Filing Compare · CitroTech Inc.

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: ~~June~~September 30, 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.

66As of November 12,~~550~~ 2025,~~981~~ 17,552,912 shares of the Company’s common stock, ~~issued~~par ~~and~~value ~~outstanding~~$0.0001 asper ~~of August 12~~share, ~~2025~~ were outstanding.

TABLE OF CONTENTS

		Page
PART I - FINANCIAL INFORMATION
Item 1.	Financial Statements	3
Item 2.	Management’s Discussion and Analysis of Financial Condition and Results of Operations	2630
Item 3.	Quantitative and Qualitative Disclosures About Market Risk	3641
Item 4.	Controls and Procedures	3741
PART II - OTHER INFORMATION
Item 1.	Legal Proceedings	3842
Item 1A.	Risk Factors	3842
Item 2.	Unregistered Sales of Equity Securities and Use of Proceeds	3842
Item 3.	Defaults Upon Senior Securities	3842
Item 4.	Mine Safety Disclosures	3842
Item 5.	Other Information	3842
Item 6.	Exhibits	3943
SIGNATURES		4044

Table of Contents

PART I - FINANCIAL INFORMATION

Item 1. Financial Statements.

GENERAL ENTERPRISE VENTURES, INC.

UNAUDITED INTERIM CONSOLIDATED FINANCIAL STATEMENTS

		Page
Consolidated Balance Sheets (unaudited)		4
Consolidated statements of Operations and Comprehensive Loss (unaudited)		5
Consolidated Statements of Changes in Stockholders' Equity (unaudited)		6
Consolidated Statements of Changes in Stockholders’ Equity (unaudited)		6
Consolidated Statements of Cash Flows (unaudited)		78
Consolidated Notes to Financial Statements (unaudited)		89

3 Table of ~~contents~~Contents

General Enterprise Ventures, Inc.

Consolidated Balance Sheets

(Unaudited)

	June 30,			December 31,
	September 30,			December 31,
	2025			2024
Assets
Current Assets
Cash	$	26,~~327~~195,~~087~~974		$	775,133
Accounts receivable, net		~~653~~508,~~995~~175			317,455
Inventory		~~409~~467,~~923~~317			324,657
Prepaid expenses and other current assets		~~206~~87,~~370~~068			74,129
Deferred offering costs		~~185,327~~-			126,104
Total Current Assets		37,~~782~~258,~~702~~534			1,617,478
Non-Current Assets
Intangible assets, net		3,~~575~~513,~~525~~542			3,699,491
Operating lease right-of-use asset		~~828~~791,~~513~~231			49,347
Property and equipment, net		465,511			111,374
Equipment, net		664,118			111,374
Security deposit		36,991			-
Total Non-Current Assets		45,~~906~~005,~~540~~882			3,860,212
Total Assets	$	812,~~689~~264,~~242~~416		$	5,477,690
Liabilities and Stockholders' Equity
Current liabilities
Accounts payable and accrued liabilities	$	~~532~~705,~~985~~489		$	186,984
Deferred revenue		946,~~860~~000			-
Convertibles notes, net of discount		~~277~~63,~~593~~120			196,077
Convertibles notes, net of discount - related parties		~~932~~1,~~002~~847,550			576,693
Due to related parties		95160,~~747~~693			-
Financing loan		-			96,849
Financing loan - current portion		47,603			96,849
Derivative liability		~~3,733,000~~-			1,055,233
Operating lease liability - current portion		~~138~~143,~~810~~173			50,047
Total Current Liabilities		52,~~804~~973,~~997~~628			2,161,883
Non-current Liability
Non-current liabilities
Operating lease liability		693,652			-
Financing loan		125,149			-
Total Liabilities		6,498,649			2,161,883
Operating lease liability		655,957			-
Total Liabilities		3,754,734			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 A Preferred Stock, par value $0.0001, designated 10,000,000 shares, 1,666,667 shares issued and outstanding		167			167
Series C Convertible Preferred Stock, par value $0.0001, designated 10,000,000 shares, 2,036,507 and 3,001,969 issued and outstanding, respectively		204			300
Series C Convertible Preferred Stock, par value $0.0001, designated 10,000,000 shares, 763,700 and 3,001,969 shares issued and outstanding, respectively		76			300
Common Stock, par value $0.0001, authorized 1,000,000,000 shares, 66,086,853 and 36,841,581 shares issued and outstanding, respectively		6,609			3,684
Common Stock, par value $0.0001, authorized 1,000,000,000 shares, 17,702,912 and 6,140,264 shares issued and 17,552,912 and 6,140,264 shares outstanding, respectively		1,770			614
Additional paid-in capital		~~101~~115,~~355~~609,~~591~~688			79,~~676~~680,~~211~~114
Accumulated deficit		(99107,~~172~~102,~~811~~019	)		(76,365,388	)
Total Stockholders' Equity		28,~~190~~509,~~593~~682			3,315,807
Total Liabilities and Stockholders' Equity	$	812,~~689~~264,~~242~~416		$	5,477,690

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

4 Table of ~~contents~~Contents

General Enterprise Ventures, Inc.

Consolidated Statements of Operations and Comprehensive Loss

(Unaudited)

	Three months ended						Six months ended
	Three Months Ended						Nine months ended
	June 30,						June 30,
	September 30,						September 30,
	2025			2024			2025			2024
Revenue	$	~~687~~288,~~638~~212		$	~~198~~107,~~669~~042		$	1,~~657~~945,~~020~~232		$	~~631~~738,~~687~~729
Operating expenses
Cost of revenue, exclusive of amortization and depreciation shown separately below		~~371~~575,~~392~~603			~~102~~139,~~195~~181			~~928~~1,~~362~~503,965			~~199~~338,~~064~~245
Cost of revenue - related parties		-			2526,~~790~~256			95,290			7399,~~136~~392
Amortization and depreciation		7790,~~107~~054			6263,~~765~~647			~~151~~241,~~646~~700			~~126~~190,~~600~~247
General and administration		~~311~~349,~~503~~403			~~161~~130,~~413~~008			~~522~~872,~~705~~109			~~258~~388,~~738~~746
Advertising and marketing		~~152~~232,~~608~~569			~~217~~142,~~574~~797			~~257~~489,~~104~~673			~~307~~450,~~980~~777
Payroll and management compensation		2,~~334~~437,~~698~~089			-25,000			25,~~973~~410,~~121~~210			2550,000
Professional fees		~~445~~808,~~668~~268			~~471~~78,~~126~~772			1,~~072~~881,~~986~~254			12,~~651~~805,~~505~~027
Professional fees - related parties		1232,~~300~~924			6562,~~210~~744			2,~~131~~164,~~900~~824			1521,~~533,614~~608
Total operating expenses		34,~~705~~525,~~277~~910			1668,~~106,073~~405			812,~~133~~659,~~115~~025			4,~~175~~844,~~637~~042
Loss from operations		(34,~~017~~237,~~639~~698	)		(~~907~~561,~~404~~363	)		(610,~~476~~713,~~095~~793	)		(34,~~543~~105,~~950~~313	)
Other income (expense)
Interest expense		(~~552~~360,~~085~~236	)		-(93,875	)		(~~962~~1,~~876~~323,112	)		(~~885~~94,760	)
Interest expense - related party		(~~212~~980,~~787~~494	)		-			(~~274~~1,~~843~~255,337	)		-
Interest income		34,~~958~~423			-			38,~~958~~381			-
Financing expense		~~(2,511,855~~-	)		-			(8,679,189	)		-
Change in fair value of derivative liability		(2,973,000	)		-			(3,777,767	)		-
Gain (loss) on fair value of derivative liability		1,775,000			-			(2,002,767	)		-
Loss on settlement of debt		(24,~~640~~130,~~611~~203	)		-			(26,~~640~~770,~~611~~814	)		(882,279	)
Total other expense		(83,~~886~~691,~~380~~510	)		-(93,875	)		(1620,~~331~~022,~~328~~838	)		(~~883~~977,~~164~~039	)
Loss from operations before taxes		(11,904,019	)		(907,404	)		(22,807,423	)		(4,427,114	)
Loss before taxes		(7,929,208	)		(655,238	)		(30,736,631	)		(5,082,352	)
Provision for income taxes		-			-			-			-
Net loss	$	(117,~~904~~929,~~019~~208	)	$	(~~907~~655,~~404~~238	)	$	(2230,~~807~~736,~~423~~631	)	$	(45,~~427~~082,~~114~~352	)
Comprehensive loss	$	(117,~~904~~929,~~019~~208	)	$	(~~907~~655,~~404~~238	)	$	(2230,~~807~~736,~~423~~631	)	$	(45,~~427~~082,~~114~~352	)
Net loss per common share - basic and diluted	$	(0.1959	)	$	(0.0211	)	$	(02.4188	)	$	(0.0755	)
Basic and diluted weighted average number of common shares outstanding		6213,~~734~~521,~~319~~896			366,~~387~~093,~~315~~837			5510,~~353~~673,~~088~~390			649,~~310~~165,~~131~~597

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

5 Table of ~~contents~~Contents

General Enterprise Ventures, Inc.

Consolidated Statements of Change in Stockholders’ Equity

(Unaudited)

For the three and ~~six~~nine months ended ~~June~~September 30, 2025

	Convertible Series A				Convertible Series C										Additional						Total
	Series A				Series C Convertible										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		101,~~000~~666,~~000~~667	$	~~1,000~~167		3,001,969		$	300			366,~~841~~140,~~581~~264	$	~~3,684~~614	$	79,~~676~~680,~~211~~114		$	(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	)		152,~~536~~589,~~620~~450		~~1,554~~259		(~~1,476~~181	)		-			-
Common stock warrants issued		-		-		-			-			-		-		8,649,503			-			8,649,503
Net loss		-		-		-			-			-		-		-			(10,903,404	)		(10,903,404	)
Balance - March 31, 2025		101,~~000~~666,~~000~~667		~~1,000~~167		2,450,138			245			528,~~378~~729,~~201~~714		~~5,238~~873		91,~~353~~359,~~955~~153			(87,268,792	)		4,091,646
Series C Preferred Stock issued for services		-		-		69,007			7			-		-		2,511,848			-			2,511,855
Series C Preferred Stock issued for compensation		-		-		50,000			5			-		-		1,099,995			-			1,100,000
Series C Preferred Stock for compensation		-		-		50,000			5			-		-		1,099,995			-			1,100,000
Common stock issued for conversion of Series C Preferred Stock		-		-		(532,638	)		(53	)		101,~~652~~775,~~760~~466		~~1,065~~178		(~~1,012~~125	)		-			-
Common stock issued for services		-		-		-			-			101,~~000~~667		1-		1819,~~999~~000			-			19,000
Common stock issued for conversion of debts		-		-		-			-			3507,~~045,892~~661		~~305~~50		5,604,~~137~~392			-			5,604,442
Management stock compensation		-		-		-			-			-		-		767,669			-			767,669
Net loss		-		-		-			-			-		-		-			(11,904,019	)		(11,904,019	)
Balance - June 30, 2025		101,~~000~~666,~~000~~667	$	~~1,000~~167		2,036,507		$	204			6611,~~086~~014,~~853~~508	$	61,~~609~~101	$	101,~~355~~361,~~591~~932		$	(99,172,811	)	$	2,190,593
Series C Preferred Stock issued for cash		-		-		420,943			42			-		-		5,395,755			-			5,395,797
Series C Preferred Stock issued for services		-		-		5,000			-			-		-		98,167			-			98,167
Series C Preferred Stock issued for compensation		-		-		6,250			1			-		-		117,916			-			117,917
Common stock issued for conversion of debt		-		-		-			-			818,709		82		5,124,232			-			5,124,314
Common stock issued for conversion of Series C Preferred Stock		-		-		(1,705,000	)		(171	)		5,683,336		568		(397	)		-			-
Common stock issued for services		-		-		-			-			36,000		4		215,636			-			215,640
Management stock compensation		-		-		-			-			150,000		15		1,692,447			-			1,692,462
Reclassification of derivative liability to equity		-		-		-			-			-		-		1,604,000			-			1,604,000
Reverse stock split adjustment		-		-		-			-			359		-		-			-			-
Net loss		-		-		-			-			-		-		-			(7,929,208	)		(7,929,208	)
Balance - September 30, 2025		1,666,667	$	167		763,700		$	76			17,702,912	$	1,770	$	115,609,688		$	(107,102,019	)	$	8,509,682

For the three and six months ended June 30, 2024

	Convertible Series A				Convertible Series C										Preferred			Common			Additional					Total
	Preferred stock				Preferred stock				Common Stock						Stock to be			Stock to be			Paid-In		Accumulated			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 preferred stock to be issued		-		-		108,333		11		-			-			(320,000	)		-			319,989		-			-
Series C Preferred Stock issued for cash		-		-		50,000		5		-			-			-			-			164,995		-			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
Series C Preferred Stock issued for preferred stock to be issued		-		-		74,999		7		-			-			(180,000	)		-			179,993		-			-
Common stock issued for services		-		-		-		-		250,000			25			-			-			159,975		-			160,000
Common stock to be issued for services		-		-		-		-		-			-			-			200,000			-		-			200,000
Net loss		-		-		-		-		-			-			-			-			-		(907,404	)		(907,404	)
Balance - June 30, 2024		10,000,000	$	1,000		2,546,831	$	254		36,552,150		$	3,655		$	-		$	290,000		$	76,832,217	$	(73,910,780	)	$	3,216,346

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

6 Table of ~~contents~~Contents

General Enterprise Ventures, Inc.

