What changed in this filing

/stocks — the workspaceLOADING

Item 1. Financial Statements

2025-05-20 compared with 2024-11-18 · 350 added, 412 removed, 288 unchanged (73% of the section changed)

1 unchanged sentence

GENERAL ENTERPRISE VENTURES, INC.

UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS

Balance Sheets as of March 31, 2025 and December 31, 2024

Statements of Operations and Comprehensive Loss

Statements of Changes in Stockholder’s Equity

Statements of Cash Flows

Notes to Financial Statements

General Enterprise Ventures, Inc.

Consolidated Balance Sheets

September 30,

Current Assets

Accounts receivable

Prepaid expenses

Accounts receivable, net

Prepaid expenses and other current assets

Deferred offering costs

1 unchanged sentence

Non-Current Assets

Equipment, net

Intangible assets, net

Operating lease right-of-use asset

Equipment, net

Security deposit

Liabilities and Stockholders' Equity

1 unchanged sentence

Accounts payable and accrued liabilities

Promissory note

Convertible notes, net of discount

Due to related parties

Operating lease liability - current portion

Total Current Liabilities

Non-current liability

Deferred revenue

Convertibles notes, net of discount

Convertibles notes - related parties

Accrued interest - related parties

Financing loan

Derivative liability

Operating lease liability

Total Current Liabilities

Total Liabilities

Stockholders' Equity

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

Series C Convertible Preferred Stock, par value $ 0.0001 , designated 5,000,000 shares, 2,546,831 and 2,273,499 issued and outstanding, respectively

Common Stock par value $ 0.0001 , authorized 1,000,000,000 shares, 36,802,150 and 97,545,388 shares issued and outstanding, respectively

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 , designated 10,000,000 shares,

2,450,138 and 3,001,969 issued and outstanding, respectively

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

52,378,201 and 36,841,581 shares issued and outstanding, respectively

Additional paid-in capital

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

5 unchanged sentences

General Enterprise Ventures, Inc.

Consolidated Statement of Operations and Comprehensive Loss

Consolidated Statements of Operations and Comprehensive Loss

Three months ended

Nine Months Ended

September 30,

Operating expenses

4 unchanged sentences

Advertising and marketing

Management compensation

Professional fees - related parties

Salary and management compensation

Professional fees

Professional fees - related parties

Total operating expenses

2 unchanged sentences

( 2,636,546 )

( 9,915,588 )

Other income (expense)

Interest expense

Interest expense - related party

Financing expense

( 6,167,334 )

Change in fair value of derivative liability

Loss on settlement of debt

Total other expense

Loss from operations before taxes

( 7,444,948 )

Loss from operations before taxes

( 10,903,404 )

3 unchanged sentences

$ ( 3,519,710 )

$ ( 5,082,352 )

$ ( 9,918,107 )

Comprehensive loss

1 unchanged sentence

$ ( 3,519,710 )

$ ( 9,918,107 )

Net loss per common share - basic and diluted

2 unchanged sentences

General Enterprise Ventures, Inc.

Consolidated Statements of Change in Stockholders’ Deficit

For the Three and Nine Months ended September 30, 2024

Preferred Stock

Consolidated Statements of Change in Stockholders’ Equity

For the three months ended March 31, 2025

Convertible Series A

Convertible Series C

Preferred stock

3 unchanged sentences

$ ( 76,365,388 )

Series C Preferred Stock issued for preferred stock to be issued

Series C Preferred Stock issued for cash

Series C Preferred Stock issued for services

Common stock issued for stock to be issued - management

Common stock issued for conversion and settlement of debt

Cancellation of comment stock -related party

( 65,000,000 )

Common stock issued for services

( 3,519,710 )

Series C Preferred Stock issued for compensation

Common stock issued for conversion of Series C Preferred Stock

Common stock warrants issued

Balance - March 31, 2025

$ ( 87,268,792

Series C Preferred Stock issued for preferred stock to be issued

Common stock issued for services

Common stock to be issued for services

Balance - June 30, 2024

( 73,910,780 )

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'

For the three months ended March 31, 2024

Preferred stock

Convertible Series C

Preferred stock

Preferred Stock to be

Common Stock to be

Stockholders'

