What changed in this filing

/stocks — the workspaceLOADING

Item 1. Financial Statements

2026-08-10 compared with 2024-08-12 · 946 added, 364 removed, 151 unchanged (90% of the section changed)

Financial Statements.

General Enterprise Ventures, Inc.

CitroTech Inc.

(formerly General Enterprise Ventures, Inc.)

Index to Unaudited Interim Consolidated Financial

June 30, 2026

Consolidated Balance Sheets at June 30, 2026 and December 31, 2025

Consolidated Statements of Operations and Comprehensive Loss for the three and six months ended June 30, 2026 and 2025

Consolidated Statements of Changes in Stockholders’ Equity for the three and six months ended June 30, 2026 and 2025

Consolidated Statements of Cash Flows for the six months ended June 30, 2026 and 2025

Notes to Unaudited Interim Consolidated Financial Statements

CitroTech Inc.

(formerly General Enterprise Ventures, Inc.)

Consolidated Balance Sheets

Current Assets

Accounts receivable

Prepaid expenses

Accounts receivable, net

Prepaid expenses and other current assets

Total Current Assets

Equipment, net

Intangible assets

Non-Current Assets

Intangible assets, net

Operating lease right-of-use asset

Equipment, net

Security deposit

Total Non-Current Assets

Liabilities and Stockholders' Equity

1 unchanged sentence

Accounts payable and accrued liabilities

Promissory note

Convertible note payable

Deferred revenue

Convertible notes, net of discount

Convertible notes, net of discount - related parties

Due to related parties

Financing loan - current portion

Operating lease liability - current portion

Total Current Liabilities

Non-Current Liabilities

Financing loan

Operating lease liability

Total Non-Current Liabilities

Total Liabilities

Commitment and contingencies

Stockholders' Equity

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

Series C Convertible Preferred Stock, par value $ 0.0001 , designated 5,000,000 shares, 2,471,832 and 2,273,499 issued and outstanding, respectively

Common Stock par value $ 0.0001 , authorized 1,000,000,000 shares, 36,302,150 and 97,545,388 shares issued and outstanding, respectively

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

Series A Preferred Stock, par value $ 0.0001 , designated 10,000,000 shares, 0 and 1,666,667 shares issued and outstanding, respectively

Series C Convertible Preferred Stock, par value $ 0.0001 , designated 10,000,000 shares, 212,149 and 807,668 shares issued and outstanding, respectively

Common Stock, par value $ 0.0001 , authorized 1,000,000,000 shares, 22,512,974 and 18,522,315 issued and outstanding, respectively

Additional paid-in capital

Common Stock to be issued - 250,000 and 500,000 shares, respectively

Subscription received - 75,000 and 183,333 shares of Series C Preferred stock to be issued, respectively

Accumulated deficit

3 unchanged sentences

Total Liabilities and Stockholders' Equity

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

General Enterprise Ventures, Inc.

Consolidated Statement of Operations and Comprehensive Loss

The accompanying notes are an integral part of these

unaudited interim consolidated financial statements.

CitroTech Inc.

(formerly General Enterprise Ventures, Inc.)

Consolidated Statements of Operations and Comprehensive

Three Months Ended

Six months ended

Operating expenses

Cost of revenue (includes payments to related parties of $47,346 and $12,530, respectively and exclusive of amortization and depreciation shown separately below)

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

Cost of revenue - related parties

Amortization and depreciation

General and administration

Professional fees- related party

General and administrative

Advertising and marketing

Payroll and management compensation

Professional fees

Professional fees - related parties

Research and development expense

Total operating expenses

1 unchanged sentence

( 3,494,149 )

( 3,017,638 )

( 7,941,295 )

( 6,476,094 )

Other income (expense)

Interest expense

Loss on settlement of debt by issuing common stock

Total other income (expense)

Loss from operations before taxes

Interest expense - related party

Interest income

Financing expense

( 6,167,334 )

Financing expense - related party

( 2,511,855 )

Loss on fair value of derivative liability

( 2,973,000 )

( 3,777,767 )

Loss on sales of assets

Loss on settlement of debt

( 2,640,611 )

Total other expense

( 8,886,380 )

( 2,171,823 )

( 16,331,328 )

Loss before taxes

( 3,902,554 )

( 11,904,018 )

( 10,113,118 )

( 22,807,422 )

Provision for income taxes

1 unchanged sentence

$ ( 11,904,018 )

$ ( 10,113,118 )

$ ( 22,807,422 )

Comprehensive loss

1 unchanged sentence

$ ( 11,904,018 )

$ ( 10,113,118 )

$ ( 22,807,422 )

Net loss per common share - basic and diluted

Basic and diluted weighted average number of common shares outstanding

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

General Enterprise Ventures, Inc.

Consolidated Statements of Change in Stockholders’ Deficit

For the three months ended March 31, 2024

Convertible Series C

Preferred stock

Preferred Stock

The accompanying notes are an integral part of these

unaudited interim consolidated financial statements.

CitroTech Inc.

(formerly General Enterprise Ventures, Inc.)

Consolidated Statements of Changes in Stockholders’

For the three and six months ended June 30, 2026

Series C Convertible

Stockholders'

Balance - December 31, 2023

- December 31, 2025

$ 124,463,845

Series C Preferred Stock issued for cash

Series C Preferred Stock issued for services

Common stock issued for stock to be issued - management

Common stock issued for conversion and settlement of debt

Cancellation of comment stock -related party

$ ( 113,203,031 )

Common stock issued for conversion

Common stock issued for services

Common stock issued for cashless

exercise of warrants

Common stock issued for stock payable

Management stock compensation

Contributed capital

( 6,210,564 )

Balance - March 31, 2024

- March 31, 2026

$ 128,096,468

For the three months ended March 31, 2023

$ ( 119,413,595 )

Series A Preferred Stock exchanged

for Series C Preferred Stock and Series C Preferred Stock payable

( 1,666,667 )

Common stock issued for conversion

of Series C Preferred Stock

Common stock issued for services

Common stock issued for conversion

Common stock issued for exercise

Management stock compensation

Warrants issued for services

( 3,902,554 )

- June 30, 2026

$ 132,326,739

$ ( 123,316,149 )

The accompanying notes are an integral part of these

unaudited interim consolidated financial statements.

