ThZeal - The Zeal

gevi_10q.htm

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

Form 10-Q

(Mark One)

☒	QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

	For the quarterly period ended: March 31, 2025

☐	TRANSITION REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

	For the transition period from ___________ to ___________

Commission File Number: 000-56567

General Enterprise Ventures, Inc.

(Exact name of registrant as specified in its charter)

Wyoming

87-2765150

(State or other jurisdiction of

incorporation or organization)

(IRS Employer

Identification No.)

1740H Del Range Blvd, Suite 166

Cheyenne, WY

82009

(Address of principal executive offices)

(Zip Code)

(800) 401-4535

(Registrant’s telephone number, including area code)

___________________________________________________________

(Former name, former address and former fiscal year, if changed since last report)

Securities registered pursuant to Section 12(b) of the Act: None

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes ☒ No ☐

Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files). Yes ☒ No ☐

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act.

Large accelerated filer	☐	Accelerated filer	☐
Non-accelerated Filer	☒	Smaller reporting company	☒
		Emerging growth company	☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act) YES ☐ NO ☒

Indicate the number of shares outstanding of each of the issuer’s classes of common stock, as of the latest practicable date.

63,030,961 shares of common stock issued and outstanding as of May 15, 2025.

TABLE OF CONTENTS

PART I - FINANCIAL INFORMATION
		Page
Item 1.	Financial Statements	3
Item 2.	Management’s Discussion and Analysis of Financial Condition and Results of Operations	26
Item 3.	Quantitative and Qualitative Disclosures About Market Risk	34
Item 4.	Controls and Procedures	34

PART II - OTHER INFORMATION

Item 1.	Legal Proceedings	35
Item 1A.	Risk Factors	35
Item 2.	Unregistered Sales of Equity Securities and Use of Proceeds	35
Item 3.	Defaults Upon Senior Securities	35
Item 4.	Mine Safety Disclosures	35
Item 5.	Other Information	35
Item 6.	Exhibits	36

SIGNATURES		37

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PART I - FINANCIAL INFORMATION

Item 1. Financial Statements

GENERAL ENTERPRISE VENTURES, INC.

UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS

		Page
Balance Sheets as of March 31, 2025 and December 31, 2024		4
Statements of Operations and Comprehensive Loss		5
Statements of Changes in Stockholder’s Equity		6
Statements of Cash Flows		7
Notes to Financial Statements		8

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General Enterprise Ventures, Inc.

Consolidated Balance Sheets

(Unaudited)

	March 31,			December 31,
	2025			2024
	(Unaudited)
Assets
Current Assets
Cash	$	3,740,336		$	775,133
Accounts receivable, net		745,769			317,455
Inventory		312,484			324,657
Prepaid expenses and other current assets		60,902			74,129
Deferred offering costs		149,452			126,104
Total Current Assets		5,008,943			1,617,478

Non-Current Assets
Intangible assets, net		3,637,508			3,699,491
Operating lease right-of-use asset		28,430			49,347
Equipment, net		339,879			111,374
Security deposit		36,991			-
Total Assets	$	9,051,751		$	5,477,690

Liabilities and Stockholders' Equity
Current liabilities
Accounts payable and accrued liabilities	$	530,472		$	186,984
Deferred revenue		157,236			-
Convertibles notes, net of discount		541,905			196,077
Convertibles notes - related parties		783,456			576,693
Accrued interest - related parties		31,206			-
Financing loan		-			96,849
Derivative liability		2,887,000			1,055,233
Operating lease liability		28,830			50,047
Total Current Liabilities		4,960,105			2,161,883

Total Liabilities		4,960,105			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,
10,000,000 shares issued and outstanding		1,000			1,000
Series C Convertible Preferred Stock, par value $0.0001, designated 10,000,000 shares,
2,450,138 and 3,001,969 issued and outstanding, respectively		245			300
Common Stock, par value $0.0001, authorized 1,000,000,000 shares,
52,378,201 and 36,841,581 shares issued and outstanding, respectively		5,238			3,684
Additional paid-in capital		91,353,955			79,676,211
Accumulated deficit		(87,268,792	)		(76,365,388	)
Total Stockholders' Equity		4,091,646			3,315,807
Total Liabilities and Stockholders' Equity	$	9,051,751		$	5,477,690

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

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General Enterprise Ventures, Inc.

Consolidated Statements of Operations and Comprehensive Loss

(Unaudited)

	Three months ended
	March 31,
	2025			2024

Revenue	$	969,382		$	433,018

Operating expenses
Cost of revenue, exclusive of amortization and depreciation shown separately below		556,970			96,869
Cost of revenue - related parties		95,290			47,346
Amortization and depreciation		74,539			63,835
General and administration		211,202			97,325
Advertising and marketing		104,496			90,406
Salary and management compensation		638,423			25,000
Professional fees		627,318			1,180,379
Professional fees - related parties		2,119,600			1,468,404
Total operating expenses		4,427,838			3,069,564

Loss from operations		(3,458,456	)		(2,636,546	)

Other income (expense)
Interest expense		(410,791	)		(885	)
Interest expense - related party		(62,056	)		-
Financing expense		(6,167,334	)		-
Change in fair value of derivative liability		(804,767	)		-
Loss on settlement of debt		-			(882,279	)
Total other expense		(7,444,948	)		(883,164	)

Loss from operations before taxes		(10,903,404	)		(3,519,710	)

Provision for income taxes		-			-
Net loss	$	(10,903,404	)	$	(3,519,710	)

Comprehensive loss	$	(10,903,404	)	$	(3,519,710	)

Net loss per common share - basic and diluted	$	(0.23	)	$	(0.04	)
Basic and diluted weighted average number of common shares outstanding		47,889,844			92,232,946

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

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General Enterprise Ventures, Inc.

Consolidated Statements of Change in Stockholders’ Equity

(Unaudited)

For the three months ended March 31, 2025

	Convertible Series A				Convertible Series C										Additional						Total
	Preferred stock				Preferred stock						Common Stock				Paid-In			Accumulated			Stockholders'
	Shares		Amount		Shares			Amount			Shares		Amount		Capital			Deficit			Equity

Balance - December 31, 2024		10,000,000	$	1,000		3,001,969		$	300			36,841,581	$	3,684	$	79,676,211		$	(76,365,388	)	$	3,315,807

Series C Preferred Stock issued for cash		-		-		27,500			3			-		-		259,997			-			260,000
Series C Preferred Stock issued for services		-		-		167,500			17			-		-		2,349,003			-			2,349,020
Series C Preferred Stock issued for compensation		-		-		30,000			3			-		-		420,717			-			420,720
Common stock issued for conversion of Series C Preferred Stock		-		-		(776,831	)		(78	)		15,536,620		1,554		(1,476	)		-			-
Common stock warrants issued		-		-		-			-			-		-		8,649,503			-			8,649,503
Net loss		-		-		-			-			-		-		-			(10,903,404	)		(10,903,404	)
Balance - March 31, 2025		10,000,000	$	1,000		2,450,138		$	245			52,378,201	$	5,238	$	91,353,955		$	(87,268,792	)	$	4,091,646

For the three months ended March 31, 2024

	Series A Preferred stock				Convertible Series C Preferred stock				Common Stock						Preferred Stock to be			Common Stock to be			Additional Paid-In		Accumulated			Total Stockholders'
	Shares		Amount		Shares		Amount		Shares			Amount			issued			issued			Capital		Deficit			Equity

Balance - December 31, 2023		10,000,000	$	1,000		2,273,499	$	227		97,545,388		$	9,755		$	500,000		$	180,000		$	72,427,996	$	(69,483,666	)	$	3,635,312

Series C Preferred Stock issued for cash		-		-		158,333		16		-			-			(320,000	)		-			484,984		-			165,000
Series C Preferred Stock issued for services		-		-		40,000		4		-			-			-			-			695,996		-			696,000
Common stock issued for stock to be issued - management		-		-		-		-		250,000			25			-			(90,000	)		89,975		-			-
Common stock issued for conversion and settlement of debt		-		-		-		-		1,506,762			150			-			-			1,084,998		-			1,085,148
Cancellation of comment stock -related party		-		-		-		-		(65,000,000	)		(6,500	)		-			-			6,500		-			-
Common stock issued for services		-		-		-		-		2,000,000			200			-			-			1,701,800		-			1,702,000
Net loss		-		-		-		-		-			-			-			-			-		(3,519,710	)		(3,519,710	)
Balance - March 31, 2024		10,000,000	$	1,000		2,471,832	$	247		36,302,150		$	3,630		$	180,000		$	90,000		$	76,492,249	$	(73,003,376	)	$	3,763,750

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

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General Enterprise Ventures, Inc.

