What changed in this filing

/stocks — the workspaceLOADING

Item 1. Financial Statements

2023-05-15 compared with 2023-04-12 · 234 added, 298 removed, 26 unchanged (95% of the section changed)

2 unchanged sentences

Consolidated Balance Sheets

Cash and cash equivalents

Liabilities and Stockholders' Deficit

Current Assets

Prepaid expenses

Total Current Assets

Intangible assets

Operating lease right-of-use asset

Equipment, net

Liabilities and Stockholders' Equity

Current liabilities

Accounts payable

Accounts payable and accrued liabilities

Convertible note payable

Due to related party

Operating lease liability - current portion

Total Current Liabilities

Total Liabilities

Stockholders' Deficit

Common stock, par value $0.001, 1,000,000,000 shares authorized, 22,945,388 and 22,945,388 shares issued and outstanding of shares as of March 31, 2020 and December 31, 2019, respectively

Stockholders' Equity

Convertible Series A Preferred Stock, par value $ 0.001 , authorized 10,000,000 shares, 10,000,000 shares issued and outstanding

Convertible Series C Preferred Stock, par value $ 0.001 , authorized 5,000,000 shares, 950,000 issued and outstanding, respectively

Common Stock par value $ 0.001 , authorized 1,000,000,000 shares, 94,245,388 and 93,945,388 shares issued and outstanding, respectively

Additional paid-in capital

2 unchanged sentences

( 59,381,400 )

Total stockholders’

Total liabilities and stockholders' deficit

The accompanying notes are an integral part of these unaudited financial statements

GENERAL ENTERPRISE VENTURES,

Total Stockholders' Equity

Total Liabilities and Stockholders' Equity

See the accompanying Notes, which are an integral part of these unaudited consolidated financial statements.

General Enterprise Ventures, Inc.

Consolidated Statements of Operations

Three Months Ended

Cost of revenue

Operating Expenses

General and administrative expenses

General and administration

Professional fees

Total operating expenses

Income (loss) before provision for income tax

Provision for income taxes

Net income(loss)

Basic and diluted loss per share consolidated

Weighted average number of shares outstanding

The accompanying notes are

an integral part of these unaudited financial statements

Loss from Operations

Other Income (Expense)

Interest expense

Total other expense

Loss from continuing operations

$ ( 353,611 )

Discontinued operations:

Income from discontinued operations

Income from discontinued operations, net of tax

$ ( 353,611 )

Loss from continuing operations Per Common Share – Basic

Income from discontinuing operations Per Common Share– Basic

Net loss per common share - Basic

Loss from continuing operations Per Common Share – Diluted

Income from discontinuing operations Per Common Share– Diluted

Net loss per common share - Diluted

Basic Weighted Average Number of Common Shares Outstanding

Diluted Weighted Average Number of Common Shares Outstanding

See the accompanying Notes, which are an integral part of these unaudited consolidated financial statements.

General Enterprise Ventures, Inc.

CONSOLIDATED STATEMENTS OF CHANGES IN STOCKHOLDERS DEFICIT

Consolidated Statements of Change in Stockholders’ Equity (Deficit)

For the three months ended March 31, 2023

Convertible Series A

Convertible Series C

Preferred stock

Stockholders'

1 unchanged sentence

$ ( 59,381,400 )

Common stock issued for services

Balance - March 31, 2023

$ ( 59,735,011 )

For the three months ended March 31, 2022

Convertible Series A

Stockholders'

Preferred stock

Balance - December 31, 2021

$ ( 56,473,572 )

Debt forgiveness - former related party

Balance - March 31, 2022

$ ( 56,503,322 )

The accompanying notes are

an integral part of these unaudited financial statements

GENERAL ENTERPRISE VENTURES,

CONSOLIDATED STATEMENTS

OF CASH FLOWS

Cash Flows From Operating Activities

Net income (loss)

Adjustments to reconcile net income to net cash provided by (used in) operating activities:

Net cash (used in) provided by financing activities from continuing operations

Net (decrease) increase in cash and cash equivalents

Cash and cash equivalents, beginning of period

Cash and cash equivalents, end of period

accompanying notes are an integral part of these unaudited financial statements

See the accompanying Notes, which are an integral part of these unaudited consolidated financial statements.

