CitroTech Inc. - Interim / Quarterly Report 2026

Table of Contents

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

Form 10-Q

(Mark One)

☒
For the quarterly period ended: March 31, 2026

☐
For the transition period from __ to __

Commission File Number: 001-42983

CitroTech Inc.
(Exact name of registrant as specified in its charter)

Wyoming	87-2765150
(State or other jurisdiction of incorporation or organization)	(I.R.S. Employer Identification No.)

6400 S. Fiddlers Green Cir. , Suite 300 Greenwood Village , Colorado	80111
(Address of principal executive offices)	(Zip Code)

( 800 ) 401-4535

(Registrant’s telephone number, including area code)

Securities registered pursuant to Section 12(b) of the Act:

Title of each class	Trading Symbol(s)	Name of each exchange on which registered
Common Stock, par value $0.0001 per share	CITR	NYSE American LLC

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

As of May 14, 2026, 22,357,412 shares of the Company’s common stock were issued and outstanding.

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TABLE OF CONTENTS

PART I - FINANCIAL INFORMATION		Page — 3
Item 1.	Financial Statements	3
Item 2.	Management’s Discussion and Analysis of Financial Condition and Results of Operations	27
Item 3.	Quantitative and Qualitative Disclosures About Market Risk	37
Item 4.	Controls and Procedures	37
PART II - OTHER INFORMATION		38
Item 1.	Legal Proceedings	38
Item 1A.	Risk Factors	38
Item 2.	Unregistered Sales of Equity Securities and Use of Proceeds	38
Item 3.	Defaults Upon Senior Securities	38
Item 4.	Mine Safety Disclosures	38
Item 5.	Other Information	38
Item 6.	Exhibits	39
SIGNATURES		40

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PART I - FINANCIAL INFORMATION

Item 1. Financial Statements.

CitroTech Inc.

(formerly General Enterprise Ventures, Inc.)

Index to Unaudited Interim Consolidated Financial Statements

March 31, 2026

Contents	Page
Consolidated Balance Sheets at March 31, 2026 and December 31, 2025	4
Consolidated Statements of
Operations and Comprehensive Loss for the three months ended March 31, 2026 and 2025	5
Consolidated Statements of Changes in Stockholders’ Equity for the three months ended March 31, 2026 and 2025	6
Consolidated Statements of Cash Flows for the three months ended March 31, 2026 and 2025	7
Notes to Consolidated Financial Statements	8

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CitroTech Inc.

(formerly General Enterprise Ventures, Inc.)

Consolidated Balance Sheets

(Unaudited)

	March 31, — 2026	2025
Assets
Current Assets
Cash	$ 4,286,897	$	6,268,591
Accounts receivable, net	130,314		209,047
Inventory	696,142		620,768
Prepaid expenses	512,309		317,020
Total Current Assets	5,625,662		7,415,426
Non-Current Assets
Intangible assets, net	5,231,495		5,326,960
Operating lease right-of-use asset	714,898		753,363
Equipment, net	610,787		630,279
Security deposits	57,491		57,491
Total Non-Current Assets	6,614,671		6,768,093
Total Assets	$ 12,240,333	$	14,183,519
Liabilities and Stockholders' Equity
Current liabilities
Accounts payable and accrued liabilities	$ 414,261	$	316,321
Deferred revenue	24,192		3,000
Convertible notes, net of discount	–		219,321
Convertible notes, net of discount - related party	2,211,484		1,285,400
Due to related parties	19,172		167,971
Financing loan - current portion	30,837		30,000
Operating lease liability - current portion	152,130		147,613
Total Current Liabilities	2,852,076		2,169,626
Non-Current Liabilities
Financing loan	124,660		133,381
Operating lease liability	578,565		617,598
Total Non-Current Liabilities	703,225		750,979
Total Liabilities	3,555,301		2,920,605
Stockholders' Equity
Preferred Stock, par value $ 0.0001 , authorized 30,000,000 shares:
Series A Preferred Stock, par value $ 0.0001 , designated 10,000,000 shares, 1,666,667 shares issued and
outstanding	167		167
Series C Convertible Preferred Stock, par value $ 0.0001 , designated 10,000,000 shares, 807,668 shares
issued and shares outstanding	81		81
Common Stock, par value $ 0.0001 , authorized 1,000,000,000 shares, 19,116,901 and 18,522,315 issued and outstanding,
respectively	1,911		1,852
Additional paid-in capital	128,096,468		124,463,845
Accumulated deficit	( 119,413,595	)	( 113,203,031	)
Total Stockholders' Equity	8,685,032		11,262,914
Total Liabilities and Stockholders' Equity	$ 12,240,333	$	14,183,519

The accompanying notes are an integral part of these unaudited interim consolidated financial statements.

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CitroTech Inc.

(formerly General Enterprise Ventures, Inc.)

Consolidated Statements of Operations and Comprehensive Loss

(Unaudited)

	Three months ended
	March 31,
	2026		2025
Revenue	$ 344,915		$ 969,382
Operating expenses
Cost of revenue, exclusive of amortization and depreciation shown separately below	225,577		556,970
Cost of revenue - related parties	–		60,290
Amortization and depreciation	125,684		74,539
General and administrative	409,956		203,171
Advertising and marketing	137,600		104,496
Payroll and management compensation	3,107,367		673,423
Professional fees	679,842		627,318
Professional fees - related parties	24,510		2,119,600
Research and development expense	81,525		8,031
Total operating expenses	4,792,061		4,427,838
Loss from operations	( 4,447,146	)	( 3,458,456	)
Other income (expense)
Interest expense	( 164,833	)	( 410,791	)
Interest expense - related party	( 777,285	)	( 62,056	)
Interest income	26,066		–
Financing expense	–		( 6,167,334	)
Loss on fair value of derivative liability	–		( 804,767	)
Loss on settlement of debt	( 847,366	)	–
Total other expense	( 1,763,418	)	( 7,444,948	)
Loss before taxes	( 6,210,564	)	( 10,903,404	)
Provision for income taxes	–		–
Net loss	$ ( 6,210,564	)	$ ( 10,903,404	)
Comprehensive loss	$ ( 6,210,564	)	$ ( 10,903,404	)
Net loss per common share - basic and diluted	$ ( 0.33	)	$ ( 1.37	)
Basic and diluted weighted average number of common shares outstanding	18,833,068		7,981,641

The accompanying notes are an integral part of these unaudited interim consolidated financial statements.

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CitroTech Inc.

(formerly General Enterprise Ventures, Inc.)

Consolidated Statements of Changes in Stockholders’ Equity

(Unaudited)

For the three months ended March 31, 2026

| Preferred
stock | | | Series C Convertible — Preferred
stock | | Common
Stock | | Additional — Paid-In | Accumulated | | | Total — Stockholders' | |
| --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- |
| Shares | | Amount | Shares | Amount | Shares | Amount | Capital | Deficit | | | Equity | |
| Balance - December 31, 2025 | 1,666,667 | $ 167 | 807,668 | $ 81 | 18,522,315 | $ 1,852 | $ 124,463,845 | $ | ( 113,203,031 | ) | $ 11,262,914 | |
| Common stock issued for conversion of debt | – | – | – | – | 171,878 | 17 | 1,259,849 | | – | | 1,259,866 | |
| Common stock issued for services | – | – | – | – | 22,000 | 2 | 160,378 | | – | | 160,380 | |
| Common stock issued for cashless exercise of warrants | – | – | – | – | 180,708 | 18 | ( 18 | ) | – | | – | |
| Common stock issued for stock payable | – | – | – | – | 220,000 | 22 | ( 22 | ) | – | | – | |
| Management stock compensation | – | – | – | – | – | – | 2,116,178 | | – | | 2,116,178 | |
| Contributed capital | – | – | – | – | – | – | 96,258 | | – | | 96,258 | |
| Net loss | – | – | – | – | – | – | – | | ( 6,210,564 | ) | ( 6,210,564 | ) |
| Balance - March 31, 2026 | 1,666,667 | $ 167 | 807,668 | $ 81 | 19,116,901 | $ 1,911 | $ 128,096,468 | $ | ( 119,413,595 | ) | $ 8,685,032 | |

For the three months ended March 31, 2025

			Convertible Series C						Additional				Total
Preferred
stock			Preferred
stock			Common
Stock			Paid-In	Accumulated			Stockholders'
Shares		Amount	Shares	Amount		Shares		Amount	Capital	Deficit			Equity
Balance - December 31, 2024	10,000,000	$ 1,000	3,001,969	$	300		36,841,581	$ 3,684	$ 79,676,211	$	( 76,365,388	)	$ 3,315,807
Series C Preferred Stock issued for cash	–	–	27,500		3		–	–	259,997		–		260,000
Series C Preferred Stock issued for services	–	–	167,500		17		–	–	2,349,003		–		2,349,020
Series C Preferred Stock issued for compensation	–	–	30,000		3		–	–	420,717		–		420,720
Common stock issued for conversion of Series C Preferred Stock	–	–	( 776,831	)	( 78	)	15,536,620	1,554	( 1,476	)	–		–
Common stock warrants issued	–	–	–		–		–	–	8,649,503		–		8,649,503
Net loss	–	–	–		–		–	–	–		( 10,903,404	)	( 10,903,404	)
Balance - March 31, 2025	10,000,000	$ 1,000	2,450,138	$	245		52,378,201	$ 5,238	$ 91,353,955	$	( 87,268,792	)	$ 4,091,646

The accompanying notes are an integral part of these unaudited interim consolidated financial statements.

