What changed in this filing

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Item 1. Financial Statements

2024-05-15 compared with 2023-11-15 · 247 added, 259 removed, 158 unchanged (76% of the section changed)

2 unchanged sentences

Consolidated Balance Sheets

September 30,

Current Assets

Prepaid expenses

Accounts receivable

Prepaid expenses

Total Current Assets

Equipment, net

Intangible assets

Operating lease right-of-use asset

Equipment, net

Liabilities and Stockholders' Equity

2 unchanged sentences

Promissory note

Convertible notes payable

Convertible note payable

Due to related parties

3 unchanged sentences

Total Liabilities

Commitment and contingencies

Stockholders' Equity

Convertible Series A Preferred Stock, par value $ 0.0001 , authorized 10,000,000 shares, 10,000,000 shares issued and outstanding

Convertible Series C Preferred Stock, par value $ 0.0001 , authorized 5,000,000 shares, 2,273,499 and 950,000 issued and outstanding, respectively

Series A Preferred Stock, par value $ 0.0001 , designated 10,000,000 shares, 10,000,000 shares issued and outstanding

Series C Convertible Preferred Stock, par value $ 0.0001 , designated 5,000,000 shares, 2,471,832 and 2,273,499 issued and outstanding, respectively

Common Stock par value $ 0.0001 , authorized 1,000,000,000 shares, 36,302,150 and 97,545,388 shares issued and outstanding, respectively

Additional paid-in capital

Common Stock to be issued -500,000 shares

Common Stock to be issued - 250,000 and 500,000 shares, respectively

Subscription received - 75,000 and 183,333 shares of Series C Preferred stock to be issued, respectively

Accumulated deficit

5 unchanged sentences

General Enterprise Ventures, Inc.

Consolidated Statements of Operations

Consolidated Statement of Operations and Comprehensive Loss

Three months ended

Nine Months Ended

September 30,

Cost of revenue

1 unchanged sentence

General and administration

Management stock-based compensation

Stock-based professional fees - related party

Professional fees

2 unchanged sentences

( 2,636,546 )

( 9,730,153 )

( 2,658,828 )

Other Expense

Interest expense

Loss on debt settled by common stock

Total other expense

Loss from continuing operations before taxes

( 9,023,003 )

( 9,732,672 )

Loss from operations before taxes

( 3,519,710 )

Provision for income taxes

Loss from continuing operations

$ ( 3,519,710 )

$ ( 353,611 )

$ ( 9,732,672 )

$ ( 2,658,904 )

Discontinued operations:

Income from discontinued operations

Loss on disposition of digital currency and digital currency assets

Income from discontinued operations, net of tax

$ ( 9,023,003 )

$ ( 297,065 )

Comprehensive Loss

$ ( 3,519,710 )

$ ( 353,611 )

Loss from continuing operations per Common Share – Basic and diluted

Income from discontinuing operations per Common Share – Basic and diluted

Net loss per common share - Basic and diluted

2 unchanged sentences

General Enterprise Ventures, Inc.

Consolidated Statements of Change in Stockholders’ Equity (Deficit)

For the Three and Nine Months ended September 30, 2023

Convertible Series A

Consolidated Statements of Change in Stockholders’ Deficit

For the three months ended March 31, 2024

Convertible Series C

Stockholders'

Preferred stock

Preferred Stock

Stockholders'

Balance - December 31, 2023

$ ( 69,483,666 )

Common stock issued for services

Balance - March 31, 2023

Series C Preferred Stock issued for cash

Series C Preferred Stock issued for services

Common stock issued for stock to be issued - management

Common stock issued for conversion and settlement of debt

Cancellation of comment stock -related party

( 65,000,000 )

Subscription received - shares to be issued

Common stock issued for services

Conversion of Convertible Series C Preferred stock in Common stock

Balance - June 30, 2023

( 3,519,710 )

Common stock to be issued - management

Issuance Series C Preferred stock related to subscription

Issuance Series C Preferred stock in cash

Issuance Series C Preferred stock for services -related party

Contribution inventory - related party

( 3,519,710 )

( 9,023,003 )

Balance - September 30, 2023

Balance - March 31, 2024

$ ( 73,003,376 )

For the Three and Nine Months ended September 30, 2022

Convertible Series A

For the three months ended March 31, 2023

Convertible Series C

Stockholders'

Preferred stock

Stockholders'

Balance - December 31, 2022

$ ( 59,381,400 )

Debt forgiveness - former related party

Common stock issued for services

Balance - March 31, 2023

$ ( 59,735,011 )

Shares issued for acquisition of Mighty Fire Breakers

Conversion of Convertible Series C Preferred stock of Common stock

Stock based compensation

( 2,321,103 )

Balance - June 30, 2022

( 58,824,425 )

Balance - September 30, 2022

$ ( 59,121,490 )

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

General Enterprise Ventures, Inc.

