UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-Q

(Mark One)

For the quarterly period ended October 31, 2024

For the transition period from _______________ to _______________.

Commission file number: 000-56142

(904) 454-2111

(Registrant’s telephone number, including area code)

(Former name and address, if changed since last report)

Indicate by check mark whether the registrant (1) has filed all reports required 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 (§232.405 of this chapter) 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 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.

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes ☐      No ☒

As of December 31, 2024, the Company had 30,896,653 shares of common stock, $0.0001 par value outstanding.

Transitional Small Business Disclosure Format Yes ☐     No ☒

Everything Blockchain, Inc.

TABLE OF CONTENTS

PART I – FINANCIAL INFORMATION

Item 1. Financial Statements

Interim Consolidated Financial Statements and Notes to Interim Financial Statements

The accompanying unaudited consolidated interim financial statements have been prepared in accordance with the instructions for Form 10-Q. Therefore, they do not include all information and footnotes necessary for a complete presentation of financial position, results of operations, cash flows, and stockholders’ equity in conformity with generally accepted accounting principles. In the opinion of management, all adjustments considered necessary for a fair presentation of the results of operations and financial position have been included and all such adjustments are of a normal recurring nature. Operating results for the three and nine months ended October 31, 2024, are not necessarily indicative of the results that can be expected for the year ending January 31, 2025, or any other reporting period. The information included in this Form 10-Q should be read in conjunction with the consolidated financial statements and notes thereto included in the Company’s Annual Report on Form 10-K for the year ended January 31, 2024, filed with the Securities and Exchange Commission (the “SEC”) on May 15, 2024 (the “Annual Report”).

See accompanying notes to consolidated financial statements.

   See accompanying notes to consolidated financial statements.   

See accompanying notes to consolidated financial statements.

See accompanying notes to consolidated financial statements.

Everything Blockchain, Inc.

Notes to Consolidated Financial Statements

(Unaudited)

Table of Contents

Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations

You should read the following discussion and analysis of our financial condition, results of operations and cash flows in conjunction with our consolidated financial statements and the related notes presented in this report and in our Annual Report.

FORWARD-LOOKING STATEMENTS

Certain statements in this section contain “forward-looking statements” within the meaning of the Private Securities Litigation Reform Act of 1995. All statements contained in this report and not clearly historical in nature are forward-looking, and the words “may,” “will,” “should,” “could,” “would,” “expects,” “plans,” “anticipates,” “believes,” “estimates,” “projects,” “predicts,” “intends,” “potential,” and similar expressions (as well as other words or expressions referencing future events, conditions or circumstances) generally are intended to identify forward-looking statements. Any statements in this report that are not historical facts are forward-looking statements. Actual results may differ materially from those discussed from time to time in the Company’s SEC filings. The Company undertakes no obligation to update or revise any forward-looking statement for events or circumstances after the date on which such statement is made except as required by law.

OVERVIEW

The overview of the MD&A highlights selected information and does not contain all of the information that is important to readers of this Quarterly Report on Form 10-Q.

Everything Blockchain (the "Company") has undergone a significant strategic transformation. Historically, the Company operated as a provider of database management and cybersecurity solutions. Its flagship products included EB Build and EB Control, which facilitated the management of complex database systems for businesses, and EB Control, a cybersecurity platform focused on data security and access management.

Building on this foundation, the Company has pivoted to become a specialized investment and technology development firm at the intersection of cryptocurrency, and artificial intelligence (AI) sectors. This strategic shift reflects the Company’s commitment to embracing emerging technologies and aligning its operations with high-growth, future-focused industries.

Everything Blockchain will operate as an actively managed investment vehicle and technology innovator, focusing on two primary operational segments:

Strategic Investments: The Company identifies and invests in early-stage enterprises within the AI and blockchain domains, targeting ventures that exhibit strong potential for technological innovation, competitive differentiation, and market leadership. Through a disciplined investment strategy, the Company will curate a portfolio of businesses poised for long-term value creation and sustainable growth.

Proprietary Technology Development: Complementing its investment activities, Everything Blockchain will develop and acquire proprietary AI and blockchain technologies. These efforts span various industries and applications, enabling the Company to create unique value propositions and diversify its revenue streams.

This dual approach positions Everything Blockchain as both an investor in transformative technologies and a creator of innovative solutions. By leveraging its expertise in blockchain and AI, the Company aims to shape the future of these industries while delivering sustained value to its shareholders.

Our website can be found at www.everythingblockchain.io, which is not incorporated as part of this Form 10-Q.