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CitroTech Inc.

(formerly General Enterprise Ventures, Inc.)

Consolidated Statement of Cash Flows

(Unaudited)

	Three months ended
	March 31,
	2026		2025
Cash Flows from Operating Activities:
Net loss	$ ( 6,210,564	)	$ ( 10,903,404	)
Adjustments to reconcile net loss to net cash used in operating activities:
Stock-based compensation	2,276,558		6,833,474
Stock-based compensation - related party	–		2,103,600
Non-cash lease expenses	38,465		20,917
Amortization and depreciation	125,684		74,539
Amortization of debt discount	881,763		376,678
Loss on settlement of debt	847,366		–
Loss on fair value of derivative liability	–		804,767
Changes in operating assets and liabilities:
Accounts receivable	78,733		( 428,314	)
Inventory	( 75,374	)	( 83,124	)
Prepaid expenses	( 195,289	)	21,933
Security deposits	–		( 36,991	)
Accounts payable and accrued liabilities	135,440		334,782
Accrued interest - related parties	51,201		31,206
Deferred revenue	21,192		157,236
Operating lease liabilities	( 34,516	)	( 21,217	)
Net Cash used in Operating Activities	( 2,059,341	)	( 713,918	)
Cash Flows from Investing Activities:
Purchase of equipment	( 10,727	)	( 26,988	)
Net Cash used in Investing Activities	( 10,727	)	( 26,988	)
Cash Flows from Financing Activities:
Proceeds from convertible notes and warrants	–		1,909,000
Proceeds from convertible note and warrants - related party	–		1,776,082
Payments of deferred offering costs	–		( 23,348	)
Proceeds from capital contribution	96,258		–
Proceeds from issuance of Series C Preferred Stock and warrants	–		260,000
Repayment of financing loan	( 7,884	)	( 215,625	)
Net Cash provided by Financing Activities	88,374		3,706,109
Change in cash for the period	( 1,981,694	)	2,965,203
Cash, beginning of period	6,268,591		775,133
Cash, end of period	$ 4,286,897		$ 3,740,336
Supplemental Disclosure Information:
Cash paid for interest	$ 12,957		$ 5,584
Cash paid for taxes	$ –		$ –
Non-Cash Financing Disclosure:
Common stock issued upon conversion of Series C Preferred stock	$ –		$ 1,553
Common stock issued for conversion and settlement of debt	$ 1,259,866		$ –
Debt modification – related party	$ 200,000		$ –
Warrants issued in conjunction with convertible debts	$ –		$ 2,482,169
Recognition of derivative liability as debt discount	$ –		$ 1,027,000
Transfer from inventory to property and equipment	$ –		$ 74,827
Acquisition of property and equipment as financing loan	$ –		$ 118,776

The accompanying notes are an integral part of these unaudited interim consolidated financial statements.

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CitroTech Inc.

(formerly General Enterprise Ventures, Inc.)

Notes to Unaudited Interim Consolidated Financial Statements

March 31, 2026

Note 1 – Organization, Business and Going Concern

CitroTech Inc. was originally incorporated under the laws of the State of Nevada on March 14, 1990 and on June 3, 2021 was redomiciled to the State of Wyoming. Effective on January 22, 2026, the Company changed its name from General Enterprise Ventures, Inc. to CitroTech Inc. When used in these notes, the terms “CITR,” “Company,” “we,” “us” and “our” mean CitroTech Inc. and all entities included in our unaudited interim consolidated financial statements.

Business

We develop and manufacture environmentally sustainable, non-toxic, long-term fire-inhibiting products for use in industrial and wildfire defense applications. The Company’s proprietary formulation, CitroTech®, is derived from food-grade, renewable materials and is designed to provide an alternative to legacy conventional chemical fire retardants. CitroTech™ is used in the manufacturing of fire-resilient lumber and building materials, enabling integration of flame-inhibiting properties during production or applied in the field to new homes. In addition, it is utilized by fire departments, municipalities, and other public and private sector entities in connection with ground-based wildfire defense and stationary application systems intended to help render vegetation non-flammable, reduce ignition risk and enhance structural protection.

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

Liquidity and Going Concern

The accompanying unaudited interim consolidated financial statements of the Company have been prepared assuming the Company will continue as a going concern and in accordance with generally accepted accounting principles in the United States of America. The going concern basis of presentation assumes that the Company will continue in operation one year after the date these financial statements are issued and will be able to realize its assets and discharge its liabilities and commitments in the normal course of business.

At March 31, 2026, the Company had cash of approximately $ 4.3 million, working capital of $ 2.8 million , and an accumulated deficit of $ 119.4 million. For the three months ended March 31, 2026, the Company incurred a net loss of $ 6.2 million and used approximately $ 2.1 million of cash in operating activities. The Company's ability to continue as a going concern depends on its ability to scale commercial sales. Management believes that current cash is not sufficient to fund commercial-scale production and the related working capital requirements for the next twelve months. These conditions raise substantial doubt about the Company's ability to continue as a going concern for a period of one year following the issuance date of these unaudited interim consolidated financial statements.

To alleviate these conditions, management is currently evaluating various funding alternatives and may seek to raise additional funds through the issuance of equity or debt securities, through arrangements with strategic partners. As we seek additional sources of financing, there can be no assurance that such financing would be available to us on favorable terms or at all. Our ability to obtain additional financing in the capital markets is subject to several factors, including market and economic conditions, our performance and investor sentiment with respect to us and our industry.

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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 CitroTech Inc. for the year ended December 31, 2025.

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 March 31, 2026 and its results of operations for the three months ended March 31, 2026 and 2025, and cash flows for the three months ended March 31, 2026 and 2025. The balance sheet at December 31, 2025, was derived from audited annual financial statements but does not contain all of the footnote disclosures from the annual financial statements.

The accompanying unaudited interim consolidated financial statements should be read in conjunction with the 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, 2025, as filed with the SEC on March 30, 2026.

Principles of Consolidation

The consolidated financial statements include the accounts of CitroTech Inc., and its wholly owned subsidiaries. Intercompany transactions and balances have been eliminated.

Reclassification

Certain amounts have been reclassified to improve the clarity and comparability of the financial statements. These reclassifications had no impact on previously reported total assets, liabilities, equity, net income (loss), or cash flows for any periods presented.

Use of Estimates

The preparation of financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements. The estimates and judgments will also affect the reported amounts for certain expenses during the reporting period. Actual results could differ from these good faith estimates and judgments.

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Segment Information

Our Chief Executive Officer (“CEO”) is the chief operating decision maker who reviews financial information on a consolidated basis for purposes of allocating resources and evaluating financial performance. Accordingly, we determined we operate in a single reporting segment - environmentally sustainable specialty chemicals for fire prevention and protection in the lumber and wood products, wildland fire and residential home industry.

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

Cash and Cash Equivalents

For purposes of balance sheet presentation and reporting of cash flows, the Company considers all unrestricted demand deposits, money market funds and highly liquid debt instruments with an original maturity of less than 90 days to be cash and cash equivalents. The Company did no t have any cash equivalents at March 31, 2026 and December 31, 2025. The Company had cash of $ 4.3 million and $ 6.3 million at March 31, 2026 and December 31, 2025, respectively.

