What changed in this filing

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Item 1. Financial Statements

2025-08-14 compared with 2025-05-20 · 255 added, 153 removed, 485 unchanged (46% 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

UNAUDITED INTERIM CONSOLIDATED FINANCIAL STATEMENTS

Consolidated Balance Sheets (unaudited)

Consolidated statements of Operations and Comprehensive Loss (unaudited)

Consolidated Statements of Changes in Stockholders' Equity (unaudited)

Consolidated Statements of Cash Flows (unaudited)

Consolidated Notes to Financial Statements (unaudited)

General Enterprise Ventures, Inc.

8 unchanged sentences

Operating lease right-of-use asset

Equipment, net

Property and equipment, net

Security deposit

Total Non-Current Assets

Liabilities and Stockholders' Equity

3 unchanged sentences

Convertibles notes, net of discount

Convertibles notes - related parties

Accrued interest - related parties

Convertibles notes, net of discount - related parties

Due to related parties

Financing loan

Derivative liability

Operating lease liability

Operating lease liability - current portion

Total Current Liabilities

Non-current Liability

Operating lease liability

Total Liabilities

1 unchanged sentence

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

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, 2,036,507 and 3,001,969 issued and outstanding, respectively

Common Stock, par value $ 0.0001 , authorized 1,000,000,000 shares, 66,086,853 and 36,841,581 shares issued and outstanding, respectively

Additional paid-in capital

8 unchanged sentences

Three months ended

Six months ended

Operating expenses

4 unchanged sentences

Advertising and marketing

Salary and management compensation

Payroll and management compensation

Professional fees

4 unchanged sentences

( 6,476,095 )

( 3,543,950 )

Other income (expense)

1 unchanged sentence

Interest expense - related party

Interest income

Financing expense

( 2,511,855 )

( 8,679,189 )

Change in fair value of derivative liability

( 2,973,000 )

( 3,777,767 )

Loss on settlement of debt

( 2,640,611 )

Total other expense

( 8,886,380 )

( 16,331,328 )

Loss from operations before taxes

1 unchanged sentence

( 22,807,423 )

( 4,427,114 )

Provision for income taxes

1 unchanged sentence

$ ( 907,404 )

$ ( 22,807,423 )

$ ( 4,427,114 )

Comprehensive loss

1 unchanged sentence

$ ( 22,807,423 )

$ ( 4,427,114 )

Net loss per common share - basic and diluted

3 unchanged sentences

Consolidated Statements of Change in Stockholders’ Equity

For the three months ended March 31, 2025

For the three and six months ended June 30, 2025

Convertible Series A

10 unchanged sentences

Common stock warrants issued

( 10,903,404 )

Balance - March 31, 2025

( 87,268,792 )

For the three months ended March 31, 2024

Preferred stock

Series C Preferred Stock issued for services

Series C Preferred Stock issued for compensation

Common stock issued for conversion of Series C Preferred Stock

Common stock issued for services

Common stock issued for conversion of debts

Management stock compensation

( 11,904,019 )

Balance - June 30, 2025

$ 101,355,591

$ ( 99,172,811 )

For the three and six months ended June 30, 2024

Convertible Series A

Convertible Series C

Preferred stock

Preferred Stock to be

Common Stock to be

Preferred stock

Stockholders'

1 unchanged sentence

$ ( 69,483,666 )

Series C Preferred Stock issued for preferred stock to be issued

Series C Preferred Stock issued for cash

9 unchanged sentences

( 73,003,376 )

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 )

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

1 unchanged sentence

Consolidated Statements of Cash Flows

Three months ended

Six months ended

Cash Flows from Operating Activities:

11 unchanged sentences

Accounts receivable

Prepaid expense and other current assets

Prepaid expenses and other current assets

Security deposit

Accounts payable and accrued liabilities

Related party advances funding operating expense

Accrued interest - related parties

2 unchanged sentences

Net Cash used in Operating Activities

( 1,925,536 )

Cash Flows from Investing Activities:

Purchase of equipment

Purchase of property and equipment

Net Cash used in Investing Activities

Cash Flows from Financing Activities:

Advances received for convertible notes to be issued

Proceeds from convertible notes

1 unchanged sentence

Deferred offering cost

Proceeds from issuance Series C Preferred Stock

Repayment of loan- related party

Proceed from issuance of Series C Preferred Stock

Repayment of financing loan

7 unchanged sentences

Non-Cash Financing Disclosure:

Common stock issued for services

Common stock to be issued for services

Series C Preferred stock issued for services

Common stock issued upon conversion of Series C Preferred stock

2 unchanged sentences

Series C Preferred stock issued for subscription received

Cancellation comment stock - related party

Warrants issued in conjunction with convertible debt

Cancellation of common stock - related party

Warrants issued in conjunction with convertible debts

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

Recognition of derivative liability as debt discount

4 unchanged sentences

Notes to Unaudited Consolidated Financial Statements

March 31, 2025

June 30, 2025

Note 1 – Organization, Business and Going Concern

2 unchanged sentences

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.

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

and all entities included in our unaudited interim consolidated financial statements.

Corporate Changes

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.

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

MFBI was formed to act as a captive insurance company to reinsure real property protected with the Company’s CitroTech product.

MFBI is not currently able to reinsure real property.

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

6 unchanged sentences

Going Concern

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.

Our unaudited interim 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 $ 22.8 million and revenue of $ 1.7 million for the six months ended June 30, 2025.

The Company also has a working capital deficiency of approximately $ 2.0 million, as of June 30, 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 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.

During the six months ended June 30, 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.

2 unchanged sentences

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.

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

Note 2 – Summary of Significant Accounting Policies

Basis of Presentation

The accompanying unaudited interim consolidated financial statements have been prepared in accordance with generally accepted accounting principles in the United States of America for interim financial information and with the instructions to Form 10-Q and Regulation S-X.

Accordingly, the unaudited interim financial statements do not include all of the information and footnotes required by generally accepted accounting principles for complete financial statements.

In the opinion of management, all adjustments consisting of normal recurring entries necessary for a fair statement of the periods presented for:

(a) the financial position;

(b) the result of operations;

and (c) cash flows, have been made in order to make the unaudited interim financial statements presented not misleading.

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

The accompanying unaudited interim consolidated financial statements should be read in conjunction with the 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.

Our unaudited interim consolidated financial statements and accompanying notes are prepared in accordance with generally accepted accounting principles in the United States of America (“GAAP”) for interim financial information and with the instructions to Form 10-Q and Regulation S-X.

Accordingly, the unaudited interim consolidated financial statements do not include all of the information and footnotes required by generally accepted accounting principles for complete financial statements.

However, except as disclosed herein, there has been no material change in the information disclosed in the Notes to Consolidated Financial Statements included in the Annual Report on Form 10-K of General Enterprise Ventures, Inc.

for the year ended December 31, 2024.

In the opinion of management, the accompanying unaudited interim consolidated financial statements contain all adjustments, consisting of only normal recurring adjustments, necessary for a fair statement of its financial position as of June 30, 2025, and its results of operations for the three months and six months ended June 30, 2025, and 2024, and cash flows for the six months ended June 30, 2025, and 2024.

The balance sheet at December 31, 2024, was derived from audited annual financial statements but does not contain all of the footnote disclosures from the annual financial statements.

The accompanying unaudited interim consolidated financial statements should be read in conjunction with the unaudited interim 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 unaudited interim 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 subsidiaries.

Intercompany transactions and balances have been eliminated.

13 unchanged sentences

For purposes of balance sheet presentation and reporting of cash flows, the Company considers all unrestricted demand deposits, money market funds and highly liquid debt instruments with an original maturity of less than 90 days to be cash and cash equivalents.

The Company did not have any cash equivalents 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.

The Company did not have any cash equivalents as of June 30, 2025 and December 31, 2024.

The Company had cash of $ 2,327,087 and $ 775,133 , as of June 30, 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 amount in excess of the FDIC insurance as of June 30, 2025, was approximately $ 1.7 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.