General Enterprise Ventures, Inc.

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

ORGANIZATION AND PRINCIPAL ACTIVITIES

Consolidated Statements of Cash Flows

Three Months Ended

Cash Flows from Operating Activities:

$ ( 353,611 )

Adjustments to reconcile net loss to net cash used in operating activities:

Stock-based compensation

Impairment loss on digital assets

Non-cash lease expense

Depreciation and amortization

Changes in operating assets and liabilities:

Digital currency

Prepaid expense

Related party advances funding operating expense

Accounts payable and accrued liabilities

Fixed cash payments related to operating leases

Net Cash Provided by (Used in) Operating Activities

Cash Flows from Financing Activities:

Proceeds from loan - related party

Repayment of loan- related party

Net Cash Provided by Financing Activities

Change in cash

Cash, beginning of period

Cash, end of period

Supplemental Disclosure Information:

Cash paid for interest

Cash paid for taxes

Non-Cash Financing Disclosure:

Issuance of common stock for services

Debt forgiveness - related party

See the accompanying Notes, which are an integral part of these unaudited consolidated financial statements.

General Enterprise Ventures, Inc.

(the “Company”)

was incorporated as Ultronics Corporation (the “UC”) under the laws of the State of Nevada on March 14, 1990.

never had operations and was formed to investigate potential companies that would be interested in merging with it.

On December 21, 2004, UC formed a subsidiary,

Ultronics Acquisition Corporation (“UAC”) for the purpose of facilitating an agreement and plan of merger.

UAC was incorporated

in the State of Nevada.

On December 23, 2004, UC, UAC and General Environmental Management, Inc.

(“GEM”) entered

into an Agreement and Plan of Merger whereby UAC would be merged into GEM (“Merger”) with GEM to be the surviving corporation.

On February 14, 2005, a Certificate of Merger was filed in Delaware;

however, there is no evidence of a Certificate of Merger being filed

As such, GEM did not cease to exist in Nevada.

The acquisition was treated as a reverse merger

with GEM deemed to be the accounting acquiror, and UAC the legal acquiror.

UAC’s name was changed to General Environmental Management,

(the “Company”) on March 16, 2005.

On March 10, 2006, the Company entered into an Agreement with K2M Mobile Treatment

Services, Inc.

of Long Beach, California (“K2M”), a privately held company, pursuant to which the Company acquired all of

the issued and outstanding common stock of K2M.

On August 31, 2008, The Company entered into an

agreement with Island Environmental Services, Inc.

of Pomona, California (“Island”), a privately held company, pursuant to

which The Company acquired all of the issued and outstanding common stock of Island, a California-based provider of hazardous and non-hazardous

waste removal and remediation services to a variety of private and public sector establishments.

On November 6, 2009, the Company entered into

a Stock Purchase Agreement (“CLW Agreement”) with United States Environmental Response, LLC, a California limited liability

company pursuant to which the Company purchased all of the issued and outstanding capital stock of California Living Waters, Incorporated

(“CLW”), a privately held company.

CLW owns all of the issued and outstanding capital stock of Santa Clara Waste

Water Company (“SCWW”) a California corporation.

CLW's only operating subsidiary is SCWW.

On November 25, 2009, the Company entered into

an Agreement with Luntz Acquisition (Delaware), LLC.

(“Buyer”) pursuant to which the Company sold to Luntz all of the issued

and outstanding stock of the Company's primary operating subsidiaries for cash (the “Sale”).

On February 26, 2010, after approval

of the transaction by the Company’s shareholders at a special meeting held on February 19, 2010, the Company completed the sale

of the entities created out of GEM DE.

The net cash proceeds from the transaction were used by the Company to retire senior debt and other

obligations of the Company.

The Company was not merged out of Nevada pursuant to this transaction.

Subsequent to the Luntz transaction, the Company’s

revenues and expenses, operations, assets and liabilities were discontinued from February

2010 until January 2021.

On March 19, 2019, Small Cap Compliance, LLC was

awarded custodianship of the Company by the Eighth Judicial District Court of Nevada.

On May 19, 2019, the Company was revived in Nevada.

On May 30, 2019, the custodian filed an Amendment to the Designations of the Series A Convertible Preferred Shares of the Company, and

filed a Custodian’s Certification of Amendment certifying the same.