Consolidated Statements of Cash Flows

Nine Months Ended

September 30,

Consolidated Statement of Cash Flows

Three months ended

Cash Flows from Operating Activities:

2 unchanged sentences

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

Stock-based compensation

Loss on disposition of digital currency and digital currency assets

Impairment loss on digital assets

Non-cash lease expense

Common stock-based compensation

Series C Preferred stock-based compensation

Non-cash lease expenses

Depreciation and amortization

Loss on settlement of debt

Changes in operating assets and liabilities:

Accounts receivable

Contribution inventory - related party

Digital currency

Prepaid expense

3 unchanged sentences

Net Cash used in Operating Activities

Cash Flows from Investing Activities:

Purchase of equipment

Net Cash used in Investing Activities

Cash Flows from Financing Activities:

Proceed from convertible note

Proceeds from loan - related party

Repayment of loan- related party

Proceed from issuance Series C Preferred Stock

Proceeds from promissory note

Net Cash provided by Financing Activities

6 unchanged sentences

Non-Cash Financing Disclosure:

Issuance of common stock for services

Issuance of Series C Preferred C stock for acquisition of Mighty Fire Breakers

Common stock issued upon conversion of Preferred C stock

Debt forgiveness - related party

Reclassification of due to related party to convertible note

Contribution inventory - related party

Issuance Series C Preferred stock for services -related party

Initial recognition of right-of-use assets and lease liabilities obtained

Common stock issued for conversion and settlement of debt

Common stock issued for stock to be issued - management

Series C Preferred stock issued for subscription received

Cancellation comment stock -related party

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

General Enterprise Ventures, Inc.

Notes to Unaudited Consolidated Financial Statements

September 30, 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.

Notes to Consolidated Financial Statements

March 31, 2024

Note 1 – Organization, Business and Going Concern

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

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.

The Company’s U.S.

subsidiary, Mighty Fire Breaker LLC (“MFB”) is engaged in developing solutions to support the resolution of the insurance crisis in the western United States by use of its EPA approved CitroTech products.

MFB has developed and patented additional intellectual property in this regard, such as a system for commercial properties and homes that puts a fire inhibiting buffer zone around a property, blocking blown-in embers from igniting.

The technology continues to work dry, which unlike other products allows for early deployment and evacuation of people.

MFB also has developed a job site trailer allowing for the fire protection of property during the construction phase and fire hardening of the inner construction and installation of our patented system during that phase.

The intent is for the home owner to be able to bind insurance to start a construction project.

The Company has achieved USDA approval.

It has sold products to various fire departments and continues to demonstrate a market for its products.

Going Concern

The accompanying unaudited interim 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.

The Company’s consolidated financial statements are prepared in accordance with Generally Accepted Accounting Principles (“GAAP”) of the United States including the assumption of a going concern basis, which contemplates the realization of assets and liquidation of liabilities in the normal course of business.

However, as shown in the accompanying consolidated financial statements, during the three months ended March 31, 2024, the Company had a net loss of approximately $ 3.5 million, an accumulated deficit of $ 73 million as of the period end, and used cash in operations of approximately $ 343,660 for the three months ended March 31, 2024 and negative working capital of $ 3.8 million.

The Company expects to continue to incur significant expenditures to develop its operations.

As such, there is substantial doubt about the company’s ability to continue as a going concern.

Management recognizes that the Company must obtain additional resources to successfully develop its operations and implement its business plans.

Through March 31, 2024, the Company has received funding in the form of the sale preferred stock subscriptions and historically loans from related parties.

Management plans to continue to raise funds and/or refinance our indebtedness to support our operations in 2024 and beyond.

However, no assurances can be given that we will be successful.

If management is not able to timely and successfully raise additional capital and/or refinance indebtedness, the implementation of the Company’s business plan, financial condition and results of operations will be materially affected These consolidated financial statements do not include any adjustments relating to the recoverability and classification of recorded asset amounts and classification of liabilities that might be necessary should the Company be unable to continue as a going concern.

Note 2 – Summary of Significant Accounting Policies

7 unchanged sentences

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

The accompanying unaudited interim consolidated financial statements should be read in conjunction with the consolidated 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.

Principles of Consolidation

The consolidated financial statements include the accounts of General Enterprise Ventures, Inc., and its wholly owned subsidiaries.

The consolidated financial statements include the accounts of General Enterprise Ventures, Inc., and its wholly owned subsidiary, Mighty Fire Breaker, LLC, an Ohio Limited Liability company.

Intercompany transactions and balances have been eliminated.

Use of Estimates

The preparation of consolidated 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 preparation of financial statements in conformity with 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.

2 unchanged sentences

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 $ 565,867 and $ 55,434 at September 30, 2023 and December 31, 2022, respectively.

