What changed in this filing

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Item 8. Financial Statements and Supplementary Data

2025-03-31 compared with 2024-04-15 · 412 added, 340 removed, 358 unchanged (68% of the section changed)

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December 31, 2024 and 2023

Report of Independent Registered Public Accounting Firm – WWC.

Report of Independent Registered Public Accounting Firm – BF Borgers CPA PC (PCAOB ID:

Report of Independent Registered Public Accounting Firm (PCAOB ID:

Consolidated Balance Sheets at December 31, 2024 and 2023

Consolidated Statements of Operations and Comprehensive Loss for the years ended December 31, 2024 and 2023

Consolidated Statements of Changes in Stockholders’ Deficit for the years ended December 31, 2023 and 2022

Consolidated Statements of Changes in Stockholders’ Equity for the years ended December 31, 2024 and 2023

Consolidated Statements of Cash Flows for the years ended December 31, 2024 and 2023

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Opinion on the Financial Statements

We have audited the accompanying consolidated balance sheet of General Enterprises Ventures, Inc.

(the “Company”) as of December 31, 2023, and the related consolidated statements of operations and comprehensive loss, stockholders’ deficit, and cash flows for the year ended December 31, 2023, and the related notes (collectively referred to as the “financial statements”).

In our opinion, the financial statements present fairly, in all material respects, the financial position of the Company as of December 31, 2023, and the results of its operations and its cash flows for the year ended December 31, 2023, in conformity with accounting principles generally accepted in the United States of America.

We have audited the accompanying consolidated balance sheets of General Enterprises Ventures, Inc.

(the “Company”) as of December 31, 2024 and 2023, and the related consolidated statements of operations and comprehensive loss, stockholders’ deficit, and cash flows for each of the years in the two-year period ended December 31, 2024, and the related notes (collectively referred to as the “financial statements”).

In our opinion, the financial statements present fairly, in all material respects, the financial position of the Company as of December 31, 2024 and 2023, and the results of its operations and its cash flows for each of the years in the two-year period ended December 31, 2024, in conformity with accounting principles generally accepted in the United States of America.

Substantial Doubt about the Company’s Ability to Continue as a Going Concern

The accompanying financial statements have been prepared assuming that the Company will continue as a going concern.

As discussed in Note 1 to the financial statements, the Company incurred substantial losses during the year ended December 31, 2023.

As of December 31, 2023, the Company had a working capital deficit.

Accordingly, these factors give rise to substantial doubt that the Company will be able to continue as a going concern.

Management closely monitors the Company’s financial position and has prepared a plan that is found in Note 1 that addresses this substantial doubt.

These financial statements do not include any adjustments that might result from the outcome of this uncertainly.

As discussed in Note 1 to the financial statements, the Company has suffered recurring losses from operations and has a working capital deficit that raise substantial doubt about its ability to continue as a going concern.

Management's plans with regard to these matters are also described in Note 1.

The financial statements do not include any adjustments that might result from the outcome of this uncertainty.

Basis for Opinion

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Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the financial statements.

Our audits also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the financial statements.

We believe that our audits provide a reasonable basis for our opinion.

Our audits also included evaluating the accounting principles used and significant estimates

Critical Audit Matters

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The communication of critical audit matters does not alter in any way our opinion on the financial statements, taken as a whole, and we are not, by communicating the critical audit matters below, providing separate opinions on the critical audit matters or on the accounts or disclosures to which they relate.

The engagement team determined that the Company’s intangible assets and related impairment met the criteria to be considered a critical audit matter because the intangible assets comprised a material portion of the Company’s total assets, and they require a significant amount of judgment to estimate the carrying value and ensure the intangible assets are not impaired, and those assets are expected to contribute to the Company’s ability generate future profit.

In order to the address this critical audit matter, we first gained an understanding of how management values these assets and reperformed the valuation on those assets, and considered the reasonableness of the inputs that management is using for their valuation.

The engagement team determined that the preferred stock, especially those with conversion features, met the criteria of a critical audit matter because it is substantial relative to the Company’s shareholders’ equity, and determining their valuation and allocation requires the engagement team to identify and understand the attributes of the securities, understand how those attributes go towards determining the value of those securities.

Additionally, the disclosure regarding these securities are extensive and quite complex.

The engagement team addressed the critical audit matters by gaining an understanding of management’s valuation, allocation, recognition and approach towards disclosure, and then vouched certain details of those securities and reperformed the valuation and allocation of such preferred stock to determine if management had properly accounted for those securities.

Valuation of Intangible Assets

Description of the Matter

As described in Notes 2 and 6 to the consolidated financial statements, the Company reviews intangible assets for impairment whenever events or changes in circumstances indicate that the carrying amount of an asset may not be recoverable.

The Company’s intangible assets comprised of patents and totaled $3.7 million as of December 31, 2024.

We identified the auditing of the valuation of intangible assets as a critical audit matter because it represents a significant portion of the Company’s total assets, and it requires a significant amount of judgment to evaluate the recoverability of the carrying amount of the intangible assets.

The primary procedures we performed to address this critical audit matter included the following, among others:

We obtained an understanding of the process utilized by the Company’s management to evaluate the recoverability of the carrying amount of the intangible assets.

We tested the Company’s process and evaluated the reasonableness of the inputs that management used in its analysis, including the comparison of revenue projections with actual results.

Valuation of Derivative Liability

Description of the Matter

As described in Notes 2, 8 and 9 to the consolidated financial statements, the Company recorded convertible notes that included a conversion feature that was required to be accounted for separately as a derivative liability under ASC 815, Derivatives and Hedging .

We identified the auditing of the valuation of derivative liability as a critical audit matter due to the significant judgment and complex estimation required in determining its fair value.

The fair value of this derivative liability is estimated using a binomial lattice model, which incorporates assumptions about the Company’s conversion price, volatility, dividend yield, risk-free interest rate, credit risk, and potential early conversion behavior.

The primary procedures we performed to address this critical audit matter included the following, among others:

We obtained the Company’s valuation model and obtained an understanding of the process utilized by the Company to determine the fair value of the derivative liability.

We tested the Company’s process and evaluated the reasonableness of the inputs and assumptions used in the Company’s fair value calculation.

/s/ WWC, P.C.

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San Mateo, California

April 15, 2024

Report of Independent Registered Public Accounting Firm

To the shareholders and the board of directors of General Enterprise Ventures, Inc.

Opinion on the Financial Statements

We have audited the accompanying consolidated balance sheet of General Enterprise Ventures, Inc.

as of December 31, 2022, the related statements of operations and comprehensive loss, stockholders' equity (deficit), and cash flows for the year then ended, and the related notes (collectively referred to as the "financial statements").

