What changed in this filing

/stocks — the workspaceLOADING

Item 1. Financial Statements

2024-11-18 compared with 2024-08-19 · 204 added, 121 removed, 496 unchanged (40% of the section changed)

2 unchanged sentences

Consolidated Balance Sheets

September 30,

Current assets

5 unchanged sentences

Equipment, net

Intangible assets

Intangible assets, net

Operating lease right-of-use asset

3 unchanged sentences

Promissory note

Convertible note payable

Convertible notes, net of discount

Due to related parties

Advances for convertible notes to be issued

Operating lease liability - current portion

19 unchanged sentences

Three Months Ended

Six Months Ended

Nine Months Ended

September 30,

Operating expenses

Cost of revenue (including payments to related parties of $73,136 and $27,165, respectively and exclusive of amortization and depreciation shown separately below)

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

Cost of revenue - related parties

Amortization and depreciation

1 unchanged sentence

Advertising and marketing

Professional fees- related party

Management compensation

Professional fees - related parties

Professional fees

2 unchanged sentences

( 9,083,055 )

Other Expense

( 4,105,313 )

( 9,915,588 )

Other income (expense)

Interest expense

Loss on settlement of debt by issuing common stock

Loss on settlement of debt

Total other expense

1 unchanged sentence

( 9,084,815 )

( 5,082,352 )

( 9,918,107 )

Provision for income taxes

6 unchanged sentences

$ ( 5,082,352 )

$ ( 9,918,107 )

Net loss per common share - basic and diluted

3 unchanged sentences

Consolidated Statements of Change in Stockholders’ Deficit

For the Three and Six Months ended June 30, 2024

Convertible Series A

Convertible Series C

For the Three and Nine Months ended September 30, 2024

Preferred Stock

Preferred stock

Stockholders'

18 unchanged sentences

( 73,910,780 )

For the Three and Six Months ended June 30, 2023

Convertible Series A

Convertible Series C

Total Stockholders'

Warrants issued in conjunction with convertible debts

Common Stock issued for common stock to be issued

Cancellation of stock to be issued for services

Balance - September 30, 2024

$ ( 74,566,018 )

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 and Nine Months ended September 30, 2023

Stockholders'

Preferred stock

5 unchanged sentences

$ ( 59,796,822 )

Shares to be issued, subscription received

Subscription received - shares to be issued

Common stock issued for services

2 unchanged sentences

( 60,214,692 )

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

( 9,084,815 )

Balance - September 30, 2023

$ ( 69,299,507 )

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

1 unchanged sentence

Consolidated Statement of Cash Flows

Six Months Ended

Nine Months Ended

September 30,

Cash Flows from Operating Activities:

6 unchanged sentences

Depreciation and amortization

Amortization of debt discount

Loss on settlement of debt

1 unchanged sentence

Accounts receivable

Contribution inventory - related party

Prepaid expense

3 unchanged sentences

Net Cash used in Operating Activities

( 1,319,815 )

Cash Flows from Investing Activities:

Purchase of equipment

Net Cash used in Investing Activities

Cash Flows from Financing Activities:

Advances received for convertible notes to be issued

Proceeds from convertible notes

Deferred offering cost

2 unchanged sentences

Proceed from issuance Series C Preferred Stock

Proceed from stock subscription

Proceeds from promissory note

Net Cash provided by Financing Activities

7 unchanged sentences

Common stock issued for services

Common stock to be issued for services

Series C Preferred stock issued for services

4 unchanged sentences

Cancellation comment stock - related party

Warrants issued in conjunction with convertible debts

Reclassification of due to related party to convertible note

Contribution inventory - related party

Issuance Series C Preferred stock for services - related party

Right -of-use assets obtain in exchange for new operating lease liabilities

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

1 unchanged sentence

Notes to Unaudited Consolidated Financial Statements

June 30, 2024

September 30, 2024

Note 1 – Organization, Business and Going Concern

4 unchanged sentences

On March 31, 2021, the Company formed General Entertainment Ventures, Inc.

in Delaware as a wholly owned subsidiary of the Company.

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

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

8 unchanged sentences

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.

MFB has 30 patents and 26 patents pending 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.

