CitroTech Inc. 10-K

Item 9A. Controls and Procedures. Evaluation of Disclosure Controls and Procedures Under the supervision and with the participation of our senior management, including our Chief Executive Officer and Chief Financial Officer, we conducted an evaluation of the effectiveness of the design and operation of our disclosure controls and procedures, as defined in Rules 13a-15(e) and 15d-15(e) under the Exchange Act, as of the end of the period covered by this Annual Report on Form 10-K (the “Evaluation Date”). Based on this evaluation, our Chief Executive Officer and Chief Financial Officer concluded as of the Evaluation Date that our disclosure controls and procedures were not effective such that the information relating to us required to be disclosed in our SEC reports (i) is recorded, processed, summarized and reported within the time periods specified in SEC rules and forms, and (ii) is accumulated and communicated to our management, including our chief executive officer and chief financial officer, as appropriate, to allow timely decisions regarding required disclosure. Management’s Report on Internal Controls Over Financial Reporting Our management is responsible for establishing and maintaining adequate internal control over financial reporting. Our internal control over financial reporting is a process designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with accounting principles generally accepted in the United States. Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements. Therefore, even those systems determined to be effective can provide only reasonable assurance of achieving their control objectives. With the participation of our Chief Executive Officer and Chief Financial Officer, our management conducted an evaluation of the effectiveness of our internal control over financial reporting as of December 31, 2025, based on the criteria set forth by the Committee of Sponsoring Organizations of the Treadway Commission (“COSO”) 2013 Framework in Internal Control – Integrated Framework. Based upon such evaluation, our management concluded that we did not maintain effective internal control over financial reporting as of December 31, 2025. A material weakness is a deficiency, or a combination of deficiencies, in internal control over financial reporting, such that there is a reasonable possibility that a material misstatement of our annual or interim financial statements will not be prevented or detected on a timely basis. Management identified the following material weaknesses as of December 31, 2025: 1. Inadequate Segregation of Duties. Due to the limited size of our accounting and finance department, we do not maintain adequate segregation of duties across key financial reporting processes, including cash disbursements, revenue recognition, journal entry preparation and review, and financial statement close procedures. Specifically, there was the ability to initiate, authorize, and record transactions without independent review or approval. This deficiency creates a risk that material misstatements to our consolidated financial statements — particularly within cash, accounts receivable, revenue, and general and administrative expenses — could occur and not be detected in a timely manner. 2. Insufficient Accounting Policies and Procedures. We have not established and maintained sufficiently comprehensive written accounting policies and procedures to ensure the consistent and accurate application of U.S. GAAP and compliance with SEC reporting requirements. This deficiency creates a risk that transactions may be recorded inconsistently or incorrectly, resulting in material misstatements to our consolidated financial statements. These material weaknesses did not result in any identified misstatements to our consolidated financial statements for the year ended December 31, 2025. However, each of these material weaknesses creates a reasonable possibility that a material misstatement to our annual or interim consolidated financial statements could occur and not be prevented or detected on a timely basis. We plan to take steps to enhance and improve the design of our internal control over financial reporting. During the period covered by this annual report on Form 10-K, we have not been able to remediate the material weaknesses identified above. To remediate such weaknesses, we hope to implement the following changes during our fiscal year ending December 31, 2026: (i) appoint additional qualified personnel to address inadequate segregation of duties and ineffective risk management; and (ii) adopt sufficient written policies and procedures for accounting and financial reporting. The successful implementation of these remediation measures is substantially dependent upon our ability to secure additional financing. There can be no assurance that these remediation efforts will be completed during the fiscal year ended December 31, 2026, or that the measures, once implemented, will be sufficient to remediate the identified material weaknesses or prevent future material weaknesses from occurring. 30 Inherent Limitations in the Effectiveness of Controls Management recognizes that a control system, no matter how well designed and operated, can provide only reasonable, not absolute, assurance that the objectives of the control system are met. Further, the design of a control system must reflect the fact that there are resource constraints, and that management is required to apply its judgment in evaluating the benefits of possible controls and procedures relative to their costs. Because of the inherent limitations in all control systems, no evaluation of controls can provide absolute assurance that all control issues and instances of fraud or error, if any, have been detected. Attestation Report of the Independent Registered Public Accounting Firm This Annual Report on Form 10-K does not include an attestation report of our registered public accounting firm regarding internal control over financial reporting. Management’s report was not subject to attestation by our registered public accounting firm pursuant to an exemption for non-accelerated filers from the internal control audit requirements of Section 404(b) of the Sarbanes-Oxley Act of 2002. Changes in Internal Controls over Financial Reporting There were no changes to our internal control over financial reporting that occurred during the quarter ended December 31, 2025, that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting. Item 9B. Other Information. (a) None. (b) None of our directors or officers, as defined in Rule 16a-1(f) under the Exchange Act adopted or terminated a “Rule 10b5-1 trading arrangement” or a “non-Rule 10b5-1 trading arrangement” (in each case as defined in Item 408 of Regulation S-K) during the fiscal quarter ended December 31, 2025. Item 9C. Disclosure Regarding Foreign Jurisdictions that Prevent Inspections. Not applicable. 31 PART III Item 10. Directors, Executive Officers and Corporate Governance. Directors and Executive Officers The following table sets forth the names, ages, and positions of the Company’s executive officers and directors. Executive officers are elected annually by the Board of Directors. Each executive officer holds his office until he resigns, is removed by the Board of Directors, or his successor is elected and qualified. Each director holds his office until his successor is elected and qualified or his earlier resignation or removal. Name Age Title Theodore Ralston 63 Chairman of the Board Wesley Bolsen 48 Chief Executive Officer, Director Nanuk Warman 53 Secretary and Chief Financial Officer Andrew Hotsko 36 Chief Operating Officer Stephen Conboy 71 Chief Technology Officer Anthony Newton 56 General Counsel Jeffery Pomerantz 79 Director Lorenzo Calinawan 38 Director Craig Huff 61 Director Set forth below is a description of the background and business experience of our directors and executive officers. Professional Experience Executive Officers Wesley Bolsen – Chief Executive Officer and Director Wesley Bolsen was appointed as the Chief Executive Officer and as a member of the Board of Directors effective as of September 15, 2025. Mr. Bolsen obtained a degree in electrical engineering with a minor in economics from the Rose-Hulman Institute of Technology, and thereafter obtained a masters’ degree in business administration from Stanford’s Graduate School of Business. In 2018, Mr. Bolsen was the founding executive and chief executive officer of LaderaTech Inc., which sold in 2020 to a public company at a time when LaderaTech Inc. distributed the world’s leading wildfire prevention and protection product. Following the transaction involving LaderaTech Inc., Mr. Bolsen was employed by Perimeter Solutions, Inc. to lead global wildfire prevention and protection until September 2022. He became an advisor to startup executives until April of 2024, when Mr. Bolsen was named chief executive officer of Imidex Inc., an FDA cleared AI solution for the early detection of lung cancer, which sold in April of 2025 to a public healthcare company. We believe that Mr. Bolsen is qualified to serve as a member of our Board of Directors due to his past executive leadership and company board of director roles. Nanuk Warman – Secretary and Chief Financial Officer Nanuk Warman, CPA, CFA, was appointed Chief Financial Officer and Secretary of our Company effective on April 1, 2025. Prior to his appointment Mr. Warman spent four years working with the Company as an independent consultant and has in-depth knowledge of the Company’s business and financial history. Mr. Warman has spent the last 20 years working in public company finance, advising clients on financial reporting, SOX compliance, and SEC filing requirements. For the past 10 years, Mr. Warman has served as Managing Partner of PubCo Reporting Solutions, Inc., a boutique accounting and reporting firm primarily focused on helping emerging companies on accounting and compliance matters. Mr. Warman has extensive experience with securities offerings, mergers and acquisitions, securities exchange listing compliance. He is well-versed in GAAP, with particular expertise in complex equity structures, debt financing, reverse acquisitions, and transactional accounting. Mr. Warman is a CFA ® Charterholder and a member of the Chartered Professional Accountants of British Columbia. 32 Andrew Hotsko – Chief Operating Officer Andrew Hotsko has served as Chief Operating Officer of our Company since July 2025, where he leads day-to-day operations and growth initiatives across the Company’s platform. Prior to joining the Company, he served as Regional President of an Alpine Investors-backed services business, overseeing operational performance and expansion across multiple markets from 2023 to 2025. Earlier in his career, from 2021 to 2023, Mr. Hotsko worked in technology investment banking at Bank of America, supporting strategic and financing transactions for growth-stage companies. He previously served as an infantry officer in the U.S. Marine Corps and holds a Bachelor of Science in Economics from the United States Naval Academy and an MBA from The Wharton School of the University of Pennsylvania. Stephen Conboy – Chief Technology Officer Stephen Conboy was appointed as Chief Technology Officer effective March 1, 2025. Mr. Conboy is the founder of MFB CA. Previously from the building and lumber industries, he has pursued fire science for the last 16 years to invent CitroTech. Mr. Conboy has worked in the lumber and building industry for more than 45 years, starting as a union carpenter in New York. He was nominated and assigned to the District Export Council Division of the U.S. Department of Trade and Commerce and the International Trade Association. As a respected authority for carbon sequestration, he has spoken at the United Nations and World Trade Conference. Mr. Conboy helped draft a Carbon Tax Credit Bill for fire treated lumber and portions of the Wildfire Defense Act to reward property owners who implement proactive wildfire defense programs. Anthony Newton – General Counsel Anthony Newton was appointed as general counsel to the Company effective April 1, 2025. Mr. Newton has practiced law for 25 years and is a member of the State Bar of Texas. He has a BBA from Texas A&M University, a J.D. from the University of Houston Law Center, and an LL.M in Taxation from Georgetown University Law Center. Mr. Newton has focused his practice on transactions and infrastructure projects, primarily general corporate, mergers and acquisitions, commercial agreements, finance and capital markets, primarily for middle-market energy and oil and gas companies. Mr. Newton has 16 years of big-firm experience, including as equity partner with multi-national law firms such as DLA Piper. In addition, Mr. Newton has two years of experience as General Counsel with West Edge Energy LLC, a private-equity backed, mid-stream oil and gas company, during which time he was the only in-house attorney and responsible for establishing and managing the legal department of the company. Mr. Newton does not have any experience in the fire retardant or fire suppression industry. Non-Employee Directors Theodore Ralston – Chairman of the Board Theodore Ralston has served as a member of the Board of Directors since March 31, 2025 and as Chairman of the Board since October 1, 2025. Mr. Ralston previously served as the Company’s Chief Executive Officer from March 31, 2025 to October 1, 2025. Mr. Ralston obtained an Electronics degree from IT&T in 1984. He has 34 years of independent business, sales and investment experience. For the past five years, Mr. Ralston has managed investments through his investment vehicle, TC Special Investments, LLC. In addition, Mr. Ralston has acted as a consultant, and is currently an executive officer and director to the Company. Mr. Ralston does not have any experience in the fire retardant or fire suppression industry. We believe that Mr. Ralston is qualified to serve as a member of our Board of Directors due to his leadership and management expertise. Jeffery Pomerantz – Director On April 25, 2022, the Board of Directors appointed Jeffery Pomerantz as a member of the Board of Directors. Mr. Pomerantz has over 50 years of experience in Consulting, Promotional Marketing, Manufacturing, Sales, and Distribution. Mr. Pomerantz has provided invaluable assistance with many IPOs and corporate up-listings; additionally, he has a variety of international connections to resources and networks that create product distribution channels throughout the world. From 2019 to the present, Mr. Pomerantz has been in the Promotional Products Industry, in which he has owned and operated a business supervising manufacturing (including China), sales and distribution of hundreds of products. Mr. Pomerantz received a degree in accounting in 1967 from Temple University. Mr. Pomerantz does not have any experience in the fire retardant or fire suppression industry. 33 We believe that Mr. Pomerantz is qualified to serve as a member of our Board of Directors due to his ability to strengthen and improve operations of the companies of which he has been a part, and his experience in domestic and international manufacturing, sales and distribution. Lorenzo Calinawan – Director On October 15, 2025, the Board of Directors appointed Lorenzo Calinawan as a member of the Board of Directors. Mr. Calinawan is the co-founder and managing director of Chemlink Partners, a boutique M&A advisory firm focused exclusively on the global chemicals, specialty materials and adjacent industrial sectors. Over his career, Mr. Calinawan has advised on more than $90 billion of completed transactions, including landmark deals, transformative carve-outs, platform builds and cross-border transactions for leading strategics and private equity sponsors. Prior to founding Chemlink, he held senior investment banking roles at Citibank and Piper Sandler and also served as an investment professional at SK Capital Partners, where he focused on building and growing specialty chemicals and materials platforms. Mr. Calinawan brings deep sector knowledge, a global network and proven transaction execution and investment expertise to the company’s board. We believe that Mr. Calinawan is qualified to serve as a member of our Board of Directors due to his expertise in the chemicals industry. Craig Huff – Director On October 15, 2025, the Board of Directors appointed Craig Huff as a member of the Board of Directors. Mr. Huff is the founder and managing member of BoltRock Holdings, LLC, a family investment firm and significant shareholder in the Company. Prior to founding BoltRock, Mr. Huff co-founded and served as co-chief executive officer of Reservoir Capital, a multi-billion dollar opportunistic investment firm, for over two decades. He also served in the U.S. Navy as a nuclear engineer and nuclear submarine officer. Mr. Huff has extensive board experience in both private and public companies across a wide range of sectors, including the insurance industry. He holds a bachelor’s degree in engineering physics, magna cum laude, from Abilene Christian University, and an MBA with high distinction from Harvard Business School where he was recognized as a Baker Scholar. We believe that Mr. Huff is qualified to serve as a member of our Board of Directors due to his decades of investment and business management expertise. Family Relationships Mr. Theodore Ralston has a family relationship with Joshua Ralston, his son, who previously served in the role of Chief Executive Officer of the Company. There are no other familial relationships among any of our directors or officers. Involvement in Certain Legal Proceedings To the best of our knowledge, none of our executive officers or directors were involved in any legal proceedings described in Item 401(f) of Regulation S-K in the past ten years. Section 16(A) Beneficial Ownership Reporting Compliance Section 16(a) of the Exchange Act requires our executive officers and directors, and persons who own more than 10% of our common stock, to file reports regarding ownership of, and transactions in, our securities with the SEC and to provide us with copies of those filings. Based solely on our review of the copies of such forms furnished to us and written representations by our officers and directors regarding their compliance with applicable reporting requirements under Section 16(a) of the Exchange Act, we believe that all Section 16(a) filing requirements for our executive officers, directors and 10% stockholders were met during the year ended December 31, 2025, except as follows: 737 transactions reportable on Form 4 for Theodore Ralston, which were reported late on a Form 5 filed on February 17, 2026; a Form 3 filing for Wesley Bolsen that was due on September 25, 2025 and was filed on February 17, 2026, and three transactions reportable on Form 4 for Wesley Bolsen that were reported late on a Form 5 filed on February 17, 2026; a Form 3 filing for Nanuk Warman that was due on April 11, 2025 and was filed on April 16, 2025; a Form 3 filing for Andrew Hotsko that was due on July 31, 2025 and was filed on February 24, 2026, and three transactions reportable on Form 4 for Andrew Hotsko that were reported late on a Form 5 filed on February 24, 2026; four transactions reportable on Form 4 for Stephen Conboy that were reported late on a Form 5 filed on February 18, 2026; a Form 3 filing for Anthony Newton that was due on April 11, 2025 and was filed on March 18, 2026, and one transaction reportable on Form 4 for Anthony Newton that was reported late on a Form 5 filed on March 18, 2026; a Form 3 filing for Jeffery Pomerantz that was due on April 11, 2025 and was filed on March 3, 2026; a Form 3 filing for Lorenzo Calinawan that was due on October 27, 2025 and was filed on March 2, 2026; a Form 3 filing for Craig Huff that was due on October 27, 2025 and was filed on February 17, 2026; two transactions reportable on Form 4 for Joshua Ralston that were reported late on a Form 5 filed on March 16, 2026; and a Form 3 filing for John Costa that was due on May 4, 2022 but was not filed, as well as one transaction reportable on Form 4 for John Costa that was not filed. 