Balance - December 31, 2023

$ ( 69,483,666 )

Common stock issued for services

Balance - March 31, 2023

Series C Preferred Stock issued for cash

Series C Preferred Stock issued for services

Common stock issued for stock to be issued - management

Common stock issued for conversion and settlement of debt

Cancellation of comment stock -related party

( 65,000,000 )

Subscription received - shares to be issued

Common stock issued for services

Conversion of Convertible Series C Preferred stock in Common stock

Balance - June 30, 2023

( 3,519,710 )

Common stock to be issued - management

Issuance Series C Preferred stock related to subscription

Issuance Series C Preferred stock in cash

Issuance Series C Preferred stock for services -related party

Contribution inventory - related party

( 3,519,710 )

( 9,084,815 )

Balance - September 30, 2023

Balance - March 31, 2024

$ ( 73,003,376 )

1 unchanged sentence

General Enterprise Ventures, Inc.

Consolidated Statement of Cash Flows

Nine Months Ended

September 30,

Consolidated Statements of Cash Flows

Three months ended

Cash Flows from Operating Activities:

3 unchanged sentences

Stock-based compensation

Series C Preferred stock-based compensation

Financing expense

Non-cash lease expenses

Depreciation and amortization

Amortization of debt discount

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

Prepaid expense

Related party advances funding operating expense

Prepaid expense and other current assets

Security deposit

Accounts payable and accrued liabilities

Accrued interest - related parties

Deferred revenue

Operating lease liabilities

Net Cash used in Operating Activities

( 1,319,815 )

Cash Flows from Investing Activities:

3 unchanged sentences

Proceeds from convertible notes

Proceeds from convertible note - related party

Deferred offering cost

Proceeds from loan - related party

Repayment of loan- related party

Proceed from issuance Series C Preferred Stock

Proceeds from promissory note

Proceeds from issuance Series C Preferred Stock

Repayment of financing loan

Net Cash provided by Financing Activities

6 unchanged sentences

Non-Cash Financing Disclosure:

Common stock issued for services

Series C Preferred stock issued for services

Common stock issued upon conversion of Series C Preferred stock

3 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

Warrants issued in conjunction with convertible debt

Recognition of derivative liability as debt discount

Transfer from inventory to property and equipment

Acquisition of property and equipment as financing loan

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

1 unchanged sentence

Notes to Unaudited Consolidated Financial Statements

September 30, 2024

March 31, 2025

Note 1 – Organization, Business and Going Concern

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

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

and all entities included in our consolidated financial statements.

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

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

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.

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 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 October 11, 2021, after approval by the board of directors and shareholders of the Company, the Company was renamed General Enterprise Ventures, Inc., in 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 unaudited consolidated financial statements.

Corporate Changes

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

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

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

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

MFB has 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.

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

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

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.

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

Management is experienced in business integration and branding potential.

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

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

The Company has obtained multiple certification and accreditations in this industry, such as being the only 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.

Effective June 25, 2024, the Company formed and organized a wholly owned subsidiary, GEVI Insurance Holdings Inc., an Ohio corporation (“GEVI Insurance”), to enter the wildfire insurance markets utilizing the Company’s flame retardant and flame suppression product.

Effective February 21, 2025, the Company formed MFB Insurance Company, Inc., a Hawaii corporation and organized it as a wholly owned subsidiary of GEVI Insurance to act as a captive insurance company to enter the wildfire insurance market.

Our product is CitroTech™, which is utilized in wildfire defense and to treat lumber to inhibit fire.

In addition, we are developing a coating to treat lumber during manufacture prior to distribution.

Our product is sustainable, because it is made of food-grade ingredients derived from corn, fruits and other renewable sources.

Our current customer base is mainly comprised of homeowners, developers and fire departments.

Homeowners and developers use our product to proactively spray wood framing during construction to treat the property prior to the occurrence of fires.

We install systems to deploy our product remotely to provide a buffer zone around properties to prevent combustion.

Fire Departments use our product to proactively spray around controlled burns and areas that traditionally have active wildfire risk to prevent expansion of the burn area.

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 $ 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.