2 unchanged sentences

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

On April 30, 2024, MFB UK was dissolved under the Companies House in the United Kingdom.

The board of directors of the Company determined that it was in the best interest of the Company to focus its business development on its existing markets.

Accordingly, the Company has no current plan to revive the existence of MFB UK.

Effective June 25, 2024, the Company formed and organized a wholly owned subsidiary, GEVI Insurance Holdings Inc., an Ohio corporation, while the Company contemplates the opportunity to enter the wildfire insurance markets relating to the Company’s flame retardant and flame suppression products.

3 unchanged sentences

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.

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

Going Concern

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 $ 4,427,114 on $ 631,687 of revenues for the six months ended June 30, 2024 and has a working capital deficiency of $ 695,357 as of June 30, 2024.

In addition, the Company has been dependent on related parties to fund operations and has an amount owing to related parties of $ 1,251,257 outstanding at June 30, 2024.

The Company has incurred losses since inception and has a net loss of $ 5,082,352 on $ 738,729 of revenues for the nine months ended September 30, 2024, and has a working capital deficiency of $ 1,002,764 as of September 30, 2024.

In addition, the Company has been dependent on related parties to fund operations and has an amount owing to related parties of $ 1,255,572 outstanding at September 30, 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 six months ended June 30, 2024, the Company completed financings from the issuance of Series C preferred stock, common stock, advances and relate party loans, generating net proceeds of $ 802,180 .

During the nine months ended September 30, 2024, the Company completed financing from the issuance of Series C preferred stock, convertible notes and relate party loans, generating net proceeds of $ 1,079,189 .

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.

16 unchanged sentences

Intercompany transactions and balances have been eliminated.

For the three and six months ended June 30, 2023, the company restated the Consolidated Financial Statements for the calculation of amortization on intangible assets.

For the three and nine months ended September 30, 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

Six Months Ended

June 30, 2023

Nine Months Ended

September 30, 2023

Amortization and depreciation

5 unchanged sentences

$ ( 185,435 )

$ ( 9,915,588 )

$ ( 9,023,003 )

$ ( 9,084,815 )

$ ( 9,732,672 )

$ ( 185,435 )

$ ( 9,918,107 )

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

Six Months Ended

September 30, 2023

Cash Flows from Operating Activities:

8 unchanged sentences

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

June 30, 2023

September 30, 2023

Stockholders' equity:

6 unchanged sentences

Reclassification

For the three and six months ended June 30, 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 and six months ended June 30,2023, 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.

For the three and nine months ended September 30, 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 and nine months ended September 30, 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

Six Months Ended

June 30, 2023

Nine Months Ended

September 30, 2023

As Filed and Restated (*)

7 unchanged sentences

General and administration

Management compensation

Stock-based professional fees - related party

( 8,640,000 )

Professional fees- related party

6 unchanged sentences

$ ( 9,915,588 )

(*) Originally as filed for June 30, 2023, and restated for the change for amortization of intangible assets.

(*) Originally as filed for September 30, 2023, and restated for the change for amortization of intangible assets.

Use of Estimates

4 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 at June 30, 2024 and December 31, 2023.

The Company had cash of $ 546,555 and $ 549,755 at June 30, 2024 and December 31, 2023, respectively.

The Company did not have any cash equivalents at September 30, 2024 and December 31, 2023.

The Company had cash of $ 309,129 and $ 549,755 at September 30, 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 June 30, 2024, was $ 296,555 .

The amount in excess of the FDIC insurance as of September 30, 2024, was $ 0 .

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.

6 unchanged sentences

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

As of June 30, 2024, and December 31, 2023, the Company had no allowance for doubtful accounts.

As of September 30, 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 June 30, 2024, and December 31, 2023, the Company held inventories of $ 192,081 and $ 230,197 , respectively.

The Company did not write-off any inventories as unsalable during the six months ended June 30, 2024, and 2023.

As of September 30, 2024, and December 31, 2023, the Company held inventories of $ 271,143 and $ 230,197 , respectively.

The Company did not write-off any inventories as unsalable during the nine months ended September 30, 2024, and 2023.

