General Enterprise Ventures (GEVI) 10-K/A 2023 FY Annual report (amended)

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-K/A

(Amendment No. 1)

(Mark one)

☒ ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the fiscal year ended December 31, 2023

or

☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the transition period from ____________ to __________

Commission File Number: 000-56567

General Enterprise Ventures, Inc.

(Exact name of registrant as specified in its charter)

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

1740H Del Range Blvd., Suite 166

Cheyenne, WY 82009

(Address of principal executive offices) (Zip Code)

(800) 401-4535

Registrant’s telephone number, including area code.

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

Securities registered pursuant to section 12(g) of the Act: Common Stock, $0.0001 par value.

Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act. Yes ☐ No ☒

Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the Act. Yes ☐ No ☒

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes ☒ No ☐

Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§ 232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files). Yes ☒ No ☐

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

Large accelerated filer	☐	Accelerated filer	☐
Non-accelerated Filer	☒	Smaller reporting company	☒
		Emerging growth company	☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Ex- change Act. ☐

Indicate by check mark whether the registrant has filed a report on and attestation to its management’s assessment of the effectiveness of its internal control over financial reporting under Section 404(b) of the Sarbanes-Oxley Act (15 U.S.C. 7262(b)) by the registered public accounting firm that prepared or issued its audit report. ☐

If securities are registered pursuant to Section 12(b) of the Act, indicate by check mark whether the financial statements of the registrant included in the filing reflect the correction of an error to previously issued financial statements. ☐

Indicate by check mark whether any of those error corrections are restatements that required a recovery analysis of incentive-based compensation received by any of the registrant’s executive officers during the relevant recovery period pursuant to §240.10D-1(b). ☐

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Act). Yes ☐ No ☒

At June 30, 2023, the aggregate market value of the registrant’s common stock held by non-affiliates of the registrant was approximately $10,500,000 based on the closing sale price of the registrant’s common stock on June 30, 2023 of $0.4425 per share.

The total number of shares of registrant’s common stock outstanding as of June 30, 2024, was 36,552,150.

EXPLANATORY NOTE

General Enterprise Ventures, Inc. (the “Company”) is filing this Amendment on Form 10-K/A (the “Amended 10-K”) to amend the Company’s Annual Report on Form 10-K for the fiscal year ended December 31, 2023 (the “Original 10-K”), originally filed with the Securities and Exchange Commission (the “SEC”) on May 15, 2024, to amend the items set forth below in response to the following:

 

On May 3, 2024 (the “Order Date”), BF Borgers CPA PC and Benjamin F. Borgers, CPA (collectively, “Borgers”) was suspended from appearing or practicing before the Securities Exchange Commission (“SEC”).By letter to the Company dated May 9, 2024, the SEC informed the Company that it could not include audit reports or consents from Borgers in filings with the SEC on or after the Order Date. Furthermore, the SEC informed the Company that to the extent Borgers audited any portion of the financial statements required to be included in filings with the SEC on or after the Order Date, that the Company obtain a re-audit from a firm authorized to appear and practice before the SEC. Accordingly, the Company tasked its recently appointed audit firm, WWC, P.C. (see also Item 9. Changes in and Disagreements with Accountants on Accounting and Financial Disclosure.), to undertake the re-audit of the Company’s financial statements for the year ended December 31, 2022.

Except as described above and the items set forth below, no other amendments are being made to the Original 10-K. This Amended 10-K does not reflect events occurring after the filing of the Original 10-K or modify or update the disclosure contained therein in any way other than as required to reflect the amendments discussed above.

The Company has attached to this Amended 10-K updated certifications executed as of the date of this Amended 10-K by the Principal Executive Officer and Principal Financial Officer as required by Sections 302 and 906 of the Sarbanes Oxley Act of 2002. These updated certifications are attached as Exhibits 31.1/31 .2 and 32.1/32.2 to this Amended 10-K.

Items restated in this Form 10-K/A

The following items have been restated, as appropriate, to update as noted above:

· Part I, Item 1. Business

· Part I, Item 1A. Risk Factors

· Part II, Item 7. Management’s Discussion and Analysis of Financial Condition and Results of Operations

· Part II, Item 8. Financial Statements and Supplementary Data

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TABLE OF CONTENTS

FORWARD-LOOKING STATEMENTS		4
	PART I
Item 1.	Business.	4
Item 1A.	Risk Factors.	8
Item 1B.	Unresolved Staff Comments.	8
Item 1C.	Cybersecurity.	8
Item 2.	Properties.	8
Item 3.	Legal Proceedings.	8
Item 4.	Mine Safety Disclosures.	8
	PART II
Item 5.	Market For Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities.	9
Item 6.	[Reserved]	10
Item 7.	Management’s Discussion and Analysis of Financial Condition and Results of Operations.	10
Item 7A.	Quantitative And Qualitative Disclosures About Market Risk.	15
Item 8.	Financial Statements and Supplemental Data.	F-1
Item 9.	Changes in and Disagreements With Accountants on Accounting and Financial Disclosure.	16
Item 9A.	Controls and Procedures.	16
Item 9B.	Other Information.	17
Item 9C.	Disclosure Regarding Foreign Jurisdictions that Prevent Inspections.	17
	PART III
Item 10.	Directors, Executive Officers and Corporate Governance.	18
Item 11.	Executive Compensation.	21
Item 12.	Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters.	22
Item 13.	Certain Relationships and Related Transactions, and Director Independence.	23
Item 14.	Principal Accountant Fees and Services.	24
	PART IV
Item 15.	Exhibit and Financial Statement Schedules.	26
Item 16.	Form 10-K Summary.	26
SIGNATURES		27

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FORWARD-LOOKING STATEMENTS

This report contains forward-looking statements. The Securities and Exchange Commission encourages companies to disclose forward-looking information so that investors can better understand a company’s future prospects and make informed investment decisions. This report and other written and oral statements that we make from time to time contain such forward-looking statements that set out anticipated results based on management’s plans and assumptions regarding future events or performance. We have tried, wherever possible, to identify such statements by using words such as “anticipate,” “estimate,” “expect,” “project,” “intend,” “plan,” “believe,” “will” and similar expressions in connection with any discussion of future operating or financial performance. In particular, these include statements relating to future actions, future performance or results of current and anticipated sales efforts, expenses, the outcome of contingencies, such as legal proceedings, and financial results.

We caution that the factors described herein, and other factors could cause our actual results of operations and financial condition to differ materially from those expressed in any forward-looking statements we make and that investors should not place undue reliance on any such forward-looking statements. Further, any forward-looking statement speaks only as of the date on which such statement is made, and we undertake no obligation to update any forward-looking statement to reflect events or circumstances after the date on which such statement is made or to reflect the occurrence of anticipated or unanticipated events or circumstances. New factors emerge from time to time, and it is not possible for us to predict all of such factors. Further, we cannot assess the impact of each such factor on our results of operations or the extent to which any factor, or combination of factors, may cause actual results to differ materially from those contained in any forward-looking statements.

PART I

Item 1. Business.

General Enterprise Ventures, Inc., (“GEVI,” “we,” “us,” or the “Company”) was originally incorporated in Nevada on March 14, 1990. Our offices are located at 1740H Del Range Blvd., Suite 166, Cheyenne, Wyoming 82009. Our telephone number is (800) 401-4535. Our websites are www.generalenterpriseventures.com and www.mightyfirebreaker.com.

We do not incorporate the information on or accessible through our website into this Annual Report, and you should not consider any information on, or that can be accessed through, our website a part of this Registration Statement.

We are an environmentally sustainable flame retardant and flame suppression company for the residential home industry throughout the United States and international markets. The Company is bringing to the marketplace unique, disruptive products with significant environmental impact potential.

We operate one line of business. On January 3, 2022, the Company formed Mighty Fire Breaker, LLC, an Ohio limited liability company (“MFB Ohio”), to acquire all the intellectual property of Mighty Fire Breaker, LLC, a California limited liability company (“MFB California”) in connection with the flame retardant and flame suppression segments of the environmental industry, including patents and patents pending. On April 13, 2022, the transaction between the Company, MFB Ohio and MFB California closed. The transaction consideration to the equity holders of MFB California was 1,000,000 shares of the Series C Convertible Preferred Stock of the Company with a value at closing of $4,200,000, and a 10% royalty on gross sales before taxes of the MFB Ohio family of products.

In addition, on November 14, 2022, the Company formed Mighty Fire Breaker UK Limited (“MFB UK” and together with MFB Ohio, collectively, “MFB”). MFB has 56 patents pertaining to its CitroTech MFB 31 Technology™ (“CitroTech” or the “MFB Technology”) for the prevention and spread of wildfires. . When CitroTech is applied it converts flammable fuels like dry native vegetation and wood  into non-combustible materials. During the third quarter of 2022 the Company received EPA Safer Choice status and UL Green-Guard Gold approval on its CitroTech fire inhibitor. The Company continues to pursue accreditations such as the Missoula Testing approval for selling products to the government. Currently. MFB Ohio is involved in installing commercial and large residential Proactive Wildfire Prevention Systems.