Our unaudited 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 $ 10.9 million and revenue of $ 1.0 million for the three months ended March 31, 2025.

The Company also has working capital of approximately $ 49,000 as of March 31, 2025.

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

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

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 .

During the three months ended March 31, 2025, the Company completed financings from the issuance of Series C preferred stock, and convertible notes, generating net proceeds of approximately $ 3.9 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 2024 and beyond.

Management plans to continue to raise funds and complete a public offering 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.

If management is not able to timely and successfully raise additional capital and/or complete a public offering, the implementation of the Company’s business plan, financial condition and results of operations will be materially affected.

These unaudited consolidated financial statements do not include any adjustments relating to the recoverability and classification of recorded asset amounts and classification of liabilities that might be necessary should the Company be unable to continue as a going concern.

Note 2 – Summary of Significant Accounting Policies

7 unchanged sentences

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

The accompanying unaudited interim consolidated financial statements should be read in conjunction with the consolidated financial statements and related notes included in the Company’s Annual Report on Form 10-K/A, for the year ended December 31, 2023, as filed with the SEC on July 30, 2024.

The accompanying unaudited interim consolidated financial statements should be read in conjunction with the unaudited consolidated financial statements and related notes included in the Company’s Annual Report on Form 10-K, for the year ended December 31, 2024, as filed with the SEC on March 31, 2025.

Principles of Consolidation

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

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

Intercompany transactions and balances have been eliminated.

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

Nine Months Ended

September 30, 2023

Amortization and depreciation

Total operating expense

Loss from operations

$ ( 9,021,243 )

$ ( 9,083,055 )

$ ( 9,730,153 )

$ ( 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:

September 30, 2023

Cash Flows from Operating Activities:

$ ( 9,732,672 )

$ ( 185,435 )

$ ( 9,918,107 )

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

Depreciation and amortization

Net Cash used in Operating Activities

$ ( 819,936 )

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

September 30, 2023

Stockholders' equity:

Accumulated deficit

$ ( 69,114,072 )

$ ( 185,435 )

$ ( 69,299,507 )

Total stockholders' equity

$ ( 185,435 )

Reclassification

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

Nine Months Ended

September 30, 2023

As Filed and Restated (*)

As Reclassified

As Filed and Restated (*)

As Reclassified

Cost of revenue

Operating expenses

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

Amortization and depreciation

General and administration

Management compensation

Stock-based professional fees - related party

( 8,640,000 )

Professional fees- related party

Professional fees

Total operating expenses

Loss from operations

$ ( 9,083,055 )

$ ( 9,915,588 )

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

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

2 unchanged sentences

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

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

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 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 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.

The Company did not have any cash equivalents as of March 31, 2025 and December 31, 2024.

The Company had cash of $ 3,740,336 and $ 775,133 , as of March 31, 2025 and December 31, 2024, respectively.

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 March 31, 2025, was approximately $ 2.7 million.

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.

Accounts Receivable

Trade accounts receivable is 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.

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

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.

2 unchanged sentences

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

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 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

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

Accounting fees

During the three months ended March 31, 2025 and 2024, the Company recorded no bad debt expense, and no allowance for credit losses as of March 31, 2025 and December 31, 2024.

Fair Value of Financial Instruments

5 unchanged sentences

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

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

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

As of March 31, 2025 and December 31, 2024, 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.

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

6 unchanged sentences

Recognize revenue when the Company satisfies a performance obligation.

Our revenues currently consist of products used for lumber products for fire prevention.

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

For the three months ended March 31, 2025, 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.

Deferred revenue

Deferred revenue consists of advanced payments for our service that have not been rendered.

Revenue is recognized when service is rendered.

As of March 31, 2025 and December 31, 2024, total deferred revenue was $ 157,236 and $ 0 , respectively.

Deferred revenue is expected to be recognized as revenue within the second quarter of 2025.

Cost of Revenue

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

For the three months ended March 31, 2025 and 2024, cost of revenue consisted of:

Three 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 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,

For the three months ended March 31, 2025 and 2024, the following common stock equivalents were excluded from the computation of diluted net loss per share as the result of the computation was anti-dilutive.