Deferred Offering Costs

2 unchanged sentences

Should the proposed public offering prove to be unsuccessful, these deferred costs, as well as additional expenses to be incurred, will be expensed.

As of June 30, 2024 and December 31, 2023, deferred offering costs consisted of the following:

As of September 30, 2024 and December 31, 2023, deferred offering costs consisted of the following:

Accounting fees

Fair Value of Financial Instruments

6 unchanged sentences

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 June 30, 2024 and December 31, 2023, the carrying amounts of these instruments approximated their fair values because of the short-term nature of these instruments.

At September 30, 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.

9 unchanged sentences

Cost of Revenue

For the three and six months ended June 30, 2024 and 2023, cost of revenue consists of:

For the three and nine months ended September 30, 2024 and 2023, cost of revenue consists of:

Three Months Ended

Six Months Ended

Nine Months Ended

September 30,

Cost of inventory

6 unchanged sentences

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 six months ended June 30, 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.

For the nine months ended September 30, 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.

September 30,

Convertible notes

Convertible Series C Preferred Stock

Common stock warrants

Convertible Series A Preferred Stock (1)

2 unchanged sentences

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

For the three and six months ended June 30, 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:

For the three and nine months ended September 30, 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

Six Months Ended

Nine Months Ended

September 30,

$ ( 655,238 )

2 unchanged sentences

$ ( 9,918,107 )

Interest on convertible debts

Net loss - diluted

9 unchanged sentences

10,019,019,038

Common stock warrants

10,117,043,935

10,115,685,305

Net loss per common share:

Net income per common share:

Recently Issued Accounting Pronouncements

13 unchanged sentences

Note 3 – Equipment

At June 30, 2024 and December 31, 2023, equipment consisted of the following:

Furniture and equipment

At September 30, 2024 and December 31, 2023, equipment consisted of the following:

September 30,

accumulated depreciation

Property and equipment, net

For the three and six months ended June 30, 2024, and 2023, depreciation consists of:

Equipment, net

For the three and nine months ended September 30, 2024 and 2023, depreciation consists of:

Three Months Ended

Six Months Ended

Nine Months Ended

September 30,

Note 4 – Intangible Assets

In 2022, the Company acquired the intellectual property of MFB California, 19 patents centered around its MFB Technology for the prevention and spread of wildfires.

As of June 30, 2024 and December 31, 2023, finite lived intangible assets consisted of the following:

As of September 30, 2024 and December 31, 2023, finite lived intangible assets consisted of the following:

Accumulated amortization

1 unchanged sentence

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

2024 (excluding the six months ended June 30, 2024)

As of June 30, 2024, the weighted-average useful life is 16.00 years.

For the three and six months ended June 30, 2024 and 2023, amortization expense is as follows:

2024 (excluding the nine months ended September 30, 2024)

As of September 30, 2024, the weighted-average useful life is 15 .00 years.

For the three and nine months ended September 30, 2024 and 2023, amortization expense is as follows:

Three Months Ended

Six Months Ended

Nine Months Ended

September 30,

Note 5 – Lease

2 unchanged sentences

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

For the three and six months ended June 30, 2024 and 2023, right-of-use asset and lease information about the Company’s operating lease consist of:

For the three and nine months ended September 30, 2024 and 2023, right-of-use asset and lease information about the Company’s operating lease consist of:

Three Months Ended

Six Months Ended

Nine Months Ended

September 30,

The components of lease expense were as follows:

4 unchanged sentences

Supplemental cash flow information related to leases was as follows:

Six Months Ended

Nine Months Ended

Cash paid for operating cash flows from operating leases

2 unchanged sentences

Supplemental balance sheet information related to leases consists of:

September 30,

Operating lease right-of-use asset

2 unchanged sentences

Non-current portion

The following table outlines maturities of our lease liabilities as of June 30, 2024:

The following table outlines maturities of our lease liabilities as of September 30, 2024:

Year ending December 31,

2024 (excluding the six months ended June 30, 2024)

2024 (excluding the nine months ended September 30, 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 June 30, 2024, and December 31, 2023, following is the summary of funds received from the lender:

Note 6 – Convertible Notes

The components of convertible notes as of September 30, 2024 and December 31, 2023, were as follows:

September 30,

Maturity date

1 unchanged sentence

September 2, 2022

April 1, 2023

Due on demand

July 15, 2024

August 15, 2024

Total Convertible notes

Unamortized debt discount

Current portion

Long-term portion

During the six months ended June 30, 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.

