Form 10-Q - Quarterly report [Sections 13 or 15(d)]

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-Q

(Mark One)

☒	QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the quarterly period ended October 31, 2024

☐	TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the transition period from _______________ to _______________.

Commission file number: 000-56142

Everything Blockchain, Inc.

(Exact name of registrant as specified in its charter)

Florida		82-1091922
(State or other jurisdiction of incorporation or organization)		(I.R.S. Employer Identification No.)

12574 Flagler Center Blvd, Suite 101 Jacksonville, FL		32258
(Address of principal executive offices)		(Zip Code)

(904) 454-2111

(Registrant’s telephone number, including area code)

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

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes ☒ No ☐

Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files). Yes ☒ No ☐

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act.

Large accelerated filer	☐	Accelerated filer	☐
Non-accelerated Filer	☐	Smaller reporting company	☒
		Emerging growth company	☐

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

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

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

Transitional Small Business Disclosure Format Yes ☐ No ☒

Everything Blockchain, Inc.

TABLE OF CONTENTS

PART I. FINANCIAL INFORMATION
Item 1.	Financial Statements (unaudited)	3
	Consolidated Balance Sheets	4
	Consolidated Statements of Operations	5
	Consolidated Statements of Stockholders’ Equity	6
	Consolidated Statements of Cash Flows	7
	Notes to Consolidated Financial Statements	8
Item 2.	Management’s Discussion and Analysis of Financial Condition and Results of Operations	17
Item 3.	Quantitative and Qualitative Disclosures about Market Risk	20
Item 4.	Controls and Procedures	21

PART II. OTHER INFORMATION
Item 1.	Legal Proceedings	22
Item 1A.	Risk Factors	22
Item 2.	Unregistered Sales of Equity Securities and Use of Proceeds	22
Item 3.	Defaults Upon Senior Securities	22
Item 4.	Mine Safety Disclosures	22
Item 5.	Other Information	22
Item 6.	Exhibits	23

SIGNATURES		24

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PART I – FINANCIAL INFORMATION

Item 1. Financial Statements

Interim Consolidated Financial Statements and Notes to Interim Financial Statements

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

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Everything Blockchain, Inc.

Consolidated Balance Sheets

(Amounts in thousands, except share and per share data)

ASSETS
	As of
	October 31,			January 31,
	2024			2024
	(unaudited)
Current assets
Cash	$	-		$	-
Assets of discontinued operations		137			456
Total current assets	$	137		$	456
Intangible assets, net		1,096			1,096
Assets of discontinued operations		3,314			20,648
Total assets	$	4,547		$	22,200

LIABILITIES AND STOCKHOLDERS’ EQUITY
Current liabilities
Accounts payable and accrued expenses	$	413		$	-
Reserve for legal settlements		154			154
Liabilities of discontinued operations		3,300			2,308
Total current liabilities	$	3,867		$	2,462
Long-term liabilities
Liabilities of discontinued operations		-			1,132
Total long-term liabilities	$	-		$	1,132
Total liabilities	$	3,867		$	3,594
Stockholders’ equity
Series A Preferred stock, $0.0001 par value: 1,000,000 shares authorized; 150,000 shares issued and outstanding as of October 31, 2024 and January 31, 2024		-			-
Series C Preferred stock, $0.0001 par value: 10,000,000 shares authorized; 300,000 shares issued and outstanding as of October 31, 2024; 1,352,632 shares issued and outstanding as of January 31, 2024		-			-
Common stock, $0.0001 par value, 200,000,000 shares authorized; 23,679,886 shares issued and outstanding as of October 31, 2024; 16,902,546 shares issued and outstanding as of January 31, 2024		2			1
Additional paid-in capital		88,930			86,991
Accumulated deficit		(88,252	)		(68,386	)
Total stockholders’ equity	$	680		$	18,606
Total liabilities and stockholders’ equity	$	4,547		$	22,200

See accompanying notes to consolidated financial statements.

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Everything Blockchain, Inc.

Consolidated Statements of Operations

(Amounts in thousands, except share and per share data)

	For the Three Months Ended						For the Nine Months Ended
	October 31,						October 31,
	2024			2023			2024			2023
	(unaudited)
Revenue	$	-		$	-		$	-		$	-
Cost of sales		-			-			-			-
Gross profit		-			-			-			-
Selling, general, and administrative		-			-			-			-
Stock based compensation		-			-			-			-
Depreciation and amortization		-			-			-			-
Total operating expenses		-			-			-			-
Loss from operations		-			-			-			-
Other expense, net		-			-			-			-
Loss continuing operations before income taxes		-			-			-			-
Income tax benefit (expense)		-			-			-			-
Loss from continuing operations		-			-			-
Loss(Gain) from discontinued operations, net of tax		(17,416	)		(1,708	)		(19,865	)		(6,618	)
Net loss	$	(17,416	)	$	(1,708	)	$	(19,865	)	$	(6,618	)

Basic and diluted loss per share:
Continuing operations	$	(0.00	)	$	(0.00	)	$	(0.00	)	$	(0.00	)
Discontinued operations	$	(0.76	)	$	(0.12	)	$	(0.98	)	$	(0.58	)
Basic and diluted loss per share	$	(0.76	)	$	(0.12	)	$	(0.98	)	$	(0.58	)
Weighted average shares outstanding – basic and diluted		22,850,573			14,558,009			20,363,180			11,485,182

See accompanying notes to consolidated financial statements.

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Everything Blockchain, Inc.

Consolidated Statements of Stockholders’ Equity

(Amounts in thousands)

	Preferred Stock					Common Stock					Treasury			Additional Paid-in			Receivable from			Accumulated			Total Stockholders'
	Shares			Amount		Shares			Amount		Stock			Capital			Shareholder			Deficit			Equity
	(unaudited)
Balance – January 31, 2023		1,600		$	-		9,923		$	1	$	(1,691	)	$	85,975		$	(200	)	$	(60,535	)	$	23,550
Warrant exercise		-			-		-			-		-			-			200			-			200
Conversion of Series A Preferred into common stock		(50	)				2,500
Conversion of Series B Preferred into common stock		(400	)				4,000
Issuance of Series C Preferred		413													340									340
Cancellation of Treasury Stock												1,599			(1,599	)
Cancellation of shares to settle disputed receivable							(49	)				(127	)											(127	)
Sale of Mercury, Inc.		(60	)				(115	)				(216	)											(216	)
Stock issuance in exchange for accounts payable							224								165									165
Stock based compensation															1,792									1,792
Net loss																					(6,618	)		(6,618	)
Balance – October 31, 2023		1,503					16,483					(435	)		86,673						(67,153	)		19,086

Balance – January 31, 2024		1,503		$	-		16,903		$	1	$	-		$	86,991		$	-		$	(68,386	)	$	18,606
Conversion of Series C Preferred into common stock		(1,053	)		-		4,096			-		-			-			-			-			-
Issuance of common stock		-			-		953			1		-			528			-			-			529
Stock issued in exchange for debt		-			-		1,461			2		-			78			-			-			80
Stock issued in exchange for accounts payable		-			-		267			-		-			206			-			-			206
Stock based compensation		-			-		-			-		-			1,125			-			-			1,125
Net loss		-			-		-			-		-			-			-			(19,865	)		(19,865	)
Balance – October 31, 2024		450		$	-		23,680		$	4	$	-		$	88,928		$	-		$	(88,252	)	$	680

See accompanying notes to consolidated financial statements.

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Everything Blockchain, Inc.