6 unchanged sentences

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

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.

During the six months ended June 30, 2025 and 2024, the Company recorded no bad debt expense, and no allowance for credit losses as of June 30, 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, 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.

Financial instruments measured at fair value are classified in their entirety based on the lowest level of input that is significant to the fair value measurement.

The Company’s assessment of the significance of a particular input to the fair value measurement in its entirety requires the Company to make judgments and consider factors specific to the asset or liability.

The use of different assumptions and/or estimation methodologies may have a material effect on estimated fair values.

Accordingly, the fair value estimates disclosed, or initial amounts recorded, may not be indicative of the amount that the Company or holders of the instruments could realize in a current market exchange.

Recurring Fair Value Measurements

The following table summarizes the liabilities measured at fair value on a recurring basis:

June 30, 2025

Derivative Liability – conversion feature

December 31, 2024

Derivative Liability – conversion feature

Nonrecurring Fair Value Measurements

The valuation of warrants and market based compensation were derived using Level 3 inputs.

Other Fair Value Disclosures

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

As of June 30, 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

18 unchanged sentences

Recognize revenue when the Company satisfies a performance obligation.

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.

For the six months ended June 30, 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.

2 unchanged sentences

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.

As of June 30, 2025 and December 31, 2024, total deferred revenue was $ 94,860 and $ 0 , respectively.

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

Cost of Revenue

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

For the three and six months ended June 30, 2025 and 2024, cost of revenue consisted of:

Three Months Ended

Six months ended

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 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.

For the six months ended June 30, 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

5 unchanged sentences

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

As of March 31, 2025 and December 31, 2024, deferred offering costs consisted of the following:

As of June 30, 2025 and December 31, 2024, deferred offering costs consisted of the following:

General and administrative expenses

Share-Based Compensation

Stock-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.

1 unchanged sentence

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:

During the three and six months ended June 30, 2025 and 2024, stock-based compensation was recognized as follows:

Three Months Ended

Six months ended

Management compensation

1 unchanged sentence

Professional fees - related party

Advertising and marketing

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.

Compensation cost for stock awards, which include common shares, Series C Preferred Stock, warrants and performance stock units (“PSUs”), is measured at the fair value on the grant date and recognized as expense, net of estimated forfeitures, over the related service or performance period.

The fair value of stock awards is based on the quoted price of our common stock on the grant date and Series C Preferred stock as if converted to common stock.

We measure the fair value of PSUs using a Monte Carlo valuation model and warrants using a Black Scholes valuation model.

Compensation cost for PSUs are recognized using the derived service period and accelerated if the condition is satisfied at an earlier date.

Recently Issued Accounting Pronouncements

3 unchanged sentences

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):

4 unchanged sentences

Note 3 – Inventory

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

As of June 30, 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.

The Company did not impair any inventories as unsalable for the six months ended June 30, 2025 and 2024.

Note 4 – Equipment, net

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

As of June 30, 2025 and December 31, 2024, equipment consisted of the following:

accumulated depreciation

Equipment, net

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.

During the six months ended June 30, 2025, the Company purchased vehicles for $ 381,817 , of which $ 118,776 was purchased with a financing loan and transferred vehicles from inventory of $ 95,297 due to a change of use.

For the three and six months ended June 30, 2025 and 2024, depreciation consists of:

Three Months Ended

Six months ended

Financing loan

1 unchanged sentence

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.

For the six months ended June 30, 2025, the Company repaid $ 101,478 , of which $ 4,629 is for interest.

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

1 unchanged sentence

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.

For the six months ended June 30, 2025, the Company repaid $ 104,732 , of which $ 955 is for interest.

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

1 unchanged sentence

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 March 31, 2025 and December 31, 2024, finite lived intangible assets consisted of the following:

MFB California currently holds 31 granted patents and 56 pending patent applications.

The granted patents include MFB California’s main chemistry and applications.

MFB California has 21 trademarks and various copyrights.

Internally generated patents, trademarks and copyrights, are expensed as incurred.