Periodically, the Company may carry cash balances at financial institutions more than the federally insured limit of $ 250,000 per institution. The amount in excess of the FDIC insurance as of March 31, 2026, was approximately $ 3.2 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 credit loss. The Company maintains allowances for credit loss for estimated losses resulting from the inability of its customers to make the required payments for services. Accounts with known financial issues are first reviewed and specific estimates are recorded. The remaining accounts receivable balances are then grouped in categories by the number of days the balance is past due, and the estimated loss is calculated as a percentage of the total category based upon past history. Account balances are charged against the allowance when it is probable that the receivable will not be recovered.

During the three months ended March 31, 2026 and 2025, the Company recorded no bad debt expense, and recorded an allowance for credit losses of $ 340,534 and $ 345,950 as of March 31, 2026 and December 31, 2025, respectively.

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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.

The Company’s financial instruments, including cash, accounts receivable, prepaid expenses, accounts payable and accrued liabilities, deferred revenue and loans payable, are carried at historical cost. As of March 31, 2026 and December 31, 2025, the carrying amounts of these instruments approximated their fair values because of the short-term nature of these instruments.

Convertible Notes

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

Related Parties

The Company follows ASC 850 , “Related Party Disclosures,” for the identification of related parties and disclosure of related party transactions.

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Revenue

The Company recognizes revenue from its contracts with customers in accordance with ASC 606 – Revenue from Contracts with Customers. The Company recognizes revenues when satisfying the performance obligation of the associated contract that reflects the consideration expected to be received based on the terms of the contract.

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

i.	Identify the contract, or contracts, with a customer;
ii.	Identify the performance obligations in the contract;
iii.	Determine the transaction price;
iv.	Allocate the transaction price to the performance obligations in the contract;
v.	Recognize revenue when the Company satisfies a performance obligation.

For the three months ended March 31, 2026, our revenues currently consist of a sale of product used for lumber products for fire prevention and on installation of self-contained sprinkler systems. Revenue is recognized at a point in time when the risks and rewards of ownership of the product transfer from the Company to the customer.

Deferred revenue

Deferred revenue consists of advanced payments for our service that have not been rendered. Revenue is recognized when service is rendered. As of March 31, 2026 and December 31, 2025, total deferred revenue was $ 24,192 and $ 3,000 , respectively. Deferred revenue is expected to be recognized as revenue within the second and third quarters of 2026.

Cost of Revenue

For the three months ended March 31, 2026 and 2025, cost of revenue consisted of:

Schedule of cost of revenue
	Three months ended
	March 31,
	2026	2025
Cost of inventory	$ 165,430	$ 516,443
Freight and shipping	2,461	160
Consulting and advisory-related party	–	4,000
Royalty and sales commission-related party	–	56,290
Rent expense	57,686	40,367
Total cost of revenue	$ 225,577	$ 617,260

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Basic and Diluted Net Loss Per Common Share

Net loss per share of common stock requires presentation of basic and diluted earnings per common share on the face of the Statements of Operations for all entities with complex capital structures and requires a reconciliation of the numerator and denominator of the basic earnings per share computation to diluted earnings per share. In the accompanying financial statements, basic net loss per share is computed by dividing net loss by the weighted average number of shares of common stock outstanding during the period. Diluted net loss per share is computed by dividing net loss by the weighted average number of shares of common stock and potentially dilutive outstanding shares of common stock during the period to reflect the potential dilution that could occur from common shares issuable through contingent share arrangements and warrants unless the result would be antidilutive.

The dilutive effect of share-based payment awards is calculated using the “treasury stock method,” which assumes that the “proceeds” from the exercise of these instruments are used to purchase common shares at the average market price for the period. The dilutive effect of convertible securities is calculated using the “if-converted method.” Under the if-converted method, securities are assumed to be converted at the beginning of the period, and the resulting shares of common stock are included in the denominator of the diluted calculation for the entire period being presented.

For the three months ended March 31, 2026 and 2025, the following common stock equivalents were excluded from the computation of diluted net loss per share as the result of the computation was anti-dilutive.

Schedule of antidilutive securities — March 31,	March 31,
2026	2025
	Shares	Shares
Convertible notes	925,833	2,504,904
Common Stock warrants	2,716,725	1,897,521
Series C Convertible Preferred Stock	2,692,227	8,167,127
	6,334,785	12,569,552

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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 months ended March 31, 2026 and 2025, stock-based compensation was recognized as follows:

Schedule of stock-based compensation
	Three months ended
	March 31,
	2026	2025
Management compensation	$ 2,116,178	$ 420,720
Professional fees	160,380	245,420
Professional fees - related party	–	2,103,600
Financing expense	–	6,167,334
Stock-based compensation	$ 2,276,558	$ 8,937,074

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

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 this standard on our disclosures.

In December 2025, the FASB issued ASU 2025-11, Interim Reporting (Topic 270): Narrow-Scope Improvements , which clarifies the guidance in Topic 270 to improve the consistency of interim financial reporting. The ASU provides a comprehensive list of required interim disclosures and introduces a disclosure principle requiring entities to disclose events since the end of the last annual reporting period that have a material impact on the entity. ASU 2025-11 is effective for fiscal years beginning after December 15, 2027, including interim periods within those fiscal years, with early adoption permitted. The Company is currently evaluating the impact of adopting ASU 2025-11.

In December 2025, the FASB issued ASU No. 2025-12, Codification Improvements. The ASU addresses thirty-three items, representing the changes to the Codification that (1) clarify, (2) correct errors, or (3) make minor improvements. Generally, the amendments in this Update are not intended to result in significant changes for most entities. The ASU is effective for interim reporting periods within annual reporting periods beginning after December 15, 2026. The adoption method of this ASU may vary, on an issue-by-issue basis. Early adoption is permitted. We are currently evaluating the provisions of this ASU and do not expect this ASU to have a material impact on our consolidated financial statements.

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

Recently adopted accounting pronouncement

In July 2025, the FASB issued ASU No. 2025-05, Financial Instruments—Credit Losses (Topic 326): Measurement of Credit Losses for Accounts Receivable and Contract Assets. The amendments in this update provide a practical expedient permitting an entity to assume that conditions at the balance sheet date remain unchanged over the life of the asset when estimating expected credit losses for current classified accounts receivable and contract assets. This update is effective for annual periods beginning after December 15, 2025, including interim periods within those fiscal years. The Company adopted ASU 2025-05, as of January 1, 2026, and applied the new disclosure requirements prospectively to the current annual period. The adoption of this ASU did not have an impact on our consolidated financial statements.

Note 3 – Inventory

As of March 31, 2026 and December 31, 2025, inventory consisted of the following:

Schedule of inventory	March 31,	December 31,
	2026	2025
Finished goods	$ 148,817	$ 185,310
Raw materials	547,325	435,458
Inventory	$ 696,142	$ 620,768

The Company did no t write-off any inventories as unsalable for the three months ended March 31, 2026 and 2025.

Note 4 – Prepaid expenses

As of March 31, 2026 and December 31, 2025, prepaid expenses consisted of the following:

Schedule of prepaid expenses	March 31,	December 31,
	2026	2025
Insurance	$ 183,427	$ 180,970
Research and development expense	119,123	–
Advertising and marketing	44,975	18,345
Other prepaid operating expenses	148,609	94,705
Deposit on purchase of inventories	16,175	23,000
Prepaid expenses	$ 512,309	$ 317,020

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Note 5 – Equipment, net

As of March 31, 2026 and December 31, 2025, equipment consisted of the following:

Schedule of property plant and equipment	March 31,	December 31,
	2026	2025
Cost:
Equipment	$ 54,122	$	43,396
Vehicles	686,434		686,434
Equipment gross	740,556		729,830
Less: accumulated depreciation	( 129,769	)	( 99,551	)
Equipment, net	$ 610,787	$	630,279

During the three months ended March 31, 2026 and 2025, the Company recorded depreciation of $ 30,219 and $ 12,556 , respectively.

During the three months ended March 31, 2026, the Company purchased equipment for $ 10,727 . During the three months ended March 31, 2025, the Company purchased vehicles and equipment for $ 145,764 , of which $ 118,776 were purchased with a financing loan, and transferred vehicles from inventory of $ 74,827 due to a change of use in 2025.

Financing loan

The Company had a financing loan for the purchase of vehicle in September 2025. The loan repayment is $ 2,021 per month for 60 months , beginning October 2025, with an interest rate of 11.33 %.

