Summary of Significant Accounting Policies | Note 2 – Summary of Significant Accounting Policies Basis of Presentation The accompanying unaudited interim consolidated financial statements have been prepared in accordance with generally accepted accounting principles in the United States of America for interim financial information and with the instructions to Form 10-Q and Regulation S-X. Accordingly, the unaudited interim financial statements do not include all of the information and footnotes required by generally accepted accounting principles for complete financial statements. In the opinion of management, all adjustments consisting of normal recurring entries necessary for a fair statement of the periods presented for: (a) the financial position; (b) the result of operations; and (c) cash flows, have been made in order to make the unaudited interim financial statements presented not misleading. The results of operations for such interim periods are not necessarily indicative of operations for a full year. The accompanying unaudited interim consolidated financial statements should be read in conjunction with the consolidated financial statements and related notes included in the Company’s Annual Report on Form 10-K/A, for the year ended December 31, 2023, as filed with the SEC on July 30, 2024. Principles of Consolidation The consolidated financial statements include the accounts of General Enterprise Ventures, Inc., and its wholly owned subsidiaries, Mighty Fire Breaker, LLC, an Ohio Limited Liability company and GEVI Insurance Holdings Inc., an Ohio corporation. Intercompany transactions and balances have been eliminated. Restatement For the three and six months ended June 30, 2023, the company restated the Consolidated Financial Statements for the calculation of amortization on intangible assets. The impact on the Consolidated Statement of Operations and Comprehensive Loss of the restatement is as follows: Three Months Ended Six Months Ended June 30, 2023 June 30, 2023 As Filed Adjustment As Restated As Filed Adjustment As Restated Amortization and depreciation $ 267 $ 61,812 $ 62,079 531 123,624 124,155 Total operating expense $ 378,936 $ 61,812 $ 440,748 774,113 123,624 897,737 Loss from operations $ (355,474 ) $ (61,812 ) $ (417,286 ) (708,910 ) (123,624 ) (832,534 ) Net loss $ (356,058 ) $ (61,812 ) $ (417,870 ) (709,669 ) (123,624 ) (833,293 ) The impact on the Consolidated Statement of Cash Flows of the restatement is as follows: Six Months Ended June 30,2023 As Filed Adjustment As Restated Cash Flows from Operating Activities: Net loss $ (709,669 ) $ (123,624 ) $ (833,293 ) Adjustments to reconcile net loss to net cash used in operating activities: Depreciation and amortization $ 531 $ 123,624 $ 124,155 Net Cash used in Operating Activities $ (423,890 ) $ - $ (423,890 ) The impact on the Consolidated Statement of Stockholders’ Equity of the restatement is as follows: June 30, 2023 As Filed Adjustment As Restated Stockholders' equity: Accumulated deficit $ (60,091,069 ) $ (123,624 ) $ (60,214,693 ) Total stockholders' equity $ 2,965,449 $ (123,624 ) $ 2,841,825 Reclassification For the three and six months ended June 30, 2023, certain amounts have been reclassified to improve the clarity and comparability of the Consolidated Financial Statements. An adjustment has been made to the Consolidated Statements of Operations and Comprehensive Loss and for the three and six months ended June 30,2023, to reclassify partial operating expenses to cost of revenue, and to separately disclose professional service provided by related party from line-item professional service to professional fees- related party. The impact on the Consolidated Statement of Operations and Comprehensive Loss, with no change to the restated loss from operations or net loss, respectively, as follows: Three Months Ended Six Months Ended June 30, 2023 June 30, 2023 As Filed and Restated* Adjustment As Reclassified As Filed and Restated* Adjustment As Reclassified Cost of revenue $ 4,893 $ (4,893 ) $ - $ 18,747 $ (18,747 ) $ - Operating Expenses Cost of revenue (exclusive of amortization and depreciation shown separately below) - 28,576 28,576 - 68,351 68,351 Amortization and depreciation 62,079 - 62,079 124,155 - 124,155 General and administration 114,151 (37,265 ) 76,886 213,935 (62,257 ) 151,678 Marketing - 28,217 28,217 - 39,818 39,818 Professional fees- related party - 84,365 84,365 - 156,835 156,835 Professional fees 264,518 (99,000 ) 165,518 559,647 (184,000 ) 375,647 Total operating expenses $ 440,748 $ 4,893 $ 445,641 $ 897,737 $ 18,747 $ 916,484 Loss from Operations $ (417,286 ) $ - $ (417,286 ) $ (832,534 ) $ - $ (832,534 ) (*) Originally as filed for June 30, 2023, and restated for the change for amortization of intangible assets. 