Consolidated Statements of Cash Flows

(Unaudited)

	Three months ended
	March 31,
	2025			2024

Cash Flows from Operating Activities:
Net loss	$	(10,903,404	)	$	(3,519,710	)
Adjustments to reconcile net loss to net cash used in operating activities:
Stock-based compensation		2,769,740			2,398,000
Financing expense		6,167,334			-
Non-cash lease expenses		20,917			19,602
Depreciation and amortization		74,539			63,835
Amortization debt discount		376,678			-
Loss on settlement of debt		-			882,279
Change in fair value of derivative		804,767			-
Changes in operating assets and liabilities:
Accounts receivable		(428,314	)		(253,532	)
Inventory		(83,124	)		41,406
Prepaid expense and other current assets		21,933			(792	)
Security deposit		(36,991	)		-
Accounts payable and accrued liabilities		334,782			44,554
Accrued interest - related parties		31,206			-
Deferred revenue		157,236			-
Operating lease liabilities		(21,217	)		(19,302	)
Net Cash used in Operating Activities		(713,918	)		(343,660	)

Cash Flows from Investing Activities:
Purchase of equipment		(26,988	)		-
Net Cash used in Investing Activities		(26,988	)		-

Cash Flows from Financing Activities:
Proceeds from convertible notes		1,909,000			-
Proceeds from convertible note - related party		1,776,082			-
Deferred offering cost		(23,348	)		-
Proceeds from issuance Series C Preferred Stock		260,000			165,000
Repayment of financing loan		(215,625	)		-
Net Cash provided by Financing Activities		3,706,109			165,000

Change in cash		2,965,203			(178,660	)
Cash, beginning of period		775,133			549,755
Cash, end of period	$	3,740,336		$	371,095

Supplemental Disclosure Information:
Cash paid for interest	$	5,584		$	-
Cash paid for taxes	$	-		$	-

Non-Cash Financing Disclosure:
Common stock issued upon conversion of Series C Preferred stock	$	1,553		$	-
Common stock issued for conversion and settlement of debt	$	-		$	1,085,148
Common stock issued for stock to be issued - management	$	-		$	90,000
Series C Preferred stock issued for subscription received	$	-		$	320,000
Cancellation comment stock - related party	$	-		$	6,500
Warrants issued in conjunction with convertible debt	$	2,482,169		$	-
Recognition of derivative liability as debt discount	$	1,027,000		$	-
Transfer from inventory to property and equipment	$	95,297		$	-
Acquisition of property and equipment as financing loan	$	118,776		$	-

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

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General Enterprise Ventures, Inc.

Notes to Unaudited Consolidated Financial Statements

March 31, 2025

Note 1 – Organization, Business and Going Concern

General Enterprise Ventures, Inc., was originally incorporated under the laws of the State of Nevada on March 14, 1990. On June 3, 2021, after approval by the board of directors and shareholders of the Company, the Company was redomiciled to the State of Wyoming. On October 11, 2021, after approval by the board of directors and shareholders of the Company, the Company was renamed General Enterprise Ventures, Inc., in the State of Wyoming. When used in these notes, the terms “GEVI,” “Company,” “we,” “us” and “our” mean General Enterprise Ventures, Inc. and all entities included in our unaudited consolidated financial statements.

Corporate Changes

Effective June 25, 2024, the Company formed and organized a wholly owned subsidiary, GEVI Insurance Holdings Inc., an Ohio corporation (“GEVI Insurance”), to enter the wildfire insurance markets utilizing the Company’s flame retardant and flame suppression product. Effective February 21, 2025, the Company formed MFB Insurance Company, Inc., a Hawaii corporation and organized it as a wholly owned subsidiary of GEVI Insurance to act as a captive insurance company to enter the wildfire insurance market.

Business

Our product is CitroTech™, which is utilized in wildfire defense and to treat lumber to inhibit fire. In addition, we are developing a coating to treat lumber during manufacture prior to distribution. Our product is sustainable, because it is made of food-grade ingredients derived from corn, fruits and other renewable sources. Our current customer base is mainly comprised of homeowners, developers and fire departments. Homeowners and developers use our product to proactively spray wood framing during construction to treat the property prior to the occurrence of fires. We install systems to deploy our product remotely to provide a buffer zone around properties to prevent combustion. Fire Departments use our product to proactively spray around controlled burns and areas that traditionally have active wildfire risk to prevent expansion of the burn area.

Going Concern

Our unaudited consolidated financial statements are prepared on a going concern basis, which contemplates the realization of assets and the satisfaction of liabilities and commitments in the normal course of business. The Company has incurred losses since inception and has a net loss of approximately $10.9 million and revenue of $1.0 million for the three months ended March 31, 2025. The Company also has working capital of approximately $49,000 as of March 31, 2025. These conditions raise substantial doubt about the Company’s ability to continue as a going concern within one year after the date that the unaudited consolidated financial statements are issued.

Management recognizes that the Company must obtain additional resources to successfully implement its business plans. During the three months ended March 31, 2025, the Company completed financings from the issuance of Series C preferred stock, and convertible notes, generating net proceeds of approximately $3.9 million. However, the Company’s existing cash resources and income from operations, are not expected to provide sufficient funds to carry out the Company’s operations and business development through the next twelve (12) months.

Management plans to continue to raise funds and complete a public offering to support our operations in 2025. However, no assurances can be given that we will be successful. If management is not able to timely and successfully raise additional capital and/or complete a public offering, the implementation of the Company’s business plan, financial condition and results of operations will be materially affected. These unaudited consolidated financial statements do not include any adjustments relating to the recoverability and classification of recorded asset amounts and classification of liabilities that might be necessary should the Company be unable to continue as a going concern.

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Note 2 – Summary of Significant Accounting Policies

Basis of Presentation

The accompanying unaudited interim consolidated financial statements have been prepared in accordance with generally accepted accounting principles in the United States of America for interim financial information and with the instructions to Form 10-Q and Regulation S-X. Accordingly, the unaudited interim financial statements do not include all of the information and footnotes required by generally accepted accounting principles for complete financial statements.

In the opinion of management, all adjustments consisting of normal recurring entries necessary for a fair statement of the periods presented for: (a) the financial position; (b) the result of operations; and (c) cash flows, have been made in order to make the unaudited interim financial statements presented not misleading. The results of operations for such interim periods are not necessarily indicative of operations for a full year. The accompanying unaudited interim consolidated financial statements should be read in conjunction with the unaudited consolidated financial statements and related notes included in the Company’s Annual Report on Form 10-K, for the year ended December 31, 2024, as filed with the SEC on March 31, 2025.

Principles of Consolidation

The unaudited interim consolidated financial statements include the accounts of General Enterprise Ventures, Inc., and its wholly owned subsidiaries. Intercompany transactions and balances have been eliminated.