Consolidated Statements of Cash Flows

(Amounts in thousands)

	For the Nine Months Ended October 31,
	2024			2023
	(unaudited)
Cash flows from operating activities:
Net Loss	$	-		$	-
Adjustments to reconcile net loss to net
cash used in operating activities:
		-			-
Changes in operating assets and liabilities:
		-			-
Cash used in operating activities of discontinued operations		(768	)		(2,185	)
Net cash used in operating activities		(768	)		(2,185	)
Cash flows from investing activities:
Cash received in investing activities of discontinued operations		-			697
Net cash received in investing activities		-			697
Cash flows from financing activities:
Proceeds from debt		227			-
Payment of debt		(111)			(467)
Proceeds from issuance of common stock		529			-
Proceeds from exercise of warrants		-			200
Cash received in finance activities of continued operations		645			(267)
Cash received in finance activities of discontinued operations		63			944
Net cash provided by financing activities		708			677
Net Change in Cash		(60	)		(811	)
Cash, beginning of period – continuing operations		60			657
Cash, beginning of period – discontinued operations		-			167
Cash, end of period		-			13
Cash from discontinuing operations, end of period		-			-
Cash from continuing operations, end of period	$	-		$	13

Supplemental Disclosure of Cash Flows Information:
Cash paid for interest	$	43		$	24

Non-cash Investing and Financing Activities:
Issuance of common stock for services	$	206		$	166
Acquisition of cryptocurrency		-			2,242
Issuance of Series C Preferred for cryptocurrency		-			250
Issuance of Series C Preferred		-			90
Settlement of disputed receivables for common stock		-			127
Retirement of treasury stock		-			1,599
Sale of subsidiary		-			217

See accompanying notes to consolidated financial statements.

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Everything Blockchain, Inc.

Notes to Consolidated Financial Statements

(Unaudited)

Note 1. Organization and Basis of Presentation

The accompanying unaudited consolidated financial statements of Everything Blockchain, Inc. (“EBI”) and its consolidated subsidiaries (collectively, the “Company”, “we”, “our”) have been prepared in accordance with generally accepted accounting principles in the United States of America (“GAAP”) and the rules of the Securities and Exchange Commission (the “SEC”). All significant intercompany accounts and transactions have been eliminated in consolidation.

Description of Business

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

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

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

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

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

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

Subsidiaries of the Company

The subsidiaries of the Company are Render Payment Corp., DataStone, Inc., Vengar Technologies, Inc., Everything Blockchain Technology Corporation, and EBI International, Inc.

Note 2. Summary of Significant Accounting Policies

Principles of Consolidation

The consolidated financial statements include the accounts of EBI and its wholly owned subsidiaries.

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Unaudited Interim Financial Information

The Company’s unaudited consolidated financial statements have been prepared in accordance with GAAP and pursuant to the rules and regulations of the SEC. Certain information and footnote disclosures normally included in financial statements prepared in accordance with GAAP have been condensed or omitted from this report, as is permitted by such rules and regulations. Accordingly, these consolidated financial statements should be read in conjunction with the audited financial statements as of and for the year ended January 31, 2024, and the notes thereto included in the Company’s Annual Report on Form 10-K for the year ended January 31, 2024, filed with the SEC on May 15, 2024 (the “2024 Annual Report”). The results for any interim period are not necessarily indicative of results for any future period.

The unaudited consolidated financial statements have been prepared on the same basis as the audited financial statements. In the opinion of the Company’s management, the accompanying unaudited consolidated financial statements contain all adjustments that are necessary to present fairly the Company’s financial position and results of operations for the interim periods presented. The results for the three and nine months ended October 31, 2024, are not necessarily indicative of the results for the year ending January 31, 2025, or for any future period.

As of October 31, 2024, there have been no material changes in the Company’s significant accounting policies from those that were disclosed in the 2024 Annual Report.

Use of Estimates

The preparation of financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the reported amounts of assets, liabilities, and disclosures of contingent assets and liabilities as of the date of the consolidated financial statements and reported amounts of revenues and expenses during the reporting period. Management bases its estimates on historical experience and on various assumptions that are believed to be reasonable under the circumstances, the results of which form the basis for making judgments about the carrying values of assets and liabilities that are not readily apparent from other sources. The most significant estimates and judgments relate to revenue recognition; allowance for doubtful accounts; valuation of long-lived assets and finite-lived intangible assets; recoverability of goodwill; acquisition method of accounting; contingencies; and income taxes.

On a regular basis, management reviews its estimates utilizing currently available information, changes in facts and circumstances, historical experience, and reasonable assumptions. After such reviews, and if deemed appropriate, those estimates are adjusted accordingly. Actual results could differ from those estimates.

Revenue Recognition Policies

We recognize revenue when control of the promised goods or services is transferred to our customers, in an amount that reflects the consideration we expect to be entitled to in exchange for those goods or services.

We determine revenue recognition through the following steps:

	·	identification of the contract, or contracts, with a customer;

	·	identification of the performance obligations in the contract;

	·	determination of the transaction price;

	·	allocation of the transaction price to the performance obligations in the contract; and

	·	recognition of revenue when, or as, we satisfy a performance obligation.

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Concentration of Credit Risk and Significant Customers

Financial instruments which potentially subject the Company to a concentration of credit risk consist principally of temporary cash investments and accounts receivable.

The Company establishes an allowance for doubtful accounts when events and circumstances regarding the collectability of its receivables or the selling of its commodities warrant based upon factors such as the credit risk of specific customers, historical trends, other information, and past bad debt history. The outstanding balances are stated net of an allowance for doubtful accounts.

Our cash balances are maintained in accounts held by major banks and financial institutions located in the United States. The Company may occasionally maintain amounts on deposit with a financial institution that are in excess of the federally insured limit of $250,000. The risk is managed by maintaining all deposits in high-quality financial institutions. The Company had $0 in excess of federally insured limits on October 31, 2024, and January 31, 2024.

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Cash and Cash Equivalents

The Company includes in cash and cash equivalents all short-term, highly liquid investments that mature within three months of the date of purchase. Cash equivalents consist principally of investments in interest-bearing demand deposit accounts and liquidity funds with financial institutions and are stated at cost, which approximates fair value. The Company had no cash equivalents as of October 31, 2024, and January 31, 2024.

Basic and Diluted Net Earnings (Loss) Per Share

The Company follows ASC Topic 260 – Earnings Per Share, and FASB 2015-06, Earnings Per Share to account for earnings per share. Basic earnings per share (“EPS”) calculations are determined by dividing net income (loss) by the weighted average number of shares of common stock outstanding during the period. Diluted EPS calculations are determined by dividing net income (loss) by the weighted average number of common shares outstanding plus the dilutive effect, calculated using (i) the “treasury stock” method for warrants and (ii) the “if converted” method for the preferred stock if their inclusion would not have been anti-dilutive.

Fair Value Measurements

The Company measures assets and liabilities at fair value based on an expected exit price as defined by the authoritative guidance on fair value measurements, which represents the amount that would be received on the sale of an asset or paid to transfer a liability, as the case may be, in an orderly transaction between market participants. As such, fair value may be based on assumptions that market participants would use in pricing an asset or liability. The authoritative guidance on fair value measurements establishes a consistent framework for measuring fair value on either a recurring or nonrecurring basis whereby inputs, used in valuation techniques, are assigned a hierarchical level.

The following are the hierarchical levels of inputs to measure fair value:

- Level 1:	Quoted prices in active markets for identical instruments;
- Level 2:	Other significant observable inputs (including quoted prices in active markets for similar instruments);
- Level 3:	Significant unobservable inputs (including assumptions in determining the fair value of certain investments).

The carrying values for cash and cash equivalents, accounts receivable, other current assets, accounts payable and accrued liabilities, and deferred revenue approximate their fair value due to their short maturities.

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Note 3. Going Concern

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

The Company has had historically negative cash flow and net losses. The Company has sustained its solvency through the debt and the raising of capital, which raise substantial doubt about its ability to continue as a going concern.

Management is taking steps to raise additional funds to address its operating and financial cash requirements to continue operations in the next twelve months. Management has devoted a significant amount of time to the raising of capital from additional debt and equity financing. However, the Company’s ability to continue as a going concern is dependent upon raising additional funds through debt and equity financing and generating revenue. There are no assurances the Company will receive the funding or generate the revenue necessary to fund operations. The financial statements contain no adjustments for the outcome of this uncertainty.