Consolidated Statements of Change in Stockholders’ Equity

(Unaudited)

For the three and nine months ended September 30, 2024

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

Balance - December 31, 2023		1,666,667	$	167		2,273,499	$	227		16,257,565		$	1,626		$	500,000		$	180,000		$	72,436,958	$	(69,483,666	)	$	3,635,312
Series C Preferred Stock issued for preferred stock to be issued		-		-		108,333		11		-			-			(320,000	)		-			319,989		-			-
Series C Preferred Stock issued for cash		-		-		50,000		5		-			-			-			-			164,995		-			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		-		-		-		-		41,667			4			-			(90,000	)		89,996		-			-
Common stock issued for conversion and settlement of debt		-		-		-		-		251,127			25			-			-			1,085,123		-			1,085,148
Cancellation of common stock -related party		-		-		-		-		(10,833,333	)		(1,083	)		-			-			1,083		-			-
Common stock issued for services		-		-		-		-		333,333			33			-			-			1,701,967		-			1,702,000
Net loss		-		-		-		-		-			-			-			-			-		(3,519,710	)		(3,519,710	)
Balance - March 31, 2024		1,666,667		167		2,471,832		247		6,050,359			605			180,000			90,000			76,496,107		(73,003,376	)	$	3,763,750
Series C Preferred Stock issued for preferred stock to be issued		-		-		74,999		7		-			-			(180,000	)		-			179,993		-			-
Common stock issued for services		-		-		-		-		41,667			4			-			-			159,996		-			160,000
Common stock to be issued for services		-		-		-		-		-			-			-			200,000			-		-			200,000
Net loss		-		-		-		-		-			-			-			-			-		(907,404	)		(907,404	)
Balance - June 30, 2024		1,666,667		167		2,546,831		254		6,092,026			609			-			290,000			76,836,096		(73,910,780	)		3,216,346
Warrants issued in conjunction with convertible debts		-		-		-		-		-			-			-			-			471,209		-			471,209
Common Stock issued for common stock to be issued		-		-		-		-		41,667			4			-			(90,000	)		89,996		-			-
Cancellation of stock to be issued for non performance of services		-		-		-		-		-			-			-			(200,000	)		-		-			(200,000	)
Net loss		-		-		-		-		-			-			-			-			-		(655,238	)		(655,238	)
Balance - September 30, 2024		1,666,667	$	167		2,546,831	$	254		6,133,693		$	613		$	-		$	-		$	77,397,301	$	(74,566,018	)	$	2,832,317

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

Table of Contents

General Enterprise Ventures, Inc.

Consolidated Statements of Cash Flows

(Unaudited)

	Six months ended
	Nine months ended
	June 30,
	September 30,
	2025			2024
Cash Flows from Operating Activities:
Net loss	$	(2230,~~807~~736,~~423~~631	)	$	(45,~~427~~082,~~114~~352	)
Adjustments to reconcile net loss to net cash used in operating activities:
Stock-based compensation		46,~~656~~780,~~409~~595			2,~~758~~558,000
Financing expense		8,679,189			-
Non-cash lease expenses		86123,~~052~~334			3959,~~519~~760
Depreciation and amortization		~~151~~241,~~646~~700			~~126~~190,~~600~~247
Amortization debt discount		1,000,390			-
Amortization of debt discount		2,226,678			72,996
Loss on settlement of debt		26,~~640~~770,~~611~~814			882,279
Change in fair value of derivative		3,777,767			-
Loss on fair value of derivative		2,002,767			-
Write off of deferred offering costs		197,415			-
Changes in operating assets and liabilities:
Accounts receivable		(~~336~~190,~~540~~720	)		(~~223~~2,~~438~~473	)
Inventory		(~~180~~237,~~563~~957	)		38(40,~~116~~946	)
Prepaid expenses and other current assets		(~~132~~12,~~241~~939	)		(~~791~~32,388	)
Security deposit		(36,991	)		-
Accounts payable and accrued liabilities		~~443~~730,~~354~~756			75127,~~043~~827
Related party advances funding operating expense		25,300			26,~~180~~495
Accrued interest - related parties		95160,~~447~~393			-
Deferred revenue		946,~~860~~000			-
Operating lease liabilities		(82116,~~803~~135	)		(3859,~~919~~260	)
Net Cash used in Operating Activities		(13,~~925~~386,~~536~~432	)		(~~768~~1,~~525~~319,815	)
Cash Flows from Investing Activities:
Purchase of property and equipment		(167,744	)		-
Purchase of equipment		(221,670	)		-
Net Cash used in Investing Activities		(~~167~~221,~~744~~670	)		-
Cash Flows from Financing Activities:
Advances received for convertible notes to be issued		-			695,000
Proceeds from convertible notes		1,909,000			1,031,320
Proceeds from convertible notes		1,909,000			-
Proceeds from convertible note - related party		1,776,082			-
Deferred offering cost		(59,223	)		(34,675	)
Payment of deferred offering costs		(71,311	)		(57,131	)
Repayment of loan- related party		(25,000	)		(60,000	)
Repayment of loan - related party		(25,000	)		(60,000	)
Proceed from issuance of Series C Preferred Stock		260,000			165,000
Proceeds from issuance of Series C Preferred Stock		5,655,797			165,000
Repayment of financing loan		(215,625	)		-
Net Cash provided by Financing Activities		39,~~645~~028,~~234~~943			~~765~~1,~~325~~079,189
Change in cash		15,~~551~~420,~~954~~841			(3240,~~200~~626	)
Cash, beginning of period		775,133			549,755
Cash, end of period	$	26,~~327~~195,~~087~~974		$	~~546~~309,~~555~~129
Supplemental Disclosure Information:
Cash paid for interest	$	5,~~870~~913		$	-
Cash paid for taxes	$	-		$	-
Non-Cash Financing Disclosure:
Common stock issued for services	$	-		$	1,862,000
Common stock to be issued for services	$	-		$	200,000
Series C Preferred stock issued for services	$	-		$	696,000
Common stock issued upon conversion of Series C Preferred stock	$	21,~~618~~004		$	-
Common stock issued for conversion and settlement of debt	$	510,~~604~~728,~~442~~756		$	1,085,148
Common stock issued for stock to be issued - management	$	-		$	90180,000
Series C Preferred stock issued for subscription received	$	-		$	500,000
Cancellation of common stock - related party	$	-		$	6,500
Warrants issued in conjunction with convertible debts	$	882,000		$	-471,209
Right -of-use assets obtained in exchange for new operating lease liabilities	$	865,218		$	-
Recognition of derivative liability as debt discount	$	1,027,000		$	-
Reclassification of derivative liability to additional paid-in capital	$	1,604,000		$	-
Transfer from inventory to property and equipment	$	95,297		$	-
Acquisition of property and equipment as financing loan	$	~~118~~291,~~776~~528		$	-

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

78 Table of ~~contents~~Contents

General Enterprise Ventures, Inc.

Notes to Unaudited Consolidated Financial Statements

~~June~~September 30, 2025

Note 1 – Organization, Business and ~~Going Concern~~Liquidity

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 “General Enterprise Ventures, Inc.,” “Company,” “we,” “us” and “our” mean General Enterprise Ventures, Inc. and all entities included in our unaudited interim consolidated financial statements.

Corporate Changes

Effective June 25, 2024, the Company formed and organized a wholly owned subsidiary, GEVI Insurance Holdings Inc., an Ohio corporation (“GEVI Insurance”), to enter the wildfire insurance markets utilizing the Company’s flame retardant and flame suppression product. Effective February 21, 2025, the Company formed MFB Insurance Company, Inc., a Hawaii corporation (“MFBI”) and organized it as a wholly owned subsidiary of GEVI Insurance to act as a captive insurance company to enter the wildfire insurance market. MFBI was formed to act as a captive insurance company to reinsure real property protected with the Company’s CitroTech product. MFBI is not currently able to reinsure real property.

Business

~~Our~~We ~~product~~develop ~~is CitroTech™, which is utilized in wildfire defense~~ and tomanufacture ~~treat~~environmentally ~~lumber~~sustainable, tonon-toxic, ~~inhibit~~long-term fire.-inhibiting Inproducts ~~addition,~~for weuse ~~are~~in ~~developing~~industrial aand ~~coating~~wildfire todefense ~~treat lumber during manufacture prior to distribution~~applications. ~~Our~~The ~~product~~Company’s isproprietary ~~sustainable~~formulation, ~~because~~CitroTech®, it is ~~made~~derived offrom food-grade, ~~ingredients~~renewable ~~derived~~materials ~~from~~and ~~corn,~~is ~~fruits~~designed ~~and~~to ~~other~~provide ~~renewable~~an ~~sources.~~alternative ~~Our~~to ~~current~~legacy ~~customer~~conventional ~~base~~chemical isfire ~~mainly~~retardants. CitroTech™ ~~comprised~~is ofused ~~homeowners,~~in ~~developers~~the ~~and~~manufacturing of fire-resilient ~~departments.~~lumber ~~Homeowners~~ and ~~developers~~building ~~use~~materials, ~~our~~enabling ~~product~~integration toof ~~proactively~~flame-inhibiting ~~spray~~properties ~~wood framing~~ during ~~construction~~production toor ~~treat~~applied in the ~~property~~field ~~prior~~ to ~~the~~new ~~occurrence of fires~~homes. WeIn ~~install~~addition, ~~systems~~it tois ~~deploy~~utilized ~~our~~by ~~product~~fire ~~remotely~~departments, tomunicipalities, ~~provide~~and aother ~~buffer~~public ~~zone~~and ~~around~~private ~~properties~~sector toentities ~~prevent~~in ~~combustion.~~connection ~~Fire~~with ~~Departments~~ground-based ~~use~~wildfire ~~our~~defense ~~product~~and tostationary ~~proactively~~application ~~spray~~systems ~~around~~intended ~~controlled~~to ~~burns~~help ~~and~~render ~~areas~~vegetation ~~that~~non-flammable, ~~traditionally~~reduce ~~have~~ignition ~~active wildfire~~ risk toand ~~prevent~~enhance ~~expansion~~structural ~~of the burn area~~protection.

~~Going~~The ~~Concern~~Company continues to evaluate and develop additional formulations and product treatments to expand the range of potential commercial applications for its technology.

~~Our~~Reverse ~~unaudited~~stock interim consolidated financial statements are prepared on a going concern basis, which contemplates the realization of assets and the satisfaction of liabilities and commitments in the normal course of business. The Company has incurred losses since inception and has a net loss of approximately $22.8 million and revenue of $1.7 million for the six months ended June 30, 2025. The Company also has a working capital deficiency of approximately $2.0 million, as of June 30, 2025. These conditions raise substantial doubt about the Company’s ability to continue as a going concern within one year after the date that the unaudited consolidated financial statements are issued.split

~~Management~~On ~~recognizes~~April ~~that~~15, 2025, ~~the~~our ~~Company~~Board ~~must~~of ~~obtain~~Directors ~~additional~~and ~~resources~~our tostockholders ~~successfully~~that ~~implement~~have ~~its~~a ~~business~~majority ~~plans.~~of ~~During~~our ~~the~~voting ~~six~~power ~~months~~approved ~~ended~~an ~~June~~amendment ~~30,~~to ~~2025,~~our ~~the~~articles ~~Company completed financings from the issuance~~ of ~~Series~~incorporation C(as ~~preferred stock~~amended, ~~and~~the ~~convertible~~“Articles ~~notes, generating net proceeds~~ of ~~approximately~~Incorporation”) ~~$3.9 million.~~to ~~However,~~effect the ~~Company’s~~reverse ~~existing~~stock ~~cash~~split ~~resources~~(which ~~and~~includes ~~income~~the ~~from~~outstanding ~~operations,~~Series ~~are~~A ~~not~~Preferred ~~expected~~Stock toand ~~provide~~Common ~~sufficient~~Stock ~~funds~~of tothe ~~carry~~Company ~~out~~at ~~the~~a ~~Company’s~~1-for-6 ratio). ~~operations~~The ~~and~~reverse ~~business~~stock ~~development~~split ~~through~~was ~~the~~effective ~~next~~on ~~twelve~~August ~~(12)~~27, ~~months~~2025.

