UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-Q

☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE

SECURITIES EXCHANGE ACT OF 1934

For the quarterly period ended June 30, 2024

☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE

EXCHANGE ACT

Commission File Number: 000-56298 

MOUNTAIN TOP PROPERTIES, INC.

(Exact name of registrant as specified in its charter)  

Indicate by check mark whether the registrant (1) filed all reports required to be filed by Section 13 or 15(d) of the 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 and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted 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 and post such files) ☒ Yes ☐ No

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

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

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act):

☐Yes ☒ No

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APPLICABLE ONLY TO ISSUERS INVOLVED IN BANKRUPTCY

PROCEEDINGS DURING THE PRECEDING FIVE YEARS

Check whether the registrant filed all documents and reports required to be filed by Section 12, 13 or 15(d) of the Exchange Act after the distribution of securities under a plan confirmed by a court. Yes ☒ No ☐

APPLICABLE ONLY TO CORPORATE ISSUERS

Indicate the number of shares outstanding of each of the issuer's classes of common stock, as of the latest practicable date: 268,325,020 of common stock as of the date of this filing, October 10, 2024.

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TABLE OF CONTENTS

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PART 1 CONSOLIDATED FINANCIAL STATEMENTS 

MOUNTAIN TOP PROPERTIES INC.

CONSOLIDATED FINANCIAL STATEMENTS

FOR THE FISCAL QUARTER ENDED JUNE 30, 2024

TABLE OF CONTENTS

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  Mountain Top Properties, Inc.

Notes to Consolidated Financial Statements

For the six months ended June 30, 2024

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Mountain Top Properties, Inc.

Notes to Consolidated Financial Statements

For the six months ended June 30, 2024

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  Mountain Top Properties, Inc.

Notes to Consolidated Financial Statements

For the six months ended June 30, 2024

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Mountain Top Properties, Inc.

Notes to Consolidated Financial Statements

For the six months ended June 30, 2024

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  Mountain Top Properties, Inc.

Notes to Consolidated Financial Statements

For the six months ended June 30, 2024 

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ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS. 

Forward Looking Statements

This section and other parts of this Form 10-Q quarterly report includes "forward-looking statements", that involves risks and uncertainties. All statements other than statements of historical facts, included in this Form 10-Q that address activities, events, or developments that we expect or anticipate will or may occur in the future, including such things as future capital expenditures (including the amount and nature thereof), business strategy and measures to implement strategy, competitive strength, goals, expansion and growth of our business and operations, plans, references to future success, reference to intentions as to future matters, and other such matters are forward-looking statements. In some cases, you can identify forward-looking statements by terminology such as "may," "will," "should," "expects," "plans," "anticipates," "believes," "estimates," "predicts," "potential," or "continue," or the negative of such terms or other comparable terminology. These statements are only predictions. Actual events or results may differ materially. These statements are based upon certain assumptions and analyses made by us in light of our experience and our perception of historical trends, current conditions and expected future developments as well as other factors that we believe are appropriate in the circumstances. However, whether actual results and developments will conform to our expectations and predictions is subject to a number of risks, uncertainties, and other factors, many of which are beyond our control.

Although we believe that the expectations reflected in the forward-looking statements are reasonable, we cannot guarantee future results, levels of activity, performance, or achievements. Moreover, we do not assume responsibility for the accuracy and completeness of such forward-looking statements. We are under no duty to update any of the forward-looking statements after the date of this report to conform such statements to actual results.

Overview

Mountain Top Properties, Inc. (the "Company", "we", or "us") was incorporated under the laws of the State of Nevada on November 6, 1990.

Mountain Top Realty, Inc. - a Subsidiary of Mountain Top Properties, Inc. (the "Company", "we", or "us") was incorporated under the laws of the State of Wyoming on February 3, 2023.

Certain statements contained below are forward-looking statements (rather than historical facts) that are subject to risks and uncertainties that could cause actual results to differ materially from those described in the forward-looking statements.

RESULTS OF OPERATIONS

Working Capital 

Cash Flows 

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RESULTS OF OPERATIONS (Continued)

For the Three months Ended June 30, 2024 and June 30, 2023

Operating Revenues

 We have generated revenues of $0 for the three months ended June 30, 2024 and $0 for the three months ended June 30, 2023.