Convertible notes

Convertible Series C Preferred Stock

Common stock warrants

Convertible Series A Preferred Stock (1)

10,000,000,000

10,019,321,061

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

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:

Convertible Series C Preferred Stock

Deferred Offering Costs

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 March 31, 2025 and December 31, 2024, 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 three months ended March 31, 2025 and 2024, stock-based compensation was recognized as follows:

Three months ended

Nine Months Ended

September 30,

$ ( 655,238 )

$ ( 9,084,815 )

$ ( 5,082,352 )

$ ( 9,918,107 )

Interest on convertible debts

Net loss - diluted

$ ( 634,359 )

$ ( 9,084,539 )

$ ( 5,061,338 )

$ ( 9,917,072 )

Weighted average common shares outstanding

Effect of dilutive shares

Convertible notes

Preferred stock

10,019,198,547

10,019,019,038

Common stock warrants

10,117,043,935

10,115,685,305

Net income per common share:

Management compensation

Professional fees

Professional fees - related party

Financing expense

The Company valued common stock based on the quoted stock price on a date of issuance, warrants with using a Black Scholes valuation model, 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.

Recently Issued Accounting Pronouncements

In December 2023, the FASB issued ASU No.

2023-09, Income Taxes (Topic 740) - Improvements to Income Tax Disclosures ("ASU 2023-09"), which is intended to enhance the transparency and decision usefulness of income tax disclosures.

The amendments in ASU 2023-09 provide for enhanced income tax information primarily through changes to the rate reconciliation and income taxes paid information.

ASU 2023-09 is effective for the Company prospectively to all annual periods beginning after December 15, 2024.

Early adoption is permitted.

We are currently evaluating the impact this update will have on our consolidated financial statements and disclosures.

In November 2023, the FASB issued ASU No.

2023-07, Segment Reporting (Topic 280) - Improvements to Reportable Segment Disclosures ("ASU 2023-07"), which require public companies disclose significant segment expenses and other segment items on an annual and interim basis and to provide in interim periods all disclosures about a reportable segment's profit or loss and assets that are currently required annually.

The guidance is effective for public entities for fiscal years beginning after December 15, 2023, and interim periods within fiscal years beginning after December 15, 2024.

Early adoption is permitted.

The guidance is applied retrospectively to all periods presented in the financial statements, unless it is impracticable.

We are currently evaluating the impact this update will have on our consolidated financial statements and disclosures.

We have evaluated all other recently issued, but not yet effective, accounting pronouncements and do not believe that these accounting pronouncements will have any material impact on our consolidated financial statements or disclosures upon adoption.

Note 3 – Equipment

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

September 30,

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):

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

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

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

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

Note 3 – Inventory

As of March 31, 2025 and December 31, 2024, inventory consisted of the following:

Finished goods

Raw materials

Inventory in transit (*)

(*) Inventory was returned to the Company on April 1, 2025.

The Company did not impair any inventories as unsalable for the three months ended March 31, 2025 and 2024.

Note 4 – Equipment, net

As of March 31, 2025 and December 31, 2024, equipment consisted of the following:

accumulated depreciation

Equipment, net

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

Three Months Ended

Nine Months Ended

September 30,

Note 4 – Intangible Assets

During the three months ended March 31, 2025 and 2024, the Company recorded depreciation of $ 12,556 and $ 660 , respectively.

During the three months ended March 31, 2025, the Company purchased a vehicle for $ 145,764 , of which $ 118,776 was purchased with a financing loan and transferred vehicles from inventory of $ 95,297 due to a change of use.

Financing loan

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

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

For the three months ended March 31, 2025, the Company repaid $ 101,478 , of which $ 4,629 is for interest.

In March 2025, the Company fully paid this financing loan.

The Company had a financing loan for the purchase of vehicle in January 2025.

A repayment of loan schedule was $1,977 per month for the 72 months with an interest rate of $10.84% .

For the three months ended March 31, 2025, the Company repaid $ 104,732 , of which $ 955 is for interest.

In March 2025, the Company fully paid this financing loan.

Note 5 – Intangible Assets, net

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

As of March 31, 2025 and December 31, 2024, 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 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

Nine Months Ended

September 30,

2025 (remaining nine months)

As of March 31, 2025, the weighted-average useful life is 14.88 years.