As of June 30, 2025 and December 31, 2024, finite lived intangible assets consisted of the following:

Acquired patents (19)

Accumulated amortization

1 unchanged sentence

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

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.

2025 remaining

As of June 30, 2025, the weighted-average useful life is 14.63 years.

During the three and six months ended June 30, 2025 and 2024, amortization expense is as follows:

Three Months Ended

Six months ended

Note 6 – Lease

1 unchanged sentence

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

In May 2025, the Company terminated this lease and wrote off of right-of use asset and lease liability.

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

1 unchanged sentence

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 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 June 30, 2025.

For the three and six months ended June 30, 2025 and 2024, right-of-use asset and lease information about the Company’s operating lease consist of:

Three Months Ended

Six months ended

The components of lease expense were as follows:

4 unchanged sentences

Supplemental cash flow information related to leases was as follows:

Three months ended

Six months ended

Cash paid for operating cash flows from operating leases

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

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

Year ending December 31,

2025 (remaining four months)

The following table outlines maturities of our lease liabilities as of June 30, 2025:

2025 - remaining of six months

Imputed interest

1 unchanged sentence

Note 7 – Convertible Notes

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

The components of convertible notes as of June 30, 2025 and December 31, 2024, were as follows:

Maturity date

26 unchanged sentences

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.

During the six months ended June 30, 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 ).

In June 2025, 17 note holders converted convertible notes issued in July and August 2024 of $ 1,121,000 and accrued interest of $ 97,353 into 3,045,892 shares of common stock.

As a result, the Company settled convertible notes, accrued interest, debt discount of $ 381,522 , and derivative liability of $ 2,127,000 , and recorded loss on settlement of debt of $ 2,640,611 .

During the six months ended June 30, 2025 and 2024, the Company recognized interest expense of $ 136,931 and $ 135 and amortization of debt discount of $ 820,994 and $ 0 , respectively.

During the three months ended June 30, 2025 and 2024, the Company recognized interest expense of $ 76,673 and $ 0 and amortization of debt discount of $ 475,166 and $ 0 , respectively.

As of June 30, 2025 and December 31, 2024, the Company recorded accrued interest of $ 90,301 and $ 50,723 , respectively.

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

4 unchanged sentences

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:

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 June 30, 2025 and December 31, 2024.

For the six months ended June 30, 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

2 unchanged sentences

Stock price at valuation date

$ 0.89 - 1.95

Expected average volatility

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

Expected dividend yield

The following table summarizes the changes in the derivative liabilities during the six months ended June 30, 2025:

Fair Value Measurements Using Significant Observable Inputs (Level 3)

1 unchanged sentence

Addition of new derivatives recognized as debt discounts

Settled on issuance of common stock

( 2,127,000 )

Loss on change in fair value of the derivative

Balance - March 31, 2025

Balance - June 30, 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:

As of June 30, 2025 and December 31, 2024, accounts payable and accrued liabilities consisted of the following:

Accounts payable

3 unchanged sentences

Note 10 – Related Party Transactions

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

The related parties that had material transactions for the six months ended June 30, 2025 and 2024, consist of the following:

Related Party

12 unchanged sentences

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

For the six months ended June 30, 2025 and 2024, expenses to related parties and their nature consists of:

Six Months Ended

Related Party

1 unchanged sentence

Financial Statement Line Item

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 management fee

Management compensation

Payment operating expenses on behalf of the Company

Operating expenses

Repayment loan

Due to related party

Cash paid for consulting fees

10 unchanged sentences

Professional fees - related party

69,007 Series C preferred stock for services

Financing expense

100,000 shares of common stock issued for advisory fee

8 unchanged sentences

Professional fees - related party

For the three months ended June 30, 2025 and 2024, expenses to related parties and their nature consists of:

Three Months Ended

Related Party

Nature of transaction

Financial Statement Line Item

Payment operating expenses on behalf of the Company

Due to related party

Repayment loan

Due to related party

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

Cost of revenue - related party

69,007 Series C preferred stock for services

Financing expense

Convertible notes – related parties

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

The components of convertible notes as of June 30, 2025 and December 31, 2024, were as follows:

Maturity date

Interest rate

December 1, 2024

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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 .

