UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-K
☒ ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
For the Fiscal Year Ended December 31, 2024
OR
☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
Commission File Number 000-56397
LUCENT, INC.
(Name of Small Business Issuer in its charter)
Nevada |
| 3692 |
| 83-4057513 |
(State or Other Jurisdiction of Incorporation or Organization) |
| (Primary Standard Industrial Classification Number)
|
| (IRS Employer Identification Number) |
Steven Arenal
5151 California Ave. Suite 100
Irvine, CA 92617
949 251-1470
(Address, including zip code, and telephone number, including area code, of registrant’s principal executive offices)
Byron Thomas, Esq.
3275 S. Jones, Blvd., Ste 104
Las Vegas Nevada 89146
702-747-3103
(Name, address, including zip code, and telephone number, including area code, of agent for service)
Copies to:
Byron Thomas, Esq.
3275 S. Jones, Blvd., Ste 104
Las Vegas Nevada 89146
702 747-3103
Securities registered pursuant to Section 12(b) of the Act:
Tile of each class |
| Trading Symbol(s) |
| Name of each exchange on which registered |
N/A |
| N/A |
| N/A |
Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act. Yes ☐ No ☒
Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the Act. Yes ☐ No ☒
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Indicate by check mark whether the registrant (1) has filed all reports to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes ☒ No ☐
Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T during the preceding 12 months (or for such shorter period that the registrant was required to submit such files). Yes ☐ No ☒
Indicate by check mark if disclosure of delinquent filers pursuant to Item 405 of Regulation S-K is not contained herein, and will not be contained, to the best of registrant’s knowledge, in definitive proxy or information statements incorporated by reference in Part III of this Form 10-K or any amendment to this Form 10-K ☐
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act.
Large accelerated filer | ☐ | Accelerated filer | ☐ |
Non-accelerated filer | ☒ | Smaller reporting company | ☒ |
| Emerging growth company | ☐ | |
If an emerging growth company, indicate by checkmark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐
If securities are registered pursuant to Section 12(b) of the Act, indicate by check mark whether the financial statements of the registrant included in the filing reflect the correction of an error to previously issued financial statements. ☐
Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Act): Yes ☐ No ☒
On June 30, 2024, the last business day of the registrant’s most recently completed second fiscal quarter, the aggregate market value of the registrant’s common stock held by non-affiliates of the registrant was approximately $0.
As of April 14, 2025, the Company had 15,600,000 outstanding shares of common stock.
ii
LUCENT, INC.
TABLE OF CONTENTS
iii
FORWARD-LOOKING STATEMENTS
This report includes “forward-looking statements” within the meaning of Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities and Exchange Act of 1934, as amended. All statements other than statements of historical facts are “forward-looking statements” for purposes of these provisions, including any projections of earnings, revenues or other financial items, any statement of the plans and objectives of management for future operations, any statements concerning proposed new products or strategic arrangements, any statements regarding future economic conditions or performance, and any statement of assumptions underlying any of the foregoing. In some cases, forward-looking statements can be identified by the use of terminology such as “may,” “will,” “expects,” “plans,” “anticipates,” “estimates,” “potential,” “intends”, or “continue” or the negative thereof or other comparable terminology. Although the Company and its management believe that the expectations reflected in the forward-looking statements contained herein are reasonable, there can be no assurance that such expectations or any of the forward-looking statements will prove to be correct, and actual results could differ materially from those projected or assumed in the forward-looking statements. The Company’s future financial condition and results of operations, as well as any forward-looking statements, are subject to inherent risks and uncertainties, including but not limited to the Risk Factors set forth under Item 1A, and for the reasons described elsewhere in this report. All forward-looking statements and reasons why results may differ included in this report are made as of the date hereof, and we assume no obligation to update these forward-looking statements or reasons why actual results might differ.
iv
Overview
The Company was formed on December 5, 2017 in the State of Nevada as a “C” corporation.
Business Strategy
Lucent, Inc. has a wholly owned subsidiary Dijiya Energy Saving Technology, Inc.
Lucent’s mission is to revolutionize the AI datacenter and cloud computing industry by AI applications platform and harnessing the power of clean energy. With offices in Irvine, CA and Taipei, Taiwan, Lucent is committed to providing sustainable, reliable & high-performance solutions that empower businesses and public sectors to thrive in a digital world. Through collaboration & partnership with governments, businesses and communities, and unwavering dedication to environmental responsibility, Lucent strives to create a brighter, cleaner future for all.