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

During the three months ended March 31, 2026 and 2025, the Company recorded interest expense of $ 4,427 and $ 5,584 , and repaid $ 7,884 and $ 215,625 , of which $ 4,427 and $ 5,584 are for interest, respectively. As of March 31, 2026 and December 31, 2025, the Company had a financing loan of $ 155,497 and $ 163,381 , respectively.

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Note 6 – Intangible Assets, net

In 2022, the Company acquired the intellectual property of Mighty Fire Breaker LLC (“MFB California”), 19 patents centered around its MFB Technology for the prevention and spread of wildfires. The granted patents include MFB California’s main chemistry and applications. MFB California had 21 trademarks and various copyrights. Internally generated patents, trademarks and copyrights, are expensed as incurred.

In December 2025, the Company entered into an Intellectual Property Purchase Agreement to protect our existing patents. The purchase price is $ 100,000 in cash and 220,000 shares of Common stock valued at $ 1,775,400 , which shall be issued within 30 days of the closing date. The common stock was issued in January 2026.

As of March 31, 2026 and December 31, 2025, finite lived intangible assets consisted of the following:

Schedule of finite lived intangible assets	March 31,	December 31,
	2026	2025
Acquired patents (19)	$ 4,195,353	$	4,195,353
Patent and technology assets	1,243,000		1,243,000
Non-compete agreements	632,400		632,400
Accumulated amortization	( 839,258	)	( 743,793	)
Intangible assets, net	$ 5,231,495	$	5,326,960

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

Schedule of estimated future amortization expense
Year ending December 31,
2026 (remaining nine months)	$ 286,423
2027	381,888
2028	381,888
2029	381,888
2030	381,888
Thereafter	3,417,520
Intangible assets, net	$ 5,231,495

As of March 31, 2026, the weighted-average useful life is 13.84 years.

During the three months ended March 31, 2026 and 2025, the amortization expense was $ 95,465 and $ 61,983 , respectively.

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Note 7 – Lease

In March 2022, the Company entered into an operating lease for a warehouse, with a term of eighteen (18) months. In July 2023, the Company amended the contract and extended the lease term to July 2025. In May 2025, the Company terminated this lease and wrote off the right-of-use asset and lease liability.

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

For the three months ended March 31, 2026 and 2025, right-of-use asset and lease information about the Company’s operating lease consists of:

Schedule of right-of-use asset and lease information
	Three months ended
	March 31,
	2026	2025
The components of lease expense were as follows:
Operating lease cost	$ 51,379	$ 21,498
Short-term lease cost	7,773	29,593
Variable lease cost	17,369	2,732
Total lease cost	$ 76,521	$ 53,823

Supplemental cash flow information related to leases was as follows:

Schedule of supplemental cash flow information related to leases
	Three months ended
	March 31,
	2026	2025
Cash paid for operating cash flows from operating leases	$ 47,430	$ 33,530
Weighted-average remaining lease term - operating leases (year)	4.25	0.33
Weighted-average discount rate — operating leases	7.00 %	6.50 %

The following table outlines maturities of our lease liabilities as of March 31, 2026:

Schedule of maturities of lease liabilities
Year ending December 31,
2026 (remaining nine months)	$ 147,982
2027	203,228
2028	211,357
2029	219,812
2030	55,486
Operating leases, future minimum payments due	837,865
Less: Imputed interest	( 107,170	)
Operating lease liabilities	$ 730,695

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Note 8 – Convertible Notes

The components of convertible notes as of March 31, 2026 and December 31, 2025, were as follows:

Schedule of components of convertible notes
			Effective	Stated
	Principal		Interest	Interest	March 31,	December 31,
Payment date	Amount	Maturity date	Rate	Rate	2026	2025
February 15, 2025	$ 575,000	February 15, 2026	510 %	10 %	$ –	$ 375,000
Total Convertible notes					–	375,000
Less: Unamortized debt discount					–	( 155,679	)
					–	219,321
Less: Current portion					–	( 219,321	)
Long-term portion					$ –	$ –

During the three months ended March 31, 2026 and 2025, the Company recognized interest expense of $ 4,726 and $ 60,258 and amortization of debt discount of $ 155,679 and $ 345,828 , respectively. As of March 31, 2026 and December 31, 2025, the Company recorded accrued interest of $ 0 and $ 32,773 , respectively.

Conversion

In February 2026, seven (7) note holders converted convertible notes issued in February 2025 of $ 375,000 and accrued interest of $ 37,500 into 171,878 shares of common stock with a conversion price of $2.40. As a result, the Company settled convertible notes and accrued interest of $ 412,500 , and recorded loss on settlement of debt of $ 847,366 .

Note 9 – Accounts payable and accrued liabilities

As of March 31, 2026 and December 31, 2025, accounts payable and accrued liabilities consisted of the following:

Schedule of accounts payable and accrued liabilities	March 31,	December 31,
	2026	2025
Accounts payable	$ 317,505	$ 169,278
Accrued interest	–	32,773
Credit card	19,113	19,953
Sales tax payable	14,466	27,675
Other liabilities	6,666	53,280
Payroll liability	56,511	13,362
Accounts payable and accrued liabilities	$ 414,261	$ 316,321

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Note 10 – Related Party Transactions

The related parties that had material transactions for the three months ended March 31, 2026 and 2025, consist of the following:

Related Party	Nature of Relationship to the Company
A	An Ohio Corporation - a significant shareholder
B	Owner of A and our Chairman of the Board
C	A California Corporation owned by a related party D
D	Significant
shareholder and our Chief Technology Officer through March 31, 2026
E	Former
Director and Chief Executive Officer of GEVI Insurance Holdings Inc.
F	A Delaware
limited liability company controlled by a Director and significant shareholder
G	A company controlled by our Chief Financial Officer

As of March 31, 2026 and December 31, 2025, amounts owing to related parties consists as follows:

Schedule of expenses to related parties and their nature	March 31,	December 31,
Related Party	2026	2025	Nature of transaction
A	$ 300	$ 300	Operating expenses paid on behalf of the Company
F	18,872	167,671	Accrued interest related to convertible note related party
	$ 19,172	$ 167,971

For the three months ended March 31, 2026 and 2025, expenses to related parties and their nature consists of:

Related Party	Three months ended March 31, — 2026	2025	Nature of transaction	Financial Statement Line Item
A	$ –	$ 2,103,600	150,000 Series C preferred stock for consulting fee	Professional fees - related party
C	$ –	$ 16,000	Cash paid for consulting fees	Professional fees - related party
C	$ –	$ 4,000	Cash paid for consulting and advisory fees	Cost of revenue - related party
D	$ –	$ 56,290	Cash paid for royalty and sales commissions	Cost of revenue - related party
E	$ –	$ 420,720	30,000 Series C preferred stock for management compensation	Management compensation
G	$ 24,510	$ –	Professional service - accounting	Professional fees - related party

Contributed Capital

In February 2026, the Company received payments from related party B, totaling $ 96,258 related to disgorgement of short-swing profits under Section 16(b) of the Securities Exchange Act of 1934, as amended. The Company recognized these proceeds as a capital contribution and the amounts were recorded as an increase to additional paid-in capital on the unaudited interim consolidated balance sheets.

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Convertible note – related party

The components of convertible notes as of March 31, 2026 and December 31, 2025, were as follows:

Schedule of convertible debt related party
			Effective	Stated
	Principal		Interest	Interest	March 31,	December 31,
Payment date	Amount	Maturity date	Rate	Rate	2026	2025
February 2025	$ 2,222,000	April 28, 2026	16 %	10 %	$ 2,222,000	$	2,000,000
Total Convertible notes					2,222,000		2,000,000
Less: Unamortized debt discount					( 10,516	)	( 714,600	)
					2,211,484		1,285,400
Less: Current portion					( 2,211,484	)	( 1,285,400	)
Long-term portion					$ –	$	–

In February 2025, the Company entered into one (1) subscription agreement for convertible note ($ 2,000,000 ) and warrants (416,667 shares of common stock) with related party F. 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 $3.00 per share. The outstanding principal amount of convertible note and unpaid interest is convertible at a fixed conversion price of $2.40. The obligations of the Company under the convertible note are secured by a pledge of the Company’s membership interests in MFB Ohio. In the event of a default, related party F could proceed against the equity of MFB Ohio pledged to collateralize the convertible note. MFB Ohio owns the Company’s intellectual property portfolio. On February 27, 2026, related party F extended their convertible promissory note until April 28, 2026. Pursuant to the extension, they charged a 1% amendment fee and agreed to release their security pledge against certain intangible assets of the Company. As a result, the principal amount became $ 2,222,000 , including accrued interest of $ 200,000 and 1% fee of $ 22,000 .