CitroTech Inc.

(formerly General Enterprise Ventures, Inc.)

Consolidated Statements of Changes in Stockholders’

For the three and six months ended June 30, 2025

Convertible Series C

Preferred stock

Stockholders'

1 unchanged sentence

$ ( 76,365,388 )

Common stock issued for services

Series C Preferred Stock issued for cash

Series C Preferred Stock issued for services

Series C Preferred Stock issued for compensation

Common stock issued for conversion of Series C Preferred Stock

Common stock warrants issued

( 10,903,404 )

Balance - March 31, 2025

( 87,268,792 )

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

General Enterprise Ventures, Inc.

Consolidated Statement of Cash Flows

Three months ended

Series C Preferred Stock issued for services

Series C Preferred Stock for compensation

Common stock issued for conversion of Series C Preferred Stock

Common stock issued for services

Common stock issued for conversion of debts

Management stock compensation

( 11,904,018 )

Balance - June 30, 2025

$ 101,361,931

$ ( 99,172,810 )

The accompanying notes are an integral part of these

unaudited interim consolidated financial statements.

CitroTech Inc.

(formerly General Enterprise Ventures, Inc.)

Consolidated Statements of Cash Flows

Six months ended

Cash Flows from Operating Activities:

2 unchanged sentences

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

Common stock-based compensation

Series C Preferred stock-based compensation

Stock-based compensation

Stock-based compensation - related party

Bad debt expense recovery

Non-cash lease expenses

Depreciation and amortization

Amortization and depreciation

Amortization of debt discount

Loss on settlement of debt

Loss on fair value of derivative liability

Loss on disposal of equipment

Changes in operating assets and liabilities:

Accounts receivable

Prepaid expense

Related party advances funding operating expense

Prepaid expenses and other current assets

Security deposit

Accounts payable and accrued liabilities

Due to related parties

Accrued interest - related parties

Deferred revenue

Operating lease liabilities

Net Cash used in Operating Activities

( 3,842,728 )

( 1,925,535 )

Cash Flows from Investing Activities:

Purchase of equipment

Sale of equipment

Net Cash provided by (used in) Investing Activities

Cash Flows from Financing Activities:

Proceeds from loan - related party

Proceed from issuance Series C Preferred Stock

Proceeds from exercise of warrants

Proceeds from convertible notes and warrants

Proceeds from convertible note and warrants - related party

Payments of deferred offering costs

Contributed capital

Repayment of loan - related party

Proceeds from issuance of Series C Preferred Stock and warrants

Repayment of financing loan

Net Cash provided by Financing Activities

Change in cash

( 3,749,289 )

Cash, beginning of period

4 unchanged sentences

Non-Cash Financing Disclosure:

Series A Preferred Stock exchanged for Series C Preferred Stock and Series C Preferred Stock payable

Common stock issued upon conversion of Series C Preferred stock

Common stock issued for conversion and settlement of debt

Common stock issued for stock to be issued - management

Series C Preferred stock issued for subscription received

Cancellation comment stock -related party

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

General Enterprise Ventures, Inc.

Notes to (Unaudited) Consolidated Financial Statements

March 31, 2024

Note 1 – Organization, Business and Going Concern

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

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

and all entities included in our consolidated financial statements.

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

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

in Delaware as a wholly owned subsidiary of the Company.

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

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

GEVI is the accounting and legal acquiror of the Company.

On October 17, 2021, the Board of Directors approved the corporate name change from General Entertainment Ventures, Inc.

to General Enterprise Ventures, Inc.

Corporate Changes

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

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

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

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

MFB has 56 patents pertaining to its CitroTech MFB 31 Technology™ (“CitroTech” or the “MFB Technology”) for the prevention and spread of wildfires.

When CitroTech is applied it converts flammable fuels like dry native vegetation and wood into non-combustible materials.

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

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

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

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

Management is experienced in business integration and branding potential.

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

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

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

Debt modification

Warrants issued in conjunction with convertible debts

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

Recognition of derivative liability as debt discount

Transfer from inventory to property and equipment

Acquisition of property and equipment as financing loan

The accompanying notes are an integral part of these

unaudited interim consolidated financial statements.

CitroTech Inc.

(formerly General Enterprise Ventures, Inc.)

Notes to Unaudited Interim Consolidated Financial

June 30, 2026

Note 1 – Organization, Business and

Going Concern

Our consolidated financial statements are prepared on a going concern basis, which contemplates the realization of assets and the satisfaction of liabilities and commitments in the normal course of business.

The Company has incurred losses since inception and has a net loss of 3,519,710 and $ 433,018 in revenues for the three months ended March 31, 2024, and has a working capital deficiency of $ 209,071 as of March 31, 2024.

In addition, the Company has been dependent on related parties to fund operations and has an amount owing to related parties of $ 1,309,077 outstanding at March 31, 2024.

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

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

During the three months ended March 31, 2024, the Company completed financings from the issuance of Series C preferred stock, generating net proceeds of $ 165,000 .

However, the Company’s existing cash resources and income from operations, are not expected to provide sufficient funds to carry out the Company’s operations and business development through the next twelve (12) months.

Management plans to continue to raise funds and complete an Initial Public Offering (IPO) to support our operations in 2024 and beyond.