On January 15, 2021, the Company filed a Certificate

of Conversion from a Non-Delaware Corporation to a Delaware Corporation, and the associated Certificate of Incorporation, to become a

corporation in Delaware.

Delaware recognized this domestication of the Company.

On March 31, 2021, the Company formed

General Entertainment Ventures, Inc.

(“GEVI”) in Delaware as a wholly owned subsidiary of the Company.

The purpose of the

formation of GEVI was to merge the Company into GEVI pursuant to Section 251(g) of the General Corporation Law of the State of Delaware.

On April 10, 2021, after approval by

the board of directors and shareholders of the Company, the Company was merged into GEVI pursuant to an Agreement and Plan of Merger dated

as of the same date.

GEVI is the accounting and legal acquiror of the Company.

On June 3, 2021, after approval by the

board of directors and shareholders of the Company, the Company was redomiciled to the State of Wyoming.

On October 11, 2021,

after approval by the board of directors and shareholders of the Company, the Company was renamed General Enterprise Ventures, Inc., in

the State of Wyoming.

The Company’s year-end

is December 31st.

BASIS OF PRESENTATION

The consolidated interim financial statements

included herein have been prepared by the Company, pursuant to the rules and regulations of the Securities and Exchange Commission, in

the opinion of management, include all adjustments which, except, as described elsewhere herein, are of a normal recurring nature, necessary

for a fair presentation of the financial position, results of operations, and cash flows for the period presented.

Because the Company was dormant from the period

from February 2010 through January 2021, the Company used the following methodology to prepare its financial statements.

All assets on

the Company’s March 31, 2010 balance were deemed disposed of for no value and fully impaired for quarter beginning April 1, 2010.

All Company activities at that became discontinued operations with the exception of accrued interest recorded on outstanding debt.

liabilities outstanding as of March 31, 2010 remained on the Company’s balance sheet accruing interest until the quarter ending

March 31, 2017 when they were written off due to the expiration of the Statue of Limitations.

As of March 31, 2020 and December 31, 2019

the Company had no assets or liabilities.

Notes to Unaudited Consolidated Financial Statements

March 31, 2023

Note 1 – Nature of Operations and Going Concern

General Enterprise Ventures, Inc., (the “Company” or “GEVI”), was originally incorporated under the laws of the State of Nevada on March 14, 1990.

We are a fully integrated technology company structured to provide mergers and acquisitions of new and available technology.

Through our services, we incubate first-to-market products and help existing companies accelerate their product development within all regulatory requirements.

Going Concern

The accompanying consolidated financial statements

have been prepared assuming the Company will continue as a going concern.

The Company utilized cash in operations of $-0- for the three

months ended March 31, 2020 and as of March 31, 2020 the Company had no cash on hand and a stockholders’

deficit of $57,381,515.

These matters raise substantial doubt about the Company’s ability to continue as a going concern.

SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

(a) Principles of Consolidation

The consolidated financial statements include

the accounts of General Enterprise Ventures Inc.

and its wholly owned subsidiaries, General Environmental Management, Inc., a Delaware

corporation, Island Environmental Services, Inc., a California corporation, General Environmental Management of Rancho Cordova,

LLC and California Living Waters Inc.

Inter-company accounts and transactions have been eliminated.

(b) Use of estimates

The preparation of financial statements in conformity

with accounting principles generally accepted in the United States of America requires the Company’s management to make certain

estimates and assumptions.

These estimates and assumptions affect the reported amounts of assets and liabilities and disclosure

of the contingent assets and liabilities at the date of the financial statements.

These estimates and assumptions will also

affect the reported amounts of certain revenues and expenses during the reporting period.

Actual results could differ materially

based on any changes in the estimates and assumptions that the Company uses in the preparation of its financial statements that are reviewed

no less than annually.

Actual results could differ materially from these estimates and assumptions due to changes in environmental-related

regulations or future operational plans, and the inherent imprecision associated with estimating such future matters.

The Company's business activities include providing wastewater treatment

for companies and haulers in Ventura County, California, and in adjacent counties.

The Company recognizes revenue at the time its customers

unload untreated wastewater at the Company's facility.

