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INVAP S.A.U. Audit Report / Information 2024

May 13, 2024

68886_rns_2024-05-13_7dbc1756-6093-46b0-aea3-a6653b5dfb28.pdf

Audit Report / Information

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BLACK RIVER TECHNOLOGY, INC Financial Statements & Supplementary

Audited Report For the Financial Quarter ended March 31[st] , 2024

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Table of Contents

Auditors Report ................................................................................................... 1 Income Statement................................................................................................ 2 Balance Sheet ...................................................................................................... 3 Statement of Cash Flows ...................................................................................... 5 Statement of Stockholder’s Equity ............................................................................ 6 Notes to the Financial Statements ....................................................................... 6

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KAIROS CPA INC. 8400 NW 36th Street, Suite 450 Doral, FL 33166

CONSENT OF ACCOUNTANT

Kairos CPA Inc. consents to the use in the Audited Financials issued by BLACK RIVER TECHNOLOGY , INC on April 27, 2024, of our report dated April 27, 2024 , relating to the financial statements for the period ending March 31, 2024 .

04/027/2024

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COMMISSION NO: GG 309724 EXPIRATION DATE: 03/10/2027 Personally Known | Type of Identification Produced: Driver’s License

INDEPENDENT AUDITOR'S REPORT

To the Board of Directors and Shareholders BLACK RIVER TECHNOLOGY, INC

We have audited the accompanying balance sheet of BLACK RIVER TECHNOLOGY, INC (the "Company") as of March 31, 2024 and the related statements of income and the related notes to the financial statements.

Management is responsible for the preparation and fair presentation of these financial statements in accordance with accounting principles generally accepted in the United States of America; this includes the design, implementation, and maintenance of internal control relevant to the preparation and fair presentation of consolidated financial statements that are free from material misstatement, whether due to fraud or error.

Our responsibility is to express an opinion on these financial statements based on our audits. We conducted our audits in accordance with auditing standards generally accepted in the United States of America. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement.

An audit involves performing procedures to obtain audit evidence about the amounts and the disclosures in the financial statements. The procedures selected depend on the auditor's judgment, including the assessment of the risks of material misstatement of the financial statements, whether due to fraud or error. In making those risk assessments, the auditor considers internal control relevant to the entity's preparation and fair presentation of the financial statements in order to design audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of the entity's internal control. Accordingly, we express no such opinion. An audit also includes evaluating the appropriateness of accounting policies used and the reasonableness of significant accounting estimates made by management, as well as evaluating the overall presentation of the financial statement.

We believe that the audit evidence we have obtained is sufficient and appropriate to provide a reasonable basis for our audit opinion. In our opinion, the financial statements referred to previously present fairly, in all material respects, the financial position of BLACK RIVER TECHNOLOGY, INC as of March 31, 2024 for the months then ended in conformity with accounting principles generally accepted in the United States of America.

Black River Technology Inc Profit & Loss Statement (Summary) July 2023 through March 2024 For the six months ended

Income
Cost Of Sales
Gross Profit
Expenses
Operating Profit
Other Income
Other Expenses
Net Profit/(Loss)
447,897
(359,162)
88,734
(529,495)
-
(1,092)
(441,852)

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Black River Technology Inc

2808 Centre Circle Ste A-B Downers Grove, IL 60515

Balance Sheet As of March 2024

Assets

BMO Harris Bank
Accounts Receivable
Prepaid Expenses
Total Current Assets
Fixed Assets
Bonds & Securities
Total No-Current Assets
Total Assets
Liabilities
Accounts Payable
Total Liabilities
Equity
Net Income
Capital
Additional Paid in Capita
Retained Earnings
Total Equity
Total Liability & Equity
44,016
330,366
1,912
376,294
2
2,640
2,642
378,936


533,337
(441,852)
(441,852)
25,000
2,192,104
((1,929,652)
533,337
(154,401)
533,337
378,936