In our opinion, the financial statements present fairly, in all material respects, the financial position of the Company as of December 31, 2022, and the results of its operations and its cash flows for the year then ended, in conformity with accounting principles generally accepted in the United States.

Substantial Doubt about the Company’s Ability to Continue as a Going Concern

The accompanying financial statements have been prepared assuming that the Company will continue as a going concern.

As discussed in Note 1 to the financial statements, the Company’s significant operating losses raise substantial doubt about its ability to continue as a going concern.

The financial statements do not include any adjustments that might result from the outcome of this uncertainty.

Basis for Opinion

These financial statements are the responsibility of the Company's management.

Our responsibility is to express an opinion on the Company's financial statements based on our audit.

We are a public accounting firm registered with the Public Company Accounting Oversight Board (United States) ("PCAOB") and are required to be independent with respect to the Company in accordance with the U.S.

federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.

We conducted our audit in accordance with the standards of the PCAOB.

Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement, whether due to error or fraud.

The Company is not required to have, nor were we engaged to perform, an audit of its internal control over financial reporting.

As part of our audits we are required to obtain an understanding of internal control over financial reporting but not for the purpose of expressing an opinion on the effectiveness of the Company’s internal control over financial reporting.

Accordingly, we express no such opinion.

Our audit included performing procedures to assess the risks of material misstatement of the financial statements, whether due to error or fraud, and performing procedures that respond to those risks.

Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the financial statements.

Our audit also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the financial statements.

We believe that our audit provides a reasonable basis for our opinion.

Critical Audit Matter

Critical audit matters are matters arising from the current-period audit of the financial statements that were communicated or required to be communicated to the audit committee and that (1) relate to accounts or disclosures that are material to the financial statements and (2) involved our especially challenging, subjective, or complex judgments.

We determined that there are no critical audit matters.

/S/ BF Borgers CPA PC (PCAOB ID 5041)

We have served as the Company's auditor from 2022 to 2023

March 31, 2025

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Current Assets

Prepaid expenses

Accounts receivable

Prepaid expenses

Deferred offering costs

Total Current Assets

Intangible assets

Non-Current Assets

Intangible assets, net

Operating lease right-of-use asset

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Promissory note

Convertible note payable

Convertibles notes, net of discount

Convertibles note - related party

Financing loan

Due to related parties

Derivative liability

Operating lease liability - current portion

Total Current Liabilities

Operating lease liability – noncurrent

Non-current Liability

Operating lease liability

Total Liabilities

Commitments and contingencies

Stockholders' Equity

Series A Preferred Stock, par value $ 0.0001 , authorized 10,000,000 shares,

Preferred Stock, par value $ 0.0001 , authorized 30,000,000 shares:

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 , authorized 5,000,000 shares,

2,273,499 and 950,000 shares issued and outstanding, respectively

Series C Convertible Preferred Stock, par value $ 0.0001 , designated 10,000,000 shares,

3,001,969 and 2,273,499 issued and outstanding, respectively

Common Stock par value $ 0.0001 , authorized 1,000,000,000 shares,

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Additional paid-in capital

Common Stock to be issued - 500,000 shares

Subscription received – 183,333 shares of Series C Convertible Preferred stock to be issued

Common Stock to be issued - 0 and 500,000 shares, respectively

Subscription received - 0 and 183,333 shares of Series C Preferred stock to be issued, respectively

Accumulated deficit

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Total Liabilities and Stockholders' Equity

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

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

General Enterprise Ventures, Inc.

Consolidated Statement of Operations and Comprehensive Loss

Cost of revenue

Consolidated Statements of Operations and Comprehensive Loss

Operating expenses

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

Cost of revenue - related parties

Amortization and depreciation

General and administration

Advertising and marketing

Management compensation

Professional fees- related party

Professional fees

Professional fees - related parties

Research and development expense

Total operating expenses

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( 10,097,938 )

Other Income (Expense)

Other expense

Interest expense

Total other income (expense)

Loss from continuing operations before taxes

Change in fair value of derivative liability

Loss on settlement of debt

Total other expense

( 1,577,044 )

Loss from operations before taxes

( 6,881,722 )

( 10,102,266 )

Provision for income taxes

Loss from continuing operations

$ ( 6,881,722 )

$ ( 10,102,266 )

Discontinued operations:

Income from discontinued operations

Loss on disposition of digital currency and digital currency assets

Income (Loss) from discontinued operations, net of tax

Comprehensive loss

$ ( 6,881,722 )

$ ( 10,102,266 )

Comprehensive loss

Loss from continuing operations per Common Share – Basic and diluted

Income from discontinuing operations per Common Share– Basic and diluted

Net loss per common share - basic and diluted

Loss from continuing operations Per Common Share – Diluted

Income (Loss) from discontinuing operations Per Common Share– Diluted

Net loss per common share - Diluted

Basic and diluted weighted average number of common shares outstanding

Diluted Weighted Average Number of Common Shares Outstanding

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

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

General Enterprise Ventures, Inc.

Consolidated Statements of Change in Stockholders’ Deficit

Consolidated Statements of Change in Stockholders’ Equity

Preferred Stock

Preferred stock

Stockholders'

Equity (Deficit)

Balance - December 31, 2022

( 59,381,400 )

Debt forgiveness - former related party

Shares issued for acquisition of Mighty Fire Breakers

Conversion of Convertible Series C Preferred stock of Common stock

Stock based compensation

( 2,907,828 )

Balance - December 31, 2022

( 59,381,400 )

Subscription received – Series C Preferred stock to be issued

Subscription received - Series C Preferred shares to be issued

Common stock to be issued - management

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$ ( 69,483,666 )

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

Series C Preferred Stock issued for preferred stock to be issued

Series C Preferred Stock issued in 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 )

Common stock issued for compensation

Common stock issued for services

Common stock warrants issued

( 6,881,722 )

Balance - December 31, 2024

$ ( 76,365,388 )

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

General Enterprise Ventures, Inc.