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. Cash and Cash Equivalents For purposes of balance sheet presentation and reporting of cash flows, the Company considers all unrestricted demand deposits, money market funds and highly liquid debt instruments with an original maturity of less than 90 days to be cash and cash equivalents. The Company did not have any cash equivalents at June 30, 2024 and December 31, 2023. The Company had cash of $546,555 and $549,755 at June 30, 2024 and December 31, 2023, respectively. Periodically, the Company may carry cash balances at financial institutions in excess of the federally insured limit of $250,000 per institution. The amount in excess of the FDIC insurance as of June 30, 2024, was $296,555. The Company has not experienced losses on these accounts and management believes, based upon the quality of the financial institutions, that the credit risk with regard to these deposits is not significant. Accounts Receivable Trade accounts receivable is recorded at the invoiced amount and do not bear interest. The allowance for doubtful accounts is the Company’s best estimate of the amount of probable credit losses in its existing accounts receivable. The Company maintains allowances for doubtful accounts for estimated losses resulting from the inability of its customers to make the required payments for services. Accounts with known financial issues are first reviewed and specific estimates are recorded. The remaining accounts receivable balances are then grouped in categories by the number of days the balance is past due, and the estimated loss is calculated as a percentage of the total category based upon past history. Account balances are charged against the allowance when it is probable that the receivable will not be recovered. As of June 30, 2024, and December 31, 2023, the Company had no allowance for doubtful accounts. Inventory Inventories consist of raw materials which are stated at lower cost or net realizable value, with cost being determined on the weighted average method. As of June 30, 2024, and December 31, 2023, the Company held inventories of $192,081 and $230,197, respectively. The Company did not write-off any inventories as unsalable during the six months ended June 30, 2024, and 2023. Deferred Offering Costs Pursuant to ASC 340-10-S99-1, costs directly attributable to an offering of equity securities are deferred and would be charged against the gross proceeds of the offering as a reduction of additional paid-in capital. Deferred offering costs consist of underwriting, legal, accounting, and other expenses incurred through the balance sheet date that are directly related to the proposed public offering. Should the proposed public offering prove to be unsuccessful, these deferred costs, as well as additional expenses to be incurred, will be expensed. As of June 30, 2024 and December 31, 2023, deferred offering costs consisted of the following: June 30 December 31 2024 2023 Legal fees $ 34,675 $ - Fair Value of Financial Instruments The Company uses a three-tier fair value hierarchy to classify and disclose all assets and liabilities measured at fair value on a recurring basis, as well as assets and liabilities measured at fair value on a non-recurring basis, in periods subsequent to their initial measurement. The hierarchy requires the Company to use observable inputs when available, and to minimize the use of unobservable inputs, when determining fair value. The three tiers are defined as follows: ● Level 1—Observable inputs that reflect quoted market prices (unadjusted) for identical assets or liabilities in active markets; ● Level 2—Observable inputs other than quoted prices in active markets that are observable either directly or indirectly in the marketplace for identical or similar assets and liabilities; and ● Level 3—Unobservable inputs that are supported by little or no market data, which require the Company to develop its own assumptions. The Company’s financial instruments, including cash, accounts receivable, prepaid expenses, accounts payable and accrued liabilities, due to related parties and loans payable, are carried at historical cost. At June 30, 2024 and December 31, 2023, the carrying amounts of these instruments approximated their fair values because of the short-term nature of these instruments. Revenue The Company recognizes revenue from its contracts with customers in accordance with ASC 606 – Revenue from Contracts with Customers. 