During the nine months ended September 30, 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 six months ended June 30, 2024 and 2023, the Company recognized interest expenses of $ 135 and $ 759 , respectively.

As of June 30, 2024 and December 31, 2023, the Company owned principal of $ 0 and $ 54,000 and accrued interest of $ 0 and $ 1,567 , respectively.

On July 15, 2024 and August 15, 2024, the Company entered into seventeen (17) subscription agreements for convertible notes ($ 1,121,000 ) and warrants ( 1,401,250 shares of common stock).

The convertible notes have a term of twelve (12) months, at an interest rate of 10% per annum and warrants are with a term of five (5) years, at exercise price of $ 0.50 per share.

The outstanding principal amount of convertible notes and unpaid interest is convertible at conversion price of the lesser of (i) $0.40 or (ii) a 30% discount to the price of shares issued in connection with a qualified financing.

The Company believes the qualified financing is an initial offering price therefore, 30% discount to the price of shares issued in connection with qualified financing shall not be below $0.40.

Therefore, the conversion price is a fixed price of $0.40 and the Company determined that conversion feature is not bifurcated.

The Company has accounting for the convertible debt at amortized cost under ASC 470-20.

During the nine months ended September 30, 2024, the Company recognized the debt discount of $ 560,889 (Original Issued Discounts of $ 89,680 and warrants discount of $ 471,209 ) and amortized debt discount of $ 72,996 .

During the nine months ended September 30, 2024 and 2023, the Company recognized interest expenses of $ 21,014 and $ 1,035 , respectively.

As of September 30, 2024 and December 31, 2023, the Company recorded accrued interest of $ 20,879 and $ 1,567 , respectively.

Note 7 – Promissory Note

1 unchanged sentence

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

During the six months ended June 30, 2024 and 2023, the Company recognized $ 750 and $ 0 interest.

During the six months ended June 30, 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.

During the nine months ended September 30, 2024, and 2023, the Company recognized $ 750 and $ 0 interest.

During the nine months ended September 30, 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 that had material transactions for the three and six months ended June 30, 2024 and 2023, consist of the following:

The related parties that had material transactions for the three and nine months ended September 30, 2024 and 2023, consist of the following:

Related Party

11 unchanged sentences

MFB Ohio board advisor

As of June 30, 2024 and December 31, 2023, amounts owing to related parties consists as follows:

As of September 30, 2024 and December 31, 2023, amounts owing to related parties consists as follows:

September 30,

Related Party

During the six months ended June 30, 2024 and 2023, related party A advanced to the Company an amount of $ 0 and $ 275,000 for working capital proposes and $ 2,180 and $ 200,836 for operating expenses paid directly to vendors, on behalf of the Company, respectively.

During the six months ended June 30, 2024 and 2023, the Company repaid $ 60,000 and $ 0 owing to the related party A, respectively.

For the three months ended June 30, 2024 and 2023, expenses to related parties and their nature consists of:

During the nine months ended September 30, 2024 and 2023, related party A advanced to the Company an amount of $ 0 and $ 305,000 for working capital proposes and $ 6,495 and $ 222,529 for operating expenses paid directly to vendors, on behalf of the Company, respectively.

During the nine months ended September 30, 2024 and 2023, the Company repaid $ 60,000 and $ 0 owing to the related party A, respectively.

For the three months ended September 30, 2024 and 2023, expenses to related parties and their nature consists of:

Three Months Ended

September 30,

Related Party

9 unchanged sentences

Cost of revenue

For the three months ended June 30, 2024 and 2023, expenses to related parties and their nature consists of:

Six Months Ended

For the nine months ended September 30, 2024 and 2023, expenses to related parties and their nature consists of:

Nine Months Ended

September 30,

Related Party

23 unchanged sentences

Professional fees - related party

Note 9 – Advances for Convertible Notes to be Issued

During the six months ended June 30, 2024, the Company obtained $ 695,000 from eleven (11) lenders in cash for issuance of convertible promissory notes and warrants.