34 Code of Ethics The Company adopted a code of business conduct and ethics that applies to our principal executive officer, principal financial officer and principal accounting officer or controller (the “Code”). The full text of the Code is available on our website at www.citrotech.com. We will provide to any person without charge, upon request, a copy of the Code. Such requests should be made in writing to the following address: c/o CitroTech Inc., 6400 S. Fiddlers Green Cir., Suite 300, Greenwood Village, Colorado 80111. We intend to satisfy the SEC’s requirements regarding amendments to, or waivers from, the Code by posting such information on our website. Procedures for Stockholders to Recommend Director Nominees There have been no material changes to the procedures by which security holders may recommend nominees to our Board. Audit Committee Information The Company’s Board has a standing Audit Committee. Our Audit Committee is composed of Lorenzo Calinawan and Jeffery Pomerantz, with Lorenzo Calinawan serving as chair of the committee. Our Board has determined that each of these directors is “independent” as defined by the rules of the SEC and the NYSE American. The Board has determined that Mr. Calinawan is an “audit committee financial expert” as that term is defined in Item 407(d)(5)(ii) of Regulation S-K and applicable listing standards of NYSE American. Insider Trading Policy The Company has an insider trading policy (the “Insider Trading Policy”) which prohibits our employees, officers and directors from buying or selling the Company’s securities while the individuals are aware of material non-public information about the Company. The Company believes that its Insider Trading Policy is reasonably designed to promote compliance with insider trading laws, rules and regulations, and any applicable listing standards. A copy of the Insider Trading Policy is filed as Exhibit 19.1 to this Annual Report. Item 11. Executive Compensation. Summary Compensation Table The following discussion contains forward-looking statements that are based on our current plans, considerations, expectations and determinations regarding future compensation programs. The actual amount and form of compensation and the compensation policies and practices that we adopt in the future may differ materially from currently planned programs as summarized in this discussion. We are currently considered a “smaller reporting company” within the meaning of the Securities Act for purposes of the SEC’s executive compensation disclosure rules. Accordingly, we are required to provide a Summary Compensation Table, as well as limited narrative disclosures regarding executive compensation for our last two completed fiscal years and an Outstanding Equity Awards at Fiscal Year End Table for our last completed fiscal year. These reporting obligations extend only to “named executive officers.” Our “named executive officers” include (i) all individuals serving as our principal executive officer during the fiscal year ended December 31, 2025 and (ii) our two most highly compensated executive officers, as defined in Exchange Act Rule 3b-7, other than our principal executive officer, who were serving as executive officers at the end of the fiscal year ended December 31, 2025, whose salary and bonus for services rendered in all capacities exceeded $100,000 during the fiscal year ended December 31, 2025. This section discusses material components of the executive compensation programs for our “named executive officers” who are named in the “Summary Compensation Table” below. In 2025, our “named executive officers” were (i) Wesley Bolsen, our Chief Executive Officer; (ii) Joshua Ralston, our former Chief Executive Officer, (iii) Theodore Ralston, our former Chief Executive Officer and our Chairman of the Board of Directors, (iv) Andrew Hotsko, our Chief Operating Officer, and (v) Anthony Newton, our General Counsel. 35 The following table summarizes the compensation of our named executive officers during the fiscal years ended December 31, 2025 and 2024. Name and Principal Position Year Ended December 31, Salary ($) Bonus ($) Stock Awards ($) (1)(2) All Other Compensation ($) Total ($) Wesley Bolsen 2025 89,999 – 3,278,000 – 3,367,999 Chief Executive Officer 2024 – – – – – Theodore Ralston 2025 – – 1,932,000 – 1,932,000 Chairman of the Board 2024 – – – – – Andrew Hotsko 2025 100,962 – 3,539,970 – 3,640,932 Chief Operating Officer 2024 – – – – – Anthony Newton 2025 275,000 – 550,000 – 825,000 General Counsel 2024 – – – – – Joshua Ralston 2025 290,000 – – – 290,000 Former President, Secretary, CEO, CFO and Chairman 2024 75,000 – – – 75,000 (1) The amounts reported in this column represent the aggregate grant date fair value of restricted stock units awarded, computed in accordance with FASB ASC Topic 718. (2) The material terms of the restricted stock units granted in 2025 are as follows: Name Grant Date Stock Award (#) Vesting Date Wesley Bolsen September 22, 2025 900,000(1) (1) Theodore Ralston April 30, 2025 280,000(2) (2) Andrew Hotsko June 27, 2025 450,000(3) (3) Anthony Newton – – – Joshua Ralston – – – ____________ 1. Consists of: (i) 300,000 restricted stock units (RSUs) granted on October 1, 2025 (the “Effective Date”), with one-fourth of the RSUs vesting on the first anniversary of the Effective Date and the remaining three-fourths vesting in equal monthly installments over the following 36 months; (ii) 300,000 performance stock units (PSUs), with 75,000 PSUs vesting upon the Company’s market capitalization reaching and sustaining, for 30 consecutive days, thresholds of $150,000,000, $200,000,000, $250,000,000 and $300,000,000, respectively; and (iii) 300,000 additional RSUs granted to the employee, which shall vest, provided the employee’s employment has not terminated for any reason, upon the achievement of annual key performance indicators mutually agreed upon by the Company and the employee. 2. Consists of 280,000 shares of restricted stock, with 70,000 shares of the Company’s Series C Convertible Preferred Stock vesting when the Company’s market capitalization reaches and sustains, for 30 consecutive days, thresholds of $120,000,000,$150,000,000, $200,000,000 and $250,000,000, respectively 3. Consists of 150,000 shares of restricted stock granted on June 27, 2025 (the “Effective Date”), with one-fourth of the shares vesting each anniversary of the Effective Date; (ii) 150,000 shares of restricted stock, with 37,500 shares of the Company’s Common Stock vesting when the Company’s market capitalization reaches and sustains, for 30 consecutive days, thresholds of $150,000,000, $200,000,000, $250,000,000 and $300,000,000, respectively; and (iii) 300,000 additional shares of restricted stock granted to the employee, which shall vest, provided the employee’s employment has not terminated for any reason, upon the achievement of annual key performance indicators mutually agreed upon by the Company and the employee. 36 Executive Compensation Arrangements Wesley Bolsen On September 22, 2025, the Company entered into an employment agreement with Wesley J. Bolsen, pursuant to which Mr. Bolsen serves as the Company’s Chief Executive Officer, effective October 1, 2025. The employment agreement has a term commencing October 1, 2025 and ending September 30, 2029, unless earlier terminated in accordance with its terms. Under the employment agreement, Mr. Bolsen is entitled to an annual base salary of $300,000, payable in accordance with the Company’s standard payroll practices, and a signing bonus of 6,250 shares of the Company’s Series C Convertible Preferred Stock, issued as soon as reasonably practicable following execution of the agreement. Mr. Bolsen is also eligible to receive an annual cash performance bonus with a target of $200,000, with the opportunity to earn up to two times the target amount based on the achievement of mutually agreed key performance indicators (“KPIs”). Mr. Bolsen is eligible to participate in the Company’s employee benefit plans made generally available to other senior executives. In addition, pursuant to Exhibit A to the employment agreement, Mr. Bolsen is eligible to receive equity-based incentive compensation in the form of restricted stock units (“RSUs”) of the Company’s common stock, which may be earned based on a combination of time-based vesting, achievement of KPIs, and the attainment of specified market capitalization thresholds. The equity awards include up to an aggregate of 900,000 RSUs, consisting of (i) time-based RSUs that vest over a four-year period, (ii) KPI-based RSUs that vest annually upon achievement of mutually agreed performance objectives, and (iii) market capitalization-based RSUs that vest upon the Company achieving and sustaining specified fully diluted market capitalization targets for 30 consecutive days. The employment agreement further provides for accelerated vesting of any unvested RSUs upon a change in control, as defined therein. The employment agreement may be terminated by the Company for cause, including for material breach, misconduct, dishonesty, or failure to perform duties, subject in certain cases to notice and cure rights, or without cause upon written notice. Mr. Bolsen may also terminate his employment for any reason. Upon termination by the Company without cause, Mr. Bolsen is entitled to continued base salary for up to twelve months or the remainder of the then-existing term, if shorter, and payment of any earned but unpaid bonus amounts, subject to the terms of the agreement. Upon termination for cause or voluntary resignation, Mr. Bolsen is generally entitled only to accrued compensation and earned bonuses, if any. Mr. Bolsen is subject to customary confidentiality, non-competition, non-solicitation, and intellectual property assignment provisions during and following the term of employment. The employment agreement also provides for reimbursement of business expenses, directors’ and officers’ insurance coverage, and other customary executive employment terms. Theodore Ralston – Consulting Agreement On April 1, 2025, the Company entered into a consulting agreement with Theodore Ralston, pursuant to which Mr. Ralston provides outside services to the Company at the direction of the Company’s Board of Directors. The consulting agreement has an initial term of twelve (12) months, commencing April 1, 2025 (the “Initial Term”). Following the Initial Term, the agreement automatically renews for successive six-month periods unless either party provides at least 30 days’ written notice of non-renewal. Mr. Ralston is eligible to receive up to an aggregate of 280,000 shares of the Company’s Series C Convertible Preferred Stock, payable in four separate tranches of 70,000 shares each, upon the Company achieving and sustaining for 30 consecutive days specified market capitalization thresholds of more than $120 million, $150 million, $200 million, and $250 million, respectively. So long as Mr. Ralston provides services to the Company for the full Initial Term, Mr. Ralston’s right to receive the foregoing share awards will vest, regardless of whether the consulting agreement is subsequently terminated. 37 If the consulting agreement is terminated by the Company within six (6) months following Mr. Ralston: (i) no longer owning Series A Preferred Stock, or (ii) owning (or having the right to convert to) on a fully diluted basis less than five percent (5%) of the common stock of the Company, then within 30 days thereafter the Company shall remit to Mr. Ralston or his designee the amount of 100,000 shares of Series C Convertible Preferred stock in book entry form as soon as reasonably possible for the transfer agent to make the book entry on behalf of Consultant or his designee. The consulting agreement may be terminated immediately by written notice to Mr. Ralston upon the occurrence of any of the following: (i) a material breach of the agreement that remains uncured following 30 days’ notice thereof; (ii) making disparaging statements (whether written or verbal) about the Company, or its subsidiaries, affiliates, officers, employees, or Board of Directors; or (iii) engaging in any activity that reflects negatively on the Company’s reputation or standing in its business community. Mr. Ralston is subject to customary confidentiality obligations during and after the term of the agreement and must return Company property and confidential materials upon termination. Andrew Hotsko – Employment Agreement On June 27, 2025, the Company entered into an employment agreement with Andrew Hotsko, pursuant to which Mr. Hotsko serves as the Company’s Chief Operating Officer, effective July 21, 2025. The employment agreement has a term commencing July 21, 2025 and ending July 21, 2029, unless earlier terminated in accordance with its terms. Under the employment agreement, Mr. Hotsko is entitled to an annual base salary of $250,000, payable in accordance with the Company’s standard payroll practices. Mr. Hotsko is also eligible to receive an annual cash performance bonus of up to $150,000, based on the achievement of mutually agreed key performance indicators (“KPIs”), with the bonus prorated for calendar year 2025 and subject to adjustment in subsequent years at the Company’s discretion. Mr. Hotsko is eligible to participate in the Company’s employee benefit plans made generally available to other senior executives. In addition, pursuant to Exhibit A to the employment agreement, Mr. Hotsko is eligible to receive equity-based incentive compensation in the form of restricted shares of the Company’s common stock, which may be earned based on a combination of time-based vesting, achievement of KPIs, and the attainment of specified market capitalization thresholds. The equity incentives provide for up to an aggregate of 450,000 shares of common stock, consisting of (i) time-based restricted shares that vest annually over a four-year period, (ii) KPI-based shares that may be issued annually upon achievement of mutually agreed performance objectives, and (iii) market capitalization-based shares that may be issued upon the Company achieving and sustaining specified fully diluted market capitalization thresholds for 30 consecutive days. Unvested equity awards are generally forfeited upon termination for cause or voluntary resignation. The employment agreement may be terminated by the Company for cause, including for material breach, misconduct, failure to perform duties, disability, or death, or without cause upon written notice. Mr. Hotsko may also terminate his employment for any reason. Upon termination by the Company without cause, Mr. Hotsko is entitled to continued base salary for up to six months or the remainder of the then-existing term, if shorter, and payment of any earned but unpaid bonus amounts, subject to the terms of the agreement. Upon termination for cause or voluntary resignation, Mr. Hotsko is generally entitled only to accrued compensation and earned bonuses, if any. Mr. Hotsko is subject to customary confidentiality, non-competition, non-solicitation, and intellectual property assignment provisions during and following the term of employment. The employment agreement also provides for reimbursement of business expenses and other customary executive employment terms. 38 Anthony Newton – Consulting Agreement On April 1, 2025, the Company entered into a consulting agreement with Anthony Newton, pursuant to which Mr. Newton provides outside legal counsel services to the Company. The consulting agreement has an initial term of twelve (12) months, commencing April 1, 2025, and automatically renews for successive six-month periods unless either party provides at least 30 days’ written notice of non-renewal. Under the consulting agreement, Mr. Newton is entitled to monthly cash compensation of $27,500. Mr. Newton is also eligible to participate in any executive compensation plan adopted by the Company from time to time, with any such awards subject to the discretion of the Company’s Board of Directors. The Company is required to reimburse Mr. Newton for pre-approved, documented business expenses incurred on behalf of the Company. If the consulting agreement is terminated by the Company within six (6) months following Theodore Ralston (i) no longer serving as Chief Executive Officer of the Company, (ii) no longer owning Series A Preferred Stock, or (iii) owning (or having the right to convert into), on a fully diluted basis, less than five percent (5%) of the Company’s common stock, the Company is required to pay Mr. Newton an amount equal to twelve (12) months of consulting compensation within 30 days following such termination. The consulting agreement may be terminated immediately by written notice to Mr. Newton upon the occurrence of any of the following: (i) a material breach of the agreement that remains uncured following 30 days’ notice thereof; (ii) making disparaging statements (whether written or verbal) about the Company, or its subsidiaries, affiliates, officers, employees, or Board of Directors; or (iii) engaging in any activity that reflects negatively on the Company’s reputation or standing in its business community. Mr. Newton is subject to customary confidentiality obligations during and following the term of the consulting agreement and is required to return Company property and confidential materials upon termination. The agreement provides that Mr. Newton serves as an independent contractor, not an employee of the Company. Joshua Ralston – Employment Agreement On March 1, 2025, the Company entered into an employment agreement with Joshua Ralston, pursuant to which Mr. Ralston initially served as President and Chief Executive Officer through April 1, 2025, and thereafter served as Vice President of Operations, reporting to the Company’s Chief Executive Officer. The employment agreement had an initial term of three (3) years, commencing March 1, 2025, and would automatically renew for successive one-year periods unless either party provided at least 90 days’ written notice of non-renewal. Under the employment agreement, Mr. Ralston was entitled to a monthly salary of $16,500, payable in accordance with the Company’s customary payroll practices. Mr. Ralston was eligible to participate in the Company’s employee benefit plans made generally available to other employees and executives, including health and accident insurance and other customary benefits, subject to the terms of such plans. Mr. Ralston signed a Separation Agreement on December 31, 2025, that terminated his employment with the company. He received one month of severance pay and agreed not to sell any unrestricted shares for 90 days following his separation. 39 Outstanding Equity Awards At Fiscal Year-End The following table lists all of the outstanding equity awards held on December 31, 2025 by each of the Company’s named executive officers. Stock Awards Number of shares or units of stock that have not vested Market value of shares of units of stock that have not vested Equity incentive plan awards: Number of unearned shares, units or other rights that have not vested Equity incentive plan awards: Market or payout value of unearned shares, units or other rights that have not vested Name (#) ($) (1) (#) ($) Wesley Bolsen 900,000 (1) 7,272,000 – – Theodore Ralston 280,000 (2) 7,541,333 – – Andrew Hotsko 450,000 (3) 3,636,000 – – Anthony Newton – – – – Joshua Ralston – – – – (1) Consists of: (i) 300,000 restricted stock units (RSUs) granted on October 1, 2025 (the “Effective Date”), with one-fourth of the RSUs vesting on the first anniversary of the Effective Date and the remaining three-fourths vesting in equal monthly installments over the following 36 months; (ii) 300,000 performance stock units (PSUs), with 75,000 PSUs vesting upon the Company’s market capitalization reaching and sustaining, for 30 consecutive days, thresholds of $150,000,000, $200,000,000, $250,000,000 and $300,000,000, respectively; and (iii) 300,000 additional RSUs granted to the employee, which shall vest, provided the employee’s employment has not terminated for any reason, upon the achievement of annual key performance indicators mutually agreed upon by the Company and the employee. (2) Consists of 280,000 shares of restricted stock, with 70,000 shares of the Company’s Series C Convertible Preferred Stock vesting when the Company’s market capitalization reaches and sustains, for 30 consecutive days, thresholds of $120,000,000,$150,000,000, $200,000,000 and $250,000,000, respectively . (3) Consists of 150,000 shares of restricted stock granted on June 27, 2025 (the “Effective Date”), with one-fourth of the shares vesting each anniversary of the Effective Date; (ii) 150,000 shares of restricted stock, with 37,500 shares of the Company’s Common Stock vesting when the Company’s market capitalization reaches and sustains, for 30 consecutive days, thresholds of $150,000,000, $200,000,000, $250,000,000 and $300,000,000, respectively; and (iii) 300,000 additional shares of restricted stock granted to the employee, which shall vest, provided the employee’s employment has not terminated for any reason, upon the achievement of annual key performance indicators mutually agreed upon by the Company and the employee. Equity Compensation Plan Information On March 16, 2026, a majority of the voting stockholders and the Board of Directors of the Company approved the adoption of the CitroTech Inc. 2026 Equity and Incentive Plan (the “Plan”). The following is a brief summary of the Plan. Types of Awards; Shares Available for Awards; Share Counting Rules The Plan provides for the grant of incentive stock options intended to qualify under Section 422 of the Code, nonqualified stock options, stock appreciation rights (“SARs”), restricted stock, restricted stock units (“RSUs”), stock bonus awards and performance compensation awards, as described below (collectively, “awards”). 