Concurrent with the recognition of revenue, the Company records the estimated costs

to treat and dispose of the wastewater on hand.

The Company recognizes revenue when persuasive evidence of an arrangement

exists, delivery has occurred or services have been rendered, the price is fixed or determinable, and collection is reasonably assured.

(d) Concentrations of Credit Risks

The Company’s financial instruments that are exposed to concentrations

of credit risk consist principally of cash and trade receivables.

The Company places its cash in what it believes to be credit-worthy

financial institutions.

However, cash balances have exceeded FDIC insured levels at various times.

The Company has

not experienced any losses in such accounts and believes it is not exposed to any significant risk in cash.

The Company’s trade receivables result primarily from removal

or transportation of waste, and the concentration of credit risk is limited to a broad customer base located throughout the Western United

(e) Fair Value of Financial Instruments

Fair Value Measurements are adopted by the Company

based on the authoritative guidance provided by the Financial Accounting Standards Board , with the exception of the application of the

statement to non-recurring, non-financial assets and liabilities as permitted.

The adoption based on the authoritative guidance provided

by the Financial Accounting Standards Board did not have a material impact on the Company's fair value measurements.

Based on the authoritative

guidance provided by the Financial Accounting Standards Board defines fair value as the price that would be received to sell an asset

or paid to transfer a liability in the principal or most advantageous market for the asset or liability in an orderly transaction between

market participants at the measurement date.

FASB authoritative guidance establishes a fair value hierarchy, which prioritizes the inputs

used in measuring fair value into three broad levels as follows:

Level 1- Quoted prices in active markets for identical

assets or liabilities.

Level 2- Inputs, other than the quoted prices

in active markets, that are observable either directly or indirectly.

Level 3- Unobservable inputs based on the Company's

FASB issued authoritative guidance that requires

the use of observable market data if such data is available without undue cost and effort.

(f) Stock Compensation Costs

The Company periodically issues stock options

and warrants to employees and non-employees in capital raising transactions, for services and for financing costs.

compensation is measured at the grant date, based on the fair value of the award, and is recognized as expense over the requisite service

Options vest and expire according to terms established at the grant date.

(g) Earnings per share

Basic earnings per share is computed by dividing

income available to common shareholders by the weighted average number of common shares outstanding during the period.

The diluted earnings

per share calculation give effect to all potentially dilutive common shares outstanding during the period using the treasury stock method

for warrants and options and the if-converted method for convertible debentures.

(h) Recent Accounting Pronouncements

In October 2009, the FASB issued

authoritative guidance on revenue recognition that will become effective for the Company beginning July 1, 2010, with earlier

adoption permitted.

Under the new guidance on arrangements that include software elements, tangible products that have software

components that are essential to the functionality of the tangible product will no longer be within the scope of the software

revenue recognition guidance, and software-enabled products will now be subject to other relevant revenue recognition

We believe adoption of this new guidance will not have a material impact on our financial statements.

In January 2010, the FASB issued guidance on

improving disclosures about fair value measurements to add new disclosure requirements for significant transfers in and out of Level

1 and 2 measurements and to provide a gross presentation of the activities within the Level 3 roll-forward.

guidance also clarifies existing fair value disclosures about the level of disaggregation and about inputs and valuation techniques

used to measure fair value.

The disclosure requirements are effective for interim and annual reporting periods beginning

after December 15, 2009, except for the requirement to present the Level 3 roll-forward on a gross basis, which is effective

for fiscal years beginning after December 15, 2010.

The adoption of this guidance was limited to the form and content of

disclosures, and will not have a material impact on the Company’s results of operations or financial condition.

Other recent accounting pronouncements issued

by the FASB (including its Emerging Issues Task Force), the AICPA, and the SEC did not or are not believed by management to have a material

impact on the Company's present or future consolidated financial statements.

COMMITMENTS AND CONTINGENCIES

As of March 31, 2020 the Company had 1,000,000,000

shares of common authorized and 22,945,388 shares of common stock issued and outstanding.

Management’s Discussion and Analysis of Financial

Condition and Results of Operations

FORWARD LOOKING STATEMENTS

In addition to historical information, this Quarterly

Report contains forward-looking statements, which are generally identifiable by use of the words “believes”, “expects”,

“intends”, “anticipates”, “plans to”, “estimates”, “

projects”, or similar

These forward-looking statements are subject to certain risks and uncertainties that could cause actual results

to differ materially from those reflected in these forward-looking statements.

