Lucent, Inc 10-K/A, filed May 14, 2025
Lucent, Inc. (LUCN)
About this 10-K/A
Lucent, Inc filed this 10-K/A on May 14, 2025, covering the fiscal year ended December 31, 2024.
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-K/A
Amendment No. 2
☒ 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
949-236-7094
(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 May 14, 2025, the Company had 15,600,000 outstanding shares of common stock.
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LUCENT, INC.
TABLE OF CONTENTS
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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.
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Overview
The Company was formed on December 5, 2017 in the State of Nevada as a “C” corporation.
Business Strategy
Lucent, Inc. began operations in the clean energy sector in 2017, initially specializing in the production of batteries for electric vehicles (EV’s) before expanding its reach including acquiring necessary raw material sources.
Lucent recently acquired Dijiya Energy Saving Technology, Inc. in early 2024. The wholly-owned subsidiary operates in sustainable energy storage, specializing in providing energy storage efficiencies to the data center and cloud computing sectors through the use of Artificial Intelligence (AI).
Lucent’s DIJIYA BMS unit (Battery Management System) utilizes AI in the following functions: automatic load balancing, charge and discharge protection where high-voltage electricity is stored, and low-voltage cells are replenished to make the cells more stable, and uniform voltage consistency. Using a machine-learning protocol, energy storage can be increased, leading to as much as 34% more capacity.
Through DIJIYA Energy Saving Technology, Lucent caters to the needs of the booming AI infrastructure industry, with a specific focus on battery technologies and hybrid cloud infrastructure. The Company provides high demand solutions, including Infrastructure as a Service (IaaS) to Standalone Server services, Platform as a Service (PaaS) to Software as a Service (SaaS), and Disruptive Next-Gen NiZn Battery Technologies.
Lucent is developing multiple Artificial Intelligence Platforms from applications. These capabilities are built on high-performance computing applications developed by Lucent’s working relationship with The National Applied Research Laboratories, Taiwan (ROC), one of the world leaders in AI.
With a mission to revolutionize the datacenter and cloud computing industry by harnessing the power of clean energy, Lucent is committed to providing sustainable, reliable & high-performance solutions that empower businesses to thrive in a digital world. Through collaboration & partnership with governments, businesses and communities, and an unwavering dedication to environmental responsibility, Lucent is seeking more synergistic ways to apply its technology.
Lucent’s commitment to sustainable practices and aligning with the UN’s Sustainable Development Goals underscores its dedication to creating long-term value for shareholders and positively impacting the global community. By expanding its capabilities in AI and leveraging advanced pre-training models, Lucent will enhance its technology portfolio and be well-positioned at the forefront of innovation in the EV and Biotech sectors.
Lucent is utilizing the technology in its acquisitions to create efficiencies between the sectors. This cross utilization continues to increase the strength and breadth of the Company. With inroads in AI technology being applied in the clean energy sector, the company sees opportunity in applying its range of experience and technology to biotech.
While signing larger accounts, it became apparent that there was an opportunity to invest in the production of graphite, a key component in the anode of lithium-ion batteries used in electric vehicles (EVs). Approximately 1kg of graphite is needed per kWh of battery energy, which makes it the most significant element of the battery cell by weight. Of the raw materials used in car batteries, graphite is the most difficult to source outside of China.
In addition to Dijiwa, at the end of 2024, Lucent, Inc. acquired Mexican mining leases through Lucent Strategic Materials, a wholly owned subsidiary with a large asset base and multiple graphite and gold mining leases and concessions in Mexico. This acquisition was also intended to ensure a steady flow of the largest resource used in Lucent’s products, as well as the ability to attain larger purchase contracts with major EV suppliers across the globe.
More recently, with newly threatened tariffs and export controls, China has significantly tightened restrictions on graphite exports. The United States currently imports 100% of its graphite. This presents a timely opportunity for
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Lucent Strategic Materials to increase its market share of graphite production, not only for its own products but for other products that require the resource.
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. The U.S. has a strong presence in Mexico’s mining industry with thirty-two companies having operations or significant investments in the country.
Lucent's future acquisition focus includes:
APIs and Pre-Training Models for AI Applications: Lucent targets APIs and pre-training models to enhance AI computing and application ecosystems. Key areas include:
Precision Medicine: Using AI to predict patient responses to treatments for personalized medicine.
Drug Discovery: AI-driven analysis of large datasets to identify drug candidates and optimize design.
Genomics: Machine learning to process genomic data for identifying disease markers and genetic risks.
Medical Imaging: AI analysis of medical images for early disease detection.
Bioinformatics: Integrating AI models to advance biological research and biotechnology development.
IVF: AI to improve the success rate of in vitro fertilization.
Our executive offices are located at 5151 California Ave. Suite 100 Irvine, CA 92617. Our telephone number is 949 236-7094.
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.
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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
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"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.
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“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.
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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
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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.
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SITE PHOTOS
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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.