Our management is comprised of three individuals, Joshua Ralston, who acts as our President, Secretary, Chief Executive officer, Chief Financial Officer and Chairman of the Board of Directors; John Costa who serves on the Board of Directors; and Jeffery Pomerantz, who serves on the Board of Directors. Mr. Ralston has sufficient voting power through his ownership of 10,000,000 shares of the Company’s Series A Preferred Stock that feature super majority voting rights to control the vote on all  matters.

4

Corporate History

Ultronics Corporation (the “UC”) was incorporated 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.

The acquisition was treated as a reverse merger with GEM deemed to be the accounting acquiror, 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. of Long Beach, California (“K2M”), a privately held company, pursuant to which the Company acquired all of the issued and outstanding common stock of K2M.

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 owned all of the issued and outstanding capital stock of Santa Clara Waste Water Company (“SCWW”) a California corporation. CLW's only operating subsidiary was 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 Stock 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. 

5

Change of Control

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

Series C Preferred Stock

On April 13, 2022, The Company designated 5,000,000 shares of Series C convertible Preferred Stock (“Series C Preferred Stock”), par value $0.0001. 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. 

Corporate changes

On January 3, 2022, the Company formed Mighty Fire Breaker, LLC, an Ohio limited liability company (“MFB Ohio”), to acquire all the intellectual property of Mighty Fire Breaker, LLC, a California limited liability company (“MFB California”) in connection with the flame retardant and flame suppression segments of the environmental industry, including patents and patents pending. On April 13, 2022, the transaction between the Company, MFB Ohio and MFB California closed. The transaction consideration to the equity holders of MFB California was 1,000,000 shares of the Series C Convertible Preferred Stock of the Company with a value at closing of $4,200,000, and a 10% royalty on gross sales before taxes of the MFB Ohio family of products. MFB has 56 patents pertaining to its CitroTech MFB 31 Technology™ (“CitroTech” or the “MFB Technology”) for the prevention and spread of wildfires. . When CitroTech is applied it converts flammable fuels like dry native vegetation and wood  into non-combustible materials. During the third quarter of 2022 the Company received EPA Safer Choice status and UL Green-Guard Gold approval on its CitroTech fire inhibitor. The Company continues to pursue accreditations such as the Missoula Testing approval for selling products to the government. Currently. MFB Ohio is involved in installing commercial and large residential Proactive Wildfire Prevention Systems.

Effective April 1, 2022, the Company implemented a plan to divest its Crypto Mining operations and focus its resources on MFB.

On November 20, 2022, the Company. formed a UK branch of MFB, Mighty Fire Breaker UK Limited. The new subsidiary, headquartered in the United Kingdom, will be used to direct sales of the MFB products and technologies in Europe, the Middle East and Africa.

Current operations

Principal products, services and markets

MFB holds various intellectual property in the form of patents and trademarks in the fields of fire suppression, mapping and tracking of fire retardant dispersion and fire inhibition chemistry and technology. The Company and MFB have obtained certification  and accreditations in this industry, such as being the only EPA Safer Choice approved, long-term fire retardant, as well as the UL GreenGaurd Gold, California Bioassay water approval, LENS, and in the process of USDA approval.

The fire-retardant market is forecast to be $13.6 billion dollars globally by 2034. MFB markets home, industrial and commercial proactive fire defense systems directly and in conjunction with large insurance companies, sells EPA products through retailers and wholesalers directly to large users such as Fire Departments and other countries.

6

Distribution methods

MFB ships directly from its Rohnert Park, California facility, can drop ship large volume orders through toll blenders and has product available at 12 regional retailers for smaller consumers.

Status of publicly announced product or service

To date, all publicly announced orders have been shipped and delivered, including the San Diego Fire Department, Brazil, various retailers and system installers.

Competitive business conditions and the Company’s competitive position in the industry

The fire-retardant market has been status quo for many years without significant innovation. Typically, the market is regarded as having products that are not known for their environmental safety or sustainability, and are generally considered as not friendly toward humans, wildlife, fish, water, and plants. CitroTech is the first all-green, food grade EPA approved fire retardant. MFB’s products are sold at substantial margins and can be competitive in many markets. The need for safer and sustainable chemistry should drive demand for MFB’s products.

Sources and availability of raw materials

MFB’s products are food grade and readily available from multiple sources. The Company maintains significant inventory at all times.

Dependence on one or a few customers

Use of fire retardant is spread widely over multiple markets. There is little likelihood that as the popularity of a green chemistry spreads that there will be a business concentration, until USDA approval is obtained, at which point the U.S. government could be could a significant customer.

Patents, trademarks and licenses and their duration

MFB currently holds 56 total patents and patents pending with 30 patents granted, including U.S. and international patents. The granted patents include MFB’s main chemistry and applications include technology patents. MFB has 21 trademarks and various copyrights, both in the United States and internationally. Granted patents offer up to 20 years from the application filing date for infringement protection with additional continuation patents frequently filed. The Company plans to file additional patents stemming from its research and development endeavors.

Need for government approval of principal products or services.

Use of MFB’s product on government land typically requires USDA approval, which MFB is in the process of obtaining.  In many cases, entities such as Fire Departments can request a waiver.  The Company has sold to customers under the waiver process.  MFB’s EPA approval supports this process.

Effect of existing or probably government regulations on the business

MFB is ahead of the regulations that have been proposed by the U.S. government by already having EPA approval. MFB tracks all proposed regulatory changes and makes commercially reasonable efforts to comply in advance. MFB maintains an advisory board of retired high-level fire officials who watch for regulatory changes for the benefit of the Company. MFB also retains experienced legal counsel.

Cost and effects of compliance with environmental laws

All expenses for the USDA application and the EPA application and subsequent approval have been paid. MFB’s products are green and EPA approved, making the only significant maintenance cost the USDA QPL approval and EPA annual testing.

Employees

The Company currently employs eight (8) people full-time and hosts several consultants, attorneys, and independent contractors that all perform tasks on behalf of the company.

7

Item 1A. Risk Factors.

We are a smaller reporting company as defined by Rule 12b-2 of the Exchange Act and are not required to provide the information under this Item.

Item 1B. Unresolved Staff Comments.

None.  

Item 1C. Cybersecurity.

The Company has cloud-based security, and their computers and servers are fire walled. In addition, the Company does not allow virtual log-in on their computers.

Item 2. Properties.

Our Company owns no real property. Our principal office is located at 2170 Allentown Rd, Lima, OH 45808 which is commercial space under on one year lease agreement at $500 per month In addition, the Company leases commercial space for retail and warehousing at 5050 Commerce Blvd., Rohnert Park, CA 90928, which is under a two year lease agreement at $5,200 per month.

Item 3. Legal Proceedings.

Currently, there are no legal proceedings pending or threatened against us. We are not presently party to any pending or other threatened legal proceedings or claims that we believe will have a material adverse effect on our business, financial condition or operating results, although from time to time, we may become involved in legal proceedings in the ordinary course of business.

Item 4. Mine Safety Disclosures.

Not applicable.   

8

PART II

Item 5. Market for Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities.

Market Information

Our Common Stock is quoted on the OTC Pink under the symbol “GEVI.” Our stock is thinly traded on the OTC Markets and there can be no assurance that a liquid market for our common stock will ever develop. 

For the periods indicated, the following table sets forth the high and low bid prices per share of common stock based on inter-dealer prices, without retail mark-up, mark-down or commission and may not represent actual transactions. 

Fiscal Year 2023	High Bid		Low Bid
First Quarter	$	0.50	$	0.15
Second Quarter	$	0.50	$	0.17
Third Quarter	$	1.11	$	0.40
Fourth Quarter	$	0.98	$	0.42

Fiscal Year 2022	High Bid		Low Bid
First Quarter	$	0.180	$	0.049
Second Quarter	$	0.235	$	0.175
Third Quarter	$	0.210	$	0.125
Fourth Quarter	$	0.580	$	0.208

Security Holders

As of April 2,2024, we estimate there were approximately 721 holders of record and 36,302,150 shares of our Common Stock were issued and outstanding.

Dividend Policy

We have not paid any dividends on our common stock since inception and we currently expect that, in the foreseeable future, all earnings (if any) will be retained for the development of our business and no dividends will be declared or paid on our common stock. Any future dividends on our common stock will be subject to the discretion of our board of directors and will depend upon, among other things, our earnings (if any), operating results, financial condition and capital requirements, general business conditions and other pertinent facts.

Recent Sales of Unregistered Securities

During the past two years, we effected the following transactions in reliance upon exemptions from registration under the Securities Act:

Between September 27, 2023, and February 13, 2024, we issued 471,832 shares of Siers C Convertible Preferred Stock. The following table summarizes the offering, including the number of shares sold and the amount raised. The proceeds were used for general working capital and operational purposes, including Legal Fees, Accounting and Audit Fees, testing and certification, and preparation to launch product offerings.