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Note 4. Discontinued Operations

Subsequent to this reporting period, on November 22, 2024 the Board of Directors approved, and the Company completed the sale of its assets EB Control and Build DB. As a consequence of this, the Company has reported all the financials for the quarter as discontinued operations.

The Company recognized a gain of $105,844 in discontinued operations during the quarter through a refund of payroll taxes from the Internal Revenue Service. The refunds under the ERC program were for the calendar quarters ending June 30, 2020; June 30, 2021; and October 31, 2020.

On October 31, 2023, the Board of Directors approved, and the Company completed, the sale of Mercury to Chris Carter, founder and CEO of Mercury.

In the consolidated statements of cash flows, the cash flows of discontinued operations were separately classified or aggregated under operating and investing activities.

The remaining notes to the consolidated financial statements were updated to reflect the impact of these discontinued operations. All discussions and amounts in the consolidated financial statements and related notes for all periods presented relate to continuing operations, unless otherwise noted.

The following table summarizes the results of discontinued operations (in thousands).

	For the quarter ended						For the 9 months ended
	October 31,						October 31,
	2024			2023			2024			2023

Revenue from discontinued operations	$	-		$	61		$	126		$	188
Cost of sales		-			-			-			-
Gross profit from discontinued operations	$	-		$	61		$	126		$	188
Selling, general, and administrative		385			667			1,679			2,285
Stock-based compensation		448			651			1,251			2,017
Amortization and depreciation		203			21			609			82
Total operating expenses		1,036			1,339			3,539			4,384
Loss from operations of discontinued operations		(1,036	)		(1,278	)		(3,413	)		(4,196	)
Other income(expenses) from discontinued operations, net		(16,380	)		(430	)		(16,452	)		(2,408	)
Loss from discontinued operations	$	(17,416	)	$	(1,708	)	$	(19,865	)	$	(6,618	)

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Note 5. Intangible Assets

Intangible assets consist of the following:

	As of October 31, 2024
	Gross Amount		Accumulated Amortization		Net Carrying Amount
	(in thousands)
IP/Technology	$	5,163	$	753	$	4,410

	As of January 31, 2024
	Gross Amount		Accumulated Amortization		Net Carrying Amount
	(in thousands)
IP/Technology	$	5,163	$	146	$	5,017

The Company’s IP/Technology is amortized over five years.

Note 6. Property, Plant and Equipment

Property, plant and equipment consisted of the following (in thousands):

	As of
	October 31, 2024			January 31, 2024
Computer equipment and computer software	$	19		$	19
Less: Accumulated depreciation		(18	)		(17	)
Total property, plant and equipment, net	$	1		$	2

Note 7. Debt

On July 14, 2023, a board director of the Company loaned it $55,000, representing half of the Company’s employee retention credit refund, which the Company expects to receive this year. The note calls for the payment of the principal sum of $55,000 plus interest of $12,500 for a total of $67,500. During the nine months ended October 31, 2024, the director lent the Company additional funds, which increased the outstanding balance to $87,364. The maturity date of the note is upon receipt of the employee retention credit refund.

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On September 7, 2023, Epic Industry Corp (“Epic”), a wholly owned company of Michael Hawkins the Company’s former Chairman, formalized its loans to the Company in a $1.0 million note. The note includes a mechanism to increase the amount of the note with the mutual consent of Epic and the Company. As of October 31, 2024, the note balance is $1.3 million. Monthly interest only payments at an annual rate of 4% will be made through the maturity date of February 1, 2025. If interest payments are made late after the cure period, the interest due shall be recalculated at the highest rate authorized by Florida law, which is 18% per annum. Epic in its sole discretion, at any time prior to the maturity date, may convert the principal, partial principal, and/or interest due into shares of the Company’s common stock at a static price of $1.00 per share.

On November 27, 2023, the Company entered into a note for $149,500 with a net payment to the Company of $125,000 after an original issue discount of $19,500 and expenses of $5,000. There is a one-time interest charge of 11% which is paid back along with principal over nine monthly payments beginning with the first payment due on December 30, 2023. The maturity date of the note is August 30, 2024. This note is paid in full.

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

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

Note 8. Commitments and Contingencies

The Company reports and accounts for its commitments and contingencies in accordance with ASC 440 – Commitments and ASC 450 – Contingencies. We recognize a loss on a contingency when it is probable a loss will be incurred and that the amount of the loss can be reasonably estimated. No loss contingencies have been recorded for the three and six months ended July 31, 2024 and 2023.

Note 9. Legal Proceedings

The Company may be subject to legal proceedings and claims arising from contracts or other matters from time to time in the ordinary course of business. Management is not aware of any pending or threatened litigation where the ultimate disposition or resolution could have a material adverse effect on the Company’s financial position, results of operations or liquidity.

Note 10. Related Parties and Related Party Transactions

Related party balance sheet items (in thousands)

	As of October 31, 2024		As of January 31, 2024

Accounts payable and accrued expenses	$	423	$	158
Deferred revenue		250
Loans payable		1,370		1,199

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Related party income statement items (in thousands)

	For the Three Months Ended				For the Nine Months Ended
	October 31,				October 31,
	2024		2023		2024		2023

Consulting expenses	$	-	$	66	$	164	$	198
Stock based compensation		-		631		728		1,931
Payroll expenses		147		120		390		358

Loans

Equity

During the nine months ended October 31, 2024, in a series of transactions, the Company sold a total of 903,387 shares of common stock for $0.5 million to OEM partner, Alamo City Engineering Services, Inc. (“ACES”), which is owned by a former board member Craig Stephens.

Note 11. Stockholders’ Equity

Common Stock

As of October 31, 2024 and January 31, 2024, the Company had 200 million common shares authorized. As of October 31, 2024, the Company had 23,679,886 shares issued and outstanding. As of January 31, 2024, the Company had 16,902,546 common shares issued and outstanding.

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

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

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

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

During the three and nine months ended October 31, 2024, stock-based compensation expense related to stock grants was $0 and $37,000, respectively, from a grant to an employee. During the three and nine months ended October 31, 2023, stock-based compensation expense related to stock grants was $75,000 and $150,000, respectively, from a grant to an employee.

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Preferred Stock

Series A Preferred Stock

As of October 31, 2024 and January 31, 2024, the Company had one million Series A Preferred shares, par value $0.0001, authorized, with 150,000 Series A Preferred shares issued and outstanding. The Series A Preferred stock converts into common stock at the option of the holder of the Series A Preferred. The conversion rate for every one share of Series A Preferred stock is 50 shares of common stock. Each share of Series A Preferred stock entitles the holder to 1,000 votes. Holders of Series A Preferred are entitled to share ratably in dividends if any are declared. There are no redemption rights. In the event of dissolution, the holders of Series A Preferred are entitled to share pro rata all assets remaining after payment in full of all liabilities.

Series C Preferred Stock

As of October 31, 2024 and January 31, 2024, the Company had 10 million Series C Preferred shares, par value $0.0001, authorized. As of October 31, 2024, the Company had 300,000 shares issued and outstanding. As of January 31, 2024, the Company had 1,352,632 shares issued and outstanding. The Series C Preferred Stock shall rank senior to the Company’s common stock and Series A Preferred Stock. Each holder of Series C Preferred Stock is entitled to one (1) vote for each share of Series C Preferred Stock held on all matters submitted to a vote of stockholders. Each share of Series C Preferred Stock shall be convertible, at the discretion of the holders, into shares of common stock. The number of common shares issued shall be at the rate of 30% less than the volume-weighted average price or $5.00 per share whichever is less.