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Stock-based compensation

Loss on disposition of digital currency and digital currency assets

Impairment loss on digital assets

Series C Preferred stock-based compensation

Bad debt expense

Non-cash lease expenses

Depreciation and amortization

Amortization debt discount

Loss on settlement of debt

Change in fair value of derivative

Changes in operating assets and liabilities:

Accounts receivable

Contribution inventory - related party

Digital currency

Prepaid expense

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( 1,937,651 )

( 1,211,764 )

Cash Flows from Investing Activities:

Purchase of equipment

Share capital - Mighty Fire Breaker UK Limited

Net Cash used in Investing Activities

Cash Flows from Financing Activities:

Proceed from convertible note

Proceeds from convertible notes

Deferred offering cost

Proceeds from loan - related party

Repayment of loan- related party

Proceed from issuance Series C Preferred Stock

Proceed from stock subscription

Repayments of loan- related party

Proceeds from issuance Series C Preferred Stock

Proceeds from stock subscription

Proceeds from promissory note

Repayments of financing loan

Net Cash provided by Financing Activities

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Cash paid for interest

Cash paid for taxes

Non-Cash Financing Disclosure:

Issuance of common stock for services

Issuance of Series C Convertible Preferred stock for acquisition of Mighty Fire Breaker

Common stock issued upon conversion of Series C Convertible Preferred stock

Debt forgiveness - related party

Common stock issued for services

Common stock to be issued for management

Series C Preferred stock issued for services

Common stock issued upon conversion of Series C Preferred stock

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

Warrants issued in conjunction with convertible debts

Reclassification of due to related party to convertible note

Contribution inventory - related party

Issuance Series C Convertible Preferred stock for services - related party

Issuance Series C Preferred stock for services -related party

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

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

Recognition of derivative liability as debt discount

Acquisition of property and equipment as financing loan

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

General Enterprise Ventures, Inc.

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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.

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

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

in Delaware as a wholly owned subsidiary of the Company.

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

On April 10, 2021, after approval by the board of directors and shareholders of the Company, the Company was merged into GEVI pursuant to an Agreement and Plan of Merger dated as of the same date.

GEVI is the accounting and legal acquiror of the Company.

On 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 safe and secure night light.

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

Effective October 19,2021 Strategic Asset Holdings, LLC., was divested completely as a wholly owned subsidiary of General Enterprise Ventures, Inc.

On June 3, 2021, after approval by the board of directors and shareholders of the Company, the Company was redomiciled to the State of Wyoming.

On April 13,2022 General Enterprise Ventures, Inc.

acquired Mighty Fire Breaker, LLC, an Ohio Limited Liability company (“MFB”) and all associated IP, in exchange for 1,000,000 Preferred C Shares and a 10% royalty on the gross sales before taxes of products sold under the MFB family of products.

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

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

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

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

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

It continues to pursue additional accreditations such Missoula Testing approval for selling products to the government.

Effective April 1, 2022, the Company implemented a plan to divest its Crypto Mining operations and focus resources on the operations of Mighty Fire Breaker LLC (“MFB”).

We expanded our services by building upon its foundation of emerging technology development, by creating a Crypto-Currency mining operation (farm).

Previously, the Company had 20 Bitmain Antminer SJ19 PRO 104t/h and 99 Mini-Doge 185 m/h miners deployed, which are mining, Bitcoin, Doge, and Litecoin through the F2Pool and utilized its 8,000 Sq Ft Commercial space to house these ASIC Miners .

Effective November 20, 2022 General Enterprise Ventures Inc.

formed a UK branch of its US subsidiary Mighty Fire Breaker LLC, named Mighty Fire Breaker UK Limited.

The new Subsidiary headquartered in the United Kingdom, will be used to direct the sales of the Mighty Fire Breaker line of products and technologies in Europe, the Middle East and Africa.

Change of Control

On April 14, 2021, Jan Ralston acquired 10,000,000 Series A Convertible 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 Series A Convertible Preferred Stock owned.

On April 28, 2022, Jan Ralston transferred ownership of 10,000,000 Preferred A shares to CEO, Joshua Ralston, making Mr.

Ralston the new Majority Shareholder.

Series C Preferred Stock

On April 13, 2022, The Company designated 5,000,000 shares of Series C Convertible Preferred Stock (“Series C Preferred Stock”).

The Series C Preferred Stock is convertible into twenty ( 20 ) shares of Common Stock for each share of Series C Preferred Stock at the option of the stockholder.

The Series C Preferred Stock does not have voting rights and is not eligible to receive dividends.

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

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

General Enterprise Ventures, Inc., was originally incorporated under the laws of the State of Nevada on March 14, 1990 and on June 3, 2021 was redomiciled to the State of Wyoming.

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.

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

Management is experienced at business integration and branding potential.

The Company is bringing to the marketplace unique, disruptive product 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, awarded UL GreenGuard Gold status, California Bioassay water approval, and LENS.

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 generated limited revenues 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 approximately $ 6.9 million and revenue of $ 0.8 million for the year ended December 31, 2024.

The Company also has a working capital deficiency of approximately $ 0.5 million as of December 31, 2024.

In addition, the Company has been dependent on related parties to fund operations and has an amount owing to related parties of $ 0.6 million outstanding at December 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 year ended December 31, 2024, the Company completed financings from the issuance of Series C preferred stock, common stock, promissory notes and related party loans, generating net proceeds of approximately $ 3.1 million.

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 2025.

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

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Principles of Consolidation

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

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

Intercompany transactions and balances have been eliminated.

Reclassification

Certain amounts have been reclassified to improve the clarity and comparability of the financial statements.

These reclassifications had no impact on previously reported total assets, liabilities, equity, net income (loss), or cash flows for any periods presented.

Use of Estimates

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

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.

Segment Information

Our Chief Executive Officer (“CEO”) is the chief operating decision maker who reviews financial information on a consolidated basis for purposes of allocating resources and evaluating financial performance.

Accordingly, we determined we operate in a single reporting segment - environmentally sustainable flame retardant and flame suppression company for the residential home industry.

Our CEO assesses performance and decides how to allocate resources primarily based on consolidated net income, which is reported on our Consolidated Statements of Operations.

Total assets on the Consolidated Balance Sheets represent our segment assets.

Cash and Cash Equivalents

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The Company had cash of $ 775,133 and $ 549,755 at December 31, 2024 and 2023, respectively.

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

As of December 31, 2023, and 2022, the Company held inventories of $ 230,197 and $ 114,645 , respectively.

During the years ended December 31, 2023, and 2022, the Company recorded cost of goods sold of $ 133,508 and $ 1,893 associated with the cost of inventories sold, respectively.

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

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

The amount in excess of the FDIC insurance as of December 31, 2024, was approximately $ 387,000 .

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

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

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.

This value includes an appropriate allowance for estimated uncollectible accounts to reflect any expected loss on the trade accounts receivable balances and charged to the provision for doubtful accounts..

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

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

During the years ended December 31,2023 and 2022, the Company had no allowance for doubtful accounts.