~~Management~~All ~~plans~~share ~~to continue to raise funds~~ and ~~complete~~per ashare ~~public~~information ~~offering to support our operations~~ in ~~2025.~~these 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 interim consolidated financial~~ statements doretroactively ~~not~~reflect ~~include~~this ~~any~~reverse ~~adjustments~~stock ~~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~~split.

89 Table of ~~contents~~Contents

Liquidity

The Company has incurred losses since inception and incurred a net loss of $30.7 million during the nine months ended September 30, 2025. However, in September 2025, the Company completed an equity offering which generated net proceeds of $5.4 million. Additionally, in October 2025, the Company completed an equity offering which generated net proceeds of $2.7 million (see Note 13).

The Company’s existing cash resources are expected to provide sufficient funds to carry out the Company’s planned operations through fiscal year 2026. To continue operations beyond such time frame, the Company may be required to raise additional funds by completing additional equity or debt offerings or increasing revenue. There can be no assurance that the Company will be successful in acquiring additional funding, that the Company’s projections of its future working capital needs will prove accurate, or that any additional funding would be sufficient to continue operations in future years.

Note 2 – Summary of Significant Accounting Policies

Basis of Presentation

Our unaudited interim consolidated financial statements and accompanying notes are prepared in accordance with generally accepted accounting principles in the United States of America (“GAAP”) for interim financial information and with the instructions to Form 10-Q and Regulation S-X. Accordingly, the unaudited interim consolidated financial statements do not include all of the information and footnotes required by generally accepted accounting principles for complete financial statements. However, except as disclosed herein, there has been no material change in the information disclosed in the Notes to Consolidated Financial Statements included in the Annual Report on Form 10-K of General Enterprise Ventures, Inc. for the year ended December 31, 2024.

In the opinion of management, the accompanying unaudited interim consolidated financial statements contain all adjustments, consisting of only normal recurring adjustments, necessary for a fair statement of its financial position as of ~~June~~September 30, 2025, and its results of operations for the three months and ~~six~~nine months ended ~~June~~September 30, 2025, and 2024, and cash flows for the ~~six~~nine months ended ~~June~~September 30, 2025, and 2024. The balance sheet at December 31, 2024, was derived from audited annual financial statements but does not contain all of the footnote disclosures from the annual financial statements.

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

Principles of Consolidation

The 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.

Table of Contents

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 -focused ~~environmentally~~on sustainable long-term flame-retardants ~~retardant~~ and ~~flame~~wood ~~suppression~~treatment ~~company for the residential home industry~~technologies.

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.

9 Table of contents

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 ~~June~~September 30, 2025 and December 31, 2024. The Company had cash of $26,~~327~~195,~~087~~ 974 and $775,133, as of ~~June~~September 30, 2025 and December 31, 2024, respectively.

Periodically, the Company may carry cash balances at financial institutions more than the federally insured limit of $250,000 per institution. The amount in excess of the FDIC insurance as of ~~June~~September 30, 2025, was approximately $15.75 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 ~~six~~three and nine months ended ~~June~~September 30, 2025 and 2024, the Company recorded no bad debt expense, and no allowance for credit losses as of ~~June~~September 30, 2025 and December 31, 2024.

Table of Contents

Fair Value of Financial Instruments

The Company uses a three-tier fair value hierarchy to classify and disclose all assets and liabilities measured at fair value on a recurring basis, as well as assets and liabilities measured at fair value on a non-recurring basis, in periods subsequent to their initial measurement. The hierarchy requires the Company to use observable inputs when available, and to minimize the use of unobservable inputs, when determining fair value. The three tiers are defined as follows:

●· Level 1—Observable inputs that reflect quoted market prices (unadjusted) for identical assets or liabilities in active markets; ●· Level 2—Observable inputs other than quoted prices in active markets that are observable either directly or indirectly in the marketplace for identical or similar assets and liabilities; and ●· Level 3—Unobservable inputs that are supported by little or no market data, which require the Company to develop its own assumptions.

Financial instruments measured at fair value are classified in their entirety based on the lowest level of input that is significant to the fair value measurement. The Company’s assessment of the significance of a particular input to the fair value measurement in its entirety requires the Company to make judgments and consider factors specific to the asset or liability. The use of different assumptions and/or estimation methodologies may have a material effect on estimated fair values. Accordingly, the fair value estimates disclosed, or initial amounts recorded, may not be indicative of the amount that the Company or holders of the instruments could realize in a current market exchange.

10 Table of contents

Recurring Fair Value Measurements

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

June 30, 2025	Level 3
Liabilities
Derivative Liability – conversion feature	$	3,733,000

There were no liabilities measured at fair value on a recurring basis as of September 30, 2025.

December 31, 2024	Level 3
Liabilities
Derivative Liability – conversion feature	$	1,055,233

Nonrecurring Fair Value Measurements

The valuation of warrants and market based compensation awards, were derived using Level 32 inputs.

Other Fair Value Disclosures

The Company’s financial instruments, including cash, accounts receivable, prepaid expenses, ~~deferred offering costs,~~ accounts payable and accrued liabilities, deferred revenue and loans payable, are carried at historical cost. As of ~~June~~September 30, 2025 and December 31, 2024, the carrying amounts of these instruments approximated their fair values because of the short-term nature of these instruments.

Convertible Notes

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.

Table of Contents

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.

11 Table of contents

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 ~~six~~nine months ended ~~June~~September 30, 2025, our revenues currently consist of a sale of product used for lumber products for fire prevention and anon installation of self-contained sprinkler systems. Revenue is recognized at a point in time, that is which the risks and rewards of ownership of the product transfer from the Company to the customer.

Deferred revenue

Deferred revenue consists of advanced payments for our service that have not been rendered. Revenue is recognized when service is rendered. As of ~~June~~September 30, 2025 and December 31, 2024, total deferred revenue was $946,~~860~~000 and $0, respectively. Deferred revenue is expected to be recognized as revenue within the ~~third~~fourth quarter of 2025.

Table of Contents

Cost of Revenue

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

Three Months Ended

~~Six~~Nine months ended

June 30,

September 30,

2025

2024

2025

2024

Cost of inventory

~~304~~494,~~791~~144

5898,~~529~~637

~~821~~1,~~234~~315,378

~~134~~233,~~725~~362

Freight and shipping

515,~~899~~665

51,~~620~~171

621,~~059~~724

89,~~150~~321

Consulting and advisory-related party

65,~~200~~800

4,000

1016,~~400~~200

Royalty and sales commission-related party

1920,~~590~~456

91,290

6283,~~736~~192

Rent expense

6065,~~702~~794

3839,~~046~~373

~~101~~166,~~069~~863

5695,~~189~~562

Total cost of revenue

~~371~~575,~~392~~603

~~127~~165,~~985~~437

1,~~023~~599,~~652~~255

~~272~~437,~~200~~637

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 ~~six~~nine months ended ~~June~~September 30, 2025 and 2024, the following common stock equivalents were excluded from the computation of diluted net loss per share as the result of the computation was anti-dilutive.

	June 30,		June 30,
	September 30,		September 30,
	2025		2024
	Shares		Shares
Convertible notes		121,~~226~~266,~~924~~987		-467,083
Common stock warrants		11,385,125		-
Common Stock warrants		1,925,768		233,542
Convertible Series C Preferred Stock		40,730,140		49,059,894
Series C Convertible Preferred Stock		2,545,667		8,281,673
		64,342,189		49,059,894
		5,738,422		8,982,298

12 Table of contents

Deferred Offering Costs

~~Pursuant~~Costs ~~to ASC 340-10-S99-1, costs~~ directly attributable to an offering of equity securities are deferred and would be charged against the gross proceeds of the offering as a reduction of additional paid-in capital. Deferred offering costs consist of underwriting, legal, accounting, and other expenses incurred through the balance sheet date that are directly related to the proposed public offering. Should the proposed public offering prove to be unsuccessful, these deferred costs, as well as additional expenses to be incurred, will be expensed. On August 19, 2025, the Company withdrew the registration statement, as a result, the Company expensed deferred offering costs within professional and general and administrative expenses.

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

	June 30,		December 31
	September 30,		December 31,
	2025		2024
Legal fees	$	94,537	$	52,131
Professional fees	$	-	$	52,131
General and administrative expenses		~~90,790~~-		73,973
Total	$	185,327	$	126,104
	$	-	$	126,104

Table of Contents

Stock-Based Compensation

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

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

	Three Months Ended					~~Six~~Nine months ended
	June 30,					June 30,
	September 30,					September 30,
	2025		2024			2025		2024
Management compensation	$	1,~~867~~810,~~669~~379	$	-		$	24,~~288~~098,~~389~~768	$	-
Professional fees		-		200,000			2,368,020		1,175,250
Professional fees (*)		313,807		(200,000	)		578,227		2,050,000
Professional fees - related party		-		-			-2,103,600		1348,~~422,750~~000
Advertising and marketing		-		~~160,000~~-			-		160,000
Financing expense		~~2,511,855~~-		-			8,679,189		-
	$	42,~~379~~124,~~524~~186	$	~~360~~(200,000	)	$	1315,~~335~~459,~~598~~784	$	2,~~758~~558,000

(*) for the three months ended September 30, 2024, the Company recognized negative expense due to a forfeiture for stock based professional fee.

Compensation cost for stock awards, which include common shares, Series C Preferred Stock, warrants and performance stock units (“PSUs”), is measured at the fair value on the grant date and recognized as expense, net of estimated forfeitures, over the related service or performance period. The fair value of stock awards is based on the quoted price of our common stock on the grant date and Series C Preferred stock as if converted to common stock. We measure the fair value of PSUs using a Monte Carlo valuation model and warrants using a Black Scholes valuation model. Compensation cost for PSUs are recognized using the derived service period and accelerated if the condition is satisfied at an earlier date.

Recently Issued Accounting Pronouncements

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.

13 Table of contents

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.

Table of Contents

Note 3 – Inventory

As of ~~June~~September 30, 2025 and December 31, 2024, inventory consisted of the following:

	June 30,		December 31,
	September 30,		December 31,
	2025		2024
Finished goods	$	~~171~~211,~~449~~747	$	50,469
Raw materials		~~238~~255,~~474~~570		274,188
	$	~~409~~467,~~923~~317	$	324,657

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

Note 4 – Equipment, net

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

	June 30,			December 31,
	September 30,			December 31,
	2025			2024
Cost:
Equipment	$	1731,~~186~~113		$	9,366
Vehicles		~~494~~706,~~152~~903			120,155
		511,338			129,521
		738,016			129,521
Less: accumulated depreciation		(4573,~~827~~898	)		(18,147	)
Equipment, net	$	~~465~~664,~~511~~118		$	111,374

During the ~~six~~nine months ended ~~June~~September 30, 2025, the Company purchased vehicles and equipment for $~~381~~608,~~817~~495, of which $~~118~~291,~~776~~528 was purchased with a financing loan and transferred vehicles from inventory of $95,297 due to a change of use.

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

Three Months Ended

~~Six~~Nine months ended

June 30,

September 30,

2025

2024

2025

~~2024~~2023

Depreciation

1528,~~124~~071

~~274~~472

2755,~~680~~751

~~934~~1,406

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 ~~six~~nine months ended ~~June~~September 30, 2025, the Company repaid $101,478, of which $4,629 is for interest. In March 2025, the Company fully paid this financing loan.

~~The~~16 ~~Company~~Table ~~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 six months ended June 30, 2025, the Company repaid $104,732, of which $955 is for interest. In March 2025, the Company fully paid this financing loan.Contents

14The ~~Table~~Company had a financing loan for the purchase of ~~contents~~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 nine months ended September 30, 2025, the Company repaid $104,732, of which $955 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 September 2025. A repayment of loan schedule is $2,021 per month for 60 months, beginning October 2025, with an interest rate of 11.33%.

The Company had a financing loan for the purchase of vehicle in September 2025. A repayment of loan schedule is $2,083 per month for 48 months, beginning October 2025, with an interest rate of 11.90%.