On December 31, 2024, the Company entered into an Agreement for the purchase of graphite and other mineral concessions in Mexico ensuring a vital supply for the Companies future.
Our executive offices are located at 5151 California Ave. Suite 100Fourth Irvine, CA 92617. Our telephone number is 310-702-4178.
MINERAL RESOURCE POTENTIAL
With only 20% of explored area, “EL MUNDO” Gold mine has a potential of 83,100 Oz of Au, and “LOS PONCHOS” Gold Mine has a potential of 45,000 Oz of Au, for a combined potential of 128,100 Oz of Au. Both mines are located inside the Caborca Orogenic Gold Belt (COGB) of Northwestern Sonora.
Sampling campaigns and drilling are necessary to determine additional mineral resources at both gold mines.
1
LOCATION
Caborca Orogenic Gold Belt (COGB)
MINERALIZATIION
The Caborca Orogenic Gold Belt (COGB) is approximately 600 kilometers long and 60 to 80 km wide, trends northwest, and extends from west-central Sonora to southern Arizona and California. COGB contains mineralized gold-rich quartz veins that contain free gold associated with white mica (sericite), carbonate minerals (calcite and ankerite), and sulfides such as pyrite and galena. Geochronologic studies exist for parts of the COGB, and previous work was concentrated in mining districts. These previous studies recorded mineralization ages of approximately 70 to 40 Ma. Therefore, some workers proposed that the orogenic gold mineralization in the region occurred during a single pulse that was associated with the Laramide Orogeny that took place during the Cretaceous to early Eocene in the western margin of North America, as described in USGS Report The Laramide Caborca orogenic gold belt of northwestern Sonora, Mexico: https://pubs.usgs.gov/publication/ofr20161008
2
"El Mundo" vein with explored depths of 2 to 5 m and length of 750 m in addition to a mining development with a 25 meters shaft and a 7-meter crossing where the structure was intercepted at 6 meters.
The first sampling campaign made by Grupo Frisco (Subsidiary of Grupo Carso SAB de CV, owned by Carlos Slim) at El Mundo vein resulted in gold values of 4.75 to 17.75 g/t Au.
The second sampling campaign made by Grupo Fresnillo (Subsidiary of Fresnillo PLC, a Publicly traded London Stock Exchange company) at “El Mundo” Vein resulted in gold values of 2.5 to 8.7 g/t Au.
The “La Jani” vein samples (parallel to “EL Mundo” vein) resulted in gold values of 1.54 to 4.04 g/t Au.
3
“El Mundo” vein | “La Jani” vein |
|
|
As far as “Los Ponchos”, it is suggested a second mapping campaign and boring, (with a drill rig of greater capacity to reach greater depth and quality in the samples) in addition to continuing the analysis by cyanidation by nature of the type of gold.
4
Gold Mines in operation near the El MUNDO mining concession:
·La Herradura, Fresnillo PLC (LSE:FRES.L)+(OTCM:FNLPF)– 10 Million Oz of Au
·Noche Buena, Fresnillo PLC (LSE:FRES.L)+(OTCM:FNLPF) – 1.1 Million Oz of Au
·Tajitos, Fresnillo PLC (LSE:FRES.L)+(OTCM:FNLPF) – 1 Million Oz of Au
·Soledad y Dipolos, Fresnillo PLC (LSE:FRES.L)+(OTCM:FNLPF) – 450k Oz of Au
·Santa Elena, Mexus Gold US (OTCBB: MXSG) – 320k Oz of Au
·La Choya, Hecla Mining (NYSE:HL) – 310k Oz of Au
Gold Mines in operation near LOS PONCHOS mining concession:
·La Colorada, Argonaut Gold LLC (ARNGF) – 3 Million Oz of Au
·La Perla, IMR Bonanza – 1 Million Oz of Au
·San Antonio, Osisko Mining, 500k Oz of Au
·El Tambor, Mexital Mining – undisclosed Oz of Au
5
PROPERTY DESCRIPTION
“El Mundo” claim has a total of 9 hectares and “Amalia” claim has 91 hectares for a total of 100 hectares, surrounded by three claims, Amalia 1, Amalia 2, Amalia 3, with a total of 1474.05 hectares that can be negotiated for purchase and with these the total Oz of gold will multiply.