Share-Based Compensation

The Company accounts for employee and non-employee stock awards under ASC 718, Compensation – Stock Compensation, whereby equity instruments issued to employees for services are recorded based on the fair value of the instrument issued and those issued to nonemployees are recorded based on the fair value of the consideration received or the fair value of the equity instrument, whichever is more reliably measurable.

Equity grants are amortized on a straight-line basis over the requisite service periods, which is generally the vesting period.

If an award is granted, but vesting does not occur, any previously recognized compensation cost is reversed in the period related to the termination of service.

For the nine months ended September 30, 2023 and 2022, the Company recorded share-based compensation of $8,966,850 and $2,100,000, respectively.

See Note 9 – Stockholders’ Equity for more detail.

The Company did not have any cash equivalents at March 31, 2024 and December 31, 2023.

The Company had cash of $ 371,095 and $ 549,755 at March 31, 2024 and December 31, 2023, respectively.

Periodically, the Company may carry cash balances at financial institutions in excess of the federally insured limit of $ 250,000 per institution.

The amount in excess of the FDIC insurance as of March 31, 2024 was approximately $ 112,000 .

The Company has not experienced losses on these accounts and management believes, based upon the quality of the financial institutions, that the credit risk with regard to these deposits is not significant.

Accounts Receivable

Trade accounts receivable are recorded at the invoiced amount and do not bear interest.

The allowance for doubtful accounts is the Company’s best estimate of the amount of probable credit losses in its existing accounts receivable.

The Company maintains allowances for doubtful accounts for estimated losses resulting from the inability of its customers to make the required payments for services.

Accounts with known financial issues are first reviewed and specific estimates are recorded.

The remaining accounts receivable balances are then grouped in categories by the number of days the balance is past due, and the estimated loss is calculated as a percentage of the total category based upon past history.

Account balances are charged against the allowance when it is probable that the receivable will not be recovered.

As of March 31, 2024 and December 31, 2023, the Company had no allowance for doubtful accounts.

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 September 30, 2023, and December 31, 2022, the Company held inventories of $ 184,678 and $ 114,645 , respectively.

During the nine months ended September 30, 2023, and 2022, the Company recorded cost of goods sold of $ 58,630 and $ 1,798 associated with the cost of inventories sold, respectively.

The Company did not write-off any inventories as unsalable during the nine months ended September 30, 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.

As of March 31, 2024 and December 31, 2023, the Company held inventories of $ 188,791 and $ 230,197 , respectively.

During the three months ended March 31, 2024, and 2023, the Company recorded cost of goods sold of $ 89,872 and $ 13,854 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, 2024 and 2023.

Fair Value of Financial Instruments

5 unchanged sentences

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, accounts receivable, inventory, accounts payable and accrued liabilities, and due to related party, are carried at amortized cost.

At September 30, 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.

The Company’s financial instruments, including cash, accounts receivable, prepaid expenses, accounts payable and accrued liabilities, due to related parties and loans payable, are carried at historical cost.

At March 31, 2024 and December 31, 2023, the carrying amounts of these instruments approximated their fair values because of the short-term nature of these instruments.

The Company recognizes revenue from its contracts with customers in accordance with ASC 606 – Revenue from Contracts with Customers.

The Company recognizes revenues when satisfying the performance obligation of the associated contract that reflects the consideration expected to be received based on the terms of the contract.

Revenue related to contracts with customers is evaluated utilizing the following steps:

Identify the contract, or contracts, with a customer;

Identify the performance obligations in the contract;

Determine the transaction price;

Allocate the transaction price to the performance obligations in the contract;

Recognize revenue when the Company 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.

Basic and Diluted Net Loss Per Common Share

1 unchanged sentence

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 nine months ended September 30, 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.

September 30,

For the three months ended March 31, 2024 and 2023, 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

Convertible Series C Preferred Stock

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.

Accounts Receivable

Trade accounts receivable are recorded at the invoiced amount and do not bear interest.

The allowance for doubtful accounts is the Company’s best estimate of the amount of probable credit losses in its existing accounts receivable.

The Company maintains allowances for doubtful accounts for estimated losses resulting from the inability of its customers to make the required payments for services.

Accounts with known financial issues are first reviewed and specific estimates are recorded.

Account balances are charged against the allowance when it is probable that the receivable will not be recovered.

During the nine months ended September 30,2023 and 2022, the Company had no allowance for doubtful accounts.

Intangible Assets

Intangible assets with an indefinite life are not amortized and are tested for impairment annually or more frequently if events or changes in circumstances indicate that they might be impaired.

Intangible assets with finite lives are initially recorded at cost and amortized on a straight-line basis over the estimated economic useful lives of the respective assets.