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. Our revenues currently consist of one product used for lumber products for fire prevention. Revenue is recognized at a point in time, that is which the risks and rewards of ownership of the product transfer from the Company to the customer. Cost of Revenue For the three and six months ended June 30, 2024 and 2023, cost of revenue consists of: Three Months Ended Six Months Ended June 30, June 30, 2024 2023 2024 2023 Cost of inventory $ 58,529 $ 4,607 $ 134,725 $ 30,761 Freight and shipping 5,620 9,334 8,150 10,425 Consulting and advisory-related party 6,200 11,800 10,400 20,800 Royalty and sales commission-related party 19,590 2,835 62,736 6,365 Total cost of revenue $ 89,939 $ 28,576 $ 216,011 $ 68,351 Basic and Diluted Net Loss Per Common Share Basic earnings (loss) per common share is computed by dividing net income (loss) available to common shareholders by the weighted-average number of shares of common stock outstanding during the period. Diluted earnings per common share is computed by dividing income available to common shareholders by the weighted-average number of shares of common stock outstanding during the period increased to include the number of additional shares of common stock that would have been outstanding if potentially dilutive securities had been issued. For the six months ended June 30, 2024 and 2023, the following common stock equivalents were excluded from the computation of diluted net loss per share as the result of the computation was anti-dilutive. June 30, June 30, 2024 2023 Shares Shares Convertible notes - 300,000 Convertible Series C Preferred Stock 49,059,894 18,930,320 Convertible Series A Preferred Stock (1) - 10,000,000,000 49,059,894 10,019,230,320 (1) Series A Preferred Stock was amended in March 2024 to remove the conversion feature (Note 10). For the three and six months ended June 30, 2024 and 2023, the reconciliation to net loss per common share basic and the anti-dilutive impact on net loss per share, are as follows: Three Months Ended Six Months Ended June 30, June 30, 2024 2023 2024 2023 Numerator: Net loss $ (907,404 ) $ (417,870 ) $ (4,427,114 ) $ (833,293 ) Net loss - diluted $ (907,404 ) $ (417,870 ) $ (4,427,114 ) $ (833,293 ) Denominator: Weighted average common shares outstanding 36,387,315 97,350,883 64,310,131 95,766,935 Effect of dilutive shares - - - - Convertible notes - 300,000 - 300,000 Preferred stock 50,559,528 10,018,858,616 49,059,894 10,018,930,320 Diluted 86,946,843 10,116,509,499 113,370,025 10,114,997,255 Net loss per common share: Basic $ (0.02 ) $ (0.00 ) $ (0.07 ) $ (0.01 ) Diluted $ (0.01 ) $ (0.00 ) $ (0.04 ) $ (0.00 ) Recently Issued Accounting Pronouncements In December 2023, the FASB issued ASU No. 2023-09, Income Taxes (Topic 740) - Improvements to Income Tax Disclosures ("ASU 2023-09"), which is intended to enhance the transparency and decision usefulness of income tax disclosures. The amendments in ASU 2023-09 provide for enhanced income tax information primarily through changes to the rate reconciliation and income taxes paid information. ASU 2023-09 is effective for the Company prospectively to all annual periods beginning after December 15, 2024. Early adoption is permitted. We are currently evaluating the impact this update will have on our consolidated financial statements and disclosures. In November 2023, the FASB issued ASU No. 2023-07, Segment Reporting (Topic 280) - Improvements to Reportable Segment Disclosures ("ASU 2023-07"), which require public companies disclose significant segment expenses and other segment items on an annual and interim basis and to provide in interim periods all disclosures about a reportable segment's profit or loss and assets that are currently required annually. The guidance is effective for public entities for fiscal years beginning after December 15, 2023, and interim periods within fiscal years beginning after December 15, 2024. Early adoption is permitted. The guidance is applied retrospectively to all periods presented in the financial statements, unless it is impracticable. We are currently evaluating the impact this update will have on our consolidated financial statements and disclosures. We have evaluated all other recently issued, but not yet effective, accounting pronouncements and do not believe that these accounting pronouncements will have any material impact on our consolidated financial statements or disclosures upon adoption. | Note 2 – Summary of Significant Accounting Policies Basis of Presentation The Financial Statements and related disclosures have been prepared pursuant to the rules and regulations of the Securities and Exchange Commission (“SEC”). The Financial Statements have been prepared using the accrual basis of accounting in accordance with Generally Accepted Accounting Principles (“GAAP”) of the United States. The Company’s fiscal year is December 31. Principles of Consolidation The consolidated financial statements include the accounts of General Enterprise Ventures, Inc., and its wholly owned subsidiaries. Intercompany transactions and balances have been eliminated. Reclassification