Table of Contents

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORMForm 10-Q

(Mark One)

or

Commission File No. 33-55254-38

General Enterprise Ventures, Inc.

(Exact name of Small Business Issuer as specified in its charter)Number: 033-55254-38

(800) 401-4535

(Registrant’s telephone number, including area code)

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

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

Indicate by check mark whether the Issuerregistrant (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 Issuerregistrant 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 and posted on it corporate Web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of RegulationsRegulation S-T ($(§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files).

Yes ☐☒ No ☒☐

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

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(as defined in Rule 12b-2 of the Exchange Act).  Yes YES ☐ NoNO ☒

APPLICABLE ONLY TO CORPORATE ISSUERS

StateIndicate the number of shares outstanding of each of the issuer’s classes of common equity,stock, as of the latest practicalpracticable date. As of March 30, 2023 there were 93,945,388

97,245,388 shares of the issuer’s $0.001 par value common stock issued and outstanding.

GENERAL ENTERPRISE VENTURES, INC.

QUARTERLY REPORT ON FORM 10-Q

FOR THE QUARTER ENDED MARCH 31, 2020

TABLE OF CONTENTSoutstanding as of May 15, 2023.

TABLE OF CONTENTS

PART I - FINANCIAL INFORMATION

PART 1 - FINANCIAL INFORMATION

Item 1. Financial Statements

GENERAL ENTERPRISE VENTURES, INC.

CONSOLIDATED BALANCE SHEETS

(Unaudited)

 General Enterprise Ventures, Inc.

Consolidated Balance Sheets

(Unaudited)

TheSee the accompanying notesNotes, which are an integral part of these unaudited consolidated financial statementsstatements.

General Enterprise Ventures, Inc.

Consolidated Statements of Operations

(Unaudited)

GENERAL ENTERPRISE VENTURES, INC.

CONSOLIDATED STATEMENTS OF OPERATIONS

(Unaudited)

TheSee the accompanying notesNotes, which are an integral part of these unaudited consolidated financial statementsstatements.

General Enterprise Ventures, Inc.

Consolidated Statements of Change in Stockholders’ Equity (Deficit)

(Unaudited)

For the three months ended March 31, 2023

For the three months ended March 31, 2022

GENERAL ENTERPRISE VENTURES, INC.

CONSOLIDATED STATEMENTS OF CHANGES IN STOCKHOLDERS DEFICIT

(Unaudited)

TheSee the accompanying notesNotes, which are an integral part of these unaudited consolidated financial statementsstatements.

General Enterprise Ventures, Inc.

 Consolidated Statements of Cash Flows

(Unaudited)

GENERAL ENTERPRISE VENTURES, INC.

CONSOLIDATED STATEMENTS OF CASH FLOWS

(Unaudited)

		Three Months				Three Months
		Ended				Ended
		March 31,				March 31,
		2020				2019
Cash Flows From Operating Activities
Net income (loss)		$	–			$	–
Adjustments to reconcile net income to net cash provided by (used in) operating activities:
Net cash (used in) provided by financing activities from continuing operations			–				–
Net (decrease) increase in cash and cash equivalents			–				–
Cash and cash equivalents, beginning of period			–				–
Cash and cash equivalents, end of period		$	–			$	–

TheSee the accompanying notesNotes, which are an integral part of these unaudited consolidated financial statementsstatements.

General Enterprise Ventures, Inc.

Notes to Unaudited Consolidated Financial Statements

March 31, 2023

Note 1 – Nature of Operations and Going Concern

GENERAL ENTERPRISE VENTURES, INC.

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)

General Enterprise Ventures, Inc., (the “Company” or “GEVI”), was originally incorporated as Ultronics Corporation (the “UC”) under the laws of the State of Nevada on March 14, 1990. UC never had operations and was formed to investigate potential companies that would be interested in merging with it.

On December 21, 2004, UC formed a subsidiary, Ultronics Acquisition Corporation (“UAC”) for the purpose of facilitating an agreement and plan of merger. UAC was incorporated in the State of Nevada. On December 23, 2004, UC, UAC and General Environmental Management, Inc. (“GEM”) entered into an Agreement and Plan of Merger whereby UAC would be merged into GEM (“Merger”) with GEM to be the surviving corporation. On February 14, 2005, a Certificate of Merger was filed in Delaware; however, there is no evidence of a Certificate of Merger being filed in Nevada. As such, GEM did not cease to exist in Nevada.Business

The acquisition was treated asWe are a reverse merger with GEM deemedfully integrated technology company structured to be the accounting acquiror,provide mergers and UAC the legal acquiror. UAC’s name was changed to General Environmental Management, Inc. (the “Company”) on March 16, 2005. On March 10, 2006, the Company entered into an Agreement with K2M Mobile Treatment Services, Inc.acquisitions of Long Beach, California (“K2M”), a privately held company, pursuant to which the Company acquirednew and available technology. Through our services, we incubate first-to-market products and help existing companies accelerate their product development within all of the issued and outstanding common stock of K2M.regulatory requirements.