Operating Expenses and Net Loss

Operating expenses for the three months June 30, 2024, were $21,886 compared with $5,367 for the three months ended June 30, 2023.  The increase in operating expenses consisted of a increase in general and administrative expenses from $0 for the three months ended June 30, 2023, to $15,105 the three months June 30, 2024, an increase in professional fees from $5,097 for the three months ended June 30, 2023, to $6,781 for the three months ended June 30, 2024 and a decrease in depreciation expense from $270 for the three months ended June 30, 2023, to $0 for the three months ended June 30, 2024.

In the three months ended June 30, 2024, the Company recorded a net of loss of $21,886.

In the year ended December 31, 2023, the Company recorded a net loss of $556,256.

For the Six months Ended June 30, 2024 and June 30, 2023

 Operating Revenues

 We have generated revenues of $0 for the six months ended June 30, 2024 and $0 for the six months ended June 30, 2023.

Operating Expenses and Net Loss

Operating expenses for the six months June 30, 2024, were $46,339 compared with $11,984 for the six months ended June 30, 2023.  The increase in operating expenses consisted of a increase in general and administrative expenses from $0 for the six months ended June 30, 2023, to $32,539, for the six months ended June 30, 2024, an increase in professional fees from $11,033 for the six months ended June 30, 2023, to $13,800 for the six months ended June 30, 2024 and a decrease in depreciation expense from $951 for the six months ended June 30, 2023, to $0 for the six months ended June 30, 2024.

In the six months ended June 30, 2024, the Company recorded a net of loss of $46,339.

In the year ended December 31, 2023, the Company recorded a net loss of $556,256.

Liquidity and Capital Resources

At June 30, 2024, the Company's cash balance was $311 , Right to Use - Operating Lease Asset was $132,235.

For total assets of $144,153. As of June 30, 2024, the Company had total liabilities of $246,842.

As of June 30, 2024, the Company had a working capital deficit of $124,575.

At December 31, 2023, the Company's cash balance was $2,500 , Right to Use - Operating Lease Asset was $154,956.

For total assets of $157,456. As of December 31, 2023, the Company had total liabilities of $238,192.

As of December 31, 2023, the Company had a working capital deficit of $80,736.

A Lease Agreement was signed in December 2023. As of December 31, 2023 the company recorded a current lease liability of $46,602 and a non-current lease liability of $108,354.

As of June 30, 2024 the company recorded a current lease liability of $48,875 and a non-current lease liability of $83,360. Amortization on the Right of Use -Operating Lease Asset was $22,721 and Finance Lease Interest was $7,279, for the six months ended June 30, 2024.   

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Cash flow from Operating Activities

 During the six months ended June 30, 2024, the Company used $4,689 of cash for operating activities, compared with $0 in the six months ended June 30, 2023.

Cash flow from Investing Activities

        During the six months ended June 30, 2024 and June 30, 2023, the Company received $0 cash from investing activities.

Cash flow from Financing Activities

During the six months ended June 30, 2024 the Company had $2,500 in cash received from financing activities, compared with $0 in the six months ended June 30, 2023.

 Capital Stock 

On January 21, 2021, the Company filed a Certificate of Amendment with the Secretary of State of Nevada whereby its authorized shares were changed to 900,000,000, par value $.0001, consisting of 800,000,000 Common Stock and 100,000,000 Blank Check Preferred Stock.  These shares are non-assessable.  

On February 9, 2021, the Company filed a Certificate of Designation Preferences and Rights of Series A Convertible Stock with the Secretary of State of Nevada whereby One Hundred Million shares of the Preferred Stock, $.0001 par value, were be issued in denominations of 1,000 shares or greater.  Holder of each Series A Super voting Preferred Stock have Twenty Thousand times the number of votes as shareholders of the Common Stock. On that same day 99,922,000 shares of Series A Preferred Stock was issued to a Related Party, in exchange for a debt conversion of $18,295 in Related Party Payable.