However, no assurances can be given that we will be successful.

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

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

Note 2 – Summary of Significant Accounting Policies

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 from 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 unaudited

interim consolidated financial statements.

We develop and manufacture environmentally

sustainable, non-toxic, long-term fire-inhibiting products for use in industrial and wildfire defense applications.

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.

Liquidity and Going Concern

The accompanying unaudited interim consolidated financial

statements of the Company have been prepared assuming the Company will continue as a going concern and in accordance with generally accepted

accounting principles in the United States of America.

The going concern basis of presentation assumes that the Company will continue

in operation one year after the date these financial statements are issued and will be able to realize its assets and discharge its liabilities

and commitments in the normal course of business.

At June 30, 2026, the Company had cash of approximately

$ 2.5 million, working capital of $ 3.3 million, and an accumulated deficit of $ 123.3 million.

For the six months ended June

30, 2026, the Company incurred a net loss of $ 10.1 million and used approximately $ 3.8 million of cash in operating activities.

The Company's ability to continue as a going concern depends on its ability to scale commercial sales.

Management believes that current

cash is not sufficient to fund commercial-scale production and the related working capital requirements for the next twelve months.

conditions raise substantial doubt about the Company's ability to continue as a going concern for a period of one year following the issuance

date of these unaudited interim consolidated financial statements.

To alleviate these conditions, management is currently

evaluating various funding alternatives and may seek to raise additional funds through the issuance of equity or debt securities.

seek additional sources of financing, there can be no assurance that such financing would be available to us on favorable terms or at

Our ability to obtain additional financing in the capital markets is subject to several factors, including market and economic conditions,

our performance and investor sentiment with respect to us and our industry.

Note 2 – Summary of Significant Accounting

Basis of Presentation

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

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

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

(a) the financial position;

(b) the result of operations;

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

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

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

Our unaudited interim consolidated financial statements

and accompanying notes are prepared in accordance with generally accepted accounting principles in the United States of America (“GAAP”)

for interim financial information and with the instructions to Form 10-Q and Regulation S-X.

Accordingly, the unaudited interim consolidated

financial statements do not include all of the information and footnotes required by generally accepted accounting principles for complete

financial statements.

However, except as disclosed herein, there has been no material change in the information disclosed in the Notes

to Consolidated Financial Statements included in the Annual Report on Form 10-K of CitroTech Inc.

for the year ended December 31,

In the opinion of management, the accompanying unaudited

interim consolidated financial statements contain all adjustments, consisting of only normal recurring adjustments, necessary for a fair

statement of its financial position as of June 30, 2026 and its results of operations for the three and six months ended June 30, 2026

and 2025, and cash flows for the six months ended June 30, 2026 and 2025.

The balance sheet at December 31, 2025, was derived from audited

annual financial statements but does not contain all of the footnote disclosures from the annual financial statements.

The accompanying unaudited interim consolidated financial

statements should be read in conjunction with the audited consolidated financial statements and related notes included in the Company’s

Annual Report on Form 10-K, for the year ended December 31, 2025, as filed with the SEC on March 30, 2026.

Principles of Consolidation

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

The consolidated financial statements include the

accounts of CitroTech Inc., and its wholly owned subsidiaries.

Intercompany transactions and balances have been eliminated.

For the three months ended March 31, 2023, the company restated the consolidated financial statements for the calculation of amortization on intangible assets.

The impact on the Consolidated Statement of Operations and Comprehensive Loss of the restatement is as follows:

Three Months Ended

March 31, 2023

Amortization and depreciation

Total operating expense

Loss from operations

$ ( 353,436 )

$ ( 415,248 )

Net loss and comprehensive loss

$ ( 353,611 )

$ ( 415,423 )

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

Three months ended

March 31, 2023

Cash Flows from Operating Activities:

$ ( 353,611 )

$ ( 415,423 )

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

Depreciation and amortization

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

March 31,2023

Stockholders' Equity:

Accumulated deficit

$ ( 59,735,011 )

$ ( 59,796,823 )

Total Stockholders' Equity:

Reclassification

For the three months ended March 31,2024 and 2023, certain amounts have been reclassified to improve the clarity and comparability of the Consolidated Financial Statements.

An adjustment has been made to the Consolidated Statements of Operations and Comprehensive Loss and for the three ended March 31,2024 and 2023, to reclassify partial operating expenses to cost of revenue, and to separately disclose professional service provided by related party from line-item professional service to professional fees- related party.

The impact on the Consolidated Statement of Operations and Comprehensive Loss, with no change to the restated loss from operations or net loss, respectively, as follows:

Three Months Ended

March 31, 2024

March 31, 2023

As Reclassified

Cost of revenue

Operating Expenses

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

Amortization and depreciation

General and administration

Professional fees- related party

Professional fees

( 1,511,550 )

Total operating expenses

(*) Originally as filed for March 31, 2023 and restated for the change for amortization of intangible assets.

Certain amounts have been reclassified to improve

the clarity and comparability of the financial statements.

These reclassifications had no impact on previously reported total assets,

liabilities, equity, net income (loss), or cash flows for any periods presented.

Use of Estimates

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.

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.

Cash and Cash Equivalents

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

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

The Company had cash of $ 371,095 and $ 549,755 at March 31, 2024 and December 31, 2023, respectively.

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

The amount in excess of the FDIC insurance as of March 31, 2024 was approximately $ 112,000 .

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

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 June 30, 2026 and

December 31, 2025.

The Company had cash of $ 2.5 million and $ 6.3 million at June 30, 2026 and December 31, 2025, 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 June 30, 2026, was approximately $ 1.9 million.

The Company has not experienced losses on account balances and management believes,

based upon the quality of the financial institutions, that the credit risk with regard to these deposits is not significant.