As of June 30, 2024, the Company has not issued convertible promissory notes and warrants agreements, and all of the funds would have been returned if a certain threshold of investment had not been achieved.

Note 9 – Stockholders’ Equity

22 unchanged sentences

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.

As of June 30, 2024, and December 31, 2023, there were 10,000,000 shares of Series A Preferred Stock issued and outstanding.

As of September 30, 2024 and December 31, 2023, there were 10,000,000 shares of Series A Preferred Stock issued and outstanding.

Series C Convertible Preferred Stock

19 unchanged sentences

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 six months ended June 30, 2024, the Company issued 273,332 shares of Series C Preferred Stock as follow;

During the nine months ended September 30, 2024, the Company issued 273,332 shares of Series C Preferred Stock as follow;

183,332 shares issued for stock payable of $ 500,000 .

4 unchanged sentences

As of December 31, 2023, 183,332 shares were not issued and are recorded as preferred stock to be issued with value of $ 500,000 in equity.

During the six months ended June 30, 2024, the Company issued 183,332 shares of Series C Preferred Stock.

As of June 30, 2024 and December 31, 2023, there were 2,546,831 and 2,273,499 shares of the Company’s Convertible Series C Preferred Stock issued and outstanding, respectively.

During the nine months ended September 30, 2024, the Company issued 183,332 shares of Series C Preferred Stock.

As of September 30, 2024, and December 31, 2023, there were 2,546,831 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 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 six months ended June 30, 2024, the Company issued 4,006,762 shares of Common Stock and cancelled 65,000,000 shares as follow:

During the nine months ended September 30, 2024, the Company issued 4,256,762 shares of Common Stock and cancelled 65,000,000 shares as follow:

2,250,000 shares issued for services, valued at $ 1,862,000 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 issued for common stock to be issued from fiscal year ended 2023 – to a director of the Company.

500,000 shares issued for common stock to be issued from fiscal year ended 2023 – to two directors of the Company.

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

As of June 30, 2024 and December 31, 2023, there were 36,552,150 and 97,545,388 shares of the Company’s common stock issued and outstanding, respectively.

As of September 30, 2024 and December 31, 2023, there were 36,802,150 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 six months ended June 30, 2024:

Set out below is a summary of the changes in the Restricted Shares during the nine months ended September 30, 2024:

Weighted-Average

1 unchanged sentence

( 65,000,000 )

Balance, June 30, 2024

Balance, September 30, 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.

1 unchanged sentence

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 six months ended June 30, 2024, 65,000,000 shares were cancelled.

During the nine months ended September 30, 2024, 65,000,000 shares were cancelled.

Common Stock to be Issued

1 unchanged sentence

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.

During the six months ended June 30, 2024, the Company issued 250,000 shares of common stock and settled common stock to be issued of $ 90,000 .

During the nine months ended September 30, 2024, the Company issued 500,000 shares of common stock and settled common stock to be issued of $ 180,000 .

On April 22, 2024, the Company entered into an advisory and consulting agreement for a period of twelve (12) months with share compensation of 250,000 shares of common stock upon signing the agreement.

The Company valued the 250,000 shares based on market value at signing of the agreement, in the amount of $ 200,000 .

As of June 30, 2024, the Company did not issue the shares, and recorded this as common stock to be issued as a component of stockholders’ equity.

As of June 30, 2024 and December 31, 2023, 500,000 and 500,000 shares were not yet issued and are recorded as common stock to be issued of $ 290,000 and $ 180,000 in equity, respectively.

The Company valued the 250,000 shares based on market value at signing of the agreement, in the amount of $ 200,000 and recorded as common stock to be issued as a component of stockholders’ equity.

On July 1, 2024, the Company terminated the agreement due to a lack of service performance by a contractor and 250,000 shares to be issued were cancelled.

As of September 30, 2024 and December 31, 2023, 0 and 500,000 shares were not yet issued and are recorded as common stock to be issued of $ 0 and $ 180,000 in equity, respectively.