On August 31, 2008, The Company entered into an agreement with Island Environmental Services, Inc. of Pomona, California (“Island”), a privately held company, pursuant to which The Company acquired all of the issued and outstanding common stock of Island, a California-based provider of hazardous and non-hazardous waste removal and remediation services to a variety of private and public sector establishments.

On November 6, 2009, the Company entered into a Stock Purchase Agreement (“CLW Agreement”) with United States Environmental Response, LLC, a California limited liability company pursuant to which the Company purchased all of the issued and outstanding capital stock of California Living Waters, Incorporated (“CLW”), a privately held company.  CLW owns all of the issued and outstanding capital stock of Santa Clara Waste Water Company (“SCWW”) a California corporation. CLW's only operating subsidiary is SCWW.

On November 25, 2009, the Company entered into an Agreement with Luntz Acquisition (Delaware), LLC. (“Buyer”) pursuant to which the Company sold to Luntz all of the issued and outstanding stock of the Company's primary operating subsidiaries for cash (the “Sale”). On February 26, 2010, after approval of the transaction by the Company’s shareholders at a special meeting held on February 19, 2010, the Company completed the sale of the entities created out of GEM DE. The net cash proceeds from the transaction were used by the Company to retire senior debt and other obligations of the Company. The Company was not merged out of Nevada pursuant to this transaction.

Subsequent to the Luntz transaction, the Company’s revenues and expenses, operations, assets and liabilities were discontinued from February 2010 until January 2021.

On March 19, 2019, Small Cap Compliance, LLC was awarded custodianship of the Company by the Eighth Judicial District Court of Nevada. On May 19, 2019, the Company was revived in Nevada. On May 30, 2019, the custodian filed an Amendment to the Designations of the Series A Convertible Preferred Shares of the Company, and filed a Custodian’s Certification of Amendment certifying the same.

On January 15, 2021, the Company filed a Certificate of Conversion from a Non-Delaware Corporation to a Delaware Corporation, and the associated Certificate of Incorporation, to become a corporation in Delaware. Delaware recognized this domestication of the Company.

On March 31, 2021, the Company formed General Entertainment Ventures, Inc. (“GEVI”) in Delaware as a wholly owned subsidiary of the Company. The purpose of the formation of GEVI was to merge the Company into GEVI pursuant to Section 251(g) of the General Corporation Law of the State of Delaware.

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

On June 3, 2021, after approval by the board of directors and shareholders of the Company, the Company was redomiciled to the State of Wyoming.

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

The Company’s year-end is December 31st.

BASIS OF PRESENTATION

The consolidated interim financial statements included herein have been prepared by the Company, pursuant to the rules and regulations of the Securities and Exchange Commission, in the opinion of management, include all adjustments which, except, as described elsewhere herein, are of a normal recurring nature, necessary for a fair presentation of the financial position, results of operations, and cash flows for the period presented.

Because the Company was dormant from the period from February 2010 through January 2021, the Company used the following methodology to prepare its financial statements. All assets on the Company’s March 31, 2010 balance were deemed disposed of for no value and fully impaired for quarter beginning April 1, 2010. All Company activities at that became discontinued operations with the exception of accrued interest recorded on outstanding debt. All liabilities outstanding as of March 31, 2010 remained on the Company’s balance sheet accruing interest until the quarter ending March 31, 2017 when they were written off due to the expiration of the Statue of Limitations. As of March 31, 2020 and December 31, 2019 the Company had no assets or liabilities.

GOING CONCERNGoing Concern

The accompanying consolidated financial statements have been prepared (i) in accordance with accounting principles generally accepted in the United States, and (ii) assuming that the Company will continue as a going concern.concern, which contemplates the realization of assets and the satisfaction of liabilities in the normal course of business. The Company utilized cash in operations of $-0- forhas not generated significant income to date. The Company is subject to the three months ended March 31, 2020risks and uncertainties associated with a business with no substantive revenue, as of March 31, 2020 the Company had no cashwell as limitations on hand and a stockholders’ deficit of $57,381,515.its operating capital resources. These matters, among others, raise substantial doubt about the ability of the Company to continue as a going concern. These financial statements do not include any adjustments to the amounts and classification of assets and liabilities that may be necessary should the Company be unable to continue as a going concern. In light of these matters, the Company’s ability to continue as a going concern.

concern is dependent upon the Company’s ability to raise capital and generate revenue and profits in the future.