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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 64 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:
None.
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.
13
Item 8. Financial Statements and Supplementary Data.
LUCENT, INC.
CONDENSED CONSOLIDATED
TABLE OF CONTENTS
DECEMBER 31, 2024
14
LUCENT, INC.
| December 31, 2023 |
| December 31, 2024 | ||
ASSETS |
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Current Assets |
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|
|
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|
Cash | $ | - |
| $ | - |
Total Current Assets |
| - |
|
| - |
|
|
|
|
|
|
Long Term Assets |
| - |
|
| 102,677,069 |
Total Assets | $ | - |
| $ | 102,677,069 |
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LIABILITIES AND STOCKHOLDERS’ DEFICIT |
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Liabilities |
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Current Liabilities |
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| $ | 33,065 |
| $ | 7,408,054 |
Total Current Liabilities |
| 33,065 |
|
| 7,408,054 |
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Total Liabilities | $ | 33,065 |
| $ | 7,408,054 |
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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) |
|
| (7,294,319) |
Total Stockholders’ Deficit |
| (33,065) |
|
| (17,720) |
|
|
|
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|
Total Liabilities and Stockholders’ Deficit | $ | - |
| $ | - |
The accompanying notes are an integral part of these audited financial statements.
F-1
LUCENT, INC.
CONDENSED CONSOLIDATED
| For the Years Ended December 31, | ||||
| 2023 |
| 2024 | ||
REVENUES | $ | - |
| $ | 1,462,525 |
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EXPENSES |
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General and Administrative Expenses |
| 8,070 |
|
| 1,470,568 |
Professional Fees |
| 7,275 |
|
| 10,000 |
Total Expenses |
| 15,345 |
|
| 1,480,568 |
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Net Loss | $ | (15,345) |
| $ | (18,043) |
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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
CONDENSED CONSOLIDATED
Statement of Stockholders’ Equity
For the year ended December 31, 2024
| Common Stock |
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| Shares |
| Amount |
| Additional Paid-in Capital |
| Accumulated Deficit |
| Total Stockholders’ Deficit | ||||
Balance at December 31, 2021 | 5,600,000 |
| $ | 5,600 |
| $ | 80,415 |
| $ | (88,735) |
| $ | (2,720) |
Net loss | - |
|
| - |
|
| - |
|
| (15,000) |
|
| (15,000) |
Balance at December 31, 2022 | 5,600,000 |
| $ | 5,600 |
| $ | 80,415 |
| $ | (103,735) |
| $ | (17,720) |
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For the year ended December 31, 2024 | |||||||||||||
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Balance at December 31, 2022 | 5,600,000 |
| $ | 5,600 |
| $ | 80,415 |
| $ | (103,735) |
| $ | (17,720) |
Net loss | - |
|
| - |
|
| - |
|
| (15,345) |
|
| (15,345) |
Balance at December 31, 2023 | 5,600,000 |
| $ | 5,600 |
| $ | 80,415 |
| $ | (119,080) |
| $ | (33,065) |
Net loss | - |
|
| - |
|
| - |
|
| (7,294,319) |
|
| (17,720) |
Balance at December 31, 2024 | 15,600,000 |
| $ | 15,600 |
| $ | 80,415 |
| $ | (7,294,319) |
| $ | (17,720) |
The accompanying notes are an integral part of these audited financial statements.
F-3
LUCENT, INC.
| For the Years Ended December 31, | ||||
| 2023 |
| 2024 | ||
Cash Flows from Operating Activities: |
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Net Loss for the Year | $ | (15,345) |
| $ | (18,043) |
Adjustments to Reconcile Net Loss to Net Cash Used in Operating Activities |
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Increase (Decrease) in Accounts Payable |
| 5,795 |
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| 1,120 |
Net Cash Used in Operating Activities |
| (9,550) |
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| (16,923) |
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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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| - |
Net Cash Provided by Financing Activities |
| 9,550 |
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| - |
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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-4
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.
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-5
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-6
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-7
DIJIYA ENERGY SAVING TECHNOLOGY INC.
Financial Statements
December 31, 2024 and 2023
F-8
DIJIYA ENERGY SAVING TECHNOLOGY INC.
Balance Sheets
December 31,2024 and 2023
(Expressed in NT Dollars)
The accompanying notes are an integral part of the financial statements.
F-9
DIJIYA ENERGY SAVING TECHNOLOGY INC.
Statements of Comprehensive Income
For the years ended December 31, 2024 and 2023
(Expressed in NT Dollars)
The accompanying notes are an integral part of the financial statements.
F-10
DIJIYA ENERGY SAVING TECHNOLOGY INC.
Statements of Changes in Stockholders' Equity
For the years ended December 31, 2024 and 2023
(Expressed in NT Dollars)
The accompanying notes are an integral part of the financial statements.
F-11
DIJIYA ENERGY SAVING TECHNOLOGY INC.