Factors that might cause such a difference include,

but are not limited to, those discussed in the section entitled “Management’s Discussion and Analysis of Financial Condition

and Results of Operations –

Factors That May Affect Future Results”.

Readers are cautioned not to place undue reliance

on these forward-looking statements, which reflect management’s opinions only as of the date hereof.

We undertake no

obligation to revise or publicly release the results of any revision to these forward-looking statements.

Readers should carefully

review the risk factors described in other documents the company files from time to time with the Securities and Exchange Commission (

the “SEC”),

Statements made in this Form 10-Q (the “Quarterly

Report”) that are not historical or current facts are “forward-looking statements”

made pursuant to the safe harbor

provisions of Section 27A of the Securities Act of 1933, as amended (the “Act”), and Section 21E of the Securities Exchange

Act of 1934, as amended (the “Exchange Act”).

We intend that such forward-looking statements be subject to the

safe harbors for such statements.

We wish to caution readers not to place undue reliance on any such forward-looking statements,

which speak only as of the date made.

Any forward-looking statements represent management’s best judgment as to what

may occur in the future.

The forward-looking statements included herein are based on current expectations that involve numerous

risks and uncertainties.

Assumptions relating to the foregoing involve judgments with respect to, among other things, future economic,

competitive and market conditions and future business decisions, all of which are difficult or impossible to predict accurately and many

of which are beyond our control.

Although we believe that the assumptions underlying the forward-looking statements are reasonable,

any of the assumptions could be inaccurate and, therefore, there can be no assurance that the forward-looking statements included in this

Quarterly Report will prove to be accurate.

In light of the significant uncertainties inherent in the forward-looking statements

included herein, the inclusion of such information should not be regarded as a representation by us or any other person that our objectives

and plans will be achieved.

We disclaim any obligation subsequently to revise any forward-looking statements to reflect events

or circumstances after the date of such statement or to reflect the occurrence of anticipated or unanticipated events.

The words “we,”

“us,”

“our,”

and the “Company,”

refer to General Enterprise Ventures, Inc.

The words or phrases “may,”

“will,”

“expect,”

“believe,”

“anticipate,”

“estimate,”

“approximate,”

or “continue,”

“would be,”

“will allow,”

“intends to,”

“will likely result,”

“are expected to,”

“will continue,”

“is anticipated,”

“estimate,”

“project,”

or similar expressions, or the negative thereof, are intended to identify “forward-looking statements.”

results could differ materially from those projected in the forward looking statements as a result of a number of risks and uncertainties,

including but not limited to:

(a) our failure to implement our business plan within the time period we originally planned to

and (b) other risks that are discussed in this Quarterly Report or included in our previous filings with the Securities and

Exchange Commission (“SEC”).

Because the Company was dormant from the period

from February 2010 through January 2021, the Company used the following methodology to prepare its financial statements.

All assets on

the Company’s March 31, 2010 balance were deemed disposed of for no value and fully impaired for quarter beginning April 1, 2010.

All liabilities outstanding as of March 31, 2010 remained on the Company’s balance sheet accruing interest until the quarter ending

March 31, 2017 when they were written off due to the expiration of the Statue of Limitations.

As a result no MD&A is being provided.

Quantitative and Qualitative Disclosures About Market Risk

The accompanying consolidated financial statements have been prepared (i) in accordance with accounting principles generally accepted in the United States, and (ii) assuming that the Company will continue as a going concern, which contemplates the realization of assets and the satisfaction of liabilities in the normal course of business.

The Company has not generated significant income to date.

The Company is subject to the risks and uncertainties associated with a business with no substantive revenue, as well as limitations on its operating capital resources.

These matters, among others, raise substantial doubt about the ability of the Company to continue as a going concern.

These financial statements do not include any adjustments to the amounts and classification of assets and liabilities that may be necessary should the Company be unable to continue as a going concern.

In light of these matters, the Company’s ability to continue as a going concern is dependent upon the Company’s ability to raise capital and generate revenue and profits in the future.