Acquired intangible assets from business combinations and asset acquisitions are recognized and measured at fair value at the time of acquisition.

Those assets represent assets with finite lives and are further amortized on a straight-line basis over the estimated economic useful lives of the respective assets.

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 Mighty Fire Breaker, LLC (“MFB”) acquisition (see Note 4).

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.

The following is a summary of discontinued operations for the period ended April 1, 2022:

Cost of revenue

Operating expenses:

Impairment loss

Total operating expenses

Income from discontinued operations

Note 3 – Equipment, net

At September 30, 2023 and December 31, 2022, equipment consisted of the following:

September 30,

Convertible Series A Preferred Stock (1)

10,000,000,000

(1) Series A Preferred Stock was amended in March 2024 to remove the conversion feature (Note 9).

For the three months ended March 31, 2024 and 2023 the reconciliation to net loss per common share basic and the anti-dilutive impact on net loss per share, are as follows:

Three months ended

$ ( 3,519,710 )

$ ( 353,611 )

Net Loss - diluted

$ ( 3,519,710 )

$ ( 353,611 )

Weighted average common shares outstanding

Effect of dilutive shares

Convertible notes

Preferred stock

10,019,002,023

10,113,361,855

Net income per common share:

Recently Issued Accounting Pronouncements

In December 2023, the FASB issued ASU 2023-09, Income Taxes (Topic 740):

Improvements to Income Tax Disclosures, which requires, among other things, additional disclosures primarily related to the income tax rate reconciliation and income taxes paid.

The expanded annual disclosures are effective for our year ending December 31, 2025.

The Company is currently evaluating the impact that ASU 2023-09 will have on our consolidated financial statements and whether we will apply the standard prospectively or retrospectively.

The Company has considered all other recently issued accounting pronouncements and does not believe the adoption of such pronouncements will have a material impact on its financial statements.

Reclassification

Certain accounts from prior periods have been reclassified to conform to the current period presentation.

Note 3 – Equipment

At March 31, 2024 and December 31, 2023, equipment consisted of the following:

Furniture and equipment

accumulated depreciation

Equipment, net

During the nine months ended September 30, 2023 and 2022, the Company recorded a depreciation of $871 and $267, respectively.

Note 4 – Acquisition

On April 13, 2022, the Company acquired Mighty Fire Breaker LLC ("MFB”), in exchange for 1,000,000 shares of Series C Convertible Preferred Stock.

MFB was formed to hold intellectual property pertaining to the fire suppression segment of the environmental industry, which included patents and patents pending,

MFB has 19 patents centered around its CitroTech MFB 31 Technology for the prevention and spread of wildfires.

Its core products can be used for lumber treatments for fire prevention.

It has been widely tested and is currently in testing at 3 major us government agencies.

When CitroTech Science is sprayed and applied it takes flammable fuels like dry native vegetation and wood and makes them noncombustible.

The following table summarizes the consideration paid for MFB and the amounts of the assets acquired, and liabilities assumed at the acquisition date of April 13, 2022:

Consideration:

Convertible Preferred C stock

Assets acquired and liabilities assumed:

Intangible assets

Operating lease right-of-use assets

Operating lease liabilities

Property and equipment, net

During the three months ended March 31, 2024, and 2023, the Company recorded depreciation of $ 660 and $ 264 , respectively.

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 September 30, 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 valued at $ 4,200,000 .

During the nine months ended September 30, 2023, no additional costs met the criteria for capitalization as an intangible asset.

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, 2024 and December 31, 2023, 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 year ended December 31, 2023 and three months ended March 31, 2024, no additional costs met the criteria for capitalization as an intangible asset.

As of March 31, 2024 and December 31, 2023, finite lived intangible assets consisted of the following:

Accumulated amortization

Intangible assets, net

Estimated future amortization expense for finite lived intangibles are as follows:

2024 (excluding the three months ended March 31, 2024)

As of March 31, 2024, the weighted-average useful life is 16 .00 years.

During the three months ended March 31, 2024 and 2023, the amortization expense was $ 63,175 and $ 0 , respectively.

The Company commenced with amortization from later 2023, when the Company started operations using the acquired assets.

Note 5 – Lease

On April 13, 2022, the Company obtained a lease agreement for period of eighteen months to be expired on August 31, 2023.

On July 13, 2023, the Company entered into an amendment to lease agreement for a two-year term.

In accordance with ASC 842, the Company recognized operating lease ROU assets and lease liabilities as follows:

The following summarizes right-of use asset and lease information about the Company’s operating lease as of September 30, 2023:

Nine Months Ended

September 30,

Operating lease cost

Other information:

In March 2022, the Company has entered into an operating lease for the office, with the term of 18 months.

In July 2023, the Company amended the contract and extended the lease term to July 2025.