EMPLOYEES

As of October 31, 2024, the Company has 5 employees.

Available Information

All reports of the Company filed with the SEC are available free of charge through the SEC’s website at www.sec.gov. In addition, the public may read and copy materials filed by the Company at the SEC’s Public Reference Room located at 100 F Street, N.E., Washington, D.C. 20549. The public may also obtain additional information on the operation of the Public Reference Room by calling the Commission at 1-800-SEC-0330.

Critical Accounting Policies and Estimates

Our discussion and analysis of our financial condition and results of operations are based upon our financial statements, which have been prepared in accordance with GAAP. The preparation of these financial statements requires us to make estimates and judgments that affect the reported amounts of assets, liabilities, revenues, and expenses. On an ongoing basis, we evaluate our estimates, including those related to uncollectible receivables, inventory valuation, deferred compensation, and contingencies.

We base our estimates on historical performance and on various other assumptions that we believe to be reasonable under the circumstances. These estimates allow us to make judgments about the carrying values of assets and liabilities that are not readily apparent from other sources. If actual results or events differ materially from those contemplated by us in making these estimates, our reported financial condition, and results of operations for future periods could be materially affected.

Results of Operations

Our operating results for the three and nine months ended October 31, 2024 and 2023 are summarized as follows (in thousands):

Revenue

Revenue for the three and nine months ended October 31, 2024 and 2023 was $0.0 and  $0.0 million.

Operating Expenses

All operating expenses were reassigned to discontinued operations.

Loss from Operations

Loss from operations for the three months ended October 31, 2024, and 2023, were $0.0 million. All losses are accounted for under discontinued operations.

Analysis of Cash Flows

Operating Activities

Net cash used in operating activities – discontinuing operations was $0.8 million for the nine months ended October 31, 2024, and $2.2 million for the nine months ended October 31,2023.  

Net cash used in operating activities – continuing operations was $0.0 million for the nine months ended October 31, 2024 and 2023.

Investing Activities

Net cash used in investing activities – discontinuing operations was $0 for the nine months ended October 31, 2024, and $697 for the nine months ended October 31, 2023.  All cash used in investing activities was in discontinued operations.

Financing Activities

Net cash provided by financing activities was $0.7 million for the nine months ended October 31, 2024, compared to $0.7 million for the nine months ended October 31, 2023. During the nine months ended October 31, 2024, we sold 953,387 shares of common stock for $0.5 million and borrowed an additional $0.3 million, which was partially offset by debt payments of $0.1 million. During the nine months ended October 31, 2023, we received $0.2 million receivable from a stockholder and borrowed an additional $0.9 million, which was offset by debt payments of $0.5 million. Out of the amount mentioned above proceeds from related party of $0.1 million for the nine month ended October 31, 2023 and $0.9 million for the nine months ended October 31, 2024  used in discontinued operations.

Liquidity and Capital Resources

We fund operations primarily through cash on hand, cash from sales of Common Stock and Series C Preferred Stock, debt, and exercises of warrants.

On March 21, 2024, the Company entered into a note for $83,300 with a net payment to the Company of $65,000 after an original issue discount of $13,300 and expenses of $5,000. There is a one-time interest charge of 14% which is paid back along with principal over the term of the note beginning with the first payment due on September 30, 2024. The maturity date of the note is December 30, 2024.

On April 9, 2024, we sold 50,000 shares of common stock to a third party for $28,500.

On May 15, 2024, ACES elected to convert 1,052,632 shares of Series C Preferred Stock into 4,095,948 shares of common stock.

On July 26, 2024, the Company entered into a note for $120,000 with a net payment to the Company of $95,000 after an original issue discount of $20,000 and expenses of $5,000. There is a one-time interest charge of 10% which is paid back along with principal over the term of the note beginning with the first payment due on August 30, 2024. The maturity date of the note is April 30, 2025.

During the nine months ended October 31, 2024, the Company issued 241,735 shares of common stock for services that totaled $0.2 million.

During the nine months ended October 31, 2024, in a series of transactions, the Company sold a total of 903,387 shares of common stock for $0.5 million to ACES.

In August 2024, the Company was unable to make a debt payment. The lender chose to take payment in the form of Company common stock. Therefore, the Company issued to the lender 249,031 shares of common stock in lieu of payment of $37,500.

In September 2024, the Company was unable to make a debt payment. The lender chose to take payment in the form of Company common stock. Therefore, the Company issued to the lender 751,819 shares of common stock in lieu of payment of $29,815.