Statements of Cash Flows
For the years ended December 31, 2024 and 2023
(Expressed in NT Dollars)
The accompanying notes are an integral part of the financial statements.
F-12
DIJIYA ENERGY SAVING TECHNOLOGY INC.
NOTES TO FINANCIAL STATEMENTS
December 31, 2024 and 2023
(Amounts Expressed in New Taiwan Dollars unless otherwise stated)
1.Organization and activities
DIJIYA ENERGY SAVING TECHNOLOGY INC. (the “Company”) was incorporated as a company limited by shares under the provision of the Company Law of the Republic of China (ROC) on August 20, 2009. As of December 31, 2024 and 2023, the number of employees of the Company were approximately 19 and 32 employees.
The principal activities of the Company are the manufacturing and sale of LiFePO4 Battery Cell & Power Battery Packs.
2.The date of authorization for issuance of the financial statements and procedures for authorization
These financial statements were authorised for issuance by the Board of Directors on May 9, 2025.
3.Recent Accounting Pronouncements
In December 2023, the FASB issued ASU 2023-09 on Improvements to Income Tax Disclosures that require greater disaggregation of income tax disclosures to the income rate tax rate reconciliation and income taxes paid. The Updates are effective for annual periods beginning after December 15, 2024. The Company will adopt and apply the guidance in fiscal year 2025. There is no material impact expected to our results of operations, cash flows and financial condition at the time of adoption, however the Company is still assessing the disclosure impact.
4.Summary of significant accounting policies
The principal accounting policies applied in the preparation of these financial statements are set out below.
These policies have been consistently applied to all reporting periods, unless otherwise stated.
(1)Basis of preparation
The financial statements and accompanying notes of the Company have been prepared in conformity with accounting principles generally accepted in the United States of America (“US GAAP”).
(2)Foreign currency
The functional currency of the Company is determined by the primary economic environment in which the Company operates.
The financial statements are presented in New Taiwan dollars, which is the Company’s functional currency.
A.Foreign currency transactions are translated into the functional currency using spot exchange rate at the dates of the transactions.
B.Monetary items denominated in foreign currencies are translated at the closing rate at the balance sheet date. Exchange differences arising upon translation at the balance sheet date are recognised in profit or loss.
C.Non-monetary items denominated in foreign currencies held at fair value through profit or loss are translated at closing rate at the balance sheet date; their translation differences are recognised in profit or loss.
F-13
Non-monetary items denominated in foreign currencies held at fair value through other comprehensive income are translated at the closing rate at the balance sheet date; their translation differences are recognised in other comprehensive income.
Non-monetary items denominated in foreign currencies that are measured at cost are translated using the historical exchange rates at the dates of the transactions.
D.All foreign exchange gains and losses are presented in the statement of comprehensive income within ‘other gains and losses.’
(3)Going Concern Consideration
For the year ended December 31, 2024, the Company had a net loss of $113,459,515 and accumulated deficit $336,269,228, which is greater than 50% of share capital. These conditions raise substantial doubt about the Company’s ability to continue as a going concern. Therefore, the Company may be unable to realize its assets and discharge its liabilities in normal course of business.
The borrowings of the Company as of December 31, 2024 were from the related parties, which will not repayable within the next 12 months and are subject to renewal. Management is confident that these borrowings can be renewed upon expiration.
Management believes that there is sufficient working capital to sustain operations longer than twelve months.
(4)Classification of current and non-current items
A.Assets that meet one of the following criteria are classified as current assets; otherwise they are classified as non-current assets:
(a)Assets that are expected to be realised, or are intended to be sold or consumed within the normal operating cycle;
(b)Assets held mainly for trading purposes;
(c)Assets that are expected to be realised within twelve months from the balance sheet date;
(d)Cash or cash equivalents, excluding cash and cash equivalents that are restricted from being exchanged, used to settle liabilities for at least twelve months after the balance sheet date or restricted by other factors.
B.Liabilities that meet one of the following criteria are classified as current liabilities; otherwise they are classified as non-current liabilities:
(a)Liabilities that are expected to be settled within the normal operating cycle;
(b)Liabilities held mainly from trading activities;
(c)Liabilities that are to be settled within twelve months after the balance sheet date;
(d)Liabilities for which the repayment date cannot be deferred unconditionally for at least twelve months after the balance sheet date.
(5)Cash and Cash equivalents
Cash equivalents refer to short-term, highly liquid time deposits or investments that are readily convertible to known amounts of cash and which are subject to an insignificant risk of changes in value.
(6)Accounts and other receivables and allowance for credit losses
Accounts receivable are stated at historical cost less allowance for doubtful accounts. On a periodic basis, management evaluates its accounts receivable and determines whether to provide an allowance for credit losses in accordance with the Financial Accounting Standards Board’s (“FASB”) Accounting Standards Codification (“ASC”) Topic 326, credit losses based on a past history of writeoffs, collections, current credit conditions, current economic conditions, reasonable and supportable forecasts of future economic conditions. The evaluation is performed on a collective basis where similar characteristics exist, primarily based on similar services or products offerings. We adopted the standard effective January 1, 2023. The
F-14
impact of the adoption was not considered material to the financial statements and primarily resulted in new/enhanced disclosures only. A receivable is considered past due if the Company has not received payments based on agreed-upon terms. The Company generally does not require any security or collateral to support its receivables.