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Black River Technology Inc

2808 Centre Circle Ste A-B Downers Grove, IL 60515

July 2023 through March 2024

For the six months ended

Statement of Changes in Financial Position

OPERATING ACTIVITIES

Fiscal year result
Adjustments for:
Accounts receivable write offs
Deferred income tax (benefit) expense
Loss on disposal of fixed assets
Amortizations and depreciations
Decrease in trade receivables
Increase in Parent receivables
Increase in inventories
Increase in other assets
Increase in deposits
Increase in trade and other payables
Increase in income tax receivable
Increase in income tax payable & Other Taxes
Increase in other payables and accrued liabilities
Increase in Parent payables
Net cash from operating activities
INVESTING ACTIVITIES
Acquisition of fixed and intangible assets
Proceeds from sale of fixed assets (Adjust.Accum
Depreciations)
Net cash flows from investing activities
FINANCING ACTIVITIES
Payments to parent
Increase in Equity
Payments of note payable
Net cash flows from financing activities
Net Increase of cash and cash equivalents
Cash and cash equivalent at the beginning of the year
CASH AND CASH EQUIVALENT AT THE END OF THE PERIOD
(441,852)
-
0
-
0
0
(232,718)
314,870
34,785
0
(71,409)
-
50,912
3,192
193,977
(148,241)
-
-
-
-
-
-
-
(148,241)
192,266
44,025

Black River Technology Inc

2808 Centre Circle Ste A-B Downers Grove, IL 60515

July 2023 through March 2024 For the six months ended

Statement of Stockholder’s Equity

Main Account Capital Contributions
to be
capitalized
Retained
Earnings
Total
Shareholders'
Equity
1INITIAL BALANCES AS
Shareholders´ contributions
Outstanding shares
Retained earnings
Accounting restatements
Unappropriated retained earnings
SUBTOTAL
2 ** MODIFICATIONS TO THE INITIAL
BALANCES
3 MODIFIED INITIAL BALANCES
4 RESULTS OF THE YEAR
5 ACCOUNTING RESTATEMENTS
SUBTOTAL
6 **FINAL BALANCES
Shareholders´ contributions
Outstanding shares
Retained earnings
Accounting restatements
Unappropriated retained earnings
5,000 1,562,104 (1,929,652)
5,000 1,562,104 (1,929,652) (362,548).
20,000 630,000
25,000 2,192,104 (1,929,652) (362,548).
(441,852)
25,000 2,192,104 (2,371,505) (154,401)
25,000 2,192,104
(2,371,505)
2.217.104
(2,371,505)
TOTAL 25.000 2.192.104 (2,371,505) (154,401)

NOTE 1 - NATURE OF OPERATIONS AND BASIS OF ACCOUNTING

Black River Technology, Inc. (the "company') is incorporated under the laws of the United States of America. The Company is located in Downers Grove, Illinois and is engaged in buying, selling, distributing and exporting electrical and engineering products to its Parent company INVAP S.E. ("INVAP" or "Parent"). The Company operates on a 6 month period ending March 31[st] , and its functional currency is the US dollar. The Company is wholly-owned by INVAP, an Argentinian entity, which is devoted to the design and construction of complex technological systems. The accompanying financial statements have been prepared in accordance with accounting principles generally accepted in the United States of America (US GAAP).

NOTE 2 - SIGNIFICANT ACCOUNTING POLICIES

Inventories: Inventories consist of supplies and equipment held for resale and are stated at the lower of cost (first-in, first-out) or net realizable value.

Revenue recognition and accounts receivable: Revenue on product sales is generally recognized when goods are shipped and the following criteria have been met: a sales arrangement exists, products have been shipped and title has transferred, the price of the product is fixed or determinable, and collectability is reasonable assured.

Management determines an allowance for doubtful accounts by periodically evaluating individual accounts receivable and considering a customer's financial condition, credit history and current economic conditions. Accounts receivable are written off when deemed uncollectible. As of March 31[st] , 2024, no amounts have been recorded.

Related party: As described in Note 1, the Company sells US sourced products to its sole stockholder, INVAP and therefore, all company sales are to the parent Transactions involving related parties, such as with INVAP, cannot be presumed to be carried out on an arm's length basis, as the requisite conditions for competitive, free-market dealings may not exist. INVAP personnel provides some administrative and accounting support to the Company. The Company was not charged a fee for the services for the six month period ended March 31[st] , 2024.