Claim | Hectares | Title | Validity | Owner | |
El Mundo | 9 | 189618 | 29/05/1988 | 29/05/2038 | Ing. Tomas Ramírez López |
Amalia | 91 | 224137 | 29/11/2004 | 29/11/2054 | Ing. Tomas Ramírez López |
Los Ponchos | 45 | 236494 | 06/07/2010 | 05/07/2060 | Geo Luis Heriberto Ramírez |
Los Poncho 2 | 48 | 244341 | 11/08/2015 | 29/11/2054 | Ing. Tomas Ramírez López |
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MEXICO’S MINING and MINERALS
Mexico’s rich mining industry is among the top leading-best prospect industry sectors for U.S. companies.
As the world’s top producer of silver and twelve other distinct minerals, Mexico’s mining sector represents a leading opportunity for U.S. exporters. The industry has grown over ten percent annually since 2017. In stark contrast to other sectors that suffered from the pandemic for the last two years, Mexico’s mining production increased by 23 percent in 2021.
Mexico is a large exporter of mining products; with a trade balance surplus of USD 14.87 billion in 2021. Mexican exports of minerals and ores to the world totaled USD 18.9 billion in the same year.
The United States relies 100% on imported fluorspar, graphite, manganese, and strontium imports from Mexico and other countries.
Investment in Mexico’s mining industry has slowed as the current López Obrador Administration has placed a hold on issuing new mining concessions. The U.S. has a strong presence in Mexico’s mining industry with thirty-two companies, led by Newmont and Coeur Mining, having operations or significant investments in the country.
Metallurgy
Grupo Mexico, Met-Mex Peñoles, and Fresnillo PLC are the three main mining producers in Mexico, accounting for 82 percent of market value. They are Mexico’s largest producers of metallic ores supplying the national steel industry in Mexico. Despite their strong supply capabilities, Mexico imported USD 1.8 billion worth of metal ores from the United States in 2021 (NAICS 2122).
Exploration
The sector lacks enough suppliers of exploration services and perforation technologies. Mexican Government officials have expressed concern about the decrease in exploration investment over the last few years. In 2022, exploration will still be a priority for the Mexican Government in the mining sector.
Lithium Production
With the interest of developing of a local supply chain of processed lithium, battery manufacturers could start establishing plants in Mexico. However, it may take years to see a fully developed lithium industry. Mexico nationalized lithium mining and extraction in April 2022, giving a state-run company exclusive rights to mine lithium. The U.S. Geological Survey (USGS) reports it has identified resources of 1.7 million tons of lithium, positioning Mexico 10th globally. However, the deposits are largely held in clay substrates that are not yet accessible with current technology. Nevertheless, U.S. technology could be the key to unlocking the lithium believed to be in these deposits.
Capital Equipment
Mexico is the United States’ second-largest trade partner for construction and mining machinery, after Canada.
Barriers
U.S. suppliers to the mining industry face no commercial barriers for entering this market.
Mexico - Mining and Minerals: https://www.trade.gov/country-commercial-guides/mexico-mining-and-minerals
See Exhibit 99.1 “SUMMARY TECHNICAL REPORT” for more information.
7
SITE PHOTOS
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8
9
10
Marketing
The Company will begin its marketing program online where our potential customers are most probably able and willing to associate.
Advertising
With limited funds, The Company will rely on management for advertising decisions. The company has developed an overall advertising scenario which it has implemented in preliminary form. As more funds become available the advertising budget will increase in a commensurate fashion.
Employees
As of December 31, 2024, we had ten (10) part time employees, including management. We consider our relations with our employees to be good.
Research and development activities and costs
We have not incurred any research and development costs to date.
We are a smaller reporting company as defined by Rule 12b-2 of the Exchange Act and are not required to provide the information under this item.
Item 1B. Unresolved Staff Comments.
As of December 31, 2024, there are no unresolved Staff Comments.
We currently rent offices in California and Taiwan. We believe these facilities are in good condition, but that we may need to expand our leased space as our research and development efforts increase.
There are no legal actions pending against us nor any legal actions contemplated by us at this time.
Item 4. Mine Safety Disclosures
Not Applicable.
11
Item 5. Market for Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities.
Market for Common Equity
The Company trades on the OTCQB under the symbol LUCN. The high for the last two quarters of 2024 was 4.63 and the low $1.50. The Company has no equity compensation plans and there are no shares of common stock issuable upon the exercise of outstanding options or warrants to purchase, or securities convertible into, common stock of the Company. Other than the registered offering for shareholders pursuant to Registration there is no common equity being, or publicly proposed to be, publicly offered by the Company, the offering of which could have a material effect on the market price of the Company’s common equity.