Note 2 – Summary of Significant Accounting Policies

(a)  PrinciplesBasis of ConsolidationPresentation

The accompanying unaudited interim consolidated financial statements include the accounts of General Enterprise Ventures Inc. and its wholly owned subsidiaries, General Environmental Management, Inc., a Delaware corporation, Island Environmental Services, Inc., a California corporation,  General Environmental Management of Rancho Cordova, LLC and California Living Waters Inc. Inter-company accounts and transactions have been eliminated.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 financial statements should be read in conjunction with the financial statements and related notes included in the Company’s Annual Report on Form 10-K, for the year ended December 31, 2022, as filed with the SEC on March 31, 2023.

(b)  Use of estimatesEstimates

The preparation of financial statements in conformity with accounting principles generally accepted in the United States of America (“GAAP”) requires the Company’s management to make certain estimates and assumptions.  These estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of the contingent assets and liabilities at the date of the financial statements. TheseThe estimates and assumptionsjudgments will also affect the reported amounts offor certain revenues and expenses during the reporting period. Actual results could differ materiallyfrom 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. The Company had $63,529 and $55,434 cash equivalents at March 31, 2023 and December 31, 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 March 31, 2023, and December 31, 2022, the Company held inventories of $102,268 and $114,645, respectively.

During the three months ended March 31, 2023, and 2022, the Company recorded cost of goods sold of $13,854 and $0 associated with the cost of inventories sold, respectively. The Company did not write-off any inventories as unsalable during the three months ended March 31, 2023 and 2022.

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 income. 

Long-lived assets are evaluated for impairment whenever events or changes in business circumstances indicate that the carrying amount of the assets may not be fully recoverable or that the useful lives of these assets are no longer appropriate. Each impairment test is based on any changes ina comparison of the estimates and assumptions thatundiscounted future cash flows to the Company uses inrecorded value of the preparation ofasset. If impairment is indicated, the asset is written down to its financial statements that are reviewed no less than annually.  Actual results could differ materially from these estimates and assumptions due to changes in environmental-related regulations or future operational plans, and the inherent imprecision associated with estimating such future matters.estimated fair value.

(c) Revenue Recognition

The Company's business activities include providing wastewater treatment for companies and haulers in Ventura County, California, and in adjacent counties. The Company recognizes revenue at the time its customers unload untreated wastewater at the Company's facility. Concurrent with the recognitionFair Value of revenue, the Company records the estimated costs to treat and dispose of the wastewater on hand.Financial Instruments 

The Company recognizes revenueuses 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 persuasive evidenceavailable, and to minimize the use of an arrangement exists, delivery has occurred or services have been rendered, the price is fixed or determinable, and collection is reasonably assured.unobservable inputs, when determining fair value. The three tiers are defined as follows:

(d) Concentrations of Credit Risks

	●	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, thatincluding cash, prepaid expenses, inventory, accounts payable and accrued liabilities, and due to related party, are exposed to concentrationscarried at amortized cost. At March 31, 2023 and December 31, 2022, the carrying amounts of credit risk consist principallythese instruments approximated their fair values because of cash and trade receivables.  The Company places its cash in what it believes to be credit-worthy financial institutions.  However, cash balances have exceeded FDIC insured levels at various times.  The Company has not experienced any losses in such accounts and believes it is not exposed to any significant risk in cash.the short-term nature of these instruments.

The Company’s trade receivables result primarily from removal or transportation of waste, and the concentration of credit risk is limited to a broad customer base located throughout the Western United States.

(e) Fair Value of Financial Instruments

Fair Value Measurements are adopted by the Company based on the authoritative guidance provided by the Financial Accounting Standards Board , with the exception of the application of the statement to non-recurring, non-financial assets and liabilities as permitted. The adoption based on the authoritative guidance provided by the Financial Accounting Standards Board did not have a material impact on the Company's fair value measurements. Based on the authoritative guidance provided by the Financial Accounting Standards Board defines fair value as the price that would be received to sell an asset or paid to transfer a liability in the principal or most advantageous market for the asset or liability in an orderly transaction between market participants at the measurement date. FASB authoritative guidance establishes a fair value hierarchy, which prioritizes the inputs used in measuring fair value into three broad levels as follows:

Level 1- Quoted prices in active markets for identical assets or liabilities.

Level 2- Inputs, other than the quoted prices in active markets, that are observable either directly or indirectly.

Level 3- Unobservable inputs based on the Company's assumptions.

FASB issued authoritative guidance that requires the use of observable market data if such data is available without undue cost and effort.