The Company evaluated the modification of terms under ASC 470-50, “Debt - Modification and Extinguishment”, and concluded that the extension of the maturity dates did not result in a substantial change and consequential changes to the economic substance of the debt and thus resulted in a modification of the debt and not extinguishment of the debt. Accordingly, no gain or loss on debt extinguishment was recorded.

During the three months ended March 31, 2026 and 2025, the Company recognized interest expenses of $ 51,201 and $ 31,206 and amortization of debt discount of $ 726,084 and $ 30,850 , respectively. As of March 31, 2026 and December 31, 2025, the Company recorded accrued interest of $ 18,872 and $ 167,671 , respectively.

The note and accrued interest were fully converted into common shares in April 2026 (Note 13).

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Note 11 – Stockholders’ Equity

Preferred Stock

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

As of March 31, 2026 and December 31, 2025, there were 1,666,667 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 shall be convertible, at the option of the holder thereof, at any time and from time to time, and without the payment of additional consideration by the holder thereof, into 3.3333 shares of the Common Stock of the Company (the “Conversion Ratio”). Such Conversion Ratio, and the rate at which shares of Series C Convertible Preferred Stock may be converted into shares of Common Stock, shall be subject to adjustment.

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

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

·	27,500 shares for purchase subscriptions of $ 260,000 , at prices of $4.00 or $6.00 per share
·	167,500 shares for services, valued at $ 2,349,020 at market price on issuance dates.
·	30,000 shares
for compensation, valued at $ 420,720 at market price on issuance dates.

As of March 31, 2026 and December 31, 2025, there were 807,668 shares of the Company’s Series C Convertible Preferred Stock issued and outstanding.

Common Stock

The Company has authorized 1,000,000,000 shares of common stock with a par value of $ 0.0001 . Each share of common stock entitles the holder to one vote, in person or proxy, on any matter on which action of the stockholders of the corporation is sought.

During the three months ended March 31, 2026, the Company issued 594,586 shares of Common Stock as follows:

·	171,878 shares for conversion of debt of $ 1,259,866
·	22,000 shares for service, valued at $ 160,380
·	180,708 shares for cashless exercise of warrants
·	220,000 shares for stock payable for acquisition
of IP, valued at $ 1,775,400 , which was recorded as additional paid in capital as of December 31, 2025.

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

As of March 31, 2026 and December 31, 2025, there were 19,116,901 and 18,522,315 shares of the Company’s common stock issued and outstanding, respectively.

Restricted stock

On June 27, 2025 (the “Effective Date”), the Company entered into the employment agreement with our Chief Operating Officer (“COO”), commencing on July 21, 2025. Under this agreement, the Company issued 150,000 restricted shares of the Common Stock as stock bonus. Shares shall vest one-fourth each anniversary of the Effective Date. The grant date fair value of shares is $ 1,799,970 .

On September 22, 2025, the Company entered into the employment agreement with our new Chief Executive Officer (“CEO”), commencing on October 1, 2025 (the “Effective Date”). Under this agreement, the Company issued 300,000 restricted shares of the Common Stock as stock bonus. Shares shall vest one-fourth on first anniversary of the Effective Date and the remaining three-fourths on monthly basis over the following 36 months. The grant date fair value of shares is $ 1,698,000 .

During the year ended December 31, 2025, the Company recorded compensation expense of $ 331,120 . As of December 31, 2025, unrecognized compensation cost for unvested equity awards was $ 3,166,850 .

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Management stock compensation (PSU)

During 2025, the Company entered into employment and consulting agreements with our CEO, former CEO, COO and a Director. The stock compensation based on market capitalization condition is as follows:

| Market capitalization
for 30 consecutive
days | Consulting agreement
Former CEO and current
Chairman | Consulting agreement Director | Employment agreement COO | Employment agreement CEO |
| --- | --- | --- | --- | --- |
| $ 120,000,000 | 70,000
Series C Convertible Preferred Stock | 70,000
Series C Convertible Preferred Stock | – | – |
| $ 150,000,000 | 70,000 Series
C Convertible Preferred Stock | 70,000 Series
C Convertible Preferred Stock | 37,500 common
stock | 75,000 common
stock |
| $ 200,000,000 | 70,000 Series
C Convertible Preferred Stock | 70,000 Series
C Convertible Preferred Stock | 37,500 common
stock | 75,000 common
stock |
| $ 250,000,000 | 70,000 Series
C Convertible Preferred Stock | 70,000 Series
C Convertible Preferred Stock | 37,500 common
stock | 75,000 common
stock |
| $ 300,000,000 | – | – | 37,500 common
stock | 75,000 common
stock |
| Fair value
($) | 1,932,000 | 3,165,000 | 1,740,000 | 1,580,000 |
| Forfeiture
Protection | Vests
upon completion of Initial Term; awards survive termination | Vests
upon completion of Initial Term; awards survive termination | Forfeited
if terminated for cause or resignation | Forfeited
if terminated for cause or resignation |

The Company used the Monte Carlo model to calculate the fair value of compensation and estimated a total of the grant date fair value of $ 8,417,000 . The Company records compensation expense over the term of a derived service period unless the condition is satisfied at an earlier date. During the three months ended March 31, 2026, the Company recorded compensation expense of $ 2,116,178 . As of March 31, 2026, unrecognized compensation cost for unvested equity awards was $ 710,043 , which is expected to be recognized over a remaining weighted-average period of 0.34 years. As of March 31, 2026, the $120,000,000 market capitalization condition had been achieved , but the 140,000 shares of Series C Convertible Preferred Stock, that become issuable upon achievement of that condition, have not yet been issued.

For the year ended December 31, 2025, the estimated fair values of the compensation measured used the following significant assumptions:

Significant assumptions used for valuation of compensation
Derived service period	0.51 - 1.05 year
Risk-free interest rate	3.62% - 3.97%
Stock price at valuation date	$ 5.66 - 12.00
Expected average volatility	108.5% - 151.0%
First Capitalization Threshold per share price	$ 6.85 - 14.28
Second Capitalization Threshold per share price	$ 8.56 - 19.02
Third Capitalization Threshold per share price	$ 11.42 - 23.82
Fourth Capitalization Threshold per share price	$ 14.27 - 28.56

Warrants

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

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

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A summary of activity of the warrants during the three months ended March 31, 2026 as follows:

Schedule of activity of the warrants
Warrants Outstanding
			Weighted Average Remaining
Shares		Weighted Average Exercise Price	Contractual life (in years)
Outstanding, December 31, 2025	2,909,434	$	3.66	4.37
Exercised	( 192,709	)	0.46	–
Outstanding, March 31, 2026	2,716,725	$	3.63	4.13
Exercisable, March 31, 2026	2,383,391	$	4.43	4.17

The intrinsic value of the warrants as of March 31, 2026 is approximately $ 12.9 million.

Note 12 – Disaggregated revenue and Concentration

During the three months ended March 31, 2026 and 2025, disaggregated revenue was as follows:

Schedule of disaggregated revenue
	Three months ended
	March 31,
	2026	2025
Products sale	$ 203,396	$ 604,482
Product installation service	141,519	364,900
	$ 344,915	$ 969,382

During the three months ended March 31, 2026 and 2025, customer and supplier concentrations (more than 10%) were as follows:

Revenue and accounts receivable

Recurring customers do not represent a material percentage of our revenue and accounts receivable for the three months ended March 31, 2026 and 2025.

Schedule of revenue and accounts receivable
Three months ended
March 31,
2026	2025
Number of customers (more than 10% revenue)	3	3
Total revenue of top five (5) customers	67.8 %	48.1 %

2026	2025
Number of customers (more than 10% of accounts receivable)	5	3
Total % of accounts receivable balance (more than 10%)	69.0 %	61.1 %

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Purchase and accounts payable

Schedule of purchase and accounts payable — Percentage of Purchases		Percentage of
For three months ended		Accounts payable for purchase
March 31,		March 31,	December 31,
2026	2025	2026	2025
Supplier A	86.5 %	46.2 %	–	98.8 %
Supplier B	–	28.1 %	–	–
Total (as a group)	86.5 %	74.3 %	–	98.8 %

To reduce risk, the Company closely monitors the amounts due from its customers and assesses the financial strength of its customers through a variety of methods that include, but are not limited to, engaging directly with customer operations and leadership personnel, visiting customer locations to observe operating activities, and assessing customer longevity and reputation in the marketplace. As a result, the Company believes that its accounts receivable credit risk exposure is limited.