9

Purchaser	Series C Preferred Shares Issued		Amount Raised
Peter Zilahy		25,000	$	100,000
Alta Investments LLC		20,833	$	49,999
Robert Dailey		41,666	$	99,998
FEC Investments LLC		75,000	$	300,000
East Shore Industries LLC		12,500	$	50,000
Gerald Yanowitz		14,000	$	33,600
Joel Yanowitz and Amy Metzenbaum Revocable Trust		40,000	$	96,000
Super Eight Capital Holding Ltd.		7,000	$	28,000
Loma LLC		12,500	$	50,000
Hunts Road LLC		25,000	$	100,000
Alta Investments LLC		37,500	$	90,000
Super Eight Capital Holding Ltd.		8,333	$	19,999
Michael Feigin		20,000	$	0
Noonan 2006 Revocable Trust		100,000	$	300,000
Jeffrey P. Bash		12,500	$	75,000
JBCG Enterprises LLC		20,000	$	0

Each investor was given adequate access to sufficient information about us to make an informed investment decision. None of the securities were sold through an underwriter and accordingly, there were no underwriting discounts or commissions involved. No registration rights were granted to any of the purchasers.

Issuer Purchases of Equity Securities

None.

Use of proceeds

None.

Item 6. [Reserved]

Item 7. Management’s Discussion and Analysis of Financial Condition and Results of Operations.

The following Management’s Discussion and Analysis should be read in conjunction with our financial statements and the related notes thereto included elsewhere in this Annual Report. The Management’s Discussion and Analysis contains forward-looking statements that involve risks and uncertainties, such as statements of our plans, objectives, expectations, and intentions. Any statements that are not statements of historical fact are forward-looking statements. When used, the words “believe,” “plan,” “intend,” “anticipate,” “target,” “estimate,” “expect,” and the like, and/or future-tense or conditional constructions (“will,” “may,” “could,” “should,” etc.), or similar expressions, identify certain of these forward-looking statements. These forward-looking statements are subject to risks and uncertainties that could cause actual results or events to differ materially from those expressed or implied by the forward-looking statements in this Annual Report. Our actual results and the timing of events could differ materially from those anticipated in these forward-looking statements as a result of several factors including, but not limited to, those noted under “Risk Factors” in this Annual Report.

We do not undertake any obligation to update forward-looking statements to reflect events or circumstances occurring after the date of this Annual Report, except as required by U.S. federal securities laws.

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Overview

The Company’s U.S. subsidiary, Mighty Fire Breaker LLC (“MFB”) is currently engaged in developing solutions to support the resolution of the insurance crisis in the western United States by use of it’s EPA approved CitroTech products. MFB has developed and patented addition intellectual property in this regard, such as a system for commercial properties and homes that puts fire inhibiting buffer zone around a property blocking blown in embers from igniting. The technology continues to work dry which unlike other products allows for early deployment and evacuation of people. It also has developed a job site trailer allowing for the fire protection of the property during the construction phase and the fire hardening of the inner construction and installation of our patented system during that phase. Hopefully allow the owner to get insurance to start the project. The company also is continuing its USDA approval process. It has sold products to various fire departments and continues to demonstrate market its products.

Results of Operations

The following summary of our results of operations should be read in conjunction with our consolidated financial statements for the years ended December 31, 2023, and 2022, which are included herein.

Our results of operations for the years ended December 31, 2023 and 2022 are summarized below:

	Years Ended
	December 31,
	2023			2022			Change			%
Revenue	$	520,645		$	62,732		$	457,913			730	%
Operating expenses		10,618,583			2,981,291			7,637,292			256	%
Other expense		4,328			255			4,073		1597		%
Net loss from continuing operations	$	10,102,266		$	2,918,814		$	8,248,944			283	%
Income from discontinued operations		-			13,016			(13,016	)	(*		)
Loss on disposition of digital currency and digital currency assets		-			(2,030	)		2,030		(*		)
Net income from discontinued operations	$	-		$	10,986		$	(10,986	)	(*		)
Net loss	$	(10,102,266	)	$	(2,907,828	)	$	(7,194,438	)		247	%

(*) not applicable.

Revenue

The Company’s revenue is associated with revenue from Mighty Fire Breaker, LLC (“MFB”) which was formed in April 2022. Revenue increased $458,000 over fiscal year 2022 due to MFBs EPA approval and the filing of additional patents.  With the EPA approval, MFB started the marketing phase of the company’s  evolution.  MFB started selling directly to fire departments and launched its proactive wild-fire defense systems and is gaining momentum with commercial customers, along with attempting to influence the insurance industry to the benefit of consumers.

The net loss for 2023 increased by $7.2 million as compared to 2022 primarily due to the increase in operating expenses, largely from stock-based compensation awards.

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Operating Expenses

	Years Ended
	December 31,
	2023		2022		Change			%
Cost of revenue	$	193,876	$	56,338	$	137,538			244	%
Amortization and depreciation		248,510		803		247,707		(*		)
General and administration		322,860		256,686		66,174			26	%
Marketing		148,289		96,553		51,736			54	%
Management compensation		180,000		2,100,000		(1,920,000	)	(91		%)
Professional fees- related party		8,899,596		188,036		8,711,560		(*		)
Professional fees		625,452		282,875		342,577			121	%
	$	10,618,583	$	2,981,291	$	7,637,292			256	%

(*) not relevant disclosure, due to large amount.

Cost of revenue

	Years Ended
	December 31,
	2023		2022		Change		%
Cost of inventory	$	101,978	$	21,431	$	80,547		376	%
Freight and shipping		14,495		8,674		5,821		67	%
Consulting and advisory		30,100		21,569		8,531		40	%
Royalty and sales commission		47,304		4,664		42,640		914	%
	$	193,877	$	56,338	$	137,539		244	%

Cost of revenue increased 137,000 or 244% over fiscal year 2022, due to the start of MFB operations in April 2022 and having a full year of operations for MFB in 2023. The increase in 2023, is primarily due to increase in cost of inventory and royalty and sales commissions.

Cost of inventory consists of the sales of product, related supplies and direct testing our CitroTech product and various components required to for installation of Mighty Firese Breaker proactive fire systems. Cost of inventory increased in 2023 primarily due to an increase in product sales and supplies by $44,000 and increased direct CitroTech testing of $37,000.

Royality and sales commissions increased in 2023 from more revenue. The Company recognizes an allocated portion of consulting and direct labour costs associated with our revenue.

Amortization and depreciation

The increase in amortization and depreciation is due to the commencement of amortization on our intangible assets during fiscal year 2023.

Management compensation

Management compensation decreased in 2023 as compared to 2022, as the Company recorded $2,100,000 related to our Chief Executive Officer (CEO) for the issuance of 70,000,000 restricted stock awards.

12

Professional fees

The increase in professional fees in 2023 of $9 million over 2022, is primarily due to the issuance of 1,200,000 shares of Convertible Series C Preferred Stock to a related party for consulting services rendered to the Company from October 2021 through July 2023. The Company valued the 1,200,000 shares of Convertible Preferred Stock, as if converted to 24,000,000 shares of common stock, using the quoted stock price of the Company’s common stock at approval date (November 1, 2022), resulting in a value of $8,640,000.

On November 1, 2022, the Company’s Board of Directors approved the issuance of 250,000 shares of common stock to each of the two independent directors for their board services in support of the Company. During the year ended December 31, 2023, the Company valued the 500,000 shares of common stock at the market value of the Company’s common stock at approval date for the amount of $180,000.

Other expense

Other expense consists of interest expense.

Income from discontinued operations

For 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. The loss on disposition of digital currency and digital currency assets of $2,030 was the result of a loss on disposition of the Company’s digital currency assets, including equipment and digital currency.

Liquidity and Capital Resources

	December 31,			December 31,
	2023			2022			Change
Cash	$	549,755		$	55,434		$	494,321
Current Assets	$	1,218,056		$	170,319		$	1,047,737
Current Liabilities		1,617,785			1,060,918			556,867
Working Capital (Deficiency)	$	(399,729	)	$	(890,599	)	$	490,870

The increase in working capital in 2023, was primarily the result of an increases in cash of $494,00, inventory of $116,000, accounts receivable of $427,000 and prepaid expenses of $11,000 offset by an increase in due to related parties of $410,000, promissory note of $120,000, convertible note of $19,000 and current portion of operating lease liability of $41,000 and a reduction in accounts payable and accrued liabilities of $33,000.

As of December 31, 2023 and 2022, the current assets consisted of cash of $550,000 and $55,4000, inventory of $230,000 and $115,000, accounts receivable of $427,000 and $0, and prepaid expenses of $11,000 and 240, respectively.