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

Note 12. Warrants

A summary of warrant activity for nine months ended October 31, 2024 is as follows:

				Weighted
				Average
				Conversion
	Shares			Price

Warrants outstanding at January 31, 2024		2,611,000		$	1.09
Cancelled/Expired		(100,000	)		1.00
Warrants outstanding at July 31, 2024		2,511,000		$	1.10

During the nine months ended October 31, 2023, stock-based compensation expense related to warrant grants was $575,000, which consisted of grants to employees of $338,000 and directors of $237,000. During the nine months ended October 31, 2023, stock-based compensation expense related to warrant grants was $1,215,000, which consisted of grants to employees of $675,000, directors of $474,000, and consultants of $66,000.

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Note 13. Income Taxes

Our consolidated effective income tax rate for the three and nine months ended October 31, 2024, and 2023 was 0%.

Note 14. Net Loss Per Common Share

	For the Three Months Ended						For the Nine Months Ended
	October 31,						October 31,
	2024			2023			2024			2023
	(in thousands, except per share data)
Numerator:
Loss from continuing operations	$	-		$	-		$	-		$	-
Numerator:
Loss from discontinued operations		(17,416)			(1,708	)		(19,865	)		(6,618	)
Numerator:
Net loss	$	(17,416	)	$	(1,708	)	$	(19,865	)	$	(6,618	)
Denominator:
Weighted average common shares outstanding		22,851			14,558			20,363			11,485
Effect of dilutive securities:
Warrants		-			-			-			-
Preferred stock		-			-			-			-
Diluted shares outstanding		22,851			14,558			20,363			11,485
Basic and diluted:				$	-
Continuing operations	$	-		$	-		$	-		$	-
Discontinued operations	$	(0.76	)	$	(0.12	)	$	(0.98	)	$	(0.58	)
Basic and diluted loss per share	$	(0.76	)	$	(0.12	)	$	(0.98	)	$	(0.58	)

Note 15. Subsequent Events

On November 22, 2024, the Company entered into an Asset Purchase Agreement (“APA”) with DataRock Technologies, Inc., (“DataRock”), a Texas company. The Company owed DataRock $1,302,956 against a senior secured note that the Company was in Default. The Company entered into the APA in reaching a settlement with DataRock. Under terms of the agreement the Company sold its assets of BuildDB and EBControl, along with all intellectual property associated with these products, in exchange for $3,300,000. As payment for the $3,300,000, DataRock canceled the note payable ($898,802), assumption of our prepaid income liability ($250,000), assumption of payroll liabilities ($654,935), assumption of vendor debt ($1,148,802), and the future payment of royalties of 2.5% (capped at $193,307). Management believed this was in the best interest of the Company and its shareholders.

On January 3, 2025, the Company entered into an agreement with Epic Industry Corp, who acquired the note the Company entered into with 1800 Diagonal on July 25, 2024, that was in default, removing the default and extending any payment requirements to April 1, 2025, reducing the amount owed from $204,119.01 to $132,000. ($120,000 principal and $12,000 prepaid interest).

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

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

FORWARD-LOOKING STATEMENTS

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

OVERVIEW

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

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

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

EMPLOYEES

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

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Available Information

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

Critical Accounting Policies and Estimates

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

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

Results of Operations

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

For the Three Months Ended

For the Nine Months Ended

October 31,

2024

2023

2024

2023

(unaudited)

Revenue

Cost of sales

Gross profit

Selling, general, and administrative

Stock based compensation

Depreciation and amortization

Total operating expenses

Loss from operations

Revenue

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

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Operating Expenses

All operating expenses were reassigned to discontinued operations.

Loss from Operations

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

Analysis of Cash Flows

Operating Activities

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

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

Investing Activities

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

Financing Activities

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

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Liquidity and Capital Resources

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

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

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

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

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

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

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

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

Off-Balance Sheet Arrangements

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

Going Concern

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

Item 3. Quantitative and Qualitative Disclosures about Market Risk

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

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Item 4. Controls and Procedures

Evaluation of Disclosure Controls and Procedures

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

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

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

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

Changes in internal controls over financial reporting

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

Limitations on the Effectiveness of Controls

A control system, no matter how well designed and operated, can provide only reasonable, not absolute, assurance that the control system’s objectives will be met. The Company’s management, including its principal executive officer and its principal financial officer, do not expect that the Company’s disclosure controls will prevent or detect all errors and all fraud. Further, the design of a control system must reflect the fact that there are resource constraints, and the benefits of controls must be considered relative to their costs. Because of the inherent limitations in all control systems, no evaluation of controls can provide absolute assurance that all control issues and instances of fraud, if any, within the Company have been detected. These inherent limitations include the realities that judgments in decision-making can be faulty, and that breakdowns can occur because of simple error or mistake. Controls can also be circumvented by the individual acts of some persons, by collusion of two or more people, or by management override of the controls. The design of any system of controls is based in part upon certain assumptions about the likelihood of future events, and there can be no assurance that any design will succeed in achieving its stated goals under all potential future conditions. Over time, controls may become inadequate because of changes in conditions or deterioration in the degree of compliance with associated policies or procedures. Because of the inherent limitations in a cost-effective control system, misstatements due to error or fraud may occur and not be detected.

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PART II – OTHER INFORMATION

Item 1. Legal Proceedings

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

Item 1A. Risk Factors

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

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

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

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

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

Item 3. Defaults Upon Senior Securities

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

Item 4. Mine Safety Disclosures

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

Item 5. Other Information

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

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Item 6. Exhibits

31.1		Certification of Principal Executive Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002

31.2		Certification of Principal Financial Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002

32.1		Certification of Principal Executive Officer pursuant to Section 906 of the Sarbanes-Oxley Act of 2002

32.2		Certification of Principal Financial Officer pursuant to Section 906 of the Sarbanes-Oxley Act of 2002

101.INS		Inline XBRL Instance Document (the instance document does not appear in the Interactive Data File because its XBRL tags are embedded within the Inline XBRL document).

101.SCH		Inline XBRL Taxonomy Extension Schema Document.

101.CAL		Inline XBRL Taxonomy Extension Calculation Linkbase Document.

101.DEF		Inline XBRL Taxonomy Extension Definition Linkbase Document.

101.LAB		Inline XBRL Taxonomy Extension Labels Linkbase Document.

101.PRE		Inline XBRL Taxonomy Extension Presentation Linkbase Document.

104		Cover Page Interactive Data File (formatted as inline XBRL and contained in Exhibit 101).

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SIGNATURES

Pursuant to the requirements 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.

	Everything Blockchain, Inc.

Dated: January 27, 2025	By:	/s/ Arthur Rozenberg
		Arthur Rozenberg
	Its:	Chief Executive Officer (Principal Executive Officer)

Dated: January 27, 2025

By:

/s/ Arthur Rozenberg

Arthur Rozenberg

Its:

Interim Chief Financial Officer

(Principal Financial Officer)

nullnullnullnull

Cover - shares	9 Months Ended
Cover - shares	Oct. 31, 2024	Dec. 31, 2024
Cover [Abstract]
Entity Registrant Name	Everything Blockchain, Inc.
Entity Central Index Key	0001730869
Document Type	10-Q
Amendment Flag	false
Current Fiscal Year End Date	--01-31
Entity Small Business	true
Entity Shell Company	false
Entity Emerging Growth Company	false
Entity Current Reporting Status	Yes
Document Period End Date	Oct. 31, 2024
Entity Filer Category	Non-accelerated Filer
Document Fiscal Period Focus	Q3
Document Fiscal Year Focus	2025
Entity Common Stock Shares Outstanding		30,896,653
Entity File Number	000-56142
Entity Incorporation State Country Code	FL
Entity Tax Identification Number	82-1091922
Entity Address Address Line 1	12574 Flagler Center Blvd
Entity Address Address Line 2	Suite 101
Entity Address City Or Town	Jacksonville
Entity Address State Or Province	FL
Entity Address Postal Zip Code	32258
City Area Code	904
Local Phone Number	454-2111
Document Quarterly Report	true
Document Transition Report	false
Entity Interactive Data Current	Yes

