What changed in this filing

/stocks — the workspaceLOADING

Item 1. Financial Statements

2024-08-12 compared with 2022-03-22 · 437 added, 140 removed, 78 unchanged (88% of the section changed)

Financial Statements

General Entertainment Ventures, Inc.

General Enterprise Ventures, Inc.

Consolidated Balance Sheets

September 30,

Current Assets

Accounts receivable

Prepaid expenses

Total Current Assets

Liabilities and Stockholders' Deficit

Equipment, net

Intangible assets

Operating lease right-of-use asset

Liabilities and Stockholders' Equity

Current liabilities

Accounts payable and accrued liabilities

Note payable - related party

Promissory note

Convertible note payable

Due to related parties

Operating lease liability - current portion

Total Current Liabilities

Operating lease liability

Total Liabilities

Stockholders' Deficit

Convertible Series A Preferred Stock, par value $ 0.001 , authorized 10,000,000 shares, 10,000,000 shares and 0 shares issued and outstanding, respectively

Common Stock par value $ 0.001 , authorized 1,000,000,000 shares, 22,945,388 shares issued and outstanding

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

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 - 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

1 unchanged sentence

( 69,483,666 )

Total Stockholders' Deficit

Total Liabilities and Stockholders' Deficit

See the accompanying Notes, which are an integral part of these unaudited Financial Statements.

General Entertainment Ventures, Inc.

Consolidated Statement of Operations

Total Stockholders' Equity

Total Liabilities and Stockholders' Equity

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

General Enterprise Ventures, Inc.

Consolidated Statement of Operations and Comprehensive Loss

Three Months Ended

Nine Months Ended

September 30,

Cost of Goods Sold

Operating Expenses

Cost of revenue (includes payments to related parties of $47,346 and $12,530, respectively and exclusive of amortization and depreciation shown separately below)

Amortization and depreciation

General and administration

Management compensation

Impairment of goodwill

Professional fees- related party

Professional fees

1 unchanged sentence

Loss from Operations

( 2,636,546 )

Other Income (Expense)

Interest expense

Total other expense

Net Loss before Taxes

Loss on settlement of debt by issuing common stock

Total other income (expense)

Loss from operations before taxes

( 3,519,710 )

Provision for income taxes

$ ( 3,519,710 )

$ ( 415,423 )

Comprehensive Loss

$ ( 3,519,710 )

$ ( 415,423 )

Net loss per common share - Basic and diluted

Basic and Diluted Weighted Average Number of Common Shares Outstanding

See the accompanying Notes, which are an integral part of these unaudited Financial Statements.

General Entertainment Ventures, Inc.

Consolidated Statements of Change in Stockholders’ Equity (Deficit)

For the nine months ended September 30, 2021 (Restated)

Convertible Series A

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

General Enterprise Ventures, Inc.

Consolidated Statements of Change in Stockholders’ Deficit

For the three months ended March 31, 2024

Convertible Series C

Preferred stock

Preferred Stock

Stockholders'

Equity (Deficit)

Balance - December 31, 2023

$ ( 69,483,666 )

Balance - March 31, 2021

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 )

Balance - June 30, 2021

Common stock issued for services

( 3,519,710 )

Balance - September 30, 2021

( 3,519,710 )

For the nine months ended September 30, 2020

Convertible Series A

Balance - March 31, 2024

$ ( 73,003,376 )

For the three months ended March 31, 2023

Convertible Series C

Preferred stock

Stockholders'

Equity (Deficit)

Balance - December 31, 2022

$ ( 59,381,400 )

Common stock issued for services

Balance - March 31, 2023

$ ( 59,796,823 )

Balance - June 30, 2020

( 56,269,244 )

Balance - September 30, 2020

$ ( 56,269,244 )

See the accompanying Notes, which are an integral part of these unaudited Financial Statements.

General Entertainment Ventures, Inc.

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

General Enterprise Ventures, Inc.

Consolidated Statement of Cash Flows

Nine Months Ended

September 30,

Three months ended

Cash Flows from Operating Activities:

$ ( 3,519,710 )

$ ( 415,423 )

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

Impairment of goodwill

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

Prepaid expense

Related party advances funding operating expense

Accounts payable and accrued liabilities

Due to related party

Operating lease liabilities

Net Cash used in Operating Activities

Cash Flows from Investing Activities:

Cash proceeds from acquisition of Strategic Asset Holdings, Inc.

Net Cash Provided by Investing Activities

Cash Flows from Financing Activities:

Proceeds from loan payable

Proceeds from loan - related party

Proceed from issuance Series C Preferred Stock

Net Cash provided by Financing Activities

6 unchanged sentences

Non-Cash Financing Disclosure:

Issuance of note payable for acquisition of Strategic Asset Holdings, Inc,

See the accompanying Notes, which are an integral part of these unaudited Financial Statements.