As of December 31, 2023 and 2022, the current liabilities consisted of accounts payable and accrued liabilities of $55,000 and $87,000, due to related parties of $1.3 million and $900,000, promissory note of $120,000 and $0, convertible note of $54,000 and $35,000, and current portion of operating lease liability of $80,000 and $39,000, respectively.

13

Cash Flows

	Years Ended
	December 31,
	2023			2022
Cash (used in) operating activities	$	(1,211,764	)	$	(708,450	)
Cash (used in) Investing Activities	$	(4,015	)	$	(5,349	)
Cash provided by financing activities	$	1,710,100		$	763,764
Net Change in Cash	$	494,321		$	49,965

Cash Flows from Operating Activities

We have not generated positive cash flows from operating activities.

For 2023, net cash flows used in operating activities was $1.2 million, consisting of a net loss of $10 million, reduced by stock-based compensation of $9 million, non-cash lease expenses of $71,000, amortization and depreciation of $249,000 and increased by net changes in operating assets and liabilities of $396,000.

For 2022, net cash flows used in operating activities were $708,000, consisting of a net loss of $3 million, reduced by stock-based compensation of $2.1 million, loss on disposition of digital currency and digital currency assets of $2,000, impairment loss on digital assets of $6,000, non-cash lease expense of $45,000, depreciation of $16,000 and reduced by an increase in changes in operating assets and liabilities of $31,000.

Cash Flows from Investing Activities

Cash flows from investing activities was from the purchase of equipment.

Cash Flows from Financing Activities

For 2023 financing cash flows, consisted of $308,000 received from a related party, $908,000 from issuance Convertible Series C Preferred Stock, $500,000 from stock subscriptions, $120,000 from promissory notes and repayments of $125,000 to a related party.

For 2022, financing cash flows, consisted of $784,000 received from related parties, $35,000 from convertible note and repayments of $56,000 to a related party.

Contractual Obligations

Lease Agreements

The Company has one lease classified as an operating lease for an office and warehouse purpose.

The following table outlines maturities of our lease liabilities as of December 31, 2023:

Year ended December 31,

2024	$	85,792
2025		50,862
Thereafter		-
		136,654
Less: Imputed interest		(6,471	)
Operating lease liabilities	$	130,183

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 associated 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 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.

14

Critical Accounting Policies

The discussion and analysis of our financial condition and results of operations are based upon our financial statements, which have been prepared in accordance with the accounting principles generally accepted in the United States of America. Preparing financial statements requires management to make estimates and 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.

Our most critical accounting policies and estimates relate to the following:

● Revenue Recognition

● Incremental borrowing rate for Right of Use Assets

● Share based compensation

Revenue Recognition

Revenue is recognized when performance obligations under the terms of the contracts with our customers are satisfied. Our performance obligation generally 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. All of our performance obligations under the terms of contracts with our customers have an original duration of one year or less.

Incremental borrowing rate for Right of Use Assets

As the Company’s operating leases typically do not provide an implicit rate, the Company estimates its incremental borrowing rate. The assessment of the Company’s incremental borrowing rate involves judgment regarding the cost of borrowing funds on a collateralized basis over a similar term and in a similar economic environment.

Share-Based Compensation

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

Off-balance sheet arrangements

We have no off-balance sheet arrangements that have or are reasonably likely to have a current or future effect on our financial condition, changes in financial condition, revenues or expenses, results of operations, liquidity, capital expenditures or capital resources that is material to stockholders.

Item 7A. Quantitative and Qualitative Disclosures About Market Risk.

As a “smaller reporting company,” this item is not required.

15

Item 8. Financial Statements and Supplementary Data.

General Enterprise Ventures, Inc.

Index to Audited Consolidated Financial Statements

December 31, 2023 and 2022

Contents	Page
Report of Independent Registered Public Accounting Firm (PCAOB ID: 1171)	F-2
Consolidated Balance Sheets at December 31, 2023 and 2022	F-4
Consolidated Statements of Operations and Comprehensive Loss for the years ended December 31, 2023 and 2022	F-5
Consolidated Statements of Changes in Stockholders’ Equity (Deficit) for the years ended December 31, 2023 and 2022	F-6
Consolidated Statements of Cash Flows for the years ended December 31, 2023 and 2022	F-7
Notes to Audited Consolidated Financial Statements	F-8

F-1

 

REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

To:	The Board of Directors and Stockholders of
	General Enterprises Ventures, Inc.

Opinion on the Financial Statements

We have audited the accompanying consolidated balance sheets of General Enterprises Ventures, Inc. (the “Company”) as of December 31, 2023 and 2022, and the related consolidated statements of operations and comprehensive loss, stockholders’ deficit, and cash flows for the years ended December 31, 2023, and the related notes (collectively referred to as the “financial statements”). In our opinion, the financial statements present fairly, in all material respects, the financial position of the Company as of December 31, 2023, and the results of its operations and its cash flows for the years ended December 31, 2023 and 2022, in conformity with accounting principles generally accepted in the United States of America.

Substantial Doubt about the Company’s Ability to Continue as a Going Concern

The accompanying financial statements have been prepared assuming that the Company will continue as a going concern. As discussed in Note 1 to the financial statements, the Company incurred substantial losses during the year ended December 31, 2023. As of December 31, 2023, the Company had a working capital deficit.  Accordingly, these factors give rise to substantial doubt that the Company will be able to continue as a going concern. Management closely monitors the Company’s financial position and has prepared a plan that is found in Note 1 that addresses this substantial doubt. These financial statements do not include any adjustments that might result from the outcome of this uncertainly.

Basis for Opinion

These financial statements are the responsibility of the Company’s management. Our responsibility is to express an opinion on the Company’s financial statements based on our audits. We are a public accounting firm registered with the Public Company Accounting Oversight Board (United States) (“PCAOB”) and are required to be independent with respect to the Company in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.

We conducted our audits in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement, whether due to error or fraud. The Company is not required to have, nor were we engaged to perform, audits of its internal control over financial reporting. As part of our audits, we are required to obtain an understanding of internal controls over financial reporting, but not for the purpose of expressing an opinion on the effectiveness of the Company’s internal controls over financial reporting. Accordingly, we express no such opinion.

Our audits included performing procedures to assess the risks of material misstatement of the financial statements, whether due to error or fraud, and performing procedures that respond to those risks. Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the financial statements. Our audits also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the financial statements. We believe that our audits provide a reasonable basis for our opinion.

F-2

Emphasis of Matter — Reclassification of Previously Issued Financial Statements

As discussed in Note 2 to the financial statements, the Company has reclassified certain amounts in its financial statements as of and for the years ended December 31, 2022 and 2023 to conform to the current year presentation. These reclassifications had no effect on previously reported results of operations or retained earnings. The reclassifications were made to improve the clarity and comparability of the financial statements.

.

Critical Audit Matters

The critical audit matters communicated below are matters arising from the current period audit of the financial statements that were communicated or required to be communicated to the audit committee and that: (1) relate to accounts or disclosures that are material to the financial statements and (2) involved our especially challenging, subjective, or complex judgments. The communication of critical audit matters does not alter in any way our opinion on the financial statements, taken as a whole, and we are not, by communicating the critical audit matters below, providing separate opinions on the critical audit matters or on the accounts or disclosures to which they relate.

The engagement team determined that the Company’s intangible assets and related impairment met the criteria to be considered a critical audit matter because the intangible assets comprised a material portion of the Company’s total assets, and they require a significant amount of judgment to estimate the carrying value and ensure the intangible assets are not impaired, and those assets are expected to contribute to the Company’s ability generate future profit. In order to the address this critical audit matter, we first gained an understanding of how management values these assets and reperformed the valuation on those assets, and considered the reasonableness of the inputs that management is using for their valuation.

The engagement team determined that the preferred stock, especially those with conversion features, met the criteria of a critical audit matter because it is substantial relative to the Company’s shareholders’ equity, and determining their valuation and allocation requires the engagement team to identify and understand the attributes of the securities, understand how those attributes go towards determining the value of those securities.  Additionally, the disclosure regarding these securities is extensive and quite complex.  The engagement team addressed the critical audit matters by gaining an understanding of management’s valuation, allocation, recognition and approach towards disclosure, and then vouched certain details of those securities and reperformed the valuation and allocation of such preferred stock to determine if management had properly accounted for those securities.

/s/ WWC, P.C.

WWC, P.C.

Certified Public Accountants

PCAOB ID: 1171

We have served as the Company’s auditor since 2023.

San Mateo, California

July 30, 2024

F-3

General Enterprise Ventures, Inc.