Common Stock 

The company is authorized to issue 800,000,000 shares of common stock, par value of $.0001 per share.

As of December 31, 2023 and June 30, 2024, the Company had 266,775,020 shares of its common stock issued and outstanding.

Preferred Stock 

The Company is authorized to issue 100,000,000 shares of Preferred Stock, par value $.0001 per share.

As of December 31, 2023 and June 30, 2024, the Company had 100,000,000 shares of Series A Preferred Stock were issued and outstanding.

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 Common Stock Payable 

On October 19, 2023, Mountain Top Properties entered into a Marketing Services Agreement for Stock compensation. Hybrid Financial received 16,666,667 shares of common stock in exchange for marketing services valued at $498,333. The Company will use them to communicate to the US Financial Community information about the Company.

On December 8, 2023 a Subscription Agreement was entered into by Mountain Top Properties, Inc. and Mark Vargas to invest $10,000 in consideration for purchasing 1,000,000 shares of Common Stock at the price of $0.01 per share. This has been recorded as a Stock Payable in the Company.

On December 15, 2023 a Subscription Agreement was entered into by Mountain Top Properties, Inc. and Tatiana Vargas to invest $3,000 in consideration for purchasing 300,000 shares of Common Stock at the price of $0.01 per share. This has been recorded as a Stock Payable in the Company.

In December 2023, wires in the amount of $23,500 were deposited into Mountain Top Properties to be held for the consideration for purchasing Common Stock at a later date. This has been recorded as a Stock Payable in the Company.

On March 18, 2024, a Subscription Agreement was entered into by Mountain Top Properties, Inc. and Mark Vargas to invest $2,500 in consideration for purchasing 250,000 shares of Common Stock at the price of $0.01 per share. This has been recorded as a Stock Payable in the Company.

Subsequent Developments

On July 29, 2024, the Company issued 1,000,000 shares of common stock to Mark Vargas in exchange for a $10,000 Stock Payable recorded on December 8, 2023.

On July 29, 2024, the Company issued 300,000 shares of common stock to Tatiana Vargas for a $3,000 Stock Payable recorded on December 15, 2023.

  The Company evaluated all other events or transactions that occurred after June 30, 2024, through October 10, 2024. The Company determined that it does not have any other subsequent event requiring recording or disclosure in the consolidated financial statements for the period ended June 30, 2024.

Going Concern

We have not attained profitable operations and are dependent upon the continued financial support from our shareholders, the ability to raise equity or debt financing, and the attainment of profitable operations from our future business. These factors raise substantial doubt regarding our ability to continue as a going concern.

Off-Balance Sheet Arrangements

We have no significant off-balance sheet arrangements that have or are reasonably likely to have a current or future effect on our financial condition, changes in financial condition, revenues or expenses, results of operations, liquidity, capital expenditures or capital resources that are material to stockholders.

Future Financing

The Company will consider selling securities in the future to fund operations.  There is no assurance that we will achieve any additional sales of the equity securities or arrange for debt or other financing to fund our operations and other activities. 

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  Critical Accounting Policies

Our consolidated financial statements and accompanying notes have been prepared in accordance with United States generally accepted accounting principles applied on a consistent basis. The preparation of consolidated financial statements in conformity with U.S. generally accepted accounting principles requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities, the disclosure of contingent assets and liabilities at the date of the consolidated financial statements and the reported amounts of revenues and expenses during the reporting periods.

We regularly evaluate the accounting policies and estimates that we use to prepare our consolidated financial statements. A complete summary of these policies is included in the notes to our consolidated financial statements. In general, management's estimates are based on historical experience, on information from third party professionals, and on various other assumptions that are believed to be reasonable under the facts and circumstances. Actual results could differ from those estimates made by management.

Recently Issued Accounting Pronouncements

The Company has implemented all new accounting pronouncements that are in effect. These pronouncements did not have any material impact on the consolidated financial statements unless otherwise disclosed, and the Company does not believe that there are any other new accounting pronouncements that have been issued that might have a material impact on its financial position or results of operations.