Consolidated Balance Sheets - USD ($) $ in Thousands	Oct. 31, 2024	Jan. 31, 2024
Current assets
Cash	$ 0	$ 0
Assets of discontinued operations	137	456
Total current assets	137	456
Intangible assets, net	1,096	1,096
Assets of discontinued operations	3,314	20,648
Total assets	4,547	22,200
Current liabilities
Accounts payable and accrued expenses	413	0
Reserve for legal settlements	154	154
Liabilities of discontinued operations	3,300	2,308
Total current liabilities	3,867	2,462
Long-term liabilities
Liabilities of discontinued operations	0	1,132
Total long-term liabilities	0	1,132
Total liabilities	3,867	3,594
Stockholders' equity
Common stock, $0.0001 par value, 200,000,000 shares authorized; 23,679,886 shares issued and outstanding as of October 31, 2024; 16,902,546 shares issued and outstanding as of January 31, 2024	2	1
Additional paid-in capital	88,930	86,991
Accumulated deficit	(88,252)	(68,386)
Total stockholders' equity	680	18,606
Total liabilities and stockholders' equity	4,547	22,200
Series A Preferred Stock [Member]
Stockholders' equity
Preferred stock, value	0	0
Series C Preferred Stock [Member]
Stockholders' equity
Preferred stock, value	$ 0	$ 0

Consolidated Balance Sheets (Parenthetical) - $ / shares	Oct. 31, 2024	Jan. 31, 2024
Common stock, par value	$ 0.0001	$ 0.0001
Common stock, shares authorized	200,000,000	200,000,000
Common stock, shares issued	23,679,886	16,902,546
Common stock, shares outstanding	23,679,886	16,902,546
Series A Preferred Stock [Member]
Preferred stock, par value	$ 0.0001	$ 0.0001
Preferred stock, shares authorized	1,000,000	1,000,000
Preferred stock, shares issued	150,000	150,000
Preferred stock, shares outstanding	150,000	150,000
Series C Preferred Stock [Member]
Preferred stock, par value	$ 0.0001	$ 0.0001
Preferred stock, shares authorized	10,000,000	10,000,000
Preferred stock, shares issued	300,000	1,352,632
Preferred stock, shares outstanding	300,000	1,352,632

Consolidated Statements of Operations (unaudited) - USD ($) $ in Thousands	3 Months Ended		9 Months Ended
	Oct. 31, 2024	Oct. 31, 2023	Oct. 31, 2024	Oct. 31, 2023
Consolidated Statements of Operations (unaudited)
Revenue	$ 0	$ 0	$ 0	$ 0
Cost of sales	0	0	0	0
Gross profit	0	0	0	0
Selling, general, and administrative	0	0	0	0
Stock based compensation	0	0	0	0
Depreciation and amortization	0	0	0	0
Total operating expenses	0	0	0	0
Loss from operations	0	0	0	0
Other expense, net	0	0	0	0
Loss continuing operations before income taxes	0	0	0	0
Income tax benefit (expense)	0	0	0	0
Loss from continuing operations	0	0	0
Loss(Gain) from discontinued operations, net of tax	(17,416)	(1,708)	(19,865)	(6,618)
Net loss	$ (17,416)	$ (1,708)	$ (19,865)	$ (6,618)
Basic and diluted loss per share:
Continuing operations	$ (0.00)	$ (0.00)	$ (0.00)	$ (0.00)
Discontinued operations	(0.76)	(0.12)	(0.98)	(0.58)
Basic and diluted loss per share	$ (0.76)	$ (0.12)	$ (0.98)	$ (0.58)
Weighted average shares outstanding - basic and diluted	22,850,573	14,558,009	20,363,180	11,485,182

Consolidated Statements of Stockholders Equity (unaudited) - USD ($) shares in Thousands, $ in Thousands	Total	Common Stock	Additional Paid-In Capital	Preferred Stock	Receivable From Shareholder	Accumulated Deficit	Treasury Stock
Balance, shares at Jan. 31, 2023		9,923		1,600
Balance, amount at Jan. 31, 2023	$ 23,550	$ 1	$ 85,975	$ 0	$ (200)	$ (60,535)	$ (1,691)
Warrant exercise	200	$ 0	0	$ 0	200	0	0
Conversion of Series A Preferred into common stock, shares		2,500		(50)
Conversion of Series B Preferred into common stock, shares		4,000		(400)
Issuance of Series C Preferred shares				413
Issuance of Series C Preferred amount	340		340
Cancellation of Treasury Stock			(1,599)				1,599
Cancellation of shares to settle disputed receivable, shares		(49)
Cancellation of shares to settle disputed receivable, amount	(127)						(127)
Sale of Mercury, Inc., shares		(115)		(60)
Sale of Mercury, Inc., amount	(216)						(216)
Stock issuance in exchange for accounts payable shares		224
Stock issuance in exchange for accounts payable, amount	165		165
Stock based compensation	1,792		1,792
Net loss	(6,618)					(6,618)
Balance, amount at Oct. 31, 2023	19,086		86,673			(67,153)	(435)
Balance, shares at Oct 31, 2023 at Oct. 31, 2023		16,483		1,503
Balance, shares at Jan. 31, 2024		16,903		1,503
Balance, amount at Jan. 31, 2024	18,606	$ 1	86,991	$ 0	0	(68,386)	0
Stock issuance in exchange for accounts payable shares		267
Stock issuance in exchange for accounts payable, amount	206	$ 0	206	0	0	0	0
Stock based compensation	1,125	0	1,125	0	0	0	0
Net loss	(19,865)	$ 0	0	$ 0	0	(19,865)	0
Conversion of Series C Preferred into common stock, shares		4,096		(1,053)
Conversion of Series C Preferred into common stock, amount	0	$ 0	0	$ 0	0	0	0
Issuance of common stock, shares		953
Issuance of common stock, amount	529	$ 1	528	0	0	0	0
Stock issued in exchange for debt, shares		1,461
Stock issued in exchange for debt, amount	80	$ 2	78	0	0	0	0
Balance, amount at Oct. 31, 2024	$ 680	$ 4	$ 88,928	$ 0	$ 0	$ (88,252)	$ 0
Balance, shares at Oct 31, 2023 at Oct. 31, 2024		23,680		450

Consolidated Statements of Cash Flows (unaudited) - USD ($) $ in Thousands	9 Months Ended
	Oct. 31, 2024	Oct. 31, 2023
Cash flows from operating activities:
Net Loss	$ 0	$ 0
Changes in operating assets and liabilities:
Cash used in operating activities of discontinued operations	(768)	(2,185)
Net cash used in operating activities	(768)	(2,185)
Cash flows from investing activities:
Cash received in investing activities of discontinued operations	0	697
Net cash received in investing activities	0	697
Cash flows from financing activities:
Proceeds from debt	227	0
Payment of debt	(111)	(467)
Proceeds from issuance of common stock	529	0
Proceeds from exercise of warrants	0	200
Cash received in finance activities of continued operations	645	(267)
Cash received in finance activities of discontinued operations	63	944
Net cash provided by financing activities	708	677
Net Change in Cash	(60)	(811)
Cash, beginning of period - continuing operations	60	657
Cash, beginning of period - discontinued operations	0	167
Cash end of period	0	13
Cash from discontinuing operations, end of period	0	0
Cash from continuing operations, end of period	0	13
Supplemental Disclosure of Cash Flows Information:
Cash paid for interest	43	24
Non-cash Investing and Financing Activities:
Issuance of common stock for services	206	166
Acquisition of cryptocurrency	0	2,242
Issuance of Series C Preferred for cryptocurrency	0	250
Issuance of Series C Preferred	0	90
Settlement of disputed receivables for common stock	0	127
Retirement of treasury stock	0	1,599
Sale of subsidiary	$ 0	$ 217

Organization and Basis of Presentation

9 Months Ended

Oct. 31, 2024

Organization and Basis of Presentation

Organization and Basis of Presentation

Note 1. Organization and Basis of Presentation

Description of Business

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

Subsidiaries of the Company

The subsidiaries of the Company are Render Payment Corp., DataStone, Inc., Vengar Technologies, Inc., Everything Blockchain Technology Corporation, and EBI International, Inc.