40 Awards (other than substitute awards granted in connection with a corporate transaction) may be made under the Plan for up to 1,000,000 shares of common stock, all of which may be issued as incentive stock options. In addition, in no event shall the fair market value of awards made under the Plan to any one non-employee director of the Company or its affiliates exceed $100,000, in the aggregate, in any one fiscal year. Shares covered by awards under the Plan that expire or are terminated, surrendered, or cancelled without having been fully exercised or are forfeited, in whole or in part, or that result in any shares not being issued (including as a result of an award being settled in cash rather than stock) will be added back to the shares reserved for issuance and again be available for the grant of awards under the Plan (subject, in the case of incentive stock options, to any limitations under the Code). Shares of common stock that are delivered (by actual delivery, attestation, or net exercise) to the Company by a participant to purchase shares of common stock upon exercise of an award or to satisfy tax withholding obligations (including shares retained from the award creating the tax obligation) will be added back to the shares reserved for issuance and again be available for the future grant of awards under the Plan. In connection with a merger or consolidation of an entity with the Company or the Company’s acquisition of property or stock of an entity, the Plan Committee (as defined below) may grant awards under the Plan in substitution for any options or other stock or stock-based awards granted by such entity or an affiliate thereof on such terms as the Plan Committee determines appropriate in the circumstances, notwithstanding any limitation on awards contained in the Plan. No such substitute awards shall count against the Share Reserve, except as required by reason of Section 422 and related provisions of the Code. Descriptions of Awards Options. A participant who is awarded an option receives the right to purchase a specified number of shares of common stock at a specified exercise price and subject to the other terms and conditions that are specified in connection with the award agreement. An option that is not designated by the Plan Committee and/or does not qualify as an “incentive stock option” is a “nonqualified stock option.” Except with respect to substitute awards granted in connection with a corporate transaction, options may not be granted at an exercise price that is less than 100% of the fair market value of a share of common stock on the date of grant. If the Plan Committee approves the grant of an option with an exercise price to be determined on a future date, the exercise price may not be less than 100% of the fair market value of the common stock on that future date. Under present law, incentive stock options may not be granted at an exercise price less than 110% of the fair market value in the case of stock options granted to participants who hold more than 10% of the total combined voting power of all classes of the Company’s stock or the stock of any parent or any of its subsidiaries. Under the terms of the Plan, options may not be granted for a term in excess of ten years (and, under present law, five years in the case of incentive stock options granted to participants who hold greater than 10% of the total combined voting power of all classes of the Company’s stock or stock of any parent or any of its subsidiaries). The Plan permits participants to pay the exercise price of options using one or more of the following manners of payment: (i) in cash, check, cash equivalent and/or common stock valued at the fair market value at the time the option is exercised (including, pursuant to procedures approved by the Plan Committee, by means of attestation of ownership of a sufficient number of shares of common stock in lieu of actual delivery of such shares to the company); provided that such common stock are not subject to any pledge or other security interest and are mature shares; and (ii) by such other method as the Plan Committee may permit in accordance with applicable law, in its sole discretion, on a case by case basis, including without limitation: (A) in other property having a fair market value on the date of exercise equal to the exercise price; (B) if there is a public market for the common stock at such time, by means of a broker-assisted “cashless exercise” pursuant to which the company is delivered a copy of irrevocable instructions to a stockbroker to sell the common stock otherwise deliverable upon the exercise of the option and to deliver promptly to the company an amount equal to the exercise price; or (C) by a “net exercise” method whereby the company withholds from the delivery of the common stock for which the option was exercised that number of common stock having a fair market value equal to the aggregate exercise price for the common stock for which the option was exercised. 41 Stock Appreciation Rights (“SARs”). A participant who is awarded a SAR receives, upon exercise, a number of shares of common stock, or cash (or a combination of shares of common stock and cash) determined by reference to appreciation, from and after the date of grant, in the fair market value of a share of common stock over the strike price. The Plan provides that the strike price of a SAR may not be less than 100% of the fair market value of a share of common stock on the date the SAR is granted (provided, however, that if the Plan Committee approves the grant of a SAR effective as of a future date, the strike price shall not be less than 100% of the fair market value on such future date) and that SARs may not be granted with a term in excess of 10 years. Limitation on Repricing of Options or SARs. With respect to options and SARs, unless such action is approved by stockholders or otherwise permitted under the terms of the Plan in connection with certain changes in capitalization and reorganization events, the Company may not (i) amend any outstanding option or SAR granted under the Plan to provide an exercise price or strike price per share that is lower than the then-current exercise price or strike price per share of such outstanding option or SAR, (ii) cancel any outstanding option or SAR where the fair market value of the shares of the Company underlying such option or SAR is less than its exercise price or strike price and replace it with a new option or SAR, another award or cash, or (iii) take any other action under the Plan that constitutes a “repricing” within the meaning of the rules of the applicable securities exchange or inter-dealer quotation system on which the shares of the Company’s common stock are listed or quoted. Restricted Stock Awards. A participant who is granted a restricted stock award is entitled to acquire shares of common stock, subject to the Company’s right to repurchase all or part of such shares at their issue price or other stated or formula price (or to require forfeiture of such shares if issued at no cost) in the event that the conditions specified in the applicable award are not satisfied prior to the end of the applicable restriction period established for such award. Any dividends (whether paid in cash, stock or property) declared and paid by the Company with respect to shares of restricted stock will be paid to the participant only if and when such shares become free from the restrictions on transferability and forfeitability that apply to such shares. Restricted Stock Unit (“RSU”) Awards. A participant who is granted an RSU award is entitled to receive shares of common stock, or cash equal to the fair market value of such shares or a combination thereof, to be delivered at the time the award vests or on a deferred basis pursuant to the terms and conditions established by the Plan Committee. The Plan Committee may provide that the settlement of RSUs will be deferred, on a mandatory basis or at the election of the participant, in a manner that complies with Section 409A of the Code. A participant has no voting rights with respect to any RSU. An RSU award agreement may provide the applicable participant with the right to receive an amount equal to any dividends or other distributions declared and paid on an equal number of outstanding shares of common stock. Any such dividend equivalent may be settled in cash and/or shares of common stock and will be subject to the same restrictions on transfer and forfeitability as the RSUs with respect to which such dividend equivalents are awarded. Stock Bonus Awards . Under the Plan, the Plan Committee may grant other awards of shares of common stock, and other awards that are valued in whole or in part by reference to, or are otherwise based on, shares of common stock or other property, having such terms and conditions as the Plan Committee may determine. Each stock bonus award is evidenced by an award agreement. These types of awards are referred to in this Annual Report as “other stock-based awards.” Performance-Compensation Awards The Plan Committee may designate any award as performance-based, in which case the award will vest based on achievement of performance goals. The Plan Committee will select the length of the performance period, the performance criteria that will be used to establish the performance goals, the kinds and/or levels of the performance goals that are to apply, and the performance formula. Such performance criteria may be based on the attainment of specific levels of performance of the Company and/or one or more of its affiliates, divisions, business segments or operational units, or any combination of the foregoing (including as compared to a selected group of comparison or peer companies, or a published or special index or stock market index), and may include, without limitation, net earnings or net income (before or after taxes), basic or diluted earnings per share (before or after taxes), revenue or revenue growth (measured on a net or gross basis), gross profit or gross profit growth, operating profit (before or after taxes), return measures, cash flow (including, but not limited to, operating cash flow, free cash flow, net cash provided by operations and cash flow return on capital), financing and other capital raising transactions (including, but not limited to, sales of the Company’s equity or debt securities), earnings before or after taxes, interest, depreciation and/or amortization, gross or operating margins, productivity ratios, share price, expense targets, margins, productivity and operating efficiencies, customer satisfaction, customer growth, working capital targets, measures of economic value added, inventory control, enterprise value, sales, debt levels and net debt, combined ratio, timely launch of new facilities, client or customer retention, employee retention, timely completion of new product rollouts, cost targets, reductions and savings, productivity and efficiencies, strategic partnerships or transactions, personal targets, goals or completion of projects, and any other goal selected by the Plan Committee, whether or not listed in the Plan. The Plan Committee may accelerate vesting awards based on the achievement of performance goals. Performance criteria that are financial metrics may be determined in accordance with GAAP, but may be adjusted by the Plan Committee to include or exclude items otherwise includable or excludable under GAAP. The Plan Committee may also adjust or modify performance goals for a performance period to appropriately reflect certain extraordinary events. 42 Unless the Plan Committee specifies otherwise in the award agreement, a participant must be continuously employed or in service through the last day of the performance period to be eligible for payment in respect of a performance compensation award. Unless otherwise determined by the Plan Committee or as set forth in the Award agreement, payment in respect of a performance compensation award will only be made to the extent that the Plan Committee determines after the close of the performance period that the performance goals have been achieved at a level that triggers vesting or payment. Eligibility to Receive Awards Participants in the Plan will consist of individuals employed by the Company or an affiliate, directors of the Company or an affiliate; an individual consultant or advisor to the Company or an affiliate, or prospective employees, directors, officers, consultants or advisors who have accepted offers of employment or consultancy from the Company or its affiliates, in each case, as selected by the Plan Committee. As of December 31, 2025, approximately 14 employees, 5 officers, 4 directors and 0 consultants, advisors and other service providers would be eligible for awards if selected by the Plan Committee. Incentive stock options may only be granted to employees of the Company or of a present or future parent or subsidiary corporation as defined in Sections 424(e) or (f) of the Code. Transferability of Awards Awards may not be sold, assigned, transferred, pledged or otherwise encumbered by a participant, either voluntarily or by operation of law, except by will or the laws of descent and distribution or, other than in the case of an incentive stock option, pursuant to a qualified domestic relations order. During the life of the participant, awards are exercisable only by the participant. However, except with respect to awards that are subject to Section 409A of the Code and incentive stock options, the Plan Committee may permit or provide in an award for the gratuitous transfer of the award by the participant to or for the benefit of any immediate family member, family trust or other entity established for the benefit of the participant and/or an immediate family member of the participant if the Company would be eligible to use a Form S-8 under the Securities Act of 1933, as amended for the registration of the sale of the common stock subject to such award to the proposed transferee. Further, the Company is not required to recognize any such permitted transfer until such time as the permitted transferee has, as a condition to the transfer, delivered to the Company a written instrument in form and substance satisfactory to the Company confirming that such transferee will be bound by all of the terms and conditions of the award. None of the restrictions described in this paragraph prohibit a transfer from the participant to the Company. No Rights as a Stockholder; Clawback No participant or designated beneficiary shall have any rights as a stockholder with respect to any shares of common stock to be distributed with respect to an award granted under the Plan until becoming a record holder of such shares, subject to the terms of an award agreement. In accepting an award under the Plan, a participant agrees to be bound by any clawback policy that the Company has in effect or may adopt in the future. New Plan Benefits No awards have been previously granted under the Plan as of the date hereof and no awards have been granted under the Plan subject to stockholder approval of the Plan. As the Plan is discretionary, it is not currently possible to determine the amount that may be received by the participants under the Plan at this time. 43 Administration The Plan will be administered by the compensation committee of the Board (the “Plan Committee”) or, if no such Plan Committee has been appointed by the Board or if the Board elects to act as the Plan Committee with respect to any action, the Board. The Plan Committee has the authority to grant awards and to adopt, amend and repeal the administrative rules, guidelines and practices relating to the Plan that it deems advisable and to construe and interpret the provisions of the Plan and any award agreements entered into under the Plan. The Plan Committee may correct any defect, supply any omission or reconcile any inconsistency in the Plan or any award. All actions and decisions by the Plan Committee with respect to the Plan and any awards made under the Plan will be made in the Plan Committee’s discretion and will be final and binding on all persons having or claiming any interest in the Plan or in any award. Pursuant to the terms of the Plan, the Board and Plan Committee may delegate any or all of its powers under the Plan to one or more committees or subcommittees of the Board. The Company expects that the Plan Committee will administer certain aspects of the Plan. Subject to any requirements of applicable law, the Plan Committee may, by resolution, delegate to one or more persons (including officers) or bodies (such persons or bodies, the “Delegated Persons”) the power to grant awards (subject to any limitations under the Plan and applicable law) to eligible service providers of the Company and to exercise such other powers under the Plan as the Plan Committee may determine. No Delegated Person may be authorized to grant awards to anyone subject to Section 16 of the Exchange Act. Subject to applicable limitations contained in the Plan and applicable law, the Board, the Plan Committee, or any other committee or subcommittee or Delegated Person to whom the Plan Committee has delegated authority pursuant to the Plan, as the case may be, selects the recipients of awards and determines (i) the number of shares of common stock, cash or other consideration covered by awards and the terms and conditions of such awards, including the dates upon which such awards become exercisable or otherwise vest, (ii) the exercise or strike price of awards, if any, and (iii) the duration of awards. Except as otherwise provided in the Plan, each award under the Plan may be made alone or in addition or in relation to any other award. The terms of each award need not be identical, and the Plan Committee need not treat participants uniformly. The Plan Committee will determine the effect on an award of the disability, death, termination or other cessation of employment or service, authorized leave of absence or other change in the employment or other service status of a participant, and the extent to which, and the period during which, the participant (or the participant’s legal representative, conservator, guardian or designated beneficiary) may exercise rights or receive any benefits under an award. The Plan Committee may at any time provide that any award will become immediately exercisable in whole or in part, free from some or all restrictions or conditions or otherwise realizable in whole or in part, as the case may be. To the extent permitted by applicable law, the Company will indemnify and hold harmless each director, officer, employee or agent to whom any duty or power relating to the administration or interpretation of the Plan has been or will be delegated against any cost or expense (including attorneys’ fees) or liability (including any sum paid in settlement of a claim with the Board’s approval) arising out of any act or omission to act concerning the Plan unless arising out of such person’s bad faith, fraud or willful criminal act or omission. Amendment of Awards. Except as otherwise provided under the Plan with respect to repricing outstanding stock options or SARs and with respect to actions requiring stockholder approval, the Plan Committee may amend, modify or terminate any outstanding award, including but not limited to, substituting for an award another award of the same or a different type, changing the date of exercise or realization, and converting an incentive stock option to a nonqualified stock option, provided that the participant’s consent to any such action will be required unless the Plan Committee determines that the action, taking into account any related action, does not materially and adversely affect the participant’s rights under the Plan or the change is otherwise permitted under the terms of the Plan in connection with certain corporate events. 44 Changes in Capital Structure and Similar Events Stock Split, Stock Dividend and Similar Events. In the event of (a) any dividend (other than ordinary cash dividends) or other distribution (whether in the form of cash, shares, other securities or other property), recapitalization, stock split, reverse stock split, reorganization, merger, amalgamation, consolidation, spin-off, split-up, split-off, combination, repurchase or exchange of shares of common stock or other securities of the Company, issuance of warrants or other rights to acquire shares of common stock or other securities of the Company, or other similar corporate transaction or event (including, without limitation, a “change in control” as defined in the Plan) that affects the shares of common stock, or (b) unusual or infrequently occurring events affecting the Company or any of its affiliates, or their financial statements, or changes in applicable rules, rulings, regulations or other requirements of any governmental body or securities exchange or inter-dealer quotation system, accounting principles or law, to the extent that an adjustment is determined by the Plan Committee to be necessary or appropriate to prevent the dilution or enlargement of the benefits or potential benefits intended to be made available under the Plan, then the Plan Committee shall make any such adjustments in such manner as it may deem equitable, including without limitation any or all of the following: (i) adjusting the number of shares of common stock or other securities of the Company (or number and kind of other securities or other property) that may be delivered in respect of awards or with respect to which awards may be granted and the terms of any outstanding award, including, without limitation, the number of shares subject to such award, the exercise price or strike price, or the applicable performance measures; (ii) providing for a substitution or assumption of awards in a manner that substantially preserves the applicable terms of such awards; (iii) accelerating the exercisability or vesting of, lapse of restrictions on, or termination of, awards or providing for a period of time for exercise prior to the occurrence of such event; (iv) modifying the terms of awards to add events, conditions or circumstances (including termination of employment within a specified period after a “change in control”) upon which the exercisability or vesting of or lapse of restrictions thereon will accelerate; (v) deeming any performance measures satisfied at target, maximum or actual performance through closing or such other level determined by the Plan Committee, or providing for the performance measures to continue (as is or as adjusted by the Plan Committee) after closing; (vi) providing that for a period prior to the “change in control” any unvested options or SARs will be vested and exercisable (contingent upon the occurrence of the change in control) and that any options or SARs not exercised prior to the consummation of the change in control will terminate as of the change in control; and (vii) canceling outstanding awards in return for cash, shares of common stock, other securities or other property, or any combination thereof, equal to the value of such awards, if any, as determined by the Plan Committee (with any underwater option or SAR canceled and terminated without any payment or consideration therefor); provided, however, that in the case of any “equity restructuring” (within the meaning of the Financial Accounting Standards Board Accounting Standards Codification Topic 718), the Plan Committee shall make an equitable or proportionate adjustment to outstanding awards to reflect such equity restructuring. Provisions for Foreign Participants The Plan Committee may establish one or more sub-plans under the Plan to satisfy applicable securities, tax or other laws of various jurisdictions. The Plan Committee will establish such sub-plans by adopting supplements to the Plan containing any limitations on the Plan Committee’s discretion under the Plan and any additional terms and conditions not otherwise inconsistent with the Plan as the Plan Committee deems necessary or desirable. All supplements adopted by the Plan Committee will be deemed to be part of the Plan, but each supplement will only apply to participants within the affected jurisdiction. Withholding The participant shall be required to pay to the company or any affiliate, and the company or any affiliate shall have the right and is hereby authorized to deduct and withhold, from any cash, common stock, other securities or other property deliverable under any award or from any compensation or other amounts owing to a participant, the amount (in cash, common stock, other securities or other property) of any required taxes (up to the maximum statutory rate under applicable law as in effect from time to time as determined by the Plan Committee) and deduction in respect of an award, its grant, vesting or exercise, or any payment or transfer under an Award or under the Plan, and to take such other action as may be necessary in the opinion of the Plan Committee or the company to satisfy all obligations for the payment of such taxes. 