ITEM 3. QUANTITATIVE AND QUALIITATIVE DISCLOSURES ABOUT MARKET RISKS 

Market risk is the risk of loss from adverse changes in market prices and rates. The Company's market risk arises primarily from the fact that the area in which we do business is highly competitive and constantly evolving. The market in which we do business is highly competitive and constantly evolving. We face competition from the larger and more established companies, from companies that have greater resources, including but not limited to, more money, and greater ability to expand their markets also cut into our potential customers. Many of our competitors have longer operating histories, significantly greater financial strength, nationwide advertising coverage and other resources that we do not have. 

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ITEM 4. CONTROLS AND PROCEDURES

Evaluation of Disclosure Controls and Procedures

Based on their evaluation of our disclosure controls and procedures(as defined in Rule 13a-15e under the Securities Exchange Act of 1934 the "Exchange Act"), Anthony Lombardo our Principal Executive Officer and  Principal Financial Officer has concluded that as of the end of the period covered by this quarterly report on Form 10-Q, June 30, 2024, filed on October 10, 2024, that such disclosure controls and procedures were not effective due to the lack of segregation of duties and lack of a formal review process that includes multiple levels of review to ensure that information required to be disclosed by us in reports that we file or submit under the Exchange Act is recorded, processed, summarized and reported within the time periods specified in Securities and Exchange Commission rules and forms because of the identification of a material weakness in our internal control over financial reporting which we view as an integral part of our disclosure controls and procedures. Our management is responsible for establishing and maintaining adequate internal control over financial reporting.

Under the supervision of our Chief Executive Officer, the Company conducted an evaluation of the effectiveness of our internal control over financial reporting as of June 30, 2024 using the criteria established in Internal Control—Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission (COSO).

 A material weakness is a deficiency, or combination of deficiencies, in internal control over financial reporting, such that there is a reasonable possibility that a material misstatement of the Company’s annual or interim financial statements will not be prevented or detected on a timely basis. In its assessment of the effectiveness of internal control over financial reporting as of June 30, 2024, the Company determined that there were control deficiencies that constituted material weaknesses under COSO and SEC rules are, as described below:

(1) lack of a functioning audit committee and lack of a majority of independent directors on the Company’s board of directors, resulting in ineffective oversight in the establishment and monitoring of required internal controls and procedures;

(2) inadequate segregation of duties consistent with control objectives; and (3) insufficient written policies and procedures for accounting and financial reporting with respect to the requirements and application of US GAAP and SEC disclosure requirements. The aforementioned potential material weaknesses were identified by the Company’s Chief Financial Officer in connection with the preparation of our financial statements as of June 30, 2024 and communicated the matters to our management and board of directors.

Management is currently evaluating remediation plans for the above control deficiency.

Accordingly, the Company concluded that this control deficiency resulted in a reasonable possibility that a material misstatement of the annual or interim financial statements will not be prevented or detected on a timely basis by the company’s internal controls.

As a result of the material weaknesses described above, management has concluded that the Company did not maintain effective internal control over financial reporting as of June 30, 2024 based on criteria established in Internal Control—Integrated Framework issued by COSO.

Changes in Internal Control over Financial Reporting

Except as noted above, there have been no changes in our internal control over financial reporting identified in connection with the evaluation required by paragraph (d) of Exchange Act Rules 13a-15 or 15d-15 that occurred during our first quarter that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.

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PART II.  OTHER INFORMATION

ITEM 1.  LEGAL PROCEEDINGS.  

None.

ITEM 1A.    RISK FACTORS

As a smaller reporting company (as defined in Rule 12b-2 of the Exchange Act), we are not required to provide the information called for by this Item 1A.

ITEM 2.  UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS.

None.

ITEM 3.  DEFAULTS UPON SENIOR SECURITIES.  

None.

ITEM 4.  MINE SAFETY DISCLOSURES.

Not applicable.

ITEM 5.  OTHER INFORMATION.

None.

Item 6. EXHIBITS 

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SIGNATURES

In accordance with the requirements of the Exchange Act, the registrant caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.

Pursuant to the requirements of the Securities Exchange Act of 1934, this report has been signed below by the following persons on behalf of the registrant and in the capacities and on the dates indicated.

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