Note 2 – Summary of Significant Accounting Policies

Basis of Presentation

The accompanying unaudited interim consolidated financial statements have been prepared in accordance with generally accepted accounting principles in the United States of America for interim financial information and with the instructions to Form 10-Q and Regulation S-X.

Accordingly, the unaudited interim financial statements do not include all of the information and footnotes required by generally accepted accounting principles for complete financial statements.

In the opinion of management, all adjustments consisting of normal recurring entries necessary for a fair statement of the periods presented for:

(a) the financial position;

(b) the result of operations;

and (c) cash flows, have been made in order to make the unaudited interim financial statements presented not misleading.

The results of operations for such interim periods are not necessarily indicative of operations for a full year.

The accompanying unaudited interim financial statements should be read in conjunction with the financial statements and related notes included in the Company’s Annual Report on Form 10-K, for the year ended December 31, 2022, as filed with the SEC on March 31, 2023.

Use of Estimates

The preparation of financial statements in conformity with accounting principles generally accepted in the United States of America (“GAAP”) requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements.

The estimates and judgments will also affect the reported amounts for certain expenses during the reporting period.

Actual results could differ from these good faith estimates and judgments.

Cash and Cash Equivalents

For purposes of balance sheet presentation and reporting of cash flows, the Company considers all unrestricted demand deposits, money market funds and highly liquid debt instruments with an original maturity of less than 90 days to be cash and cash equivalents.

The Company did not have any cash equivalents.

The Company had $ 63,529 and $ 55,434 cash equivalents at March 31, 2023 and December 31, 2022, respectively.

Inventories consist of raw materials which are stated at lower cost or net realizable value, with cost being determined on the weighted average method.

As of March 31, 2023, and December 31, 2022, the Company held inventories of $ 102,268 and $ 114,645 , respectively.

During the three months ended March 31, 2023, and 2022, the Company recorded cost of goods sold of $ 13,854 and $ 0 associated with the cost of inventories sold, respectively.

The Company did not write-off any inventories as unsalable during the three months ended March 31, 2023 and 2022.

Property and Equipment

Property and equipment are stated at cost.

Depreciation is computed on the straight-line method.

Currently our assets consist solely of furniture and equipment which we amortize over a useful life of 5 years.

Maintenance and repairs are charged to expense as incurred.

Improvements of a major nature are capitalized.

At the time of retirement or other disposition of property and equipment, the cost and accumulated depreciation are removed from the accounts and any gains or losses are reflected in income.

Long-lived assets are evaluated for impairment whenever events or changes in business circumstances indicate that the carrying amount of the assets may not be fully recoverable or that the useful lives of these assets are no longer appropriate.

Each impairment test is based on a comparison of the undiscounted future cash flows to the recorded value of the asset.

If impairment is indicated, the asset is written down to its estimated fair value.

Fair Value of Financial Instruments

The Company uses a three-tier fair value hierarchy to classify and disclose all assets and liabilities measured at fair value on a recurring basis, as well as assets and liabilities measured at fair value on a non-recurring basis, in periods subsequent to their initial measurement.

The hierarchy requires the Company to use observable inputs when available, and to minimize the use of unobservable inputs, when determining fair value.

The three tiers are defined as follows:

Level 1—Observable inputs that reflect quoted market prices (unadjusted) for identical assets or liabilities in active markets;

Level 2—Observable inputs other than quoted prices in active markets that are observable either directly or indirectly in the marketplace for identical or similar assets and liabilities;

Level 3—Unobservable inputs that are supported by little or no market data, which require the Company to develop its own assumptions.

The Company’s financial instruments, including cash, prepaid expenses, inventory, accounts payable and accrued liabilities, and due to related party, are carried at amortized cost.

At March 31, 2023 and December 31, 2022, the carrying amounts of these instruments approximated their fair values because of the short-term nature of these instruments.

Related Parties

The Company follows ASC 850, “Related Party Disclosures,” for the identification of related parties and disclosure of related party transactions (see Note 8).

Basic and Diluted Net Loss Per Common Share

Basic earnings (loss) per common share is computed by dividing net income (loss) available to common shareholders by the weighted-average number of shares of common stock outstanding during the period.

Diluted earnings per common share is computed by dividing income available to common shareholders by the weighted-average number of shares of common stock outstanding during the period increased to include the number of additional shares of common stock that would have been outstanding if potentially dilutive securities had been issued.