The following summarizes right-of-use asset and lease information about the Company’s operating lease for the three months ended March 31, 2024 and 2023:

Three months ended

The components of lease expense were as follows:

Operating lease expense

Short-term lease expense

Total lease expense

Supplemental cash flow information related to leases was as follows:

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

September 30,

Operating lease ROU asset

September 30,

Supplemental balance sheet information related to leases was as follows:

Operating lease right-of-use asset

Operating lease liabilities:

1 unchanged sentence

Non-current portion

Future minimum lease payments under operating leases at September 30, 2023 were as follows:

Year ended December 31,

2023 (excluding the nine months ended September 30, 2023)

The following table outlines maturities of our lease liabilities as of March 31, 2024:

Year ending December 31,

2024 (excluding the three months ended March 31, 2024)

Imputed interest

1 unchanged sentence

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 September 30, 2023, following is the summary of funds received from the lender:

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 24 hours after payment at a fixed conversion price of $ 0.18 per share.

As of March 31, 2024 and December 31, 2023, following is the summary of funds received from the lender:

Maturity date

August 11, 2022

February 11, 2023

September 2, 2022

March 2, 2023

April 1, 2023

3 unchanged sentences

Long -term portion

On June 9, 2022, the lender paid $ 19,000 to the Company and it was recorded as an advance from a related party.

On April 1, 2023, an amount owing to related party was reclassified to convertible note for $19,000.

During the nine months ended September 30, 2023 and 2022, the Company recognized $ 1,035 and $ 76 interest, respectively.

As of September 30, 2023, and December 31, 2022, the Company owed principal of $ 54,000 and $ 35,000 and accrued interest of $ 1,291 and $ 255 , respectively.

During the three months ended March 31, 2024, the Company settled liabilities of $ 23,400 and converted notes with principal amounts of $54,000 and accrued interest of $ 1,702 into 456,762 shares of common stock.

The fair market value of the common shares converted was $126,655 at the issuance date, as a result, the Company recognized a loss on debt settled by common stock of $ 103,255 .

During the three months ended March 31, 2024, and 2023, the Company recognized interest expenses of $ 135 and $ 175 , respectively.

As of March 31, 2024 and December 31, 2023, the Company owned principal of $ 0 and $ 54,000 and accrued interest of $ 0 and $ 1,567 , respectively.

Note 7 – Promissory Note

On June 7, 2023, the Company entered into a promissory note agreement for the amount of $ 120,000 , in terms of twelve (12) months and interest rate of 5 % per annum.

The Company received $ 120,000 from the lender on July 3, 2023.

During the nine months ended September 30, 2023, the Company recognized $ 1,483 interest.

As of September 30, 2023, the Company owed principal of $ 120,000 and accrued interest of $ 1,483 .

During the three months ended March 31, 2024, the Company recognized $ 750 interest.

During the three months ended March 31, 2024, the Company settled the promissory note with principal amount of $ 120,000 and accrued interest of $ 3,767 into 1,050,000 shares of common stock.

The fair market value of the common shares converted was $902,790 at the issuance date, as a result, the Company recognized a loss on debt settled by common stock of $ 779,024 .

Note 8 – Related Party Transactions

On November 1, 2022, the Company’s Board of Directors approved the issuance of 250,000 shares of common stock to each of the two independent directors for their board services in support of the Company.

During the three months ended March 31, 2024, 250,000 shares of common stock were issued, valued at $ 90,000 at market price on approval date.

As of March 31, 2024, the remaining 250,000 shares balance have not been issued, and the Company valued the 250,000 shares of common stock at market price on approval date and accrued $ 90,000 .

During the three months ended March 31, 2024 and 2023, a related party advanced to the Company an amount of $ 0 and $ 185,000 for working capital propose and $ 0 and $ 49,052 for operating expenses on behalf of the Company, respectively.

During the three months ended March 31, 2024, and 2023, the Company record and paid management fees of $ 25,000 and $ 0 , respectively.

During the three months ended March 31, 2024, and 2023, the Company recorded and paid consulting expense of $ 21,000 and $ 45,000 to an entity under common control of a related party and commission fee of $ 72,000 and $ 40,000 to a related party, respectively.

As of March 31, 2024 and December 31, 2023, the Company was obliged to related parties, for unsecured, non-interest-bearing demand loans with a balance of $ 1,309,077 .

Note 9 – Stockholders’ Equity

On June 29, 2023, the Board of Directors and stockholders of the Company approved an amended and restated certificate of incorporation effective a change in par value from $0.001 to $0.0001 per share of Common and Preferred Stock .

All issued and outstanding Common and Preferred Stock contained in the consolidated financial statements have been retroactively corrected to reflect this change in par value for all periods presented.

Preferred Shares

The Company’s preferred shares consist of the following:

Shares Outstanding

The Company is authorized to issue up to 15,000,000 shares of Preferred Stock, par value $ 0.0001 per share.