General Entertainment Ventures, Inc.

Notes to Consolidated Financial Statements

September 30, 2021

Note 1 – Organization and Going Concern

General Environmental Management Inc., now General Entertainment Ventures, Inc.

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

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

March 31, 2024

Note 1 – Organization, Business and Going Concern

General Enterprise Ventures, Inc., was originally incorporated under the laws of the State of Nevada on March 14, 1990.

When used in these notes, the terms “GEVI,” “Company,” “we,” “us” and “our” mean General Enterprise Ventures, Inc.

and all entities included in our consolidated financial statements.

In January 2021, Board of Directors of the Company approved redomiciling the Company in Delaware.

4 unchanged sentences

GEVI is the accounting and legal acquiror of the Company.

On October 17, 2021, the Board of Directors approved the corporate name change from General Entertainment Ventures, Inc.

to General Enterprise Ventures, Inc.

Corporate Changes

On May 10, 2021, GEVI acquired all the issued and outstanding equity of Strategic Asset Holdings, LLC (“SAH”), a Wyoming limited liability company, for $ 50,000 , pursuant to a promissory note dated as of the same date.

SAH is an early-stage company in the home essentials technology space, and owns a provisional patent for a safe and secure night light.

SAH is controlled by the Company’s Chief Executive Officer.

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.

Change of Control

On April 14, 2021, Jan Ralston acquired 10,000,000 Series A Preferred Stock from our former Chief Executive Officer, in a private transaction.

The transaction constituted a change of control in the Company, due to the preferred shares super voting and conversion rights, entitling the holder to one thousand (1,000) shares and votes of common stock for every one (1) share of Convertible Series A Preferred Stock owned.

On January 3, 2022, the Company formed Mighty Fire Breaker, LLC, an Ohio limited liability company (“MFB Ohio”), to acquire all the intellectual property of Mighty Fire Breaker, LLC, a California limited liability company (“MFB California”) in connection with the flame retardant and flame suppression segments of the environmental industry, including patents and patents pending.

On April 13, 2022, the transaction between the Company, MFB Ohio and MFB California closed.

The transaction consideration to the equity holders of MFB California was 1,000,000 shares of the Series C Convertible Preferred Stock of the Company with a value at closing of $ 4,200,000 , and a 10 % royalty on gross sales before taxes of the MFB Ohio family of products.

In addition, on November 14, 2022, the Company formed Mighty Fire Breaker UK Limited (“MFB UK” and together with MFB Ohio, collectively, “MFB”).

MFB has 56 patents pertaining to its CitroTech MFB 31 Technology™ (“CitroTech” or the “MFB Technology”) for the prevention and spread of wildfires.

When CitroTech is applied it converts flammable fuels like dry native vegetation and wood into non-combustible materials.

During the third quarter of 2022 the Company received EPA Safer Choice status and UL Green-Guard Gold approval on its CitroTech fire inhibitor.

The Company continues to pursue accreditations such as the Missoula Testing approval for selling products to the government.

MFB Ohio is involved in installing commercial and large residential Proactive Wildfire Prevention Systems.

We are an environmentally sustainable flame retardant and flame suppression company for the residential home industry throughout the United States and international markets.

Management is experienced in business integration and branding potential.

The Company is bringing to the marketplace unique, disruptive products with significant environmental impact potential.

The Company holds various intellectual property in the form of patents and trademarks in the fields of fire suppression, mapping and tracking of fire-retardant dispersion and fire inhibition chemistry and technology.

The Company has obtained multiple certification and accreditations in this industry, such as being the only EPA Safer Choice approved, long-term fire retardant, UL GreenGaurd Gold, California Bioassay water approval, LENS, and in the process of USDA approval.

Going Concern

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

The Company has not generated significant income to date.

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

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

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

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

Our consolidated financial statements are prepared on a going concern basis, which contemplates the realization of assets and the satisfaction of liabilities and commitments in the normal course of business.

The Company has incurred losses since inception and has a net loss of 3,519,710 and $ 433,018 in revenues for the three months ended March 31, 2024, and has a working capital deficiency of $ 209,071 as of March 31, 2024.

In addition, the Company has been dependent on related parties to fund operations and has an amount owing to related parties of $ 1,309,077 outstanding at March 31, 2024.

These conditions raise substantial doubt about the Company’s ability to continue as a going concern within one year after the date that the consolidated financial statements are issued.

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

During the three months ended March 31, 2024, the Company completed financings from the issuance of Series C preferred stock, generating net proceeds of $ 165,000 .