45 Amendment or Termination Amendment and Termination of the Plan . The Board may amend, alter, suspend, discontinue, or terminate the Plan or any portion thereof at any time; provided that (i) no amendment to the prohibition on repricing shall be made without stockholder approval and (ii) no such amendment, alteration, suspension, discontinuation or termination shall be made without stockholder approval if such approval is necessary to comply with any tax or regulatory requirement applicable to the Plan (including, without limitation, as necessary to comply with any rules or requirements of any securities exchange or inter-dealer quotation system on which the common stock may be listed or quoted); provided, further, that any such amendment, alteration, suspension, discontinuance or termination that would materially and adversely affect the rights of any participant or any holder or beneficiary of any award theretofore granted shall not to that extent be effective without the consent of the affected participant, holder or beneficiary. Amendment of Award Agreements . The Plan Committee may, to the extent consistent with the terms of any applicable award agreement, waive any conditions or rights under, amend any terms of, or alter, suspend, discontinue, cancel or terminate, any award theretofore granted or the associated award agreement, prospectively or retroactively; provided that any such waiver, amendment, alteration, suspension, discontinuance, cancellation or termination that would materially and adversely affect the rights of any participant with respect to any award theretofore granted shall not to that extent be effective without the consent of the affected participant; provided, further, that without stockholder approval, except as otherwise permitted under the Plan, (i) no amendment or modification may reduce the exercise price of any option or the strike price of any SAR, (ii) the Plan Committee may not cancel any outstanding option or SAR where the fair market value of the common stock underlying such option or SAR is less than its exercise price or strike price, as applicable, and replace it with a new option or SAR, another award or cash and (iii) the Plan Committee may not take any other action that is considered a “repricing” for purposes of the stockholder approval rules of the applicable securities exchange or inter-dealer quotation system on which the common stock is listed or quoted. Federal Income Tax Consequences The following is a summary of the United States federal income tax consequences that generally will arise with respect to awards granted under the Plan. This summary is based on the federal tax laws in effect as of the date of this Annual Report. In addition, this summary assumes that all awards are exempt from, or comply with, the rules under Section 409A of the Code regarding nonqualified deferred compensation. Changes to these laws could alter the tax consequences described below. Incentive Stock Options. A participant will not have income upon the grant of an incentive stock option. Also, except as described below, a participant will not have income upon exercise of an incentive stock option if the participant has been employed by the Company or its corporate parent or 50% or majority-owned corporate subsidiary at all times beginning with the option grant date and ending three months before the date the participant exercises the option. If the participant has not been so employed during that time, then the participant will be taxed as described below under “Nonqualified Stock Options.” The exercise of an incentive stock option may subject the participant to the alternative minimum tax. A participant will have income upon the sale of the stock acquired under an incentive stock option at a profit (if sales proceeds exceed the exercise price). The type of income will depend on when the participant sells the stock. If a participant sells the stock more than two years after the option was granted and more than one year after the option was exercised, then all of the profit will be long-term capital gain. If a participant sells the stock prior to satisfying these waiting periods, then the participant will have engaged in a disqualifying disposition and a portion of the profit will be ordinary income and a portion may be capital gain. This capital gain will be long-term if the participant has held the stock for more than one year and otherwise will be short-term. If a participant sells the stock at a loss (sales proceeds are less than the exercise price), then the loss will be a capital loss. This capital loss will be long-term if the participant held the stock for more than one year and otherwise will be short-term. 46 Nonqualified Stock Options. A participant will not have income upon the grant of a nonqualified stock option. A participant will have compensation income upon the exercise of a nonqualified stock option equal to the value of the stock on the day the participant exercised the option less the exercise price. Upon sale of the stock, the participant will have capital gain or loss equal to the difference between the sales proceeds and the value of the stock on the day the option was exercised. This capital gain or loss will be long-term if the participant has held the stock for more than one year and otherwise will be short-term. Stock Appreciation Rights. A participant will not have income upon the grant of a SAR. A participant generally will recognize compensation income upon the exercise of a SAR equal to the amount of the cash and the fair market value of any stock received. Upon the sale of the stock, the participant will have capital gain or loss equal to the difference between the sales proceeds and the value of the stock on the day the SAR was exercised. This capital gain or loss will be long-term if the participant held the stock for more than one year and otherwise will be short-term. Restricted Stock Awards. A participant will not have income upon the grant of restricted stock unless an election under Section 83(b) of the Code is made within 30 days of the date of grant. If a timely 83(b) election is made, then a participant will have compensation income equal to the value of the stock as of the date of grant less the purchase price, if any. When the stock is sold, the participant will have capital gain or loss equal to the difference between the sales proceeds and the value of the stock on the date of grant. If the participant does not make an 83(b) election, then when the stock ceases to be subject to a substantial risk of forfeiture the participant will have compensation income equal to the value of the stock on the date on which the substantial risk of forfeiture lapses (the “vesting date”) less the purchase price, if any. When the stock is sold, the participant will have capital gain or loss equal to the sales proceeds less the value of the stock on the vesting date. Any capital gain or loss will be long-term if the participant held the stock for more than one year and otherwise will be short-term. Restricted Stock Units. A participant will not have income upon the grant of an RSU. A participant is not permitted to make a Section 83(b) election with respect to an RSU award. When the stock (or cash equal to the fair market value of any stock) is delivered with respect to the RSUs (which may be upon vesting or, if deferred, may be at a later date), the participant will have income on the date of delivery in an amount equal to the fair market value of the stock on such date less the purchase price, if any. When stock is sold, the participant will have capital gain or loss equal to the sales proceeds less the value of the stock on the delivery date. Any capital gain or loss will be long-term if the participant held the stock for more than one year and otherwise will be short-term. Other Stock-Based Awards. The tax consequences associated with any other stock-based award granted under the Plan will vary depending on the specific terms of such award. Among the relevant factors are whether or not the award has a readily ascertainable fair market value, whether or not the award is subject to forfeiture provisions or restrictions on transfer, the nature of the property to be received by the participant under the award, and the participant’s holding period and tax basis for the award or underlying common stock. Tax Consequences to the Company. There will be no tax consequences to the Company except that the Company (or, if applicable, the affiliate employer) will be entitled to a deduction when a participant has compensation income, subject to the limitations of Section 162(m) of the Code. 47 Director Compensation The following table sets forth information regarding compensation earned during the fiscal year ended December 31, 2025 by each of our non-employee directors who served as a director of the Company during that time. The directors who also serve as employees of the Company do not receive additional compensation for their service as a director. Name Fees Earned or Paid in Cash ($) Stock Awards ($) (1)(2) Option Awards ($) Non-Equity Incentive Plan Compensation ($) Change in Pension Value and Nonqualified Deferred Compensation Earnings All Other Compensation ($) Total ($) Jeffery Pomerantz – – – – – – – Lorenzo Calinawan – – – – – – – Craig Huff – – – – – 5,676,855 (2) 5,676,855 (1) The amounts reported in this column represent the aggregate grant date fair value of stock awarded, computed in accordance with FASB ASC Topic 718. (2) This consists of stock awards that were issued to BoltRock Holdings, LLC pursuant to a consulting arrangement and 69,007 shares of Series C Convertible Preferred stock. Mr. Huff is the managing member of BoltRock Holdings, LLC. The Consulting arrangement consists of 280,000 PSU, to vest 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, $150,000,000, $200,000,000 and $250,000,000, respectively. Please further refer to Item 13 for transactions with BoltRock Holdings, LLC during the year ended 2025 and period ended 2026. Item 12. Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters. Securities Authorized for Issuance Under Equity Compensation Plans Equity Compensation Plan Information The following table sets forth, as of December 31, 2025, information regarding awards previously granted and outstanding, and securities authorized for future issuance, under the Company’s equity compensation plans. Plan Category Number of Securities to be Issued Upon Exercise of Outstanding Options, Warrants or Rights Weighted-Average Exercise Price of Outstanding Options, Warrants or Rights Number of Securities Remaining Available for Future Issuance Under Equity Compensation Plans (Excluding Outstanding Options, Warrants, or Rights) Equity compensation plans approved by shareholders – $ – – Equity compensation plans not approved by shareholders – – 1,000,000 The description of the Plan provided in Item 11 in the section entitled “Equity Compensation Plan Information” is incorporated herein by reference to this Item 12. 48 Security Ownership of Certain Beneficial Owners The following table and footnotes to it sets forth information regarding the number of shares of Common Stock beneficially owned by (i) each director and named executive officer of our Company, (ii) executive officers and directors of the Company as a group, and (iii) each person known by us to be the beneficial owner of 5% or more of our issued and outstanding shares of Common Stock. In calculating any percentage in the following table of Common Stock beneficially owned by one or more persons named therein, the following table is based on 19,150,234 shares of Common Stock, 1,666,667 shares of Series A Preferred Stock, 807,668 shares of Series C Convertible Preferred Stock, 2,716,725 warrants, and $2,222,000 convertible debt outstanding as of March 30, 2026, and any shares of Common Stock, the person has the right to acquire within the 60 days following the filing date of this filing. Unless otherwise further indicated in the following table, the footnotes to it or elsewhere in this report, the persons and entities named in the following table have sole voting and sole investment power concerning the shares set forth opposite the stockholder’s name, subject to community property laws, where applicable. Unless as otherwise indicated in the following table and the footnotes, our named executive officers and directors’ address in the following table is c/o CitroTech Inc., 6400 S. Fiddlers Green Cir., Suite 300, Greenwood Village, Colorado 80111. Shares Beneficially Owned Number of shares Series A Preferred Series C Convertible Preferred Stock Common Subject to Series C Convertible Preferred Stock Convertible Debt and Warrants exercisable within Total Common Stock Beneficially Owned % of Total Voting Name of Beneficial Owner (1) Shares % Shares % Shares % 60 days Shares % Power (2) Named Executive Officers and Directors Wesley Bolsen – – 6,583 * – * 22,499 22,499 * * Theodore Ralston 1,364,141 81.8% 13,334 1.7% 2,841,187 14.8% 66,671 2,907,858 15.1% 81.1% Anthony Newton – – 50,000 6.2% – * 166,667 166,667 * * Andrew Hotsko – – 3,334 * – * 16,671 16,671 * * Craig Huff 302,526 18.2% 95,674 11.8% 2,416,668 12.6% 1,705,859 4,122,527 19.8% 18.2% Joshua Ralston – – – * 583,334 3.0% – 583,334 3.0% * Jeffery Pomerantz – – – * 41,667 * – 41,667 * * Lorenzo Calinawan – – – * – * – – * * All Executive Officers and Directors as a group (9 persons) 1,666,667 100.0% 222,931 26.3% 7,782,856 40.4% 2,165,063 9,947,919 47.9% 81.1% 5% or More Stockholders Theodore Ralston (3) 1,364,141 81.8% 13,334 1.7% 2,841,187 14.8% 66,671 2,907,858 15.1% 81.1% Stephen Conboy (4) 0.0% 0.0% 667 * 2,483,334 13.0% 3,336 2,486,670 13.0% * BoltRock Holdings, LLC (5) 302,526 18.2% 95,674 11.8% 2,416,668 12.6% 1,705,859 4,122,527 19.8% 18.2% _____________ * Less than 1% 49 (1) Under Rule 13d-3 of the Exchange Act, a beneficial owner of a security includes any person who, directly or indirectly, through any contract, arrangement, understanding, relationship, or otherwise has or shares: (i) voting power, which includes the power to vote, or to direct the voting of shares; and (ii) investment power, which includes the power to dispose or direct the disposition of shares. Certain shares may be deemed to be beneficially owned by more than one person (if, for example, persons share the power to vote or dispose of the shares). In addition, shares are deemed to be beneficially owned by a person if the person has the right to acquire the shares (for example, upon exercise of an option) within 60 days of the date as of which the information is provided. In computing the percentage ownership of any person, the amount of shares outstanding is deemed to include the number of shares beneficially owned by such person (and only such person) because of these acquisition rights. As a result, the percentage of outstanding shares of any person as shown in the above table does not necessarily reflect the person’s actual ownership or voting power concerning the number of shares of Common Stock outstanding on the date of this filing. (2) Percentage of total voting power with respect to all shares of our Series A preferred stock and common stock, as a single class. The holders of our Series A preferred stock are entitled to one thousand (1,000) votes per share and holders of our common stock are entitled to one (1) vote per share. (3) TC Special Investments, LLC, through Mr. Theodore Ralston, has sole dispositive and voting power with respect to all shares. The address of TC Special Investments, LLC c/o CitroTech Inc., 6400 S. Fiddlers Green Cir., Suite 300, Greenwood Village, Colorado 80111. Total beneficial common share ownership consists of 2,841,187 common shares and 66,671 shares of common stock issuable pursuant to 13,334 shares of Series C Convertible Preferred Stock and 22,224 shares from warrants. (4) Stephen Conboy has sole dispositive and voting power with respect to all shares. Total beneficial common share ownership consists of 2,483,334 common shares and 3,336 shares of common stock issuable pursuant to 667 shares from conversion of Series C Convertible Preferred Stock and 1,112 shares from warrants. (5) Based on information reported on our transfer agent report for shareholder information, BoltRock Holdings, LLC stated address is 712 5 th Ave 22 nd FL New York, NY 10019. Total beneficial common share ownership consists of 2,416,668 common shares and 1,705,026 shares of common stock issuable pursuant to 95,674 shares from conversion of Series C Convertible Preferred Stock, 925,833 shares from conversion of $2,222,000 in debt and 461,112 shares from warrants. Change of Control The Company is not aware of any arrangements which may at a subsequent date result in a change of control of the Company. Item 13. Certain Relationships and Related Transactions, and Director Independence. Related Party Transactions Unless described below, during the last two fiscal years, there were no transactions or series of similar transactions to which we were a party or will be a party, in which: · the amounts involved exceed or will exceed $120,000; and · any of our directors, executive officers or holders of more than 5% of our capital stock, or any member of the immediate family of any of the foregoing had, or will have, a direct or indirect material interest. 50 For the year ended December 31, 2024: In March 2024, Ralston cancelled 10,833,334 of the 11,666,667 restricted stock awards issued in June 2022. During the year ended December 31, 2024, the Company repaid $330,000 owing to the loan payable to TC Special Investments, LLC. During the year ended December 31, 2024, TC Special Investments, LLC, paid operating expenses of $6,495 on behalf of the Company. In November 2024, the Company repaid $410,880 owing to the loan payable to Theodore Ralston. On December 31, 2024, the Company issued a convertible note of $576,693, to TC Special Investments, LLC, in exchange for the amount due to a 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 notes and unpaid interest is convertible at a fixed conversion price of $2.16. For the year ended December 31, 2024, the Company paid commission fees of $245,571 to Stephen Conboy. For the year ended December 31, 2024, the Company paid consulting and royalty fees of $97,000 to MFB Enterprises LLC. During the year ended December 31, 2024, companies controlled by Nanuk Warman were paid accounting and consulting fees of $106,116. During the year ended December 31, 2024, a company controlled by Anthony Newton was paid legal and consulting fees of $102,755. For the year ended December 31, 2025: In February 2025, the Company issued 150,000 shares of Series C Convertible Preferred Stock as consulting services to TC Special Investments, LLC, valued at $2,103,600. In February 2025, the Company entered into one (1) subscription agreement for convertible notes ($2,000,000) and warrants (416,667 shares of common stock) with BoltRock Holdings, LLC. 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 $3.00 per share. The outstanding principal amount of convertible notes and unpaid interest is convertible at a fixed conversion price of $2.40. 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, BoltRock Holdings, LLC could proceed against the equity of MFB Ohio pledged to collateralize the convertible note. MFB Ohio owns the Company’s intellectual property portfolio. In June 2025, the Company issued 69,007 shares of Series C Convertible Preferred Stock as a finance expense to BoltRock Holdings, LLC, valued at $2,511,855. During the year ended December 31, 2025, the Company paid commission fees of $56,290 to Stephen Conboy. During the year ended December 31, 2025, the Company paid consulting and royalty fees of $25,600 to MFB Enterprises LLC. During the year ended December 31, 2025, companies controlled by Nanuk Warman were paid accounting and consulting fees of $194,880. During the year ended December 31, 2025, a company controlled by Anthony Newton was paid legal and consulting fees of $75,970. During the year ended December 31, 2025, a company controlled by Theodore Ralston was reimbursed $75,000 for expenses paid on behalf of the Company. 