EX-99.2 5 ex99-2.htm

 

Exhibit 99.2

 

 

SEMICAB, INC.

 

CONSOLIDATED FINANCIAL STATEMENTS

 

For the Years Ended December 31, 2023 and December 31, 2022

And the Three Months Ended March 31, 2024

 

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SEMICAB INC.

INDEX TO THE CONSOLIDATED FINANCIAL STATEMENTS

 

  Pages
Report of Independent Registered Public Accounting Firm 3
Consolidated Balance Sheets as of March 31, 2024 (Unaudited) and Years Ended December 31, 2023 and December 31, 2022 4
Consolidated Statements of Operations for the Years Ended December 31, 2023 and December 31, 2022 5

 

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Report of Independent Registered Public Accounting Firm

 

To the Shareholder and the Board of Directors of

SemiCab, Inc.

 

Opinion on the Financial Statements

 

We have audited the accompanying consolidated balance sheet of SemiCab, Inc. (the “Company”) as of December 31, 2023 and 2022, and the related consolidated statements of operations and comprehensive loss, stockholders’ equity and cash flows for the years then ended, and the related notes (collectively referred to as the “financial statements”). In our opinion, the financial statements present fairly, in all material respects, the financial position of the Company as of December 31, 2023 and 2022, and the results of its operations and its cash flows for the years then ended in conformity with accounting principles generally accepted in the United States of America.

 

GOING CONCERN

 

The accompanying financial statements have been prepared assuming that the Company will continue as a going concern. The Company has suffered substantial net losses and negative cash flows from operations in recent years and is dependent on debt and equity financing to fund its operations, all of which raise substantial doubt about the Company’s ability to continue as a going concern. Management’s plans regarding these matters have also been reviewed and considered. The consolidated financial statements do not include any adjustments that might result from the outcome of this uncertainty.

 

BASIS FOR OPINION

 

These financial statements are the responsibility of the Company’s management. Our responsibility is to express an opinion on these financial statements based on our audit. We are a public accounting firm registered with the Public Company Accounting Oversight Board (United States) (“PCAOB”) and are required to be independent with respect to the Company in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.

 

We conducted our audit in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement, whether due to error or fraud. The Company is not required to have, nor were we engaged to perform, an audit of its internal control over financial reporting. As part of our audits, we are required to obtain an understanding of internal control over financial reporting but not for the purpose of expressing an opinion on the effectiveness of the Company’s internal control over financial reporting. Accordingly, we express no such opinion.

 

Our audit included performing procedures to assess the risks of material misstatement of the financial statements, whether due to error or fraud, and performing procedures that respond to those risks. Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the financial statements. Our audits also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the financial statements. We believe that our audit provides a reasonable basis for our opinion.

 

Critical Audit Matters

 

Critical audit matters are matters arising from the current period audit of the financial statements that were communicated or required to be communicated to the audit committee and that (1) relate to accounts or disclosures that are material to the financial statements and (2) involved our especially challenging, subjective, or complex judgements. We determined that there are no critical audit matters.

 

/s/Bush & Associates CPA LLC

 

We have served as the Company’s auditor since 2024.

Henderson, Nevada

June 11, 2024

 

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SemiCab, Inc.

CONSOLIDATED BALANCE SHEETS

 

   December 31, 2023   December 31, 2022 
         
Assets          
Current Assets          
Cash  $72,000   $881,000 
Accounts receivable   494,000    677,000 
Refund due from customer   143,000    - 
Prepaid Expenses and other current assets   5,000    8,000 
Total Current Assets   714,000    1,566,000 
           
Property and equipment, net   3,000    4,000 
Other non-current assets   14,000    14,000 
Total Assets  $731,000   $1,584,000 
           
Liabilities and Shareholders’ Equity          
Current Liabilities          
Accounts payable  $668,000   $810,000 
Accrued expenses   149,000    151,000 
Notes payable   833,000    579,000 
Loans from affiliates, current portion   315,000    - 
Due to factor   231,000    - 
Other current liabilities   45,000    108,000 
Total Current Liabilities   2,241,000    1,648,000 
           
Loans from affiliates, net of current portion   385,000    385,000 
Total Liabilities   2,626,000    2,033,000 
           
Commitments and Contingencies          
Provision for legal liability   275,000    - 
Total Commitments and Contingencies   275,000    - 
           
Shareholders’ Equity          
Preferred equity   5,969,000    5,543,000 
Accumulated deficit   (8,139,000)   (5,992,000)
Total Shareholders’ Equity   (2,170,000)   (449,000)
Total Liabilities and Shareholders’ Equity  $731,000   $1,584,000 

 

See notes to condensed consolidated statements

 

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SemiCab, Inc.

CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS

 

   Years Ended     
   December 31, 2023   December 31, 2022 
         
         
Net Revenue  $6,036,000   $9,655,000 
         - 
Cost of Revenue   5,853,000    10,108,000 
           
Gross Profit (Loss)   183,000    (453,000)
           
Operating Expenses          
Selling general and administrative expenses   1,333,000    1,511,000 
Product development   852,000    640,000 
Total Operating Expenses   2,185,000    2,151,000 
           
Loss from Operations   (2,002,000)   (2,604,000)
           
Other Expenses          
Interest expense   (145,000)   (63,000)
Total Other Expenses   (145,000)   (63,000)
           
Loss Before Income Tax Benefit (Provision)   (2,147,000)   (2,667,000)
           
Income Tax Benefit (Provision)   -    - 
           
Net Loss  $(2,147,000)  $(2,667,000)

 

See notes to condensed consolidated statements

 

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