However, the Company’s existing cash resources and income from operations, are not expected to provide sufficient funds to carry out the Company’s operations and business development through the next twelve (12) months.

Management plans to continue to raise funds and complete an Initial Public Offering (IPO) 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 complete an IPO, 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 financial statements should be read in conjunction with the financial statements and related notes included in the Company’s Annual Report on Form 10-K, for the year ended December 31, 2020, as filed with the SEC on September 29, 2021.

Use of Estimates

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

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

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

A novel strain of coronavirus (COVID-19) was first identified in December 2019, and subsequently declared a global pandemic by the World Health Organization on March 11, 2020.

As a result of the outbreak, many companies have experienced disruptions in their operations and in markets served.

The Company considered the impact of COVID-19 on the assumptions and estimates used and determined that there were no material adverse impacts on the Company’s results of operations and financial position at September 30, 2021.

The full extent of the future impacts of COVID-19 on the Company’s operations is uncertain.

A prolonged outbreak could have a material adverse impact on financial results and business operations of the Company, including the timing and ability of the Company to develop its business plan.

Business Combinations

In accordance with ASC 805-10, “Business Combinations”, the Company accounts for all business combinations using the acquisition method of accounting.

Under this method, assets and liabilities, including any remaining non-controlling interests, are recognized at fair value at the date of acquisition.

The excess of the purchase price over the fair value of assets acquired, net of liabilities assumed, and non-controlling interests is recognized as goodwill.

Certain adjustments to the assessed fair values of the assets, liabilities, or non-controlling interests made subsequent to the acquisition date, but within the measurement period, which is up to one year, are recorded as adjustments to goodwill.

Any adjustments subsequent to the measurement period are recorded in income.

Any cost or equity method interest that the Company holds in the acquired company prior to the acquisition is re-measured to fair value at acquisition with a resulting gain or loss recognized in income for the difference between fair value and the existing book value.

Results of operations of the acquired entity are included in the Company’s results from the date of the acquisition onward and include amortization expense arising from acquired tangible and intangible assets.

Related Parties

The Company follows ASC 850, ”Related Party Disclosures,” for the identification of related parties and disclosure of related party transactions (see Note 4).

Note 3 – Acquisition

On May 10, 2021, the Company acquired 100% of the outstanding common shares of Strategic Assets Holdings, Inc.

(SAH), a company controlled by Jason Tucker, our sole officer and director.

The goodwill arising from the acquisition consists solely for the coast in excess of company net asset value.

The Company impaired goodwill on acquisition and recorded an impairment of $ 52,976 to operating expenses.

The following table summarizes the consideration paid for SAH and the amounts of the assets acquired, and liabilities assumed recognized at the acquisition date at May 10, 2021:

Consideration:

Unaudited combined proforma results of operations for the nine months ended September 30, 2021 and 2020 as though the Company acquired SAH on June 8, 2020 (Inception), are set forth below:

Nine Months Ended

September 30,

Cost of revenues

Operating expenses

Operating loss

Other expense

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/A, for the year ended December 31, 2023, as filed with the SEC on July 30, 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.

For the three months ended March 31, 2023, the company restated the consolidated financial statements for the calculation of amortization on intangible assets.

The impact on the Consolidated Statement of Operations and Comprehensive Loss of the restatement is as follows:

Three Months Ended

March 31, 2023

Amortization and depreciation

Total operating expense

Loss from operations

$ ( 353,436 )

Note 4 – Related Party Transactions (Restated)

Pursuant to corporate change (see Note 1), the Company issued a promissory note of $ 50,000 to the Company’s CEO, bearing interest at an annual rate of 7.5 % and mature on May 10, 2022 .

For the nine months ended September 30, 2021, the Company recorded interest expenses of $ 1,469 .

As of September 30, 2021, the Company was obliged for this interest-bearing promissory note with a balance of $ 50,000 and accrued interest of $ 1,469 .

As at September 30, 2021 and December 31, 2020, $9,355 is accrued for salary to our former Chief Executive Officer.

During the three and nine months ended September 30, 2021, the Company paid $ 6,358 and $ 16,498 management fees to the Company’s sole member, respectively.

During three months ended September 30, 2021, a related party advanced to the Company a restated amount of $ 13,250 by paying for operating expenses on behalf of the Company.

As of September 30,2021, and December 31, 2021, the Company was obliged to the related party, for an unsecured, non-interest bearing demand loan with balance of $ 13,250 and $ 0 .

Note 5 –Loan Payable

On June 3, 2020, the Company entered in a line of credit agreement with third party for financing up to of $40,000 upon request of the Company for unlimited period.