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 flame retardant and flame suppression company for the residential home industry.

Our CEO assesses performance and decides how to allocate resources primarily based on consolidated net income, which is reported on our Consolidated Statements of Operations. Total assets on the Consolidated Balance Sheets represent our segment assets.

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

Periodically, the Company may carry cash balances at financial institutions more than the federally insured limit of $250,000 per institution. The amount in excess of the FDIC insurance as of March 31, 2025, was approximately $2.7 million. The Company has not experienced losses on account balances and management believes, based upon the quality of the financial institutions, that the credit risk with regard to these deposits is not significant.

Accounts Receivable

Trade accounts receivable are recorded at the invoiced amount and do not bear interest. This value includes an appropriate allowance for estimated uncollectible accounts to reflect any expected loss on the trade accounts receivable balances and charged to the provision for doubtful accounts. The Company maintains allowances for doubtful accounts for estimated losses resulting from the inability of its customers to make the required payments for services. 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 three months ended March 31, 2025 and 2024, the Company recorded no bad debt expense, and no allowance for credit losses as of March 31, 2025 and December 31, 2024.

Fair Value of Financial Instruments

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.

The Company’s financial instruments, including cash, accounts receivable, prepaid expenses, accounts payable and accrued liabilities, and loans payable, are carried at historical cost. As of March 31, 2025 and December 31, 2024, the carrying amounts of these instruments approximated their fair values because of the short-term nature of these instruments.

Convertible Notes

The Company bifurcates conversion options from their host instruments and accounts for them as free-standing derivative financial instruments if certain criteria are met. The criteria include circumstances in which (a) the economic characteristics and risks of the embedded derivative instrument are not clearly and closely related to the economic characteristics and risks of the host contract, (b) the hybrid instrument that embodies both the embedded derivative instrument and the host contract is not re-measured at fair value under otherwise applicable generally accepted accounting principles with changes in fair value reported in earnings as they occur and (c) a separate instrument with the same terms as the embedded derivative instrument would be considered a derivative instrument.

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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.

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.

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 three months ended March 31, 2025, our revenues currently consist of a sale of product used for lumber products for fire prevention and an installation of self-contained sprinkler systems. Revenue is recognized at a point in time, that is which the risks and rewards of ownership of the product transfer from the Company to the customer.

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Deferred revenue

Deferred revenue consists of advanced payments for our service that have not been rendered. Revenue is recognized when service is rendered. As of March 31, 2025 and December 31, 2024, total deferred revenue was $157,236 and $0, respectively. Deferred revenue is expected to be recognized as revenue within the second quarter of 2025.

Cost of Revenue

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

	Three months ended
	March 31,
	2025		2024
Cost of inventory	$	516,443	$	76,196
Freight and shipping		160		2,530
Consulting and advisory-related party		4,000		4,200
Royalty and sales commission-related party		91,290		43,146
Rent expense		40,367		18,143
Total cost of revenue	$	652,260	$	144,215

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, 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.

	March 31,		March 31,
	2025		2024
	Shares		Shares
Convertible notes		15,029,424		-
Common stock warrants		11,385,125		-
Convertible Series C Preferred Stock		49,002,760		47,562,284
		75,417,309		47,562,284

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.

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

	March 31,		December 31
	2025		2024
Legal fees	$	71,825	$	52,131
General and administrative expenses		77,627		73,973
Total	$	149,452	$	126,104

Share-Based Compensation

The Company accounts for employee and non-employee stock awards under ASC 718, Compensation – Stock Compensation, whereby equity instruments issued to employees for services are recorded based on the fair value of the instrument issued and those issued to nonemployees are recorded based on the fair value of the consideration received or the fair value of the equity instrument, whichever is more reliably measurable. Equity grants are amortized on a straight-line basis over the requisite service periods, which is generally the vesting period. If an award is granted, but vesting does not occur, any previously recognized compensation cost is reversed in the period related to the termination of service.

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

	Three months ended
	March 31,
	2025		2024
Management compensation	$	420,720	$	-
Professional fees		2,349,020		975,250
Professional fees - related party		-		1,422,750
Financing expense		6,167,334		-
	$	8,937,074	$	2,398,000

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

Recently Issued Accounting Pronouncements

In November 2024, the FASB issued ASU 2024-03, “Income Statement-Reporting Comprehensive Income-Expense Disaggregation Disclosures” (Subtopic 220-40): Disaggregation of Income Statement Expenses, requiring public entities to disclose additional information about specific expense categories in the notes to the financial statements on an interim and annual basis. ASU 2024-03 is effective for fiscal years beginning after December 15, 2026, and for interim periods beginning after December 15, 2027, with early adoption permitted. The Company is currently evaluating the impact of adopting ASU 2024-03.

In March 2024, the FASB issued ASU 2024-02 "Codification Improvements – Amendments to Remove References to the Concepts Statements" ("ASU 2024-02"), which contains amendments to the Codification to remove references to various FASB Concepts Statements. In most instances, the references are extraneous and not required to understand or apply the guidance. Generally, ASU 2024-02 is not intended to result in significant accounting changes for most entities. ASU 2024-02 is effective for the Company for fiscal years beginning after December 15, 2024. The Company does not expect this update to have a material impact on its financial statements.

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In December 2023, the FASB issued ASU 2023-09, “Income Taxes” (Topic 740): Improvements to Income Tax Disclosures, which requires, among other things, additional disclosures primarily related to the income tax rate reconciliation and income taxes paid. The expanded annual disclosures are effective for our year ending December 31, 2025. The Company is currently evaluating the impact that ASU 2023-09 will have its financial statements and whether we will apply the standard prospectively or retrospectively.

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

Note 3 – Inventory

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

	March 31,		December 31,
	2025		2024
Finished goods	$	94,101	$	50,469
WIP		983		-
Raw materials		202,123		274,188
Inventory in transit (*)		15,277		-
	$	312,484	$	324,657

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

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

Note 4 – Equipment, net

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

	March 31,			December 31,
	2025			2024
Cost:
Equipment	$	9,366		$	9,366
Vehicles		361,216			120,155
		370,582			129,521
Less: accumulated depreciation		(30,703	)		(18,147	)
Equipment, net	$	339,879		$	111,374

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

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

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Financing loan

The Company had a financing loan for the purchase of vehicle for the year ended December 31, 2024. The loan repayment is $1,898 per month for the first 36 months and then $2,590 per month for 30 months with an interest rate of $11.54%. For the three months ended March 31, 2025, the Company repaid $101,478, of which $4,629 is for interest. In March 2025, the Company fully paid this financing loan.

The Company had a financing loan for the purchase of vehicle in January 2025. A repayment of loan schedule was $1,977 per month for the 72 months with an interest rate of $10.84%. For the three months ended March 31, 2025, the Company repaid $104,732, of which $955 is for interest. In March 2025, the Company fully paid this financing loan.

Note 5 – Intangible Assets, net

In 2022, the Company acquired the intellectual property of MFB California, 19 patents centered around its MFB Technology for the prevention and spread of wildfires.

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

	March 31,			December 31,
	2025			2024
Patents	$	4,195,353		$	4,195,353
Accumulated amortization		(557,845	)		(495,862	)
Intangible assets, net	$	3,637,508		$	3,699,491

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

December 31,
2025 (remaining nine months)	$	185,948
2026		247,931
2027		247,931
2028		247,931
2029		247,931
Thereafter		2,459,836
	$	3,637,508

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

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

Note 6 – Lease

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 January 2025, the Company entered into an operating lease for our office and warehouse. The commencement date is April 1, 2025, and the termination date is March 31, 2030. The Company records a security deposit of $36,991. As of March 31,2024, no right-of-use asset and liabilities have been recognized for this lease.