51 For the period from January 1, 2026 to March 30, 2026: On February 27, 2026, the Company and BoltRock Holdings, LLC (“BRH”) entered into that certain First Amendment to 10% Senior Secured Convertible Promissory Note (the “Amendment”), pursuant to which BRH agreed to extend the maturity date of that certain 10% Senior Secured Convertible Promissory Note dated February 28, 2025 (the “Note”) until April 28, 2026. Pursuant to the Amendment, BRH charged a 1% amendment fee, and the Pledge and Security Agreement dated February 28, 2025, by and between the Company and BRH, entered into in connection with the Note, was terminated, thereby releasing any and all intangible assets of the Company that were collateral for the Note. For the period from January 1, 2026 to March 30, 2026, companies controlled by Nanuk Warman were paid accounting and consulting fees of $21,590. The Company and Wesley Bolsen entered into a Financial Commitment and Pledge Agreement dated March 28, 2026, pursuant to which Mr. Bolsen irrevocably committed to provide, upon written request of the Board and at least seven days’ prior notice, up to $2,000,000 of loans bearing interest at Prime + 1% with maturities of up to 24 months, with any advances to be secured by the Company’s intellectual property. The commitment automatically terminates upon, among other events, the Company raising at least $5,000,000 in aggregate new debt or equity financing. Item 14. Principal Accountant Fees and Services. The following table shows the fees that were billed for the audit and other services provided by our principal auditor, for the periods presented, as follows: Fiscal Year Ended December 31, 2025 Fiscal Year Ended December 31, 2024 Audit Fees: $ 173,400 $ 125,000 Audit-Related Fees 17,500 – Tax Fees: 7,000 – All Other Fees – – Total $ 197,900 $ 125,000 Audit Fees This category includes the audit of our annual financial statements, review of financial statements included in our Quarterly Reports on Form 10-Q and services that are normally provided by the independent registered public accounting firm in connection with engagements for those fiscal years. This category also includes advice on audit and accounting matters that arose during, or as a result of, the audit or the review of interim financial statements. Audit-Related Fees This category consists of assurance and related services by the independent registered public accounting firm that are reasonably related to the performance of the audit or review of our financial statements and are not reported above under “Audit Fees.” The services for the fees disclosed under this category include consultation regarding our correspondence with the SEC and other accounting consulting. Tax Fees This category consists of professional services rendered by our independent registered public accounting firm for tax compliance and tax advice. The services for the fees disclosed under this category include tax return preparation and technical tax advice. All Other Fees This category consists of fees for other miscellaneous items. Our Board of Directors has adopted a procedure for pre-approval of all fees charged by our independent registered public accounting firm. Under the procedure, the Board approves the engagement letter with respect to audit, tax and review services. Other fees are subject to pre-approval by the Board, or, in the period between meetings, by a designated member of the Board. Any such approval by the designated member is disclosed to the entire Board at the next meeting. 52 PART IV Item 15. Exhibit and Financial Statement Schedules. (a) 1. Financial Statements The financial statements and Report of Independent Registered Public Accounting Firm are listed in Item 8. 2. Financial Statement Schedules All schedules for which provision is made in the applicable accounting regulations of the SEC are either not required under the related instructions, are not applicable (and therefore have been omitted), or the required disclosures are contained in the financial statements included herein. 3. Exhibits Incorporated by Reference Exhibit Number Exhibit Description Form Exhibit Filing Date 3.1 Articles of Domestication/Articles of Incorporation 10-K 3.1 4/15/2024 3.2 Amendment to Articles of Incorporation 10-K 3.2 3/31/2025 3.3 Bylaws 10-K 3.3 4/15/2024 3.4 Second Amended and Restated Designations and Preferences of Series A Preferred Stock 10-K 3.4 3/31/2025 3.5 Amended and Restated Designations and Preferences of Series C Convertible Preferred Stock 10-K 3.5 3/31/2025 3.6 Form of Amended and Restated Articles of Incorporation S-1 3.6 8/4/2025 3.7 Form of Amended and Restated Bylaws S-1 3.7 8/4/2025 3.8 Articles of Amendment to the Articles of Incorporation 8-K 3.1 1/28/2026 3.9 Certificate of Name Change 8-K 3.2 1/28/2026 4.1 Description of Securities 10-K 4.1 3/31/2025 4.2 Form of PIPE Warrant 8-K 4.1 10/07/2025 4.3 Form of Warrant Agreement issued with Convertible Note, dated July 2024 S-1 4.2 10/11/2024 4.4 Form of Convertible Note, dated July 2024 S-1 4.3 10/11/2024 4.5 Warrant Agreement dated February 28, 2025, by and between the Company and BoltRock Holdings, LLC S-1 4.4 5/27/2025 4.6 Form of Warrant Agreement dated March 7, 2025, by and between the Company and its Placement Agents S-1 4.5 5/27/2025 4.7 Form of Warrant Agreement dated March 7, 2025, by and between the Company, and Univest Securities, LLC or Bradley Richmond S-1 4.6 5/27/2025 4.8 Warrant Agreement (W-34) between the Company and Bradley Richmond S-1 4.7 8/4/2025 4.9 Warrant Agreement (W-35) between the Company and Bradley Richmond S-1 4.8 8/4/2025 4.10 Warrant Agreement (W-36) between the Company and Bradley Richmond S-1 4.9 8/4/2025 4.11 Warrant Agreement (W-37) between the Company and Bradley Richmond S-1 4.10 8/4/2025 4.12 Warrant Agreement (W-38) between the Company and Univest Securities, LLC S-1 4.11 8/4/2025 4.13 Form of Placement Agent Warrant 8-K 10.3 10/07/2025 10.1# Consulting Agreement with Stephen Conboy, dated January 26, 2025 S-1 10.3 2/14/2025 10.2# Employment Agreement by and between the Company and Joshua Ralston dated March 1, 2025 S-1 10.5 5/27/2025 10.3#* Separation Agreement by and between the Company and Joshua Ralston dated December 31, 2025 . 53 10.4#* Consulting Agreement by and between the Company and Theodore Ralston dated April 1, 2025 10.5# Consulting Agreement by and between the Company and Nanuk Warman dated April 1, 2025 S-1 10.7 5/27/2025 10.6# Consulting Agreement by and between the Company and Anthony Newton dated April 1, 2025 S-1 10.8 5/27/2025 10.7# Employment agreement by and between the Company and Andrew Hotsko dated June 27, 2025 S-1 10.6 02/17/2026 10.8# Employment agreement by and between the Company and Wesley Bolsen dated September 22, 2025 S-1 10.7 02/17/2026 10.9 Subscription Agreement dated February 28, 2025, by and between the Company and BoltRock Holdings, LLC S-1 10.9 5/27/2025 10.10 Convertible Note dated February 28, 2025, by and between the Company and BoltRock Holdings, LLC S-1 10.10 5/27/2025 10.11 Pledge Agreement dated February 28, 2025, by and between the Company and BoltRock Holdings, LLC S-1 10.11 5/27/2025 10.12 Form of Securities Purchase Agreement 8-K 10.1 10/07/2025 10.13 Placement Agent Agreement 8-K 10.2 10/07/2025 10.14 Contribution Agreement, dated August 22, 2025, by and between David Reese and Mighty Fire Breaker LLC S-1 10.13 2/17/2026 10.15 Intellectual Property Purchase Agreement, dated December 23, 2025, by and between Breakthrough Chemistry, Inc. and General Enterprise Ventures, Inc. S-1 10.14 2/17/2026 10.16* First Amendment to 10% Senior Secured Convertible Note dated February 27, 2026, by and between the Company and BoltRock Holdings, LLC 10.17*# CitroTech Inc. 2026 Equity and Incentive Plan 10.18* Consulting Agreement by and between the Company and BoltRock Holdings, LLC dated September 30, 2025 10.19* Financial Commitment and Pledge Agreement, dated March 28, 2026, by and between the Company and Wesley J. Bolsen 14.1 Code of Ethics S-1 14.1 5/27/2025 19.1* Insider Trading Policy 21.1 Subsidiaries S-1 21.1 2/17/2026 31.1* Certification of Principal Executive Officer, pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 31.2* Certification of Principal Financial Officer, pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 32.1* Certification of Principal Executive Officer, pursuant to 18 U.S.C. Section 1350, as created by Section 906 of the Sarbanes-Oxley Act of 2002 32.2* Certification of Principal Financial Officer, pursuant to 18 U.S.C. Section 1350, as created by Section 906 of the Sarbanes-Oxley Act of 2002 97.1* Policy Related to Recovery of Erroneously Awarded Compensation 99.1 GREENGUARD Gold Test Results S-1 99.1 2/14/2025 101* Inline XBRL Document Set for the financial statements and accompanying notes in Part II, Item 8, “Financial Statements and Supplementary Data” of this Annual Report on Form 10-K. 104* Inline XBRL for the cover page of this Annual Report on Form 10-K, included in the Exhibit 101 Inline XBRL Document Set. ________ * Filed or furnished herewith. # Management contracts or compensatory plans, contracts or arrangements. Item 16. Form 10-K Summary. None. 54 CitroTech Inc. (formerly General Enterprise Ventures, Inc.) Index to Audited Consolidated Financial Statements December 31, 2025 and 2024 Contents Page Report of Independent Registered Public Accounting Firm (PCAOB ID: 1171 ) F-2 Consolidated Balance Sheets at December 31, 2025 and 2024 F-4 Consolidated Statements of Operations and Comprehensive Loss for the years ended December 31, 2025 and 2024 F-5 Consolidated Statements of Change in Stockholders’ Equity for the years ended December 31, 2025 and 2024 F-6 Consolidated Statements of Cash Flows for the years ended December 31, 2025 and 2024 F-7 Notes to Consolidated Financial Statements F-8 F- 1 REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM To: The Board of Directors and Stockholders of CitroTech Inc. (formerly General Enterprise Ventures, Inc.) Opinion on the Consolidated Financial Statements We have audited the accompanying consolidated balance sheets of CitroTech Inc. (formerly General Enterprise Ventures, Inc.) (the “Company”), as of December 31, 2025 and 2024, and the related consolidated statements of operations and comprehensive loss, changes in stockholders’ equity, and cash flows for the period ended December 31, 2025, and the related notes (collectively referred to as the “consolidated financial statements”). In our opinion, the consolidated financial statements present fairly, in all material respects, the financial position of the Company as of December 31, 2025, and 2024, and the results of its operations and its cash flows in the period ended December 31, 2025, in conformity with accounting principles generally accepted in the United States of America. Basis for Opinion These consolidated financial statements are the responsibility of the Company’s management. Our responsibility is to express an opinion on the Company’s consolidated financial statements based on our audits. We are a public accounting firm registered with the Public Company Accounting Oversight Board (United States) (“PCAOB”) and are required to be independent with respect to the Company in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB. We conducted our audits in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the consolidated financial statements are free of material misstatement, whether due to error or fraud. The Company is not required to have, nor were we engaged to perform audits of its internal control over financial reporting. As part of our audits, we are required to obtain an understanding of internal controls over financial reporting, but not for the purpose of expressing an opinion on the effectiveness of the Company’s internal controls over financial reporting. Accordingly, we express no such opinion. Our audits included performing procedures to assess the risks of material misstatement of the consolidated financial statements, whether due to error or fraud, and performing procedures that respond to those risks. Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the consolidated financial statements. Our audits also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the consolidated financial statements. We believe that our audits provide a reasonable basis for our opinion. Critical Audit Matters The critical audit matters communicated below are matters arising from the current period audit of the consolidated financial statements that were communicated or required to be communicated to the audit committee and that: (1) relate to accounts or disclosures that are material to the consolidated financial statements and (2) involved our especially challenging, subjective, or complex judgments. The communication of critical audit matters does not alter in any way our opinion on the consolidated financial statements taken as a whole, and we are not, by communicating the critical audit matters below, providing separate opinions on the critical audit matters or on the accounts or disclosures to which they relate. F- 2 Valuation of Intangible Assets Description of the Matter As described in Note 2 and 6 to the consolidated financial statements, the Company reviews intangible assets for impairment whenever events or changes in circumstances indicate that the carrying amount of the asset may not be recoverable. The Company’s intangible assets are comprised of patents, and the balance as of December 31, 2025, was $5,326,960. The $1,775,400 of intangible assets purchased in 2025 comprised of intellectual property and a non-compete agreement from the seller of the intangible assets. We identified the auditing of the valuation of intangible assets as a critical audit matter because it represents a significant portion of the Company’s total assets, and it requires a significant amount of judgment to evaluate the recoverability of the carrying amount of the intangible assets. Additionally, the allocation of the purchase price among the identifiable intangible assets requires significant judgment in determining the relative fair values of each component of the transaction, which involves the use of valuation methodologies and assumptions subject to estimation uncertainty. The primary procedures we performed to address this critical audit matter included the following, among others: · We obtained an understanding of the process utilized by the Company's management to evaluate the recoverability of the carrying amount of the intangible assets and to allocate the cost of the purchased intangible assets between the intellectual property and non-compete agreement. · We tested the Company's process and evaluated the reasonableness of the inputs that management used in its analysis, and examined the intangible asset valuation report provided by the Company to determine the reasonableness of the methodology used and the results of the intangible asset valuation. Reclassification of Embedded Derivative Liability to Equity Description of the Matter As described in Notes 2, 8, and 9 to the consolidated financial statements, the Company’s convertible notes included a conversion feature that was accounted for as a derivative liability at fair value under ASC 815. Following the withdrawal of its registration statement on August 19, 2025, the conversion price became fixed, and the conversion option no longer met the definition of a derivative. Consequently, the Company revalued the liability and reclassified the balance to additional paid-in capital, eliminating the derivative liability balance. We identified the valuation of the derivative liability, including its revaluation upon reclassification, as a critical audit matter due to the significant judgment required in determining fair value. Fair value was estimated using a binomial lattice model incorporating certain assumptions. The primary procedures we performed to address this critical audit matter included the following, among others: · We obtained the Company's valuation model and understood the process used to determine the fair value of the derivative liability, including the valuation performed immediately prior to reclassification. · We assessed the reasonableness of the inputs, assumptions, and methodology used in the fair value calculation at each measurement date, including the reclassification date. · We evaluated the appropriateness of the Company's conclusion that the conversion option no longer qualified as a derivative under ASC 815 and verified that the reclassification to additional paid-in capital was recorded in the correct period and amount. /s/ WWC, P.C. WWC, P.C . Certified Public Accountants PCAOB ID: 1171 We have served as the Company’s auditor since 2024. San Mateo, California March 30, 2026 F- 3 CitroTech Inc. (formerly General Enterprise Ventures, Inc.) Consolidated Balance Sheets December 31, December 31, 2025 2024 Assets Current Assets Cash $ 6,268,591 $ 775,133 Accounts receivable, net 209,047 317,455 Inventory 620,768 324,657 Prepaid expenses 317,020 74,129 Deferred offering costs – 126,104 Total Current Assets 7,415,426 1,617,478 Non-Current Assets Intangible assets, net 5,326,960 3,699,491 Operating lease right-of-use asset 753,363 49,347 Equipment, net 630,279 111,374 Security deposit 57,491 – Total Non-Current Assets 6,768,093 3,860,212 Total Assets $ 14,183,519 $ 5,477,690 Liabilities and Stockholders' Equity Current liabilities Accounts payable and accrued liabilities $ 316,321 $ 186,984 Deferred revenue 3,000 – Convertibles notes, net of discount 219,321 196,077 Convertibles notes, net of discount - related parties 1,285,400 576,693 Due to related parties 167,971 – Financing loan - current portion 30,000 96,849 Derivative liability – 1,055,233 Operating lease liability - current portion 147,613 50,047 Total Current Liabilities 2,169,626 2,161,883 Non-Current Liabilities Financing loan 133,381 – Operating lease liability 617,598 – Total Non-Current Liabilities 750,979 – Total Liabilities 2,920,605 2,161,883 Stockholders' Equity Preferred Stock, par value $ 0.0001 , authorized 30,000,000 shares: Series A Preferred Stock, par value $ 0.0001 , designated 10,000,000 shares, 1,666,667 shares issued and outstanding 167 167 Series C Convertible Preferred Stock, par value $ 0.0001 , designated 10,000,000 shares, 807,668 and 3,001,969 shares issued and shares outstanding, respectively 81 300 Common Stock, par value $ 0.0001 , authorized 1,000,000,000 shares, 18,522,315 and 6,140,264 issued and outstanding, respectively 1,852 614 Additional paid-in capital 124,463,845 79,680,114 Accumulated deficit ( 113,203,031 ) ( 76,365,388 ) Total Stockholders' Equity 11,262,914 3,315,807 Total Liabilities and Stockholders' Equity $ 14,183,519 $ 5,477,690 See the accompanying Notes, which are an integral part of these consolidated financial statements. F- 4 CitroTech Inc. (formerly General Enterprise Ventures, Inc.) Consolidated Statements of Operations and Comprehensive Loss Years Ended December 31, 2025 2024 Revenue $ 2,381,407 $ 808,372 Operating expenses Cost of revenue, exclusive of amortization and depreciation shown separately below 1,790,392 554,182 Cost of revenue - related parties 60,290 101,317 Amortization and depreciation 329,334 264,696 General and administration 1,593,640 498,445 Advertising and marketing 673,636 1,005,504 Payroll and management compensation 9,851,419 75,000 Professional fees 2,203,808 3,010,650 Professional fees - related parties 2,176,374 589,254 Research and development expense 198,505 14,002 Total operating expenses 18,877,398 6,113,050 Loss from operations ( 16,495,991 ) ( 5,304,678 ) Other income (expense) Other income 600 – Interest expense ( 1,510,909 ) ( 257,782 ) Interest expense - related parties ( 1,332,615 ) – Interest income 26,935 – Financing expense ( 6,167,334 ) – Financing expense - related party ( 2,511,855 ) – Loss on fair value of derivative liability ( 2,002,767 ) ( 409,776 ) Loss on settlement of debt ( 6,843,707 ) ( 909,486 ) Total other expense ( 20,341,652 ) ( 1,577,044 ) Loss before taxes ( 36,837,643 ) ( 6,881,722 ) Provision for income taxes – – Net loss $ ( 36,837,643 ) $ ( 6,881,722 ) Comprehensive loss $ ( 36,837,643 ) $ ( 6,881,722 ) Net loss per common share - basic and diluted $ ( 2.96 ) $ ( 0.82 ) Basic and diluted weighted average number of common shares outstanding 12,443,122 8,382,753 See the accompanying Notes, which are an integral part of these consolidated financial statements. F- 5 CitroTech Inc. (formerly General Enterprise Ventures, Inc.) Consolidated Statements of Change in Stockholders’ Equity Series A Preferred stock Series C Convertible Preferred stock Common Stock Additional Paid-In Preferred Stock to be Common Stock to be Accumulated Total Stockholders' Shares Amount Shares Amount Shares Amount Capital issued issued Deficit Equity Balance - December 31, 2023 1,666,667 $ 167 2,273,499 $ 227 16,257,565 $ 1,626 $ 72,436,958 $ 500,000 $ 180,000 $ ( 69,483,666 ) $ 3,635,312 Series C Preferred Stock issued for preferred stock to be issued – – 183,332 18 – – 499,982 ( 500,000 ) – – – Series C Preferred Stock issued for cash – – 421,805 43 – – 1,844,957 – – – 1,845,000 Series C Preferred Stock issued for services – – 123,333 12 – – 1,195,988 – – – 1,196,000 Common stock issued for stock to be issued - management – – – – 83,334 8 179,992 – ( 180,000 ) – – Common stock issued for conversion and settlement of debt – – – – 257,699 26 1,112,329 – – – 1,112,355 Cancellation of common stock - related party – – – – ( 10,833,334 ) ( 1,084 ) 1,084 – – – – Common stock issued for compensation – – – – 208,333 21 1,074,729 – – – 1,074,750 Common stock issued for services – – – – 166,667 17 787,232 – – – 787,249 Common stock warrants issued – – – – – – 546,863 – – – 546,863 Net loss – – – – – – – – – ( 6,881,722 ) ( 6,881,722 ) Balance - December 31, 2024 1,666,667 $ 167 3,001,969 $ 300 