In October 2024, the Company was unable to make a debt payment. The lender chose to take payment in the form of Company common stock. Therefore, the Company issued to the lender 459,770 shares of common stock in lieu of payment of $12,000.

Off-Balance Sheet Arrangements

We did not have any material off-balance sheet arrangements as of October 31, 2024.

Going Concern

Our financial statements are prepared in accordance with GAAP, which contemplates the realization of assets and liquidation of liabilities in the normal course of business. Because the business is relatively new and has a short history and relatively few sales, no certainty of continuation can be stated. The accompanying consolidated financial statements for the three and nine months ended October 31, 2024 and 2023 have been prepared assuming that we will continue as a going concern, which contemplates the realization of assets and satisfaction of liabilities in the normal course of business.

Item 3. Quantitative and Qualitative Disclosures about Market Risk

We are a smaller reporting company and therefore, we are not required to provide the information required by this Item of Form 10-Q.

Item 4. Controls and Procedures

Evaluation of Disclosure Controls and Procedures

Disclosure controls and procedures (as defined in Rules 13a-15(e) and 15d-15(e) under the Exchange Act) are designed to ensure that information required to be disclosed in reports filed or submitted under the Exchange Act is recorded, processed, summarized and reported within the time periods specified in SEC rules and forms. Disclosure controls and procedures are also designed to ensure that such information is accumulated and communicated to management, including the principal executive officer and principal financial officer, to allow timely decisions regarding required disclosures.

We carried out an evaluation, under the supervision and with the participation of management, including our principal executive officer and principal financial officer, of the effectiveness of the design and operation of our disclosure controls and procedures as of January 31, 2024. In designing and evaluating the disclosure controls and procedures, management recognizes that there are inherent limitations to the effectiveness of any system of disclosure controls and procedures, including the possibility of human error and the circumvention or overriding of the controls and procedures.

Accordingly, even effective disclosure controls and procedures can only provide reasonable assurance of achieving their desired control objectives. Additionally, in evaluating and implementing possible controls and procedures, management is required to apply its reasonable judgment. Based on the evaluation described above, our principal executive officer and principal financial officer concluded that our disclosure controls and procedures were not effective as of the end of the period covered by this report because we did not document our Sarbanes-Oxley Act Section 404 internal controls and procedures.

As funds become available to us, we expect to implement additional measures to improve disclosure controls and procedures such as implementing and documenting our internal controls procedures.

Changes in internal controls over financial reporting

There have been no changes in our internal control over financial reporting during the quarter ended October 31, 2024 that has materially affected, or is reasonably likely to materially affect, our internal control over financial reporting.

Limitations on the Effectiveness of Controls

A control system, no matter how well designed and operated, can provide only reasonable, not absolute, assurance that the control system’s objectives will be met. The Company’s management, including its principal executive officer and its principal financial officer, do not expect that the Company’s disclosure controls will prevent or detect all errors and all fraud. 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 in all control systems, 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 simple error or mistake. Controls can also be circumvented by the individual acts of some persons, by collusion of two or more people, or by management override of the controls. The design of any system of controls is based in part upon certain assumptions about the likelihood of future events, and there can be no 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 conditions or deterioration in the degree of compliance with associated policies or procedures. Because of the inherent limitations in a cost-effective control system, misstatements due to error or fraud may occur and not be detected.

PART II – OTHER INFORMATION

Item 1. Legal Proceedings

The Company is not involved in any legal proceedings which management believes will have a material effect upon the financial condition of the Company, nor are any such material legal proceedings anticipated.

Item 1A. Risk Factors

As a smaller reporting company, we are not required to provide the information required by this Item.

Item 2. Unregistered Sales of Equity Securities and Use of Proceeds

On April 9, 2024, we sold 50,000 shares of common stock to a third party for $28,500.

During the nine months ended October 31, 2024, the Company issued 241,735 shares of common stock for services that totaled $0.2 million.

During the nine months ended October 31, 2024, in a series of transactions, the Company sold a total of 903,387 shares of common stock for $0.5 million to ACES.

Item 3. Defaults Upon Senior Securities

The Company was in default on its senior-secured note.  On November 22, 2024, the Company entered an agreement to settle payment of this note.  In addition, the Company had defaulted on its loan with 1800 Diagonal Lending.  This note was acquired by Epic Industry Corp and was taken out of default until March 31, 2025.

Item 4. Mine Safety Disclosures

There have been no events that are required to be reported under this Item.

Item 5. Other Information

There have been no events that are required to be reported under this Item.