Consolidated Balance Sheets

	December 31,			December 31,
	2023			2022
Assets
Current Assets
Cash	$	549,755		$	55,434
Prepaid expenses		10,671			240
Accounts receivable		427,433			-
Inventory		230,197			114,645
Total Current Assets		1,218,056			170,319
Intangible assets		3,948,106			4,195,353
Operating lease right-of-use asset		129,683			39,367
Equipment, net		7,299			4,547
Total Assets	$	5,303,144		$	4,409,586
Liabilities and Stockholders' Equity
Current liabilities
Accounts payable and accrued liabilities	$	54,572		$	87,398
Promissory note		120,000			-
Convertible note payable		54,000			35,000
Due to related parties		1,309,077			899,153
Operating lease liability - current portion		80,136			39,367
Total Current Liabilities		1,617,785			1,060,918
Operating lease liability – noncurrent		50,047			-
Total Liabilities		1,667,832			1,060,918
Commitments and contingencies
Stockholders' Equity
Series A Preferred Stock, par value $0.0001, authorized 10,000,000 shares,
10,000,000 shares issued and outstanding		1,000			1,000
Series C Convertible Preferred Stock, par value $0.0001, authorized 5,000,000 shares,
2,273,499 and 950,000 shares issued and outstanding, respectively		227			95
Common Stock par value $0.0001, authorized 1,000,000,000 shares,
97,545,388 and 93,945,388 shares issued and outstanding, respectively		9,755			9,395
Additional paid-in capital		72,427,996			62,719,578
Common Stock to be issued - 500,000 shares		180,000			-
Subscription received – 183,333 shares of Series C Convertible Preferred stock to be issued		500,000			-
Accumulated deficit		(69,483,666	)		(59,381,400	)
Total Stockholders' Equity		3,635,312			3,348,668
Total Liabilities and Stockholders' Equity	$	5,303,144		$	4,409,586

See the accompanying Notes, which are an integral part of these Financial Statements.

F-4

General Enterprise Ventures, Inc.

Consolidated Statement of Operations and Comprehensive Loss

	Years Ended
	December 31,
	2023			2022
Revenue	$	520,645		$	62,732
Operating Expenses
Cost of revenue (exclusive of amortization and depreciation shown separately below)		193,876			56,338
Amortization and depreciation		248,510			803
General and administration		322,860			256,686
Marketing		148,289			96,553
Management compensation		180,000			2,100,000
Professional fees- related party		8,899,596			188,036
Professional fees		625,452			282,875
Total operating expenses		10,618,583			2,981,291
Loss from Operations		(10,097,938	)		(2,918,559	)
Other Expense
Interest expense		(4,328	)		(255	)
Total other income expense		(4,328	)		(255	)
Loss from continuing operations before taxes		(10,102,266	)		(2,918,814	)
Provision for income taxes		-			-
Loss from continuing operations	$	(10,102,266	)	$	(2,918,814	)
Discontinued operations:
Income from discontinued operations	$	-		$	13,016
Loss on disposition of digital currency and digital currency assets		-			(2,030	)
Income from discontinued operations	$	-		$	10,986
Net loss	$	(10,102,266	)	$	(2,907,828	)
Comprehensive loss	$	(10,102,266	)	$	(2,907,828	)
Loss from continuing operations per common share – basic and diluted	$	(0.10	)	$	(0.05	)
Income from discontinued operations per common share – basic	$	-		$	0.00
Income from discontinued operations per common share – diluted	$	-		$	0.00
Net loss per common share - basic and diluted	$	(0.10	)	$	(0.05	)
Basic and diluted weighted average number of common shares outstanding		96,663,470			62,254,977

See the accompanying Notes, which are an integral part of these Financial Statements.

F-5

General Enterprise Ventures, Inc.

Consolidated Statements of Change in Stockholders’ Equity (Deficit)

	Series A				Series C										Additional			Preferred		Common					Total
	Preferred stock				Preferred stock						Common Stock				Paid-In			Stock		Stock to		Accumulated			Stockholders'
	Shares		Amount		Shares			Amount			Shares		Amount		Capital			to be issued		be issued		Deficit			Equity (Deficit)
Balance - December 31, 2021		10,000,000	$	1,000		-		$	-			22,945,388	$	2,295	$	56,417,418		$	-	$	-	$	(56,473,572	)	$	(52,859	)
																			-		-
Debt forgiveness - former related party		-		-								-		-		9,355			-		-		-			9,355
Shares issued for intellectual property purchase		-		-		1,000,000			100			-		-		4,199,900			-		-		-			4,200,000
Conversion of Convertible Series C Preferred stock of Common stock		-		-		(50,000	)		(5	)		1,000,000		100		(95	)		-		-		-			-
Stock based compensation		-		-		-			-			70,000,000		7,000		2,093,000			-		-		-			2,100,000
Net loss		-		-		-			-			-		-		-			-				(2,907,828	)		(2,907,828	)
Balance - December 31, 2022		10,000,000	$	1,000		950,000		$	95			93,945,388		9,395		62,719,578			-		-		(59,381,400	)		3,348,668
Subscription received – Series C Preferred stock to be issued		-		-		-			-			-		-		-			500,000		-		-			500,000
Common stock to be issued - management		-		-		-			-			-		-		-			-		180,000		-			180,000
Issuance Series C Preferred Stock for cash		-		-		273,499			27			-		-		907,573			-		-		-			907,600
Common stock issued for services		-		-		-			-			600,000		60		146,790			-		-		-			146,850
Conversion of Convertible Series C Preferred Stock in Common stock		-		-		(150,000	)		(15	)		3,000,000		300		(285	)		-		-		-			-
Issuance Series C Preferred Stock for services - related party		-		-		1,200,000			120			-		-		8,639,880			-		-		-			8,640,000
Contribution inventory - related party		-		-		-			-			-		-		14,460			-		-		-			14,460
Net loss		-		-		-			-			-		-		-			-		-		(10,102,266	)		(10,102,266	)
Balance - December 31, 2023		10,000,000	$	1,000		2,273,499		$	227			97,545,388	$	9,755	$	72,427,996		$	500,000	$	180,000	$	(69,483,666	)	$	3,635,312

See the accompanying Notes, which are an integral part of these Financial Statements.

F-6

General Enterprise Ventures, Inc.

Consolidated Statement of Cash Flows

	Years Ended
	December 31,
	2023			2022
Cash Flows from Operating Activities:
Net loss	$	(10,102,266	)	$	(2,907,828	)
Adjustments to reconcile net loss to net cash used in operating activities:
Stock-based compensation		8,966,850			2,100,000
Loss on disposition of digital currency and digital currency assets		-			2,029
Impairment loss on digital assets		-			6,125
Non-cash lease expenses		71,349			44,647
Depreciation and amortization		248,510			15,862
Changes in operating assets and liabilities:
Accounts receivable		(427,433	)		-
Inventory		(101,092	)		(114,645	)
Digital currency		-			(46,976	)
Prepaid expense		(10,431	)		(240	)
Related party advances funding operating expense		246,425			155,919
Accounts payable and accrued liabilities		(32,827	)		76,657
Operating lease liabilities		(70,849	)		(40,000	)
Net Cash used in Operating Activities		(1,211,764	)		(708,450	)
Cash Flows from Investing Activities:
Purchase of equipment		(4,015	)		(5,350	)
Share capital - Mighty Fire Breaker UK Limited		-			1
Net Cash used in Investing Activities		(4,015	)		(5,349	)
Cash Flows from Financing Activities:
Proceed from convertible note		-			35,000
Proceeds from loan - related party		307,500			784,484
Repayment of loan- related party		(125,000	)		(55,720	)
Proceed from issuance Series C Preferred Stock		907,600			-
Proceed from stock subscription		500,000			-
Proceeds from promissory note		120,000			-
Net Cash provided by Financing Activities		1,710,100			763,764
Change in cash		494,321			49,965
Cash, beginning of period		55,434			5,469
Cash, end of period	$	549,755		$	55,434
Supplemental Disclosure Information:
Cash paid for interest	$	-		$	-
Cash paid for taxes	$	-		$	-
Non-Cash Financing Disclosure:
Issuance of common stock for services	$	146,850		$	70,000
Common stock to be issued - management	$	180,000		$	-
Issuance of Series C Convertible Preferred stock for intellectual property purchase	$	-		$	4,200,000
Common stock issued upon conversion of Series C Convertible Preferred stock	$	300		$	1,000
Debt forgiveness - related party	$	-		$	9,355
Reclassification of due to related party to convertible note	$	19,000		$	-
Contribution inventory - related party	$	14,460		$	-
Issuance Series C Convertible Preferred stock for services - related party	$	8,640,000		$	-
Right -of-use assets obtained in exchange for new operating lease liabilities	$	161,665		$	-
Repayments of related party loans using digital currency	$	-		$	47,350

See the accompanying Notes, which are an integral part of these Financial Statements.

F-7

General Enterprise Ventures, Inc.

Notes to Consolidated Financial Statements

December 31, 2023 and 2022

Note 1 – Organization, Business and Going Concern

General Enterprise Ventures, Inc., was originally incorporated under the laws of the State of Nevada on March 14, 1990. When used in these notes, the terms “GEVI,” “Company,” “we,” “us” and “our” mean General Enterprise Ventures, Inc. and all entities included in our consolidated financial statements.