(f) Stock Compensation CostsRelated Parties

The Company periodically issues stock optionsfollows ASC 850, “Related Party Disclosures,” for the identification of related parties and warrants to employees and non-employees in capital raisingdisclosure of related party transactions for services and for financing costs.  Stock-based compensation is measured at the grant date, based on the fair value of the award, and is recognized as expense over the requisite service period.  Options vest and expire according to terms established at the grant date.(see Note 8).

(g) Earnings per share

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 averageweighted-average number of shares of common shares outstanding during the period. The diluted earnings per share calculation give effect to all potentially dilutive common sharesstock outstanding during the period usingincreased to include the treasurynumber of additional shares of common stock methodthat would have been outstanding if potentially dilutive securities had been issued.

For the three months ended March 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.

Revenue

We recognize revenue in accordance with ASC 606, Revenue from Contracts with Customers. The standard’s stated core principle is that an entity should recognize revenue to depict the transfer of promised goods or services to customers in an amount that reflects the consideration to which the entity expects to be entitled in exchange for warrantsthose goods or services. To achieve this core principle, ASC 606 includes provisions within a five-step model that includes identifying the contract with a customer, identifying the performance obligations in the contract, determining the transaction price, allocating the transaction price to the performance obligations, and optionsrecognizing revenue when, or as, an entity satisfies a performance obligation.

Our revenues currently consist of products used for lumber products for fire prevention. Revenue is recognized at a point in time that is which the risks and rewards of ownership of the products transfer from the Company to the customer.

Note 2 – Discontinued Operations

Crypto mining

On April 1, 2022, the Company implemented a plan to divest its crypto mining operations to focus its resources on the MFB acquisition (see Note 3). The Company recognized a loss of $2,030 from the disposition of its crypto mining operations, which consisted of the relinquishment of the digital currency assets in exchange for settlement of the related party note payable associated with the acquisition of the equipment.

Note 3 – Equipment, net

At March 31, 2023 and December 31, 2022, equipment consisted of the following:

During the three months ended March 31, 2023, the Company recorded a depreciation of $264.

During the three months ended March 31, 2022, the Company recorded a depreciation of $15,059 for digital currency equipment, which is included within the Company’s income from discontinued operations.

Note 4 – Intangible Assets

The Company has capitalized the costs associated with acquiring the intellectual property of MFB at a value of $4,195,353 as of March 31, 2023, and December 31, 2022, respectively.

The amount capitalized consisted of a portion of the fair value of 1,000,000 shares of Convertible Preferred C stock of $4,200,000. During the three months ended March 31, 2023, no additional costs met the criteria for capitalization as an intangible asset.

Note 5 – Lease

The following summarizes right-of-use asset and lease information about the Company’s operating lease as of March 31, 2023:

Future minimum lease payments under the operating lease liability have the following non-cancellable lease payments as of March 31, 2023:

Note 6 – Convertible Note

On September 30, 2022, the Company entered into a convertible note agreement for the amount of $54,000, with term of six (6) months from the date of receipt of the funds, at interest rate of 2% per annum, currently the note is in default. At the sole option of the Lender, all or part of unpaid principal then outstanding may be converted into shares of common stock at any time starting from 24 hours after payment at a fixed conversion price of $0.18 per share.  As of March 31, 2023, following is the summary of funds received from the lender:

During the three months ended March 31, 2023, the Company recognized $175 interest. As of March 31, 2023, and December 31,2022, the Company owed principal of $35,000 and $35,000 and accrued interest of $ 430 and $255, respectively.

Note 7 – Stockholders’ Equity

Preferred Shares

The Company’s preferred shares consist of the following:

Common Shares

The Company has authorized 1,000,000,000 shares of common stock with a par value of $0.001. Each 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. As of March 31, 2023, 70,000,000 shares issued to a member of the board of directors and President of the Company are restricted (the “Restricted Stock Award”) and shall be released only upon the Company achieving gross revenue in each of the calendar years ended December 31, 2023, 2024, 2025 and 2026, of not less than $100,000,000. The holder of the Restricted stock shall be entitled to vote but is not entitled to dividends or disposal. The Company valued the voting rights associated with the awards at $2,100,000 which is recorded as stock-based compensation during the year ended December 31, 2022.

During the three months ended March 31, 2023, the company issued 300,000 shares of common stock for services valued at $86,850.

Common shares issued and outstanding as of March 31, 2023 and December 31, 2022, were 94,245,388 and 93,945,388, respectively.

Restricted Stock Award

On June 13, 2022, the Company issued a 70,000,000 Restricted Stock Award (“RSA”) to a member of the board of directors and President of the Company. Set out below is a summary of the changes in the Restricted Shares during the three months ended March 31, 2023:

Note 8 – Related Party Transactions

During the three months ended March 31, 2022, our former officer forgave $9,355 in accrued salary and the if-converted method for convertible debentures.Company recognized it as additional paid-in-capital.

