CitroTech Inc. 10-Q

Item 1. Financial Statements General Enterprise Ventures, Inc. Consolidated Balance Sheets (Unaudited) March 31, December 31, 2024 2023 Assets Current Assets Cash $ 371,095 $ 549,755 Accounts receivable 680,965 427,433 Inventory 188,791 230,197 Prepaid expenses 11,463 10,671 Total Current Assets 1,252,314 1,218,056 Equipment, net 6,639 7,299 Intangible assets 3,884,931 3,948,106 Operating lease right-of-use asset 110,081 129,683 Total Assets $ 5,253,965 $ 5,303,144 Liabilities and Stockholders' Equity Current liabilities Accounts payable and accrued liabilities $ 70,257 $ 54,572 Promissory note - 120,000 Convertible note payable - 54,000 Due to related parties 1,309,077 1,309,077 Operating lease liability - current portion 82,051 80,136 Total Current Liabilities 1,461,385 1,617,785 Operating lease liability 28,830 50,047 Total Liabilities 1,490,215 1,667,832 Commitment and contingencies - - Stockholders' Equity Series A Preferred Stock, par value $ 0.0001 , designated 10,000,000 shares, 10,000,000 shares issued and outstanding 1,000 1,000 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 247 227 Common Stock par value $ 0.0001 , authorized 1,000,000,000 shares, 36,302,150 and 97,545,388 shares issued and outstanding, respectively 3,630 9,755 Additional paid-in capital 76,492,249 72,427,996 Common Stock to be issued - 250,000 and 500,000 shares, respectively 90,000 180,000 Subscription received - 75,000 and 183,333 shares of Series C Preferred stock to be issued, respectively 180,000 500,000 Accumulated deficit ( 73,003,376 ) ( 69,483,666 ) Total Stockholders' Equity 3,763,750 3,635,312 Total Liabilities and Stockholders' Equity $ 5,253,965 $ 5,303,144 See the accompanying Notes, which are an integral part of these unaudited consolidated financial statements. 3 Table of Contents General Enterprise Ventures, Inc. Consolidated Statement of Operations and Comprehensive Loss (Unaudited) Three months ended March 31, 2024 2023 Revenue $ 433,018 $ 55,595 Cost of revenue 89,872 13,854 Gross Profit 343,146 41,741 Operating Expenses General and administration 197,357 88,456 Marketing 110,206 11,592 Professional fees 2,672,129 295,129 Total operating expenses 2,979,692 395,177 Loss from Operations ( 2,636,546 ) ( 353,436 ) Other Expense Interest expense ( 885 ) ( 175 ) Loss on debt settled by common stock ( 882,279 ) - Total other expense ( 883,164 ) ( 175 ) Loss from operations before taxes ( 3,519,710 ) ( 353,611 ) Provision for income taxes - - Net Loss $ ( 3,519,710 ) $ ( 353,611 ) Comprehensive Loss $ ( 3,519,710 ) $ ( 353,611 ) Net loss per common share - Basic and diluted $ ( 0.04 ) $ ( 0.00 ) Basic and Diluted Weighted Average Number of Common Shares Outstanding 92,232,946 94,165,388 See the accompanying Notes, which are an integral part of these unaudited consolidated financial statements. 4 Table of Contents General Enterprise Ventures, Inc. Consolidated Statements of Change in Stockholders’ Deficit (Unaudited) For the three months ended March 31, 2024 Series A Convertible Series C Additional Total Preferred stock Preferred stock Common Stock Preferred Stock Common Stock Paid-In Accumulated Stockholders' Shares Amount Shares Amount Shares Amount to be issued to be issued Capital Deficit Equity Balance - December 31, 2023 10,000,000 $ 1,000 2,273,499 $ 227 97,545,388 $ 9,755 $ 500,000 $ 180,000 $ 72,427,996 $ ( 69,483,666 ) $ 3,635,312 Series C Preferred Stock issued for cash - - 158,333 16 - - ( 320,000 ) - 484,984 - 165,000 Series C Preferred Stock issued for services - - 40,000 4 - - - - 695,996 - 696,000 Common stock issued for stock to be issued - management - - - - 250,000 25 - ( 90,000 ) 89,975 - - Common stock issued for conversion and settlement of debt - - - - 1,506,762 150 - - 1,084,998 - 1,085,148 Cancellation of comment stock -related party - - - - ( 65,000,000 ) ( 6,500 ) - - 6,500 - - Common stock issued for services - - - - 2,000,000 200 - - 1,701,800 - 1,702,000 Net loss - - - - - - - - - ( 3,519,710 ) ( 3,519,710 ) Balance - March 31, 2024 10,000,000 $ 1,000 2,471,832 $ 247 36,302,150 $ 3,630 $ 180,000 $ 90,000 $ 76,492,249 $ ( 73,003,376 ) $ 3,763,750 For the three months ended March 31, 2023 Series A Convertible Series C Additional Total Preferred stock Preferred stock Common Stock Paid-In Accumulated Stockholders' Shares Amount Shares Amount Shares Amount Capital Deficit Equity Balance - December 31, 2022 10,000,000 $ 10,000 950,000 $ 950 93,945,388 $ 93,945 $ 62,625,173 $ ( 59,381,400 ) $ 3,348,668 Common stock issued for services - - - - 300,000 300 86,550 - 86,850 Net loss - - - - - - - ( 353,611 ) ( 353,611 ) Balance - March 31, 2023 10,000,000 $ 10,000 950,000 $ 950 94,245,388 $ 94,245 $ 62,711,723 $ ( 59,735,011 ) $ 3,081,907 See the accompanying Notes, which are an integral part of these unaudited consolidated financial statements. 