In January 2021, Board of Directors of the Company approved redomiciling the Company in Delaware. On March 31, 2021, the Company formed General Entertainment Ventures, Inc. in Delaware as a wholly owned subsidiary of the Company. 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 October 17, 2021, the Board of Directors approved the corporate name change from General Entertainment Ventures, Inc. to General Enterprise Ventures, Inc.

Corporate Changes

On May 10, 2021, GEVI acquired all the issued and outstanding equity of Strategic Asset Holdings, LLC (“SAH”), a Wyoming limited liability company, for $50,000, pursuant to a promissory note dated as of the same date. Effective October 19, 2021, Strategic Asset Holdings, LLC., was divested completely as a wholly owned subsidiary of General Enterprise Ventures, Inc.

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 January 3, 2022, the Company formed Mighty Fire Breaker, LLC, an Ohio limited liability company (“MFB Ohio”), to acquire all the intellectual property of Mighty Fire Breaker, LLC, a California limited liability company (“MFB California”) pertaining to the fire suppression segment of the environmental industry, including patents and patents pending. On April 13, 2022, the transaction between the Company, MFB Ohio and MFB California closed.

Effective April 1, 2022, the Company implemented a plan to divest its Crypto Mining operations and focus resources on the operations of MFB Ohio.

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.

F-8

Change of Control

On April 14, 2021, Jan Ralston acquired 10,000,000 Series A Convertible Preferred Stock from the Company’s former Chief Executive Officer, in a private transaction. The transaction constituted a change of control in the Company, due to the preferred shares super voting and conversion rights, entitling the holder to one thousand (1,000) shares and votes of common stock for every one (1) share of Series A Convertible Preferred Stock owned.

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.

Business

We are an environmentally sustainable flame retardant and flame suppression company for the residential home industry throughout the United States and international markets. Management is experienced at business integration and branding potential. The Company is bringing to the marketplace unique, disruptive products with significant environmental impact potential.

The Company holds various intellectual property in the form of patents and trademarks in the fields of fire suppression, mapping and tracking of fire retardant dispersion and fire inhibition chemistry and technology. The Company has obtained multiple certification and accreditations in this industry, such as being the only EPA Safer Choice approved, long-term fire retardant, UL GreenGaurd Gold, California Bioassay water approval, LENS, and in the process of USDA approval.

Going Concern

Our condensed consolidated financial statements are prepared on a going concern basis, which contemplates the realization of assets and the satisfaction of liabilities and commitments in the normal course of business. The Company has incurred losses since inception and has a net loss of approximately $10 million and $521,000 in revenues for the year ended December 31, 2023 and has a working capital deficiency of approximately $400,000 as of December 31, 2023. In addition, the Company has been dependent on related parties to fund operations and has an amount owing to related parties of $1.3 million outstanding at December 31, 2023. These conditions raise substantial doubt about the Company’s ability to continue as a going concern within one year after the date that the consolidated financial statements are issued.

Management recognizes that the Company must obtain additional resources to successfully implement its business plans. During the year ended December 31, 2023, the Company completed financings from the issuance of Series C preferred stock, common stock, promissory notes and relate party loans, generating net proceeds of approximately $1.7 million. However, the Company’s existing cash resources and income from operations, are not expected to provide sufficient funds to carry out the Company’s operations and business development through the next twelve (12) months.

Management plans to continue to raise funds and complete an Initial Public Offering (IPO) to support our operations in 2024 and beyond. However, no assurances can be given that we will be successful. If management is not able to timely and successfully raise additional capital and/or complete an IPO, the implementation of the Company’s business plan, financial condition and results of operations will be materially affected. These consolidated financial statements do not include any adjustments relating to the recoverability and classification of recorded asset amounts and classification of liabilities that might be necessary should the Company be unable to continue as a going concern.

F-9

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.

F-10

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.

F-11

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 have ownership of and control over our digital assets and we may use third-party custodial services to secure it. The digital assets are initially recorded at cost and are subsequently remeasured on the consolidated balance sheet at cost, net of any impairment losses incurred since acquisition.

We determine the fair value of our digital assets on a nonrecurring basis in accordance with ASC 820, Fair Value Measurement, based on quoted prices on the active exchange(s) that we have determined is the principal market for such assets (Level 1 inputs). We perform an analysis each quarter to identify whether events or changes in circumstances, principally decreases in the quoted prices on active exchanges, indicate that it is more likely than not that our digital assets are impaired. In determining if an impairment has occurred, we consider the lowest market price of one unit of digital asset quoted on the active exchange since acquiring the digital asset. If the current carrying value of a digital asset exceeds the fair value so determined, an impairment loss has occurred with respect to those digital assets in the amount equal to the difference between their carrying values and the price determined.

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.

F-12

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,” for the identification of related parties and disclosure of related party transactions (see Note 10).

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. The Company recognizes revenues when satisfying the performance obligation of the associated contract that reflects the consideration expected to be received based on the terms of the contract.

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

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

For the year ended December 31, 2023, 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.

F-13

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	)

F-14

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.

Note 3 – Asset Acquisition

On January 3, 2022, the Company formed Mighty Fire Breaker, LLC, an Ohio limited liability company (“MFB Ohio”), to acquire all the intellectual property of Mighty Fire Breaker, LLC, a California limited liability company (“MFB California”) pertaining to the fire suppression segment of the environmental industry, including patents and patents pending. On April 13, 2022, the transaction between the Company, MFB Ohio and MFB California closed. The transaction consideration to the equity holders of MFB California was 1,000,000 shares of the Series C Convertible Preferred Stock of the Company with a value at closing of $4,200,000, and a 10% royalty on gross sales before taxes of the MFB Ohio family of products.

MFB Ohio has 19 patents centred around its MFB 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 is sprayed and applied it takes flammable fuels like dry native vegetation and wood and makes them non-combustible.

The following table summarizes the consideration paid for the assets acquired and liabilities assumed, at the acquisition date of April 13, 2022:

Consideration:
Convertible Series C Preferred stock	$	4,200,000
Assets acquired and liabilities assumed:
Intangible assets	$	4,195,353
Operating lease right-of-use assets	$	81,967
Operating lease liabilities	$	(77,320	)

Note 4 – Discontinued Operations

On April 1, 2022, the Company implemented a plan to divest its crypto mining operations to focus its resources on the MFB acquisition and development of its CitroTech MFB 31 Technology business. The Company had expanded its 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.

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.

F-15

The following is a summary of the assets and liabilities of the Company’s crypto mining operations as of April 1, 2022:

	April 1,
	2022
Digital currency	$	26,825
Digital currency equipment, net		276,380
Total assets from discontinued operations	$	303,205
Due to related party		301,175
Total liabilities from discontinued operations	$	301,175

The following is a summary of discontinued operations for the period ended April 1, 2022:

	April 1,
	2022
Revenue	$	46,976
Operating expenses:
Cost of revenue		27,835
Impairment loss		6,125
Total operating expenses		33,960
Income from discontinued operations	$	13,016

The following is a summary of discontinued cash flows for the period ended April 1, 2022

	April 1,
	2022
Cash Flows from Operating Activities:
Net income	$	13,016
Adjustments to reconcile net loss to net cash used in operating activities:
Impairment loss on digital assets		6,125
Depreciation and amortization		15,059
Changes in operating assets and liabilities:
Digital currency		(46,976	)
Accounts payable and accrued liabilities		(27	)
Related party advances funding operating expense		12,803
Net Cash provided by Operating Activities		-
Change in cash		-
Cash, beginning of period		-
Cash, end of period	$	-
Non-Cash Financing Disclosure:
Repayments of related party loans using digital currency	$	47,350

F-16

Note 5 – Equipment, net

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

	December 31,			December 31,
	2023			2022
Cost:
Furniture and equipment	$	9,365		$	5,350
Less: accumulated depreciation		(2,066	)		(803	)
Property and equipment, net	$	7,299		$	4,547

During the years ended December 31, 2023 and 2022, the Company recorded depreciation of $1,263 and $15,862, respectively.

Note 6 – Intangible Assets, net

The Company has capitalized the costs associated with acquiring the intellectual property of MFB (see Note 3) at a value of $4,195,353 as of December 31, 2023 and 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 year ended December 31, 2023, no additional costs met the criteria for capitalization as an intangible asset.

As of December 31, 2023 and 2022, finite lived intangible assets consisted of the following:

	December 31			December 31
	2023			2022
Patents	$	4,195,353		$	4,195,353
Accumulated amortization		(247,247	)		-
Intangible assets, net	$	3,948,106		$	4,195,353

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

Year ended December 31,
2024	$	247,931
2025		247,931
2026		247,931
2027		247,931
2028		247,931
Thereafter		2,708,451
	$	3,948,106

As of December 31, 2023, the weighted-average useful life is 16.11 years.