(h) Recent Accounting PronouncementsDuring the three months ended March 31, 2023, and 2022, a related party advanced to the Company an amount of $185,000 and $55,000 and paid $49,052 and $40,171 for operating expenses on behalf of the Company, respectively. During the three months ended March 31,2023 and 2022, the Company repaid $0 and $47,323 owing of the loan.

In October 2009,During the FASB issued authoritative guidance on revenue recognition that will become effective forthree months ended March 31, 2023, the Company beginning July 1, 2010, with earlier adoption permitted. Under the new guidance on arrangements that include software elements, tangible products that have software components that are essentialpaid $45,000 consulting to the functionalityan entity under common control of the tangible product will no longer be within the scope of the software revenue recognition guidance,a related party and software-enabled products will now be subject$40,000 commission to other relevant revenue recognition guidance. We believe adoption of this new guidance will not have a material impact on our financial statements.related party.

In January 2010, the FASB issued guidance on improving disclosures about fair value measurements to add new disclosure requirements for significant transfers in and out of Level 1 and 2 measurements and to provide a gross presentation of the activities within the Level 3 roll-forward. The guidance also clarifies existing fair value disclosures about the level of disaggregation and about inputs and valuation techniques used to measure fair value. The disclosure requirements are effective for interim and annual reporting periods beginning after December 15, 2009, except for the requirement to present the Level 3 roll-forward on a gross basis, which is effective for fiscal years beginning after December 15, 2010. The adoption of this guidance was limited to the form and content of disclosures, and will not have a material impact on the Company’s results of operations or financial condition.

Other recent accounting pronouncements issued by the FASB (including its Emerging Issues Task Force), the AICPA, and the SEC did not or are not believed by management to have a material impact on the Company's present or future consolidated financial statements.

None 

As of March 31, 20202023, and December 31, 2022, the Company had 1,000,000,000 shareswas obliged to related parties, for unsecured, non-interest-bearing demand loans with a balance of common authorized$1,133,205 and 22,945,388$899,153, respectively.

Note 9 – Commitments and Contingencies

On November 9, 2022, the Company entered into a consulting agreement with Duchess Group LLC. for propose of obtaining corporate consulting services so as to better serve its shareholders and investment community. The agreement shall be for period of nine months and corporate consulting services to be settled by issuing 300,000 shares of common stock upon execution agreement, 150,000 shares of common stock due three months after execution of agreement and 150,000 shares of common stock due six months after execution of agreement.

On January 25, 2023, the Company issued 300,000 shares of common stock for first commitment and outstanding.it was valued based on valuation of common stock price on issuance date for amount of $86,850.

As of March 31, 2023, the Company recognized commitment for consulting services based on valuation of common stock price on March 31,2023 for outstanding common shares. 

As part of the consideration for the Company’s acquisition of MFB (see Note 4), the vendor will be entitled to a ten (10%) percent royalty on the gross sales before taxes of products sold under the MFB family of products, to be paid on or before the fifteenth (15^th) day of the following month.

Note 10 – Subsequent Events

Management has evaluated subsequent events through 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:

On April 5, 2023, the holder of the Convertible Series C Preferred Stock converted 150,000 shares of the Company’s Series C Preferred Stock into 3,000,000 shares of the Company’s common shares.

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

FORWARD LOOKINGFORWARD-LOOKING STATEMENTS

In addition to historical information, this Quarterly ReportThis report contains forward-looking statements. The Securities and Exchange Commission encourages companies to disclose forward-looking information so that investors can better understand a company’s future prospects and make informed investment decisions. This report and other written and oral statements which are generally identifiable by use of  the words “believes”, “expects”, “intends”, “anticipates”, “plans to”, “estimates”, “ projects”, or similar expressions.  Thesethat we make from time to time contain such forward-looking statements are subjectthat set out anticipated results based on management’s plans and assumptions regarding future events or performance. We have tried, wherever possible, to certain risksidentify such statements by using words such as “anticipate,” “estimate,” “expect,” “project,” “intend,” “plan,” “believe,” “will” and uncertaintiessimilar 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 reflectedexpressed in these forward-looking statements.  Factors that might cause such a difference include, but are not limited to, those discussed in the section entitled “Management’s Discussion and Analysis of Financial Condition and Results of Operations – Factors That May Affect Future Results”.  Readers are cautioned not to place undue reliance on theseany forward-looking statements which reflect management’s opinions only as of the date hereof.  We undertake no obligation to revise or publicly release the results of any revision to these forward-looking statements.  Readerswe make and that investors should carefully review the risk factors described in other documents the company files from time to time with the Securities and Exchange Commission  ( the “SEC”),