For the years ended December 31, 2023 and 2022, certain amounts have been reclassified to improve the clarity and comparability of the financial statements. An adjustment has been made to the consolidated statements of operations and comprehensive loss and cash flows for year ended December 31,2023 and 2022, to reclassify partial operating expenses to cost of revenue, and to separately disclose professional service provided by related party from line-item professional service to professional fees- related party. The Company reclassified the following amounts, with no change to loss from operations or net loss, as follows: December 31, 2023 December 31, 2022 As Filed Adjustment As Reclassified As Filed Adjustment As Reclassified Cost of revenue $ 133,508 $ (133,508 ) $ - $ 1,893 $ (1,893 ) $ - Operating Expenses Cost of revenue (exclusive of amortization and depreciation shown separately below) - 193,876 193,876 - 56,338 56,338 Amortization and depreciation - 248,510 248,510 - 803 803 General and administration 584,434 (261,574 ) 322,860 281,970 (25,284 ) 256,686 Marketing 148,289 - 148,289 96,553 - 96,553 Management compensation 180,000 - 180,000 2,100,000 - 2,100,000 Professional fees- related party 8,640,000 259,596 8,899,596 - 188,036 188,036 Professional fees 932,352 (306,900 ) 625,452 500,875 (218,000 ) 282,875 Total operating expenses $ 10,485,075 $ 133,508 $ 10,618,583 $ 2,979,398 $ 1,893 $ 2,981,291 For the years ended December 31, 2022, the Company reclassified the following cash flow amounts as follows: Year Ended December 31, 2022 As Filed Adjustment As Reclassified Cash Flows from Operating Activities: Net loss $ (2,907,828 ) $ - $ (2,907,828 ) Changes in operating assets and liabilities: Digital currency 374 (47,350 ) (46,976 ) Related party advances funding operating expense 108,569 47,350 155,919 Net Cash used in Operating Activities $ (708,450 ) $ - $ (708,450 ) 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. Business Combinations In accordance with ASC 805-10, “Business Combinations”, the Company accounts for all business combinations using the acquisition method of accounting. Under this method, assets and liabilities, including any remaining non-controlling interests, are recognized at fair value at the date of acquisition. The excess of the purchase price over the fair value of assets acquired, net of liabilities assumed, and non-controlling interests is recognized as goodwill. Certain adjustments to the assessed fair values of the assets, liabilities, or non-controlling interests made subsequent to the acquisition date, but within the measurement period, which is up to one year, are recorded as adjustments to goodwill. Any adjustments subsequent to the measurement period are recorded in income. Any cost or equity method interest that the Company holds in the acquired company prior to the acquisition is re-measured to fair value at acquisition with a resulting gain or loss recognized in income for the difference between fair value and the existing book value. Results of operations of the acquired entity are included in the Company’s results from the date of the acquisition onward and include amortization expense arising from acquired tangible and intangible 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 not have any cash equivalents at December 31, 2023 and 2022. The Company had cash of $549,755 and $55,434 at December 31, 2023 and 2022, respectively. Inventory Inventories consist of raw materials which are stated at lower cost or net realizable value, with cost being determined on the weighted average method. As of December 31, 2023 and 2022, the Company held inventories of $230,197and $114,645, respectively. The Company did not write-off any inventories as unsalable during the years ended December 31, 2023 and 2022. Accounts Receivable Trade accounts receivable are recorded at the invoiced amount and do not bear interest. The allowance for doubtful accounts is the Company’s best estimate of the amount of probable credit losses in its existing accounts receivable. The Company maintains allowances for doubtful accounts for estimated losses resulting from the inability of its customers to make the required payments for services. Accounts with known financial issues are first reviewed and specific estimates are recorded. The remaining accounts receivable balances are then grouped in categories by the number of days the balance is past due, and the estimated loss is calculated as a percentage of the total category based upon past history. Account balances are charged against the allowance when it is probable that the receivable will not be recovered. During the years ended December 31, 2023 and 2022, the Company had no allowance for doubtful accounts. Intangible Assets Intangible assets with an indefinite life