Holders
As on December 31, 2024, the Company had 15,600,000 shares of our common stock issued and outstanding held by 54 share holders
Dividend Policy
We have never declared or paid any dividends on our common stock. We currently expect to retain all available funds and future earnings, if any, for use in the operation and growth of our business and do not anticipate paying any cash dividends in the foreseeable future. Any future determination to pay dividends will be at the discretion of our Board, subject to compliance with applicable law and any contractual provisions, including under any agreements for indebtedness we may incur, that restrict or limit our ability to pay dividends, and will depend upon, among other factors, our results of operations, financial condition, earnings, capital requirements and other factors that our Board deems relevant.
Securities Authorized for Issuance under Equity Compensation Plans:
The Company does not have any equity compensation plans.
Recent Sales of Unregistered Securities:
None.
Securities Authorized for Issuance under Equity Compensation Plans:
The Company does not have any equity compensation plans.
Recent Sales of Unregistered Securities:
In 2024, 10,000,000 shares were issued for the acquisition of Lucent, Inc. the company’s wholly owned subsidiary.
Item 6. Selected Financial Data.
The Index to Financial Statements and Schedules appears on page 13.
See financial exhibit 99.2 included with this 10K.
Item 7. Management’s Discussion and Analysis of Financial Condition and Results of Operations
The following discussion of our financial condition and results of operations should be read in conjunction with our financial statements and the related notes, and other financial information contained in this prospectus.
Item 7A. Quantitative and Qualitative Disclosures about Market Risk.
Not Applicable to Smaller Reporting Companies.
12
Item 8. Financial Statements and Supplementary Data.
LUCENT, INC.
TABLE OF CONTENTS
DECEMBER 31, 2024
|
| Page |
Financial Statements |
|
|
|
|
|
| F-1 | |
Statements of Operations for the Years ended December 31, 2023 and 2024 |
| F-2 |
Statements of Cash Flows for the Years ended December 31, 2023 and 2024 |
| F-3 |
| F-4 |
13
LUCENT, INC.
| December 31, 2023 |
| December 31, 2024 | ||
ASSETS |
|
|
|
|
|
Current Assets |
|
|
|
|
|
Cash | $ | - |
| $ | - |
Total Current Assets |
| - |
|
| 95,279,936 |
|
|
|
|
|
|
Total Assets | $ | - |
| $ | - |
|
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LIABILITIES AND STOCKHOLDERS’ DEFICIT |
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Liabilities |
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Current Liabilities |
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Account Payable | $ | 16,715 |
| $ | 10,920 |
Due to Related Party |
| 16,350 |
|
| 6,800 |
Total Current Liabilities |
| 33,065 |
|
| 17,720 |
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Total Liabilities | $ | 33,065 |
| $ | 17,720 |
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STOCKHOLDERS’ DEFICIT |
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Common stock; $0.001 par value, 75,000,000 shares authorized; 5,600,000 and 15,600,000 shares issued and outstanding as of December 31, 2023 and December 31, 2024, respectively |
| 5,600 |
|
| 15,600 |
Additional Paid-in Capital |
| 80,415 |
|
| 80,415 |
Accumulated Deficit |
| (119,080) |
|
| (95,409,016) |
Total Stockholders’ Deficit |
| (33,065) |
|
| (17,720) |
|
|
|
|
|
|
Total Liabilities and Stockholders’ Deficit | $ | - |
| $ | - |
The accompanying notes are an integral part of these audited financial statements.
F-1
LUCENT, INC.
| For the Years Ended December 31, | ||||
| 2023 |
| 2024 | ||
REVENUES | $ | - |
| $ | - |
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EXPENSES |
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General and Administrative Expenses |
| 8,070 |
|
| 8,000 |
Professional Fees |
| 7,275 |
|
| 7,000 |
Total Expenses |
| 15,345 |
|
| 15,000 |
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Net Loss | $ | (15,345) |
| $ | (15,000) |
|
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Net Loss per Common Share - Basic | $ | (0.00) |
| $ | (0.00) |
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Weighted Average Common Shares Outstanding- Basic |
| 5,600,000 |
|
| 5,600,000 |
The accompanying notes are an integral part of these audited financial statements.