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. MFB California currently holds 31 granted patents and 56 pending patent applications. The granted patents include MFB California’s main chemistry and applications. MFB California has 21 trademarks and various copyrights. Internally generated patents, trademarks and copyrights, are expensed as incurred.

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

	June 30,			December 31,
	September 30,			December 31,
	2025			2024
Acquired patents (19)	$	4,195,353		$	4,195,353
Accumulated amortization		(~~619~~681,~~828~~811	)		(495,862	)
Intangible assets, net	$	3,~~575~~513,~~525~~542		$	3,699,491

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

2025 remaining	$	123,966
December 31,
2025 remaining	$	61,983
2026		247,931
2027		247,931
2028		247,931
2029		247,931
Thereafter		2,459,835
	$	3,~~575~~513,~~525~~542

As of ~~June~~September 30, 2025, the weighted-average useful life is 14.6338 years.

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

	Three Months Ended				~~Six~~Nine months ended
	June 30,				June 30,
	September 30,				September 30,
	2025		2024		2025		~~2024~~2023
Amortization	$	61,983	$	6263,~~491~~175	$	~~123~~185,~~966~~949	$	~~125~~188,~~666~~841

Table of Contents

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

In January 2025, the Company entered into an operating lease for our office and warehouse. The commencement date is April 1, 2025, and the termination date is March 31, 2030. The Company records a security deposit of $36,991.

15 Table of contents

Short-term lease

The Company has some rental equipment with a month-to-month contract and leases ~~commercial~~mobile office space, ~~for~~used ~~office,~~in ~~retail~~our ~~and~~warehouse ~~warehousing~~location, which is under a one year lease agreement and expires ~~June~~July 3028, ~~2025~~2026.

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

Three Months Ended

~~Six~~Nine months ended

June 30,

September 30,

2025

2024

2025

2024

The components of lease expense were as follows:

Operating lease cost

6551,~~811~~379

21,498

87138,~~309~~688

4264,~~996~~494

Short-term lease cost

411,~~553~~307

1727,~~348~~603

3453,~~146~~272

2047,~~041~~644

Variable lease cost

1017,~~472~~320

113,~~582~~996

1330,~~204~~524

1115,~~282~~278

Total lease cost

80,~~836~~006

5053,~~428~~097

~~134~~222,~~659~~484

74127,~~319~~416

Supplemental cash flow information related to leases was as follows:

	Six months ended
	Nine months ended
	June 30,
	September 30,
	2025			2024
Cash paid for operating cash flows from operating leases	$	~~106~~163,~~164~~194		$	5471,~~278~~954
Right-of-use asset obtained in exchange for new operating lease liabilities	$	865,218		$	-
Weighted-average remaining lease term - operating leases (year)		4.7550			10.0883
Weighted-average discount rate — operating leases		7.00	%		6.50	%

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

2025 - remaining of six months	$	94,860
Year ending December 31,
2025 - remaining three months	$	47,430
2026		195,412
2027		203,228
2028		211,357
2029		219,812
Thereafter		55,486
		980,155
		932,725
Less: Imputed interest		(~~147~~133,~~693~~595	)
Operating lease liabilities	$	~~832~~799,~~462~~130

1618 Table of ~~contents~~Contents

Note 7 – Convertible Notes

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

				Effective			Stated
	Principal		Maturity	Interest			Interest			~~June~~September 30,			December 31,
Payment date	Amount		~~Maturity~~ date	Rate			Rate			2025			2024
July 15, 2024	$	795,000	July 15, 2025		390	%		10	%	$	-		$	795,000
August 15, 2024	$	326,000	August 15, 2025		398	%		10	%		-			326,000
November 15, 2024	$	100,000	November 15, 2025		511	%		10	%		~~100,000~~-			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~~631	%		10	%		~~575~~400,000			-
Total Convertible notes										$	2400,~~250,~~000		$	1,296,000
Less: Unamortized debt discount											(1336,~~972,407~~880	)		(1,099,923	)
											277,593			196,077
											63,120			196,077
Less: Current portion											(~~277~~63,~~593~~120	)		(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 (1233,~~401,250~~550 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 $03.5000 per share. The outstanding principal amount of convertible notes and unpaid interest is convertible at conversion price of the lesser of (i) $02.40 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~~36,~~750~~460 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 (2432,~~593,750~~296 shares of common stock). The convertible notes have a term of twelve (12) months, at an interest rate of 10% per annum and warrants are with a term of five (5) years, at exercise price of $03.50 00 per share. The outstanding principal amount of convertible notes and unpaid interest is convertible at conversion price of the lesser of (i) $02.40 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 ~~six~~nine months ended ~~June~~September 30, 2025, the Company recognized the debt discount of $2,075,000 (Original Issued Discounts of discount of $166,000, warrants of $882,000 and derivative liability of $1,027,000).

In June 2025, seventeen (17) note holders converted convertible notes issued in July and August 2024 of $1,121,000 and accrued interest of $97,353 into 3 507,~~045,892~~ 661 shares of common stock. As a result, the Company settled convertible notes, accrued interest, debt discount of $381,522, and derivative liability of $2,127,000, and recorded loss on settlement of debt of $2,640,611.

~~During~~19 ~~the~~Table ~~six months ended June 30, 2025 and 2024, the Company recognized interest expense~~ of $136,931 and $135 and amortization of debt discount of $820,994 and $0, respectively. During the three months ended June 30, 2025 and 2024, the Company recognized interest expense of $76,673 and $0 and amortization of debt discount of $475,166 and $0, respectively. As of June 30, 2025 and December 31, 2024, the Company recorded accrued interest of $90,301 and $50,723, respectively.Contents

On August 19, 2025, the Company withdrew its registration statement and decided not to proceed with qualified offering. The Company determined that the bifurcated conversion feature was no longer a liability and is now categorized as equity. As a result, the Company reclassified its derivative liability of $1,604,000 to additional paid-in capital.

In July and September 2025, six (6) note holders converted convertible notes issued in November and December 2024 and February 2025 of $1,850,000 and accrued interest of $114,897 into 818,709 shares of common stock. As a result, the Company settled convertible notes, accrued interest, debt discount of $1,324,787, and derivative liability of $354,000, and recorded loss on settlement of debt of $4,130,203.

During the nine months ended September 30, 2025 and 2024, the Company recognized interest expense of $186,405 and $21,014 and amortization of debt discount of $1,131,734 and $72,996, respectively. During the three months ended September 30, 2025 and 2024, the Company recognized interest expense of $49,473 and $20,879 and amortization of debt discount of $310,740 and $72,996, respectively. As of September 30, 2025 and December 31, 2024, the Company recorded accrued interest of $24,878 and $50,723, respectively.

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

Note 8 – Derivative Liability

Fair Value Assumptions Used in Accounting for Derivative Liabilities

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

The Company determined our derivative liabilities to be a Level 3 fair value measurement and used the Binomial Lattice model to calculate the fair value as of ~~June~~September 30, 2025 and December 31, 2024.

17For ~~Table~~the nine months ended September 30, 2025 and the year ended December 31, 2024, the estimated fair values of ~~contents~~the liabilities measured on a recurring basis, used the following significant assumptions:

For the six months ended June 30, 2025 and the year ended December 31, 2024, the estimated fair values of the liabilities measured on a recurring basis, used the following significant assumptions:

	September 30,			December 31
	2025			2024
Expected term	0.13 - 1 year			0.29 years
Risk-free interest rate	4.02 - 4.34		%		4.15	%
Stock price at valuation date	$	5.34 - 11.7			4.38
Expected average volatility	60.5 - 146.5		%		95.41	%
Expected dividend yield		-			-

	June 30,			December 31
	2025			2024
Expected term	0.13 - 1 year			0.29 years
Risk-free interest rate	4.02 - 4.30		%		4.15	%
Stock price at valuation date	$	0.89 - 1.95	%		0.73
Expected average volatility	60.5 - 146.5		%		95.41	%
Expected dividend yield		-			-

Table of Contents

The following table summarizes the changes in the derivative liabilities during the ~~six~~nine months ended ~~June~~September 30, 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
Settled on issuance of common stock		(2,~~127~~481,000	)
Loss on change in fair value of the derivative		3,777,767
Reclassification to additional paid in capital		(1,604,000	)
Balance - June 30, 2025	$	3,733,000
Loss on fair value of derivative liability		2,002,767
Balance - September 30, 2025	$	-

Note 9 – Accounts payable and accrued liabilities

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

	June 30,		December 31,
	September 30,		December 31,
	2025		2024
Accounts payable	$	~~343~~570,~~329~~593	$	48,195
Accrued interest		9024,~~321~~877		51,663
Credit card		~~939~~6,933		4,540
Sales tax payable		6125,~~987~~831		11,737
Other liabilities		3665,~~409~~128		70,849
	$	532,985	$	186,984
Payroll liability		12,127		-
	$	705,489	$	186,984

Note 10 – Related Party Transactions

The related parties that had material transactions for the ~~six~~nine months ended ~~June~~September 30, 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 former Chief Executive Officer of the Company from April 1, 2025 to October 1, 2025. Current Chairman of the Board of Directors.
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~~A -company ~~MFB~~controlled ~~Ohio~~by ~~board~~our ~~advisor,~~Chief ~~resigned~~Financial ~~during 2024~~Officer
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

1821 Table of ~~contents~~Contents

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

	Six Months Ended
	Nine Months Ended
	June 30,
	September 30,
Related Party	2025		2024		Nature of transaction	Financial Statement Line Item
A	$	2,103,600	$	-	150,000 Series C preferred stock for consulting fee	Professional fees - related party
A	$	25,300	$	26,~~180~~495	Payment operating expenses on behalf of the Company	~~Operating~~Due ~~expenses~~to related party
A	$	25,000	$	60,000	Repayment loan	Due to related party
D	$	21,600	$	4164,~~600~~800	Cash paid for consulting fees	Professional fees - related party
D	$	4,000	$	1016,~~400~~200	Cash paid for consulting and advisory fees	Cost of revenue - related party
E	$	-	$	69108,~~264~~808	Cash paid for management fee	Professional fees - related party
E	$	91,290	$	6283,~~736~~192	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
G	$	2,511,855	$	-	69,007 Series C preferred stock for services	Financing expense
H	$	-16,065	$	~~85,980~~-	~~100,000~~Edgar ~~shares~~filing ~~of common stock issued for advisory fee~~expense	~~Professional~~General ~~fees~~and ~~- related party~~administrative
I	$	-	$	214,950	250,000 shares of common stock issued for advisory fee	Professional fees - related party
H	$	39,624	$	-	Professional service - accounting	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

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

	Three Months Ended
	June 30,
	September 30,
Related Party	2025		2024		Nature of transaction	Financial Statement Line Item
B	$	25,300	$	-	Payment operating expenses on behalf of the Company	Due to related party
D	$	5,600	$	23,200	Cash paid for consulting fees	Professional fees - related party
B	$	25,000	$	-	Repayment loan	Due to related party
D	$	-	$	5,800	Cash paid for consulting and advisory fees	Cost of revenue - related party
D	$	5,600	$	24,800	Cash paid for consulting fees	Professional fees - related party
E	$	-	$	39,544	Cash paid for management fee	Professional fees - related party
D	$	-	$	6,200	Cash paid for consulting and advisory fees	Cost of revenue - related party
E	$	-	$	20,456	Cash paid for royalty and sales commissions	Cost of revenue - related party
E	$	-	$	40,410	Cash paid for management fee	Professional fees - related party
H	$	1,458	$	-	Edgar filing expense	General and administrative
E	$	-	$	19,590	Cash paid for royalty and sales commissions	Cost of revenue - related party
H	$	20,224	$	-	Professional service -accounting	Professional fees - related party
G	$	2,511,855	$	-	69,007 Series C preferred stock for services	Financing expense

1922 Table of ~~contents~~Contents

Convertible notes – related parties

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

				Effective			Stated
	Principal		Maturity	Interest			Interest			~~June~~September 30,			December 31,
Payment date	Amount		~~Maturity~~ date	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		~~320~~128	%		10	%		2,000,000			-
Total Convertible notes										$	2,576,693		$	576,693
Less: Unamortized debt discount											(1729,~~644,691~~143	)		-
											932,002			576,693
											1,847,550			576,693
Less: Current portion											(~~932~~1,~~002~~847,550	)		(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 $02.3616. 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 (2416,~~500,000~~667 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 $03.50 00 per share. The outstanding principal amount of convertible notes and unpaid interest is convertible at a fixed conversion price of $02.40. 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~~costs as debt discount. The Company has accounted for the convertible debt at amortized cost under ASC 470-20.