are not amortized and are tested for impairment annually or more frequently if events or changes in circumstances indicate that they might be impaired. Intangible assets with finite lives are initially recorded at cost and amortized on a straight-line basis over the estimated economic useful lives of the respective assets. Acquired intangible assets from business combinations and asset acquisitions are recognized and measured at fair value at the time of acquisition. Those assets represent assets with finite lives and are further amortized on a straight-line basis over the estimated economic useful lives of the respective assets. Property and Equipment Property and equipment are stated at cost. Depreciation is computed on the straight-line method. Currently our assets consist solely of furniture and equipment which we amortize over a useful life of 5 years. Maintenance and repairs are charged to expense as incurred. Improvements of a major nature are capitalized. At the time of retirement or other disposition of property and equipment, the cost and accumulated depreciation are removed from the accounts and any gains or losses are reflected in the income. Impairment of Long-lived Assets Other Than Goodwill Long-lived assets with finite lives, primarily property and equipment, intangible assets, and operating lease right-of-use assets are reviewed for impairment whenever events or changes in circumstances indicate that the carrying amount of an asset may not be recoverable. If the estimated cash flows from the use of the asset and its eventual disposition are below the asset’s carrying value, then the asset is deemed to be impaired and written down to its fair value. Digital Assets We account for all digital assets held as a result of these transactions as indefinite-lived intangible assets in accordance with ASC 350, Intangibles—Goodwill and Other We determine the fair value of our digital assets on a nonrecurring basis in accordance with ASC 820, Fair Value Measurement Impairment losses are recognized within other income (expense) on the statements of operations and comprehensive loss in the period in which the impairment is identified. The impaired digital assets are written down to their fair value at the time of impairment and this new cost basis will not be adjusted upward for any subsequent increase in fair value. Gains are not recorded until realized upon sale(s), at which point they are presented net of any impairment losses for the same digital assets held within other income (expense). In determining the gain to be recognized upon sale, we calculate the difference between the sales price and carrying value of the digital assets sold immediately prior to sale. During the year ended December 31, 2022, the Company recorded an impairment loss of $6,125 associated with market value of digital currencies in excess of the Company’s cost basis. As of December 31, 2022, the Company has divested all of its digital currency holdings and the impairment loss has been recorded within the Company’s income from discontinued operations. Leases ASC 842 supersedes the lease requirements in ASC 840 “Leases”, and generally requires lessees to recognize operating and finance lease liabilities and corresponding right-of-use (“ROU”) assets on the balance sheet and to provide enhanced disclosures surrounding the amount, timing and uncertainty of cash flows arising from leasing arrangements. ROU assets represent our right to use an underlying asset for the lease term and lease liabilities represent our obligation to make lease payments arising from the lease. ROU assets and lease liabilities are recognized at commencement date based on the present value of lease payments over the lease term. As most of our leases do not provide an implicit rate, we generally use our incremental borrowing rate based on the estimated rate of interest for collateralized borrowing over a similar term of the lease payments at commencement date. The ROU asset also includes any lease payments made and excludes lease incentives. Our lease terms may include options to extend or terminate the lease when it is reasonably certain that we will exercise that option. Any lease with a term of 12 months or less is considered short-term. As permitted by ASC 842, short-term leases are excluded from the ROU assets and lease liabilities on the consolidated balance sheets. Consistent with all other operating leases, short-term lease expense is recorded on a straight-line basis over the lease term. The Company determines the present value of minimum future lease payments for operating leases by estimating a rate of interest that it would have to pay to borrow on a collateralized basis over a similar term, an amount equal to the lease payments and a similar economic environment (the “incremental