During the years ended December 31, 2024 and 2023, the Company recorded bad debt expense of $ 22,774 and $ 0 , respectively, and no allowance for credit losses as of December 31, 2024 and 2023.

Intangible Assets

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

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

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

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

These assets are patents and represent assets with finite lives and are further amortized on a straight-line basis over the estimated economic useful lives of 20 years for these acquired patents.

Property and Equipment

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Depreciation is computed on the straight-line method.

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

Currently our assets consist of furniture and equipment and vehicle which we amortize over a useful life of 5 and 7 years.

Maintenance and repairs are charged to expense as incurred.

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If the estimated cash flows from the use of the asset and its eventual disposition are below the asset’s carrying value, then the asset is deemed to be impaired and written down to its fair value.

Digital Assets

We account for all digital assets held as a result of these transactions as indefinite-lived intangible assets in accordance with ASC 350, Intangibles—Goodwill and Other .

We have ownership of and control over our digital assets and we may use third-party custodial services to secure it.

The digital assets are initially recorded at cost and are subsequently remeasured on the consolidated balance sheet at cost, net of any impairment losses incurred since acquisition.

We determine the fair value of our digital assets on a nonrecurring basis in accordance with ASC 820, Fair Value Measurement , based on quoted prices on the active exchange(s) that we have determined is the principal market for such assets (Level 1 inputs).

We perform an analysis each quarter to identify whether events or changes in circumstances, principally decreases in the quoted prices on active exchanges, indicate that it is more likely than not that our digital assets are impaired.

In determining if an impairment has occurred, we consider the lowest market price of one unit of digital asset quoted on the active exchange since acquiring the digital asset.

If the current carrying value of a digital asset exceeds the fair value so determined, an impairment loss has occurred with respect to those digital assets in the amount equal to the difference between their carrying values and the price determined.

Impairment losses are recognized within other income (expense) on the statements of operations and comprehensive loss in the period in which the impairment is identified.

The impaired digital assets are written down to their fair value at the time of impairment and this new cost basis will not be adjusted upward for any subsequent increase in fair value.

Gains are not recorded until realized upon sale(s), at which point they are presented net of any impairment losses for the same digital assets held within other income (expense).

In determining the gain to be recognized upon sale, we calculate the difference between the sales price and carrying value of the digital assets sold immediately prior to sale.

During the year ended December 31, 2022, the Company recorded an impairment loss of $ 6,125 associated with market value of digital currencies in excess of the Company’s cost basis.

As of December 31, 2022, the Company has divested all of its digital currency holdings and the impairment loss has been recorded within the Company’s income from discontinued operations.

ASC 842 supersedes the lease requirements in ASC 840 “Leases”, and generally requires lessees to recognize operating and finance lease liabilities and corresponding right-of-use (“ROU”) assets on the balance sheet and to provide enhanced disclosures surrounding the amount, timing and uncertainty of cash flows arising from leasing arrangements.

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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 payable and accrued liabilities, and loans payable, are carried at historical cost.

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

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

Convertible Notes

The Company bifurcates conversion options from their host instruments and accounts for them as free-standing derivative financial instruments if certain criteria are met.

The criteria include circumstances in which (a) the economic characteristics and risks of the embedded derivative instrument are not clearly and closely related to the economic characteristics and risks of the host contract, (b) the hybrid instrument that embodies both the embedded derivative instrument and the host contract is not re-measured at fair value under otherwise applicable generally accepted accounting principles with changes in fair value reported in earnings as they occur and (c) a separate instrument with the same terms as the embedded derivative instrument would be considered a derivative instrument.

Derivative Financial Instruments

The Company does not use derivative instruments to hedge exposures to cash flow, market or foreign currency risks.

We evaluate all of our financial instruments to determine if such instruments are derivatives or contain features that qualify as embedded derivatives.

For derivative financial instruments that are accounted for as liabilities, the derivative instrument is initially recorded at its fair value and is then re-valued at each reporting date, with changes in the fair value reported in the statements of operations.

For our derivative financial instruments, the Company used a Binomial Lattice model to value the derivative instruments at inception and on subsequent valuation dates.

The classification of derivative instruments, including whether such instruments should be recorded as liabilities or as equity, is evaluated at the end of each reporting period.

Derivative liabilities are classified in the balance sheet as current or non-current based on whether or not net-cash settlement or conversion of the instrument could be required within twelve (12) months of the balance sheet date.

For warrants that are determined to be equity-classified, we estimate the fair value at issuance and record the amounts to additional paid in capital (potentially on a relative fair value basis if issued in a basket transaction with other financial instruments).

Warrants that are equity-classified are not subsequently remeasured unless modified or required to be reclassified as liabilities.

Related Parties

The Company follows ASC 850 , “Related Party Disclosures,” for the identification of related parties and disclosure of related party transactions (see Note 5).

Operating segments are defined as components of an enterprise engaging in business activities for which discrete financial information is available and regularly reviewed by the chief operating decision maker in deciding how to allocate resources and in assessing performance.

The Company operates and manages its business as one operating segment and all of the Company’s revenues and operations are currently in the United States.

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

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

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Recognize revenue when the Company satisfies a performance obligation.

For the year ended December 31, 2023, 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.

During the year ended December 31,2022, the Company earned cryptocurrency mining revenues.

The Company earned its cryptocurrency mining revenues by providing transaction verification services within the digital currency networks of cryptocurrencies, for Bitcoin, Litecoin, and Dogecoin.

The Company satisfied its performance obligations at the point in time that the Company was awarded a unit of digital asset through its participation in the applicable network and network participants benefit from the Company’s verification service.

In consideration for these services, the Company received Bitcoin, Litecoin, and Dogecoin, net of applicable network fees, which was recorded as revenue using the closing U.S.

dollar price of the digital asset on the date of receipt.

Expenses associated with running the cryptocurrency mining operations, which consisted of utilities, equipment depreciation and monitoring services were recorded as cost of revenues.

There is currently no specific definitive guidance in GAAP or alternative accounting frameworks for the accounting for the production and mining of digital assets and management has exercised significant judgment in determining appropriate accounting treatment for the recognition of revenue for mining of digital assets.

Management has examined various factors surrounding the substance of the Company’s operations and the guidance in ASC 606, including identifying the transaction price, when performance obligations are satisfied, and collectability is reasonably assured being the completion and addition of a block to a blockchain and the award of a unit of digital currency to the Company.

In the event authoritative guidance is enacted by the FASB, the Company may be required to change its policies which could result in a change in the Company’s financial statements.

On April 1, 2022, the Company implemented a plan to discontinue its crypto mining operations and divest all related assets.