(7)Inventories
At the end of year, inventories are evaluated at the lower of cost or net realizable value. The individual item approach is used in the comparison of cost and market, except where it may be appropriate to group similar or related items. The calculation of net realizable value should be based on the estimated selling price in the normal course of business, net of estimated costs of completion and estimated selling expenses. A provision is made for obsolete or slow-moving items and is charged against current cost of sales.
(8)Property, plant and equipment
A.Property, plant and equipment are initially recorded at cost. Borrowing costs incurred during the construction period are capitalised.
B.In case of replacement of one part of the property, plant and equipment, the new part is capitalised to the extent that it is probable that future economic benefits associated with the item will flow to the Company, and the carrying amount of the part replaced is derecognised. All other repairs and maintenance are charged to profit or loss when incurred.
C.Property, plant and equipment are measured at cost model subsequently. Land is not depreciated. Other property, plant and equipment are depreciated using the straight-line method over their estimated useful lives. Each part of an item of property, plant and equipment with a cost that is significant in relation to the total cost of the item is depreciated separately, unless it is impracticable. The estimated useful lives of property, plant and equipment are as follows:
Machinery | 5-8 years |
Transportation equipment | 5 years |
Operation facilities | 3-5 years |
Other equipment | 2-5 years |
(9)Intangible assets
Intangible assets are measured at cost, less accumulated amortization and any accumulated impairment losses.
Amortization is calculated over the cost of the asset, less its residual value, and is recognized in profit or loss on a straight-line basis over the estimated useful lives of intangible assets from the date that they are available-for-use.
The estimated useful lives for the current and comparative periods are as follows:
(i)Patent 1-20 years
(ii)Trademark2.5-10 years
When intangible assets are revaluated in accordance with laws and regulations,. Uu nrealized gains (losses) on revaluation are recognized in other comprehensive income and are accumulated in unrealized revaluation surplus within equity. Unrealized revaluation surplus within equity is reclassified as gains or losses upon the disposal of the asset.
(10)Impairment of non-financial assets
Management evaluates the Company’s long‑lived assets, excluding goodwill, that consist of property, plant and equipment and intangible assets, for indicators of possible impairment when events or changes in circumstances indicate the carrying amount of an asset may not be recoverable. Impairment exists if the carrying amounts of such assets exceed the estimates of future net undiscounted cash flows expected to be
F-15
generated by such assets. Should impairment exist, the impairment loss would be measured based on the excess carrying amount of the asset over the estimated fair value of the asset. Fair value is determined through various valuation techniques, including discounted cash flow models, quoted market values and third‑party independent appraisers, as considered necessary.
(11)Employee benefits
A.Short-term employee benefits
Short-term employee benefits are measured at the undiscounted amount of the benefits expected to be paid and are recognised as expenses in the period in which the employees render service.
B.The amount that the Company shall appropriate in a designated pension account according to law is recognised as pension expenses on an accrual basis.
(12)Revenue recognition
The Company accounts for revenue in accordance with Financial Accounting Standards Board (“FASB”) Accounting Standard Codification (“ASC”) Topic 606, Revenue from Contracts with Customers (“ASC Topic 606”). The standard did not affect the Company’s financial position, or cash flows. There were no changes to the timing of revenue recognition as a result of the adoption.
The Company recognizes revenue in accordance with ASC Topic 606, Revenue from Contracts with Customers, which provided a five-step model for recognizing revenue from contracts with customers as follows:
·Identify the contract with a customer.
·Identify the performance obligations in the contract.
·Determine the transaction price.
·Allocate the transaction price to the performance obligations in the contract
·Recognize revenue when or as performance obligations are satisfied.
(13)Lease
Leases are classified at lease commencement date as either a finance lease or an operating lease. A lease is a finance lease if it meets any of the following criteria: (a) the lease transfers ownership of the underlying asset to the lessee by the end of the lease term, (b) the lease grants the lessee an option to purchase the underlying asset that the lessee is reasonably certain to exercise, (c) the lease term is for the major part of the remaining economic life of the underlying asset, (d) the present value of the sum of the lease payments and any residual value guaranteed by the lessee that is not already reflected in the lease payments equals or exceeds substantially all of the fair value of the underlying asset or (e) the underlying asset is of such a specialized nature that it is expected to have no alternative use to the lessor at the end of the lease term. When none of the foregoing criteria is met, the lease shall be classified as an operating lease. For a lessee, a lease is recognized as a right-of-use asset with a corresponding liability at lease commencement date. The lease liability is calculated at the present value of the lease payments not yet paid by using the lease term and discount rate determined at lease commencement. The right-of-use asset is calculated as the lease liability, increased by any initial direct costs, and prepaid lease payments, reduced by any lease incentives received before lease commencement.