Series A Preferred Stock

The Company has authorized 10,000,000 shares of Convertible Series A Preferred Stock, par value $ 0.0001 .

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 September 30, 2023, and December 31, 2022, was 10,000,000 .

Series C Preferred Stock

The Company has authorized 5,000,000 authorized shares of non-voting Convertible Series C Preferred Stock, par value $ 0.0001 .

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 September 30, 2023 and December 31, 2022, were 2,273,499 and 950,000 , respectively.

On April 13, 2022, the Company’s board of directors approved the issuance of 1,000,000 Convertible Series C Preferred Stock, with a value of $ 4,200,000 as consideration for the acquisition of the entity and intellectual property (see note 4).

The holder may exercise shares after an initial lock up period of six (6) months following the date of the agreement and may only exchange a maximum of four (4) million shares in a twelve (12) month period and may not hold or beneficially hold more than 10% of outstanding at any time.

On June 7, 2022, the holder of the Convertible Series C Preferred Stock converted 50,000 shares of the Company’s Series C Preferred Stock into 1,000,000 shares of the Company’s common shares.

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.

During the nine months ended September 30, 2023, the Company issued 273,499 shares of Convertible Series C Preferred Stock in connection with subscription agreements signed with investors during the months of May, June and August 2023 at price of $2,40 and $ 4.00 per share for total amount of $ 907,600 .

During the nine months ended September 30, 2023, the Company issued 1,200,000 shares of Convertible Series C Preferred Stock to a related party for consulting services rendered to the Company from October 2021 through July 2023.

The Company valued the 1,200,000 shares of Convertible Preferred Stock, as if converted to 24,000,000 shares of common stock, using the quoted stock price of the Company’s common stock at approval date (November 1, 2022), resulting in a value of $ 8,640,000 .

Common Shares

The Company originally designated 10,000,000 shares of its Preferred Stock as Series A Convertible Preferred Stock.

Issued and outstanding Series A Convertible Preferred stock as of March 31, 2024 and December 31, 2023, was 10,000,000 .

On March 29, 2024, the Company amended and restated its Series A Convertible Preferred Stock to designate 10,000,000 shares of its Preferred Stock as Series A Preferred Stock, par value $0.0001, with the following rights and privileges .

Holders of shares of Series A Preferred Stock are not entitled to receive dividends.

Voting Rights .

Each share of Series A Preferred Stock is entitled to 1,000 votes on all matters submitted to a vote of stockholders.

Holders of shares of Series A Preferred Stock do not have cumulative voting rights.

This means a holder of a single share of Series A Preferred Stock cannot cast more than one vote for each position to be filled on the Board.

Other Rights .

Shares of Series A Preferred Stock are not entitled to a liquidation preference.

The holders of the Series A Preferred Stock may not be redeemed without the consent of the holders of the Series A Preferred Stock.

The holder of the Series A Preferred Stock are not entitled to pre-emptive rights or subscription rights.

The Company will not, by amendment of its Charter or through any reorganization, transfer of assets, consolidation, merger, dissolution, issuance or sale of securities, or any other voluntary action, avoid or seek to avoid the observance or performance of any of the terms to be observed or performed hereunder by the Company, but will at all times in good faith assist in the carrying out of all the provisions of its Charter and in the taking of all such action as may be necessary or appropriate to protect the rights of the holders of the Series A Preferred Stock against impairment.

So long as any shares of Series A Preferred Stock are outstanding, the Company shall not, without first obtaining the approval (by vote or written consent as provided by the Wyoming Business Corporations Act) of the holders of at least a majority of the then outstanding shares of Series A Preferred Stock:

(a) alter or change the rights, preferences or privileges of the Series A Preferred Stock;

(b) alter or change the rights, preferences or privileges of any capital stock of the Company so as to affect adversely the Series A Preferred Stock;

or (d) authorize or issue any shares of senior securities.

The issued and outstanding shares of Series A Preferred Stock are fully paid and non-assessable.

This means the full purchase price for the outstanding shares of Series A Preferred Stock has been paid and the holders of such shares will not be assessed any additional amounts for such shares.

Series C Convertible Preferred Stock

The Company has designated 5,000,000 shares of its Preferred Stock as Series C Convertible Preferred Stock with the following rights and privileges.

Holders of shares of Series C Convertible Preferred Stock are not entitled to receive dividends.

Voting Rights .

The holders of the Series C Convertible Preferred Stock are not entitled to vote.

Conversion Rights .

Each share of Series C Convertible Preferred Stock outstanding as such time shall be convertible, at the option of the holder thereof, at any time and from time to time, and without the payment of additional consideration by the holder thereof, into 20 shares of the Common Stock of the Company (the “Conversion Ratio”).