As of December 31, 2022, all of the crypto mining assets had been discarded and as the Company no longer engages in crypto mining all revenue during the year ended December 31, 2022, has been reclassified to income from discontinued operations (see Note 4).

For the year ended December 31, 2024, our revenues currently consist of a sale of product used for lumber products for fire prevention and an installation of self-contained sprinkler systems.

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

Cost of Revenue

For the years ended December 31, 2024 and 2023, cost of revenue consisted of:

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

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Convertible notes

Common stock warrants

Convertible Series C Preferred Stock

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$ ( 10,102,266 )

Change in fair value of derivatives

Interest on convertible debts

Net loss - diluted

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10,019,347,886

10,013,019,178

10,122,894,865

Common stock warrants

10,116,311,356

Net loss per common share:

Net income per common share:

Deferred Offering Costs

Pursuant to ASC 340-10-S99-1, costs directly attributable to an offering of equity securities are deferred and would be charged against the gross proceeds of the offering as a reduction of additional paid-in capital.

Deferred offering costs consist of underwriting, legal, accounting, and other expenses incurred through the balance sheet date that are directly related to the proposed public offering.

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

General and administrative expenses

Share-Based Compensation

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

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

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

During the years ended December 31, 2024 and 2023, stock-based compensation was recognized as follows:

Management compensation

Professional fees

Professional fees - related party

Advertising and marketing

The Company valued common stock based on the quoted stock price on a date of issuance and Series C Preferred stock as if converted to common stock, using the quoted stock price of the Company’s common stock on a date of issuance.

Income taxes are accounted for under the asset and liability method.

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Recently Issued Accounting Pronouncements

In October 2021, the FASB issued ASU No.

2021-08, Accounting for Contract Assets and Contract Liabilities from Contracts with Customers (Topic 805).

This ASU requires an acquirer in a business combination to recognize and measure contract assets and contract liabilities (deferred revenue) from acquired contracts using the revenue recognition guidance in Topic 606.

At the acquisition date, the acquirer applies the revenue model as if it had originated the acquired contracts.

The ASU is effective for annual periods beginning after December 15, 2022, including interim periods within those fiscal years.

Adoption of the ASU should be applied prospectively.

Early adoption is also permitted, including adoption in an interim period.

If early adopted, the amendments are applied retrospectively to all business combinations for which the acquisition date occurred during the fiscal year of adoption.

This ASU is currently not expected to have a material impact on our financial statements.

In November 2024, the FASB issued ASU 2024-03, Income Statement-Reporting Comprehensive Income-Expense Disaggregation Disclosures (Subtopic 220-40):

Disaggregation of Income Statement Expenses, requiring public entities to disclose additional information about specific expense categories in the notes to the financial statements on an interim and annual basis.

ASU 2024-03 is effective for fiscal years beginning after December 15, 2026, and for interim periods beginning after December 15, 2027, with early adoption permitted.

The Company is currently evaluating the impact of adopting ASU 2024-03.

In March 2024, the FASB issued ASU 2024-02 " Codification Improvements – Amendments to Remove References to the Concepts Statements " ("ASU 2024-02"), which contains amendments to the Codification to remove references to various FASB Concepts Statements.

In most instances, the references are extraneous and not required to understand or apply the guidance.

Generally, ASU 2024-02 is not intended to result in significant accounting changes for most entities.

ASU 2024-02 is effective for the Company for fiscal years beginning after December 15, 2024.

The Company does not expect this update to have a material impact on its financial statements.

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

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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 – Acquisition

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”) pertaining to the fire suppression segment 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.

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

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

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

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

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

Consideration:

Convertible Series C Preferred stock

Assets acquired and liabilities assumed:

Intangible assets

Operating lease right-of-use assets

Operating lease liabilities

Note 4 – Discontinued Operations

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

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

The following is a summary of the assets and liabilities of the Company’s crypto mining operations as of April 1, 2022:

Digital currency

Digital currency equipment, net

Total assets from discontinued operations

Due to related party

Total liabilities from discontinued operations

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

Cost of revenue

Operating expenses:

Impairment loss

Total operating expenses

Income from discontinued operations

Recently Adopted Accounting Pronouncement

In November 2023, the Financial Accounting Standards Board issued Accounting Standards Update (“ASU”) 2023-07, Improvements to Reportable Segment Disclosures (“ASU 2023-07”), which requires additional disclosures around significant segment expenses and disclosures to identify the title and position of the chief operating decision maker (“CODM”).

ASU 2023-07 was effective for the year ended December 31, 2024 and interim periods thereafter.

Note 3 – Inventory

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

Finished goods

Raw materials

The Company did not write-off any inventories as unsalable for the years ended December 31, 2024 and 2023.

Note 4 – Prepaid expenses

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

Legal retainer

Security deposit

Other prepaid operating expenses

Note 5 – Equipment, net

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

Furniture and equipment

accumulated depreciation

Property and equipment, net

Equipment, net

During the years ended December 31, 2024 and 2023, the Company recorded depreciation of $ 16,081 and $ 1,263 , respectively.

During the year ended December 31, 2024, the Company purchased a vehicle for $ 120,155 , with a financing loan.

Financing loan

The Company had financing loan for a purchase of vehicle for the year ended December 31, 2024.

A repayment of loan schedule is $1,898 per month for the first 36 months and then $2,590 per months for 30 months with an interest rate of $11.54% .

For the year ended December 31, 2024, the Company repaid $ 32,462 , of which $ 9,157 is for interest.

As of December 31, 2024, the Company had a financing loan of $ 96,849 and disclosed it as current liability as the Company fully paid off this financing loan in March 2025.

Note 6 – Intangible Assets, net

The Company has capitalized the costs associated with acquiring the intellectual property of MFB (see Note 3) at a value of $ 4,195,353 as of December 31, 2023, and 2022, respectively.

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

During the year ended December 31, 2023, no additional costs met the criteria for capitalization as an intangible asset.

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

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

Year Ended December 31,

As of December 31, 2024, the weighted-average useful life is 15.12 years.