During the ~~six~~nine months ended ~~June~~September 30, 2025, the Company recognized the debt discount of $1,824,087 (Original Issued Discounts of discount and financing fee of $223,918 and warrants of $1,600,169).

During the three and ~~six~~nine months ended ~~June~~September 30, 2025, the Company recognized interest expenses of $64,~~241~~ 946 and $95160,~~447~~ 393 and amortization of debt discount of $~~148~~915,~~546~~ 548 and $~~179~~1,~~396~~094,944, respectively. As of ~~June~~September 30, 2025, the Company recorded accrued interest of $95160,~~447~~393.

20 Table of contents

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~~000 shares are preferred stock.

Table of Contents

Preferred Shares

Shares Outstanding

The Company is authorized to issue up to 30,000,000 shares of Preferred Stock, par value $0.0001 per share.

Series A Preferred Stock

The Company originally designated 10,000,000 shares of its Preferred Stock as Series A Convertible Preferred Stock. On March 17, 2025, the Company amended and restated its Series A Convertible Preferred Stock to designate 10,000,000 shares of its Preferred Stock as Series A Preferred Stock, par value $0.0001, with the following rights and privileges.

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

Voting Rights. Each share of Series A Preferred Stock is entitled to 1,000 votes on all matters submitted to a vote of the holders of Common Stock, voting together with the holders of Common Stock as a single class. Holders of shares of Series A Preferred Stock do not have cumulative voting rights. This means a holder of a single share of Series A Preferred Stock cannot cast more than one vote for each position to be filled on the Board of Directors.

Other Rights. Shares of Series A Preferred Stock are not entitled to a liquidation preference. The holders of the Series A Preferred Stock may not be redeemed without the consent of the holders of the Series A Preferred Stock. The holder of the Series A Preferred Stock are not entitled to pre-emptive rights or subscription rights.

As of ~~June~~September 30, 2025 and December 31, 2024, there were 101,~~000~~666,~~000~~667 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 203.3333 shares of the Common Stock of the Company (the “Conversion Ratio”). Such Conversion Ratio, and the rate at which shares of Series C Convertible Preferred Stock may be converted into shares of Common Stock, shall be subject to adjustment.

Other Rights. The holders of the Series C Convertible Preferred Stock are not entitled to a liquidation preference. The holders of the Series C Convertible Preferred Stock may not be redeemed without the consent of the holders of the Series C Convertible Preferred Stock. The holder of the Series C Convertible Preferred Stock are not entitled to pre-emptive rights or subscription rights.

21In ~~Table~~September 2025, the Company entered into Securities Purchase Agreements with certain investors for the issuance and sale (the “PIPE Offering”) of ~~contents~~(i) 420,943 shares of its Series C Convertible Preferred Stock for an aggregate purchase price of approximately $5.4 million, net of proceeds and (ii) warrants (the “PIPE Warrants”) to purchase up to 701,563 shares of Common Stock at an offering price of $15.00 per share of Series C Preferred Stock and accompanying PIPE Warrant. The PIPE Warrants are exercisable immediately upon issuance at an exercise price of $6.00 per share and will expire five years from the date of issuance.

~~During~~24 ~~the~~Table ~~six months ended June 30, 2025, the Company issued 344,007 shares~~ of ~~Series C Preferred Stock as follows:~~Contents

·In 27addition,~~500~~ ~~shares~~during ~~for~~the ~~purchase~~nine ~~subscriptions~~months ofended ~~$260,000,~~September ~~at prices of $4.00 or $6.00 per share · 236~~30,~~507~~ ~~shares for services~~2025, ~~valued~~the atCompany $4issued 355,~~860,875 at market price on issuance dates. · 80,000~~ 257 shares ~~for~~of ~~compensation,~~Series ~~valued~~C atPreferred ~~$1,520,720~~Stock atas ~~market price on issuance dates.~~follows:

In· ~~January~~27,500 ~~and~~shares ~~April~~for ~~2025~~purchase subscriptions of $260,000, ~~the~~at ~~holders~~prices of ~~the~~$4.00 ~~Convertible~~or ~~Series~~$6.00 Cper ~~Preferred~~share ~~Stock~~· ~~converted 776~~241,~~831~~507 ~~and~~shares ~~532~~for services,~~638 shares~~ ofvalued ~~the~~at ~~Company’s~~$4,959,042 ~~Convertible~~at ~~Series~~market Cprice ~~Preferred~~on ~~Stock~~issuance ~~into 15~~dates. · 86,~~536~~250 shares for compensation,~~620~~ ~~and~~valued 10at $1,~~652~~638,~~760 shares~~629 ofat ~~the~~market ~~Company’s~~price ~~common~~on ~~stock~~issuance ~~respectively~~dates.

AsDuring ofthe ~~June~~nine ~~30,~~months ended September 2025, ~~and~~the ~~December~~holders ~~31,~~of ~~2024,~~the ~~there~~Series ~~were~~C Convertible Preferred Stock converted ~~2,036,507 and~~ 3,~~001~~014,~~969~~469 shares of the Company’s Series C Convertible Preferred Stock ~~issued~~into 10,048,252 shares ~~and~~of ~~outstanding,~~the ~~respectively~~Company’s common stock.

As of September 30, 2025 and December 31, 2024, there were 763,700 and 3,001,969 shares of the Company’s Series C Convertible Preferred Stock issued and outstanding, respectively.

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 ~~six~~nine months ended ~~June~~September 30, 2025, the Company issued 29 11,~~245~~562,~~272~~ 648 shares of common stock as follows:

· 2610,~~189~~048,~~380~~252 shares for conversion of Series C Preferred Stock. · 31,~~045~~326,~~892~~370 shares for conversion of debt of $510,~~604~~728,~~442~~756. · 1037,~~000~~667 shares for services, valued at $19234,640. · 150,000 shares for management compensation. · 359 shares for reverse stock split adjustment.

As of ~~June~~September 30, 2025 and December 31, 2024, there were 6617,~~086~~702,~~853~~912 and 366,~~841~~140,~~581~~264 shares of the Company’s common stock issued ~~and outstanding~~, respectively.

Table of Contents

Restricted stock award

On June 27, 2025 (the “Effective Date”), the Company entered into the employment agreement with our Chief Operating Officer (“COO”), commencing on July 21, 2025. Under this agreement, the Company issued 150,000 restricted shares of the Common Stock as stock bonus. Shares shall vest one-fourth each anniversary of the Effective Date.

The grant date fair value of shares is $1,799,970. During the three and nine months ended September 30, 2025, the Company recorded compensation expense of $112,498. As of September 30, 2025, unrecognized compensation cost for unvested equity awards was $1,687,472.

On September 22, 2025, the Company entered into the employment agreement with our new Chief Executive Officer (“CEO”), commencing on October 1, 2025 (the “Effective Date”). Under this agreement, the Company issued 90,000 restricted shares of the Common Stock as stock bonus. Shares shall vest one-fourth on first anniversary of the Effective Date and the remaining three-fourths on monthly basis over the following 36 months.

The grant date fair value of shares is $509,400. As of September 30, 2025, unrecognized compensation cost for unvested equity awards was $509,400.

Management stock compensation (PSU)

OnDuring ~~April 1,~~ 2025, the Company entered into ~~the~~employment and consulting ~~agreement~~agreements with our CEO, COO and Consultant. The ~~consulting~~stock ~~fee~~compensation based on market capitalization condition is as s follows;:

· 70,000 shares of the Company’s Series C Convertible Preferred Stock when the Company's market capitalization reaches and sustains a market capitalization for 30 consecutive days above $120,000,000; · 70,000 shares of the Company’s Series C Convertible Preferred Stock when the Company's market capitalization reaches and sustains a market capitalization for 30 consecutive days above $150,000,000; · 70,000 shares of the Company’s Series C Convertible Preferred Stock when the Company's market capitalization reaches and sustains a market capitalization for 30 consecutive days above $200,000,000; and · 70,000 shares of the Company’s Series C Convertible Preferred Stock when the Company's market capitalization reaches and sustains a market capitalization for 30 consecutive days above $250,000,000

Market capitalization for 30 consecutive days		Consulting agreement CEO resigned on October 1, 2025 (Shares)		Consulting agreement Director (Shares)		Employment agreement COO (Shares)
$	120,000,000	70,000 series C preferred stock		70,000 series C preferred stock			-
$	150,000,000	70,000 series C preferred stock		70,000 series C preferred stock		37,500 common stock
$	200,000,000	70,000 series C preferred stock		70,000 series C preferred stock		37,500 common stock
$	250,000,000	70,000 series C preferred stock		70,000 series C preferred stock		37,500 common stock
$	300,000,000		-		-	37,500 common stock

	Fair value ($)	$	1,932,000	$	3,165,000	$	1,740,000

The Company used the Monte Carlo model to calculate the fair value of compensation and estimated a total of the grant date fair value of $16,~~932~~837,000. The Company records compensation expense over the term of a derived service period unless the condition is satisfied at an earlier date. During the three and ~~six~~nine months ended ~~June~~September 30, 2025, the Company recorded compensation expense of $~~767~~1,~~669~~579,965 and $2,347,634, respectively. As of ~~June~~September 30, 2025, unrecognized compensation cost for unvested equity awards was $14,~~164~~489,~~331~~366, which is expected to be recognized over a remaining weighted-average period of 0.4041 years.

2226 Table of ~~contents~~Contents

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

	April 1
	2025
Derived service period	~~0.56 – 0.76 year~~	0.51 – 0.78 year
Risk-free interest rate		3.65 - 3.97	%
Stock price at valuation date	$	15.1089 - 12.00
Expected average volatility		108.5 - 151.0	%
First Capitalization Thresholder per share price	$	26.2985 - 14.28
Second Capitalization Thresholder per share price	$	28.8656 - 19.02
Third Capitalization Thresholder per share price	$	311.42 - 23.82
Fourth Capitalization Thresholder per share price	$	414.7727 - 28.56

Warrants

The Company issued a total of 5701,~~093,750~~562 warrants for a period of five years at an exercise price per share of $06.5000 in connection with ~~convertible~~Series ~~notes~~C Preferred Stock under PIPE for the ~~six~~nine months ended ~~June~~September 30, 2025. The Company recorded the warrants value of $~~710~~2,~~845~~090,674 to additional paid-in capital. In addition, the Company issued 105,233 placement agent warrants for a period of five years at an exercise price per share of $5.40. The Company recorded the warrants value of $613,992 to additional paid-in capital as offering expenses.

The Company issued a total of 4848,~~000,000~~963 warrants for a period of five years at an exercise price per share of $03.0100 ~~for~~in ~~consulting~~connection ~~services,~~with convertible notes for the nine ~~six~~ months ended ~~June~~September 30, 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 athe ~~financing~~warrants ~~expense~~value of $6710,~~167,334~~845 to additional paid -in capital.

The Company issued 666,668 warrants (“Univest Warrants”) for a ~~total~~period of ~~671,375 warrants~~five years at an exercise price per share of $0.4406 for ~~financing~~consulting ~~expense~~services, offor ~~convertible~~the ~~notes~~nine ~~issued~~months inended ~~2025~~September ~~and~~30, ~~2024~~2025. ~~Warrants~~Each 166,667 warrants are exercisable on September 7, 2025, ~~and~~March ~~are~~7, ~~for~~2026, aSeptember ~~period~~7, ~~of five~~2026 ~~years~~and ~~following~~March ~~the~~7, ~~initial exercise date~~2027. The Company recorded ~~the~~a ~~warrants~~financing expense of $~~827~~6,~~991~~167,334 to additional paid -in capital.

The Company issued a total of 1111,~~620,000~~898 warrants ~~for~~(“Univest aWarrants”) ~~period of five years~~ at an exercise price per share of $02.5064 infor ~~connection~~financing ~~with~~expense of convertible notes ~~for~~issued ~~the~~in ~~year~~2025 ~~ended~~and ~~December~~2024. 31Warrants are exercisable on September 7, ~~2024.~~2025, and are for a period of five years following the initial exercise date. The Company recorded the warrants of $1827,~~654,178~~991 to additional paid -in capital.

The Company and Univest Securities, LLC have agreed that the Univest Warrants to purchase up to 778,566 shares of common stock, would be terminated in full and rendered null and void, and all past, current, or future obligations under the Univest Warrants shall be extinguished, and there shall be no surviving right, title or interest in or to the Univest Warrants or any shares purchasable thereunder.

The Company issued a total of 270,010 warrants for a period of five years at an exercise price per share of $3.00 in connection with convertible notes for the year ended December 31, 2024. The Company recorded the warrants value 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, were deemed to be equity instruments, and were valued using a Black Scholes valuation model. The use of this valuation model requires the input of highly subjective assumptions. Any change to these inputs could produce significantly higher or lower fair value measurements.