6,140,264 $ 614 $ 79,680,114 $ – $ – $ ( 76,365,388 ) $ 3,315,807 Series C Preferred Stock issued for preferred stock to be issued – – – – – – – – – – – Series C Preferred Stock issued for cash – – 642,411 64 – – 8,332,487 – – – 8,332,551 Series C Preferred Stock issued for services – – 241,507 24 – – 4,959,018 – – – 4,959,042 Series C Preferred Stock issued for compensation – – 86,250 9 – – 1,638,628 – – – 1,638,637 Common stock issued for conversion of Series C Preferred Stock – – ( 3,164,469 ) ( 316 ) 10,548,252 1,054 ( 738 ) – – – – Common stock issued for conversion of debt – – – – 1,630,354 163 11,450,292 – – – 11,450,455 Common stock issued for Service – – – – 37,667 4 234,636 – – – 234,640 Common stock issued for cashless exercise of warrants – – – – 165,419 17 ( 17 ) – – – – Management stock compensation – – – – – – 6,140,522 – – – 6,140,522 Reverse stock split – – – – 359 – – – – – – Reclassification of derivative liability to equity – – – – – – 1,604,000 – – – 1,604,000 Stock payable for acquisition of intangible assets – – – – – – 1,775,400 – – – 1,775,400 Common stock warrants issued – – – – – – 8,649,503 – – – 8,649,503 Net loss – – – – – – – – – ( 36,837,643 ) ( 36,837,643 ) Balance - December 31, 2025 1,666,667 $ 167 807,668 $ 81 18,522,315 $ 1,852 $ 124,463,845 $ – $ – $ ( 113,203,031 ) $ 11,262,914 See the accompanying Notes, which are an integral part of these consolidated financial statements. F- 6 CitroTech Inc. (formerly General Enterprise Ventures, Inc.) Consolidated Statement of Cash Flows Years Ended December 31, 2025 2024 Cash Flows from Operating Activities: Net loss $ ( 36,837,643 ) $ ( 6,881,722 ) Adjustments to reconcile net loss to net cash used in operating activities: Stock-based compensation 14,524,720 2,709,999 Stock-based compensation - related parties 4,615,455 348,000 Bad debt expense 345,950 22,774 Non-cash lease expenses 161,202 80,336 Amortization and depreciation 329,334 264,696 Amortization of debt discount 2,411,907 196,077 Loss on settlement of debt 6,843,707 909,486 Loss on fair value of derivative liability 2,002,767 409,776 Write off of deferred offering costs 197,415 – Changes in operating assets and liabilities: Accounts receivable ( 237,542 ) 87,204 Inventory ( 370,938 ) ( 94,460 ) Prepaid expenses ( 242,891 ) ( 63,458 ) Security deposit ( 57,491 ) – Accounts payable and accrued liabilities 343,759 147,281 Related party advances funding operating expense 25,300 6,496 Accrued interest - related parties 223,128 – Deferred revenue 3,000 – Operating lease liabilities ( 150,054 ) ( 80,136 ) Net Cash used in Operating Activities ( 5,868,915 ) ( 1,937,651 ) Cash Flows from Investing Activities: Purchase of equipment ( 193,953 ) – Acquisition of intangible asset ( 100,000 ) – Net Cash used in Investing Activities ( 293,953 ) – Cash Flows from Financing Activities: Proceeds from convertible notes and warrants 1,909,000 1,206,320 Proceeds from convertible note and warrants - related party 1,776,082 – Payments of deferred offering costs ( 71,311 ) ( 126,104 ) Proceeds from loan - related party – 2,000 Repayment of loan - related party ( 25,000 ) ( 740,880 ) Proceeds from issuance of Series C Convertible Preferred Stock and warrants 8,332,551 1,845,000 Repayment of financing loan ( 264,996 ) ( 23,307 ) Net Cash provided by Financing Activities 11,656,326 2,163,029 Change in cash 5,493,458 225,378 Cash, beginning of period 775,133 549,755 Cash, end of period $ 6,268,591 $ 775,133 Supplemental Disclosure Information: Cash paid for interest $ 12,957 $ 9,157 Cash paid for taxes $ – $ – Non-Cash Financing Disclosure: Common stock issued for services $ – $ 1,861,999 Series C Convertible Preferred stock issued for services $ – $ 1,196,000 Common stock issued upon conversion of Series C Convertible Preferred stock $ 1,054 $ – Common stock issued for conversion and settlement of debt $ 11,450,455 $ 1,112,355 Common stock issued for stock to be issued - management $ – $ 180,000 Stock payable for acquisition of intangible asset $ 1,775,400 $ – Series C Convertible Preferred stock issued for subscription received $ – $ 500,000 Cancellation of common stock - related party $ – $ 6,500 Warrants issued in conjunction with convertible debts $ 882,000 $ 546,863 Right -of-use assets obtained in exchange for new operating lease liabilities $ 865,218 $ – Recognition of derivative liability as debt discount $ 1,027,000 $ 645,457 Reclassification of derivative liability to additional paid-in capital $ 1,604,000 $ – Transfer from inventory to property and equipment $ 74,827 $ – Acquisition of property and equipment as financing loan $ 331,528 $ 120,155 See the accompanying Notes, which are an integral part of these consolidated financial statements. F- 7 CitroTech Inc. (formerly General Enterprise Ventures, Inc.) Notes to Consolidated Financial Statements December 31, 2025 and 2024 Note 1 – Organization, Business and Going Concern CitroTech Inc. was originally incorporated under the laws of the State of Nevada on March 14, 1990 and on June 3, 2021 was redomiciled to the State of Wyoming. Effective on January 22, 2026, the Company changed its name form General Enterprise Ventures, Inc. to CitroTech Inc. When used in these notes, the terms “CITR,” “Company,” “we,” “us” and “our” mean CitroTech Inc. and all entities included in our consolidated financial statements. Business We develop and manufacture environmentally sustainable, non-toxic, long-term fire-inhibiting products for use in industrial and wildfire defense applications. The Company’s proprietary formulation, CitroTech®, is derived from food-grade, renewable materials and is designed to provide an alternative to legacy conventional chemical fire retardants. CitroTech™ is used in the manufacturing of fire-resilient lumber and building materials, enabling integration of flame-inhibiting properties during production or applied in the field to new homes. In addition, it is utilized by fire departments, municipalities, and other public and private sector entities in connection with ground-based wildfire defense and stationary application systems intended to help render vegetation non-flammable, reduce ignition risk and enhance structural protection. The Company continues to evaluate and develop additional formulations and product treatments to expand the range of potential commercial applications for its technology. Reverse stock split On April 15, 2025, our Board of Directors and our stockholders that have a majority of our voting power approved an amendment to our articles of incorporation (as amended, the “Articles of Incorporation”) to effect the reverse stock split (which includes the outstanding Series A Preferred Stock and Common Stock of the Company at a 1-for-6 ratio). The reverse stock split was effective on August 27, 2025. All share and per share information in these financial statements retroactively reflect this reverse stock split. Liquidity The Company has incurred losses since inception, and incurred a net loss of $ 36.8 million during the year ended December 31, 2025, resulting in an accumulated deficit of $ 113.2 million. However, in September and October 2025, the Company completed an equity offering which generated net proceeds of $ 8.1 million. The Company’s existing cash resources are expected to provide sufficient funds to carry out the Company’s planned operations through fiscal year 2026. To continue operations beyond such time frame, the Company may be required to raise additional funds by completing additional equity or debt offerings or increasing revenue. There can be no assurance that the Company will be successful in acquiring additional funding, that the Company’s projections of its future working capital needs will prove accurate, or that any additional funding would be sufficient to continue operations in future years. F- 8 Note 2 – Summary of Significant Accounting Policies Basis of Presentation The Financial Statements and related disclosures have been prepared pursuant to the rules and regulations of the Securities and Exchange Commission (“SEC”). The Financial Statements have been prepared using the accrual basis of accounting in accordance with Generally Accepted Accounting Principles (“GAAP”) of the United States. The Company’s fiscal year is December 31. Principles of Consolidation The consolidated financial statements include the accounts of CitroTech Inc., and its wholly owned subsidiaries. Intercompany transactions and balances have been eliminated. Reclassification Certain amounts have been reclassified to improve the clarity and comparability of the financial statements. These reclassifications had no impact on previously reported total assets, liabilities, equity, net income (loss), or cash flows for any periods presented. Use of Estimates The preparation of financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements. The estimates and judgments will also affect the reported amounts for certain expenses during the reporting period. Actual results could differ from these good faith estimates and judgments. 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 specialty chemicals for fire prevention and protection in the lumber and wood products, wildland fire and 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 no t have any cash equivalents at December 31, 2025 and 2024. The Company had cash of $ 6,268,591 and $ 775,133 at December 31, 2025 and 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 December 31, 2025, was approximately $ 5,343,000 . The Company has not experienced losses on account balances and management believes, based upon the quality of the financial institutions, that the credit risk with regard to these deposits is not significant. F- 9 Inventory Inventories consist of finished goods and raw materials which are stated at lower cost or net realizable value, with cost being determined on the weighted average method. Accounts Receivable Trade accounts receivable are recorded at the invoiced amount and do not bear interest. 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 credit loss. The Company maintains allowances for credit loss for estimated losses resulting from the inability of its customers to make the required payments for services. Accounts with known financial issues are first reviewed and specific estimates are recorded. The remaining accounts receivable balances are then grouped in categories by the number of days the balance is past due, and the estimated loss is calculated as a percentage of the total category based upon past history. Account balances are charged against the allowance when it is probable that the receivable will not be recovered. During the years ended December 31, 2025 and 2024, the Company recorded bad debt expense of $ 345,950 and $ 22,774 , respectively, and recorded an allowance for credit losses of $ 345,534 and $ 0 as of December 31, 2025 and 2024, respectively. Intangible Assets Intangible assets with finite lives are initially recorded at cost and amortized on a straight-line basis over the estimated economic useful lives of the respective assets. Acquired intangible assets from business combinations and asset acquisitions are recognized and measured at fair value at the time of acquisition. These assets are patents and represent assets with finite lives and are further amortized on a straight-line basis over the estimated economic useful lives of 20 years for these acquired patents. Property and Equipment Property and equipment are stated at cost. Depreciation is computed on the straight-line method. Currently our assets consist of computer and software, furniture and equipment, and vehicle which we amortize over a useful life of 3 to 7 years. Maintenance and repairs are charged to expense as incurred. Improvements of a major nature are capitalized. At the time of retirement or other disposition of property and equipment, the cost and accumulated depreciation are removed from the accounts and any gains or losses are reflected in the income. Impairment of Long-lived Assets Other Than Goodwill Long-lived assets with finite lives, primarily property and equipment, intangible assets, and operating lease right-of-use assets are reviewed for impairment whenever events or changes in circumstances indicate that the carrying amount of an asset may not be recoverable. If the estimated cash flows from the use of the asset and its eventual disposition are below the asset’s carrying value, then the asset is deemed to be impaired and written down to its fair value. Leases ASC 842 supersedes the lease requirements in ASC 840 “Leases”, and generally requires lessees to recognize operating and finance lease liabilities and corresponding right-of-use (“ROU”) assets on the balance sheet and to provide enhanced disclosures surrounding the amount, timing and uncertainty of cash flows arising from leasing arrangements. F- 10 ROU assets represent our right to use an underlying asset for the lease term and lease liabilities represent our obligation to make lease payments arising from the lease. ROU assets and lease liabilities are recognized at commencement date based on the present value of lease payments over the lease term. As most of our leases do not provide an implicit rate, we generally use our incremental borrowing rate based on the estimated rate of interest for collateralized borrowing over a similar term of the lease payments at commencement date. The ROU asset also includes any lease payments made and excludes lease incentives. Our lease terms may include options to extend or terminate the lease when it is reasonably certain that we will exercise that option. Any lease with a term of 12 months or less is considered short-term. As permitted by ASC 842, short-term leases are excluded from the ROU assets and lease liabilities on the consolidated balance sheets. Consistent with all other operating leases, short-term lease expense is recorded on a straight-line basis over the lease term. The Company determines the present value of minimum future lease payments for operating leases by estimating a rate of interest that it would have to pay to borrow on a collateralized basis over a similar term, an amount equal to the lease payments and a similar economic environment (the “incremental borrowing rate” or “IBR”).The Company determines the appropriate IBR by identifying a reference rate and making adjustments that take into consideration financing options and certain lease-specific circumstances. As of December 31, 2025 and 2024, the Company’s lease agreement is accounted for as an operating lease. Fair Value of Financial Instruments The Company uses a three-tier fair value hierarchy to classify and disclose all assets and liabilities measured at fair value on a recurring basis, as well as assets and liabilities measured at fair value on a non-recurring basis, in periods subsequent to their initial measurement. The hierarchy requires the Company to use observable inputs when available, and to minimize the use of unobservable inputs, when determining fair value. The three tiers are defined as follows: · Level 1—Observable inputs that reflect quoted market prices (unadjusted) for identical assets or liabilities in active markets; · Level 2—Observable inputs other than quoted prices in active markets that are observable either directly or indirectly in the marketplace for identical or similar assets and liabilities; and · Level 3—Unobservable inputs that are supported by little or no market data, which require the Company to develop its own assumptions. 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: There were no liabilities measured at fair value on a recurring basis as of December 31, 2025. Schedule of liabilities measured at fair value on a recurring basis December 31, 2024 Level 3 Derivative Liability – conversion feature $ 1,055,233 F- 11 Nonrecurring Fair Value Measurements The valuation of warrants and market based compensation awards, were derived using Level 2 inputs. Other Fair Value Disclosures The Company’s financial instruments, including cash, accounts receivable, prepaid expenses, accounts payable and accrued liabilities, deferred revenue and loans payable, are carried at historical cost. As of December 31, 2025 and 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. Warrants For warrants that are determined to be equity-classified, we estimate the fair value at issuance and record the amounts to additional paid in capital (potentially on a relative fair value basis if issued in a basket transaction with other financial instruments). Warrants that are equity-classified are not subsequently remeasured unless modified or required to be reclassified as liabilities. Related Parties The Company follows ASC 850 , “Related Party Disclosures,” for the identification of related parties and disclosure of related party transactions. Revenue The Company recognizes revenue from its contracts with customers in accordance with ASC 606 – Revenue from Contracts with Customers. The Company recognizes revenues when satisfying the performance obligation of the associated contract that reflects the consideration expected to be received based on the terms of the contract. F- 12 Revenue related to contracts with customers is evaluated utilizing the following steps: i. Identify the contract, or contracts, with a customer; ii. Identify the performance obligations in the contract; iii. Determine the transaction price; iv. Allocate the transaction price to the performance obligations in the contract; v. Recognize revenue when the Company satisfies a performance obligation. For the year ended December 31, 2025, our revenues currently consist of a sale of product used for lumber products for fire prevention and on 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 December 31, 2025 and 2024, total deferred revenue was $ 3,000 and $ 0 , respectively. Deferred revenue is expected to be recognized as revenue within the first and second quarter of 2026. Cost of Revenue For the years ended December 31, 2025 and 2024, cost of revenue consisted of: Schedule of cost of revenue Years ended December 31, 2025 2024 Cost of inventory $ 1,545,072 $ 407,334 Freight and shipping 22,778 9,321 Consulting and advisory-related party 4,000 19,400 Royalty and sales commission-related party 56,290 81,917 Rent expense 222,542 137,527 Total cost of revenue $ 1,850,682 $ 655,499 Basic and Diluted Net Loss Per Common Share Net loss per share of common stock requires presentation of basic and diluted earnings per common share on the face of the Statements of Operations for all entities with complex capital structures and requires a reconciliation of the numerator and denominator of the basic earnings per share computation to diluted earnings per share. In the accompanying financial statements, basic net loss per share is computed by dividing net loss by the weighted average number of shares of common stock outstanding during the year. Diluted net loss per share is computed by dividing net loss by the weighted average number of shares of common stock and potentially dilutive outstanding shares of common stock during the period to reflect the potential dilution that could occur from common shares issuable through contingent share arrangements and warrants unless the result would be antidilutive. The dilutive effect of share-based payment awards is calculated using the “treasury stock method,” which assumes that the “proceeds” from the exercise of these instruments are used to purchase common shares at the average market price for the period. The dilutive effect of convertible securities is calculated using the “if-converted method.” Under the if-converted method, securities are assumed to be converted at the beginning of the period, and the resulting shares of common stock are included in the denominator of the diluted calculation for the entire period being presented. F- 13 For the years ended December 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. Schedule of antidilutive securities December 31, December 31, 2025 2024 Shares Shares Convertible notes 989,583 540,000 Common Stock warrants 2,909,434 270,010 Series C Convertible Preferred Stock 2,692,227 8,653,907 6,591,244 9,463,917 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. On August 19, 2025, the Company withdrew the registration statement, and as a result, the Company wrote off total deferred offering costs of $ 197,415 within professional and general and administrative expenses during the year ended December 31, 2025. As of December 31, 2025 and 2024, deferred offering costs consisted of the following: Schedule of deferred offering costs December 31, December 31 2025 2024 Legal fees $ – $ 52,131 General and administrative expenses – 73,973 Total $ – $ 126,104 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. Equity grants are amortized on a straight-line basis over the requisite service periods, which is generally the vesting period. If an award is granted, but vesting does not occur, any previously recognized compensation cost is reversed in the period related to the termination of service. During the years ended December 31, 2025 and 2024, stock-based compensation was recognized as follows: Schedule of stock-based compensation Years ended December 31, 2025 2024 Management compensation $ 7,779,159 $ – Professional fees 578,227 2,049,999 Professional fees - related party 2,103,600 348,000 Advertising and marketing – 660,000 Financing expense 6,167,334 – Financing expense - related party 2,511,855 – Stock-based compensation $ 19,140,175 $ 3,057,999 F- 14 Compensation cost for stock awards, which include common shares, Series C Convertible 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 Convertible 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. Income Taxes Income taxes are accounted for under the asset and liability method. Deferred tax assets and liabilities are recognized for the future tax consequences attributable to differences between the financial statement carrying amounts of existing assets and liabilities and their respective tax bases and operating loss and tax credit carry forwards. Deferred tax assets and liabilities are measured using enacted tax rates expected to apply to taxable income in the years in which those temporary differences are expected to be recovered or settled. The effect on deferred tax assets and liabilities of a change in tax rates is recognized in income in the period that includes the enactment date. A valuation allowance is recorded to reduce the Company’s deferred tax assets to an amount that is more likely than not to be realized. Recently Issued Accounting Pronouncements 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 July 2025, the FASB issued ASU No. 2025-05, Financial Instruments—Credit Losses (Topic 326): Measurement of Credit Losses for Accounts Receivable and Contract Assets. The amendments in this update provide a practical expedient permitting an entity to assume that conditions at the balance sheet date remain unchanged over the life of the asset when estimating expected credit losses for current classified accounts receivable and contract assets. This update is effective for annual periods beginning after December 15, 2025, including interim periods within those fiscal years. Adoption of this ASU can be applied prospectively for reporting periods after its effective date. Early adoption is permitted. We are currently evaluating the provisions of this ASU and do not expect this ASU to have a material impact on our consolidated financial statements. In December 2025, the FASB issued ASU 2025-11, Interim Reporting (Topic 270): Narrow-Scope Improvements , which clarifies the guidance in Topic 270 to improve the consistency of interim financial reporting. The ASU provides a comprehensive list of required interim disclosures and introduces a disclosure principle requiring entities to disclose events since the end of the last annual reporting period that have a material impact on the entity. ASU 2025-11 is effective for fiscal years beginning after December 15, 2027, including interim periods within those fiscal years, with early adoption permitted. The Company is currently evaluating the impact of adopting ASU 2025-11. In December 2025, the FASB issued ASU No. 2025-12, Codification Improvements. The ASU addresses thirty-three items, representing the changes to the Codification that (1) clarify, (2) correct errors, or (3) make minor improvements. Generally, the amendments in this Update are not intended to result in significant changes for most entities. The ASU is effective for interim reporting periods within annual reporting periods beginning after December 15, 2026. The adoption method of this ASU may vary, on an issue-by-issue basis. Early adoption is permitted. We are currently evaluating the provisions of this ASU and do not expect this ASU to have a material impact on our consolidated financial statements. 