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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 as of December 31, 2023, and 2022:

For the years ended December 31, 2024 and 2023, right-of-use asset and lease information about the Company’s operating lease consist of:

The components of lease expense were as follows:

Operating lease cost

Short-term lease cost

Variable lease cost

Total lease cost

Supplemental cash flow information related to leases was as follows:

Cash paid for operating cash flows from operating leases

Right -of-use assets obtained upon acquisition

Right-of-use asset obtained in exchange for new operating lease liabilities

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

Weighted-average discount rate — operating leases

Supplemental balance sheet information related to leases was as follows:

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Non-current portion

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

Weighted-average discount rate — operating leases

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

Year ended December 31,

Imputed interest

Operating lease liabilities

Note 8 – 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 December 31, 2023 and 2022, following is the summary of funds received from the lender:

Note 8 – Convertible Notes

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

Maturity date

August 11, 2022

February 11, 2023

September 2, 2022

March 2, 2023

April 1, 2023

Due on demand

July 15, 2024

July 15, 2025

August 15, 2024

August 15, 2025

November 15, 2024

November 15, 2025

December 15, 2024

December 15, 2025

Total Convertible notes

Unamortized debt discount

( 1,099,923 )

Current portion

Long -term portion

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

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

During the years ended December 31, 2023, and 2022, the Company recognized interest expense of $ 1,311 and $ 255 , respectively.

As of December 31, 2023, and 2022, the Company owned principal of $ 54,000 and $ 35,000 and accrued interest of $ 1,567 and $ 255 , respectively.

During the year ended December 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 496,193 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 $ 130,462 .

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.

In November and December, additionally, the Company entered into three (3) subscription agreements for convertible notes ($ 175,000 ) and warrants ( 218,750 shares of common stock).

The Company paid 8% financing fee of $ 89,680 , accrued fee of $ 14,000 and recorded financing fee as debt discount.

During the year ended December 31, 2024, the Company recognized the debt discount of $ 1,296,000 (Original Issued Discounts of $ 103,680 , warrants discount of $ 546,863 and derivative liability of $ 645,457 ) and amortized debt discount of $ 196,077 .

During the year ended December 31, 2024 and 2023, the Company recognized interest expenses of $ 50,723 and $ 1,311 and amortization of debt discount of $ 196,077 and $ 0 , respectively.

As of December 31, 2024 and 2023, the Company recorded accrued interest of $ 50,723 and $ 1,567 , respectively.

The Company determined that the conversion feature met the definition of a liability in accordance with ASC Topic No.

815-40, Derivatives and Hedging - Contracts in Entity's Own Stock and therefore bifurcated the embedded conversion option once the note becomes convertible and accounted for it as a derivative liability.

The fair value of the conversion feature was recorded as a debt discount and “day 1” derivative loss for the excess amount of debt discount and amortized to interest expense over the term of the note.

Note 9 – Derivative Liability

Fair Value Assumptions Used in Accounting for Derivative Liabilities

ASC 815 requires us to assess the fair market value of derivative liabilities at the end of each reporting period and recognize any change in the fair market value as other income or expense.

The Company determined our derivative liabilities to be a Level 3 fair value measurement and used the Binomial Lattice model to calculate the fair value as of issuance and December 31, 2024.

The underlying assumptions of Binomial Lattice model are as follows:

The short-term interest rates, including risk-free rate, are known and remain constant over time.

The absence of any arbitrage opportunities is assumed.

The stock price follows a continuous-time random walk, with the rate of variance proportional to the square of the stock price.

The distribution of possible stock prices at the end of any given finite interval is assumed to be lognormal.

The variance of the rate of return on the stock is constant.

No commissions or transaction costs are incurred when buying or selling the stock or option.

The option's early exercise value is evaluated at each node of the lattice.

If applicable, the tax rate remains consistent for all transactions and market participants.

For the year ended December 31, 2024, the estimated fair values of the liabilities measured on a recurring basis are as follows:

Expected term

Risk-free interest rate

Stock price at valuation date

Adjusted stock price at valuation date

Expected average volatility

The following table summarizes the changes in the derivative liabilities during the year ended December 31, 2024:

Fair Value Measurements Using Significant Observable Inputs (Level 3)

Balance - December 31, 2023

Addition of new derivatives recognized as debt discounts

Addition of new derivatives recognized as loss on derivatives

Balance - December 31, 2024

Note 10 – 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 year ended December 31, 2023, the Company recognized $ 3,017 interest.

During the years ended December 31, 2024 and 2023, the Company recognized $ 750 and $ 3,017 interest, respectively.

As of December 31, 2023, the Company owed principal of $ 120,000 and accrued interest of $ 3,017 .

During the year ended December 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 11 – Related Party Transactions

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

During the year ended December 31, 2022, as part of the Company’s divestiture of its digital asset operations, a related party forgave loans payable of $ 301,175 in exchange for digital asset equipment with a net book value of $ 276,379 and digital currency intangible assets of $ 26,825 , of which the Company recorded a loss on disposition of $ 2,030 .

During the year ended December 31, 2022, a related party paid $ 1 for share capital - Mighty Fire Breaker UK Limited.

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

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.

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.

As of December 31, 2023, the shares have not been issued, and the Company valued the 500,000 shares of common stock at market price on approval date and accrued $ 180,000 .

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

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

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

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

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

On September 5, 2023.

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

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

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

On April 1, 2023, the Company recognized the error and the amount owing to the related party was reclassified to convertible note related to a lender for $19,000 (see Note 8).

During the years ended December 31, 2023, and 2022, a related party advanced to the Company an amount of $ 307,500 and $ 784,484 for working capital propose, respectively.

During the years ended December 31, 2023, and 2022, a related party advanced to the Company an amount of $ 246,425 and $ 108,569 for operating expenses on behalf of the Company, respectively.

During the years ended December 31, 2023, and 2022, the Company repaid to a related party $ 125,000 and $ 55,720 owing of the loan, respectively.

During the years ended December 31, 2023, and 2022, the Company paid $ 150,500 and $ 126,500 consulting fee to an entity under common control of a related party and $ 186,500 and $ 91,500 commission to a related party.

As of December 31, 2023, and 2022, the Company was obliged to related parties, for unsecured, non-interest-bearing demand loans with a balance of $ 1,309,077 and $ 899,153 , respectively.

The related parties that had material transactions for the years ended December 31, 2024 and 2023, consist of the following:

Related Party

Nature of Relationship to the Company

An Ohio Corporation – a significant shareholder

Owner of related party A

Chief Executive Officer (CEO) of the Company

A California Corporation owned by related party E

Significant shareholder

Former MFB Ohio board advisor, resigned during 2024

MFB Ohio board advisor

Director and Chief Executive Officer of GEVI Insurance Holdings Inc.

Former MFB Ohio board advisor, resigned during 2024

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

Related Party

During the years ended December 31, 2024 and 2023, related party A advanced to the Company an amount of $ 2,000 and $ 307,500 for working capital proposes and $ 6,495 and $ 246,425 for operating expenses paid directly to vendors, on behalf of the Company, respectively.