The right-of-use asset itself is amortized on a straight-line basis unless another systematic method better reflects how the underlying asset will be used by and benefits the lessee over the lease term.
(14)Income tax
A.The tax expense for the period comprises current and deferred tax. Tax is recognised in profit or loss, except to the extent that it relates to items recognised in other comprehensive income or items recognised directly in equity, in which cases the tax is recognised in other comprehensive income or equity.
B.The current income tax liabilities are calculated based on the tax rate enacted at the balance sheet date.
F-16
C.Deferred tax is recognised, using the balance sheet liability method, on temporary differences arising between the tax bases of assets and liabilities and their carrying amounts in the balance sheet. Deferred tax is determined using tax rates (and laws) that have been enacted by the balance sheet date and are expected to apply when the related deferred tax asset is realised or the deferred tax liability is settled.
D.Deferred tax asset are recorded net of a valuation allowance when, based on the weight of available evidence, it is more likely than not that all or some portion of the recorded deferred tax balances will not be realized in future periods. Decrease to the valuation allowance are recorded as reductions to the Company’s provision for income taxes and increases to the valuation allowance result in additional provision for income taxes.
E.A deferred tax asset is recognised for the carryforward of unused tax credits resulting from unused taxable loss, acquisitions of equipment or technology, research and development expenditures and equity investments to the extent that it is possible that future taxable profit will be available against which the unused tax credits can be utilised.
5.Critical estimates and key sources of assumption uncertainty
The preparation of these financial statements requires management to make critical assumptions and estimates concerning future events based on the conditions existing at the balance sheet date. Assumptions and estimates may differ from the actual results and are continually evaluated and adjusted based on historical experience and other factors. Such assumptions and estimates have a significant risk of causing a material adjustment to the carrying amounts of assets and liabilities within the next financial year; and the related information is addressed below:
(1)Impairment assessment of tangible and intangible assets
The Company assesses impairment based on its subjective judgement and determines the separate cash flows of a specific group of assets, useful lives of assets and the future possible income and expenses arising from the assets depending on how assets are utilised and industrial characteristics. Any changes of economic circumstances or estimates due to the change of Company strategy might cause material impairment on assets in the future.
(2)Realisability of deferred tax assets
Deferred tax assets are recognised only to the extent that it is probable that future taxable profit will be available against which the deductible temporary differences can be utilised. Assessment of the realisability of deferred tax assets involves critical accounting judgements and estimates of the management, including the assumptions of expected future sales revenue growth rate and profit rate, available tax credits, tax planning, etc. Any variations in global economic environment, industrial environment, and laws and regulations might cause material adjustments to deferred tax assets.
(3)Evaluation of inventories
As inventories are stated at the lower of cost and net realisable value, the Company must determine the net realisable value of inventories on balance sheet date using judgements and estimates. Due to the rapid technology innovation, the Company evaluates the amounts of normal inventory consumption, obsolete inventories or inventories without market selling value on balance sheet date, and writes down the cost of inventories to the net realisable value. Such an evaluation of inventories is principally based on the demand for the products within the specified period in the future. Therefore, there might be material changes to the evaluation.
F-17
6.The contents of statements of major accounting items
(1)Cash and Cash Equivalents
| 2024.12.31 |
| 2023.12.31 | ||
Cash on hand | $ | 80,000 |
| $ | 167,343 |
Saving account |
| 4,929,697 |
|
| 7,686,822 |
Total | $ | 5,009,697 |
| $ | 7,854,165 |
The Company has not pledged its cash and cash equivalents as collateral.