During the six months ended June 30, 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 and six months ended June 30, 2025, the Company recognized interest expenses of $ 64,241 and $ 95,447 and amortization of debt discount of $ 148,546 and $ 179,396 , respectively.

As of June 30, 2025, the Company recorded accrued interest of $ 95,447 .

Note 11 – Stockholders’ Equity

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The holder of the Series A Preferred Stock are not entitled to pre-emptive rights or subscription rights.

The Company will not, by amendment of its Charter or through any reorganization, transfer of assets, consolidation, merger, dissolution, issuance or sale of securities, or any other voluntary action, avoid or seek to avoid the observance or performance of any of the terms to be observed or performed hereunder by the Company, but will at all times in good faith assist in the carrying out of all the provisions of its Charter and in the taking of all such action as may be necessary or appropriate to protect the rights of the holders of the Series A Preferred Stock against impairment.

So long as any shares of Series A Preferred Stock are outstanding, the Company shall not, without first obtaining the approval (by vote or written consent as provided by the Wyoming Business Corporations Act) of the holders of at least a majority of the then outstanding shares of Series A Preferred Stock:

(a) alter or change the rights, preferences or privileges of the Series A Preferred Stock;

(b) alter or change the rights, preferences or privileges of any capital stock of the Company so as to affect adversely the Series A Preferred Stock;

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

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

This means the full purchase price for the outstanding shares of Series A Preferred Stock has been paid and the holders of such shares will not be assessed any additional amounts for such shares.

As of March 31, 2025 and December 31, 2024, there were 10,000,000 shares of Series A Preferred stock issued and outstanding.

As of June 30, 2025 and December 31, 2024, there were 10,000,000 shares of Series A Preferred stock issued and outstanding.

Series C Convertible Preferred Stock

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Such Conversion Ratio, and the rate at which shares of Series C Convertible Preferred Stock may be converted into shares of Common Stock, shall be subject to adjustment.

If at any time or from time to time there shall be (i) a merger or consolidation of the Company with or into another corporation, (ii) the sale of all or substantially all of the Company’s capital stock or assets to any other person, (iii) any other form of business combination or reorganization in which the Company shall not be the continuing or surviving entity of such business combination or reorganization, or (iv) any transaction or series of transactions by the Company in which more than 50 percent (50%) of the Company’s voting power is transferred (each a “Reorganization”) then as a part of such Reorganization, the provision shall be made so that the holders of the Series C Convertible Preferred Stock shall thereafter be entitled to receive the same kind and amount of stock or other securities or property (including cash) of the Company, or the successor corporation resulting from such Reorganization .

Other Rights .

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The holder of the Series C Convertible Preferred Stock are not entitled to pre-emptive rights or subscription rights.

So long as any shares of Series C Convertible Preferred Stock are outstanding, the Company shall not, without first obtaining the approval (by vote or written consent as provided by the Wyoming Business Corporations Act) of the holders of at least a majority of the then outstanding shares of Series C Convertible Preferred Stock:

(a) alter or change the rights, preferences or privileges of the Series C Convertible Preferred Stock;

(b) alter or change the rights, preferences or privileges of any capital stock of the Company so as to affect adversely the Series C Convertible Preferred Stock;

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

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

This means the full purchase price for the outstanding shares of Series C Convertible Preferred Stock has been paid and the holders of such shares will not be assessed any additional amounts for such shares.

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

During the six months ended June 30, 2025, the Company issued 344,007 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

1 unchanged sentence

80,000 shares for compensation, valued at $ 1,520,720 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.

In January and April 2025, the holders of the Convertible Series C Preferred Stock converted 776,831 and 532,638 shares of the Company’s Convertible Series C Preferred Stock into 15,536,620 and 10,652,760 shares of the Company’s common stock respectively.

As of June 30, 2025 and December 31, 2024, there were 2,036,507 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.

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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.

During the six months ended June 30, 2025, the Company issued 29,245,272 shares of common stock as follows:

26,189,380 shares for conversion of Series C Preferred Stock.