Table of Contents

The Company utilized the following assumptions:

	June 30,
	September 30,
	2025
Expected term	5.00 years
Expected average volatility	49.0% - ~~57.5~~228		%
Risk-free interest rate	3.9982% - 4.29		%
Expected dividend yield		-

23A ~~Table~~summary of ~~contents~~activity of the warrants during the nine months ended September 30, 2025 as follows:

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

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

Outstanding, December 31, 2024		270,010		$	0.50		4.61
Granted		2,434,324			3.15		5.03
Exercised		-			-		-
Canceled		(778,566	)		0.43		4.65
Outstanding, September 30, 2025		1,925,768		$	4.22		4.57

Exercisable, September 30, 2025		1,925,768		$	4.22		4.57

	Warrants Outstanding				Weighted Average
			Weighted Average		Remaining
	Shares		Exercise Price		Contractual life (in years)
Outstanding, December 31, 2024		1,620,000	$	0.50		4.61
Granted		9,765,125		0.30		5.04
Exercised		-		-		-
Forfeited/canceled		-		-		-
Outstanding, June 30, 2025		11,385,125	$	0.32		4.62
Exercisable, June 30, 2025		6,713,750	$	0.50		4.52

The intrinsic value of the warrants as of September 30, 2025 is $3,285,396.

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

Note 12 – Disaggregated revenue and Concentration

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

Three Months Ended

~~Six~~Nine months ended

June 30,

September 30,

2025

2024

2025

2024

Products sale

~~446~~91,~~785~~598

~~171~~68,~~269~~542

1,~~051~~142,~~267~~865

~~604~~672,~~287~~829

Product installation service

~~240~~196,~~853~~614

2738,~~400~~500

~~605~~802,~~753~~367

2765,~~400~~900

~~687~~288,~~638~~212

~~198~~107,~~669~~042

1,~~657~~945,~~020~~232

~~631~~738,~~687~~729

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

Revenue and accounts receivable

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

	Three months ended						~~Six~~Nine months ended
	June 30,						June 30,
	September 30,						September 30,
	2025			2024			2025			2024
Number of customers (more than 10% revenue)		36			54			1			43
Total revenue of top 5 customers		7879.46	%		9482.91	%		4037.79	%		8295.5	%

	June 30,			December 31,
	September 30,			December 31,
	2025			2024
Number of customers (more than 10% of accounts receivable)		32			3
Total % of accounts receivable balance (more than 10%)		6267.30	%		86.3	%

2428 Table of ~~contents~~Contents

Purchases and accounts payable

	Percentage of Purchases						Percentage of Purchases						Percentage of
	For three months ended						For ~~six~~nine months ended						Accounts payable for purchase
	June 30,						June 30,						June 30,			December 31
	September 30,						September 30,						September 30,			December 31
	2025			2024			2025			2024			2025			2024
Supplier A		~~25.1~~-	%		-62.8	%		3632.5	%		-33.8	%		-			-
Supplier B		63.27	%		-9.6	%		54.09	%		78.04	%		894.59	%		74.5	%
Supplier C		-			720.68	%		-			5927.38	%		-			-
Supplier D		241.9	%		42.60	%		27.80	%		~~15.~~8.3	%		1059.51	%		~~25.5~~-	%
Supplier E		-			-			1513.26	%		-			-			-
Supplier G		43.1	%		-			19.8	%		-			-			-
Supplier F		-			18.5	%		3.2	%		10.0	%		-			100.0	%
Total (as a group)		77.3	%		77.2	%		79.3	%		82.1	%		100.0	%		100.0	%
Supplier G		13.2	%		-			19.1	%		-			-			-
Supplier H		17.9	%		-			3.3	%		-			-			-
Total (as a group)		76.7	%		93.7	%		83.5	%		88.4	%		64.0	%		174.5	%

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 ~~August~~November 1412, 2025, which is the date these interim unaudited consolidated financial statements were available to be issued.

~~The~~On ~~Company~~October ~~issued~~15, ~~464~~2025,~~128~~ ~~shares~~by written consent of ~~common~~the ~~stock~~majority ~~issued~~voting ~~for~~stockholders ~~conversion~~in lieu of ~~debt~~a special meeting, the Company amended and ~~accrued~~restated ~~interest~~its ofbylaws ~~$185,651~~and in connection therewith appointed two additional directors.

~~The~~On October 21, 2025, the Company ~~and~~issued ~~Univest~~under ~~Securities,~~a ~~LLC~~follow ~~have~~on ~~agreed~~to ~~that~~the PIPE offering: (i) 193,968 ~~concurrently~~shares ~~with~~of ~~the~~its ~~closing~~Series C Convertible Preferred Stock for an aggregate purchase price of ~~the~~approximately ~~Company’s~~$2.7 ~~offering~~million, onnet ~~Form~~of ~~S-1~~proceeds, ~~warrants~~and (~~the~~ii) ~~“Univest~~PIPE Warrants”) to purchase up to 4323,~~671,375~~276 shares of ~~common~~Common ~~stock,~~Stock ~~would~~at bean ~~terminated~~offering inprice ~~full~~of ~~and~~$15.00 ~~rendered~~per ~~null~~share ~~and~~of ~~void,~~Series ~~and~~C ~~all~~Preferred ~~past,~~Stock ~~current,~~and oraccompanying ~~future~~PIPE ~~obligations~~Warrant. ~~under~~The ~~the~~PIPE ~~Univest~~ Warrants ~~shall~~are beexercisable ~~extinguished,~~immediately ~~and~~upon ~~there~~issuance ~~shall~~at bean noexercise ~~surviving~~price ~~right,~~of ~~title~~$6.00 orper ~~interest~~share inand orwill toexpire ~~the~~five ~~Univest~~years ~~Warrants~~from orthe ~~any~~date ~~shares~~of ~~purchasable thereunder~~issuance. ~~The~~In ~~Univest~~addition, ~~Warrants~~the ~~were~~Company ~~originally~~ issued ~~on March 7~~48,491 ~~2025,~~placement inagent ~~connection~~warrants ~~with~~for ~~financial~~a ~~advisory~~period ~~services~~of ~~and~~five ~~private~~years ~~placement~~at ~~transactions~~an ~~conducted~~exercise byprice ~~Univest~~per ~~Securities,~~share ~~LLC~~of $5.40.

2529 Table of Contents

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.

2630 Table of Contents

Corporate Changes

On July 8, 2025, the Company filed Articles of Amendment of the Company’s Articles of Incorporation (the “Amendment”) with the Secretary of State of the State of Wyoming for a 1-for-6 reverse stock split (the “Reverse Stock Split”) of the issued and outstanding shares of the Company’s Series A Preferred Stock (the “Series A Preferred”) and the Company’s Common Stock (the “Common Stock” ). The Board of Directors of the Company believes that the Reverse Stock Split is an effective means by which to increase the minimum bid price of the Company’s Common Stock proportionately by reducing the number of outstanding shares of Common Stock and put the Company in a position to uplist to the New York Stock Exchange American. In connection with filing the Amendment, the Company filed an Issuer Company-Related Action Notification with the Financial Industry Regulatory Authority (“FINRA”). FINRA approved the Reverse Stock Split on August 27, 2025, to be effective on August 28, 2025 (the “Effective Date”).

On the Effective Date, each six (6) shares of the Company’s Series A Preferred and each six (6) shares of the Company’s Common Stock issued immediately prior to the Effective Date was reclassified and combined into one (1) share of Series A Preferred and one (1) share of Common Stock, respectively. No fractional shares were issued and, in lieu thereof, any holder of less than one (1) share of Series a Preferred or one (1) share of Common Stock was entitled to receive one whole share of the Series A Preferred or the Common Stock of the Company, respectively. The Reverse Stock Split will affect all shares of the Company’s Series A Preferred and Common Stock outstanding immediately prior to the Effective Date of the Reverse Stock Split. In addition, the Reverse Stock Split caused a reduction in the number of shares of Common Stock issuable upon the conversion of the Company’s Series C Convertible Preferred Stock outstanding immediately prior to the effectiveness of the Reverse Stock Split.

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 and ~~six~~nine months ended ~~June~~September 30, 2025 and 2024, which are included herein.

The Company is in the early ~~stage~~stages of developing and commercializing ~~their~~its product lines. ~~The~~Historically, the Company has ~~been~~ focused ~~historically~~ on ~~obtaining~~securing patents and obtaining various accreditations. To date, the Company’s ~~does~~commercialization ~~not~~efforts have ~~a large customer base, having~~ relied on a ~~few~~limited number of customers, primarily for ~~the~~testing ~~commercialization~~ and ~~testing~~initial adoption of ~~our~~its CitroTech products and delivery systems. The Company currently does not have an established retail product line ~~nor~~or ~~recurring~~a significant recurring customer base. ~~Therefore~~ As a result, period -over -period comparisons of ~~our~~operating results ofmay ~~operations are~~ not be indicative of future ~~results~~performance.

The following summary of our results of operations should be read in conjunction with our audited financial statements for the three and ~~six~~nine months ended ~~June~~September 30, 2025 and 2024, which are included herein.

Our results of operations for the three months ended ~~June~~September 30, 2025 and 2024 are summarized below:

	Three Months Ended
	June 30,
	September 30,
	2025			2024			Change			%
Revenue	$	~~687~~288,~~638~~212		$	~~198~~107,~~669~~042		$	~~488~~181,~~969~~170			~~246~~169	%
Operating expenses		34,~~705~~525,~~277~~910			1668,~~106,073~~405			23,~~599~~857,~~204~~505			~~235~~577	%
Other expense		83,~~886~~691,~~380~~510			-93,875			83,~~886~~597,~~380~~635			-3,832	%
Net loss	$	(117,~~904~~929,~~019~~208	)	$	(~~907~~655,~~404~~238	)	$	(107,~~996~~273,~~615~~970	)		1,~~212~~110	%

Table of Contents

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 ~~June~~September 30, 2025, the revenue increased $~~489~~181,~~000~~170 from the three months ended ~~June~~September 30, 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
	June 30,
	September 30,
	2025		2024
Products sale	$	~~446~~91,~~785~~598	$	~~171~~68,~~269~~542
Product installation service		~~240~~196,~~853~~614		2738,~~400~~500
	$	~~687~~288,~~638~~212	$	~~198~~107,~~669~~042

Product installation services commenced in the second quarter of 2024.

27Our ~~Table~~revenues offrom ~~Contents~~significant customers for the three months ended September 30, 2025 and 2024, are as follows:

Our revenues from significant customers for the three months ended June 30, 2025 and 2024, are as follows:

We do not have major sales from recurring customers for the three months ended September 30, 2025 and 2024.

We do not have major sales from recurring customers for the three months ended June 30, 2025 and 2024.

Operating Expenses

	Three Months Ended
	June 30,
	September 30,
	2025		2024		Change			%
Cost of revenue	$	~~371~~575,~~392~~603	$	~~127~~165,~~985~~437	$	~~243~~410,~~407~~166			~~190~~248	%
Amortization and depreciation		7790,~~107~~054		6263,~~765~~647		1426,~~342~~407			2341	%
General and administration		~~311~~349,~~503~~403		~~161~~130,~~413~~008		~~150~~219,~~090~~395			93169	%
Advertising and marketing		~~152~~232,~~608~~569		~~217~~142,~~574~~797		~~(64~~89,~~966~~772	)	~~(30%)~~	63	%
Payroll and management compensation		2,~~334~~437,~~698~~089		-25,000		2,~~334~~412,~~698~~089		9648	-	%
Professional fees		~~457~~841,~~968~~192		~~536~~141,~~336~~516		~~(78~~699,~~368~~676	)	~~(15%)~~	494	%
Total operating expenses	$	34,~~705~~525,~~277~~910	$	1668,~~106,073~~405	$	23,~~599~~857,~~204~~505			~~235~~577	%

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

Table of Contents

Cost of revenue

	Three Months Ended
	June 30,
	September 30,
	2025		2024		Change			%
Cost of inventory	$	~~304~~494,~~791~~144	$	5898,~~529~~637	$	~~246~~395,~~262~~507			~~421~~401	%
Freight and shipping		515,~~899~~665		51,~~620~~171		~~279~~14,494			51,238	%
Consulting and advisory-related party		-		65,~~200~~800		(65,~~200~~800	)	(100%)		%)
Royalty and sales commission-related party		-		1920,~~590~~456		(1920,~~590~~456	)	(100%)		%)
Rent expense		6065,~~702~~794		3839,~~046~~373		2226,~~656~~421			6067	%
Total cost of revenue	$	~~371~~575,~~392~~603	$	~~127~~165,~~985~~437	$	~~243~~410,~~407~~166			~~190~~248	%

During the three months ended ~~June~~September 30, 2025, the cost of revenue increased over the three months ended ~~June~~September 30, 2024, primarily due to an increase in cost of inventory and rent expense.