(2)Account Receivable and Other Receivable
| 2024.12.31 |
| 2023.12.31 |
Accounts receivable | $ 2,303,810 |
| $ 2,753,016 |
Less: allowance for credit losses | － |
| － |
Net amount | $ 2,303,810 |
| $ 2,753,016 |
|
|
|
|
| 2024.12.31 |
| 2023.12.31 |
Other receivable | $ 8,621,727 |
| $ 8,691,678 |
Less: allowance for credit losses | (8,621,727) |
| (8,621,727) |
Net amount | $ － |
| $ 69,951 |
Movements on allowance for uncollectible accounts are as follows:
| 2024 |
| 2023 |
Accounts receivable |
|
|
|
Balance at January 1 | $ － |
| $ － |
Less: amounts written off | － |
| － |
Balance at December 31 | $ － |
| $ － |
|
|
|
|
Other receivable |
|
|
|
Balance at January 1 | $ 8,621,727 |
| $ 8,621,727 |
Less: amounts written off | － |
| － |
Balance at December 31 | $ 8,621,727 |
| $ 8,621,727 |
(3)Inventories
A.Details of inventories are as follows:
| 2024.12.31 |
| 2023.12.31 |
Raw materials | $ 11,655,536 |
| $ 15,495,405 |
Working in process | 107,078,945 |
| 362,751,731 |
Finished goods | 11,161,456 |
| 11,506,656 |
Merchandise inventories | 891,367 |
| 1,941,741 |
Totals | $ 130,787,304 |
| $ 238,318,048 |
Pledge | None |
| None |
F-18
B.In 2024 and 2023, cost of sales consisted of the following related gains or losses:
| 2024 |
| 2023 |
Cost of goods sold | $ 115,539,968 |
| $ 42,506,407 |
(Reversal of) Write-down of inventory | (49,560,064) |
| 58,956,100 |
Other operating costs | － |
| 1 |
Loss on inventory write-off | 1,577,708 |
| － |
Total | $ 67,557,612 |
| $ 101,462,508 |
(4)Other Current Assets
| 2024.12.31 |
| 2023.12.31 |
VAT credit carried forward | $ 23,201,974 |
| $ 24,608,593 |
Other | 9,945 |
| 9,975 |
Total | $ 23,211,919 |
| $ 24,618,568 |
(5)Property, Plant and Equipment
F-19
A.As of December31, 2024 and 2023, no property, plant and equipment were pledged to others.
B.No interest was capitalized on the property, plant and equipment for the years ended December 31, 2024 and 2023.
(6)Pension plans
The Company has established a funded defined contribution pension plan (the “Plan”) under the Labor Pension Act. Under the Plan, the Company contributed monthly an amount based on 6% of the employees’ monthly salaries and wages to the employees’ individual pension accounts at the Bureau of Labor Insurance. The benefits accrued are portable when the employment is terminated. The pension cost under the defined contribution plan for the years ended December 31, 2024 and 2023 were $644,197 and $983,008 respectively.
F-20
(7)Equity
A.Common stock
| 2024.12.31 |
| 2023.12.31 |
Numbers of shares authorized (in thousands shares) | 150,000 |
| 150,000 |
Authorized capital | $1,500,000,000 |
| $1,500,000,000 |
Number of shares issued (in thousands shares) | 48,000 |
| 110,000 |
Paid-in capital | 480,000,000 |
| 1,100,000,000 |
(a)Fully paid ordinary shares, which have a par value of NT$10, carry one vote per share and carry a right to dividends.
(b)On June 28, 2024, the shareholders' meeting of the Company resolved to reduce capital to offset accumulated deficits. The capital reduction amounted to NT$770,000,000, representing 77,000,000 shares, which corresponds to a reduction ratio of 70%. The statutory registration procedures for the capital reduction were completed on October 15, 2024.
(c)On June 28, 2024, the Board of Directors of the Company resolved to conduct a capital increase in the amount of NT$150,000,000, comprising 15,000,000 shares with a par value of NT$10 per share. Of this amount, NT$19,300,000 was raised through cash capital injection, while the remaining NT$130,700,000 was converted from existing shareholder receivables. The statutory registration procedures for the cash capital increase were completed on October 15, 2024.
B.Capital surplus
|
| 2024.12.31 |
| 2023.12.31 | ||
Issuance of ordinary shares |
| $ | 12,500,000 |
| $ | 12,500,000 |
The excess of capital surplus over the par value of stock issued (including the issuance of ordinary shares in excess of par value, conversion premium of corporate bonds, etc.) may be used to make up losses. It may be used to pay cash dividends or capitalize as equity when the Company has no losses, provided that the capitalization is limited to a certain percentage of the paidin capital each year.
C.Legal reserve
The ROC Company Act stipulates that companies must retain at least 10% of their annual earnings, as defined in the Act, until such retention equals the Company’s paid-in capital. This retention is accounted for as a legal reserve account upon approval at the shareholders’ meeting. Legal reserve may be used to offset a deficit. When a company does not have accumulated deficits, it may distribute its legal reserve by issuing new shares or cash. However, the distributable amount should be limited to the amount that exceeds 25 percent of the paid-in capital.
D.Retained earnings and dividend policy
According to the Articles of Incorporation of the Company, a ratio of profit of the current year distributable, after covering accumulated losses, shall be distributed as employees’ compensation. The ratio shall not be lower than 1% for employees’ compensation.
According to the Company’s articles of incorporation, 10% of annual net earnings (net of income taxes and losses from prior years) is to be set aside as a legal reserve until the balance of legal reserve is equal to the Company’s capital stock. After the above appropriations, the board of directors may propose a distribution plan for the remaining earnings upon approval by the shareholders.