Summary of Significant Accounting Policies

9 Months Ended

Oct. 31, 2024

Summary of Significant Accounting Policies

Summary of Significant Accounting Policies

Note 2. Summary of Significant Accounting Policies

Principles of Consolidation

The consolidated financial statements include the accounts of EBI and its wholly owned subsidiaries.

Unaudited Interim Financial Information

As of October 31, 2024, there have been no material changes in the Company’s significant accounting policies from those that were disclosed in the 2024 Annual Report.

Use of Estimates

Revenue Recognition Policies

We determine revenue recognition through the following steps:

	·	identification of the contract, or contracts, with a customer;

	·	identification of the performance obligations in the contract;

	·	determination of the transaction price;

	·	allocation of the transaction price to the performance obligations in the contract; and

	·	recognition of revenue when, or as, we satisfy a performance obligation.

Concentration of Credit Risk and Significant Customers

Financial instruments which potentially subject the Company to a concentration of credit risk consist principally of temporary cash investments and accounts receivable.

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Cash and Cash Equivalents

Basic and Diluted Net Earnings (Loss) Per Share

Fair Value Measurements

The following are the hierarchical levels of inputs to measure fair value:

- Level 1:	Quoted prices in active markets for identical instruments;
- Level 2:	Other significant observable inputs (including quoted prices in active markets for similar instruments);
- Level 3:	Significant unobservable inputs (including assumptions in determining the fair value of certain investments).

Going Concern

9 Months Ended

Oct. 31, 2024

Going Concern

Going Concern

Note 3. Going Concern

Discontinued Operations

9 Months Ended

Oct. 31, 2024

Discontinued Operations

Discontinued Operations

Note 4. Discontinued Operations

On October 31, 2023, the Board of Directors approved, and the Company completed, the sale of Mercury to Chris Carter, founder and CEO of Mercury.

In the consolidated statements of cash flows, the cash flows of discontinued operations were separately classified or aggregated under operating and investing activities.

The following table summarizes the results of discontinued operations (in thousands).

	For the quarter ended						For the 9 months ended
	October 31,						October 31,
	2024			2023			2024			2023

Revenue from discontinued operations	$	-		$	61		$	126		$	188
Cost of sales		-			-			-			-
Gross profit from discontinued operations	$	-		$	61		$	126		$	188
Selling, general, and administrative		385			667			1,679			2,285
Stock-based compensation		448			651			1,251			2,017
Amortization and depreciation		203			21			609			82
Total operating expenses		1,036			1,339			3,539			4,384
Loss from operations of discontinued operations		(1,036	)		(1,278	)		(3,413	)		(4,196	)
Other income(expenses) from discontinued operations, net		(16,380	)		(430	)		(16,452	)		(2,408	)
Loss from discontinued operations	$	(17,416	)	$	(1,708	)	$	(19,865	)	$	(6,618	)

Intangible Assets

9 Months Ended

Oct. 31, 2024

Intangible Assets

Intangible Assets

Note 5. Intangible Assets

Intangible assets consist of the following:

	As of October 31, 2024
	Gross Amount		Accumulated Amortization		Net Carrying Amount
	(in thousands)
IP/Technology	$	5,163	$	753	$	4,410

	As of January 31, 2024
	Gross Amount		Accumulated Amortization		Net Carrying Amount
	(in thousands)
IP/Technology	$	5,163	$	146	$	5,017

The Company’s IP/Technology is amortized over five years.

Property Plant and Equipment

9 Months Ended

Oct. 31, 2024

Property Plant and Equipment

Property, Plant and Equipment

Note 6. Property, Plant and Equipment

Property, plant and equipment consisted of the following (in thousands):

	As of
	October 31, 2024			January 31, 2024
Computer equipment and computer software	$	19		$	19
Less: Accumulated depreciation		(18	)		(17	)
Total property, plant and equipment, net	$	1		$	2

Debt

9 Months Ended

Oct. 31, 2024

Debt

Debt

Note 7. Debt

Commitments and Contingencies

9 Months Ended

Oct. 31, 2024

Commitments and Contingencies

Commitments and Contingencies

Note 8. Commitments and Contingencies

Legal Proceedings

9 Months Ended

Oct. 31, 2024

Legal Proceedings

Note 9. Legal Proceedings

Related Parties and Related Party Transactions

9 Months Ended

Oct. 31, 2024

Note 10. Related Parties and Related Party Transactions

Related party balance sheet items (in thousands)

	As of October 31, 2024		As of January 31, 2024

Accounts payable and accrued expenses	$	423	$	158
Deferred revenue		250
Loans payable		1,370		1,199

Related party income statement items (in thousands)

	For the Three Months Ended				For the Nine Months Ended
	October 31,				October 31,
	2024		2023		2024		2023

Consulting expenses	$	-	$	66	$	164	$	198
Stock based compensation		-		631		728		1,931
Payroll expenses		147		120		390		358

Loans

Equity

Stockholders Equity

9 Months Ended

Oct. 31, 2024

Stockholders Equity

Stockholders' Equity

Note 11. Stockholders’ Equity

Common Stock

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

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

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

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

Preferred Stock

Series A Preferred Stock

Series C Preferred Stock

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

Warrants

9 Months Ended

Oct. 31, 2024

Warrants

Warrants

Note 12. Warrants

A summary of warrant activity for nine months ended October 31, 2024 is as follows:

				Weighted
				Average
				Conversion
	Shares			Price

Warrants outstanding at January 31, 2024		2,611,000		$	1.09
Cancelled/Expired		(100,000	)		1.00
Warrants outstanding at July 31, 2024		2,511,000		$	1.10

Income Taxes

9 Months Ended

Oct. 31, 2024

Income Taxes

Income Taxes

Note 13. Income Taxes

Our consolidated effective income tax rate for the three and nine months ended October 31, 2024, and 2023 was 0%.

Net Loss Per Common Share

9 Months Ended

Oct. 31, 2024

Basic and diluted loss per share:

Net Income Loss Per Common Share

Note 14. Net Loss Per Common Share

	For the Three Months Ended						For the Nine Months Ended
	October 31,						October 31,
	2024			2023			2024			2023
	(in thousands, except per share data)
Numerator:
Loss from continuing operations	$	-		$	-		$	-		$	-
Numerator:
Loss from discontinued operations		(17,416)			(1,708	)		(19,865	)		(6,618	)
Numerator:
Net loss	$	(17,416	)	$	(1,708	)	$	(19,865	)	$	(6,618	)
Denominator:
Weighted average common shares outstanding		22,851			14,558			20,363			11,485
Effect of dilutive securities:
Warrants		-			-			-			-
Preferred stock		-			-			-			-
Diluted shares outstanding		22,851			14,558			20,363			11,485
Basic and diluted:				$	-
Continuing operations	$	-		$	-		$	-		$	-
Discontinued operations	$	(0.76	)	$	(0.12	)	$	(0.98	)	$	(0.58	)
Basic and diluted loss per share	$	(0.76	)	$	(0.12	)	$	(0.98	)	$	(0.58	)

Subsequent Events

9 Months Ended

Oct. 31, 2024

Subsequent Events

Subsequent Events

Note 15. Subsequent Events

Summary of Significant Accounting Policies (Policies)

9 Months Ended

Oct. 31, 2024

Summary of Significant Accounting Policies

Principles of Consolidation

The consolidated financial statements include the accounts of EBI and its wholly owned subsidiaries.

Unaudited Interim Financial Information

As of October 31, 2024, there have been no material changes in the Company’s significant accounting policies from those that were disclosed in the 2024 Annual Report.

Use of Estimates

Revenue Recognition Policies

We determine revenue recognition through the following steps:

	·	identification of the contract, or contracts, with a customer;

	·	identification of the performance obligations in the contract;

	·	determination of the transaction price;

	·	allocation of the transaction price to the performance obligations in the contract; and

	·	recognition of revenue when, or as, we satisfy a performance obligation.