During the year ended December 31, 2023 and 2022, the amortization expense was $247,247 and $0, respectively. The Company commenced with amortization during 2023, when we started operations using the acquired assets.

F-17

Note 7 – Lease

In March 2022, the Company has entered into an operating lease for the office, with the term of 18 months. In July 2023, the Company amended the contract and extended the lease term to July 2025.

The following summarizes right-of-use asset and lease information about the Company’s operating lease as of December 31, 2023 and 2022:

	Years Ended
	December 31,
	2023		2022
The components of lease expense were as follows:
Operating lease cost	$	70,830	$	40,000
Supplemental cash flow information related to leases was as follows:
Cash paid for operating cash flows from operating leases	$	79,528	$	40,000
Right -of-use assets obtained upon acquisition	$	161,665	$	81,967

Supplemental balance sheet information related to leases was as follows:

	December 31,		December 31,
	2023		2022
Operating lease right-of-use asset	$	129,683	$	39,367

	December 31,			December 31,
	2023			2022
Operating lease liabilities:
Current portion	$	80,136		$	39,367
Non-current portion		50,047			-
	$	130,183		$	39,367
Weighted-average remaining lease term - operating leases (year)		1.58			0.67
Weighted-average discount rate — operating leases		6.5	%		5.5	%

The following table outlines maturities of our lease liabilities as of December 31, 2023:

Year ended December 31,

2024	$	85,792
2025		50,862
Thereafter		-
		136,654
Less: Imputed interest		(6,471	)
Operating lease liabilities	$	130,183

F-18

Note 8 – Convertible Notes

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. 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 24 hours after payment at a fixed conversion price of $0.18 per share.  As of December 31, 2023 and 2022, following is the summary of funds received from the lender:

	Principal			Interest			December 31,			December 31,
Payment date	Amount		Maturity date	Rate			2023			2022
August 11, 2022	$	18,000	2/11/2023		2	%	$	18,000		$	18,000
September 2, 2022	$	17,000	3/2/2023		2	%		17,000			17,000
April 1, 2023	$	19,000	Due on demand		2	%		19,000			-
Total Convertible notes							$	54,000		$	35,000
Current portion								(54,000	)		(35,000	)
Long -term portion							$	-		$	-

On June 9, 2022, the lender paid $19,000 to the Company and it was recorded as an advance from a related party. On April 1, 2023, an amount owing to related party was reclassified to convertible note for $19,000.

During the years ended December 31, 2023 and 2022, the Company recognized interest expense of $1,311 and $255, respectively. As of December 31, 2023 and 2022, the Company owned principal of $54,000 and $35,000 and accrued interest of $1,567 and $255, respectively.

Note 9 – Promissory Note

On June 7, 2023, the Company entered into a promissory note agreement for the amount of $120,000, in terms of twelve (12) months and interest rate of 5% per annum. During the year ended December 31, 2023, the Company recognized $3,017 interest. As of December 31, 2023, the Company owed principal of $120,000 and accrued interest of $3,017.

Note 10 – Related Party Transactions

During the year ended December 31, 2022, our former officer forgave $9,355 in accrued salary and the Company recognized it as additional paid-in-capital.

During the year ended December 31, 2022, as part of the Company’s divestiture of its digital asset operations, a related party forgave loans payable of $301,175 in exchange for digital asset equipment with a net book value of $276,379 and digital currency intangible assets of $26,825, of which the Company recorded a loss on disposition of $2,030.

During the year ended December 31, 2022, a related party paid $1 for share capital - Mighty Fire Breaker UK Limited.

On June 13, 2022, the Company issued 70,000,000 Restricted Stock Award to a member of the board of directors and President of the Company. 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.

On November 1, 2022, the Company’s Board of Directors approved the issuance of 250,000 shares of common stock to each of the two independent directors for their board services in support of the Company. As of December 31, 2023, the shares have not been issued, and the Company valued the 500,000 shares of common stock at market price on approval date and accrued $180,000.

On October 23, 2021, the Company entered into a consulting agreement with a related party. The consultant shall render to the Company, upon the request of any members of Board of Directors or the President of the Company, consulting services on matters relating to the business affairs of the Company. The agreement shall take effect of the date of agreement and shall terminate upon mutual agreement of the parties. The compensation of consultant is a number of Convertible Series C Preferred Shares which the Board of Directors of the Company may determine at its discretion. On November 1, 2022, the Company’s Board of Directors approved issuance of 1,200,000 shares of Convertible Series C Preferred Stock to consultant - related party for their past consulting services and continuing to July 2023. On September 5, 2023. the Company issued 1,200,000 shares of Convertible Series C Preferred Stock for consulting services rendered to the Company. The Company valued the 1,200,000 shares of Convertible Preferred Stock at $8,640,000.

On June 9, 2022, the Company received $19,000 cash from a third party, and it was recorded as an advance from a related party. On April 1, 2023, the Company recognized the error and the amount owing to the related party was reclassified to convertible note related to a lender for $19,000 (see Note 8).

During the years ended December 31, 2023 and 2022, a related party advanced to the Company an amount of $307,500 and $784,484 for working capital propose, respectively.

During the years ended December 31, 2023 and 2022, a related party advanced to the Company an amount of $246,425 and $108,569 for operating expenses on behalf of the Company, respectively.

During the years ended December 31, 2023 and 2022, the Company repaid to a related party $125,000 and $55,720 owing of the loan, respectively.

During the years ended December 31, 2023 and 2022, the Company paid $150,500 and $126,500 consulting fee to an entity under common control of a related party and $186,500 and $91,500 commission to a related party.

As of December 31, 2023 and 2022, the Company was obliged to related parties, for unsecured, non-interest-bearing demand loans with a balance of $1,309,077 and $899,153, respectively.

F-19

Note 11 – Stockholders’ Equity

Preferred Shares

Shares Outstanding

The Company is authorized to issue up to 15,000,000 shares of Preferred Stock, par value $0.0001 per share.

Series A Preferred Stock

The Company originally designated 10,000,000 shares of its Preferred Stock as Series A Convertible Preferred Stock. Issued and outstanding Series A Convertible Preferred stock as of December 31, 2023 and 2022, was 10,000,000, respectively. On March 29, 2024, the Company amended and restated its Series A Convertible Preferred Stock to designate 10,000,000 shares of its Preferred Stock as Series A Preferred Stock, par value $0.0001, with the following rights and privileges.

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

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

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

The Company will not, by amendment of its Charter or through any reorganization, transfer of assets, consolidation, merger, dissolution, issuance or sale of securities, or any other voluntary action, avoid or seek to avoid the observance or performance of any of the terms to be observed or performed hereunder by the Company, but will at all times in good faith assist in the carrying out of all the provisions of its Charter and in the taking of all such action as may be necessary or appropriate to protect the rights of the holders of the Series A Preferred Stock against impairment.

So long as any shares of Series A Preferred Stock are outstanding, the Company shall not, without first obtaining the approval (by vote or written consent as provided by the Wyoming Business Corporations Act) of the holders of at least a majority of the then outstanding shares of Series A Preferred Stock: (a) alter or change the rights, preferences or privileges of the Series A Preferred Stock; (b) alter or change the rights, preferences or privileges of any capital stock of the Company so as to affect adversely the Series A Preferred Stock; (c) increase the authorized number of shares of Series A Preferred Stock; or (d) authorize or issue any shares of senior securities.

Fully Paid. The issued and outstanding shares of Series A Preferred Stock are fully paid and non-assessable. This means the full purchase price for the outstanding shares of Series A Preferred Stock has been paid and the holders of such shares will not be assessed any additional amounts for such shares.

Series C Convertible Preferred Stock

The Company has designated 5,000,000 shares of its Preferred Stock as Series C Convertible Preferred Stock with the following rights and privileges.

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

Voting Rights. The holders of the Series C Convertible Preferred Stock are not entitled to vote.

Conversion Rights. Each share of Series C Convertible Preferred Stock outstanding as such time shall be convertible, at the option of the holder thereof, at any time and from time to time, and without the payment of additional consideration by the holder thereof, into 20 shares of the Common Stock of the Company (the “Conversion Ratio”). Such Conversion Ratio, and the rate at which shares of Series C Convertible Preferred Stock may be converted into shares of Common Stock, shall be subject to adjustment.

If at any time or from time to time there shall be (i) a merger or consolidation of the Company with or into another corporation, (ii) the sale of all or substantially all of the Company’s capital stock or assets to any other person, (iii) any other form of business combination or reorganization in which the Company shall not be the continuing or surviving entity of such business combination or reorganization, or (iv) any transaction or series of transactions by the Company in which more than 50 percent (50%) of the Company’s voting power is transferred (each a “Reorganization”) then as a part of such Reorganization, the provision shall be made so that the holders of the Series C Convertible Preferred Stock shall thereafter be entitled to receive the same kind and amount of stock or other securities or property (including cash) of the Company, or the successor corporation resulting from such Reorganization.