3,045,892 shares for conversion of debt of $ 5,604,442 .

10,000 shares for services, valued at $ 19,000 .

As of June 30, 2025 and December 31, 2024, there were 66,086,853 and 36,841,581 shares of the Company’s common stock issued and outstanding, respectively.

Management stock compensation (PSU)

On April 1, 2025, the Company entered into the consulting agreement with our CEO.

The consulting fee is as s follows;

70,000 shares of the Company’s Series C Convertible Preferred Stock when the Company's market capitalization reaches and sustains a market capitalization for 30 consecutive days above $ 120,000,000 ;

70,000 shares of the Company’s Series C Convertible Preferred Stock when the Company's market capitalization reaches and sustains a market capitalization for 30 consecutive days above $ 250,000,000

The Company used the Monte Carlo model to calculate the fair value of compensation and estimated the grant date fair value of $ 1,932,000 .

The Company records compensation expense over the term of a derived service period unless the condition is satisfied at an earlier date.

During the three and six months ended June 30, 2025, the Company recorded compensation expense of $ 767,669 .

As of June 30, 2025, unrecognized compensation cost for unvested equity awards was $ 1,164,331 , which is expected to be recognized over a remaining weighted-average period of 0.40 years.

For the six months ended June 30, 2025, the estimated fair values of the compensation measured used the following significant assumptions:

Derived service period

0.56 – 0.76 year

Risk-free interest rate

Stock price at valuation date

Expected average volatility

First Capitalization Thresholder per share price

Second Capitalization Thresholder per share price

Third Capitalization Thresholder per share price

Fourth Capitalization Thresholder per share price

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 six months ended June 30, 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.

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 six months ended June 30, 2025.

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

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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 warrants, were deemed to be equity instruments, and were valued using a Black Scholes valuation model.

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

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Expected dividend yield

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

A summary of activity of the warrants during the six months ended June 30, 2025 as follows:

Warrants Outstanding

Weighted Average Remaining

Weighted Average

Contractual life

Weighted Average

Exercise Price

Contractual life (in years)

Outstanding, December 31, 2024

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 .

Forfeited/canceled

Outstanding, June 30, 2025

Exercisable, June 30, 2025

The intrinsic value of the warrants as of June 30, 2025 is $ 18,508,714 .

Note 12 – Disaggregated revenue and Concentration

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

During the three and six months ended June 30, 2025 and 2024, disaggregated revenue was as follows:

Three Months Ended

Six 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:

During the three and six months ended June 30, 2025 and 2024, customer and supplier concentration (more than 10%) were as follows:

Revenue and accounts receivable

Percentage of Revenue

Percentage of

For three months ended

Accounts Receivable

Total (as a group)

Purchase and accounts payable

Percentage of Purchase

Recurring customers do not represent a material percentage of our revenue and accounts receivable for the three and six months ended June 30, 2025 and 2024.

Three months ended

Six months ended

Number of customers (more than 10% revenue)

Total revenue of top 5 customers

Number of customers (more than 10% of accounts receivable)

Total % of accounts receivable balance (more than 10%)

Purchases and accounts payable

Percentage of Purchases

Percentage of

For three months ended

For six months ended

Accounts payable for purchase

3 unchanged sentences

Note 13 – Subsequent Events

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

Management has evaluated subsequent events through August 14, 2025, which is the date these interim unaudited consolidated financial statements were available to be issued.

The Company issued 464,128 shares of common stock issued for conversion of debt and accrued interest of $ 185,651 .

The Company and Univest Securities, LLC have agreed that, concurrently with the closing of the Company’s offering on Form S-1, warrants (the “Univest Warrants”) to purchase up to 4,671,375 shares of common stock, would be terminated in full and rendered null and void, and all past, current, or future obligations under the Univest Warrants shall be extinguished, and there shall be no surviving right, title or interest in or to the Univest Warrants or any shares purchasable thereunder.

The Univest Warrants were originally issued on March 7, 2025, in connection with financial advisory services and private placement transactions conducted by Univest Securities, LLC.

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