For the three months ended March 31, 2023, and 2022, the following common stock equivalents were excluded from the computation of diluted net loss per share as the result of the computation was anti-dilutive.

Convertible notes

We recognize revenue in accordance with ASC 606, Revenue from Contracts with Customers .

The standard’s stated core principle is that an entity should recognize revenue to depict the transfer of promised goods or services to customers in an amount that reflects the consideration to which the entity expects to be entitled in exchange for those goods or services.

To achieve this core principle, ASC 606 includes provisions within a five-step model that includes identifying the contract with a customer, identifying the performance obligations in the contract, determining the transaction price, allocating the transaction price to the performance obligations, and recognizing revenue when, or as, an entity satisfies a performance obligation.

Our revenues currently consist of products used for lumber products for fire prevention.

Revenue is recognized at a point in time that is which the risks and rewards of ownership of the products transfer from the Company to the customer.

Note 2 – Discontinued Operations

Crypto mining

On April 1, 2022, the Company implemented a plan to divest its crypto mining operations to focus its resources on the MFB acquisition (see Note 3).

The Company recognized a loss of $ 2,030 from the disposition of its crypto mining operations, which consisted of the relinquishment of the digital currency assets in exchange for settlement of the related party note payable associated with the acquisition of the equipment.

Note 3 – Equipment, net

At March 31, 2023 and December 31, 2022, equipment consisted of the following:

Furniture and equipment

accumulated depreciation

Property and equipment, net

During the three months ended March 31, 2023, the Company recorded a depreciation of $ 264 .

During the three months ended March 31, 2022, the Company recorded a depreciation of $ 15,059 for digital currency equipment, which is included within the Company’s income from discontinued operations.

Note 4 – Intangible Assets

The Company has capitalized the costs associated with acquiring the intellectual property of MFB at a value of $ 4,195,353 as of March 31, 2023, and December 31, 2022, respectively.

The amount capitalized consisted of a portion of the fair value of 1,000,000 shares of Convertible Preferred C stock of $ 4,200,000 .

During the three months ended March 31, 2023, no additional costs met the criteria for capitalization as an intangible asset.

Note 5 – Lease

The following summarizes right-of-use asset and lease information about the Company’s operating lease as of March 31, 2023:

Three Months Ended

Operating lease cost

Other information:

Cash paid for operating cash flows from operating leases

Right -of-use assets obtained upon acquisition

Weighted-average remaining lease term - operating leases (year)

Weighted-average discount rate — operating leases

Future minimum lease payments under the operating lease liability have the following non-cancellable lease payments as of March 31, 2023:

2023 (remaining nine months)

Imputed interest

Operating lease liabilities

Operating lease liabilities - current

Operating lease liabilities- non-current

Note 6 – Convertible Note

On September 30, 2022, the Company entered into a convertible note agreement for the amount of $ 54,000 , with term of six (6) months from the date of receipt of the funds, at interest rate of 2 % per annum, currently the note is in default.

At the sole option of the Lender, all or part of unpaid principal then outstanding may be converted into shares of common stock at any time starting from 24 hours after payment at a fixed conversion price of $ 0.18 per share.

As of March 31, 2023, following is the summary of funds received from the lender:

August 11, 2022

September 2, 2022

Total Convertible notes

Current portion

Long -term portion

During the three months ended March 31, 2023, the Company recognized $ 175 interest.

As of March 31, 2023, and December 31,2022, the Company owed principal of $ 35,000 and $ 35,000 and accrued interest of $ 430 and $ 255 , respectively.

Note 7 – Stockholders’ Equity

Preferred Shares

The Company’s preferred shares consist of the following:

10,000,000 authorized shares of Convertible Series A Preferred Stock, par value $ 0.001 .

The Series A Preferred Stock are convertible into common stock of the Corporation at a conversion rate of one thousand ( 1,000 ) shares of common stock and entitled to one thousand (1,000) votes of common stock for each share of Series A Preferred Stock.

The holders of the Convertible Series A Preferred Stock shall not be entitled to receive dividends.

Issued and outstanding Convertible Series A Preferred stock as of March 31, 2023, and December 31, 2022, was 10,000,000 , respectively.