Concentration of Credit Risk and Significant Customers

Financial instruments which potentially subject the Company to a concentration of credit risk consist principally of temporary cash investments and accounts receivable.

Cash and Cash Equivalents

Basic and Diluted Net Earnings (Loss) Per Share

Fair Value Measurements

The following are the hierarchical levels of inputs to measure fair value:

- Level 1:	Quoted prices in active markets for identical instruments;
- Level 2:	Other significant observable inputs (including quoted prices in active markets for similar instruments);
- Level 3:	Significant unobservable inputs (including assumptions in determining the fair value of certain investments).

Discontinued Operations (Tables)

9 Months Ended

Oct. 31, 2024

Discontinued Operations

Schedule of Discontinued Operations

	For the quarter ended						For the 9 months ended
	October 31,						October 31,
	2024			2023			2024			2023

Revenue from discontinued operations	$	-		$	61		$	126		$	188
Cost of sales		-			-			-			-
Gross profit from discontinued operations	$	-		$	61		$	126		$	188
Selling, general, and administrative		385			667			1,679			2,285
Stock-based compensation		448			651			1,251			2,017
Amortization and depreciation		203			21			609			82
Total operating expenses		1,036			1,339			3,539			4,384
Loss from operations of discontinued operations		(1,036	)		(1,278	)		(3,413	)		(4,196	)
Other income(expenses) from discontinued operations, net		(16,380	)		(430	)		(16,452	)		(2,408	)
Loss from discontinued operations	$	(17,416	)	$	(1,708	)	$	(19,865	)	$	(6,618	)

Intangible Assets (Tables)

9 Months Ended

Oct. 31, 2024

Intangible Assets

Schedule of Intangible Assets

	As of October 31, 2024
	Gross Amount		Accumulated Amortization		Net Carrying Amount
	(in thousands)
IP/Technology	$	5,163	$	753	$	4,410

	As of January 31, 2024
	Gross Amount		Accumulated Amortization		Net Carrying Amount
	(in thousands)
IP/Technology	$	5,163	$	146	$	5,017

Property Plant and Equipment (Tables)

9 Months Ended

Oct. 31, 2024

Property Plant and Equipment

Schedule Of Property, Plant And Equipment

	As of
	October 31, 2024			January 31, 2024
Computer equipment and computer software	$	19		$	19
Less: Accumulated depreciation		(18	)		(17	)
Total property, plant and equipment, net	$	1		$	2

Related Parties and Related Party Transactions (Tables)

9 Months Ended

Oct. 31, 2024

Related party balance sheet items (in thousands)

	As of October 31, 2024		As of January 31, 2024

Accounts payable and accrued expenses	$	423	$	158
Deferred revenue		250
Loans payable		1,370		1,199

Related party income statement items (in thousands)

	For the Three Months Ended				For the Nine Months Ended
	October 31,				October 31,
	2024		2023		2024		2023

Consulting expenses	$	-	$	66	$	164	$	198
Stock based compensation		-		631		728		1,931
Payroll expenses		147		120		390		358

Warrants (Tables)

9 Months Ended

Oct. 31, 2024

Warrants

Schedule of Warrant Activity

				Weighted
				Average
				Conversion
	Shares			Price

Warrants outstanding at January 31, 2024		2,611,000		$	1.09
Cancelled/Expired		(100,000	)		1.00
Warrants outstanding at July 31, 2024		2,511,000		$	1.10

Net Income (Loss) Per Common Share (Tables)

9 Months Ended

Oct. 31, 2024

Basic and diluted loss per share:

Schedule of Net Income (Loss) Per Common Share

	For the Three Months Ended						For the Nine Months Ended
	October 31,						October 31,
	2024			2023			2024			2023
	(in thousands, except per share data)
Numerator:
Loss from continuing operations	$	-		$	-		$	-		$	-
Numerator:
Loss from discontinued operations		(17,416)			(1,708	)		(19,865	)		(6,618	)
Numerator:
Net loss	$	(17,416	)	$	(1,708	)	$	(19,865	)	$	(6,618	)
Denominator:
Weighted average common shares outstanding		22,851			14,558			20,363			11,485
Effect of dilutive securities:
Warrants		-			-			-			-
Preferred stock		-			-			-			-
Diluted shares outstanding		22,851			14,558			20,363			11,485
Basic and diluted:				$	-
Continuing operations	$	-		$	-		$	-		$	-
Discontinued operations	$	(0.76	)	$	(0.12	)	$	(0.98	)	$	(0.58	)
Basic and diluted loss per share	$	(0.76	)	$	(0.12	)	$	(0.98	)	$	(0.58	)

Summary of Significant Accounting Policies (Details Narrative) - USD ($)	Oct. 31, 2024	Jan. 31, 2024
Summary of Significant Accounting Policies
Federally Insured Limit	$ 250,000
Federally Limit, Excess	$ 0	$ 0

Discontinued Operations (Details) - USD ($) $ in Thousands	3 Months Ended		9 Months Ended
Discontinued Operations (Details) - USD ($) $ in Thousands	Oct. 31, 2024	Oct. 31, 2023	Oct. 31, 2024	Oct. 31, 2023
Discontinued Operations
Revenue from discontinued operations	$ 0	$ 61	$ 126	$ 188
Cost of sales	0	0	0	0
Gross profit from discontinued operations	0	61	126	188
Selling, general, and administrative	385	667	1,679	2,285
Stock-based compensation	448	651	1,251	2,017
Amortization and depreciation	203	21	609	82
Total operating expenses	1,036	1,339	3,539	4,384
Loss from operations of discontinued operations	(1,036)	(1,278)	(3,413)	(4,196)
Other income(expenses) from discontinued operations, net	(16,380)	(430)	(16,452)	(2,408)
Loss from discontinued operations	$ (17,416)	$ (1,708)	$ (19,865)	$ (6,618)

Discontinued Operations (Details Narrative) $ in Thousands	9 Months Ended
Discontinued Operations (Details Narrative) $ in Thousands	Oct. 31, 2024 USD ($)
Discontinued Operations
Gain from discontinued operations	$ 105,844

Intangible Assets (Details) - IP Technologies Member - USD ($) $ in Thousands	Oct. 31, 2024	Jan. 31, 2024
Gross Amount	$ 5,163	$ 5,163
Accumulated Amortization	753	146
Net Carrying Amount	$ 4,410	$ 5,017

Intangible Assets (Details Narrative)	9 Months Ended
Intangible Assets (Details Narrative)	Oct. 31, 2024
Series A Preferred Stock [Member]
Finite-Lived Intangible Assets, Amortization Method	Technology is amortized over five years

Property Plant and Equipment (Details) - USD ($) $ in Thousands	Oct. 31, 2024	Jan. 31, 2024
Less: Accumulated Depreciation	$ (18)	$ (17)
Total Property, Plant And Equipment, Net	1	2
Computer Equipment and Computer Software [Member]
Property, Plant And Equipment, Gross	$ 19	$ 19

Debt (Details Narrative) - USD ($)			1 Months Ended			9 Months Ended
Debt (Details Narrative) - USD ($)	Sep. 07, 2023	Jul. 14, 2023	Jul. 26, 2024	Mar. 21, 2024	Nov. 27, 2023	Oct. 31, 2024
Debt Instrument, Face Amount			$ 120,000	$ 83,300	$ 149,500
Debt Expenses			$ 5,000	$ 5,000	$ 5,000
Debt Instrument, Interest Rate			10.00%	14.00%	11.00%
Proceeds from (Repayments of) Debt			$ 95,000	$ 65,000	$ 125,000
Original issue discount			$ 20,000	$ 13,300	$ 19,500
Board Of Directors [Member]
Amount of loan related to third parties		$ 55,000
Notes principal amount		55,000
Interest on Loan amount		12,500
Notes payable		$ 67,500
Loan outstanding balance						$ 87,364
Epic [Member]
Debt Instrument, Interest Rate						4.00%
Loan Maturity Date						February 1, 2025
Static price						$ 1.00
Principal amount						$ 1,300,000
Loans	$ 1,000,000.0
Interest rate Per Annum						18.00%