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Short-term lease

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

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

	March 31,
	2025		2024
The components of lease expense were as follows:
Operating lease cost	$	21,498	$	21,498
Short-term lease cost		29,593		6,651
Variable lease cost		2,732		-
Total lease cost	$	53,823	$	28,149

Supplemental cash flow information related to leases was as follows:

	Three months ended
	March 31,
	2025			2024
Cash paid for operating cash flows from operating leases	$	33,530		$	21,198

Weighted-average remaining lease term - operating leases (year)		0.33			1.33
Weighted-average discount rate — operating leases		6.50	%		6.50	%

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

Year ending December 31,
2025 (remaining four months)	$	29,064
Thereafter		-
		29,064
Less: Imputed interest		(234	)
Operating lease liabilities	$	28,830

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Note 7 – Convertible Notes

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

				Effective			Stated
	Principal			Interest			Interest			March 31,			December 31,
Payment date	Amount		Maturity date	Rate			Rate			2025			2024
July 15, 2024	$	795,000	July 15, 2025		390	%		10	%	$	795,000		$	795,000
August 15, 2024	$	326,000	August 15, 2025		398	%		10	%		326,000			326,000
November 15, 2024	$	100,000	November 15, 2025		511	%		10	%		100,000			100,000
December 15, 2024	$	75,000	December 15, 2025		815	%		10	%		75,000			75,000
February 7, 2025	$	1,500,000	February 7, 2026		416	%		10	%		1,500,000			-
February 15, 2025	$	575,000	February 15, 2026		511	%		10	%		575,000			-
Total Convertible notes										$	3,371,000		$	1,296,000
Less: Unamortized debt discount											(2,829,095	)		(1,099,923	)
											541,905			196,077
Less: Current portion											(541,905	)		(196,077	)
Long -term portion										$	-		$	-

On July 15, 2024 and August 15, 2024, the Company entered into seventeen (17) convertible notes ($1,121,000) and warrants (1,401,250 shares of common stock). The convertible notes have a term of twelve (12) months, at an interest rate of 10% per annum and warrants are with a term of five (5) years, at exercise price of $0.50 per share. The outstanding principal amount of convertible notes and unpaid interest is convertible at conversion price of the lesser of (i) $0.40 or (ii) a 30% discount to the price of shares issued in connection with a qualified financing. In November and December, the Company entered into three (3) convertible notes ($175,000) and warrants (218,750 shares of common stock). The Company paid 8% financing fee of $89,680, accrued fee of $14,000 and recorded financing fee as debt discount.

In February 2025, the Company entered into eleven (11) convertible notes ($2,075,000) and warrants (2,593,750 shares of common stock). The convertible notes have a term of twelve (12) months, at an interest rate of 10% per annum and warrants are with a term of five (5) years, at exercise price of $0.50 per share. The outstanding principal amount of convertible notes and unpaid interest is convertible at conversion price of the lesser of (i) $0.40 or (ii) a 30% discount to the price of shares issued in connection with a qualified financing. The Company paid 8% financing fee of $166,000 recorded financing fee as debt discount.

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

During the three months ended March 31, 2025 and 2024, the Company recognized interest expenses of $60,258 and $135 and amortization of debt discount of $345,828 and $0, respectively. As of March 31, 2025 and December 31, 2024, the Company recorded accrued interest of $110,981 and $50,723, respectively.

The Company determined that the conversion feature met the definition of a liability in accordance with ASC Topic No. 815-40, Derivatives and Hedging - Contracts in Entity's Own Stock and therefore bifurcated the embedded conversion option once the note becomes convertible and accounted for it as a derivative liability. The fair value of the conversion feature was recorded as a debt discount and “day 1” derivative loss for the excess amount of debt discount and amortized to interest expense over the term of the note.

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Note 8 – Derivative Liability

Fair Value Assumptions Used in Accounting for Derivative Liabilities

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

The Company determined our derivative liabilities to be a Level 3 fair value measurement and used the Binomial Lattice model to calculate the fair value as of March 31, 2025 and December 31, 2024.

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

	March 31,		December 31
	2025		2024
Expected term	0.21 – 1 year		0.29 years
Risk-free interest rate	4.02 – 4.30	%		4.15	%
Stock price at valuation date	0.89 – 1.20		$	0.73
Expected average volatility	97.5 – 146.5			95.41	%

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

Fair Value Measurements Using Significant Observable Inputs (Level 3)
Balance - December 31, 2024	$	1,055,233
Addition of new derivatives recognized as debt discounts		1,027,000
Loss on change in fair value of the derivative		804,767
Balance - March 31, 2025	$	2,887,000

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Note 9 – Accounts payable and accrued liabilities

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

	March 31,		December 31,
	2025		2024
Accounts payable	$	363,060	$	48,195
Accrued interest		111,041		51,663
Credit card		13,376		4,540
Sales tax payable		30,648		11,737
Other liabilities		12,347		70,849
	$	530,472	$	186,984

Note 10 – Related Party Transactions

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

Related Party		Nature of Relationship to the Company
A		An Ohio limited liability company - a significant shareholder
B		Owner of A and our Chief Executive Officer of the Company from April 1, 2025
C		Chief Executive Officer of the Company until March 31, 2025 and Vice President of Operations from April 1, 2025.
D		A California limited liability company owned by a related party E
E		Significant shareholder and our Chief Technology Officer
F		Director and Chief Executive Officer of GEVI Insurance Holdings Inc.
G		A Delaware limited liability company – Series A Preferred shareholder
H		Subsidiary - MFB Ohio board advisor, resigned during 2024
I		Subsidiary - MFB Ohio board advisor, resigned during 2024
J		Subsidiary - MFB Ohio board advisor
K		Subsidiary - MFB Ohio board advisor
L		Subsidiary - MFB Ohio board advisor

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

	Three Months Ended
	March 31
Related Party	2025		2024		Nature of transaction	Financial Statement Line Item
A	$	14,220	$	-	Interest payable related to Convertible note	Interest expenses - related party
A	$	2,103,600	$	-	150,000 Series C preferred stock for consulting fee	Professional fees - related party
C	$	141,500	$	25,000	Cash paid for management fee	Management compensation
D	$	16,000	$	16,800	Cash paid for consulting fees	Professional fees - related party
D	$	4,000	$	4,200	Cash paid for consulting and advisory fees	Cost of revenue - related party
E	$	-	$	28,854	Cash paid for management fee	Professional fees - related party
E	$	91,290	$	43,146	Cash paid for royalty and sales commissions	Cost of revenue - related party
F	$	420,720	$	-	30,000 Series C preferred stock for management compensation	Management compensation
F	$	-	$	348,000	20,000 shares of Series C preferred stock for advisory fee	Professional fees - related party
H	$	-	$	85,980	100,000 shares of common stock issued for advisory fee	Professional fees - related party
I	$	-	$	214,950	250,000 shares of common stock issued for advisory fee	Professional fees - related party
J	$	-	$	429,900	500,000 shares of common stock issued for advisory fee	Professional fees - related party
K	$	-	$	128,970	150,000 shares of common stock issued for advisory fee	Professional fees - related party
L	$	-	$	214,950	250,000 shares of common stock issued for advisory fee	Professional fees - related party

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Convertible notes – related parties

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

	Principal			Effective			Stated Interest			March 31,			December 31,
Payment date	Amount		Maturity date	Interest rate			Rate			2025			2024
December 1, 2024	$	576,693	December 31, 2025		-			10	%	$	576,693		$	576,693
February 2025	$	2,000,000	February 28, 2026		354	%		10	%		2,000,000			-
Total Convertible notes										$	2,576,693		$	576,693
Less: Unamortized debt discount											(1,793,237	)		-
											783,456			576,693
Less: Current portion											(783,456	)		(576,693	)
Long -term portion										$	-		$	-

On December 31, 2024, the Company issued a convertible note of $576,693, to related party A, in exchange for the amount due to related party. The convertible note has a term of twelve (12) months, at an interest rate of 10% per annum. The outstanding principal amount of convertible note and unpaid interest is convertible at a fixed conversion price of $0.36. The conversion price is a fixed price and the Company determined that conversion feature did not need to be bifurcated. The Company has accounting for the convertible debt at amortized cost under ASC 470-20.