Accounts Receivable

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

The allowance for doubtful accounts is the Company’s best estimate of the amount of probable credit losses in its existing accounts receivable.

The Company maintains allowances for doubtful accounts 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.

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.

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

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

As of March 31, 2024 and December 31, 2023, the Company held inventories of $ 188,791 and $ 230,197 , respectively.

The Company did not write-off any inventories as unsalable during the three months ended March 31, 2024 and 2023.

During the three months ended June 30, 2026, the Company

recovered $ 20,000 of previously reserved accounts receivable.

Accordingly, the Company reversed the related allowance for credit losses,

which was recorded as a reduction of general and administrative expenses.

As of June 30, 2026, the Company determined that the remaining

reserved accounts receivable balance was uncollectible and wrote it off against the existing allowance for credit losses.

The allowance

for credit losses was $ 0 and $ 340,950 as of June 30, 2026 and December 31, 2025, respectively.

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:

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

Level 1—Observable inputs that reflect quoted market prices (unadjusted) for identical assets or liabilities in active markets;

1 unchanged sentence

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

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

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

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

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.

Revenue related to contracts with customers is evaluated utilizing the following steps:

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.

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 June 30, 2026 and December 31, 2025, 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.

Related Parties

The Company follows ASC 850 , “Related Party

Disclosures,” for the identification of related parties and disclosure of related party transactions.

The Company recognizes revenue from its contracts

with customers in accordance with ASC 606 – Revenue from Contracts with Customers.

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.

Revenue related to contracts with customers is evaluated

utilizing the following steps:

Identify the contract, or contracts, with a customer;

3 unchanged sentences

Recognize revenue when the Company satisfies a performance obligation.

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

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

For the six months ended June 30, 2026, 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 when 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 June 30, 2026 and December 31, 2025, total

deferred revenue was $ 21,394 and $ 3,000 , respectively.

Deferred revenue is expected to be recognized as revenue within the third

and fourth quarters of 2026.

Cost of Revenue

For the three months ended March 31, 2024, and 2023, cost of revenue consists of:

For the three and six months ended June 30, 2026

and 2025, cost of revenue consisted of:

Schedule of cost of revenue

Three Months Ended

Six months ended

Cost of inventory

4 unchanged sentences

Basic and Diluted Net Loss Per Common Share

Basic earnings (loss) per common share is computed by dividing net income (loss) available to common shareholders by the weighted-average number of shares of common stock outstanding during the period.

Diluted earnings per common share is computed by dividing income available to common shareholders by the weighted-average number of shares of common stock outstanding during the period increased to include the number of additional shares of common stock that would have been outstanding if potentially dilutive securities had been issued.

For the three months ended March 31, 2024, and 2023, the following common stock equivalents were excluded from the computation of diluted net loss per share as the result of the computation was anti-dilutive.

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 period.

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.

For the six months ended June 30, 2026 and 2025, 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

Convertible notes

Convertible Series C Preferred Stock

Convertible Series A Preferred Stock (1)

10,000,000,000

10,019,196,467

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

For the three months ended March 31, 2024 and 2023 the reconciliation to net loss per common share basic and the anti-dilutive impact on net loss per share, are as follows:

Common Stock warrants

Series C Convertible Preferred Stock

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 three and six months ended June 30, 2026

and 2025, stock-based compensation was recognized as follows:

Schedule of stock-based compensation

Three Months Ended

$ ( 3,519,710 )

$ ( 415,423 )

Net Loss - diluted

$ ( 3,519,710 )

$ ( 415,423 )

Weighted average common shares outstanding

Effect of dilutive shares

Convertible notes

Preferred stock

10,019,002,023

10,113,361,855

Net income per common share:

Six months ended

Management compensation

Professional fees

Professional fees - related party

Financing expense

Financing expense - related party

Stock-based compensation

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.

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

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

earlier date.

Recently Issued Accounting Pronouncements

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

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

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

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

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

Note 3 – Equipment

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

Furniture and equipment

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 this standard on our disclosures.

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

The Company is currently evaluating the impact of adopting ASU 2025-11.

In December 2025, the FASB issued ASU No.

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.

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.

Recently adopted accounting pronouncement

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.

update is effective for annual periods beginning after December 15, 2025, including interim periods within those fiscal years.

adopted ASU 2025-05, as of January 1, 2026, and applied the new disclosure requirements prospectively to the current annual period.

adoption of this ASU did not have an impact on our consolidated financial statements.

Note 3 – Inventory

As of June 30, 2026 and December 31, 2025, inventory

consisted of the following:

Schedule of inventory

Finished goods

Raw materials

The Company did no t write-off any inventories

as unsalable for the six months ended June 30, 2026 and 2025.

Note 4 – Prepaid expenses

As of June 30, 2026 and December 31, 2025, prepaid

expenses consisted of the following:

Schedule of prepaid expenses

Legal retainer

Research and development expense

Advertising and marketing

Other prepaid operating expenses

Deposit on purchase of inventories

Prepaid expenses

Note 5 – Equipment, net

As of June 30, 2026 and December 31, 2025, equipment

consisted of the following:

Schedule of property plant and equipment

Equipment gross

accumulated depreciation

Property and equipment, net

During the three months ended March 31, 2024, and 2023, the Company recorded depreciation of $ 660 and $ 264 , respectively.

Note 4 – Intangible Assets

The Company has capitalized the costs associated with acquiring the intellectual property of MFB at a value of $ 4,195,353 as of March 31, 2024 and December 31, 2023, respectively.

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

During the year ended December 31, 2023 and three months ended March 31, 2024, no additional costs met the criteria for capitalization as an intangible asset.