Note 13 – Subsequent Events

Management has evaluated subsequent events through May 14, 2026, which is the date these financial statements were available to be issued. Based on our evaluation, no material events have occurred that require disclosure, except as follows:

The Company issued common stock as follows:

| · | 940,799 shares of common stock for conversion
of related party debt and accrued interest, valued at $2,257,917. |
| --- | --- |
| · | 2,258,045 shares of common stock for conversion
of 677,409 shares of Series C Preferred Stock. |
| · | 33,333 shares of common stock for services, valued
at $282,997. |
| · | 8,334 shares of common stock upon exercise of 8,334 warrants, for proceeds of $25,002. |

The Company issued 46,250 warrants to a related party F for services.

The Company and Hexion Inc., a New Jersey corporation (“Hexion”), formed HexiTech LLC, a Delaware limited liability company (“HexiTech”), to facilitate a joint venture to develop, manufacture, commercialize and sell products incorporating the Company’s fire-retardant intellectual property within a defined field of use, utilizing Hexion’s manufacturing and commercialization capabilities. On April 17, 2026, the Company and Hexion entered into a limited liability company agreement governing HexiTech, pursuant to which the Company and Hexion were admitted as 50% members of HexiTech. On April 17, 2026, the Company also entered into an Intellectual Property License Agreement with HexiTech pursuant to which the Company granted HexiTech a defined license to the Company’s fire-retardant intellectual property within a defined field of use.

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

FORWARD-LOOKING STATEMENTS

This Quarterly Report on Form 10-Q (the “Quarterly 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 Quarterly 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.

As used in this Quarterly Report, the terms “we”, “us”, “our” and “our company” mean CitroTech Inc.

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Overview

We are a specialty, non-toxic chemical company that formed a 50/50 global joint venture with Hexion on April 17, 2026 for the production and sale of CitroTech into the fire retardant treated wood market. In addition, the Company manufactures environmentally sustainable fire inhibitors and fire retardants to help prevent wildland fires and protect assets, as well as putting the fire inhibitors into home systems for their deployment. Management is highly experienced at building and running companies, as well as commercializing and executing on strategic partnerships for the sale of products and services.

Since MFB Ohio acquired the MFB portfolio of intellectual property on April 13, 2022, our management team has continued to develop and refine our product formulations. The Company has received significant third-party recognition for these efforts, including twice receiving the EPA Safer Choice designation, being the first and only fire inhibitor recognized by the EPA as safe for the environment, and receiving UL GREENGUARD Gold certification, which reflects minimal impact on indoor air quality from toxic smoke over extended exposure. Our products have been adopted by fire departments throughout the State of California.

We are expanding our patent portfolio and technology platform into additional markets that can benefit from environmentally safe alternatives to legacy fire retardant and fire retardant-treated wood products. CitroTech has developed wood coating products utilizing this technology and is in the initial phases of commercialization.

The Company is also deploying proactive wildfire defense systems on residential and commercial properties under the CitroSafe Systems brand. CitroSafe Systems are self-contained sprinkler installations that utilize our patented CitroTech product and are deployed in advance of wildfires to reduce structural risk. This offering addresses a significant and growing insurance market disruption across eleven western states, where carriers have curtailed or declined to write wildfire coverage on new construction and existing policies in the Wildland Urban Interface, the transitional zone between undeveloped land and built environments that is at elevated risk of catastrophic wildfire loss. The Company is working with a large insurance broker to offer insurance coverage to customers who install a CitroSafe proactive wildfire system, with policies underwritten by established insurance carriers. This program is currently in the proof-of-concept phase.

Our management team consists of four individuals: Wesley J. Bolsen, Chief Executive Officer; Andrew Hotsko, Chief Operating Officer; Nanuk Warman, Secretary and Chief Financial Officer; and Anthony Newton, General Counsel.

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Known Trends and Uncertainties

Growth in Fire Safety

We believe that fire safety benefits from several growth drivers, including increasing fire severity, as measured by higher acres burned, longer fire seasons and a growing urban component moving into the Wildland Urban Interface, resulting in a need for higher quantity of specialty chemical fire inhibitors, thereby increasing production. We believe these trends are prevalent in North America, as well as globally, and we expect these trends to continue driving growth in demand for fire retardants and fire retardant treated lumber products.

We are working to grow our fire prevention and protection business, which is primarily focused on expanding use of ground-applications for long-term fire retardants. This growth includes use of ground assets in response to active fires (protection), as well as proactive treatments around critical infrastructure and known high-risk areas (prevention). Fire prevention products can be used to help prevent fire ignitions and protect property from potential fire danger by providing proactive retardant treatment in high-risk areas such as along roadsides, under power lines, along railroad rights-of-way, and around residential neighborhoods and commercial infrastructure. Treating these areas ahead of the fire season can help to prevent ignitions from equipment failures or sparks until a significant rainfall occurs. Although there is no certainty in wildfire defense, when our CitroSafe system is installed, we fill it with our CitroTech product. Thereafter, we will conduct an annual inspection of the system to help ensure it is ready to help defend against a wildfire. While there is no specific useful life for our product, if the system has not been deployed since the third anniversary of the initial installation, or three years following an annual inspection, in an abundance of caution we will remove and replace the CitroTech. In addition, we suggest spraying CitroTech in areas surrounding the property that pose the greatest risk to help reduce the risk posed by dry vegetation, decks, garden bark, and fences.

We have invested and intend to continue investing in the expansion of our fire retardant and lumber treatment business through product development and business development to grow our customer base.

Weather Conditions and Climate Trends

Our business is highly dependent on the needs of commercial entities, residential homeowners and fire departments to prevent fires and protect assets, as well as the use and expansion of Class A Fire Retardant Treated lumber and wood products. As such, our financial condition and results of operations are significantly impacted by weather as well as environmental and other factors affecting climate change, which impact the number and severity of fires in any given year. Typically, sales of our product are higher during the summer months in the United States due to weather patterns that are generally correlated to a higher prevalence of wildfires. We believe orders will generally peak during the summer months, but with expanded fire seasons in the United States, ignitions may start in the late Spring and continue through late Fall of calendar year 2026.

Results of Operations

We are developing and commercializing our product lines. We have been focused historically on obtaining patents and various accreditations. To date, we do not have a large customer base, having relied heavily on a few customers, for the commercialization and testing of our CitroTech product and delivery system. We currently do not have an established retail product line nor recurring significant customer base.

The following summary of our results of operations should be read in conjunction with our unaudited financial statements for the three months ended March 31, 2026 and 2025, which are included herein.

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Our results of operations for the three months ended March 31, 2026 and 2025 are summarized below:

	Three months ended
	March 31,
	2026	2025	Change	%
Revenue	$ 344,915	$ 969,382	(624,467	)	(64%	)
Operating expenses	4,792,061	4,427,838	364,223		8%
Other (income) expenses	1,763,418	7,444,948	(5,681,530	)	(76%	)
Net loss	$ 6,210,564	$ 10,903,404	(4,692,840	)	(43%	)

Revenue

Our revenue is generated through our subsidiary Mighty Fire Breaker LLC ("MFB Ohio"), which acquired our fire suppression intellectual property portfolio in April 2022. Our revenue is highly seasonal and event-driven, with demand concentrated in the Western United States during the traditional May to October fire season, and is materially influenced by wildfire activity in any given period. During the three months ended March 31, 2026, revenue decreased $624,000, or 64%, compared to the three months ended March 31, 2025. The rare situation of a devastating fire in both the Pacific Palisades and Eaton Canyon fires in the first quarter of 2025 added to system revenue in the first quarter of 2025 that was not seen in the first quarter of 2026.

Our revenues consisted of the following:

	Three months ended
	March 31,
	2026	2025
Products sale	$ 203,396	$ 604,482
Product installation service	141,519	364,900
	$ 344,915	$ 969,382

Our revenues from significant customers for the three months ended March 31, 2026 and 2025, are as follows:


March 31,
2026	2025
Number of customers (more than 10% revenue)	3	3
Total revenue of top 5 customers	67.8%	48.1%

Our revenue is project- and event-driven rather than subscription- or contract-based, and we do not currently have a meaningful base of recurring customers. The increase in our top-five customer concentration to 67.8% in the three months ended March 31, 2026, from 48.1% in the comparable 2025 period, reflects both the absence of the Pacific Palisades and Eaton Canyon fire deployments that drove revenue in the prior period and the early-stage nature of our commercial customer base. We expect customer concentration to remain elevated until our channel partner program and recurring utility and structural-protection customer relationships further mature.