During the years ended December 31, 2024 and 2023, the Company repaid $ 330,000 and $ 125,000 owing to the related party A and $ 410,880 and $ 0 owing to the related party B, respectively.

On December 31, 2024, the Company issued a $ 576,693 convertible note to related party A in exchange for the amount due to related party A and B of $ 576,693 .

For the years ended December 31, 2024 and 2023, expenses to related parties and their nature consists of:

Related Party

Nature of transaction

Financial Statement Line Item

Cash paid for management fee

General and administration

Cash paid for consulting fees

Professional fees - related party

Cash paid for consulting and advisory fees

Cost of revenue – related party

Cash paid for management fee

Professional fees - related party

Cash paid for royalty and sales commissions (See Note14)

Cost of revenue – related party

250,000 shares of common stock issued for advisory fee

Professional fees - related party

500,000 shares of common stock issued for advisory fee

Professional fees - related party

150,000 shares of common stock issued for advisory fee

Professional fees - related party

250,000 shares of common stock issued for advisory fee

Professional fees - related party

20,000 shares of Series C preferred stock for advisory fee

Professional fees - related party

100,000 shares of common stock issued for advisory fee

Professional fees - related party

Convertible note – related party

On December 31, 2024, the Company issued convertible note of $576,693, to related party A, in exchange for the amount due to related party.

The convertible note has a term of twelve (12) months, at an interest rate of 10% per annum.

The outstanding principal amount of convertible note and unpaid interest is convertible at a fixed conversion price of $0.36.

The conversion price is a fixed price and the Company determined that conversion feature did not need to be bifurcated.

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

As of December 31, 2024, the Company recorded convertible note – related party of $ 576,693 .

Note 12 – Stockholders’ Equity

Amended Articles of Incorporation

Effective on March 17, 2025, the Company amended its Articles of Incorporation to increase the authorized shares to 1,030,000,000 shares, of which 1,000,000,000 shares are common stock and 30,000,0000 shares are preferred stock .

Preferred Shares

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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 December 31, 2023 and 2022, was 10,000,000 , respectively.

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 .

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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 December 31, 2024 and 2023, there were 10,000,000 shares of Series A Preferred stock issued and outstanding.

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.

The Company originally designated 5,000,000 shares of its Preferred Stock as Series C Convertible Preferred Stock.

On March 17, 2025, the Company amended and restated its Series C Convertible Preferred Stock to designate 10,000,000 shares of its Preferred Stock as Series C Convertible Preferred Stock, par value $0.0001, with the following rights and privileges .

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

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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.

The holder of the Series C Convertible Preferred Stock is 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 C Convertible Preferred Stock against impairment.

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

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

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.

On April 13, 2022, the Company’s board of directors approved the issuance of 1,000,000 Convertible Series C Preferred Stock, with a value of $ 4,200,000 as consideration for the acquisition of the entity and intellectual property (see Note 3).

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

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

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

During the year ended December 31, 2024, the Company issued 728,470 shares of Series C Preferred Stock as follow;

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

421,805 shares for purchase subscriptions of $ 1,845,000 , at prices of $ 4.00 to $ 6.00 per share.

123,333 issued for services, valued at $ 1,196,000 at market price on issuance dates.

During the year ended December 31, 2023, the Company issued 1,473,499 shares of Series C Preferred Stock as follows:

During the year ended December 31, 2023, the Company issued 273,499 shares of Convertible Series C Preferred Stock in connection with subscription agreements signed with investors at prices of $ 2.40 and $ 4.00 per share for total amount of $ 907,600 .

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

As of December 31, 2023, 183,333 shares were not yet issued and are recorded as preferred stock to be issued in equity.

During the year ended December 31, 2023, the Company issued 1,200,000 shares of Convertible Series C Preferred Stock to a related party for consulting services rendered to the Company from October 2021 through July 2023.

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

As of December 31, 2023, and 2022, there were 2,273,499 and 950,000 shares of the Company’s Convertible Series C Preferred Stock issued and outstanding, respectively.

As of December 31, 2024 and 2023, there were 3,001,969 and 2,273,499 shares of the Company’s Series C Convertible Preferred Stock issued and outstanding, respectively.

Subscription Received

During the year ended December 31, 2023, the Company received $ 500,000 for subscriptions of 183,332 shares of Series C Convertible Preferred Stock.

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 year ended December 31, 2024, the Company issued the 183,332 shares of Series C Convertible Preferred 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 years ended December 31, 2023, and 2022, the holder of the Convertible Series C Preferred Stock converted 150,000 and 50,000 shares of the Company’s Convertible Series C Preferred Stock into 3,000,000 and 1,000,000 shares of the Company’s common stock, respectively.

During the year ended December 31, 2023, the company issued 600,000 shares of common stock for services valued at $ 146,850 .

During the year ended December 31, 2024, the Company issued 4,296,193 shares of Common Stock and cancelled 65,000,000 shares as follow:

1,250,000 shares issued for compensation, valued at $ 1,074,750 at market price on issuance date.

1,000,000 shares issued for services, valued at $ 787,249 at market price on issuance date.

1,546,193 shares for conversion and settlement of debt of $ 1,112,355 at market price on issuance date.

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.

During the year ended December 31, 2023, the Company issued 3,600,000 shares of common stock as follows:

600,000 shares issued for services valued at $ 146,850 .

3,000,000 shares issued for conversion of 150,000 shares of Series C Preferred Stock

As of December 31, 2024 and 2023, there were 36,841,581 and 97,545,388 shares of the Company’s common stock issued and outstanding, respectively.

Stock-Based Compensation

Restricted Stock Awards

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.

4 unchanged sentences

Balance, December 31, 2023

( 65,000,000 )

Balance, December 31, 2024

1 unchanged sentence

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

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

During the year ended December 31, 2024, 65,000,000 shares were cancelled.

Common Stock to be Issued

As of December 31, 2023, the Company has not issued the shares.

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

During the year ended December 31, 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 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 December 31, 2024 and 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.

The Company issued a total of 1,620,000 warrants for a period of five years at an exercise price per share of $ 0.50 in connection with convertible notes for the year ended December 31, 2024.

The Company recorded the warrants of $ 546,863 to additional paid in capital.

We evaluate all warrants issued to determine the appropriate classification under ASC 480 and ASC 815.

In addition to determining classification, we evaluate these instruments to determine if such instruments meet the definition of a derivative.

The classification of all outstanding warrants, including whether such instruments should be recorded as equity, is evaluated at the end of each reporting period.