In February 2025, the Company entered into one (1) subscription agreement for convertible notes ($2,000,000) and warrants (2,500,000 shares of common stock) with a related party G. The convertible notes have a term of twelve (12) months, at an interest rate of 10% per annum and warrants are with a term of five (5) years, at exercise price of $0.50 per share. The outstanding principal amount of convertible notes and unpaid interest is convertible at a fixed conversion price of $0.40. The obligations of the Company under the convertible note are secured by a pledge of the Company’s membership interests in MFB Ohio. In the event of a default, related party G could proceed against the equity of MFB Ohio pledged to collateralize the convertible note. MFB Ohio owns the Company’s intellectual property portfolio. The Company paid 8% original discount of $160,000 and financing fee of $63,918 and recorded these financing cost as debt discount. The Company has accounted for the convertible debt at amortized cost under ASC 470-20.

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

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

Note 11 – Stockholders’ Equity

Amended Articles of Incorporation

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

Preferred Shares

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.

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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.

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; (c) increase the authorized number of shares of Series A Preferred Stock; or (d) authorize or issue any shares of senior securities.

Fully Paid. The issued and outstanding shares of Series A Preferred Stock are fully paid and non-assessable. This means the full purchase price for the outstanding shares of Series A Preferred Stock has been paid and the holders of such shares will not be assessed any additional amounts for such shares.

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

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 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.

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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; (c) increase the authorized number of shares of Series C Convertible Preferred Stock; or (d) authorize or issue any shares of senior securities.

Fully Paid. The issued and outstanding shares of Series C Convertible Preferred Stock are fully paid and non-assessable. This means the full purchase price for the outstanding shares of Series C Convertible Preferred Stock has been paid and the holders of such shares will not be assessed any additional amounts for such shares.

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

	·	27,500 shares for purchase subscriptions of $260,000, at prices of $4.00 or $6.00 per share
	·	17,500 shares for services, valued at $245,418 at market price on issuance dates.
	·	180,000 shares for compensation, valued at $2,524,320 at market price on issuance dates.

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

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

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Common Stock

The holders of shares of our Common Stock are entitled to one vote for each share held of record on all matters submitted to a vote of stockholders. The holders of Common Stock are entitled to equal dividends and distributions, with respect to the Common Stock when, as, and if declared by the Board of Directors from funds legally available for such dividends. No holder of Common Stock has any preemptive right to subscribe for any of our stock nor are any shares subject to redemption. Upon our liquidation, dissolution, or winding up, and after payment of creditors and any amounts payable to senior securities, the assets will be divided pro rata on a share-for-share basis among the holders of the shares of Common Stock.

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

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

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

Warrants

The Company issued a total of 5,093,750 warrants for a period of five years at an exercise price per share of $0.50 in connection with convertible notes for the three months ended March 31, 2025. The Company recorded the warrants of $710,845 to additional paid in capital.

The Company issued 4,000,000 warrants for a period of five years at an exercise price per share of $0.01 for consulting services, for the three months ended March 31, 2025. Each 1,000,000 warrants are exercisable on September 7, 2025, March 7, 2026, September 7, 2026 and March 7, 2027. The Company recorded a financing expense of $6,167,334 to additional paid in capital.

The Company issued a total of 671,375 warrants at an exercise price per share of $0.44 for financing expense of convertible notes issued in 2025 and 2024. Warrants are exercisable on September 7, 2025, and are for a period of five years following the initial exercise date. The Company recorded the warrants of $827,991 to additional paid in capital.

The Company issued a total of 1,620,000 warrants for a period of five years at an exercise price per share of $0.50 in connection with convertible notes for the year ended December 31, 2024. The Company recorded the warrants of $1,654,178 to additional paid in capital.

We evaluate all warrants issued to determine the appropriate classification under ASC 480 and ASC 815. In addition to determining classification, we evaluate these instruments to determine if such instruments meet the definition of a derivative. The classification of all outstanding warrants, including whether such instruments should be recorded as equity, is evaluated at the end of each reporting period.

The warrants are valued using a Black Scholes valuation model. The use of this valuation model requires the input of highly subjective assumptions. Any change to these inputs could produce significantly higher or lower fair value measurements.

The Company utilized the following assumptions:

	March 31
	2025
Expected term	5.00 years
Expected average volatility	49.0% - 57.5%
Risk-free interest rate	3.99% - 4.29%
Expected dividend yield		-

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

	Warrants Outstanding				Weighted Average Remaining
			Weighted Average		Contractual life
	Shares		Exercise Price		(in years)

Outstanding, December 31, 2024		1,620,000	$	0.50		4.61
Granted		9,765,125		0.30		5.04
Exercised		-		-		-
Forfeited/cancelled		-		-		-
Outstanding, March 31, 2025		11,385,125	$	0.32		4.86

Exercisable, March 31, 2025		6,713,750	$	0.50		4.76

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

Note 12 – Disaggregated revenue and Concentration

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

	Three months ended
	March 31,
	2025		2024
Products sale	$	604,482	$	433,018
Product installation service		364,900		-
	$	969,382	$	433,018

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

Revenue and accounts receivable

	Percentage of Revenue						Percentage of
	For three months ended						Accounts Receivable
	March 31						March 31			December 31
	2025			2024			2025			2024
Customer A		-			28	%		-			-
Customer B		-			26	%		-			21	%
Customer C		-			9	%		-			-
Customer D		-			36	%		21	%		50	%
Customer E		11	%		-			15	%		-
Customer F		-			-			15	%		15	%
Customer G		10	%		-			-			-
Customer H		11	%		-			14	%		-
Total (as a group)		32	%		99	%		65	%		86	%

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Purchase and accounts payable

	Percentage of Purchase						Percentage of
	For three months ended						Accounts payable for purchase
	March 31,						March 31,			December 31
	2025			2024			2025			2024
Supplier A		32	%		-			-			-
Supplier B		6	%		18	%		4	%		74	%
Supplier C		-			38	%		-			-
Supplier D		5	%		34	%		-			26	%
Supplier E		39	%		-			16	%		-
Supplier F		9	%		-			80	%		-
Total (as a group)		91	%		90	%		100	%		100	%

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 – Subsequent Events

Management has evaluated subsequent events through May 19, 2025, which is the date these unaudited consolidated financial statements were available to be issued. Based on our evaluation no material events have occurred that require disclosure, except as follows:

	·	10,652,760 shares of common stock issued for conversion of 532,638 shares of Series C Preferred Stock
	·	50,000 shares of Series C Preferred Stock issued for compensation, valued at $1,100,000

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Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations

FORWARD-LOOKING STATEMENTS

This report contains forward-looking statements. The Securities and Exchange Commission encourages companies to disclose forward-looking information so that investors can better understand a company’s future prospects and make informed investment decisions. This report and other written and oral statements that we make from time to time contain such forward-looking statements that set out anticipated results based on management’s plans and assumptions regarding future events or performance. We have tried, wherever possible, to identify such statements by using words such as “anticipate,” “estimate,” “expect,” “project,” “intend,” “plan,” “believe,” “will” and similar expressions in connection with any discussion of future operating or financial performance. In particular, these include statements relating to future actions, future performance or results of current and anticipated sales efforts, expenses, the outcome of contingencies, such as legal proceedings, and financial results.