The line of credit was unsecured and each draw will incur 0% interest per annum at the time it was issued if repaid within 2 years .

If after 2 years each draw shall incur, the interest is 9% per annum.

During the three and nine months ended September 30, 2021, the Company utilized $ 3,000 and $ 5,500 of line of credit.

As of September 30, 2021, the unpaid balance of line of credit was $ 20,260 .

Note 6 –Restatement of Financial Statements

The Company's financial statements as of September 30, 2021, contained the following errors:

(i) understatement of professional fees expenses of $ 13,250 (ii) understatement of due to related party of $ 13,250 and (iii).reclassified general and administrative expenses related to management compensation.

The effects of the adjustments on the Company’s previously issued financial statements as at September 30, 2021 and for the three and nine months ended September 30, 2021 are summarized as follows:

Liabilities and Stockholders' Deficit

Current Liabilities

Due to related party

Total Liabilities

Stockholders' Deficit

$ ( 415,248 )

Net loss and comprehensive loss

$ ( 353,611 )

$ ( 415,423 )

The impact on the Consolidated Statement of Cash Flows of the restatement is as follows:

Three months ended

March 31, 2023

Cash Flows from Operating Activities:

$ ( 353,611 )

$ ( 415,423 )

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

Depreciation and amortization

The impact on the Consolidated Statement of Stockholders’ Equity of the restatement is as follows:

March 31,2023

Stockholders' Equity:

Accumulated deficit

1 unchanged sentence

$ ( 59,796,823 )

Total Stockholders' Deficit

Total Liabilities and Stockholders' Deficit

Three Months Ended September 30, 2021

Total Stockholders' Equity:

Reclassification

For the three months ended March 31,2024 and 2023, certain amounts have been reclassified to improve the clarity and comparability of the Consolidated Financial Statements.

An adjustment has been made to the Consolidated Statements of Operations and Comprehensive Loss and for the three ended March 31,2024 and 2023, to reclassify partial operating expenses to cost of revenue, and to separately disclose professional service provided by related party from line-item professional service to professional fees- related party.

The impact on the Consolidated Statement of Operations and Comprehensive Loss, with no change to the restated loss from operations or net loss, respectively, as follows:

Three Months Ended

March 31, 2024

March 31, 2023

As Reclassified

Cost of revenue

Operating Expenses

Cost of revenue (exclusive of amortization and depreciation shown separately below)

Amortization and depreciation

General and administration

Management compensation

Professional fees- related party

Professional fees

( 1,511,550 )

Total operating expenses

Loss from Operations

Nine Months Ended September 30, 2021

Operating Expenses

(*) Originally as filed for March 31, 2023 and restated for the change for amortization of intangible assets.

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.

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.

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

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

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

The three tiers are defined as follows:

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

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

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

The Company’s financial instruments, including cash, 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.

Cost of Revenue

For the three months ended March 31, 2024, and 2023, cost of revenue consists of:

Three Months Ended

Cost of inventory

Freight and shipping

Consulting and advisory - related party

Royalty and sales commission - related party

Total cost of revenue

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.

Convertible notes

Convertible Series C Preferred Stock

Convertible Series A Preferred Stock (1)

10,000,000,000

10,019,196,467

(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 )

$ ( 415,423 )

Net Loss - diluted

$ ( 3,519,710 )

$ ( 415,423 )

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.

Note 3 – Equipment

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

Furniture and equipment

accumulated depreciation

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 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:

Year Ending December 31,

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 $ 61,812 , respectively.

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

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

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

Weighted-average discount rate — operating leases

Supplemental balance sheet information related to leases was as follows:

Operating lease right-of-use asset

Operating lease liabilities:

Current portion

Non-current portion

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

Operating lease liabilities

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:

Maturity date

August 11, 2022

September 2, 2022

April 1, 2023

Due on demand

Total Convertible notes

Current portion

Long -term portion

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

The related parties had material transactions for the three months ended March 31, 2024 and 2023, consist of the following:

Related Party

Nature of Relationship to the Company

Significant shareholdings owned by a corporation (greater than 10%)

Owner of related party A

Chief Executive Officer (CEO) of the Company

Company owned by related party E

Significant shareholder (greater than 10%)

MFB Ohio board advisor

As of March 31, 2024 and December 31, 2023, amounts owing to related parties consists as follows:

Related Party

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

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

For the three months ended March 31, 2024 and 2023, expenses to related parties and their nature, consists as follows:

Three months ended

Financial Statement

Related Party

Nature of Transaction

Cash paid for management fee

General and administration

Management compensation

Professional fees

Total operating expenses

Loss from Operations

Cash Flows from Operating Activities

Due to related party

Net Cash Used in Operating Activities

Cash paid for consulting fees