During the nine months ended September 30, 2024, the Company issued a total of 1,401,250 common stock warrants exercisable for a period of five years at an exercise price per share of $ 0.50 in connection with convertible notes issued in July 15, 2024 and August 15, 2024.

The Company utilizes the Black-Scholes model to value its warrants and recognized debt discount of $ 471,209 .

The Company utilized the following assumptions:

Expected term

Expected average volatility

245 % - 251 %

Expected dividend yield

Risk-free interest rate

3.79 % - 4.13 %

A summary of activity of the warrants during the nine months ended September 30, 2024, as follows:

Warrants Outstanding

Weighted Average

Contractual life

Outstanding, December 31, 2023

Forfeited/canceled

Outstanding, September 30, 2024

The intrinsic value of the warrants as of September 30, 2024 is $262,734.

Note 10– Commitments and Contingencies

As part of the intellectual asset purchase agreement with MFB California, the Company is subject to royalties of 10.0 % derived from gross invoiced sales of MFB products excluding funds received for sales and use tax (see Notes 1 and 4).

On April 22, 2024, the Company entered into an advisory and consulting agreement for a period of 12 months with monthly fees of $14,500, success fees of 4.5% of the total value of any non-financing contract, finder fees of 4.5% of total value of the financing transactions (payable to the Company’s broker-dealer) and share compensation of 250,000 shares of common stock upon signing the agreement, recorded as common stock to be issued.

Note 11 – Concentration

As of June 30, 2024, and December 31, 2023, and for six months ended June 30, 2024, and 2023, customer and supplier concentrations (more than 10%) were as follows:

As of September 30, 2024 and December 31, 2023, and for nine months ended September 30, 2024 and 2023, customer and supplier concentrations (more than 10%) were as follows:

Revenue and accounts receivable

1 unchanged sentence

Percentage of

For the Six Months Ended

For Nine Months Ended

Accounts Receivable

September 30,

Total (as a group)

Purchase and accounts payable

Purchase and supplier accounts payable

Percentage of Purchase

Percentage of

For the Six Months Ended

Accounts Payable

For Nine Months Ended

Accounts Payable for purchase

September 30,

Total (as a group)

3 unchanged sentences

Management evaluated all additional events through the date the consolidated 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 consolidated financial statements.

During July and August 2024, the Company issued senior convertible notes (together, the “Convertible Notes”).

The Convertible Notes bear interest at an annualized rate of 10 %.

The Convertible Notes mature twelve ( 12 ) months after the original issue date of the Convertible Notes, whereupon all outstanding principal and accrued interest is due to the holders of the Convertible Notes.

The Convertible Notes include a conversion feature.

The Conversion price is the lesser of (i) $0.40 or (ii) a 30% discount to the price of shares issued in connection with a Qualified Financing .

Qualified Financing means the Company’s sale of its common stock pursuant to a registration statement filed with and declared effective by the commission and the listing of the common stock in connection with an uplist to a national securities exchange.

In the event that, prior to the maturity date, the VWAP per share of Company common stock does not trade below $1.50 for thirty (30) consecutive trading days, then, subject to the limitations on conversion, this Convertible Notes shall automatically convert on the next trading day immediately following the trading period into the number of shares of Company common stock determined by dividing the conversion amount by the conversion price.

In connection with the issuance of the Convertible Notes, the Company issued common stock purchase warrants to the holders of the Convertible Notes (the “Warrants”).

The Warrants give the holders the right, but not the obligation, to purchase shares of the Company.

The exercise price of the Warrants is $ 0.50 per share.

The Warrants expire five ( 5 ) years from the issue date.

The Company issued convertible notes and warrant, in July and August 2024 for $ 1,171,000 , of which $ 695,000 was advanced on or before June 30, 2024 (Note 9)

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

The Company filed with the Securities and Exchange Commission (“SEC”) a prospectus on Form S-1 with the objective, when effective, of raising up to $ 15,000,000 to fund the Company’s working capital and operating capital needs for, at a minimum, calendar year 2025, and at maximum, through calendar year 2029.

The Company has received comments from the SEC and is preparing responses to the same.

During the month of October 2024, the Company raised $ 1,200,000 in working capital in connection with sales of its Series C Preferred Stock at a price of $ 0.30 per share.

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