We caution that the factors described herein, and other factors could cause our actual results of operations and financial condition to differ materially from those expressed in any forward-looking statements we make and that investors should not place undue reliance on any such forward-looking statements. Further, any forward-looking statement speaks only as of the date on which such statement is made, and we undertake no obligation to update any forward-looking statement to reflect events or circumstances after the date on which such statement is made or to reflect the occurrence of anticipated or unanticipated events or circumstances. New factors emerge from time to time, and it is not possible for us to predict all of such factors. Further, we cannot assess the impact of each such factor on our results of operations or the extent to which any factor, or combination of factors, may cause actual results to differ materially from those contained in any forward-looking statements.

Our unaudited financial statements are stated in United States Dollars (USD) and are prepared in accordance with accounting principles generally accepted in the United States of America (“GAAP”). The following discussion should be read in conjunction with our financial statements and the related notes that appear elsewhere in this quarterly report. The following discussion contains forward-looking statements that reflect our plans, estimates and beliefs. Our actual results could differ materially from those discussed in the forward-looking statements. Factors that could cause or contribute to such differences include, but are not limited to, those discussed below and elsewhere in this quarterly report.

In this quarterly report, unless otherwise specified, all dollar amounts are expressed in United States Dollars and all references to “common shares” refer to the common shares in our capital stock.

As used in this quarterly report, the terms “we”, “us”, “our” and “our company” mean General Enterprise Ventures, Inc.

General Overview

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 unaudited consolidated financial statements.

In January 2021, Board of Directors of the Company approved redomiciling the Company in Delaware. On March 31, 2021, the Company formed General Entertainment Ventures, Inc. in Delaware as a wholly owned subsidiary of the Company (“GEVI”). The purpose of the formation of GEVI was to merge the Company into GEVI pursuant to Section 251(g) of the General Corporation Law of the State of Delaware. On April 10, 2021, after approval by the board of directors and shareholders of the Company, the Company was merged into GEVI pursuant to an Agreement and Plan of Merger dated as of the same date. GEVI is the accounting and legal acquiror of the Company.

On June 3, 2021, after approval by the board of directors and shareholders of the Company, the Company was redomiciled to the State of Wyoming. On October 11, 2021, after approval by the board of directors and shareholders of the Company, the Company was renamed General Enterprise Ventures, Inc., in the State of Wyoming.

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Corporate Changes

On April 13, 2022, the Company, Mighty Fire Breaker, LLC, an Ohio limited liability company (“MFB Ohio”), Mighty Fire Breaker, LLC, a California limited liability company (“MFB California”) and Mr. Steven Conboy, the sole member of MFB California, entered into a Purchase Agreement (the “Purchase Agreement”), pursuant to which the Company (i) acquired all membership interests of MFB California, (ii) acquired all intellectual property owned by MFB California and Mr. Conboy, (iii) issued 166,667 shares of Series C Convertible Preferred Stock, par value of $0.0001 per share of the Company (“Series C Convertible Preferred Stock”), valued at $4,200,000 at closing to Mr. Conboy and (iv) agreed to provide a 10% royalty to Mr. Conboy on gross sales before taxes of the MFB Ohio product.

Results of Operations

The following summary of our results of operations should be read in conjunction with our unaudited interim financial statements for the three months ended March 31, 2025 and 2024, which are included herein.

The Company is in the early stage of developing and commercializing their product lines. The Company has been focused historically on obtaining patents and various accreditations. To date, the Company does not have a large customer base, having relied on a few customers, for the commercialization and testing of our CitroTech products and delivery systems. The Company currently does not have an established retail product line nor recurring significant customer base. Therefore, period over period comparisons of our results of operations are not indicative of future results.

The following summary of our results of operations should be read in conjunction with our audited financial statements for the three months ended March 31, 2025 and 2024, which are included herein.

Our results of operations for the three months ended March 31, 2025 and 2024 are summarized below:

	Three months ended
	March 31,
	2025			2024			Change			%
Revenue	$	969,382		$	433,018		$	536,364			124	%
Operating expenses		4,427,838			3,069,564			1,358,274			44	%
Other expenses		7,444,948			883,164			6,561,784			743	%
Net loss	$	(10,903,404	)	$	(3,519,710	)	$	(7,383,694	)		210	%

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Revenue

The Company’s revenue is associated with revenue from MFB Ohio which acquired intellectual property to fire suppression in April 2022. During the three months ended March 31, 2025, the revenue increased $536,000 from the three months ended March 31, 2024, largely due to the adoption of our technology by the marketplace, including the sale of homebased wildfire defense systems, commercial and fire department chemical sales, and directly spraying residential properties due to the wildfire concerns.

Our revenues consisted of the following:

	Three months ended
	March 31,
	2025		2024
Products sale	$	604,482	$	433,018
Product installation service		364,900		-
	$	969,382	$	433,018

Product installation services commenced in the second quarter of 2024.

Our revenues from significant customers for the three months ended March 31, 2025 and 2024, are as follows:

	Percentage of products sale						Percentage of installation service
	For three months Ended						For three months Ended
	March 31						March 31
	2025			2024			2025			2024
Customer A		-			28	%		-			-
Customer B		-			26	%		-			-
Customer C		-			9	%		-			-
Customer D		-			36	%		-			-
Customer E		11	%		-			-			-
Customer G		4	%		-			6	%		-
Customer H		3	%		-			8	%		-
Total (as a group)		18	%		99	%		14	%		-

Operating Expenses

	Three months ended
	March 31,
	2025		2024		Change		%
Cost of revenue	$	652,260	$	144,215	$	508,045		352	%
Amortization and depreciation		74,539		63,835		10,704		17	%
General and administration		211,202		97,325		113,877		117	%
Advertising and marketing		104,496		90,406		14,090		16	%
Payroll and management compensation		638,423		25,000		613,423		2,454	%
Professional fees		2,746,918		2,648,783		98,135		4	%
Total operating expenses	$	4,427,838	$	3,069,564	$	1,358,274		44	%

The increase in operating expenses was primarily attributed to increases in cost of revenue and payroll and management compensation.

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Cost of revenue

	Three months ended
	March 31,
	2025		2024
Cost of inventory	$	516,443	$	76,196
Freight and shipping		160		2,530
Consulting and advisory-related party		4,000		4,200
Royalty and sales commission-related party		91,290		43,146
Rent expense		40,367		18,143
Total cost of revenue	$	652,260	$	144,215

During the three months ended March 31, 2025, the cost of revenue increased over the three months ended March 31, 2024, primarily due to an increase in cost of inventory and royalty and sales commissions.

Cost of inventory consists of product costs, related supplies and direct testing of our CitroTech product and various components required to for installation of Mighty Fire Breaker proactive wildfire defense systems. Cost of inventory increased during the three months ended March 31, 2025, primarily due to an increase in product sales and supplies from increased sales.

Consulting and advisory services are to a related party company for services related to product installations.

Freight and shipping relate to costs for shipping products to customers.

Royalty and sales commissions increased in the three months ended March 31, 2025 from more revenue. The Company recognizes an allocated portion of consulting and direct labor costs associated with our revenue as royalty and sales cost of revenue. In March 2025, the Company entered int new contract and there is no longer royalty.

Rent expenses are warehouse rent expenses. The increase in rent expense is because the Company leased commercial space for office, retail and warehousing from March 2024 under a one-year contract.

Amortization and depreciation

Amortization and depreciation expenses are an amortization of patents and a depreciation of vehicle, and furniture and equipment.

General and administrative

General and administrative expenses are office, rent, travel, insurance, website, IT and other office related expenses. For the three months ended March 31, 2025, the Company incurred increased expenditures on our website and IT development and travel as well as general office and insurance expenses from expansion of operations.

Advertising and marketing

The increase in advertising and marketing during the three months ended March 31, 2025, over the three months ended March 31, 2024, is primarily due to an increase in expenses to support revenue growth.