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

Equipment, net

During the three and six months ended June 30, 2026

and 2025, the Company recorded depreciation as follows.

Schedule of depreciation

Three Months Ended

Six months ended

During the six months ended June 30, 2026, the

Company purchased equipment for $ 10,727 .

During the six months ended June 30, 2025, the Company purchased vehicles and equipment for $ 381,817 ,

of which $ 118,776

were purchased with a financing loan, and transferred vehicles from inventory of $7 4,827 due

to a change of use in 2025.

During the six months ended June 30, 2026, the Company

sold and disposed of vehicles and equipment with a net book value of $ 98,353 .

In connection with these dispositions, the Company received

cash from sale of equipment of $ 12,500 , settled the related finance loan of $ 67,725 and paid $ 15,051 for settlement of finance loan, and

settled other current liability of $ 922 , resulting in a loss on disposal of $ 32,257 .

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 %.

In June 2026, the Company sold the vehicle with a net book value of $ 83,489

and paid $ 15,051

to settle finance loan of $ 67,725 .

As a result, the Company recorded loss on disposal of $ 30,815 .

During the three and six months ended June 30, 2026

and 2025, the Company recorded interest expense as follows:

Schedule of interest expense

Three Months Ended

Six months ended

Interest expense

As of June 30, 2026 and December 31, 2025, the Company

had a financing loan of $ 81,113 and $ 163,381 , 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 an

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 June 30, 2026 and December 31, 2025, finite

lived intangible assets consisted of the following:

Schedule of finite lived intangible assets

Acquired patents (19)

Patent and technology assets

Non-compete agreements

Accumulated amortization

Intangible assets, net

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

Estimated future amortization expense for finite lived

intangibles are as follows:

Schedule of estimated future amortization expense

Year ending December 31,

2024 (excluding the three months ended March 31, 2024)

As of March 31, 2024, the weighted-average useful life is 16 .00 years.

During the three months ended March 31, 2024 and 2023, the amortization expense was $ 63,175 and $ 61,812 , respectively.

Note 5 – Lease

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

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

The following summarizes right-of-use asset and lease information about the Company’s operating lease for the three months ended March 31, 2024 and 2023:

2026 (remaining six months)

Intangible assets, net

As of June 30, 2026, the weighted-average useful life

is 13.59 years.

During the three and six months ended June 30,

2026 and 2025, the amortization expense was as follows:

Schedule of amortization expense

Three Months Ended

Six months ended

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

The Company recorded

a security deposit of $ 36,991 .

For the three and six months ended June 30, 2026 and

2025, the components of lease expense were as follows:

Operating lease expense

Short-term lease expense

Total lease expense

Supplemental cash flow information related to leases was as follows:

Schedule of right-of-use asset and lease information

Three Months Ended

Six months ended

Operating lease cost

Short-term lease cost

Variable lease cost

Total lease cost

Supplemental cash flow information related to leases

was as follows:

Schedule of supplemental cash flow information related to leases

Six months ended

Cash paid for operating cash flows from operating leases

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

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

Weighted-average discount rate — operating leases

Supplemental balance sheet information related to leases was as follows:

Operating lease right-of-use asset

Operating lease liabilities:

Current portion

Non-current portion

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

The following table outlines maturities of our lease

liabilities as of June 30, 2026:

Schedule of maturities of lease liabilities

Year ending December 31,

2024 (excluding the three months ended March 31, 2024)

2026 (remaining six months)

Operating leases, future minimum payments due

Imputed interest

Operating lease liabilities

Note 6 – Convertible Note

On September 30, 2022, the Company entered into a convertible note agreement for the amount of $ 54,000 , with term of six (6) months from the date of receipt of the funds, at interest rate of 2 % per annum.

At the sole option of the Lender, all or part of unpaid principal then outstanding may be converted into shares of common stock at any time starting 24 hours after payment at a fixed conversion price of $ 0.18 per share.

As of March 31, 2024 and December 31, 2023, following is the summary of funds received from the lender:

Note 8 – Convertible Notes

The components of convertible notes as of June 30,

2026 and December 31, 2025, were as follows:

Schedule of components of convertible notes

Maturity date

August 11, 2022

September 2, 2022

April 1, 2023

Due on demand

February 15, 2025

February 15, 2026

Total Convertible notes

Unamortized debt discount

Current portion

Long-term portion

During the three months ended March 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 456,762 shares of common stock.

The fair market value of the common shares converted was $126,655 at the issuance date, as a result, the Company recognized a loss on debt settled by common stock of $ 103,255 .

During the three months ended March 31, 2024, and 2023, the Company recognized interest expenses of $ 135 and $ 175 , respectively.

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

Note 7 – Promissory Note

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

During the three months ended March 31, 2024, the Company recognized $ 750 interest.

During the three months ended March 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 .

During the three and six months ended June 30, 2026

and 2025, the Company recognized interest expense and amortization of debt discount as follows:

Schedule of interest expense and amortization of debt

Three Months Ended

Six months ended

Interest expense

Amortization of debt discount

As of June 30, 2026 and December 31, 2025, the Company

recorded accrued interest of $ 0 and $ 32,773 , respectively.

In February 2026, seven (7) note holders

converted convertible notes issued in February 2025 of $ 375,000

and accrued interest of $ 37,500

shares of common stock with a conversion price of $2.40.

As a result, the Company settled convertible notes and accrued interest of

and recorded loss on settlement of debt of $ 847,366 .