The warrants are valued using a Black Scholes valuation model.

The use of this valuation model requires the input of highly subjective assumptions.

Any change to these inputs could produce significantly higher or lower fair value measurements.

The Company utilized the following assumptions:

Expected term

Expected average volatility

Expected dividend yield

Risk-free interest rate

A summary of activity of the warrants during the year ended December 31, 2024 as follows:

Warrants Outstanding

Weighted Average

Weighted Average Remaining

Exercise Price

Contractual life (in years)

Outstanding, December 31, 2023

Forfeited/canceled

Outstanding, December 31, 2024

The intrinsic value of the warrants as of December 31, 2024 is $ 372,276 .

Note 13 - Income Taxes

Components of income tax expense (benefit) are as follows for the years ended December 31, 2024 and 2023:

Current tax expense:

Current Income Tax Expense - federal

Current Income Tax Expense - state

Income tax benefit

The tax effects of temporary differences which give rise to the significant portions of deferred tax assets or liabilities are as follows at December 31, 2024 and 2023:

Deferred tax assets and liabilities

Net Operating loss Carryforward

$ ( 103,000 )

Net operating losses carried forward

Total deferred tax asset

valuation allowance

1 unchanged sentence

( 5,677,000 )

Net deferred tax assets

The Company will have approximately $ 27.5 and $ 17.9 million of gross net operating loss carry-forwards at December 31, 2023 and 2022, respectively.

Net deferred tax asset

The Company will have approximately $ 34.4 million and $ 27.5 million of gross net operating loss carry-forwards at December 31, 2024 and 2023, respectively.

Federal NOLs do not expire, but are subject to 80 % income limitation on use;

7 unchanged sentences

federal statutory rate as follows:

Federal statutory income tax at 21%

Application of a full valuation allowance

Provision for income taxes

Statutory tax rate

State tax rate

Effect of change in income tax rate for deferred tax assets

Effect of expenses not deductible for tax purpose

Change in valuation allowance

Effective income tax rate

Note 14 – 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 (see Note 3).

Note 14 – Concentration

As part of the intellectual asset purchase agreement with MFB California, the Company is subject to royalties of 10 % derived from gross invoiced sales of the MFB product excluding funds received for sales and use tax (Note 11).

Note 15 – Disaggregated revenue and Concentration

During years ended December 31, 2024 and 2023, disaggregated revenue was as follows:

Products sale

Product installation service

During years ended December 31, 2024 and 2023, customer and supplier concentrations (more than 10%) were as follows:

2 unchanged sentences

Percentage of

For Years ended

For Year Ended

Accounts Receivable

3 unchanged sentences

Percentage of

For Years ended

Accounts Payable

For Year Ended

Accounts payable for purchase

Total (as a group)

2 unchanged sentences

Note 16 – Subsequent Events

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

Management has evaluated subsequent events through March 31, 2025, which is the date these financial statements were available to be issued.

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

The Company received subscriptions of $ 165,000 in cash for 50,000 shares of Convertible Series C Preferred Stock in connection with subscription agreements signed with investors at prices of $2.40 and $6.00 per share .

The company had the following transactions in the Common stock as follows:

· 250,000 shares issued to a director of the Company.

· 1,150,000 shares issued for MFB board advisory fees.

· 456,762 shares for conversion of debt and accrued interest.

· 1,900,000 shares issued to consultants for services.

· 65,000,000 shares were cancelled by our Chief Executive Officer.

The Company had the following transactions in the Series C Preferred shares

· 108,333 shares for stock payable.

· 40,000 shares issued to consultants for services

15,536,620 shares of common stock issued for conversion of 776,831 shares of Series C Convertible Preferred Stock

225,000 shares of Series C Convertible Preferred stock were issued as follows;

o 197,500 shares for services, valued at $ 2,769,740

o 275,000 shares for cash of $ 160,000 at prices of $ 4.00 and $ 6.00 per share

In February 2025, the Company entered into twelve (12) subscription agreements for convertible notes ($ 4,075,000 ) and warrants ( 5,093,750 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 an exercise price of $ 0.50 per share.

Changes in and Disagreements with Accountants on Accounting and Financial Disclosure.

On January 29, 2024, the Company’s Board of Directors selected WWC Professional Corporation Limited (the “New Accountant”) to serve as the Company’s independent registered public accounting firm for the review of its Annual Report on Form 10-K for the year ending December 31, 2023.

As a result, the Board of Directors determined that BF Borgers CPA PC (the “Former Accountant”) would no longer serve as the Company’s independent registered public accounting firm, effective as of March 21, 2023.

On January 31, 2024, the Company filed a Current Report on Form 8-K (the “Form 8-K”) with the SEC disclosing the changes in its certifying accountant.

As disclosed in the Form 8-K, the Former Accountant’s audit report on our financial statements for the years ended December 31, 2022 and 2021 contained no adverse opinion or disclaimer of opinion, nor was it qualified or modified as to uncertainty, audit scope or accounting principles, except that the audit report on the financial statements of the Company for the year ended December 31, 2022 and 2021 contained an uncertainty about the Company’s ability to continue as a going concern (the “Going Concern Opinion”).

For the years ended December 31, 2022 and 2021 and through the date of the Form 8-K, the Company had no “disagreements” (as defined in Regulation S-K, Item 304(a)(1)(iv) and the related instructions) with the Former Accountant on any matter of accounting principles or practices, financial statement disclosure, or auditing scope or procedures, which disagreements if not resolved to the satisfaction of the Former Accountant would have caused them to make reference thereto in their reports on the financial statements for such periods.

There were no reportable events for the years ended December 31, 2022 or 2021 and through the date of the Form 8-K, there were no reportable events as defined in item 304(a)(1)(v) of Regulation S-K.

As also disclosed in the Form 8-K, prior to retaining the New Accountant, the Company did not consult with the New Accountant regarding either:

(i) the application of accounting principles to a specified transaction, either contemplated or proposed, or the type of audit opinion that might be rendered on the Company’s financial statements;

or (ii) any matter that was the subject of a “disagreement” or a “reportable event” (as those terms are defined in Item 304(a)(1)(iv) and (a)(1)(v) of Regulation S-K, respectively).

On January 29, 2024, the Company provided the Former Accountant with the disclosures contained in the Form 8-K disclosing the dismissal of the Former Accountant and requested in writing that the Former Accountant furnish the Company with a letter addressed to the SEC stating whether or not they agree with such disclosures.

The Former Accountant’s response was filed as Exhibit 16.1 to the Form 8-K.

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-K

Item 8. Financial Statements and Supplementary Data