UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
Date of Report (Date of earliest event reported): January 29, 2024
General Enterprise Ventures, Inc. |
(Exact name of registrant as specified in its charter) |
Wyoming |
| 000-56567 |
| 87-2765150 |
(State or other jurisdiction of incorporation) |
| (Commission File Number) |
| (IRS Employer Identification Number) |
1740H Del Range Blvd, Suite 166 Cheyenne, WY |
| 82009 |
(Address of principal executive offices) |
| (Zip Code) |
Registrant’s telephone number, including area code: (800) 401-4535
(Former name or former address, if changed since last report)
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instructions A.2. below):
☐ | Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
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☐ | Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
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☐ | Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
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☐ | Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) Securities registered pursuant to Section 12(b) of the Act: None. |
Securities registered pursuant to Section 12(b) of the Act:
Title of each class |
| Trading Symbols(s) |
| Name of each exchange on which registered |
N/A |
| N/A |
| N/A |
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter). ☐
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. ☐
Item 4.01. Changes in Registrant’s Certifying Accountant.
(a)(1) Previous independent registered public accounting firm:
BF Borgers CPA PC:
| (i) | On January 29, 2024, we notified BF Borgers CPA PC (“BF Borgers”) of their dismissal as our independent registered public accounting firm. |
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| (ii) | BF Borgers has not issued a report on our financial statements for the fiscal year ending December 31, 2023, and the report of BF Borgers on the Company’s financial statements as of and for the fiscal years ending December 31, 2022 and December 31, 2021, contained no adverse opinion or disclaimer of opinion and was not qualified or modified as to uncertainty, audit scope, or accounting principles except as set forth in subparagraph (iii) below. |
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| (iii) | The report of on the Company’s financial statements as of and for the years ending December 31, 2022 and December 31, 2021, contained an explanatory paragraph which noted that there was substantial doubt as to the Company’s ability to continue as a going concern as the Company has suffered recurring losses since inception, and has not achieved profitability. |
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| (iv) | Our Board of Directors participated in and approved the decision to change our independent registered public accounting firm. |
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| (v) | Through our fiscal years ending December 31, 2023 and December 31, 2022, there have been no disagreements with BF Borgers on any matter of accounting principles or practices, financial statement disclosure, or auditing scope or procedure, which disagreements if not resolved to the satisfaction of BF Borgers would have caused them to make reference thereto in their report on the financial statements. Through the interim period from December 31, 2023, through January 29, 2024, there have been no disagreements with BF Borgerson any matter of accounting principles or practices, financial statement disclosure, or auditing scope or procedure, which disagreements if not resolved to the satisfaction of BF Borgers would have caused them to make reference thereto in their report on the financial statements. |
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| (vi) | We have authorized BF Borgers to respond fully to the inquiries of the successor accountant. |
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| (vii) | During our fiscal years ended December 31, 2023 and December 31, 2022, and the interim period through January 29, 2024, there have been no reportable events with us as set forth in Item 304(a)(1)(v) of Regulation S-K. |
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| (viii) | We provided a copy of the foregoing disclosures to BF Borgers prior to the date of the filing of this report and requested that BF Borgers furnish us with a letter addressed to the U.S. Securities & Exchange Commission stating whether or not it agrees with the statements in this report. A copy of such letter is filed as Exhibit 16.1 to this Form 8-K. |
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(a)(2) New independent registered public accounting firm:
WWC Professional Corporation Limited
On or about January 29, 2024, we engaged WWC Professional Corporation Limited (“WWC”) of San Mateo, California, as independent registered public accounting firm to audit our financial statements for the fiscal year ended December 31, 2023. During the fiscal years ended December 31, 2023 and December 31, 2022, and prior to January 29, 2024, we had not consulted with WWC regarding any of the following:
| (i) | The application of accounting principles to a specific transaction, either completed or proposed; |
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| (ii) | The type of audit opinion that might be rendered on our consolidated financial statements, and none of the following was provided to us: (a) a written report, or (b) oral advice that WWC concluded was an important factor considered by us in reaching a decision as to accounting, auditing or financial reporting issue; or |
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| (iii) | Any other matter that was the subject of a disagreement between us and our former auditor or was a reportable event (as described in Items 304(a)(1)(iv) or Item 304(a)(1)(v) of Regulation S-K, respectively). |
Item 9.01. Financial Statements and Exhibits.
(d) Exhibits.
Exhibit No. | Description of Exhibit | |
Letter from BF Borgers regarding change in certifying accountant (filed herewith) | ||
104 | Cover Page Interactive Data File (embedded within Inline XBRL document) |
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SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
| General Enterprise Ventures, Inc. | ||
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Date: January 31, 2024 | By: | /s/ Joshua Ralston | |
| Chief Executive Officer |
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