset by an increase in legal and professional fees of $274,364 primarily related to the cost of bringing the Company current with it's public company filing requirements.





Operating Loss

The net operating loss for the twelve months ended December 31, 2022 was $2,166,103 as compared with $3,066,229 for the comparable prior year period, a decrease of $900,126 or 29%. The decrease in net operating loss is directly attributable to the decrease in operating expenses described above.





Other Income (Expenses)

Our other income (expenses) for the twelve months ended December 31, 2022 was expense of $319,320 as compared to income of $51,693 for the comparable prior year period, a change of $371,013. This change was primarily related to the recording of a loss on intellectual property of $210,814 during the twelve months ended December 31, 2022 and the gain related to the settlement of the ZapGo rent obligation during the twelve months ended December 31, 2021 of $121,718.





Income Tax Credits

Income tax credits for the twelve months ended December 31, 2022 were $330,183 as compared to $437,994 for the comparable period prior year period, a decrease of $107,811 or 25%. These credits are R&D tax credits allowed in the UK for certain payroll and related costs incurred by Oxion. The credit for the twelve months ended December 31, 2022 is less than the credit for the comparable prior year period due a reduced level of payroll in the UK.





Net Loss

Our net loss for the twelve months ended December 31, 2022 was $2,155,240 as compared with $2,576,542 for the comparable prior year period, a decrease of $421,302 or 16%. This decrease is attributable to the decrease in operating expenses of $900,126 offset by the decrease in other income (expense) of $371,013 and the decrease in income tax credits of $107,811 as described above.

Current Liquidity and Capital Resources for the Twelve Months Ended December 31, 2022 compared to Twelve Months Ended December 31, 2021





                                                           2022             2021
Summary of Cash Flows:
Net cash used in operating activities                  $ (1,625,540 )   $ (1,806,494 )
Net cash used in investing activities                      (819,295 )       (278,854 )
Net cash provided by financing activities                 3,036,645        2,054,375
Foreign currency translation                               (130,791 )         26,668
Net increase (decrease) in cash and cash equivalents        461,019           (4,305 )
Beginning cash and cash equivalents                           3,208            7,513
Ending cash and cash equivalents                       $    464,227     $      3,208





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Operating Activities

Cash used in operations of $1,625,540 during the year ended December 31, 2022 was primarily a result of our $2,155,240 net loss reconciled with our net non-cash expenses relating to amortization of right of use assets and loss on impairment of intellectual property as well as changes in prepaid expenses, income tax credits receivable, security deposits, accounts payable and accrued expenses, payroll taxes payable, and operating lease liabilities. Cash used in operations of $1,806,494 during the year ended December 31, 2021 was primarily a result of our $2,576,542 net loss reconciled with our net non-cash expenses relating to amortization of right of use assets as well as changes in deferred legal fees, prepaid expenses, income tax credits receivable, COVID-19 HM furlough support, security deposits, accounts payable and accrued expenses, and payroll taxes payable.





Investing Activities

Cash used in investing activities of $819,295 during the year ended December 31, 2022 was primarily a result of $697,570 for the acquisition of property and equipment for the new laboratory as well as $121,725 for additional purchases of intellectual property. Cash used in investing activities of $278,854 during the year ended December 31, 2021 was primarily a result of $265,961 used in the acquisition of intellectual property.





Financing Activities

Cash provided by financing activities of $3,036,645 during the year ended December 31, 2022 consisted primarily of proceeds from the issuance of common stock of $1,446,999, notes payable of $770,597, convertible notes payable of $206,500 and advances from stockholders of $605,049. Cash provided by financing activities of $2,054,375 during the year ended December 31, 2021 consisted primarily of proceeds from the issuance of preferred stock of $1,754,160, notes payable issued to related parties of $585,000, and repayment of loan obligations of $191,268.





Future Capital Requirements

Our capital requirements for 2023 will depend on numerous factors, including management's evaluation of the timing of projects to pursue. Subject to our ability to generate revenues and cash flow from operations and our ability to raise additional capital (including through possible joint ventures, acquisitions, and/or partnerships), we expect to incur substantial expenditures to carry out our business plan, as well as costs associated with our capital raising efforts and being a public company.

The sale of additional equity or debt securities may result in additional dilution to our shareholders. Any such required additional capital may not be available on reasonable terms, if at all. If we were unable to obtain additional financing, we may be required to reduce the scope of, delay or eliminate some or all of our planned activities and limit our operations which could have a material adverse effect on our business, financial condition and results of operations.





Inflation

The amounts presented in our consolidated financial statements do not provide for the effect of inflation on our operations or financial position. The net operating losses shown would be greater than reported if the effects of inflation were reflected either by charging operations with amounts that represent replacement costs or by using other inflation adjustments.

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.





Going Concern

We have not attained profitable operations and are dependent upon obtaining financing to pursue any extensive activities. For these reasons, our auditors stated in their report on our audited financial statements that they have substantial doubt that we will be able to continue as a going concern without further financing.

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