borrowing rate” or “IBR”).The Company determines the appropriate IBR by identifying a reference rate and making adjustments that take into consideration financing options and certain lease-specific circumstances. As of December 31, 2023 and 2022, the Company’s lease agreement is accounted for as operating leases. Fair Value of Financial Instruments The Company uses a three-tier fair value hierarchy to classify and disclose all assets and liabilities measured at fair value on a recurring basis, as well as assets and liabilities measured at fair value on a non-recurring basis, in periods subsequent to their initial measurement. The hierarchy requires the Company to use observable inputs when available, and to minimize the use of unobservable inputs, when determining fair value. The three tiers are defined as follows: ● Level 1—Observable inputs that reflect quoted market prices (unadjusted) for identical assets or liabilities in active markets; ● Level 2—Observable inputs other than quoted prices in active markets that are observable either directly or indirectly in the marketplace for identical or similar assets and liabilities; and ● Level 3—Unobservable inputs that are supported by little or no market data, which require the Company to develop its own assumptions. The Company’s financial instruments, including cash, accounts payable and accrued liabilities, and loans payable, are carried at historical cost. At December 31, 2023 and 2022, the carrying amounts of these instruments approximated their fair values because of the short-term nature of these instruments. Related Parties The Company follows ASC 850 , “Related Party Disclosures,” Segments Operating segments are defined as components of an enterprise engaging in business activities for which discrete financial information is available and regularly reviewed by the chief operating decision maker in deciding how to allocate resources and in assessing performance. The Company operates and manages its business as one operating segment and all of the Company’s revenues and operations are currently in the United States. Revenue The Company recognizes revenue from its contracts with customers in accordance with ASC 606 – Revenue from Contracts with Customers. Revenue related to contracts with customers is evaluated utilizing the following steps: (i) Identify the contract, or contracts, with a customer; (ii) Identify the performance obligations in the contract; (iii) Determine the transaction price; (iv) Allocate the transaction price to the performance obligations in the contract; (v) Recognize revenue when the Company satisfies a performance obligation. For the year ended December 31, 2023, our revenues currently consist of product used for lumber products for fire prevention. Revenue is recognized at a point in time, that is which the risks and rewards of ownership of the product transfer from the Company to the customer. During the year ended December 31, 2022, the Company earned cryptocurrency mining revenues. The Company earned its cryptocurrency mining revenues by providing transaction verification services within the digital currency networks of cryptocurrencies, for Bitcoin, Litecoin, and Dogecoin. The Company satisfied its performance obligations at the point in time that the Company was awarded a unit of digital asset through its participation in the applicable network and network participants benefit from the Company’s verification service. In consideration for these services, the Company received Bitcoin, Litecoin, and Dogecoin, net of applicable network fees, which was recorded as revenue using the closing U.S. dollar price of the digital asset on the date of receipt. Expenses associated with running the cryptocurrency mining operations, which consisted of utilities, equipment depreciation and monitoring services were recorded as cost of revenues. There is currently no specific definitive guidance in GAAP or alternative accounting frameworks for the accounting for the production and mining of digital assets and management has exercised significant judgment in determining appropriate accounting treatment for the recognition of revenue for mining of digital assets. Management has examined various factors surrounding the substance of the Company’s operations and the guidance in ASC 606, including identifying the transaction price, when performance obligations are satisfied, and collectability is reasonably assured being the completion and addition of a block to a blockchain and the award of a unit of digital currency to the Company. In the event authoritative guidance is enacted by the FASB, the Company may be required to change its policies which could result in a change in the Company’s financial statements. On April 1, 2022, the Company implemented a plan to discontinue its crypto