5,000,000 authorized shares of non-voting Convertible Series C Preferred Stock, par value $ 0.001 .

The Series C Preferred Stock shares are convertible into common stock of the Corporation at a conversion rate of one ( 1 ) Preferred C share for twenty (20) shares of common stock.

Issued and outstanding Convertible Series A Preferred stock as of March 31, 2023 and December 31, 2022, were 950,000 , respectively.

Common Shares

The Company has authorized 1,000,000,000 shares of common stock with a par value of $ 0.001 .

Each common stock entitles the holder to one vote, in person or proxy, on any matter on which action of the stockholders of the corporation is sought.

As of March 31, 2023, 70,000,000 shares issued to a member of the board of directors and President of the Company are restricted (the “Restricted Stock Award”) and shall be released only upon the Company achieving gross revenue in each of the calendar years ended December 31, 2023, 2024, 2025 and 2026, of not less than $100,000,000.

The holder of the Restricted stock shall be entitled to vote but is not entitled to dividends or disposal.

The Company valued the voting rights associated with the awards at $ 2,100,000 which is recorded as stock-based compensation during the year ended December 31, 2022.

During the three months ended March 31, 2023, the company issued 300,000 shares of common stock for services valued at $ 86,850 .

Common shares issued and outstanding as of March 31, 2023 and December 31, 2022, were 94,245,388 and 93,945,388 , respectively.

Restricted Stock Award

On June 13, 2022, the Company issued a 70,000,000 Restricted Stock Award (“RSA”) to a member of the board of directors and President of the Company.

Set out below is a summary of the changes in the Restricted Shares during the three months ended March 31, 2023:

Three Months Ended

March 31, 2023

Weighted -Average Grant Price

Balance, December 31, 2022

Balance, March 31, 2023

Note 8 – Related Party Transactions

During the three months ended March 31, 2022, our former officer forgave $ 9,355 in accrued salary and the Company recognized it as additional paid-in-capital.

During the three months ended March 31, 2023, and 2022, a related party advanced to the Company an amount of $ 185,000 and $ 55,000 and paid $ 49,052 and $ 40,171 for operating expenses on behalf of the Company, respectively.

During the three months ended March 31,2023 and 2022, the Company repaid $ 0 and $ 47,323 owing of the loan.

During the three months ended March 31, 2023, the Company paid $ 45,000 consulting to an entity under common control of a related party and $ 40,000 commission to a related party.

As of March 31, 2023, and December 31, 2022, the Company was obliged to related parties, for unsecured, non-interest-bearing demand loans with a balance of $ 1,133,205 and $ 899,153 , respectively.

Note 9 – Commitments and Contingencies

On November 9, 2022, the Company entered into a consulting agreement with Duchess Group LLC.

for propose of obtaining corporate consulting services so as to better serve its shareholders and investment community.

The agreement shall be for period of nine months and corporate consulting services to be settled by issuing 300,000 shares of common stock upon execution agreement, 150,000 shares of common stock due three months after execution of agreement and 150,000 shares of common stock due six months after execution of agreement.

On January 25, 2023, the Company issued 300,000 shares of common stock for first commitment and it was valued based on valuation of common stock price on issuance date for amount of $ 86,850 .

As of March 31, 2023, the Company recognized commitment for consulting services based on valuation of common stock price on March 31,2023 for outstanding common shares.

As part of the consideration for the Company’s acquisition of MFB (see Note 4), the vendor will be entitled to a ten (10%) percent royalty on the gross sales before taxes of products sold under the MFB family of products, to be paid on or before the fifteenth (15 th ) day of the following month.

Note 10 – Subsequent Events

Management has evaluated subsequent events through the date these financial statements were available to be issued.

Based on our evaluation no material events have occurred that require disclosure, except as follows:

On April 5, 2023, the holder of the Convertible Series C Preferred Stock converted 150,000 shares of the Company’s Series C Preferred Stock into 3,000,000 shares of the Company’s common shares.

Compared sentence by sentence after normalising whitespace, quotation marks, case and digits, so re-formatting and restated figures do not read as changed language. Wording changes appear as one removal and one addition. The current filing and the prior one are authoritative.

What changed 10-Q

Item 1. Financial Statements