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Operating Expenses

	Three months ended
	March 31,
	2026	2025	Change	%
Cost of revenue	$ 225,577	$ 617,260	$ (391,683	)	(63%	)
Amortization and depreciation	125,684	74,539	51,145		69%
General and administrative	409,956	203,171	206,785		102%
Advertising and marketing	137,600	104,496	33,104		32%
Payroll and management compensation	3,107,367	673,423	2,433,944		361%
Professional fees	704,352	2,746,918	(2,042,566	)	(74%	)
Research and development expense	81,525	8,031	73,494		915%
Total operating expenses	$ 4,792,061	$ 4,427,838	$ 364,223		8%

The increase in operating expenses was primarily attributed to increases in management compensation offset by a decrease in cost of revenue and professional fees.

Cost of revenue

	Three months ended
	March 31,
	2026	2025	Change	%
Cost of inventory	$ 165,430	$ 516,443	$ (351,013	)	(68%	)
Freight and shipping	2,461	160	2,301		1438%
Consulting and advisory-related party	–	4,000	(4,000	)	(100%	)
Royalty and sales commission-related party	–	56,290	(56,290	)	(100%	)
Rent expense	57,686	40,367	17,319		43%
Total cost of revenue	$ 225,577	$ 617,260	$ (391,683	)	(63%	)

During the three months ended March 31, 2026, the cost of revenue decreased over the three months ended March 31, 2025, primarily due to a decrease in cost of inventory.

Cost of inventory consists of product costs, direct labor, related supplies, and direct testing of our CitroTech product and the various components required for installation of CitroSafe™ systems. Cost of inventory decreased during the three months ended March 31, 2026, compared to the comparable 2025 period, primarily due to lower product sales volume.

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

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

Royalty and sales commissions to a related party decreased to zero in the three months ended March 31, 2026, from $56,290 in the comparable 2025 period. During the first quarter of 2025, we recognized an allocated portion of consulting and direct labor costs associated with our revenue as royalty and sales cost of revenue. In March 2025, we entered into a new contract under which the consulting and advisory royalty arrangement was terminated.

Rent expenses are warehouse and facility rent expenses. The increase in rent expense is primarily attributable to our relocation to a larger commercial facility for operations, warehousing, and customer-facing activities beginning in April 2025, along with the cancellation of a prior warehouse lease in May 2025.

Amortization and depreciation

Amortization and depreciation expenses are from the amortization of patents and technology and the depreciation of vehicle, and furniture and equipment.

General and administrative

General and administrative expenses are office, rent, travel, insurance, website, IT and other office related expenses. For the three months ended March 31, 2026, we incurred increased expenditures on consulting and payroll fees, our website and IT development and travel as well as general office and insurance expenses from expansion of operations.

Advertising and marketing

The increase in advertising and marketing during the three months ended March 31, 2026, over the three months ended March 31, 2025, is primarily due to supporting revenue growth in addition to investor relations activities after being uplisted to the NYSE American. This includes rebranding efforts around the official company name change to CitroTech Inc. from General Enterprise Ventures Inc as well as the product labels moving from Mighty Fire Breaker to CitroTech and the conversion of relevant website and marketing materials.

Professional fees

The professional fees during the three months ended March 31, 2026, primarily included stock-based compensation of $160,000 to advisors to our subsidiary MFB, and various professional fees for accounting and audit related to SEC filings, legal on patents and other consulting services in 2026. The professional fees during the three months ended March 31, 2025, primarily included stock-based management compensation of $2.3 million, of which $2.1 million was 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.

TCSI’s consulting services to us 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 industry experience, who provided guidance and insight to our management and Board of Directors with respect to the fire retardant and fire inhibitor industry, business development connections, and oversight during the testing and recognition processes.

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Payroll and management compensation

During the three months ended March 31, 2026, management compensation increased to $3.1 million from $673,000 in the prior period. This increase was primarily attributable to the buildout of a full executive management team during 2025, including the appointment of a Chief Operating Officer, Chief Financial Officer, Chief Technology Officer, and General Counsel. Compensation during 2026, primarily included stock-based management compensation of $2.1 million, and payroll to management and employees of approximately $1 million. The significant increase in stock-based compensation reflects the transition from a single-executive structure in the first quarter of 2025, when management compensation consisted of a stock-based management compensation of $420,000 and a $142,000 cash payment to our former CEO, to a fully staffed leadership team necessary to support our growth and commercialization objectives.

Research and development costs

We continue to invest heavily in the testing and certifications of CitroTech treated products as well as in advance of submitting formulas for approval to apply product onto federal lands. We expect to continue growing R&D spend over historical spend as we add additional product lines and invest in the future of the company. This includes funded research programs with Texas A&M on new products that were not underway in 2025.

Other Expenses

For the three months ended March 31, 2026 and 2025, the other expenses consisted of interest expense related to convertible notes payable issued in 2025 of $942,000 and convertible notes payable issued in 2025 and 2024 of $473,000, respectively, change in fair value of derivative liability related to convertible notes payable issued in 2025 and 2024 of $0 and $805,000, respectively, financing expense of $0 and $6.2 million, respectively, and loss on settlement of debt of $847,000 and $0, respectively. Settlement of debt in 2026 is the conversion of convertible notes issued in 2025. Financing expense is from 4 million warrants granted to a financial advisor.

Net loss

The net loss for the three months ended March 31, 2026 was approximately $6.2 million, a decrease of approximately $4.7 million as compared to the three months ended March 31, 2025, primarily due to a significant reduction in other expenses, partially offset by lower revenue and higher operating expenses.

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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 $6.2 million and $10.9 million for the three months ended March 31, 2026 and 2025, respectively. During fiscal year 2025, we completed a debt offering in February and an equity offering in September and October which generated net proceeds of approximately $3.7 million and $8.1 million, respectively.

Working capital

	March 31, — 2026	December 31, — 2025	Change
Current assets	$ 5,625,662	$ 7,415,426	$ (1,789,764	)
Current liabilities	$ 2,852,076	$ 2,169,626	$ 682,450
Working capital (deficiency)	$ 2,773,586	$ 5,245,800	$ (2,472,214	)

As of March 31, 2026 and December 31, 2025, the current assets consisted of cash of $4.3 million and $6.3 million, respectively, inventory of $696,000 and $621,000, respectively, accounts receivable of $130,000 and $209,000, respectively, and prepaid expenses and other current assets of $512,000 and $317,000, respectively.

As of March 31, 2026 and December 31, 2025, the current liabilities consisted of accounts payable and accrued liabilities of $414,000 and $316,000, respectively, due to related parties of $19,000 and $168,000, respectively, convertible notes net of discount of $0 and $219,000, respectively, convertible note – related party of $2.2 million and $1.3 million, respectively, current portion of financing loan of $31,000 and $30,000, respectively, and current portion of operating lease liability of $152,000 and $148,000, respectively.

The decrease in working capital in 2026 was primarily due to an increase in convertible note- related party and a decrease in cash for operating activities.

Cash Flows

For the three months ended March 31, 2026 and 2025

	Three months ended
	March 31,
	2026		2025		Change
Cash used in operating activities	$ (2,059,341	)	$ (713,918	)	$ (1,345,423	)
Cash used in investing activities	$ (10,727	)	$ (26,988	)	$ 16,261
Cash provided by financing activities	$ 88,374		$ 3,706,109		$ (3,617,735	)
Net Change in cash	$ (1,981,694	)	$ 2,965,203		$ (4,946,897	)

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Operating Activities

We have not generated positive cash flows from operating activities.

For the three months ended March 31, 2026, net cash flows used in operating activities consisted of a net loss of $6.2 million, reduced by stock-based compensation of $2.3 million, non-cash lease expenses of $38,000, amortization and depreciation of $126,000, amortization of debt discount of $882,000 and loss on settlement of debt of $847,000, and increased by net changes in operating assets and liabilities of $19,000.

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

Investing Activities

For the three months ended March 31, 2026 and 2025, the cash flows used in investing activities consisted of the purchase of equipment of $11,000 and $27,000, respectively.

Financing Activities

For the three months ended March 31, 2026, net cash provided by financing activities consisted of $96,000 capital contribution from a related party and repayments of financing loans of $8,000.