F-2
| For the Years Ended December 31, | ||||
| 2023 |
| 2024 | ||
Cash Flows from Operating Activities: |
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Net Loss for the Year | $ | (15,345) |
| $ | (15,000) |
Adjustments to Reconcile Net Loss to Net Cash Used in Operating Activities |
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Increase (Decrease) in Accounts Payable |
| 5,795 |
|
| 1,120 |
Net Cash Used in Operating Activities |
| (9,550) |
|
| (13,880) |
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Cash Flows from Investing Activities: |
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Net Cash Provided by Investing Activities |
| - |
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| - |
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Cash Flows from Financing Activities: |
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Proceeds from related party |
| 9,550 |
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| 5,800 |
Net Cash Provided by Financing Activities |
| 9,550 |
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| 5,800 |
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Net Increase in Cash, Cash Equivalents, and Restricted Cash |
| - |
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| - |
Cash, Cash Equivalents, and Restricted Cash at Beginning of Year |
| - |
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| - |
Cash, Cash Equivalents, and Restricted Cash at End of Year | $ | - |
| $ | - |
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Supplemental Cash Flow Information: |
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Interest Paid in Cash | $ | - |
| $ | - |
Income Taxes paid in Cash | $ | - |
| $ | - |
The accompanying notes are an integral part of these audited financial statements.
F-3
LUCENT, INC.
December 31, 2024
NOTE 1 - ORGANIZATION AND NATURE OF BUSINESS
Lucent, Inc. (“the Company”, “we”, “us” or “our”) was incorporated on December 5, 2017 in the State of Nevada. The Company was created to be the simplest way to get paid or pay anyone from a mobile device. With this application you can pay a bartender, barista, server, musician, valet attendant, concierge, traveling pet groomer, nail technician or pool service but have no cash. The Company is a solution to pay and to get paid without exchanging personal information.
Lucent, Inc. has a wholly owned subsidiary Dijiya Energy Saving Technology, Inc.
Lucent’s mission is to revolutionize the AI datacenter and cloud computing industry by AI applications platform and harnessing the power of clean energy. With offices in Irvine, CA and Taipei, Taiwan, Lucent is committed to providing sustainable, reliable & high-performance solutions that empower businesses and public sectors to thrive in a digital world. Through collaboration & partnership with governments, businesses and communities, and unwavering dedication to environmental responsibility, Lucent strives to create a brighter, cleaner future for all.
On December 31, 2024, the Company entered into an Agreement for the purchase of graphite and other mineral concessions in Mexico ensuring a vital supply for the Companies future.
Our executive offices are located at HaShmura St. 1, ZihronYa’akov, Israel
NOTE 2 - GOING CONCERN
The accompanying financial statements have been prepared in conformity with generally accepted accounting principles, which contemplate continuation of the Company as a going concern. As a development-stage company, the Company had no revenues and incurred losses as of December 31, 2023. The Company currently has limited working capital and has not completed its efforts to establish a stabilized source of revenues sufficient to cover operating costs over an extended period of time.
Management anticipates that the Company will be dependent, for the near future, on additional investment capital to fund operating expenses. The Company intends to position itself so that it will be able to raise additional funds through the capital markets. In light of management’s efforts, 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 3 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
Basis of Presentation
The accompanying financial statements have been prepared in accordance with generally accepted accounting principles in the United States of America, and pursuant to the rules and regulations of the Securities and Exchange Commission (the “SEC”) and reflect all adjustments, consisting of normal recurring adjustments, which management believes are necessary to fairly present the financial position, results of operations and cash flows of the Company for the year ended December 31, 2024.
Cash and Cash Equivalents
The Company considers all highly liquid investments with the original maturities of six months or less to be cash equivalents. The Company had $0 of cash as at December 31, 2024.
Income Taxes
The Company recognizes the tax effects of transactions in the year in which such transactions enter into the determination of net income, regardless of when reported for tax purposes.
F-4
Revenue Recognition
We recognize revenue in accordance with Accounting Standards Codification (“ASC”) 606, Revenue from Contracts with Customers (“ASC 606”). The ASC 606’s stated core principle is that an entity should recognize revenue to depict the transfer of promised goods or services to customers in an amount that reflects the consideration to which the entity expects to be entitled in exchange for those goods or services. To achieve this core principle, ASC 606 includes provisions within a five-step model that includes identifying the contract with a customer, identifying the performance obligations in the contract, determining the transaction price, allocating the transaction price to the performance obligations, and recognizing revenue when, or as, an entity satisfies a performance obligation.