Related Parties and Related Party Transactions (Details) - USD ($) $ in Thousands	3 Months Ended		9 Months Ended
	Oct. 31, 2024	Oct. 31, 2023	Oct. 31, 2024	Oct. 31, 2023	Jan. 31, 2024
Accounts Payable And Accrued Expenses	$ 413		$ 413		$ 0
FMV [Member]
Accounts Payable And Accrued Expenses	423		423		158
Loans Payable	1,370		1,370		$ 1,199
Deferred revenue	250		250
Consulting Expenses	0	$ 66	164	$ 198
Stock Based Compensation	0	631	728	1,931
Payroll expenses	$ 147	$ 120	$ 390	$ 358

Related Parties and Related Party Transactions (Details Narrative) - USD ($)				9 Months Ended
	Apr. 09, 2024	Sep. 07, 2023	Jul. 14, 2023	Oct. 31, 2024	Jul. 26, 2024	Mar. 21, 2024	Nov. 27, 2023
Debt Instrument, Interest Rate					10.00%	14.00%	11.00%
Comman Stocks [Member]
Sale of common stock, shares	50,000
Sale of common stock, amount	$ 28,500
Board Of Directors [Member]
Amount of loan related to third parties			$ 55,000
Notes principal amount			55,000
Interest on Loan amount			12,500
Notes payable			$ 67,500
Loan outstanding balance				$ 87,364
Epic [Member]
Debt Instrument, Interest Rate				4.00%
Loan Maturity Date				February 1, 2025
Static price				$ 1.00
Principal amount				$ 1,300,000
Loans		$ 1,000,000.0
Interest rate Per Annum				18.00%
ACES [Member] \| Comman Stocks [Member]
Sale of common stock, shares				903,387
Sale of common stock, amount				$ 500,000

Stockholders Equity (Details Narrative) - USD ($)			3 Months Ended		9 Months Ended
Stockholders Equity (Details Narrative) - USD ($)	May 15, 2024	Apr. 09, 2024	Oct. 31, 2024	Oct. 31, 2023	Oct. 31, 2024	Oct. 31, 2023	Jan. 31, 2024
Common stock, shares authorized			200,000,000		200,000,000		200,000,000
Common Stock, Shares Issued			23,679,886		23,679,886		16,902,546
Common stock, shares Outstanding			23,679,886		23,679,886		16,902,546
Stock based compensation expense related to stock grants			$ 448,000	$ 651,000	$ 1,251,000	$ 2,017,000
Issued shares of common stock for services, shares					241,735
Issued shares of common stock for services, value					$ 200,000
Common stock converted shares	4,095,948
Convertible preferred stock shares	1,052,632
Employee [Member]
Stock based compensation expense related to stock grants			$ 0	$ 75,000	$ 37,000	$ 150,000
Comman Stocks [Member]
Sale of common stock, shares		50,000
Sale of common stock, amount		$ 28,500
Comman Stocks [Member] \| ACES [Member]
Sale of common stock, shares					903,387
Sale of common stock, amount					$ 500,000
Preferred Stocks
Preferred Stock, Par Value			$ 0.0001		$ 0.0001		$ 0.0001
Preferred stock, shares issued			150,000		150,000		150,000
Preferred stock, shares outstanding			150,000		150,000		150,000
Preferred Stock, Description					The conversion rate for every one share of Series A Preferred stock is 50 shares of common stock. Each share of Series A Preferred stock entitles the holder to 1,000 votes
Preferred stock, shares authorized			1,000,000		1,000,000		1,000,000
Series C Preferred Stock
Preferred Stock, Par Value			$ 0.0001		$ 0.0001		$ 0.0001
Preferred stock, shares issued			300,000		300,000		1,352,632
Preferred stock, shares outstanding			300,000		300,000		1,352,632
Preferred Stock, Description					Each holder of Series C Preferred Stock is entitled to one (1) vote for each share of Series C Preferred Stock held on all matters submitted to a vote of stockholders. Each share of Series C Preferred Stock shall be convertible, at the discretion of the holders, into shares of common stock. The number of common shares issued shall be at the rate of 30% less than the volume-weighted average price or $5.00 per share whichever is less
Preferred stock, shares authorized			10,000,000		10,000,000		10,000,000
Common stock converted shares	4,095,948
Convertible preferred stock shares	1,052,632

Warrants (Details)	9 Months Ended
Warrants (Details)	Oct. 31, 2024 $ / shares shares
Warrants
Warrants Outstanding Shares, Beginning \| shares	2,611,000
Cancelled/Expired, Shares \| shares	(100,000)
Warrants Outstanding Shares, Ending \| shares	2,511,000
Warrants Outstanding Weighted Average Conversion Price, Beginning \| $ / shares	$ 1.09
Cancelled/Expired Weighted Average Conversion Price \| $ / shares	1.00
Warrants Outstanding Weighted Average Conversion Price, Ending \| $ / shares	$ 1.10

Warrants (Details Narrative) - USD ($)	3 Months Ended		9 Months Ended
Warrants (Details Narrative) - USD ($)	Oct. 31, 2024	Oct. 31, 2023	Oct. 31, 2024	Oct. 31, 2023
Stock based compensastion	$ 0	$ 0	$ 0	$ 0
Employee Stock Warrant Grants [Member]
Stock based compensastion			338,000	675,000
Directors [Member]
Stock based compensastion			237,000	474,000
Consultants [Member]
Stock based compensastion				66,000
Warrant Grants [Member]
Stock based compensastion			$ 575,000	$ 1,215,000

Income Taxes (Details Narrative)	9 Months Ended
Income Taxes (Details Narrative)	Oct. 31, 2024	Oct. 31, 2023
Income Taxes
Effective income tax rate	0.00%	0.00%

Net Loss Per Common Share (Details) - USD ($) $ / shares in Units, shares in Thousands, $ in Thousands	3 Months Ended		9 Months Ended
	Oct. 31, 2024	Oct. 31, 2023	Oct. 31, 2024	Oct. 31, 2023
Basic and diluted loss per share:
Loss from continuing operations	$ 0		$ 0	$ 0
Loss from discontinued operations	(17,416)	$ (1,708)	(19,865)	(6,618)
Net Loss	$ (17,416)	$ (1,708)	$ (19,865)	$ (6,618)
Weighted Average Common Shares Outstanding	22,851	14,558	20,363	11,485
Diluted shares outstanding	22,851	14,558	20,363	11,485
Basic and diluted Continuing operations	$ (0.00)	$ (0.00)	$ (0.00)	$ (0.00)
Basic and diluted Discontinued operations	(0.76)	(0.12)	(0.98)	(0.58)
Basic and diluted loss per share	$ (0.76)	$ (0.12)	$ (0.98)	$ (0.58)

Subsequent Event (Details Narrative) - USD ($)		1 Months Ended
Subsequent Event (Details Narrative) - USD ($)	Jan. 03, 2025	Nov. 22, 2024
Top [Member]
Debt Reduction	$ 204,119
Bottom [Member]
Debt Reduction	$ 132,000
Subsequent Events [Member] \| Asset Purchase Agreement with DataRock Technologies, Inc. [Member]
Vendor debt		$ 1,148,802
Payroll liabilities		654,935
Prepaid income liability		250,000
Royalty obligation description	the future payment of royalties of 2.5%
Cancellation of the note		898,802
Future payment of royalties		193,307
Payment for the canceled the note payable		3,300,000
Senior secured note		1,302,956
Intellectual property		$ 3,300,000
Subsequent Events [Member] \| Epic Industry Corp [Member]
Prepaid interest	$ 12,000
Debt instrument maturity extension description	the default and extending any payment requirements to April 1, 2025
Principal amount	$ 120,000

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