Cost of inventory consists of product costs, direct labor, 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 ~~June~~September 30, 2025, primarily due to an increase in labor, product sales and supplies from increased sales.

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

Consulting and advisory services are to a related party company for services related to product installations. The Company recognized an allocated portion of consulting and direct labor costs associated with our revenue as royalty and sales cost of revenue during 2024. In March 2025, the Company entered into a new management contract and is no longer paying for consulting, advisory and royalty fees.

28Rent ~~Table~~expenses ofare ~~Contents~~warehouse rent expenses. The increase in rent expense is primarily because the Company leased a larger commercial space for office, retail and warehousing from April 2025.

Royalty and sales commissions was $0, in the three months ended June 30, 2025. The Company recognized an allocated portion of consulting and direct labor costs associated with our revenue as royalty and sales cost of revenue during 2024. In March 2025, the Company entered into a new management contract and is no longer paying for consulting, advisory and royalty fees.

Rent expenses are warehouse rent expenses. The increase in rent expense is primarily because the Company leased a larger commercial space for office, retail and warehousing from April 2025 and the cancelation of one of our warehouse leases in May 2025.

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 ~~June~~September 30, 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 ~~decrease~~increase in advertising and marketing during the three months ended ~~June~~September 30, 2025, over the three months ended ~~June~~September 30, 2024, is primarily due to ~~stock-based service compensation of $160,000 in 2024. Excluding stock based compensation, advertising marketing expense increased due to~~ support revenue growth.

Professional fees

The professional fees during the three months ended ~~June~~September 30, 2025, primarily included 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 ~~June~~September 30, 2024, primarily included ~~stock-based service compensation of $200,000 to consultants for corporate advisory and~~ accounting and audit related to SEC filing, legal on patents and other consulting services in 2024. The ~~decrease~~increase in professional fees during the three months ended ~~June~~September 30, 2025, over the three months ended ~~June~~September 30, 2024, is primarily due to ~~reduced~~an ~~stock-based~~increase ~~service~~in ~~compensation~~consulting fees. In addition, on August 19, 2025, the Company withdrew the registration statement, as a result, the Company expensed deferred offering costs.

Table of Contents

Payroll and management compensation

During the three months ended ~~June~~September 30, 2025, management compensation primality included stock-based management compensation of $1~~,867,000~~.8 million to our management and cash payments of $~~325~~379,000 to our management, and payroll to our employees of $~~142~~240,000.

During the three months ended ~~June~~September 30, 2024, there was ~~no payroll and~~ management compensation of $25,000.

Other Expenses

For the three months ended ~~June~~September 30, 2025 and 2024, the other income and expenses consisted of $~~765,000~~1.3 million and $094,000 interest expenses related to convertible notes payable issued in 2025 and 2024, respectively, change in fair value of derivative liability related to convertible notes payable issued in 2025 and 2024 of $31.07 million ~~and~~gain ~~$0, respectively, financing expense of $2.5 million~~ and $0, respectively, and loss on settlement of debt from conversion of debt of $24.61 million and $0, respectively. ~~Financing~~ Settlement ~~expense~~of isdebt ~~from~~in ~~69,007~~2025 ~~shares~~is conversion of ~~Series~~convertible Cnotes ~~Convertible Preferred stock~~ issued ~~to a Series A Preferred Shareholder~~ in 2025.

29 Table of Contents

Net loss

The net loss for the three months ended ~~June~~September 30, 2025, increased by approximately $117.03 million as compared to the three months ended ~~June~~September 30, 2024 primarily due to the increase in operating expenses and other expense offset by the increase in revenue.

Our results of operations for the ~~six~~nine months ended ~~June~~September 30, 2025 and 2024 are summarized below:

	Six months ended
	Nine months ended
	June 30,
	September 30,
	2025			2024			Change			%
Revenue	$	1,~~657~~945,~~020~~232		$	~~631~~738,~~687~~729		$	1,~~025~~206,~~333~~503			~~162~~163	%
Operating expenses		812,~~133~~659,~~115~~025			4,~~175~~844,~~637~~042			37,~~957~~814,~~478~~983			95161	%
Other expenses		1620,~~331~~022,~~328~~838			~~883~~977,~~164~~039			1519,~~448~~045,~~164~~799		1949	~~1,749~~	%
Net loss	$	(2230,~~807~~736,~~423~~631	)	$	(45,~~427~~082,~~114~~352	)	$	(1825,~~380~~654,~~309~~279	)		~~415~~505	%

Revenue

The Company’s revenue is associated with revenue from MFB Ohio which acquired intellectual property to fire suppression in April 2022. During the ~~six~~nine months ended ~~June~~September 30, 2025, the revenue increased $1.02 million from the ~~six~~nine months ended ~~June~~September 30, 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:

	Six months ended
	Nine months ended
	June 30,
	September 30,
	2025		2024
Products sale	$	1,~~051~~142,~~267~~865	$	~~604~~672,~~287~~829
Product installation service		~~605~~802,~~753~~367		2765,~~400~~900
	$	1,~~657~~945,~~020~~232	$	~~631~~738,~~687~~729

Product installation services commenced in the second quarter of 2024.

~~Our~~34 ~~revenues~~Table ~~from~~of ~~significant customers for the six months ended June 30, 2025 and 2024, are as follows:~~ Contents

Our revenues from significant customers for the nine months ended September 30, 2025 and 2024, are as follows:

We do not have major sales from recurring customers for the six months ended June 30, 2025 and 2024.

We do not have major sales from recurring customers for the nine months ended September 30, ~~Table~~2025 ofand ~~Contents~~2024.

Operating Expenses

Six months ended

Nine months ended

June 30,

September 30,

2025

2024

Change

Cost of revenue

1,~~023~~599,~~652~~255

~~272~~437,~~200~~637

~~751~~1,~~452~~161,618

~~276~~265

Amortization and depreciation

~~151~~241,~~646~~700

~~126~~190,~~600~~247

2551,~~046~~453

2027

General and administration

~~522~~872,~~705~~109

~~258~~388,~~738~~746

~~263~~483,~~967~~363

~~102~~124

Advertising and marketing

~~257~~489,~~104~~673

~~307~~450,~~980~~777

~~(50~~38,~~876~~896

)

~~(17%)~~

Payroll and management compensation

25,~~973~~410,~~121~~210

2550,000

25,~~948~~360,~~121~~210

1110,~~792~~720

Professional fees

34,~~204~~046,~~886~~078

3,~~185~~326,~~119~~635

19719,~~767~~443

122

Total operating expenses

812,~~133~~659,~~115~~025

4,~~175~~844,~~637~~042

37,~~957~~814,~~478~~983

95161

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

Cost of revenue

	Six months ended
	Nine months ended
	June 30,
	September 30,
	2025		2024		Change			%
Cost of inventory	$	~~821~~1,~~234~~315,378	$	~~134~~233,~~725~~362	$	~~686~~1,~~509~~082,016			~~510~~464	%
Freight and shipping		621,~~059~~724		89,~~150~~321		(212,~~091~~403	)	~~(26%)~~	133	%
Consulting and advisory-related party		4,000		1016,~~400~~200		(612,~~400~~200	)	(~~62%)~~75		%)
Royalty and sales commission-related party		91,290		6283,~~736~~192		288,~~554~~098			4610	%
Rent expense		~~101~~166,~~069~~863		5695,~~189~~562		4471,~~880~~301			8075	%
Total cost of revenue	$	1,~~023~~599,~~652~~255	$	~~272~~437,~~200~~637	$	~~751~~1,~~452~~161,618			~~276~~265	%

During the ~~six~~nine months ended ~~June~~September 30, 2025, the cost of revenue increased over the ~~six~~nine months ended ~~June~~September 30, 2024, primarily due to an increase in cost of inventory, rent and royalty and sales commissions.

Cost of inventory consists of product costs, direct labor, 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 ~~six~~nine months ended ~~June~~September 30, 2025, primarily due to an increase in product sales and supplies from increased sales.

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

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

Royalty and sales commissions increased in the ~~six~~nine months ended ~~June~~September 30, 2025, from more revenue. The Company recognized an allocated portion of consulting and direct labor costs associated with our revenue as royalty and sales cost of revenue in 2024 and during the first quarter of 2025. In March 2025, the Company entered into a new contract and there is no longer consulting and advisory and royalty.

Table of Contents

Amortization and depreciation

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

31 Table of Contents

General and administrative

General and administrative expenses are office, rent, travel, insurance, website, IT and other office related expenses. For the ~~six~~nine months ended ~~June~~September 30, 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 ~~decrease~~increase in advertising and marketing during the ~~six~~nine months ended ~~June~~September 30, 2025, over the ~~six~~nine months ended ~~June~~September 30, 2024, is primarily due to ~~stock-based service compensation of $160,000 in 2024. Excluding stock based compensation, advertising marketing expense increased due to~~ support revenue growth.

Professional fees

The professional fees during the ~~six~~nine months ended ~~June~~September 30, 2025, primarily included stock-based compensation of $2.14 million to a related party consultant (TC Special Investments, LLC (“TCSI”)) and various professional fees for accounting and audit related to SEC filings, legal on patents and other consulting services in 2025. The professional fees during the ~~six~~nine months ended ~~June~~September 30, 2024, primarily included stock-based management compensation of $1.4 million to advisors to our subsidiary MFB and stock-based compensation of $1.2 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 ~~six~~nine months ended ~~June~~September 30, 2025, management compensation primality included stock-based management compensation of $24.31 million to our management and cash payments of $~~467~~845,000 to our management, and payroll to our employees of $~~218~~466,000.

During the ~~six~~nine months ended ~~June~~September 30, 2024, management compensation primality included cash payment of $2550,000 to our former CEO.

Other Expenses

For the ~~six~~nine months ended ~~June~~September 30, 2025 and 2024, the other expenses consisted of interest expense related to convertible notes payable issued in 2025 and 2024 of $1.2.6 million and interest expense related to convertible notes issued in 2022 and 2023 and promissory notes issued in 2024 of $194,000, respectively, change in fair value of derivative liability related to convertible notes payable issued in 2025 and 2024 of $32.80 million and $0, respectively, financing expense of $8.7 million and $0, respectively, and loss on settlement of debt of $2.6.8 million and $882,000, respectively. Settlement of debt in 2025 is conversion of convertible notes issued in 2024 and 2025 and settlement of debt in 2024 is settlement of notes payable and convertible note issued in 2022. Financing expense is 4 million warrants granted to a financial advisor and 69,007 shares of Series C Convertible Preferred stock issued to a Series A Preferred Shareholder in 2025. The 4 million warrants were subsequently cancelled by the financial advisor ~~subsequent~~in ~~to June 30~~August, 2025.

3236 Table of Contents

Net loss

The net loss for the ~~six~~nine months ended ~~June~~September 30, 2025, increased by approximately $1825.47 million as compared to the ~~six~~nine months ended ~~June~~September 30, 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 $2230.87 million and $45.41 million for the ~~six~~nine months ended ~~June~~September 30, 2025 and 2024, respectively. During the ~~six~~nine months ended ~~June~~September 30, 2025, we completed a debt offering and an equity offering which generated net proceeds of approximately $3.7 million and $05.37 million respectively.

Working capital

	June 30,			December 31,
	September 30,			December 31,
	2025			2024			Change			%
Current assets	$	37,~~782~~258,~~702~~534		$	1,617,478		$	25,~~165~~641,~~224~~056			~~134~~349	%
Current liabilities	$	52,~~804~~973,~~997~~628		$	2,161,883		$	3811,~~643,114~~745			~~169~~38	%
Working capital (deficiency)	$	(24,~~022~~284,~~295~~906	)	$	(544,405	)	$	(14,~~477~~829,~~890~~311	)	(887	~~271~~	%)

As of ~~June~~September 30, 2025 and December 31, 2024, the current assets consisted of cash of $26.32 million and $775,000, respectively, inventory of $~~410~~467,000 and $325,000, respectively accounts receivable of $~~654~~508,000 and $317,000, respectively, prepaid expenses and other current assets of $~~206~~87,000 and $74,000, respectively, and deferred offering costs of $~~185,000~~0 and $126,000, respectively.