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Professional fees

The professional fees during the three months ended March 31, 2025, primarily included stock-based compensation of $2.1 million to a related party consultant (TC Special Investments, LLC (“TCSI”)) and various professional fee for accounting and audit related to SEC filing, legal on patents and other consulting services in 2025. The professional fees during the three months ended March 31, 2024, primarily included stock-based management compensation of $1.4 million to advisors to our subsidiary MFB and stock-based compensation of $1.0 million to various consultants for IT service for software development, legal on patents and other consulting services in 2024.

TCSI’s consulting services to the Company include sales and business development, customer relationship management, strategy optimization, investor relations, underwriter interface, coordinating outside counsel and other business aspects at the request of the Board of Directors. In addition to TCSI, stock-based compensation was remitted to certain individuals with fire retardant and flame suppression industry experience, who provided guidance and insight to the Company’s management and Board of Directors with respect to the fire retardant and flame suppression industry, business development connections, and oversight during the testing and recognition processes.

Payroll and management compensation

During the three months ended March 31, 2025, management compensation primality included stock-based management compensation of $410,000 to a management of subsidiary and cash payments of $142,000 to our former CEO, and payroll to our employees of $76,203.

During the three months ended March 31, 2024, management compensation primality included cash payment of $25,000 to our former CEO.

Other Expenses

For the three months ended March 31, 2025 and 2024, the other expenses consisted of $473,000 and $1,000 interest related to convertible notes payable issued in 2024, respectively, change in fair value of derivative liability related to convertible notes payable issued in 2024 of $805,000 and $0, respectively, financing expense of $6.2 million and $0, respectively, and loss on settlement of notes payable and convertible note issued in 2022 of $0 and $882,000, respectively. Financing expense is 4 million warrants granted to a financial advisor in 2025.

Net loss

The net loss for the three months ended March 31, 2025, increased by approximately $7.4 million as compared to the three months ended March 31, 2024 primarily due to the increase in operating expenses and other expense offset by the increase in revenue.

Liquidity and Capital Resources

Sources of Liquidity

Since our inception, we have incurred significant operating losses and negative cash flows from our operations. Our net loss was $10.9 million and $3.5 million for the three months ended March 31, 2025 and 2024, respectively. During the three months ended March 31, 2025, we completed a debt offering and an equity offering which generated net proceeds of approximately $3.7 million and $0.3 million respectively.

Working capital

	March 31,		December 31,
	2025		2024			Change		%
Current assets	$	5,008,943	$	1,617,478		$	3,391,465		210	%
Current liabilities	$	4,960,105	$	2,161,883		$	2,798,222		129	%
Working capital (deficiency)	$	48,838	$	(544,405	)	$	593,243	(109		%)

As of March 31, 2025 and December 31, 2024, the current assets consisted of cash of $3.7 million and $775,000, respectively, inventory of $312,000 and $325,000, respectively accounts receivable of $746,000 and $317,000, respectively, prepaid expenses and other current assets of $61,000 and $74,000, respectively, and deferred offering costs of $149,000 and $126,000, respectively.

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As of March 31, 2025 and December 31, 2024, the current liabilities consisted of accounts payable and accrued liabilities of $530,000 and $187,000, respectively, convertible notes net of discount of $542,000 and $196,000, respectively, convertible note – related parties of $783,000 and $577,000, respectively, accrued interest – related parties of $31,000 and $0, respectively financing loan of $0 and $97,000, respectively, derivative liability of $2.9 million and $1.1 million, respectively, and current portion of operating lease liability of $29,000 and $50,000, respectively.

The increase in working capital in 2025 was primarily due to an increase in cash and accounts receivable offset by an increase in the convertible notes and derivative liability related to convertible notes. The Company had net loss and negative cash flows from our operations. In 2025, the Company generated funds from more debt financing than equity financing, however, the carrying value of convertible notes included of unamortized debt discount of $4.6 million. Considering this unamortized discount, the Company still had capital deficiency of $4.6 million as of March 31, 2025.

Cash Flows

For the three months ended March 31, 2025 and 2024

	Three months ended
	March 31,
	2025			2024			Change
Cash used in operating activities	$	(713,918	)	$	(343,660	)	$	(370,258	)
Cash used in investing activities	$	(26,988	)	$	-		$	(26,988	)
Cash provided by financing activities	$	3,706,109		$	165,000		$	3,541,109
Net Change in cash	$	2,965,203		$	(178,660	)	$	3,143,863

Operating Activities

We have not generated positive cash flows from operating activities.

For the three months ended March 31, 2025, net cash flows used in operating activities consisted of a net loss of $10.9 million, reduced by stock-based compensation of $2.8 million, financing expense of $6.2 million, non-cash lease expenses of $21,000, amortization and depreciation of $75,000, amortization of debt discount of $377,000, and changes in derivative liability of $805,000, which were increased by net changes in operating assets and liabilities of $24,000.

For the three months ended March 31, 2024, net cash flows used in operating activities consisted of a net loss of $3.5 million, reduced by stock-based compensation of $1.7 million, non-cash lease expenses of $20,000, amortization and depreciation of $64,000, loss on settlement of debt of $882,000 and increased by net changes in operating assets and liabilities of $188,000.

Investing Activities

For the three months ended March 31, 2025, the cash flows used in investing activities were $27,000, which was related to the purchase of equipment.

The Company did not use any funds for investing activities during the three months ended March 31, 2024.

Financing Activities

For the three months ended March 31, 2025, net cash provided by financing activities consisted of $260,000 proceeds from the issuance of Series C Convertible Preferred Stock, $3.7 million from the issuance of convertible promissory notes and associated warrants, $23,000 deferred offering cost payment, and repayment of a financing loan of $216,000.

The basic terms of the convertible promissory notes issued in 2025 are: (i) a 12-month term; (ii) interest of 10% per annum, compounded annually; and (iii) voluntary conversion during the term at a conversion price of $0.40 for each dollar of principal amount. The associated warrants are exercisable for a period of 5 years from the issuance date, for an aggregate of up to 5,093,750 shares at an exercise price of $0.50.

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For the three months ended March 31, 2024, net cash provided by financing activities consisted of $165,000 proceed from issuance Series C Preferred Stock.

Contractual Obligations

Convertible notes

In third and fourth quarter 2024 and first quarter 2025, the Company entered into thirty-one (31) subscription agreements for convertible notes ($3,371,000) and warrants (4,213,750 shares of common stock). The material terms of this convertible note indebtedness are, (i) a 12-month maturity; (ii) 10% interest per annum, capitalized on the maturity date; (iii) conversion rights in the amount of the principal, either (x) divided by 0.40 or (y) a 30% discount to the price sale of its Common Stock pursuant to a registration statement filed with the SEC and listing of the Common Stock on national securities exchange; and (iv) warrant coverage for five years at the rate of 1.25 shares of Common Stock for each dollar of principal, at an exercise price of $0.50 per share.

Convertible notes – related party

On December 31, 2024, the Company issued convertible note of $577,000 to a related party, in exchange for the amount due to related party. The convertible note has a term of twelve (12) months, at an interest rate of 10% per annum. The outstanding principal amount of convertible note and unpaid interest is convertible at a fixed conversion price of $0.36.

In February 2025, the Company entered into one (1) subscription agreement for convertible notes ($2,000,000) and warrants (2,500,000 shares of common stock) with a related party. The 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 $0.50 per share. The outstanding principal amount of convertible notes and unpaid interest is convertible at a fixed conversion price of $0.40. The obligations of the Company under the convertible note are secured by a pledge of the Company’s membership interests in MFB Ohio. In the event of a default, related party G could proceed against the equity of MFB Ohio pledged to collateralize the convertible note. MFB Ohio owns the Company’s intellectual property portfolio.