Such Conversion Ratio, and the rate at which shares of Series C Convertible Preferred Stock may be converted into shares of Common Stock, shall be subject to adjustment.

If at any time or from time to time there shall be (i) a merger or consolidation of the Company with or into another corporation, (ii) the sale of all or substantially all of the Company’s capital stock or assets to any other person, (iii) any other form of business combination or reorganization in which the Company shall not be the continuing or surviving entity of such business combination or reorganization, or (iv) any transaction or series of transactions by the Company in which more than 50 percent (50%) of the Company’s voting power is transferred (each a “Reorganization”) then as a part of such Reorganization, the provision shall be made so that the holders of the Series C Convertible Preferred Stock shall thereafter be entitled to receive the same kind and amount of stock or other securities or property (including cash) of the Company, or the successor corporation resulting from such Reorganization.

Other Rights .

The holders of the Series C Convertible Preferred Stock are not entitled to a liquidation preference.

The holders of the Series C Convertible Preferred Stock may not be redeemed without the consent of the holders of the Series C Convertible Preferred Stock.

The holder of the Series C Convertible Preferred Stock are not entitled to pre-emptive rights or subscription rights.

So long as any shares of Series C Convertible Preferred Stock are outstanding, the Company shall not, without first obtaining the approval (by vote or written consent as provided by the Wyoming Business Corporations Act) of the holders of at least a majority of the then outstanding shares of Series C Convertible Preferred Stock:

(a) alter or change the rights, preferences or privileges of the Series C Convertible Preferred Stock;

(b) alter or change the rights, preferences or privileges of any capital stock of the Company so as to affect adversely the Series C Convertible Preferred Stock;

or (d) authorize or issue any shares of senior securities.

The issued and outstanding shares of Series C Convertible Preferred Stock are fully paid and non-assessable.

This means the full purchase price for the outstanding shares of Series C Convertible Preferred Stock has been paid and the holders of such shares will not be assessed any additional amounts for such shares.

During the three months ended March 31, 2024, the Company issued 198,333 shares of Series C Preferred Stock as follow;

108,333 shares issued for stock payable of $ 320,000 .

50,000 shares for $ 165,000 cash subscription.

40,000 issued for services, valued at $ 696,000 at market price on issuance date.

Subscription received

During the year ended December 31, 2023, the Company received $500,000 for stock subscriptions.

As of March 31, 2024 and December 31, 2023, 75,000 and 183,333 shares were not issued and are recorded as preferred stock to be issued with value of $180,000 and $ 500,000 in equity, respectively.

Subsequently on April 24, 2024, the Company issued 74,999 shares of Convertible Series C Preferred Stock.

As of March 31, 2024, and December 31, 2023, there were 2,471,832 and 2,273,499 shares of the Company’s Convertible Series C Preferred Stock issued and outstanding, respectively.

The Company has authorized 1,000,000,000 shares of common stock with a par value of $ 0.0001 .

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 September 30, 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 nine months ended September 30, 2023 and 2022, the holder of the Convertible Series C Preferred Stock Converted 150,000 and 50,000 shares of the Company’s Series C Preferred Stock into 3,000,000 and 1,000,000 shares of the Company’s common shares, respectively.

During the nine months ended September 30, 2023, the company issued 600,000 shares of common stock for services valued at $ 146,850 .

As of September 30, 2023, and December 31, 2022, issued and outstanding Common shares were 97,545,388 and 93,945,388 , respectively.

Each share of 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.

During the three months ended March 31, 2024, the Company issued 3,756,762 shares of Common Stock and cancelled 65,000,000 shares as follow;

2,000,000 shares issued for services, valued at $ 1,702,000 at market price on issuance date.

1,506,762 shares for conversion and settlement of debt of $ 1,085,148 at market price on issuance date.

250,000 shares for stock to be issued - management, valued $ 90,000 at market price on approval date.

65,000,000 shares were cancelled by the Company's President, valued $6,500 at par value.

As of March 31, 2024 and December 31, 2023, there were 36,302,150 and 97,545,388 shares of the Company’s common stock issued and outstanding, respectively.

Stock-Based Compensation

On June 13, 2022, the Company issued 70,000,000 Restricted Stock Awards (“RSAs”) 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, 2024:

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 nine months ended September 30, 2023:

Weighted-Average Grant Price

Balance, December 31, 2023

Balance, September 30, 2023

( 65,000,000 )

Balance, March 31, 2024

As of December 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.

Common Stock to be Issued

On November 1, 2022, the Company’s Board of Directors approved the issuance of 250,000 shares of common stock to each two independent directors for their board services in support of the Company.

As of September 30, 2023, the Company has not issued the shares.

The Company valued the 500,000 shares of common stock at the market value of the Company’s common stock at approval date for the amount of $180,000.