Statements made in this Form 10-Q (the “Quarterly Report”) that are not historical or current facts are “forward-looking statements” made pursuant to the safe harbor provisions of Section 27A of the Securities Act of 1933, as amended (the “Act”), and Section 21E of the Securities Exchange Act of 1934, as amended (the “Exchange Act”).  We intend that such forward-looking statements be subject to the safe harbors for such statements.  We wish to caution readers not to place undue reliance on any such forward-looking statements, which speakstatements. Further, any forward-looking statement speaks only as of the date made.  Any forward-looking statements represent management’s best judgment ason which such statement is made, and we undertake no obligation to what may occur in the future.  The forward-looking statements included herein are based on current expectations that involve numerous risks and uncertainties.  Assumptions relating to the foregoing involve judgments with respect to, among other things, future economic, competitive and market conditions and future business decisions, all of which are difficult or impossible to predict accurately and many of which are beyond our control.  Although we believe that the assumptions underlying the forward-looking statements are reasonable, any of the assumptions could be inaccurate and, therefore, there can be no assurance that the forward-looking statements included in this Quarterly Report will prove to be accurate.  In light of the significant uncertainties inherent in the forward-looking statements included herein, the inclusion of such information should not be regarded as a representation by us or any other person that our objectives and plans will be achieved.  We disclaim any obligation subsequently to reviseupdate any forward-looking statementsstatement to reflect events or circumstances after the date ofon which such statement is made or to reflect the occurrence of anticipated or unanticipated events.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 words “we,” “us,” “our,”following discussion should be read in conjunction with our financial statements and the “Company,” refer to General Enterprise Ventures, Inc.related notes that appear elsewhere in this quarterly report. The words or phrases “may,” “will,” “expect,” “believe,” “anticipate,” “estimate,” “approximate,” or “continue,” “would be,” “will allow,” “intends to,” “will likely result,” “are expected to,” “will continue,” “is anticipated,” “estimate,” “project,” or similar expressions, or the negative thereof, are intended to identify “forward-looking statements.”  Actualfollowing discussion contains forward-looking statements that reflect our plans, estimates and beliefs. Our actual results could differ materially from those projecteddiscussed in the forward looking statements asforward-looking statements. Factors that could cause or contribute to such differences include, but are not limited to, those discussed below and elsewhere in this quarterly report.

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

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

General Overview

General Enterprise Ventures, Inc. (the “Company”) was originally incorporated under the laws of the State of Nevada on March 14, 1990.

On April 13, 2022, General Enterprise Ventures, Inc. acquired Mighty Fire Breaker LLC and all associated IP, in exchange for 1,000,000 Preferred C Shares.

On April 13, 2022, The Company designated 5,000,000 shares of Series C convertible Preferred Stock (“Series C Preferred Stock”). The Series C Preferred Stock is convertible into twenty (20) shares of Common Stock for each share of Series C Preferred Stock at the option of the stockholder. The Series C Preferred Stock does not have voting rights and is not eligible to receive dividends 

On April 28, 2022, Jan Ralston transferred ownership of 10,000,000 Preferred A shares to CEO, Joshua Ralston, making Mr. Ralston the new Majority Shareholder.

Current Operations

Fully Integrated Services

We are a fully integrated technology company structured to provide mergers and acquisitions of new and available technology. Through our services, we incubate first-to-market products and help existing companies accelerate their product development within all regulatory requirements.

Corporate changes

On April 13, 2022 General Enterprise Ventures, Inc. acquired Mighty Fire Breaker, LLC , an Ohio Limited Liability company (“ MFB”) and all associated IP, in exchange for 1,000,000 Preferred C Shares and a 10% royalty on the gross sales before taxes of products sold under the MFB family of products. MFB has 19 patents centered around its CitroTech MFB 31 Technology for the prevention and spread of wildfires.  Its core products can be used for lumber treatments for fire prevention.  It has been widely tested and is currently in testing at 3 major us government agencies. When CitroTech Science is sprayed and applied it takes flammable fuels like dry native vegetation and wood and makes them noncombustible. During the third quarter of 2022 the company received EPA Safer Choice status and UL Green-Guard Gold approval on its CitroTech fire inhibitor.  It continues to pursue additional  accreditations such Missoula Testing approval for selling products to the government. Currently the Company’s subsidiary Mighty Fire Breaker LLC Ohio is involved in installing large home and facility Proactive Wildfire Prevention Systems.