During the three months ended March 31, 2025 and 2024, the amortization expense was $ 61,983 and $ 63,175 , respectively.

Note 6 – Lease

We had one operating lease for our corporate office and warehouse and three short term leases for executive office and storage facilities.

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

In March 2022, the Company entered into an operating lease for a warehouse, with a term of eighteen (18) months.

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

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

Nine Months Ended

September 30,

In January 2025, the Company entered into an operating lease for our office and warehouse.

The commencement date is April 1, 2025, and the termination date is March 31, 2030.

The Company records a security deposit of $ 36,991 .

As of March 31,2024, no right-of-use asset and liabilities have been recognized for this lease.

Short-term lease

The Company has some rental equipment with a month-to-month contract and leases commercial space for office, retail and warehousing, which is under one year lease agreement and expires March 31, 2025.

For the three months ended March 31, 2025 and 2024, right-of-use asset and lease information about the Company’s operating lease consist of:

The components of lease expense were as follows:

4 unchanged sentences

Supplemental cash flow information related to leases was as follows:

Nine Months Ended

Three months ended

Cash paid for operating cash flows from operating leases

1 unchanged sentence

Weighted-average discount rate — operating leases

Supplemental balance sheet information related to leases consists of:

September 30,

Operating lease right-of-use asset

Operating lease liabilities:

Current portion

Non-current portion

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

The following table outlines maturities of our lease liabilities as of March 31, 2025:

Year ending December 31,

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

2025 (remaining four months)

Imputed interest

1 unchanged sentence

Note 7 – Convertible Notes

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

September 30,

The components of convertible notes as of March 31, 2025 and December 31, 2024, were as follows:

Maturity date

August 11, 2022

September 2, 2022

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

February 7, 2025

February 7, 2026

February 15, 2025

February 15, 2026

Total Convertible notes

Unamortized debt discount

( 2,829,095 )

( 1,099,923 )

Current portion

Long -term portion

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.

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 .

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).

On July 15, 2024 and August 15, 2024, the Company entered into seventeen (17) 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

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

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

During the nine months ended September 30, 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 .

In November and December, the Company entered into three (3) 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.

In February 2025, the Company entered into eleven (11) convertible notes ($ 2,075,000 ) and warrants ( 2,593,750 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 exercise price of $ 0.50 per share.

The Company paid 8% financing fee of $ 166,000 recorded financing fee as debt discount.

During the three months ended March 31, 2025, the Company recognized the debt discount of $ 2,075,000 (Original Issued Discounts of discount of $166,000, warrants of $882,000 and derivative liability of $1,027,000).

During the three months ended March 31, 2025 and 2024, the Company recognized interest expenses of $ 60,258 and $ 135 and amortization of debt discount of $ 345,828 and $ 0 , respectively.

As of March 31, 2025 and December 31, 2024, the Company recorded accrued interest of $ 110,981 and $ 50,723 , 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 8 – 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 March 31, 2025 and December 31, 2024.

For the three months ended March 31, 2025 and the year ended December 31, 2024, the estimated fair values of the liabilities measured on a recurring basis, used the following significant assumptions:

Expected term

0.21 – 1 year

Risk-free interest rate

Stock price at valuation date

Expected average volatility

The following table summarizes the changes in the derivative liabilities during the three months ended March 31, 2025:

Fair Value Measurements Using Significant Observable Inputs (Level 3)

Balance - December 31, 2024

Addition of new derivatives recognized as debt discounts

Loss on change in fair value of the derivative

Balance - March 31, 2025

Note 9 – Accounts payable and accrued liabilities

As of March 31, 2025 and December 31, 2024, accounts payable and accrued liabilities consisted of the following:

Accounts payable

Accrued interest

Sales tax payable

Other liabilities

Note 10 – Related Party Transactions

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

The related parties that had material transactions for the three months ended March 31, 2025 and 2024, 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

MFB Ohio board advisor

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

September 30,

Related Party

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:

An Ohio limited liability company - a significant shareholder

Owner of A and our Chief Executive Officer of the Company from April 1, 2025

Chief Executive Officer of the Company until March 31, 2025 and Vice President of Operations from April 1, 2025.