mining operations and divest all related assets. As of December 31, 2022, all of the crypto mining assets had been discarded and as the Company no longer engages in crypto mining all revenue during the year ended December 31, 2022, has been reclassified to income from discontinued operations (see Note 4). Cost of Revenue For the years ended December 31, 2023 and 2022, cost of revenue consists of: Years Ended December 31, 2023 2022 Cost of inventory $ 101,978 $ 21,431 Freight and shipping 14,494 8,674 Consulting and advisory 30,100 21,569 Royalty and sales commission 47,304 4,664 $ 193,876 $ 56,338 Basic and Diluted Net Loss Per Common Share Basic earnings (loss) per common share is computed by dividing net income (loss) available to common shareholders by the weighted-average number of shares of common stock outstanding during the period. Diluted earnings per common share is computed by dividing income available to common shareholders by the weighted-average number of shares of common stock outstanding during the period increased to include the number of additional shares of common stock that would have been outstanding if potentially dilutive securities had been issued. For the years ended December 31, 2023 and 2022, 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. December 31 December 31 2023 2022 Shares Shares Convertible notes 300,000 194,444 Convertible Series C Preferred Stock 25,957,712 650,959 Convertible Series A Preferred Stock (1) 10,000,000,000 10,000,000,000 10,026,257,712 10,000,845,403 (1) Series A Preferred Stock was amended in March 2024 to remove the conversion feature (Note 11). For the years ended December 31, 2023 and 2022 the reconciliation to net loss per common share basic and the anti-dilutive impact on net loss per share, are as follows: Years Ended December 31, 2023 2022 Numerator: Net Loss $ (9,855,019 ) $ (2,907,828 ) Net Loss - diluted $ (9,855,019 ) $ (2,907,828 ) Denominator: Weighted average common shares outstanding 96,663,470 62,254,977 Effect of dilutive shares Convertible notes 273,683 69,954 Preferred stock 10,025,957,712 10,013,019,178 Diluted 10,122,894,865 10,075,344,109 Net loss per common share: Basic $ (0.10 ) $ (0.05 ) Diluted $ (0.00 ) $ (0.00 ) Income Taxes Income taxes are accounted for under the asset and liability method. Deferred tax assets and liabilities are recognized for the future tax consequences attributable to differences between the financial statement carrying amounts of existing assets and liabilities and their respective tax bases and operating loss and tax credit carry forwards. Deferred tax assets and liabilities are measured using enacted tax rates expected to apply to taxable income in the years in which those temporary differences are expected to be recovered or settled. The effect on deferred tax assets and liabilities of a change in tax rates is recognized in income in the period that includes the enactment date. A valuation allowance is recorded to reduce the Company’s deferred tax assets to an amount that is more likely than not to be realized. Recently Issued Accounting Pronouncements In October 2021, the FASB issued ASU No. 2021-08, Accounting for Contract Assets and Contract Liabilities from Contracts with Customers (Topic 805). This ASU requires an acquirer in a business combination to recognize and measure contract assets and contract liabilities (deferred revenue) from acquired contracts using the revenue recognition guidance in Topic 606. At the acquisition date, the acquirer applies the revenue model as if it had originated the acquired contracts. The ASU is effective for annual periods beginning after December 15, 2022, including interim periods within those fiscal years. Adoption of the ASU should be applied prospectively. Early adoption is also permitted, including adoption in an interim period. If early adopted, the amendments are applied retrospectively to all business combinations for which the acquisition date occurred during the fiscal year of adoption. This ASU is currently not expected to have a material impact on our financial statements. In December 2023, the FASB issued ASU 2023-09, Income Taxes (Topic 740): Improvements to Income Tax Disclosures, which requires, among other things, additional disclosures primarily related to the income tax rate reconciliation and income taxes paid. The expanded annual disclosures are effective for our year ending December 31, 2025. The Company is currently evaluating the impact that ASU 2023-09 will have on our consolidated financial statements and whether we will apply the standard prospectively or retrospectively. The Company has considered all other recently issued accounting pronouncements and does not believe the adoption of such pronouncements will have a material impact on its financial statements. |