F-21
(8)Operating revenues
|
| 2024 |
| 2023 | ||
Sales of goods |
| $ | 44,945,459 |
| $ | 962,363 |
(9)Income Tax
A.Income tax recognized in profit or loss:
|
| 2024 |
| 2023 | ||
Current income tax expense |
| $ | - |
| $ | - |
Deferred income tax revenue |
|
| (295,343) |
|
| 181 |
Income tax (benefit) expense |
| $ | (295,343) |
| $ | 181 |
B.A reconciliation of income tax expense and accounting profit is as follows:
C.As of December 31, 2024 and 2023, deferred tax assets and liabilities were as follows:
| 2024.12.31 |
| 2023.12.31 |
Deferred tax liabilities |
|
|
|
Unrealised foreign exchange gains | $ － |
| $ 295,343 |
D.Loss carryforwards as of December 31, 2024 comprised:
Unused Amount |
| Expiration Year |
$ 93,570,609 |
| 114 |
102,009,053 |
| 115 |
133,019,020 |
| 116 |
334,878,831 |
| 117 |
167,815,026 |
| 118 |
70,208,953 |
| 119 |
59,430,723 |
| 120 |
84,353,128 |
| 121 |
134,950,517 |
| 122 |
161,733,555 |
| 123 |
$ 1,341,969,415 |
|
|
E.The Company’s income tax returns for all the fiscal years up to 2023 have been assessed and approved by the R.O.C. Tax Authorities.
F-22
(10)Lease
A.Operating lease ROU assets
| 2024.12.31 |
| 2023.12.31 |
Carrying amounts |
|
|
|
Operating lease ROU assets | $ 40,634,255 |
| $ 51,187,728 |
Weighted-average remaining lease term | 43 months |
| 55 months |
Weighted-average discount | 3.119% |
| 3.119% |
B.Operating Lease Labilities
| 2024.12.31 |
| 2023.12.31 |
Carrying amounts |
|
|
|
Current | $ 10,887,383 |
| $ 10,553,473 |
Non-current | $ 29,746,872 |
| $ 40,634,255 |
C.Subleases under operating lease arrangement
As of December 31, 2024, the total future minimum sublease payments expected to be received under non-cancellable subleases are $80,000.
(11)Financial cost
| 2024 |
| 2023 |
Interest on loans from related parties | $ 52,170 |
| $ 86,578 |
(12)Other gains or loss
| 2024 |
| 2023 |
Foreign exchange gain (loss), net | $ 86,858 |
| $ 6,020 |
Rental income | 40,000 |
| 60,000 |
Other income | 1,194,431 |
| 2,500,256 |
Loss on disposal of property, plant and equipment | (233,840) |
| (6,880,320) |
Total | $ 1,087,449 |
| $ (4,314,044) |
F-23
(13)Expenses by nature
Employee benefit expenses, depreciation and amortization are summarized as follows:
7.Related parties transactions
(1)Name of related parties and the relationship with the Company
Name of related parties |
| Relationship |
Jordan Green Technology (Dg) Co., Ltd. |
| The Chairman of the Board for both |
(Jordan Green) (Note 1) |
| entities is the same individual. |
Laing Ban International Inc. (Laing Ban) |
| The Director of the Company |
Huang, Kuo-Chin |
| The Chairman of the Company |
Hrev Co., Ltd. (Hrev) (Note 2) |
| A substantial related party |
Note 1: Jordan Green suspended its business in 2024.
Note 2: The dissolution and deregistration of Hrev was completed on December 30, 2024.
(2)Significant transactions and balances with related parties
A.Others transactions
i.Rental revenue
| 2024 |
| 2023 |
Laing Ban | $ 40,000 |
| $ 60,000 |
ii.Loans from related parties of the Company in 2024 and 2023 are as follows (part of other noncurrent liabilities):
F-24
Please refer to Note 5(11) for detailed information on interest expenses incurred from the aforementioned loans.
iii.The amounts of the Company's sales and its outstanding balance are as follows:
| 2024.12.31 |
| 2023.12.31 |
Notes receivable - related parties |
|
|
|
Laing Ban | $ － |
| $ 5,250 |
iv.The amounts of the Company's purchase and its outstanding balance are as follows:
| 2024.12.31 |
| 2023.12.31 |
Accounts payable to related parties |
|
|
|
Jordan Green | $ － |
| $ 8,243,128 |
B.Others transactions
i.Guarantee deposits received
Name | 2024.12.31 |
| 2023.12.31 |
Laing Ban | $ － |
| $ 10,000 |
ii.Prepayment for goods
Name | 2024 |
| 2023 |
Hrev | $ － |
| $ 530,000 |
8.Assets pledged as collateral or for security: None.
9.Significant contingent liabilities and unrecognized commitments: None.
10.Losses on catastrophic disasters: None.
11.Significant subsequent event: None.
12.Others: None.
F-25
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.
15
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 |
| 54 |
| 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, 2024 or through the date of filing of this prospectus.
16
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.