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

Contractual Obligations

Convertible notes – related party

In February 2025, we entered into one (1) subscription agreement for convertible notes ($2,000,000) and warrants (416,667 shares of 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 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. Our obligations 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 our intellectual property portfolio. On February 27, 2026, related party F extended their convertible promissory note until April 28, 2026. Pursuant to the extension, they charged a 1% amendment fee and agreed to release their security pledge against certain intangible assets of the Company. In April 2026, the note and accrued interest were fully converted into the Company’s Common Stock.

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Financing loans

We had a financing loan for the purchase of a vehicle in September 2025. The loan repayment is $2,021 per month for 60 months, beginning October 2025, with an interest rate of 11.33%.

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

Lease Agreements

We have one lease classified as an operating lease for office and warehouse purposes. The following table outlines maturities of our lease liabilities as of March 31, 2026:

Year ending December 31, — 2026 (remaining nine months)	$ 147,982
2027	203,228
2028	211,357
2029	219,812
2030	55,486
Thereafter	–
	837,865
Less: Imputed interest	(107,170	)
Operating lease liabilities	$ 730,695

Liquidity

We have incurred losses since inception and incurred a net loss of $6.2 million during the three months ended March 31, 2026. However, in September 2025, we completed an equity offering which generated net proceeds of $5.4 million. Additionally, in October 2025, we completed an equity offering which generated net proceeds of $2.7 million.

Our existing cash resources are expected to provide sufficient funds to carry out our planned operations through fiscal year 2026. To more rapidly grow our revenue and continue operations beyond such time frame, we may be required to raise additional funds by completing additional equity or debt offerings or increasing revenue. We may also raise capital through public or private offerings of equity or debt securities or by entering into a credit facility. There can be no assurance that we will be successful in acquiring additional funding, that our projections of its future working capital needs will prove accurate, or that any additional funding would be sufficient to continue operations in future years.

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Contingencies

Certain conditions may exist as of the date the financial statements are issued, which may result in a loss to us, 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, evaluate the perceived merits of any legal proceedings or unasserted claims, as well as the perceived merits of the amount of relief sought or expected to be sought therein. If the assessment of a contingency indicates it is probable that a material loss has been incurred and the amount of the liability can be estimated, then the estimated liability would be accrued in our financial statements. If the assessment indicates a potentially material loss contingency is not probable, but is reasonably possible, or is likely, but cannot be estimated, then the nature of the contingent liability, together with an estimate of the range of possible loss, if determinable and material, would be disclosed. Loss contingencies considered remote are generally not disclosed unless they involve guarantees, in which case the guarantees would be disclosed.

Critical Accounting Estimates

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

For a discussion of our critical accounting estimates, refer to Management's Discussion and Analysis of Financial Condition and Results of Operations in our Annual Report on Form 10-K for the year ended December 31, 2025, filed with the SEC on March 30, 2026 (the “Annual Report”). There have been no material changes to our critical accounting estimates as described in that Annual Report.

Item 3. Quantitative and Qualitative Disclosures About Market Risk.

We are a smaller reporting company as defined by Rule 12b-2 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), and are not required to provide the information specified under this item.

Item 4. Controls and Procedures.

Management’s Evaluation of Disclosure Controls and Procedures

We maintain disclosure controls and procedures, as defined in Rules 13a-15(e) and 15d-15(e) under the Exchange Act. Disclosure controls and procedures are controls and other procedures designed to ensure that the 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 SEC’s rules and forms. Disclosure controls and procedures include, without limitation, controls and procedures designed to ensure that information required to be disclosed by us in the reports that we file or submit under the Exchange Act is accumulated and communicated to our management, including our principal executive officer and our principal financial officer, as appropriate, to allow timely decisions regarding required disclosure.

Based on an evaluation under the supervision and with the participation of the Company’s management, the Company’s principal executive officer and principal financial officer have concluded that the Company’s disclosure controls and procedures as defined in Rules 13a-15(e) and 15d-15(e) under the Exchange Act were effective as of March 31, 2026 to provide reasonable assurance that information required to be disclosed by the Company in reports that it files or submits under the Exchange Act is (i) recorded, processed, summarized and reported within the time periods specified in the SEC rules and forms and (ii) accumulated and communicated to the Company’s management, including its principal executive officer and principal financial officer, as appropriate to allow timely decisions regarding required disclosure. We have implemented improvements in our disclosure controls so that we can make timely filings of current reports.

Changes in Internal Controls

There has been no change in the Company’s internal control over financial reporting during the three months ended March 31, 2026 that has materially affected, or is reasonably likely to materially affect, the Company’s internal control over financial reporting. Management will continue to monitor and evaluate the effectiveness of our internal controls and procedures over financial reporting on an ongoing basis and is committed to taking further action and implementing additional improvements as necessary.

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PART II - OTHER INFORMATION

Item 1. Legal Proceedings.

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

Item 1A. Risk Factors.

As a smaller reporting company under Rule 12b-2 of the Exchange Act, we are not required to include risk factors in this Quarterly Report. However, as of the date of this Quarterly Report, there have been no material changes with respect to those risk factors previously disclosed in the “Risk Factors” section of the Annual Report. 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 March 31, 2026, the Company issued 594,586 unregistered shares of Common Stock as follows:

·	220,000 shares of Common Stock issued in connection with the acquisition of intellectual property, valued at $1,775,400;
·	171,878 shares of Common Stock issued upon conversion of convertible promissory notes in the aggregate principal amount of $375,000 plus accrued interest of $37,500 in February and March 2026;
·	180,708 shares of Common Stock issued upon cashless exercise of 192,709 warrants; and
·	22,000 shares of Common Stock issued to consultants for services, valued at $160,380.

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 that they acquired the securities for investment only and not with a view to or for sale in connection with any distribution thereof.

Item 3. Defaults Upon Senior Securities.

None.

Item 4. Mine Safety Disclosures.

Not Applicable.

Item 5. Other Information.

(a) None.

(b) None.

(c) During the quarter ended March 31, 2026, 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.

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Item 6. Exhibits.

Exhibit Number	Exhibit Description	Incorporated by Reference — Form	Exhibit	Filing Date/ Period End Date
3.1	Articles of Domestication/Articles of Incorporation	10-K	3.1	04/15/2024
3.2	Amendment to Articles of Incorporation	10-K	3.2	03/31/2025
3.3	Amendment to Articles of Incorporation	8-K	3.1	09/10/2025
3.4	Amended and Restated Bylaws	10-Q	3.4	11/12/2025
3.5	Second Amended and Restated Designations and Preferences of Series A Preferred Stock	10-K	3.4	03/31/2025
3.6	Amended and Restated Designations and Preferences of Series C Convertible Preferred Stock	10-K	3.5	03/31/2025
3.7	Articles of Amendment to the Articles of Incorporation	8-K	3.1	01/28/2026
3.8	Certificate of Name Change	8-K	3.2	01/28/2026
31.1*	Certification of Principal Executive Officer, pursuant to Section 302 of the Sarbanes-Oxley Act of 2002
31.2*	Certification of Principal Financial Officer, pursuant to Section 302 of the Sarbanes-Oxley Act of 2002
32.1**	Certification of Principal Executive Officer, pursuant to 18 U.S.C. Section 1350, as created by Section 906 of the Sarbanes-Oxley Act of 2002
32.2**	Certification of Principal Financial Officer, pursuant to 18 U.S.C. Section 1350, as created by Section 906 of the Sarbanes-Oxley Act of 2002
101.INS*	Inline XBRL Instance Document - the instance document does not appear in the Interactive Data File because its XBRL tags are embedded within the Inline XBRL document.
101.SCH*	Inline XBRL Taxonomy Extension Schema Document
101.CAL*	Inline XBRL Taxonomy Extension Calculation Linkbase Document
101.DEF*	Inline XBRL Taxonomy Extension Definition Linkbase Document
101.LAB*	Inline XBRL Taxonomy Extension Label Linkbase Document
101.PRE*	Inline XBRL Taxonomy Extension Presentation Linkbase Document
104*	Inline XBRL for the cover page of this Quarterly Report on Form 10-Q, included in the Exhibit 101 Inline XBRL Document Set.

Filed herewith.

**Furnished herewith.

Field: Page; Sequence: 39

Field: /Page

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.

/s/ Nanuk Warman
Nanuk Warman
Chief Financial Officer (Principal Financial and Accounting Officer)

Field: Page; Sequence: 40; Options: Last

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