A California limited liability company owned by a related party E

Significant shareholder and our Chief Technology Officer

Director and Chief Executive Officer of GEVI Insurance Holdings Inc.

A Delaware limited liability company – Series A Preferred shareholder

Subsidiary - MFB Ohio board advisor, resigned during 2024

Subsidiary - MFB Ohio board advisor

For the three months ended March 31, 2025 and 2024, expenses to related parties and their nature consists of:

Three Months Ended

September 30,

Related Party

1 unchanged sentence

Financial Statement Line Item

Cash paid for consulting fees

Professional fees - related party

Cash paid for consulting and advisory fees

Cost of revenue

Cash paid for management fee

Interest payable related to Convertible note

Interest expenses - related party

150,000 Series C preferred stock for consulting fee

Professional fees - related party

Cash paid for royalty and sales commissions

Cost of revenue

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

Nature of transaction

Financial Statement Line Item

Cash paid for management fee

General and administration

Management compensation

Cash paid for consulting fees

1 unchanged sentence

Cash paid for consulting and advisory fees

Cost of revenue

Cost of revenue - related party

Cash paid for management fee

1 unchanged sentence

Cash paid for royalty and sales commissions

Cost of revenue

250,000 shares of common stock issued for advisory fee

Cost of revenue - related party

30,000 Series C preferred stock for management compensation

Management compensation

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

Professional fees - related party

5 unchanged sentences

Professional fees - related party

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

150,000 shares of common stock issued for advisory fee

Professional fees - related party

1 unchanged sentence

Professional fees - related party

Convertible notes – related parties

The components of convertible notes as of March 31, 2025 and December 31, 2024, were as follows:

Maturity date

Interest rate

December 1, 2024

December 31, 2025

February 2025

February 28, 2026

Total Convertible notes

Unamortized debt discount

( 1,793,237 )

Current portion

Long -term portion

On December 31, 2024, the Company issued a 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.

In February 2025, the Company entered into one (1) subscription agreement for convertible notes ($ 2,000,000 ) and warrants ( 2,500,000 shares of common stock) with a related party G.

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 a fixed conversion price of $ 0.40 .

The obligations of the Company under the convertible note are secured by a pledge of the Company’s membership interests in MFB Ohio.

In the event of a default, related party G could proceed against the equity of MFB Ohio pledged to collateralize the convertible note.

MFB Ohio owns the Company’s intellectual property portfolio.

The Company paid 8% original discount of $ 160,000 and financing fee of $ 63,918 and recorded these financing cost as debt discount.

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

During the three months ended March 31, 2025, the Company recognized the debt discount of $ 1,824,087 (Original Issued Discounts of discount and financing fee of $223,918 and warrants of $1,600,169).

During the three months ended March 31, 2025, the Company recognized interest expenses of $ 31,206 and amortization of debt discount of $ 30,850 .

As of March 31, 2025, the Company recorded accrued interest of $ 31,206 .

Note 11 – 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

6 unchanged sentences

Voting Rights .

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

Each share of Series A Preferred Stock is entitled to 1,000 votes on all matters submitted to a vote of the holders of Common Stock, voting together with the holders of Common Stock as a single class.

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

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

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

Other Rights .

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

As of March 31, 2025 and December 31, 2024, 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 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 .

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

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

Subscription received

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

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 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 nine months ended September 30, 2024:

Weighted-Average

Balance, December 31, 2023

( 65,000,000 )

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.

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

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

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

Common Stock to be Issued

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

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

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 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 .

During the three months ended March 31, 2025, the Company issued 225,000 shares of Series C Preferred Stock as follows:

27,500 shares for purchase subscriptions of $ 260,000 , at prices of $ 4.00 or $ 6.00 per share

17,500 shares for services, valued at $ 245,418 at market price on issuance dates.

180,000 shares for compensation, valued at $ 2,524,320 at market price on issuance dates.

During the three months ended March 31, 2025, the holders of the Convertible Series C Preferred Stock converted 776,831 shares of the Company’s Convertible Series C Preferred Stock into 15,536,620 shares of the Company’s common stock.