Use of Estimates
The preparation of financial statements in conformity with generally accepted accounting principles requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date the financial statements and the reported amount of revenues and expenses during the reporting period. Actual results could differ from those estimates.
Fair Value of Financial Instruments
AS topic 820 “Fair Value Measurements and Disclosures” establishes a three-tier fair value hierarchy, which prioritizes the inputs in measuring fair value. The hierarchy prioritizes the inputs into three levels based on the extent to which inputs used in measuring fair value are observable in the market.
These tiers include:
Level 1: defined as observable inputs such as quoted prices in active markets;
Level 2: defined as inputs other than quoted prices in active markets that are either directly or indirectly observable; and
Level 3: defined as unobservable inputs in which little or no market data exists, therefore requiring an entity to develop its own assumptions.
The carrying value of cash approximates its fair value due to its short-term maturity.
Basic and Diluted Net Loss per Common Share
Basic loss per common share is computed by dividing the net loss by the weighted average number of shares of common stock outstanding for each period. Diluted loss per share is computed by dividing the net loss by the weighted average.
number of shares of common stock outstanding plus the dilutive effect of shares issuable through the common stock equivalents. The weighted-average number of common shares outstanding excludes common stock equivalents because their inclusion would be anti-dilutive.
Comprehensive Income
Comprehensive income is defined as all changes in stockholders’ deficit, exclusive of transactions with owners, such as capital investments. Comprehensive income includes net income or loss, changes in certain assets and liabilities that are reported directly in equity such as translation adjustments on investments in foreign subsidiaries and unrealized gains (losses) on available-for-sale securities. As of December 31, 2024, there were no differences between our comprehensive loss and net loss.
Recent Accounting Pronouncements
We have reviewed all the recently issued, but not yet effective, accounting pronouncements and we do not believe any of these pronouncements will have a material impact on the Company.
F-5
NOTE 4 – STOCKHOLDERS’ EQUITY
The Company has 75,000,000, $0.001 par value shares of common stock authorized.
On December 5, 2017, the company issued a total of 3,000,000 common shares to its founder for a cash contribution of $21,000.
During the quarter ended December 31, 2018, the company issued a total of 1,170,000 common shares to various investors for cash proceeds of $29,250.
During the quarter ended March 31, 2019, the company issued a total of 1,430,000 common shares to various investors for cash proceeds of $35,750. During this shares issue, $35 was received in excess from an investor which has showed in subscription received in balance sheet. It was repaid to the investor subsequently.
In the fourth quarter ended December 31, 2024, the company issued 10,000,000 common shares pursuant to the acquisition of Lucent, Inc. the company’s wholly owned subsidiary.
There were 5,600,000 shares of common stock issued and outstanding as of December 31, 2023 and 15,600,000 as of 2022.
NOTE 5 – COMMITMENT AND CONTINGENCIES
The company is not currently involved with and does not know of any pending or threatening litigation against the Company.
NOTE 6 – SUBSEQUENT EVENTS
The Company evaluated all events or transactions that occurred after December 31, 2024, through April 14, 2024. The Company determined that it does not have any subsequent event requiring recording or disclosure in the financial statements for the period ended December 31, 2024.
F-6
Item 9. Changes in and Disagreements with Accountants on Accounting and Financial Disclosure.
There are none.
Item 9A. Controls and Procedures.
Evaluation of Disclosure Controls and Procedures
The Chief Executive Officer and the Chief Financial Officer of the Company handles all aspects of the company.
Based upon that evaluation, the Chief Executive Officer and the Chief Financial Officer concluded that the Company’s disclosure controls and procedures were ineffective as of December 31, 2023 due to the Company’s small size and a lack of segregation of duties.
Changes in Internal Control Over Financial Reporting
There were no changes in the Company’s internal control over financial reporting during the year ended December 31, 2024 that have materially impacted, or are reasonably likely to materially impact, the Company’s internal control over financial reporting.
Management’s Annual Report on Internal Control Over Financial Reporting
Management is responsible for establishing and maintaining adequate internal control over financial reporting (as defined in Rules 13a-15(f) and 15d-15(f) under the Securities Exchange Act of 1934). Internal control over financial reporting is a process designed by, or under the supervision of the Company’s Chief Executive Officer and the Chief Financial Officer and implemented by the Company’s Board of Directors, management and other personnel, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles in the United States of America (“GAAP”).