Lease Agreements

The Company has one lease classified as an operating lease for an office and warehouse purpose. The following table outlines maturities of our lease liabilities as of March 31, 2025:

Year ending December 31,
2025 (remaining four months)	$	29,064
Thereafter		-
		29,064
Less: Imputed interest		(234	)
Operating lease liabilities	$	28,830

Going Concern

The accompanying unaudited consolidated financial statements have been prepared (i) in accordance with accounting principles generally accepted in the United States, and (ii) assuming that the Company will continue as a going concern, which contemplates the realization of assets and the satisfaction of liabilities in the normal course of business. The Company has not generated significant income to date. The Company is subject to the risks and uncertainties associated with a business with no substantive revenue, as well as limitations on its operating capital resources. These matters, among others, raise substantial doubt about the ability of the Company to continue as a going concern. These financial statements do not include any adjustments to the amounts and classification of assets and liabilities that may be necessary should the Company be unable to continue as a going concern. In light of these matters, the Company’s ability to continue as a going concern is dependent upon the Company’s ability to raise capital and generate revenue and profits in the future.

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Contingencies

Certain conditions may exist as of the date the financial statements are issued, which may result in a loss to the Company, but which will only be resolved when one or more future events occur or fail to occur. In consultation with its legal counsel as appropriate, our management assesses such contingent liabilities, and such assessment inherently involves an exercise of judgment. In assessing loss contingencies related to legal proceedings that are pending against us or unasserted claims that may result in such proceedings, we, in consultation with legal counsel, evaluates the perceived merits of any legal proceedings or unasserted claims, as well as the perceived merits of the amount of relief sought or expected to be sought therein. If the assessment of a contingency indicates it is probable that a material loss has been incurred and the amount of the liability can be estimated, then the estimated liability would be accrued in our financial statements. If the assessment indicates a potentially material loss contingency is not probable, but is reasonably possible, or is likely, but cannot be estimated, then the nature of the contingent liability, together with an estimate of the range of possible loss, if determinable and material, would be disclosed. Loss contingencies considered remote are generally not disclosed unless they involve guarantees, in which case the guarantees would be disclosed.

Critical Accounting Estimates

Our unaudited consolidated financial statements are prepared in accordance with accounting principles generally accepted in the United States (“U.S. GAAP”), which require management to make estimates, judgments and assumptions that affect the amounts reported in our unaudited consolidated financial statements and accompanying notes. We believe our most critical accounting estimates relate to the following:

	·	Fair Value of Convertible Notes
	·	Fair Value of Warrant to Purchase Common Stock

While our estimates and assumptions are based on our knowledge of current events and on actions we may undertake in the future, actual results may ultimately differ from these estimates and assumptions. For a discussion of the Company’s significant accounting policies, refer to Note 2 of Notes to Unaudited Consolidated Financial Statements.

Fair Value of Convertible Notes

The Company determined that the conversion feature, embedded in convertible notes, 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 become 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.

For the conversion feature classified as a liability, the Company uses a Binomial Lattice valuation model to value the derivative instrument at inception and on subsequent valuation dates. 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.

Fair Value of Warrant to Purchase Common Stock

The Company has issued warrants to investors in our debt offerings.

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Off-balance sheet arrangements

We have no off-balance sheet arrangements that have or are reasonably likely to have a current or future effect on our financial condition, changes in financial condition, revenues or expenses, results of operations, liquidity, capital expenditures or capital resources that is material to stockholders.

Item 3. Quantitative and Qualitative Disclosures About Market Risk

As a “smaller reporting company”, we are not required to provide the information required by this Item.

Item 4. Controls and Procedures

Evaluation of Disclosure Controls and Procedures

Our management is responsible for establishing and maintaining a system of disclosure controls and procedures (as defined in Rule 13a-15(e) and 15d-15(e) under the Exchange Act) that is designed to ensure that information required to be disclosed by us in the reports that we file or submit under the Exchange Act is recorded, processed, summarized and reported, within the time periods specified in the Commission’s rules and forms. Disclosure controls and procedures include, without limitation, controls and procedures designed to ensure that information required to be disclosed by an issuer in the reports that it files or submits under the Exchange Act is accumulated and communicated to the issuer’s management, including its principal executive officer or officers and principal financial officer or officers, or persons performing similar functions, as appropriate to allow timely decisions regarding required disclosure.

An evaluation was conducted under the supervision and with the participation of our management of the effectiveness of the design and operation of our disclosure controls and procedures as of March 31, 2025. Based on that evaluation, our management concluded that our disclosure controls and procedures were not effective as of such date to ensure that information required to be disclosed in the reports that we file or submit under the Exchange Act, is recorded, processed, summarized and reported within the time periods specified in SEC rules and forms as a result of the following material weaknesses: (1) lack of a functioning audit committee, (2) lack of a majority of outside directors on our Board of Directors, resulting in ineffective oversight in the establishment and monitoring of required internal controls and procedures; (3) inadequate segregation of duties consistent with control objectives; and (4) management consists of only six (6) individuals which may result in control deficiencies and the absence of sufficient other mitigating controls.

A “material weakness” is a deficiency, or combination of deficiencies, in internal control over financial reporting such that there is a reasonable possibility that a material misstatement of the Company’s annual or interim financial statements would not be prevented or detected on a timely basis.

Changes in Internal Controls

There has been no change in the Company’s internal control over financial reporting during the three months ended March 31, 2025 that has materially affected, or is reasonably likely to materially affect, the company’s internal control over financial reporting. Management will continue to monitor and evaluate the effectiveness of our internal controls and procedures over financial reporting on an ongoing basis and is committed to taking further action and implementing additional improvements as necessary.

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PART II - OTHER INFORMATION

Item 1. Legal Proceedings

From time to time, we may be involved in various claims and legal proceedings relating to claims arising out of our operations. We are not currently a party to any legal proceedings that, in the opinion of our management, are likely to have a material adverse effect on our business, financial condition, and results of operations. Regardless of outcome, litigation can have an adverse impact on us because of defense and settlement costs, diversion of management resources and other factors.

Item 1A. Risk Factors

As a “smaller reporting company,” we are not required to provide the information required by this Item.

Item 2. Unregistered Sales of Equity Securities and Use of Proceeds

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

	●	47,500 shares issued to our four (4) employees for compensation valued at $665,000.
	●	27,500 shares to two (2) investors for proceeds of $165,000
	●	150,000 issued to TC Special Investments, LLC for compensation, valued at $2,100,000.

During the three months ended March 31, 2025, the Company issued 15,536,620 shares of Common Stock as follow:

●

15,536,620 issued to twenty-six (26) investors upon conversion of 776,831 shares of Series C Convertible Preferred Stock.

Item 3. Defaults Upon Senior Securities

None.

Item 4. Mine Safety Disclosures

Not Applicable.

Item 5. Other Information

None.

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Item 6. Exhibits

Exhibit Number		Description
31.1*		Rule 13a-14(a) / 15d-14(a) Certification of Chief Executive Officer.
31.2*		Rule 13a-14(a) / 15d-14(a) Certification of Chief Financial Officer.
32.1*		Section 1350 Certifications of Chief Executive Officer and Chief Financial Officer.
101*		Inline XBRL Document Set for the condensed financial statements and accompanying notes in Part I, Item 1, “Financial Statements” of this Quarterly Report on Form 10-Q.
104*		Inline XBRL for the cover page of this Quarterly Report on Form 10-Q, included in the Exhibit 101 Inline XBRL Document Set.

________

* Filed herewith.

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SIGNATURES

Pursuant to the requirements 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.

	General Enterprise Ventures, Inc.

Dated: May 20, 2025	By:	/s/ Nanuk Warman
		Nanuk Warman
		Chief Financial Officer