Note 10 – Related Party Transactions

During the nine months ended September 30, 2022, our former officer forgave $ 9,355 in accrued salary and the Company recognized it as additional paid-in-capital.

During the nine months ended September 30, 2022, as part of the Company’s divestiture of its digital asset operations, a related party forgave loans payable of $ 301,175 in exchange for digital asset equipment with a net book value of $ 276,379 and digital currency intangible assets of $ 26,825 , of which the Company recorded a loss on disposition of $ 2,030 .

On June 9, 2022, the Company received $ 19,000 cash from a third party, and it was recorded as an advance from a related party.

On April 1, 2023, the Company recognized the error and the amount owing to the related party was reclassified to convertible note related to a lender for $19,000 (see Note 7).

During the nine months ended September 30, 2023 and 2022, a related party advanced to the Company an amount of $ 305,000 and $ 584,484 for working capital propose, respectively.

During the nine months ended September 30, 2023, and 2022, a related party advanced to the Company an amount of $ 222,529 and $ 97,819 for operating expenses on behalf of the Company, respectively.

During the nine months ended September 30, 2023 and 2022, the Company repaid $ 0 and $ 55,720 owing to the loan, respectively.

During the nine months ended September 30, 2023 and 2022 the Company paid $ 133,500 and $ 92,000 consulting fee to an entity under common control of a related party and $ 122,500 and $ 59,500 commission to a related party.

On October 23, 2021, the Company entered into a consulting agreement with a related party.

The consultant shall render to the Company, upon the request of any members of Board of Directors or the President of the Company, consulting services on matters relating to the business affairs of the Company.

The agreement shall take effect of the date of agreement and shall terminate upon mutual agreement of the parties.

The compensation of consultant is a number of Convertible Series C Preferred Shares which the Board of Directors of the Company may determine at its discretion.

On November 1, 2022, the Company’s Board of Directors approved issuance of 1,200,000 shares of Convertible Series C Preferred Stock to consultant - related party for their past consulting services and continuing to July 2023.

On September 5, 2023.

the Company issued 1,200,000 shares of Convertible Series C Preferred Stock for consulting services rendered to the Company.

The Company valued the 1,200,000 shares of Convertible Preferred Stock at $ 8,640,000 .

On November 1, 2022, the Company’s Board of Directors approved the issuance of 250,000 shares of common stock to each two independent directors for their board services in support of the Company.

As of September 30, 2023, the shares have not been issued, and the Company valued the 500,000 shares of common stock at market price on approval date and accrued $ 180,000 .

As of September 30, 2023, and December 31, 2022, the Company was obliged to related parties, for unsecured, non-interest-bearing demand loans with a balance of $ 1,407,681 and $ 899,153 , respectively.

As of March 31, 2024, and December 31, 2023, 250,000 and 500,000 shares were not yet issued and are recorded as common stock to be issued of $ 90,000 and $ 180,000 in equity, respectively.

Note 10– Commitments and Contingencies

The vendor in the transaction involving MFB is entitled to a ten (10%) percent royalty on gross sales of the MFB family of products.

As part of the consideration for the Company’s acquisition of Mighty Fire Breaker, LLC (“MFB’), 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.

Note 11 – Concentration

During nine months ended September 30, 2023 and 2022, customer and supplier concentrations (more than 10%) were as follows:

During the nine months ended September 30, 2023, one customer represented 66 % of our revenue compared to four customers representing 75 % of our revenue for the nine months ended September 30, 2022.

During the nine months ended September 30, 2023, one supplier represented 96 % of our purchase compared to one supplier representing 97 % of our purchase for the nine months ended September 30, 2022.

As of March 31, 2024 and December 31, 2023 and for three months ended March 31, 2024 and 2023, customer and supplier concentrations (more than 10%) were as follows:

Revenue and accounts receivable

Percentage of Revenue

Percentage of

For Three Months ended

Accounts receivable

As of September 30, 2023, one customer represented 100 % of our accounts receivable.

As of December 31, 2022, the Company did not record any accounts receivable.

Total (as a group)

Purchase and accounts payable

Percentage of Purchase

Percentage of

For Three Months ended

Accounts Payable

Total (as a group)

To reduce risk, the Company closely monitors the amounts due from its customers and assesses the financial strength of its customers through a variety of methods that include, but are not limited to, engaging directly with customer operations and leadership personnel, visiting customer locations to observe operating activities, and assessing customer longevity and reputation in the marketplace.

As a result, the Company believes that its accounts receivable credit risk exposure is limited.

Note 12 – Subsequent Events

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

Management evaluated all additional events through May 15, 2024, which is the date the financial statements were available to be issued.

Based upon this review, unless noted below, the Company did not identify any material subsequent events that would have required adjustment or disclosure in the financial statements.

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