The Company’s internal control over financial reporting includes those policies and procedures that: i) pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of the assets of the Company; ii) provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with GAAP, and that receipts and expenditures of the Company are made only in accordance with authorizations of management and directors of the Company; and iii) provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use or disposition of the Company’s assets that could have a material impact on the financial statements.
The Company’s management, including the Chief Executive Officer and the Chief Financial Officer, does not expect that the Company’s disclosure controls and procedures, or the Company’s internal controls over financial reporting, will necessarily prevent all fraud and material errors. An internal control system, no matter how well conceived and operated, can provide only reasonable, not absolute, assurance that the objectives of the control system are met. Further, the design of a control system must reflect the fact that there are resource constraints, and the benefits of controls must be considered relative to their costs. Because of the inherent limitations on all internal control systems, the Company’s internal control system can provide only reasonable assurance of achieving its objectives and no evaluation of controls can provide absolute assurance that all control issues and instances of fraud, if any, within the Company have been detected. These inherent limitations include the realities that judgments in decision-making can be faulty, and that breakdowns can occur because of a simple error or mistake. Additionally, controls can be circumvented by the individual acts of some persons, by collusion of two or more people, or by management override of the control. The design of any system of internal control is also based in part upon certain assumptions about the likelihood of future events, and can provide only reasonable, not absolute, assurance that any design will succeed in achieving its stated goals under all potential future conditions. Over time, controls may become inadequate because of changes in circumstances, or because the degree of compliance with the policies and procedures may deteriorate.
Management of the Company, including the Chief Executive Officer and Chief Financial Officer, conducted an evaluation of the effectiveness of the Company’s internal control over financial reporting as of December 31, 2023 and determined that controls are ineffective due to the Company’s small size and lack of segregation of duties.
13
This annual report does not include an attestation report by our registered public accounting firm regarding internal control over financial reporting. Management’s report was not subject to attestation by our registered public accounting firm pursuant to rules of the Securities and Exchange Commission that permit us to provide only our management report in this annual report.
None.
Item 10. Directors, Executive Offices and Corporate Governance
The following table sets forth the names and ages of our current directors and executive officers, the principal offices and positions held by each person:
Name |
| Age |
| Positions |
Steven Arenal |
| 59 |
| Pres, Sec, Treas, Dir, CEO, CFO |
Steven Arenal, President, Chief Executive Officer, and Member of Board of Directors
After starting his career in commercial finance with Fuji Bank, Steve worked at Mellon Financial, and Lockheed. Steve has initiated strategic acquisitions for European, Japanese and American companies as they expanded into new markets. Steve brings nearly 22 years of International finance expertise to Hutton Private Finance. Specializing in corporate brokering, corporate finance, and M&A, Steve has worked with and represented companies mostly in the middle market, and has been involved in deals with the largest private equity funds. Steve helped start an industrial bank. He has spent 15 years placing equity into deals from a family office. He has an MBA along with other graduate certificates in business and economics.
Term of office
Our directors are appointed to hold office until the next annual general meeting of our stockholders or until removed from office in accordance with our bylaws. Our officers are appointed by our Board of Directors and hold office until removed by the Board, absent an employment agreement.
Significant employees and consultants
As of the date hereof, the Company has no significant employees.
Code of ethics
We have not adopted a Code of Ethics.
Item 11. Executive Compensation
Currently our officer and director receive no compensation for his services during the development stage of our business operations. He is reimbursed for any out-of-pocket expenses he may incur on our behalf.
In the future, once revenue is being generated, we may approve payment of salaries for our officer and director, but currently, no such plans have been approved. No officer or director salaries will be paid from the proceeds of this offering. We do not have any employment agreements in place with our officer and director. We also do not currently have any benefits, such as health or life insurance, available to our employee.
Stock option grants
We had no outstanding equity awards as of the end of the fiscal periods ended December 31, 2023 or through the date of filing of this prospectus.
14
Employment agreements
We have not entered into an employment agreement with any person. We have no plans to compensate our executive officers in the foreseeable future.