As of March 31, 2025 and December 31, 2024, there were 2,450,138 and 3,001,969 shares of the Company’s Series C Convertible Preferred Stock issued and outstanding, respectively.

The holders of shares of our Common Stock are entitled to one vote for each share held of record on all matters submitted to a vote of stockholders.

The holders of Common Stock are entitled to equal dividends and distributions, with respect to the Common Stock when, as, and if declared by the Board of Directors from funds legally available for such dividends.

No holder of Common Stock has any preemptive right to subscribe for any of our stock nor are any shares subject to redemption.

Upon our liquidation, dissolution, or winding up, and after payment of creditors and any amounts payable to senior securities, the assets will be divided pro rata on a share-for-share basis among the holders of the shares of Common Stock.

No holder of shares of Common Stock of the Company shall be entitled as of right to purchase or subscribe for any part of any unissued stock of the Company or of any new or additional authorized stock of the Company of any class whatsoever, or any issue of securities of the Company convertible into stock, whether such stock or securities be issued for money or consideration other than money or by way of dividend, but any such unissued stock or such new or additional authorized stock or such securities convertible into stock may be issued and disposed of to such persons, firms, corporations and associations, and upon such terms as may be deemed advisable by the Board of Directors without offering to stockholders then of record or any class of stockholders any thereof upon the same terms or upon any terms.

During the three months ended March 31, 2025, the Company issued 15,536,620 shares of Common Stock for conversion of Series C Preferred Stock.

As of March 31, 2025 and December 31, 2024, there were 52,378,201 and 36,841,581 shares of the Company’s common stock issued and outstanding, respectively.

The Company issued a total of 5,093,750 warrants for a period of five years at an exercise price per share of $ 0.50 in connection with convertible notes for the three months ended March 31, 2025.

The Company recorded the warrants of $ 710,845 to additional paid in capital.

The Company issued 4,000,000 warrants for a period of five years at an exercise price per share of $ 0.01 for consulting services, for the three months ended March 31, 2025.

Each 1,000,000 warrants are exercisable on September 7, 2025, March 7, 2026, September 7, 2026 and March 7, 2027.

The Company recorded a financing expense of $ 6,167,334 to additional paid in capital.

The Company issued a total of 671,375 warrants at an exercise price per share of $ 0.44 for financing expense of convertible notes issued in 2025 and 2024.

Warrants are exercisable on September 7, 2025, and are for a period of five years following the initial exercise date.

The Company recorded the warrants of $ 827,991 to additional paid in capital.

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 $ 1,654,178 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:

2 unchanged sentences

49.0 % - 57.5 %

Expected dividend yield

Risk-free interest rate

3.99 % - 4.29 %

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

Expected dividend yield

A summary of activity of the warrants during the three months ended March 31, 2025 as follows:

Warrants Outstanding

Weighted Average Remaining

Weighted Average

Contractual life

Exercise Price

Outstanding, December 31, 2024

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).

Note 11 – Concentration

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:

Forfeited/cancelled

Outstanding, March 31, 2025

Exercisable, March 31, 2025

The intrinsic value of the warrants as of March 31, 2025 is $ 9,969,870 .

Note 12 – Disaggregated revenue and Concentration

During the three months ended March 31, 2025 and 2024, disaggregated revenue was as follows:

Three months ended

Products sale

Product installation service

During the three months ended March 31, 2025 and 2024, customer and supplier concentration (more than 10%) were as follows:

Revenue and accounts receivable

1 unchanged sentence

Percentage of

For Nine Months Ended

For three months ended

Accounts Receivable

September 30,

Total (as a group)

Purchase and supplier accounts payable

Purchase and accounts payable

Percentage of Purchase

Percentage of

For Nine Months Ended

For three months ended

Accounts payable for purchase

September 30,

Total (as a group)

2 unchanged sentences

Note 13 – Subsequent Events

Management evaluated all additional events through the date the consolidated financial statements were available to be issued.

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.

Management has evaluated subsequent events through May 19, 2025, which is the date these unaudited consolidated financial statements were available to be issued.

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

10,652,760 shares of common stock issued for conversion of 532,638 shares of Series C Preferred Stock

50,000 shares of Series C Preferred Stock issued for compensation, valued at $ 1,100,000

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