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. F- 15 Recently adopted accounting pronouncements In December 2023, the FASB issued ASU 2023-09, Income Taxes (Topic 740): Improvements to Income Tax Disclosures , which requires public entities, on an annual basis, to provide disclosure of specific categories in the rate reconciliation, as well as disclosure of income taxes paid disaggregated by jurisdiction. ASU 2023-09 is effective for fiscal years beginning after December 15, 2024, with early adoption permitted. The Company adopted ASU 2023-09 for the year ended December 31, 2025, and applied the new disclosure requirements prospectively to the current annual period. Note 3 – Inventory As of December 31, 2025 and 2024, inventory consisted of the following: Schedule of inventory December 31, December 31, 2025 2024 Finished goods $ 185,310 $ 50,469 Raw materials 435,458 274,188 Inventory $ 620,768 $ 324,657 The Company did no t write-off any inventories as unsalable for the years ended December 31, 2025 and 2024. Note 4 – Prepaid expenses As of December 31, 2025 and 2024, prepaid expenses consisted of the following: Schedule of prepaid expenses December 31, December 31, 2025 2024 Insurance $ 180,970 $ 19,807 Legal retainer – 30,000 Security deposit – 7,819 Advertising and marketing 18,345 – Other prepaid operating expenses 94,705 16,503 Deposit on purchase of inventories 23,000 – Prepaid expenses $ 317,020 $ 74,129 Note 5 – Equipment, net As of December 31, 2025 and 2024, equipment consisted of the following: Schedule of property plant and equipment December 31, December 31, 2025 2024 Cost: Equipment $ 43,396 $ 9,366 Vehicles 686,434 120,155 Equipment gross 729,830 129,521 Less: accumulated depreciation ( 99,551 ) ( 18,147 ) Equipment, net $ 630,279 $ 111,374 F- 16 During the years ended December 31, 2025 and 2024, the Company recorded depreciation of $ 81,403 and $ 16,081 , respectively. During the year ended December 31, 2025 and 2024, the Company purchased vehicles and equipment for $ 525,481 , and $ 120,155 , of which $ 331,528 and $ 120,155 were purchased with a financing loan, and transferred vehicles from inventory of $ 74,827 due to a change of use in 2025. Financing loan The Company had a financing loan for the purchase of vehicle in September 2025. The loan repayment is $ 2,021 per month for 60 months , beginning October 2025, with an interest rate of 11.33 %. The Company had a financing loan for the purchase of vehicle in September 2025. The loan repayment is $ 2,083 per month for 48 months , beginning October 2025, with an interest rate of 11.90 %. The Company had a financing loan for the purchase of vehicle in January 2025. The loan repayment was $ 1,977 per month for the 72 months with an interest rate of 10.84 %. In March 2025, the Company fully repaid this financing loan. The Company had financing loan for a 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 months for 30 months with an interest rate of $11.54%. In March 2025, the Company fully repaid this financing loan. During the years ended December 31, 2025 and 2024, the Company recorded interest expense of $ 12,628 and $ 10,097 , and repaid $ 277,624 and $ 32,462 , of which $ 12,628 and $ 9,157 are for interest, respectively. As of December 31, 2025 and 2024, the Company had a financing loan of $ 163,381 and $ 96,849 , respectively. Note 6 – Intangible Assets, net In 2022, the Company acquired the intellectual property of Mighty Fire Breaker LLC (“MFB California”), 19 patents centered around its MFB Technology for the prevention and spread of wildfires. The granted patents include MFB California’s main chemistry and applications. MFB California had 21 trademarks and various copyrights. Internally generated patents, trademarks and copyrights, are expensed as incurred. In December 2025, the Company entered into Intellectual Property Purchase Agreement to protect our existing patents. The purchase price is $ 100,000 in cash and 220,000 shares of Common stock valued at $ 1,775,400 , which shall be issued within 30 days of the closing date. The common stock was issued in January 2026. As of December 31, 2025 and 2024, finite lived intangible assets consisted of the following: Schedule of finite lived intangible assets December 31, December 31, 2025 2024 Acquired patents (19) $ 4,195,353 $ 4,195,353 Patent and technology assets 1,243,000 – Non-compete Agreement 632,400 – Accumulated amortization ( 743,793 ) ( 495,862 ) Intangible assets, net $ 5,326,960 $ 3,699,491 F- 17 Estimated future amortization expense for finite lived intangibles are as follows: December 31, Schedule of estimated future amortization expense 2026 $ 381,889 2027 381,889 2028 381,889 2029 381,889 2030 381,889 Thereafter 3,417,515 Intangible assets, net $ 5,326,960 As of December 31, 2025, the weighted-average useful life is 14.08 years. During the years ended December 31, 2025 and 2024, the amortization expense was $ 247,931 and $ 248,615 , respectively. Note 7 – Lease 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. In May 2025, the Company terminated this lease and wrote off the right-of-use asset and lease liability. 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 recorded a security deposit of $ 36,991 . For the years ended December 31, 2025 and 2024, right-of-use asset and lease information about the Company’s operating lease consists of: Schedule of right-of-use asset and lease information Years ended December 31, 2025 2024 The components of lease expense were as follows: Operating lease cost $ 190,068 $ 85,992 Short-term lease cost 86,131 75,252 Variable lease cost 21,156 22,125 Total lease cost $ 297,355 $ 183,369 Supplemental cash flow information related to leases was as follows: Schedule of supplemental cash flow information related to leases Years ended December 31, 2025 2024 Cash paid for operating cash flows from operating leases $ 220,224 $ 98,917 Right-of-use asset obtained in exchange for new operating lease liabilities $ 865,218 $ – Weighted-average remaining lease term - operating leases (year) 4.25 0.58 Weighted-average discount rate — operating leases 7.00 % 6.50 % F- 18 The following table outlines maturities of our lease liabilities as of December 31, 2025: Schedule of maturities of lease liabilities Year ending December 31, 2026 $ 195,412 2027 203,228 2028 211,357 2029 219,812 Thereafter 55,486 Operating leases, future minimum payments due 885,295 Less: Imputed interest ( 120,084 ) Operating lease liabilities $ 765,211 Note 8 – Convertible Notes The components of convertible notes as of December 31, 2025 and 2024, were as follows: Schedule of components of convertible notes Effective Stated Principal Interest Interest December 31, December 31, Payment date Amount Maturity date Rate Rate 2025 2024 July 15, 2024 $ 795,000 July 15, 2025 390 % 10 % $ – $ 795,000 August 15, 2024 $ 326,000 August 15, 2025 398 % 10 % – 326,000 November 15, 2024 $ 100,000 November 15, 2025 511 % 10 % – 100,000 December 15, 2024 $ 75,000 December 15, 2025 815 % 10 % – 75,000 February 15, 2025 $ 575,000 February 15, 2026 631 % 10 % 375,000 – Total Convertible notes $ 375,000 $ 1,296,000 Less: Unamortized debt discount ( 155,679 ) ( 1,099,923 ) 219,321 196,077 Less: Current portion ( 219,321 ) ( 196,077 ) Long-term portion $ – $ – During the years ended December 31, 2025 and 2024, the Company recognized interest expense of $ 196,472 and $ 50,723 and amortization of debt discount of $ 1,302,420 and $ 196,077 , respectively. As of December 31, 2025 and 2024, the Company recorded accrued interest of $ 32,773 and $ 50,723 , respectively. In February 2025, the Company entered into eleven (11) convertible notes ($ 2,075,000 ) and warrants ( 432,296 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 $3.00 per share. The outstanding principal amount of convertible notes and unpaid interest is convertible at conversion price of the lesser of (i) $2.40 or (ii) a 30% discount to the price of shares issued in connection with a qualified financing. The Company paid 8% financing fee of $ 166,000 recorded financing fee as debt discount. During the year ended December 31, 2025, the Company recognized the debt discount of $ 2,075,000 (Original Issued Discounts of $ 166,000 , warrants discount of $ 882,000 and derivative liability of $ 1,027,000 ). F- 19 On July 15, 2024 and August 15, 2024, the Company entered into seventeen (17) subscription agreements for convertible notes ($ 1,121,000 ) and warrants ( 1,401,250 shares of common stock). The convertible notes have a term of twelve (12) months, at an interest rate of 10% per annum and warrants are with a term of five (5) years, at exercise price of $0.50 per share. The outstanding principal amount of convertible notes and unpaid interest is convertible at conversion price of the lesser of (i) $0.40 or (ii) a 30% discount to the price of shares issued in connection with a qualified financing. In November and December, additionally, the Company entered into three (3) subscription agreements for convertible notes ($ 175,000 ) and warrants ( 218,750 shares of common stock). The Company paid 8% financing fee of $ 89,680 , accrued fee of $14,000 and recorded financing fee as debt discount. During the year ended December 31, 2024, the Company recognized the debt discount of $ 1,296,000 (Original Issued Discounts of $ 103,680 , warrants discount of $ 546,863 and derivative liability of $ 645,457 ). 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 year ended December 31, 2024, the Company settled liabilities of $ 23,400 and converted notes with principal amounts of $ 54,000 and accrued interest of $ 1,702 into 496,193 shares of common stock. The fair market value of the common shares converted was $ 126,655 at the issuance date as a result, the Company recognized a loss on debt settled by common stock of $ 130,462 . 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. On August 19, 2025, the Company withdrew its registration statement and decided not to proceed with qualified offering. The Company determined that the bifurcated conversion feature was no longer a liability and is now categorized as equity. As a result, the Company reclassified its derivative liability of $ 1,604,000 to additional paid-in capital. Conversion In June 2025, seventeen (17) note holders converted convertible notes issued in July and August 2024 of $ 1,121,000 and accrued interest of $ 97,353 into 507,661 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 . In July and September 2025, six (6) note holders converted convertible notes issued in November and December 2024 and February 2025 of $ 1,850,000 and accrued interest of $ 114,897 into 818,709 shares of common stock. As a result, the Company settled convertible notes, accrued interest, debt discount of $ 1,324,787 , and derivative liability of $ 354,000 , and recorded loss on settlement of debt of $ 4,130,203 . In December 2025, a note holder converted a convertible note issued in February 2025 of $ 25,000 and accrued interest of $ 2,171 into 11,321 shares of common stock. As a result, the Company settled convertible notes, accrued interest, and debt discount of $ 10,515 , and recorded loss on settlement of debt of $ 72,893 . Note 9 – Derivative Liability Fair Value Assumptions Used in Accounting for Derivative Liabilities ASC 815 requires us to assess the fair market value of derivative liabilities at the end of each reporting period and recognize any change in the fair market value as other income or expense. The Company determined our derivative liabilities to be a Level 3 fair value measurement and used the Binomial Lattice model to calculate the fair value as of issuance, August 19, 2025 and December 31, 2024. F- 20 The underlying assumptions of Binomial Lattice model are as follows: 1. The short-term interest rates, including risk-free rate, are known and remain constant over time. 2. The absence of any arbitrage opportunities is assumed. 3. The stock price follows a continuous-time random walk, with the rate of variance proportional to the square of the stock price. 4. The distribution of possible stock prices at the end of any given finite interval is assumed to be lognormal. 5. The variance of the rate of return on the stock is constant. 6. No commissions or transaction costs are incurred when buying or selling the stock or option. 7. The option's early exercise value is evaluated at each node of the lattice. 8. If applicable, the tax rate remains consistent for all transactions and market participants. During the years ended December 31, 2025 and 2024, the estimated fair values of the liabilities measured on a recurring basis are as follows: Schedule of assumptions used for fair value measurement of liabilities December 31, December 31, 2025 2024 Expected term 0.13 - 1 year 0.29 years Risk-free interest rate 4.02% - 4.34% 4.15% Stock price at valuation date $ 5.34 - 11.7 $ 4.38 Expected average volatility 60.5% - 146.5% 95.41% Expected dividend yield – – The following table summarizes the changes in the derivative liabilities during the years ended December 31, 2025 and 2024: Schedule of changes in the derivative liabilities Fair Value Measurements Using Significant Observable Inputs (Level 3) Balance - December 31, 2023 $ – Addition of new derivatives recognized as debt discounts 645,457 Addition of new derivatives recognized as loss on derivatives 409,776 Balance - December 31, 2024 $ 1,055,233 Addition of new derivatives recognized as debt discounts 1,027,000 Settled on issuance of common stock ( 2,481,000 ) Reclassification to additional paid in capital ( 1,604,000 ) Loss on change in fair value of the derivative liability 2,002,767 Balance - December 31, 2025 $ – Note 10 – Promissory Note On June 7, 2023, the Company entered into a promissory note agreement for the amount of $ 120,000 , in terms of twelve (12) months and interest rate of 5 % per annum. During the year ended December 31, 2024, the Company recognized $ 750 in interest. During the year ended December 31, 2024, the Company settled the promissory note with principal amount of $ 120,000 and accrued interest of $ 3,767 into 1,050,000 shares of common stock. The fair market value of the common shares converted was $ 902,790 at the issuance date, as a result, the Company recognized a loss on debt settled by common stock of $ 779,024 . F- 21 Note 11 – Accounts payable and accrued liabilities As of December 31, 2025 and 2024, accounts payable and accrued liabilities consisted of the following: Schedule of accounts payable and accrued liabilities December 31, December 31, 2025 2024 Accounts payable $ 169,278 $ 48,195 Accrued interest 32,773 51,663 Credit card 19,953 4,540 Sales tax payable 27,675 11,737 Other liabilities 53,280 70,849 Payroll liability 13,362 – Accounts payable and accrued liabilities $ 316,321 $ 186,984 Note 12 – Related Party Transactions The related parties that had material transactions for the years ended December 31, 2025 and 2024, consist of the following: Related Party Nature of Relationship to the Company A An Ohio Corporation - a significant shareholder B Owner of A and our Chief Executive Officer of the Company from April 1, 2025 through September 30, 2025 C A California Corporation owned by a related party D D Significant shareholder and our Chief Technology Officer E Director and Chief Executive Officer of GEVI Insurance Holdings Inc. F A Delaware limited liability company - Series A Preferred shareholder G A company controlled by our Chief Financial Officer As of December 31, 2025 and 2024, amounts owing to related parties consists as follows: Schedule of expenses to related parties and their nature December 31, December 31, Related Party 2025 2024 Nature of transaction A $ 300 $ – Operating expense paid on behalf of the Company F 167,671 – Accrued interest related to convertible note related party $ 167,971 $ – During the years ended December 31, 2025 and 2024, related party A advanced to the Company an amount of $ 0 and $ 2,000 for working capital proposes and $ 25,300 and $ 6,496 for operating expenses paid directly to vendors, on behalf of the Company, respectively. During the years ended December 31, 2025 and 2024, the Company repaid $ 25,000 and $ 330,000 owing to the related party A and $ 0 and $ 410,880 owing to the related party B, respectively. On December 31, 2024, the Company issued a $ 576,693 convertible note to related party A in exchange for the amount due to related party A and B of $576,693. During the year ended December 31, 2025, a company controlled by related party B was reimbursed $ 75,000 for expenses paid on behalf of the Company. F- 22 For the years ended December 31, 2025 and 2024, expenses to related parties and their nature consists of: Years Ended December 31, Related Party 2025 2024 Nature of transaction Financial Statement Line Item A $ 2,103,600 $ – 150,000 Series C Convertible Preferred Stock for consulting fee Professional fees - related party C $ 21,600 $ 77,600 Cash paid for consulting fees Professional fees - related party C $ 4,000 $ 19,400 Cash paid for consulting and advisory fees Cost of revenue - related party D $ – $ 163,654 Cash paid for management fee Professional fees - related party D $ 56,290 $ 81,917 Cash paid for royalty and sales commissions Cost of revenue - related party E $ 420,720 $ – 30,000 Series C Convertible Preferred Stock for management compensation Management compensation E $ – $ 348,000 20,000 shares of Series C Convertible Preferred Stock for advisory fee Professional fees - related party F $ 2,511,855 $ – 69,007 Series C Convertible Preferred Stock for services Financing expense G $ 39,885 $ – Edgar filing expense General and administrative G $ 51,174 $ – Professional service - accounting Professional fees - related party Convertible note – related party The components of convertible notes as of December 31, 2025 and 2024, were as follows: Schedule of convertible debt related party Effective Stated Principal Interest Interest December 31, December 31, Payment date Amount Maturity date Rate Rate 2025 2024 December 2024 $ 576,693 December 31, 2025 – 10 % $ – $ 576,693 February 2025 $ 2,000,000 February 28, 2026 128 % 10 % 2,000,000 – Total Convertible notes $ 2,000,000 $ 576,693 Less: Unamortized debt discount ( 714,600 ) – 1,285,400 576,693 Less: Current portion ( 1,285,400 ) ( 576,693 ) Long-term portion $ – $ – In February 2025, the Company entered into one (1) subscription agreement for convertible notes ($ 2,000,000 ) and warrants ( 416,667 shares of common stock) with a related party F. 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 $3.00 per share. The outstanding principal amount of convertible notes and unpaid interest is convertible at a fixed conversion price of $2.40. 