Note 9 – Accounts payable and accrued

As of June 30, 2026 and December 31, 2025, accounts

payable and accrued liabilities consisted of the following:

Schedule of accounts payable and accrued liabilities

Accounts payable

Accrued interest

Sales tax payable

Other liabilities

Payroll liability

Accounts payable and accrued liabilities

Note 10 – Related Party Transactions

The related parties had material transactions for the three months ended March 31, 2024 and 2023, consist of the following:

The related parties that had material transactions

for the six months ended June 30, 2026 and 2025, consist of the following:

Related Party

Nature of Relationship to the Company

Significant shareholdings owned by a corporation (greater than 10%)

Owner of related party A

Chief Executive Officer (CEO) of the Company

Company owned by related party E

Significant shareholder (greater than 10%)

MFB Ohio board advisor

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

An Ohio Corporation - a significant shareholder

Owner of A and our Chairman of the Board

A California Corporation owned by a related party D

Significant shareholder and our Chief Technology Officer through March 31, 2026

Former Director and Chief Executive Officer of GEVI Insurance Holdings Inc.

A Delaware limited liability company controlled by a Director and significant shareholder

A company controlled by our Chief Financial Officer

As of June 30, 2026 and December 31, 2025, amounts

owing to related parties consists as follows:

Schedule of expenses to related parties and their nature

Related Party

During the three months ended March 31, 2024 and 2023, related party A advanced to the Company an amount of $ 0 and $ 185,000 for working capital proposes and $ 0 and $ 49,052 for operating expenses paid directly to vendors, on behalf of the Company, respectively.

As of March 31, 2024 and December 31, 2023, the Company was obliged to related parties A and B, for unsecured, non-interest-bearing demand loans with a balance of $ 1,309,077 .

For the three months ended March 31, 2024 and 2023, expenses to related parties and their nature, consists as follows:

Nature of transaction

Operating expenses paid on behalf of the Company

Accrued interest related to convertible note related party

Consulting fees

For the three and six months ended June 30, 2026

and 2025, expenses to related parties and their nature consists of:

Three Months Ended

Financial Statement

Related Party

Nature of transaction

Cash paid for management fee

General and administration

Financial Statement Line Item

Payment of operating expenses on behalf of the Company

Due to related party

Repayment of loan

Due to related party

Cash paid for consulting fees

Professional fees - related party

Cash paid for consulting and advisory fees

Cost of revenue

Cash paid for management fee

Professional fees - related party

Cash paid for royalty and sales commissions

Cost of revenue

250,000 shares of common stock issued for advisory fee

Cost of revenue - related party

Cash paid for consulting fees

Professional fees - related party

500,000 shares of common stock issued for advisory fee

69,007 Series C preferred stock for services

Financing expense

Professional service - accounting

Professional fees - related party

150,000 shares of common stock issued for advisory fee

Six Months Ended

Related Party

Nature of transaction

Financial Statement Line Item

150,000 Series C preferred stock for consulting fee

Professional fees - related party

250,000 shares of common stock issued for advisory fee

Payment of operating expenses on behalf of the Company

Operating expenses

Repayment of loan

Due to related party

Cash paid for consulting fees

Professional fees - related party

Cash paid for consulting and advisory fees

Cost of revenue - related party

Cash paid for royalty and sales commissions

Cost of revenue - related party

Cash paid for consulting fees

Professional fees - related party

30,000 Series C preferred stock for management compensation

Management compensation

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

Professional fees - related party

100,000 shares of common stock issued for advisory fee

69,007 Series C preferred stock for services

Financing expense

Edgar filing expense

General and administrative

Professional service - accounting

Professional fees - related party

Contributed Capital

In February 2026, the Company received payments

from related party B, totaling $ 96,258

related to disgorgement of short-swing profits under Section 16(b) of the Securities Exchange Act of 1934, as amended.

recognized these proceeds as a capital contribution and the amounts were recorded as an increase to additional paid-in capital on

the unaudited interim consolidated balance sheets.

Convertible note – related party

The components of convertible notes as of June 30,

2026 and December 31, 2025, were as follows:

Schedule of convertible debt related party

Maturity date

February 2025

April 28, 2026

Total Convertible notes

Unamortized debt discount

Current portion

( 1,285,400 )

Long-term portion

In February 2025, the Company entered into one (1)

subscription agreement for convertible note ($ 2,000,000 ) and warrants (416,667 shares of common stock) with related party F.

convertible note has 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 note 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.

On February 27, 2026, related party F 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.

As a result, the principal amount became $ 2,222,000 , including

accrued interest of $ 200,000 and 1% fee of $ 22,000 .

The Company evaluated the modification of terms under

ASC 470-50, “Debt - Modification and Extinguishment”, and concluded that the extension of the maturity dates did not result

in a substantial change and consequential changes to the economic substance of the debt and thus resulted in a modification of the debt

and not extinguishment of the debt.

Accordingly, no gain or loss on debt extinguishment was recorded.

During the three and six months ended June 30, 2026

and 2025, the Company recognized interest expense and amortization of debt discount as follows:

Schedule of interest expense and amortization of debt discount

Three Months Ended

Six months ended

Interest expense - related party

Amortization of debt discount - related party

In April 2026, related party F converted a convertible

note with accrued interest of $ 35,917 into 940,799 shares of common stock with a conversion price of $ 2.40 .

As of June 30, 2026 and December 31, 2025, the Company

recorded accrued interest of $ 0 and $ 167,671 , respectively.

Note 11 – Stockholders’ Equity

Preferred Shares

Preferred Stock

Shares Outstanding

The Company is authorized to issue up to 15,000,000 shares of Preferred Stock, par value $ 0.0001 per share.

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.

Issued and outstanding Series A Convertible Preferred stock as of March 31, 2024 and December 31, 2023, was 10,000,000 .

On March 29, 2024, the Company amended and restated its Series A Convertible Preferred Stock to designate 10,000,000 shares of its Preferred Stock as Series A Preferred Stock, par value $0.0001, with the following rights and privileges .