Summary Compensation Table. The following table sets forth certain information concerning the annual and long-term compensation of our current president and secretary during the fiscal year:
Name and principal position |
| Year |
| Salary ($) |
| Bonus ($) |
| Option Awards ($) |
| Non-Equity Incentive Plan Compensation ($) |
| Nonqualified Deferred Compensation Earnings ($) |
| All Other Compensation ($) |
| Total ($) |
Steven Arenal |
| 2024 |
| - |
| - |
| - |
| - |
| - |
| - |
| - |
Raid Chalil |
| 2023 |
| - |
| - |
| - |
| - |
| - |
| - |
| - |
Raid Chalil |
| 2022 |
| - |
| - |
| - |
| - |
| - |
| - |
| - |
Item 12. Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters
The following table contains information as of the date of this filing as to the beneficial ownership of shares of common Stock of the Company of each person who was the beneficial owner of five (5%) percent or more of the outstanding shares of the Company.
PRINCIPAL STOCKHOLDERS
5% and greater shareholders’ beneficial ownership
Beneficial Owner |
| Address |
| Number of Shares Owned |
| Percent of Class |
|
|
|
|
|
|
|
Steven Arenal |
| 5151 California Ave. Suite 100 Irvine, CA 92617 |
| 13,000,000 |
| 83.57% |
The following table contains information as of the date of this filing as to the beneficial ownership of shares of common stock of the Company, as well as all persons as a group who were then officers and directors of the Company.
Management beneficial ownership
Title of Class |
| Name and Address (2) |
| Shares |
| Percent (1) |
|
|
|
|
|
|
|
Common Stock |
| Steven Arenal |
| 13,000,000 |
| 83.57% |
Description of capital stock
|
| Authorized and Issued Stock Number of Shares at December 31, 2024 | ||||
Title of Class |
| Authorized |
| Outstanding | ||
Common stock, $0.001 par value per share |
|
| 75,000,000 |
|
| 15,600,000 |
Item 13. Certain Relationships and Related Transactions, and Director Independence.
On December 5, 2017, we offered and sold 3,000,000 shares of common stock to Steven Arenal, our President, Treasurer and a director, for aggregate consideration of $21,000.
15
Item 14. Principal Accounting Fees and Services
The aggregate professional fees paid to our registered public accounting firm for its annual audit and quarterly reviews during the year ended December 31, 2023 and 2022 were as follows:
|
| 2023 |
| 2022 | ||
Audit Fees and Audit Related Fees: |
|
|
|
|
|
|
Ben Borgers |
| $ | - |
| $ | 5,500 |
Michael Gillespie & Associates, PLLC |
|
| 950 |
|
| - |
Richard Bolko |
|
| 3,000 |
|
| - |
Barton CPA, PLLC |
|
| 2,000 |
|
| - |
Tax Fees |
|
| - |
|
| - |
All Other Fees |
|
| - |
|
| - |
TOTAL |
| $ | 5,950 |
| $ | 5,500 |
In the above table, “audit fees” are fees billed by our Company’s external auditor for services provided in auditing our Company’s annual financial statements for the subject year. “Audit-related fees” are fees not included in audit fees that are billed by the auditor for assurance and related services that are reasonably related to the performance of the audit review of our company’s financial statements.
“Tax fees” are fees billed by the auditor for professional services rendered for tax compliance, tax advice and tax planning.
“All other fees” are fees billed by the auditor for products and services not included in the foregoing categories.
Item 15. Exhibits, Financial Statement Schedules
Exhibit |
| Description |
|
|
|
| Certification of CEO required by Rule 13a-14(1) or Rule 15d-14(a) of the Securities Exchange Act of 1934, as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 | |
|
|
|
| Certification of CFO required by Rule 13a-14(1) or Rule 15d-14(a) of the Securities Exchange Act of 1934, as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 | |
|
|
|
| Certification of CEO pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 and Section 1350 of 18 U.S.C. 63 | |
|
|
|
| Certification of CFO pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 and Section 1350 of 18 U.S.C. 63 | |
|
|
|
| Summary Technical Report | |
|
|
|
| USD $95.2M Assets Valuation as of Dec 31, 2024 |
16
Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.
| LUCENT, INC.ORATION |
| |
|
|
|
|
Dated: April 14, 2025 | By: | /s/ Steven Arenal |
|
|
| Steven Arenal |
|
|
| President, Secretary, Treasurer, CEO, Principal Executive Officer, Chief Financial Officer, Director |
|
Pursuant to the requirements of the Securities Exchange Act of l934, this Report has been signed below by the following persons on behalf of the Registrant and in the capacities and on the dates indicated.
Signature |
| Title |
| Date |
|
|
|
|
|
/s/ Steven Arenal |
| Chief Executive Officer |
| April 14, 2025 |
Steven Arenal |
| Chief Financial Officer |
|
|
17