Effective April 1, 2022, the Company implemented a plan to divest its Crypto Mining operations and focus resources on the operations of Mighty Fire Breaker LLC (“MFB”). We expanded our services by building upon its foundation of emerging technology development, by creating a Crypto-Currency mining operation (farm).  Previously, the Company had 20 Bitmain Antminer SJ19 PRO 104t/h and 99 Mini-Doge 185 m/h miners deployed, which are mining, Bitcoin, Doge, and Litecoin through the F2Pool and utilized its 8,000 Sq Ft Commercial space to house these ASIC Miners.

Effective November 20, 2022 General Enterprise Ventures Inc. formed a UK branch of its US subsidiary Mighty Fire Breaker LLC, named Mighty Fire Breaker UK Limited. The new Subsidiary headquartered in the United Kingdom, will be used to direct the sales of the Mighty Fire Breaker line of products and technologies in Europe, the Middle East and Africa.

Results of Operations

Results of Operations for the three months ended March 31, 2023 and the three months ended March 31, 2022

Our results of operations for the three months ended March 31, 2023 and 2022 are summarized below:

Revenue

Our Company generated $55,595 and $0 revenue for the three months ended March 31, 2023 and 2022, respectively. The Company’s revenue is associated with revenue from MFB which was acquired in April 2022.

Operating Expenses

Operating expenses consisted of professional fees of $295,129, depreciation of $264 and general and administrative expenses of $99,784 in the three months ended March 31, 2023, compared to professional fees of $40,171 and general and administrative of $2,595 in the three months ended March 31, 2022.

Discontinuing Operating Expenses

During the three months ended March 31, 2022, income from discontinued operations of $13,016 was the result of the net income from the operations of crypto mining and the disposition of crypto mining which the Company implemented a plan to divest its crypto mining operations to focus its resources on the MFB acquisition.

Net Loss

As a result of the foregoing, we incurred a numbernet loss of $353,611, for the three months ended March 31, 2023, compared to a net loss of $29,750 for the corresponding three months ended March 31, 2022.

Liquidity and Capital Resources

The increase in working capital deficiency in 2023 was primarily the result of increases in accounts payable and accrued liabilities of $34,463 and due to related party of $234,052.

As of March 31, 2023 and December 31, 2022, the current assets consisted primarily of cash of $63,529 and $55,434, and inventory of $102,268 and $114,645, respectively.

As of March 31, 2023, and December 31, 2022, the current liabilities consisted of accounts payable and accrued liabilities of $121,861 and $87,398, due to related party of $1,133,205 and $899,153, convertible note of $35,000 and $35,000, and current portion of operating lease liability of $24,773 and $39,367, respectively.

Cash Flows

Cash Flows from Operating Activities

For the three months ended March 31, 2023, net cash flows used in operating activities consisted of a net loss of $353,611, reduced by stock-based compensation of $86,850, non-cash lease expenses of $15,000, depreciation $264     and reduced by an increase in changes in operating assets and liabilities of $74,592.

For the three months ended March 31, 2022, net cash flows provided by operating activities consisted of a net loss of $29,750, reduced by impairment loss on digital assets of $6,125, depreciation of $15,059, reduced by an increase in changes in operating assets and liabilities of $33,524.

Cash Flows from Financing Activities

For the three months ended March 31, 2023, net cash provided by financing activities consisted of $185,000 received from a related party.

For the three months ended March 31, 2022 net cash provided by financing activities consisted of $55,000 received from a related party and $47,323 repaid to a related party.

Going Concern

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

Critical Accounting Policies

The discussion and analysis of our failure to implementfinancial condition and results of operations are based upon our business plan within the time period we originally planned to accomplish; and (b) other risks that are discussedfinancial statements, which have been prepared in this Quarterly Report or included in our previous filingsaccordance with the Securitiesaccounting principles generally accepted in the United States of America. Preparing financial statements requires management to make estimates and Exchange Commission (“SEC”).assumptions that affect the reported amounts of assets, liabilities, and expenses. These estimates and assumptions are affected by management’s application of accounting policies. We believe that understanding the basis and nature of the estimates and assumptions involved with the following aspects of our financial statements is critical to an understanding of our financial statements.

OVERVIEWOff-balance sheet arrangements

Because the Company was dormant from the period from February 2010 through January 2021, the Company used the following methodologyWe have no off-balance sheet arrangements that have or are reasonably likely to prepare itshave a current or future effect on our financial statements. All assets on the Company’s March 31, 2010 balance were deemed disposedcondition, changes in financial condition, revenues or expenses, results of for no value and fully impaired for quarter beginning April 1, 2010. All liabilities outstanding as of March 31, 2010 remained on the Company’s balance sheet accruing interest until the quarter ending March 31, 2017 when they were written off dueoperations, liquidity, capital expenditures or capital resources that is material to the expiration of the Statue of Limitations. As a result no MD&A is being provided.stockholders.