5 Table of Contents General Enterprise Ventures, Inc. Consolidated Statement of Cash Flows (Unaudited) Three months ended March 31, 2024 2023 Cash Flows from Operating Activities: Net loss $ ( 3,519,710 ) $ ( 353,611 ) Adjustments to reconcile net loss to net cash used in operating activities: Common stock-based compensation 1,702,000 86,850 Series C Preferred stock-based compensation 696,000 - Non-cash lease expenses 19,602 15,000 Depreciation and amortization 63,835 264 Loss on settlement of debt 882,279 - Changes in operating assets and liabilities: Accounts receivable ( 253,532 ) - Inventory 41,406 12,377 Prepaid expense ( 792 ) ( 6,300 ) Related party advances funding operating expense - 49,052 Accounts payable and accrued liabilities 44,554 34,463 Operating lease liabilities ( 19,302 ) ( 15,000 ) Net Cash used in Operating Activities ( 343,660 ) ( 176,905 ) Cash Flows from Financing Activities: Proceeds from loan - related party - 185,000 Proceed from issuance Series C Preferred Stock 165,000 - Net Cash provided by Financing Activities 165,000 185,000 Change in cash ( 178,660 ) 8,095 Cash, beginning of period 549,755 55,434 Cash, end of period $ 371,095 $ 63,529 Supplemental Disclosure Information: Cash paid for interest $ - $ - Cash paid for taxes $ - $ - Non-Cash Financing Disclosure: Common stock issued for conversion and settlement of debt $ 1,085,148 $ - Common stock issued for stock to be issued - management $ 90,000 $ - Series C Preferred stock issued for subscription received $ 320,000 $ - Cancellation comment stock -related party $ 6,500 $ - See the accompanying Notes, which are an integral part of these unaudited consolidated financial statements. 6 Table of Contents General Enterprise Ventures, Inc. 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. Business 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 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 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. 7 Table of Contents 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 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, 2023, as filed with the SEC on April 15, 2024. Principles of Consolidation 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 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. 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 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. Inventory 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, 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. 8 Table of Contents 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; and ● 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, 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. Revenue 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: (i) Identify the contract, or contracts, with a customer; (ii) Identify the performance obligations in the contract; (iii) Determine the transaction price; (iv) Allocate the transaction price to the performance obligations in the contract; (v) 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 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, 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. March 31, March 31, 2024 2023 Shares Shares Convertible notes - 194,444 Convertible Series C Preferred Stock 47,562,284 19,002,023 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). 9 Table of Contents 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 March 31, 2024 2023 Numerator: Net Loss $ ( 3,519,710 ) $ ( 353,611 ) Net Loss - diluted $ ( 3,519,710 ) $ ( 353,611 ) Denominator: Weighted average common shares outstanding 92,232,946 94,165,388 Effect of dilutive shares Convertible notes - 194,444 Preferred stock 47,562,284 10,019,002,023 Diluted 139,795,231 10,113,361,855 Net income per common share: Basic $ ( 0.04 ) $ ( 0.00 ) Diluted $ ( 0.03 ) $ ( 0.00 ) 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: March 31, December 31, 2024 2023 Cost: Furniture and equipment $ 9,365 $ 9,365 Less: accumulated depreciation ( 2,726 ) ( 2,066 ) Property and equipment, net $ 6,639 $ 7,299 During the three months ended March 31, 2024, and 2023, the Company recorded depreciation of $ 660 and $ 264 , respectively. 