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

The Company designated 10,000,000 shares

of its Preferred Stock as Series A Preferred Stock, par value $ 0.0001 , with the following rights and privileges.

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 stockholders.

Each share of Series

A Preferred Stock is entitled to 1,000 votes on all matters submitted to a vote of the holders of Common Stock, voting together

with the holders of Common Stock as a single class.

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

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

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

Board of Directors.

Other Rights .

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.

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

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

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

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

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

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

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

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 holders of the Series A Preferred Stock are not entitled to pre-emptive rights or

subscription rights.

Share exchange

On May 28, 2026, the Company entered into Stock Exchange

and Stockholders Agreements (the “Exchange Agreements”) with the holders (the “Holders”) of the Company’s

outstanding Series A Preferred Stock.

Pursuant to the Exchange Agreements, the Company reacquired an aggregate of 1,666,667 shares of

Series A Preferred Stock.

At closing, the Company issued 103,558 shares of Series C Convertible Preferred Stock to BoltRock Holdings,

LLC (“BRH”), and agreed to issue 467,012 shares of Series C Preferred Stock to TC Special Investments LLC (“TCSI”)

on the date that is 18 months after closing, unless issued earlier in connection with a change of control of the Company which, under

the TCSI Exchange Agreement, includes the appointment of Theodore S.

Ralston to the Company’s board of directors (collectively,

the “Exchange Shares”).

As a result, the Company recorded the 103,558 shares of Series C Preferred Stock issued to BRH, and

the Series C Preferred Stock payable representing the 467,012 shares to be issued to TCSI, as additional paid-in capital.

As of June 30, 2026 and December 31, 2025, there

and 1,666,667 ,

respectively, shares of Series A Preferred stock issued and outstanding.

Series C Convertible Preferred Stock

The Company has designated 5,000,000 shares of its Preferred Stock as Series C Convertible Preferred Stock with the following rights and privileges.

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

The Company has designated 10,000,000 shares

of its Preferred Stock as Series C Convertible Preferred Stock with the following rights and privileges.

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.

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 20 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.

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

Each share of Series

C Convertible Preferred Stock outstanding 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.

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

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

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

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

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

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

During the three months ended March 31, 2024, the Company issued 198,333 shares of Series C Preferred Stock as follow;

108,333 shares issued for stock payable of $ 320,000 .

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

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

Subscription received

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

As of March 31, 2024 and December 31, 2023, 75,000 and 183,333 shares were not issued and are recorded as preferred stock to be issued with value of $180,000 and $ 500,000 in equity, respectively.

Subsequently on April 24, 2024, the Company issued 74,999 shares of Convertible Series C Preferred Stock.

As of March 31, 2024, and December 31, 2023, there were 2,471,832 and 2,273,499 shares of the Company’s Convertible Series C Preferred Stock issued and outstanding, respectively.

The Company has authorized 1,000,000,000 shares of common stock with a par value of $ 0.0001 .

Each share of common stock entitles the holder to one vote, in person or proxy, on any matter on which action of the stockholders of the corporation is sought.

During the three months ended March 31, 2024, the Company issued 3,756,762 shares of Common Stock and cancelled 65,000,000 shares as follow;

2,000,000 shares issued for services, valued at $ 1,702,000 at market price on issuance date.

1,506,762 shares for conversion and settlement of debt of $ 1,085,148 at market price on issuance date.

250,000 shares for stock to be issued, to a company director, originally valued at $ 90,000 .

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

As of March 31, 2024 and December 31, 2023, there were 36,302,150 and 97,545,388 shares of the Company’s common stock issued and outstanding, respectively.

Stock-Based Compensation

On June 13, 2022, the Company issued 70,000,000 Restricted Stock Awards (“RSAs”) to a member of the board of directors and President of the Company.

Set out below is a summary of the changes in the Restricted Shares during the three months ended March 31, 2024:

Weighted-Average

Balance, December 31, 2023

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 holders of the Series C Convertible

Preferred Stock are not entitled to pre-emptive rights or subscription rights.

During the six months ended June 30, 2026, the Company

issued 103,558 shares of Series C Convertible Preferred Stock to BRH and 467,012 shares to be issued to TCSI.

During the six months ended June 30, 2025, the Company

issued 344,007 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

· 236,507 shares for services, valued at $ 4,860,875

at market price on issuance dates.

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

at market price on issuance dates.

During the six months ended June 30, 2026, the holders

of the Convertible Series C Preferred Stock converted 699,077 shares of the Company’s Convertible Series C Preferred Stock

into 2,330,273 shares of the Company’s common stock, respectively.

As of June 30, 2026 and December 31, 2025, there were 212,149

and 807,668 shares of the Company’s Series C Convertible Preferred Stock issued and outstanding, respectively.

The Company has authorized 1,000,000,000 shares

of common stock with a par value of $ 0.0001 .

Each share of common stock entitles the holder to one vote, in person or proxy, on any matter

on which action of the stockholders of the corporation is sought.

During the six months ended June 30, 2026, the Company

issued 3,990,659 shares of Common Stock as follows:

· 2,330,273 shares for conversion of 699,077 shares

of Series C Preferred Stock

· 1,112,677 shares for conversion of debt of $ 3,517,783

· 55,333 shares for service, valued at $ 443,377

· 189,042 shares for cash and cashless exercise

of warrants, for cash proceeds of $ 25,002

· 220,000 shares for stock payable for acquisition

of IP, valued at $ 1,775,400 , which was recorded as additional paid in capital as of December 31, 2025.

· 83,334 shares for management compensation valued

During the six months ended June 30, 2025, the Company

issued 29,245,272 shares of common stock as follows:

shares for conversion of Series C Preferred Stock.

shares for conversion of debt of $ 5,604,442 .

shares for services, valued at $ 19,000 .