ITEMItem 3. Quantitative and Qualitative Disclosures About Market Risk

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

ITEM

Item 4. Controls and Procedures

Evaluation of Disclosure Controls and Procedures

We carried out an evaluation, under the supervisionOur management is responsible for establishing and with the participationmaintaining a system of our management, including our principal executive officer and principal financial officer, of the effectiveness of our disclosure controls and procedures (as defined in RulesRule 13a-15(e) and 15d-15(e) ofunder the Exchange Act (defined  below)). Based uponAct) that evaluation, our principal executive officer and principal financial officer concluded that, as of the end of the period covered in this report, our disclosure controls and procedures were effectiveis designed to ensure that information required to be disclosed by us in the reports filedthat we file or submit under the Securities Exchange Act of 1934, as amended (the "Exchange Act") is recorded, processed, summarized and reported, within the required time periods specified in the Commission’s rules and forms. Disclosure controls and procedures include, without limitation, controls and procedures designed to ensure that information required to be disclosed by an issuer in the reports that it files or submits under the Exchange Act is accumulated and communicated to ourthe issuer’s management, including ourits principal executive officer or officers and principal financial officer or officers, or persons performing similar functions, as appropriate to allow timely decisions regarding required disclosure.

OurAn evaluation was conducted under the supervision and with the participation of our management including our principal executive officer and principal financial officer, does not expect that our disclosure controls and procedures or our internal controls will prevent all error or fraud. A control system, no matter how well conceived and operated, can provide only reasonable, not absolute, assurance that the objectives of the control system are met. Further,effectiveness of the design and operation of a control system must reflect the fact that there are resource constraints and the benefits of controls must be considered relative to their costs. Due to the inherent limitations in all control systems, no evaluation of controls can provide absolute assurance that all control issues and instances of fraud, if any, have been detected. Accordingly, management believes that the financial statements included in this report fairly present in all material respects our financial condition, results of operations and cash flows for the periods presented.

Because the Company was dormant from February 2010 to January 2021 disclosure controls and procedures as of March 31, 2020 are deemed2023. Based on that evaluation, our management concluded that our disclosure controls and procedures were not effective as of such date to ensure that information required to be ineffective.disclosed in the reports that we file or submit under the Exchange Act, is recorded, processed, summarized and reported within the time periods specified in SEC rules and forms as a result of the following material weaknesses: (1) lack of a functioning audit committee, (2) lack of a majority of outside directors on our Board of Directors, resulting in ineffective oversight in the establishment and monitoring of required internal controls and procedures; (3) inadequate segregation of duties consistent with control objectives; and (4) management is dominated by one individual without adequate compensating controls.

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

We expect to be materially dependent upon a third party to provide us with accounting consulting services for the foreseeable future. Until such time as we have a chief financial officer with the requisite expertise in U.S. GAAP, there are no assurances that the material weaknesses in our disclosure controls and procedures and internal control over financial reporting will not result in errors in our financial statements which could lead to a restatement of those financial statements.

Changes in Internal Control Over Financial ReportingControls

In addition,There have been no changes in our managementinternal controls over financial reporting identified in connection with the participationevaluation required by paragraph (d) of our Principal Executive Officer and Principal Financial OfficerSecurities Exchange Act Rule 13a-15 or Rule 15d-15 that occurred in the period ended March 31, 2023, that have determined that change inmaterially affected, or are reasonably likely to materially affect, our internal control over financial reporting.

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 (as that term is defined in Rules 13(a)-15(f)company,” we are not required to provide the information required by this Item.

Item 2. Unregistered Sales of Equity Securities and 15(d)-15(f)Use of Proceeds

None.

Item 3. Defaults Upon Senior Securities

None.

Item 4. Mine Safety Disclosures

Not Applicable.

Item 5. Other Information

None.

Item 6. Exhibits

________

* Filed herewith.

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934) occurred during or subsequent to the quarter ended March 31, 2020 that internal control over financial reporting is deemed to be ineffective.

PART II - OTHER INFORMATION

Item 1. Legal Proceeding

The Company is subject to legal proceedings and claims that arise in the ordinary course of its business. Although occasional adverse decisions or settlements may occur, the Company believes that the final disposition of such matters will not have material adverse effect on its financial position, results of operations or liquidity.

Item 1A. Risk Factors

No material changes from risk factor as previously disclose.

Item 2.Unregistered Sales of Securities and Use of Proceeds – S-1/A  Registration Statement

None

Item 3.Defaults upon Senior Securities

None

Item 4. Submission of Matters to a Vote of Security Holders

Not applicable

Item 5.Other Information

None

Item 6. Exhibits and Reports

SIGNATURES

In accordance with the requirements of the Exchange Act,1934, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.

GENERAL ENTERPRISE VENTURES, INC