10 Table of Contents 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, 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: March 31, December 31, 2024 2023 Patents $ 4,195,353 $ 4,195,353 Accumulated amortization ( 310,422 ) ( 247,247 ) Intangible assets, net $ 3,884,931 $ 3,948,106 Estimated future amortization expense for finite lived intangibles are as follows: December 31, 2024 (excluding the three months ended March 31, 2024) $ 185,440 2025 247,931 2026 247,931 2027 247,931 2028 247,931 Thereafter 2,707,767 $ 3,884,931 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 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 March 31, 2024 2023 The components of lease expense were as follows: Operating lease expense $ 21,498 $ 15,000 Short-term lease expense 2,393 6,651 Total lease expense $ 23,891 $ 21,651 Supplemental cash flow information related to leases was as follows: Cash paid for operating cash flows from operating leases $ 21,198 $ 15,000 Weighted-average remaining lease term - operating leases (year) 1.33 0.42 Weighted-average discount rate — operating leases 6.50 % 5.50 % 11 Table of Contents Supplemental balance sheet information related to leases was as follows: March 31, December 31, 2024 2023 Operating lease right-of-use asset $ 110,081 $ 129,683 March 31, December 31, 2024 2023 Operating lease liabilities: Current portion $ 82,051 $ 80,136 Non-current portion 28,830 50,047 $ 110,881 $ 130,183 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) $ 64,594 2025 50,862 Thereafter - 115,456 Less: Imputed interest ( 4,575 ) Operating lease liabilities $ 110,881 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. 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: Principal Interest March 31, December 31, Payment date Amount Maturity date Rate 2024 2023 August 11, 2022 $ 18,000 2/11/2023 2 % $ - $ 18,000 September 2, 2022 $ 17,000 3/2/2023 2 % - 17,000 April 1, 2023 $ 19,000 Due on demand 2 % - 19,000 Total Convertible notes $ - $ 54,000 Current portion - ( 54,000 ) Long -term portion $ - $ - 12 Table of Contents 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. 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 Preferred Shares 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 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 . 13 Table of Contents Dividends . 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; (c) increase the authorized number of shares of Series A Preferred Stock; or (d) authorize or issue any shares of senior securities. Fully Paid . 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. Dividends . 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. 14 Table of Contents 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 C Convertible Preferred Stock against impairment. 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; (c) increase the authorized number of shares of Series C Convertible Preferred Stock; or (d) authorize or issue any shares of senior securities. Fully Paid . 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. Common Stock The Company has authorized 1,000,000,000 shares of common stock with a par value of $ 0.0001 . 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. 15 Table of Contents 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 Weighted-Average Grant Price Balance, December 31, 2023 70,000,000 $ 0.03 Granted - - Vested - - Cancelled ( 65,000,000 ) 0.03 Balance, March 31, 2024 5,000,000 $ 0.03 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 of the two independent directors for their board services in support of the Company. 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. 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 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 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 March 31, March 31, December 31 2024 2023 2024 2023 Customer A 28.17 % - 17.92 % - Customer B 25.55 % - 16.25 % - Customer C 36.49 % - 23.20 % 39.77 % Customer D - - 33.78 % 53.83 % Total (as a group) 90.21 % - 91.15 % 93.60 % 16 Table of Contents Purchase and accounts payable Percentage of Purchase Percentage of For Three Months ended Accounts Payable March 31, March 31, December 31 2024 2023 2024 2023 Supplier A 34.04 % - - - Supplier B 9.90 % - - - Supplier C 37.61 % - - - Supplier D 18.45 % - - - Supplier E - 100 % - - Total (as a group) 100 % 100 % - - 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 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. 17 Table of Contents