As of ~~June~~September 30, 2025 and December 31, 2024, the current liabilities consisted of accounts payable and accrued liabilities of $~~533~~705,000 and $187,000, respectively, deferred revenue of $956,000 and $0, respectively, convertible notes net of discount of $~~278~~63,~~000~~0000 and $196,000, respectively, convertible note – related parties of $~~932,000~~1.8 million and $577,000, respectively, due to related ~~party~~parties of $96161,000 and $0, respectively, financing loan of $048,000 and $97,000, respectively, derivative liability of $~~3.7~~0 ~~million~~ and $1.1 million, respectively, and current portion of operating lease liability of $~~139~~143,000 and $50,000, respectively.

The increase in working capital ~~deficiency~~ in 2025 was primarily due to an increase in ~~the~~cash ~~convertible~~from ~~notes~~equity and ~~derivative~~debt ~~liability~~offering ~~related to convertible notes~~ offset by an increase in ~~cash~~convertible ~~and accounts receivable~~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.~~

Cash Flows

For the ~~six~~nine months ended ~~June~~September 30, 2025 and 2024

	Six months ended
	Nine months ended
	June 30,
	September 30,
	2025			2024			Change
Cash used in operating activities	$	(13,~~925~~386,~~536~~432	)	$	(~~768~~1,~~525~~319,815	)	$	(12,~~157~~066,~~011~~617	)
Cash used in investing activities	$	(~~167~~221,~~744~~670	)	$	-		$	(~~167~~221,~~744~~670	)
Cash provided by financing activities	$	39,~~645~~028,~~234~~943		$	~~765~~1,~~325~~079,189		$	27,~~879~~949,~~909~~754
Net Change in cash	$	15,~~551~~420,~~954~~841		$	(3240,~~200~~626	)	$	15,~~555~~661,~~154~~467

3337 Table of Contents

Operating Activities

We have not generated positive cash flows from operating activities.

For the ~~six~~nine months ended ~~June~~September 30, 2025, net cash flows used in operating activities consisted of a net loss of $2230.87 million, reduced by stock-based compensation of $46.78 million, financing expense of $8.7 million, non-cash lease expenses of $86123,000, amortization and depreciation of $~~151~~242,000, amortization of debt discount of $12.2 million, loss on settlement of debt of $2.6.8 million and changes in derivative liability of $32.80 million, and increased by net changes in operating assets and liabilities of $~~101~~328,000.

For the ~~six~~nine months ended ~~June~~September 30, 2024, net cash flows used in operating activities consisted of a net loss of $45.41 million, reduced by stock-based compensation of $2.86 million, non-cash lease expenses of $3960,000, amortization and depreciation of $~~127~~190,000, loss on settlement of debt of $882,000 and increased by net changes in operating assets and liabilities of $~~148~~1,000.

Investing Activities

For the ~~six~~nine months ended ~~June~~September 30, 2025, the cash flows used in investing activities were $~~168~~222,000, which was related to the purchase of property and equipment.

The Company did not use any funds for investing activities during the ~~six~~nine months ended ~~June~~September 30, 2024.

Financing Activities

For the ~~six~~nine months ended ~~June~~September 30, 2025, net cash provided by financing activities consisted of $~~260,000~~5.7 ~~proceeds~~million from the issuance of Series C Convertible Preferred Stock, $3.7 million from the issuance of convertible promissory notes and associated warrants, $5971,000 deferred offering cost payment, repayment of a financing loan of $216,000 and repayments to related party of $25,000.

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 $02.40 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 5848,~~093,750~~963 shares at an exercise price of $03.5000.

For the ~~six~~nine months ended ~~June~~September 30, 2024, net cash provided by financing activities consisted of $165,000 proceed from issuance Series C Preferred Stock, $~~695,000~~1.0 ~~advances~~million ~~received~~ from ~~eleven (11) lenders in cash for issuance of~~ convertible promissory notes and warrants, $3557,000 deferred offering cost payment and $60,000 repayment of loan - related party.

Contractual Obligations

Convertible notes

In first quarter 2025, the Company entered into eleven (11) subscription agreements for convertible notes ($2,075,000) and warrants (2432,~~593,750~~296 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 02.40 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 $03.5000 per share.

Table of Contents

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 $02.3616.

34In ~~Table~~February 2025, the Company entered into one (1) subscription agreement for convertible notes ($2,000,000) and warrants (416,667 shares of ~~Contents~~common stock) with a related party. The convertible notes have a term of twelve (12) months, at an interest rate of 10% per annum and warrants are with a term of five (5) years, at exercise price of $3.00 per share. The outstanding principal amount of convertible notes and unpaid interest is convertible at a fixed conversion price of $2.40. The obligations of the Company under the convertible note are secured by a pledge of the Company’s membership interests in MFB Ohio. In the event of a default, the related party could proceed against the equity of MFB Ohio pledged to collateralize the convertible note. MFB Ohio owns the Company’s intellectual property portfolio.

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, the noteholder 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 ~~June~~September 30, 2025:

2025 - remaining six months	$	94,860
Year ending December 31,
2025 - remaining three months	$	47,430
2026		195,412
2027		203,228
2028		211,357
2029		219,812
Thereafter		55,486
		980,155
		932,725
Less: Imputed interest		(~~147~~133,~~693~~595	)
Operating lease liabilities	$	~~832~~799,~~462~~130

~~Going~~Financing ~~Concern~~loans

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~~had ~~continue as~~ a ~~going~~financing ~~concern,~~loan ~~which~~for ~~contemplates~~ the ~~realization~~purchase of ~~assets~~vehicle ~~and the satisfaction of liabilities~~ in ~~the~~September ~~normal~~2025. A ~~course~~repayment of ~~business.~~loan ~~The~~schedule ~~Company has not generated significant income to date. The Company~~ is ~~subject~~$2,021 toper ~~the~~month ~~risks~~for ~~and~~60 ~~uncertainties associated with a business with no substantive revenue~~months, asbeginning ~~well~~October ~~as limitations on its operating capital resources. These matters~~2025, ~~among~~with ~~others,~~an ~~raise~~interest ~~substantial~~rate ~~doubt about the ability~~ of ~~the Company to continue as a going concern~~11. ~~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~~33%. ~~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.~~

Liquidity

Table of Contents

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.

35 Table of Contents

Critical Accounting Estimates

Our unaudited consolidated financial statements are prepared in accordance with accounting principles generally accepted in the United States (“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.

Table of Contents

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.

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.

36 Table of Contents

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 ~~June~~September 30, 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 ~~June~~ September 30, 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.

3741 Table of Contents

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 under Rule 12b-2 of the Exchange Act,” we are not required to ~~provide~~include ~~the~~risk ~~information~~factors ~~required~~in bythis Quarterly Report. However, as of the date of this ~~Item~~Quarterly Report, there have been no material changes with respect to those risk factors previously disclosed in the “Risk Factors” section of the prospectus. Any of these factors could result in a significant or material adverse effect on our results of operations or financial condition. Additional risk factors not presently known to us or that we currently deem immaterial may also impair our business or results of operations. We may disclose changes to such risk factors or disclose additional risk factors from time to time in our future filings with the SEC.

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

During the three months ended ~~June~~September 30, 2025, the Company issued ~~119~~432,~~007~~193 shares of Series C Preferred Stock as follow;

	●	50,000 shares Series C Convertible Preferred Stock to two (2) management for compensation valued at $1,100,000 in April 2025; and
	●	69,007 shares Series C Convertible Preferred Stock to BoltRock Holdings LLC for finance expenses valued at $2,511,855 in June 2025.

	·	420,943 shares pursuant to PIPE offering, for proceeds of $5,395,797;
	·	5,000 shares for services valued at $98,167; and
	·	6,250 shares, to our CEO, for compensation valued at $117,917.

During the three months ended ~~June~~September 30, 2025, the Company issued 136,~~708~~688,~~652~~404 shares of Common Stock as follow:

●· 10818,~~652,760~~709 shares ~~of Common Stock~~ to ~~sixteen~~six (166) investors upon conversion of ~~532,638~~debt ~~shares~~and ofaccrued ~~Series~~interest Cof ~~Convertible~~$1,964,897; ~~Preferred~~· ~~Stock~~5,683,336 inshares ~~April~~for ~~2025;~~conversion ~~and~~of ~~● 10~~1,705,000 shares of ~~Common~~Series C Preferred Stock; to· a36,000 ~~consultant~~shares for ~~service~~services valued at $19215,~~000 in May 2025~~640; ~~and~~· ~~● 3~~150,~~045,892~~000 shares, ofto ~~Common~~our ~~Stock~~COO, for ~~conversion~~compensation ofas ~~debt~~restricted ~~and~~stock ~~accrued~~awards, ~~interest~~valued ofat $1,~~218~~799,~~353~~970; inand ~~June~~· ~~2025~~359 shares for reverse stock split adjustment.

The offers and sales of the above securities were deemed to be exempt from registration under the Securities Act in reliance upon Section 4(a)(2) of the Securities Act or Regulation D promulgated thereunder. The recipients of the above securities represented their intentions to acquire the securities for investment only and not with a view to or for sale in connection with any distribution thereof.

The cash proceeds will be used for working capital.

Item 3. Defaults Upon Senior Securities.

None.

Item 4. Mine Safety Disclosures.

Not Applicable.

Item 5. Other Information.

(a) None.

38(b) ~~Table of Contents~~None.

(c) During the quarter ended September 30, 2025, no director or officer of the Company adopted or terminated a “Rule 10b5-1 trading arrangement” or “non-Rule 10b5-1 trading arrangement,” as each term is defined in Item 408(a) of Regulation S-K.

Table of Contents

Item 6. Exhibits.

Exhibit Number		Description
31.1*		Rule 13a-14(a) / 15d-14(a) Certification of Chief Executive Officer.
3.1		Articles of Domestication/Articles of Incorporation (incorporated by reference to Exhibit 3.1 to the Company’s Annual Report on Form 10-K, filed with the SEC on April 15, 2024)
31.2*		Rule 13a-14(a) / 15d-14(a) Certification of Chief Financial Officer.
3.2		Amendment to Articles of Incorporation (incorporated by reference to Exhibit 3.2 to the Company’s Annual Report on Form 10-K, filed with the SEC on March 31, 2025)
32.1*		Section 1350 Certifications of Chief Executive Officer and Chief Financial Officer.
3.3		Amendment to Articles of Incorporation (incorporated by reference to Exhibit 3.1 to the Company’s Current Report on Form 8-K, filed with the SEC on September 10, 2025)
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.
3.4		Amended and Restated Bylaws of the Company dated October 15, 2025
104*		Inline XBRL for the cover page of this Quarterly Report on Form 10-Q, included in the Exhibit 101 Inline XBRL Document Set.
3.5		Second Amended and Restated Designations and Preferences of Series A Preferred Stock (incorporated by reference to Exhibit 3.4 to the Company’s Annual Report on Form 10-K, filed with the SEC on March 31, 2025)
3.6		Amended and Restated Designations and Preferences of Series C Convertible Preferred Stock (incorporated by reference to Exhibit 3.5 to the Company’s Annual Report on Form 10-K, filed with the SEC on March 31, 2025)
31.1*		Certification of Principal Executive Officer, pursuant to Section 302 of the Sarbanes-Oxley Act of 2002
31.2*		Certification of Principal Financial Officer, pursuant to Section 302 of the Sarbanes-Oxley Act of 2002
32.1**		Certification of Principal Executive Officer, pursuant to 18 U.S.C. Section 1350, as created by Section 906 of the Sarbanes-Oxley Act of 2002
32.2**		Certification of Principal Financial Officer, pursuant to 18 U.S.C. Section 1350, as created by Section 906 of the Sarbanes-Oxley Act of 2002
101.INS*		Inline XBRL Instance Document
101.SCH*		Inline XBRL Schema Document
101.CAL*		Inline XBRL Calculation Linkbase Document
101.LAB*		Inline XBRL Label Linkbase Document
101.PRE*		Inline XBRL Presentation Linkbase Document
101.DEF*		Inline XBRL Definition Linkbase Document
104*		Cover Page Interactive Data File (embedded within the Inline XBRL document)

________

* Filed herewith.

39**Furnished ~~Table of Contents~~herewith.

Table of Contents

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: August 14, 2025	By:	/s/ Nanuk Warman
Dated: November 12, 2025	By:	/s/ Nanuk Warman
		Nanuk Warman
		Chief Financial Officer
		Chief Financial Officer (Principal Financial and Accounting Officer)

4044

Three months ended

September 30,

Number of customers (more than 10% revenue)

Total revenue of top 5 customers