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 F 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 costs as debt discount. The Company has accounted for the convertible debt at amortized cost under ASC 470-20. During the year ended December 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 ). F- 23 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 $2.16. The conversion price is a fixed price and the Company determined that conversion feature did not need to be bifurcated. The Company has accounted for the convertible debt at amortized cost under ASC 470-20. During the year ended December 31, 2025, the Company recognized interest expenses of $ 223,128 and $ 0 and amortization of debt discount of $ 1,109,487 and $ 0 , respectively. As of December 31, 2025 and 2024, the Company recorded accrued interest of $ 167,671 and $ 0 , respectively. Conversion In December 2025, a note holder converted convertible note issued in December 2024 of $ 576,693 and accrued interest of $ 55,457 into 292,663 shares of common stock. Note 13 – 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 30,000,000 shares are preferred stock. Preferred Shares Shares Outstanding The Company is authorized to issue up to 30,000,000 shares of Preferred Stock, par value $ 0.0001 per share. Series A Preferred Stock The Company originally designated 10,000,000 shares of its Preferred Stock as Series A Convertible Preferred Stock. On March 17, 2025, the Company amended and restated its Series A Convertible Preferred Stock to designate 10,000,000 shares of its Preferred Stock as Series A Preferred Stock, par value $ 0.0001 , with the following rights and privileges. Dividends . Holders of shares of Series A Preferred Stock are not entitled to receive dividends. Voting Rights . 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 of Directors. Other Rights . Shares of Series A Preferred Stock are not entitled to a liquidation preference. The holders of the Series A Preferred Stock may not be redeemed without the consent of the holders of the Series A Preferred Stock. The holder of the Series A Preferred Stock are not entitled to pre-emptive rights or subscription rights. As of December 31, 2025 and 2024, there were 1,666,667 shares of Series A Preferred stock issued and outstanding. F- 24 Series C Convertible Preferred Stock The Company has designated 10,000,000 shares of its Preferred Stock as Series C Convertible Preferred Stock with the following rights and privileges. Dividends . Holders of shares of Series C Convertible Preferred Stock are not entitled to receive dividends. Voting Rights . The holders of the Series C Convertible Preferred Stock are not entitled to vote. Conversion Rights . Each share of Series C Convertible Preferred Stock outstanding as such time shall be convertible, at the option of the holder thereof, at any time and from time to time, and without the payment of additional consideration by the holder thereof, into 3.3333 shares of the Common Stock of the Company (the “Conversion Ratio”). 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. Other Rights . The holders of the Series C Convertible Preferred Stock are not entitled to a liquidation preference. The holders of the Series C Convertible Preferred Stock may not be redeemed without the consent of the holders of the Series C Convertible Preferred Stock. The holder of the Series C Convertible Preferred Stock are not entitled to pre-emptive rights or subscription rights. In September 2025, the Company entered into Securities Purchase Agreements with certain investors for the issuance and sale (the “PIPE Offering”) of (i) 420,943 shares of its Series C Convertible Preferred Stock for an aggregate purchase price of approximately $ 5.4 million , net of proceeds and (ii) warrants (the “PIPE Warrants”) to purchase up to 701,563 shares of Common Stock at an offering price of $15.00 per share of Series C Convertible Preferred Stock and accompanying PIPE Warrant. The PIPE Warrants are exercisable immediately upon issuance at an exercise price of $6.00 per share and will expire five years from the date of issuance. In addition, the Company issued 105,233 placement agent warrants for a period of five years at an exercise price per share of $5.40. In October 2025, the Company entered into 2 nd PIPE Offering of (i) 193,968 shares of its Series C Convertible Preferred Stock for an aggregate purchase price of approximately $ 2.7 million , net of proceeds, and (ii) PIPE Warrants to purchase up to 323,276 shares of Common Stock at an offering price of $15.00 per share of Series C Convertible Preferred Stock and accompanying PIPE Warrant. The PIPE Warrants are exercisable immediately upon issuance at an exercise price of $6.00 per share and will expire five years from the date of issuance. In addition, the Company issued 48,491 placement agent warrants for a period of five years at an exercise price per share of $5.40. In addition, during the year ended December 31, 2025, the Company issued 355,257 shares of Series C Convertible Preferred Stock as follows: · 27,500 shares for purchase subscriptions of $ 260,000 , at prices of $4.00 or $6.00 per share · 241,507 shares for services, valued at $ 4,959,042 at market price on issuance dates. · 86,250 shares for compensation, valued at $ 1,638,629 at market price on issuance dates. During the year ended December 31, 2025, the holders of the Series C Convertible Preferred Stock converted 3,164,469 shares of the Company’s Series C Convertible Preferred Stock into 10,548,252 shares of the Company’s common stock. During the year ended December 31, 2024, the Company issued 728,470 shares of Series C Convertible Preferred Stock as follows: · 183,332 shares issued for stock payable of $ 500,000 . · 421,805 shares for purchase subscriptions of $ 1,845,000 , at prices of $4.00 to $6.00 per share. · 123,333 issued for services, valued at $ 1,196,000 at market price on issuance dates. As of December 31, 2025 and 2024, there were 807,668 and 3,001,969 shares of the Company’s Series C Convertible Preferred Stock issued and outstanding, respectively. F- 25 Subscription Received During the year ended December 31, 2023, the Company received $ 500,000 for subscriptions of 183,332 shares of Series C Convertible Preferred Stock. As of December 31, 2023, 183,332 shares were not issued and are recorded as preferred stock to be issued with value of $500,000 in equity. During the year ended December 31, 2024, the Company issued the 183,332 shares of Series C Convertible Preferred Stock. Common Stock The Company has authorized 1,000,000,000 shares of common stock with a par value of $ 0.0001 . Each share of common stock entitles the holder to one vote, in person or proxy, on any matter on which action of the stockholders of the corporation is sought. During the year ended December 31, 2025, the Company issued 12,382,051 shares of Common Stock as follows: · 10,548,252 shares for conversion of Series C Convertible Preferred Stock. · 1,630,354 shares for conversion of debt of $ 11,450,455 . · 37,667 shares for services, valued at $ 234,640 . · 165,419 shares for cashless exercise of warrants. · 359 shares for reverse stock split adjustment. During the year ended December 31, 2024, the Company issued 716,033 shares of Common Stock and cancelled 10,833,334 shares as follows: · 208,333 shares issued for compensation, valued at $ 1,074,750 at market price on issuance date. · 166,667 shares issued for services, valued at $ 787,249 at market price on issuance date. · 257,699 shares for conversion and settlement of debt of $ 1,112,355 at market price on issuance date. · 83,334 shares issued for common stock to be issued from fiscal year ended 2023 – to two directors of the Company. · 10,833,334 shares were cancelled by the former Company's President, valued at $ 6,500 . As of December 31, 2025 and 2024, there were 18,522,315 and 6,140,264 shares of the Company’s common stock issued and outstanding, respectively. Common Stock to be Issued On November 1, 2022, the Company’s Board of Directors approved the issuance of 41,667 shares of common stock to each of the two independent directors for their board services in support of the Company. The Company valued 83,334 shares of common stock at the market value of the Company’s common stock at approval date for the amount of $ 180,000 . During the year ended December 31, 2024, the Company issued 83,334 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 41,667 shares of common stock upon signing the agreement. The Company valued 41,667 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 41,667 shares to be issued were cancelled. F- 26 Restricted stock units (RSU) On June 27, 2025 (the “Effective Date”), the Company entered into the employment agreement with our Chief Operating Officer (“COO”), commencing on July 21, 2025. Under this agreement, the Company issued 150,000 restricted shares of the Common Stock as stock bonus. Shares shall vest one-fourth each anniversary of the Effective Date. The grant date fair value of shares is $ 1,799,970 . On September 22, 2025, the Company entered into the employment agreement with our new Chief Executive Officer (“CEO”), commencing on October 1, 2025 (the “Effective Date”). Under this agreement, the Company issued 300,000 restricted shares of the Common Stock as stock bonus. Shares shall vest one-fourth on first anniversary of the Effective Date and the remaining three-fourths on monthly basis over the following 36 months. The grant date fair value of shares is $ 1,698,000 . During the year ended December 31, 2025, the Company recorded compensation expense of $ 331,120 . As of December 31, 2025, unrecognized compensation cost for unvested equity awards was $ 3,166,850 . Management stock compensation (PSU) During 2025, the Company entered into employment and consulting agreements with our CEO, former CEO, COO and a Director. The stock compensation based on market capitalization condition is as follows: Market capitalization for 30 consecutive days Consulting agreement Former CEO and current Chairman Consulting agreement Director Employment agreement COO Employment agreement CEO $ 120,000,000 70,000 series C Convertible Preferred Stock 70,000 series C Convertible Preferred Stock – – $ 150,000,000 70,000 series C Convertible Preferred Stock 70,000 series C Convertible Preferred Stock 37,500 common stock 75,000 common stock $ 200,000,000 70,000 series C Convertible Preferred Stock 70,000 series C Convertible Preferred Stock 37,500 common stock 75,000 common stock $ 250,000,000 70,000 series C Convertible Preferred Stock 70,000 series C Convertible Preferred Stock 37,500 common stock 75,000 common stock $ 300,000,000 – – 37,500 common stock 75,000 common stock Fair value ($) 1,932,000 3,165,000 1,740,000 1,580,000 The Company used the Monte Carlo model to calculate the fair value of compensation and estimated a total of the grant date fair value of $ 8,417,000 . The Company records compensation expense over the term of a derived service period unless the condition is satisfied at an earlier date. During the year ended December 31, 2025, the Company recorded compensation expense of $ 5,809,402 . As of December 31, 2025, unrecognized compensation cost for unvested equity awards was $ 2,607,598 , which is expected to be recognized over a remaining weighted-average period of 0.38 years. As of December 31, 2025, none of the PSU’s have been achieved. F- 27 For the year ended December 31, 2025, the estimated fair values of the compensation measured used the following significant assumptions: Schedule of estimated fair values of the compensation 2025 Derived service period 0.51 - 1.05 year Risk-free interest rate 3.62 % - 3.97 % Stock price at valuation date $ 5.66 - 12.00 Expected average volatility 108.5 % - 151.0 % First Capitalization Thresholder per share price $ 6.85 - 14.28 Second Capitalization Thresholder per share price $ 8.56 - 19.02 Third Capitalization Thresholder per share price $ 11.42 - 23.82 Fourth Capitalization Thresholder per share price $ 14.27 - 28.56 Warrants The Company issued a total of 1,024,838 warrants for a period of five years at an exercise price per share of $ 6.00 in connection with Series C Convertible Preferred Stock under PIPE in September and October 2025. The Company recorded the warrants value of $ 2,644,636 to additional paid-in capital. In addition, the Company issued 153,724 placement agent warrants for a period of five years at an exercise price per share of $ 5.40 . The Company recorded the warrants value of $ 950,749 to additional paid-in capital as offering expenses. The Company issued a total of 848,963 warrants for a period of five years at an exercise price per share of $ 3.00 in connection with convertible notes in February 2025. The Company issued a total of 111,898 placement agent warrants at an exercise price per share of $ 2.64 for financing expense of convertible notes issued in 2025. 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 with a value of $ 2,482,169 to additional paid-in capital. The Company issued 666,668 warrants to our underwriter, for a period of five years at an exercise price per share of $ 0.06 for financial advisory services in March 2025. Each 166,667 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 270,010 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 value of $ 546,863 to additional paid in capital. We evaluate all warrants issued to determine the appropriate classification under ASC 480 and ASC 815. In addition to determining classification, we evaluate these instruments to determine if such instruments meet the definition of a derivative. The classification of all outstanding warrants, including whether such instruments should be recorded as equity, is evaluated at the end of each reporting period. The warrants are valued using a Black Scholes valuation model. The use of this valuation model requires the input of highly subjective assumptions. Any change to these inputs could produce significantly higher or lower fair value measurements. F- 28 The Company utilized the following assumptions: Schedule of fair value assumptions used to value its warrants using black-scholes model December 31, December 31, 2025 2024 Expected term 5.00 years 5.00 years Expected average volatility 49.0% - 117% 239.0% - 251.0% Risk-free interest rate 3.56% - 4.29% 3.79% - 4.30% Expected dividend yield – – A summary of activity of the warrants during the years ended December 31, 2025 and 2024 as follows: Schedule of activity of the warrants Warrants Outstanding Weighted Average Weighted Average Remaining Contractual Shares Exercise Price Life (in years) Outstanding, December 31, 2023 – $ – – Granted 270,010 0.50 5.00 Exercised – – – Forfeited/canceled – – – Outstanding, December 31, 2024 270,010 $ 0.50 4.61 Granted 2,806,091 3.51 5.02 Exercised ( 166,667 ) 0.06 – Canceled – – – Outstanding, December 31, 2025 2,909,434 $ 3.66 4.37 Exercisable, December 31, 2025 2,409,433 $ 4.41 4.41 The intrinsic value of the warrants as of December 31, 2025 is $ 12,846,759 . Note 14 - Income Taxes Components of income tax expense (benefit) are as follows for the years ended December 31, 2025 and 2024: Schedule of income tax expense (benefit) 2025 2024 Current $ – $ – Deferred – – Income tax benefit $ – $ – F- 29 The tax effects of temporary differences which give rise to the significant portions of deferred tax assets or liabilities are as follows at December 31, 2025 and 2024: Schedule of deferred tax assets or liabilities December 31, December 31, 2025 2024 Deferred tax assets and liabilities Net operating losses carried forward $ 8,133,000 $ 7,148,000 Allowance for doubtful debt – – Intangibles ( 67,000 ) ( 57,000 ) Total deferred tax asset 8,066,000 7,091,000 Less: valuation allowance ( 8,066,000 ) ( 7,091,000 ) Net deferred tax asset $ – $ – The Company will have approximately $ 40.0 million of gross net operating loss carry-forwards at December 31, 2025. Federal NOLs of approximately $14.6 million will expire in 2035 and 2036 and NOLs of approximately $25.4 million do not expire, however, NOLs are subject to 80% income limitation on use; state and local laws may vary by jurisdiction. Net deferred tax assets are mainly comprised of temporary differences between financial statement carrying amount and tax basis of assets and liabilities. ASC 740 requires a valuation allowance to reduce the deferred tax assets reported if, based on the weight of the evidence, it is more likely than not that some portion or all of the deferred tax assets will not be realized. At December 31, 2025 and 2024, respectively, a full valuation allowance was recognized. In addition, the Company performed a comprehensive review of its uncertain tax positions and determined that no adjustments were necessary relating to unrecognized tax benefits at December 31, 2025 and 2024. The Company’s federal and state income tax returns are subject to examination by taxing authorities for three years after the returns are filed, and as such the Company’s federal and state income tax returns remain open to examination. The reconciliation of the income tax benefit is computed at the U.S. federal statutory rate as follows: Schedule of reconciliation of the income tax benefit For the Years Ended December 31, 2025 2024 Statutory tax rate $ ( 7,735,905 ) 21.0 % $ ( 1,445,162 ) 21.0 % State tax rate ( 3,256,448 ) 8.8 % ( 608,344 ) 8.8 % Effect of change in income tax rate for deferred tax assets Effect of expenses not deductible for tax purpose 1,859,369 ( 5.0 % ) 121,214 ( 1.8 % ) Amortization ( 47,465 ) 0.1 % ( 31,075 ) 0.5 % Allowance for doubtful debt 5,416 0.0 % – 0.0 % Change in valuation allowance 9,175,033 ( 24.9 % ) 1,963,367 ( 28.5 % ) Effective income tax rate $ – 0.0 % $ – 0.0 % Note 15 – Commitments and Contingencies As part of the intellectual asset purchase agreement with MFB California, the Company is subject to royalties of 10% derived from gross invoiced sales of the MFB product excluding funds received for sales and use tax (Note 12). F- 30 Note 16 – Disaggregated revenue and Concentration During years ended December 31, 2025 and 2024, disaggregated revenue was as follows: Schedule of disaggregated revenue Years ended December 31, 2025 2024 Products sale $ 1,349,257 $ 626,389 Product installation service 1,032,150 181,983 $ 2,381,407 $ 808,372 During years ended December 31, 2025 and 2024, customer and supplier concentrations (more than 10%) were as follows: Revenue and accounts receivable Recurring customers do not represent a material percentage of our revenue and accounts receivable for the years ended December 31, 2025 and 2024. Schedule of revenue and accounts receivable Years ended December 31, 2025 2024 Number of customers (more than 10% of revenue) 0 4 Total revenue of top 5 customers 32.0 % 79.5 % December 31, December 31, 2025 2024 Number of customers (more than 10% of accounts receivable) 3 3 Total % of accounts receivable balance (more than 10%) 61.1 % 86.3 % Purchase and accounts payable Schedule of purchase and accounts payable Percentage of Purchases Percentage of For years ended Accounts payable for purchase December 31, December 31, December 31 2025 2024 2025 2024 Supplier A 43.0 % 33.1 % 98.8 % – Supplier B 3.5 % 12.3 % 1.2 % 74.5 % Supplier C – 23.8 % – – Supplier D 4.8 % 8.2 % – 25.5 % Supplier E 15.8 % – – – Total (as a group) 67.1 % 77.4 % 100.0 % 100.0 % F- 31 To reduce risk, the Company closely monitors the amounts due from its customers and assesses the financial strength of its customers through a variety of methods that include, but are not limited to, engaging directly with customer operations and leadership personnel, visiting customer locations to observe operating activities, and assessing customer longevity and reputation in the marketplace. As a result, the Company believes that its accounts receivable credit risk exposure is limited. Note 17 – Subsequent Events Management has evaluated subsequent events through March 30, 2026, which is the date these financial statements were available to be issued. Based on our evaluation no material events have occurred that require disclosure, except as follows: On February 27, 2026, related party F (see Note 12), extended their convertible promissory note until April 28, 2026. Pursuant to the extension, they charged a 1% amendment fee and agreed to release their security pledge against certain intangible assets of the Company. The Company issued common stock as follows: · 171,878 shares of common stock for conversion of debt and accrued interest valued at $412,500. · 180,708 shares of common stock for cashless exercise of 192,708 warrants. · 220,000 shares of common stock for acquisition of IP, valued at $1,775,400, which is recorded as additional paid in capital as of December 31, 2025. · 55,333 shares of common stock issued for services, valued at $443,377. F- 32 SIGNATURES Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized. CitroTech Inc. Dated: March 30, 2026 By: /s/ Wesley Bolsen Name: Wesley Bolsen Title: Chief Executive Officer (Principal Executive Officer) Dated: March 30, 2026 By: /s/ Nanuk Warman Name: Nanuk Warman Title: Chief Financial Officer (Principal Financial and Accounting Officer) Pursuant to the requirements of the Securities Exchange Act of 1934, this Report has been signed below by the following persons on behalf of the registrant and in the capacities and on the dates indicated. Signature Title Date / s / Wesley Bolsen Chief Executive Officer and Director March 30, 2026 Wesley Bolsen ( Principal Executive Officer) / s / Nanuk Warman Chief Financial Officer March 30, 2026 Nanuk Warman (Principal Financial and Accounting Officer) / s / Theodore Ralston Chairman of the Board March 30, 2026 Theodore Ralston / s / Jeffery Pomerantz Director March 30, 2026 Jeffery Pomerantz / s / Lorenzo Calinawan Director March 30, 2026 Lorenzo Calinawan / s / Craig Huff Director March 30, 2026 Craig Huff II- 1