Shipping and handling fees and costs: The Company records shipping and handling fees and costs billed to customers as revenue, and shipping and handling costs incurred by the Company as cost of sales.

Taxation: The current provision or benefit for income taxes represents actual or estimated amounts payable or refundable on tax returns filed or to be filed. Deferred tax assets and liabilities are recorded for the estimated future tax effects of temporary differences between the tax basis of assets and liabilities and amounts reported in the balance sheet. The overall change in deferred tax assets and liabilities for the period measures the deferred tax expense (benefit) for the period. Effects of changes in enacted tax laws on deferred tax assets and liabilities are reflected as adjustments to tax expense in the period of enactment. The measurement of deferred tax assets may be reduced by a valuation allowance based on a judgmental assessment of available evidence if deemed more likely than not than some or all of deferred tax assets will not be realized. (Continued)

NOTE 2 - SIGNIFICANT ACCOUNTING POLICIES (Continued)

The Company assesses the likelihood of the financial statement effect of a tax position that should be recognized when it is more likely than not that the position will be sustained upon examination by a taxing authority based on the technical merits of the tax position, circumstances, and information available as of the reporting date.

The Company's policy is to recognize interest and penalties accrued on any unrecognized tax positions as a component of income tax expense. As of March 31st, 2024, the Company did not have any accrued interest or penalties associated with any unrecognized tax positions, nor was any interest expense recognized during the three-month period ended March 31[st] ,2024.

The Company is subject to U.S. federal income tax as well as income tax in the State of Illinois. The Company is no longer subject to examination by taxing authorities for years prior to 2014.

Use of estimates: The preparation of the financial statements in conformity with accounting principles generally accepted in the United States of America 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 balance sheet date and the reported amounts of revenues and expenses during the reporting period. Actual results could differ from those estimates.

Subsequent events: The Company evaluated subsequent events through April11[th] , the date that the Company's financial statements were available to be issued, for consideration of subsequent events to be included in its March 31st, 2024 financial statements.

NOTE 3 - ADVANCES, PARENT (Australia Branch)

As of July 1, 2018, The Company owed INVAP Australia (a branch of IN V AP) $500,000 for advances made to the Company on behalf of INVAP during fiscal year 2017. These advances were unsecured, non-interest bearing and were due on demand. In February of 2019, the Company and INVAP agreed to convert the related party debt into equity. The transaction involved converting $500,000 of debt to 20,000 shares of common stock of the Company at $25 per share. In March this year, INVAP added $150,000 as paid-in Capital.

NOTE 4 - INCOME TAXES | Not Applicable

NOTE 5 - OPERATING LEASES

The Company leases office and warehouse space under an operating lease that requires monthly payments of $1,450 plus expenses and was extended in August 2023. Under the terms of the lease agreement, the Company is responsible for its pro-rata share of taxes, insurance and operating costs. There is an increase in the lease up to $1,450.- By the end of March this lease was terminated (read Note 7), which demanded an extra $1,000 as compensation for Anticipated Termination.

(Continued)

NOTE 5 - OPERATING LEASES ( Continued)

By March only Guarantee Deposit is pending to receive, depending upon reparations and renovations costs being paid by Lessor. The net balance will be canceled or collected after these works are done.

NOTE 6 - CONTINGENCY

No contingencies are in existence.

NOTE 7 - MANAGEMENT'S PLANS

Management assesses, considering both quantitative and qualitative factors, whether there are conditions and events that raise substantial doubt about the Company's ability to continue as a going concern within one year after the date that the financial statements are available to be issued. Due to economic conditions that affected the Parent, the Company has experienced a continuous reduction in its revenues. The Company has restructured its operations and significantly decreased its overhead costs, with focus to maintain its operational efficiency. However, the mentioned economic conditions didn’t improve and Parent Company decided to discontinue current operations and cancel all the obligations. All personnel were dismissed and compensated through severance payment. Despite that, the Parent Company will keep BRT commercial registration active with the aim of developing businesses in the USA through it.

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