17
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 |
| 2024 | ||
Audit Fees and Audit Related Fees: |
|
|
|
|
|
|
Ben Borgers |
| $ | - |
| $ | - |
Michael Gillespie & Associates, PLLC |
|
| 950 |
|
| - |
Richard Bolko |
|
| 3,000 |
|
| - |
Barton CPA, PLLC |
|
| 2,000 |
|
| 10,000 |
Tax Fees |
|
| - |
|
| - |
All Other Fees |
|
| - |
|
| - |
TOTAL |
| $ | 5,950 |
| $ | 10,000 |
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* |
*Previously filed with the original Form 10-K on April 15, 2025.
18
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: May 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 |
| May 14, 2025 |
Steven Arenal |
| Chief Financial Officer |
|
|
19
Exhibit 31.1
Lucent, Inc.
Certification Pursuant to Rule 13a-14(a)
Section 302 Certification
I, Steven Arenal, the Chief Executive Officer of Lucent, Inc., certify that:
1.I have reviewed the annual report on Form 10-K/A of Lucent, Inc., for the year ended December 31, 2024;
2.Based on my knowledge, this report 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 report;
3.Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, the results of operations and cash flows of the small business issuer as of, and for, the periods presented in this report;
4.The issuer’s other certifying officer(s) and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f) for the for the issuer and have:
(a)designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the issuer, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;
(b)designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, 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;
(c)evaluated the effectiveness of the issuer’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and
(d)disclosed in this report any change in the small business issuer’s internal control over financial reporting that occurred during the issuer’s most recent fiscal quarter (the issuer’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the issuer’s internal control over financial reporting; and
5.The issuer’s other certifying officer(s) and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the small business issuer’s auditors and the audit committee of the small business issuer’s board of directors (or persons performing the equivalent functions):
(a)all significant deficiencies in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the issuer’s ability to record, process, summarize and report financial information; and
(b)any fraud, whether or not material, that involves management or other employees who have a significant role in the issuer’s internal control over financial reporting.
Date: May 14, 2025
/s/ Steven Arenal
Steven Arenal
Chief Executive Officer
Exhibit 31.2
Lucent, Inc.
Certification Pursuant to Rule 13a-14(a)
Section 302 Certification
I, Steven Arenal, the Chief Financial Officer of Lucent, Inc., certify that:
1.I have reviewed the annual report on Form 10-K/A of Lucent, Inc., for the year ended December 31, 2024;
2.Based on my knowledge, this report 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 report;
3.Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, the results of operations and cash flows of the small business issuer as of, and for, the periods presented in this report;
4.The issuer’s other certifying officer(s) and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f) for the for the issuer and have:
(a)designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the issuer, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;
(b)designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, 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;
(c)evaluated the effectiveness of the issuer’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and
(d)disclosed in this report any change in the small business issuer’s internal control over financial reporting that occurred during the issuer’s most recent fiscal quarter (the issuer’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the issuer’s internal control over financial reporting; and
5.The issuer’s other certifying officer(s) and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the small business issuer’s auditors and the audit committee of the small business issuer’s board of directors (or persons performing the equivalent functions):
(a)all significant deficiencies in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the issuer’s ability to record, process, summarize and report financial information; and
(b)any fraud, whether or not material, that involves management or other employees who have a significant role in the issuer’s internal control over financial reporting.
Date: May 14, 2025
/s/ Steven Arenal
Steven Arenal
Chief Financial Officer
Exhibit 32.1
CERTIFICATION PURSUANT TO
18 U.S.C. SECTION 1350 AS ADOPTED PURSUANT TO
SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002
In connection with the Annual Report of Lucent, Inc. (the “registrant”) on Form 10-K/A for the year ended December 31, 2024, as filed with the Securities and Exchange Commission on the date hereof (the “Report”), I, Steven Arenal, Chief Executive Officer of the registrant, certify, pursuant to 18 U.S.C. 1350, as adopted pursuant to Section 906 of this Sarbanes Oxley Act of 2002, that, to my knowledge:
(1)The Report fully complies with the requirements of section 13(a) or 15(d) of the Securities and Exchange Act of 1934; and
(2)The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the registrant at the dates and for the periods indicated.
/s/Steven Arenal
Steven Arenal
Chief Executive Officer
(Principal Executive Officer)
May 14, 2025
Exhibit 32.2
CERTIFICATION PURSUANT TO
18 U.S.C. SECTION 1350 AS ADOPTED PURSUANT TO
SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002
In connection with the Annual Report of Lucent, Inc. (the “registrant”) on Form 10-K/A for the year ended December 31, 2024, as filed with the Securities and Exchange Commission on the date hereof (the “Report”), I, Steven Arenal, Chief Financial Officer of the registrant, certify, pursuant to 18 U.S.C. 1350, as adopted pursuant to Section 906 of this Sarbanes Oxley Act of 2002, that, to my knowledge:
(1)The Report fully complies with the requirements of section 13(a) or 15(d) of the Securities and Exchange Act of 1934; and
(2)The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the registrant at the dates and for the periods indicated.
/s/Steven Arenal
Steven Arenal
Chief Financial Officer
(Principal Financial/Accounting Officer)
May 14, 2025