As of June 30, 2026 and December 31, 2025, there were 22,512,974 and 18,522,315 shares

of the Company’s common stock issued and outstanding, respectively.

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.

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 three and six months ended June 30, 2026,

the Company recorded compensation expense of $ 218,623 and $ 437,246 , respectively.

As of June 30, 2026, unrecognized compensation cost

for unvested equity awards was $ 2,729,603 .

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:

capitalization for

30 consecutive days

Consulting agreement

CEO and Chairman

Consulting agreement

agreement COO

agreement CEO

Series C Convertible Preferred Stock

completion of Initial Term;

awards survive termination

completion of Initial Term;

awards survive termination

if terminated for cause or resignation

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.

three and six months ended June 30, 2026, the Company recorded compensation expense of $ 517,372 and $ 2,414,927 , respectively.

June 30, 2026, unrecognized compensation cost for unvested equity awards was $ 192,671 which is expected to be recognized over a

remaining weighted-average period of 0.24 years.

As of June 30, 2026, market capitalization performance

conditions had been achieved with respect to certain outstanding equity incentive awards.

Theodore Ralston, the Company’s former

Chief Executive Officer, and BoltRock Holdings, LLC, a Company controlled by the Company’s Chairman, each became eligible to receive

140,000 shares of Series C Convertible Preferred Stock, but each has elected to defer receipt of such shares.

In addition, Wesley Bolsen,

the Company’s Chief Executive Officer, and Andrew Hotsko, the Company’s Chief Operating Officer, became eligible to receive

75,000 and 37,500 shares of common stock, respectively, subject to approval by the Compensation Committee.

No shares underlying these

awards had been issued as of June 30, 2026.

For the year ended December 31, 2025, the estimated

fair values of the awards were measured using the following significant assumptions:

Schedule of significant assumptions

Derived service period

0.51 - 1.05 year

Risk-free interest rate

3.62% - 3.97%

Balance, March 31, 2024

As of December 31, 2023, 70,000,000 shares issued to a member of the board of directors and President of the Company are restricted (the “Restricted Stock Award”) and shall be released only upon the Company achieving gross revenue in each of the calendar years ended December 31, 2023, 2024, 2025 and 2026, of not less than $100,000,000.

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

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

Common Stock to be Issued

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

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

As of March 31, 2024, and December 31, 2023, 250,000 and 500,000 shares were not yet issued and are recorded as common stock to be issued of $ 90,000 and $ 180,000 in equity, respectively.

Note 10– Commitments and Contingencies

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

Note 11 – Concentration

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

Stock price at valuation date

Expected average volatility

108.5% - 151.0%

First Capitalization Threshold per share price

Second Capitalization Threshold per share price

Third Capitalization Threshold per share price

11.42 - 23.82

Fourth Capitalization Threshold per share price

14.27 - 28.56

In April 2026, the Company issued 46,250

warrants to a related party F for services.

The warrant is for a period of five

years at an exercise price per share of $ 3.00 .

The Company recorded the warrants value of $ 361,801

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

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

Any change to these inputs could produce significantly

higher or lower fair value measurements.

The Company utilized the following assumptions:

Schedule of assumptions

Expected term

Expected average volatility

Risk-free interest rate

Expected dividend yield

A summary of activity of the warrants during the six

months ended June 30, 2026 is as follows:

Schedule of activity of the warrants

Warrants Outstanding

Weighted Average

Weighted Average Remaining Contractual Life

Exercise Price

Outstanding, December 31, 2025

Outstanding, June 30, 2026

Exercisable, June 30, 2026

The intrinsic value of the warrants as of June 30,

2026 is approximately $ 5 .0 million.

Note 12 – Disaggregated revenue and

Concentration

During the three and six months ended June 30, 2026

and 2025, disaggregated revenue was as follows:

Schedule of disaggregated revenue

Three Months Ended

Six months ended

Products sale

Product installation service

During the three and six months ended June 30, 2026

and 2025, customer and supplier concentrations (more than 10%) were as follows:

Revenue and accounts receivable

Percentage of Revenue

Percentage of

For Three Months ended

Accounts receivable

Total (as a group)

Purchase and accounts payable

Percentage of Purchase

Recurring customers do not represent a material percentage

of our revenue for the three and six months ended June 30, 2026 and 2025 and accounts receivable as of June 30, 2026 and December 31,

Schedule of revenue and accounts receivable

Three months ended

Six months ended

Number of customers (more than 10% of revenue)

Total revenue of top 5 customers

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

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

Purchase and accounts payable for Inventory

Schedule of purchase and accounts payable

Percentage of Purchases

Percentage of

For three months ended

Accounts Payable

For six months ended

Accounts payable for purchase

Total (as a group)

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.

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 13 – Segment

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.

Schedule of segment assets

Three Months Ended

Six months ended

Operating expenses

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

Cost of revenue - related parties

Amortization and depreciation

General and administrative

Advertising and marketing

Payroll and management compensation

Professional fees

Professional fees - related parties

Research and development expense

Total operating expenses

Loss from operations

( 3,494,149 )

( 3,017,638 )

( 7,941,295 )

( 6,476,094 )

Note 14 – Subsequent Events

Management evaluated all additional events through May 15, 2024, which is the date the financial statements were available to be issued.

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

Management has evaluated subsequent events through

August 7, 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:

· Issuance of 37,500 common shares to our

COO for RSU vesting

· Issuance of 3,000 common shares to a consultant

valued at $16,800

Compared sentence by sentence after normalising whitespace, quotation marks, case and digits, so re-formatting and restated figures do not read as changed language. Wording changes appear as one removal and one addition. The current filing and the prior one are authoritative.

What changed 10-Q/A

Item 1. Financial Statements