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

The Company will not, by amendment of its Charter or through any reorganization, transfer of assets, consolidation, merger, dissolution, issuance or sale of securities, or any other voluntary action, avoid or seek to avoid the observance or performance of any of the terms to be observed or performed hereunder by the Company, but will at all times in good faith assist in the carrying out of all the provisions of its Charter and in the taking of all such action as may be necessary or appropriate to protect the rights of the holders of the Series C Convertible Preferred Stock against impairment. 

F-20

So long as any shares of Series C Convertible Preferred Stock are outstanding, the Company shall not, without first obtaining the approval (by vote or written consent as provided by the Wyoming Business Corporations Act) of the holders of at least a majority of the then outstanding shares of Series C Convertible Preferred Stock: (a) alter or change the rights, preferences or privileges of the Series C Convertible Preferred Stock; (b) alter or change the rights, preferences or privileges of any capital stock of the Company so as to affect adversely the Series C Convertible Preferred Stock; (c) increase the authorized number of shares of Series C Convertible Preferred Stock; or (d) authorize or issue any shares of senior securities.

Fully Paid. The issued and outstanding shares of Series A Convertible Preferred Stock are fully paid and non-assessable. This means the full purchase price for the outstanding shares of Series C Convertible Preferred Stock has been paid and the holders of such shares will not be assessed any additional amounts for such shares.

On April 13, 2022, the Company’s board of directors approved the issuance of 1,000,000 Convertible Series C Preferred Stock, with a value of $4,200,000 as consideration for the acquisition of the entity and intellectual property (see Note 3). The holder may exercise shares after an initial lock up period of six (6) months following the date of the agreement and may only exchange a maximum of four (4) million shares in a twelve (12) month period and may not hold or beneficially hold more than 10% of outstanding at any time.

On June 7, 2022, the holder of the Convertible Series C Preferred Stock converted 50,000 shares of the Company’s Convertible Series C Preferred Stock into 1,000,000 shares of the Company’s common shares.

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

During the year ended December 31, 2023, the Company issued 273,499 shares of Convertible Series C Preferred Stock in connection with subscription agreements signed with investors at prices of $2.40 and $4.00 per share for total amount of $907,600.

During the year ended December 31, 2023, the Company received $500,000 for stock subscriptions. As of December 31, 2023, 183,333 shares were not yet issued and are recorded as preferred stock to be issued in equity.

During the year ended December 31, 2023, the Company issued 1,200,000 shares of Convertible Series C Preferred Stock to a related party for consulting services rendered to the Company from October 2021 through July 2023. The Company valued the 1,200,000 shares of Convertible Preferred Stock, as if converted to 24,000,000 shares of common stock, using the quoted stock price of the Company’s common stock at approval date (November 1, 2022), resulting in a value of $8,640,000.

As of December 31, 2023 and 2022, there were 2,273,499 and 950,000 shares of the Company’s Convertible Series C Preferred Stock issued and outstanding, respectively.

Common Stock 

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

During the years ended December 31, 2023 and 2022, the holder of the Convertible Series C Preferred Stock converted 150,000 and 50,000 shares of the Company’s Convertible Series C Preferred Stock into 3,000,000 and 1,000,000 shares of the Company’s common stock, respectively.

During the year ended December 31, 2023, the company issued 600,000 shares of common stock for services valued at $146,850.

As of December 31, 2023 and 2022, there were 97,545,388 and 93,945,388 shares of the Company’s common stock issued and outstanding, respectively.

Stock-Based Compensation

On June 13, 2022, the Company issued 70,000,000 Restricted Stock Awards (“RSAs”) 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 year ended December 31, 2023 and 2022:

	Restricted Stock Award		Weighted-Average Grant Price
Balance, December 31, 2021		-	$	-
Granted		70,000,000		0.03
Vested		-		-
Forfeited		-		-
Balance, December 31, 2022		70,000,000	$	0.03
Granted		-		-
Vested		-		-
Forfeited		-		-
Balance, December 31, 2023		70,000,000	$	0.03

As of December 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.

F-21

Common Stock to be Issued

On November 1, 2022, the Company’s Board of Directors approved the issuance of 250,000 shares of common stock to each of the two independent directors for their board services in support of the Company. As of December 31, 2023, the Company has not issued the shares. The Company valued the 500,000 shares of common stock at the market value of the Company’s common stock at approval date for the amount of $180,000.

Note 12 - Income Taxes

Components of income tax expense (benefit) are as follows for the years ended December 31, 2023 and 2022:

	2023		2022
Current tax expense:
Current Income Tax Expense - federal	$	-	$	-
Current Income Tax Expense - state	$	-	$	-

The tax effects of temporary differences which give rise to the significant portions of deferred tax assets or liabilities are as follows at December 31, 2023 and 2022:

	2023			2022
Deferred tax assets and liabilities
Net Operating loss Carryforward	$	5,780,000		$	3,770,000
Amortization	$	(103,000	)	$	(44,000	)
Less: valuation allowance	$	(5,677,000	)	$	(3,726,000	)
Net deferred tax assets	$	-		$	-

The Company will have approximately $27.5 and $17.9 million of gross net operating loss carry-forwards at December 31, 2023 and 2022, respectively. Federal NOLs do not expire, but are subject to 80% income limitation on use; state and local laws may vary by jurisdiction. Net deferred tax assets are mainly comprised of temporary differences between financial statement carrying amount and tax basis of assets and liabilities.

ASC 740 requires a valuation allowance to reduce the deferred tax assets reported if, based on the weight of the evidence, it is more likely than not that some portion or all of the deferred tax assets will not be realized. At December 31, 2023 and 2022, respectively, a full valuation allowance was recognized.

In addition, the Company performed a comprehensive review of its uncertain tax positions and determined that no adjustments were necessary relating to unrecognized tax benefits at December 31, 2023 and 2022. The Company’s federal and state income tax returns are subject to examination by taxing authorities for three years after the returns are filed, and as such the Company’s federal and state income tax returns remain open to examination.

The reconciliation of the income tax benefit is computed at the U.S. federal statutory rate as follows:

	2023			2022
Federal statutory income tax at 21%		21.00	%		21.00	%
Application of a full valuation allowance	(21.00)		%	(21.00)		%
Provision for income taxes		0.00	%		0.00	%

F-22

Note 13 – Commitments and Contingencies

As part of the intellectual asset purchase agreement with MFB California, the Company is subject to royalties of 10.0% derived from gross invoiced sales of MFB products excluding funds received for sales and use tax (see Note 3).

Note 14 – Concentration

During years ended December 31, 2023 and 2022, customer and supplier concentrations (more than 10%) were as follows:

Revenue and accounts receivable

	Percentage of Revenue						Percentage of
	For Years ended						Accounts Receivable
	December 31,						December 31,
	2023			2022			2023			2022
Customer A		32.65	%		-			39.78	%		-
Customer B		44.19	%		-			53.82	%		-
Customer C		-			19.61	%		-			-
Customer D		-			19.61	%		-			-
Customer E		-			17.17	%		-			-
Total (as a group)		76.84	%		56.39	%		93.60	%		-

Purchase and accounts payable

	Percentage of Purchase						Percentage of
	For Years ended						Accounts Payable
	December 31,						December 31,
	2023			2022			2023		2022
Supplier A		77.01	%		96.67	%		-		-
Total (as a group)		77.01	%		96.67	%		-		-

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

Note 15 – 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:

The Company received subscriptions of $165,000 in cash for 50,000 shares of Convertible Series C Preferred Stock in connection with subscription agreements signed with investors at prices of $2.40 and $6.00 per share.

The company had the following transactions in the Common stock as follows:

·         250,000 shares issued to a director of the Company.

·         1,150,000 shares issued for MFB Ohio board advisory fees.

·         456,762 shares for conversion of debt and accrued interest.

·         1,900,000 shares issued to consultants for services.

·         65,000,000 shares were cancelled by our Chief Executive Officer.

The Company had the following transactions in the Series C Preferred shares

·         108,333 shares for stock payable.

·          40,000 shares issued to consultants for services

F-23

Item 9. Changes in and Disagreements with Accountants on Accounting and Financial Disclosure.

On January 29, 2024, the Company’s Board of Directors selected WWC, P.C. (the “New Accountant”) to serve as the Company’s independent registered public accounting firm for the review of its Annual Report on Form 10-K for the year ending December 31, 2023. As a result, the Board of Directors determined that BF Borgers CPA PC (the “Former Accountant”) would no longer serve as the Company’s independent registered public accounting firm, effective as of March 21, 2023.

On January 31, 2024, the Company filed a Current Report on Form 8-K (the “Form 8-K”) with the SEC disclosing the changes in its certifying accountant.

As disclosed in the Form 8-K, the Former Accountant’s audit report on our financial statements for the years ended December 31, 2022 and 2021 contained no adverse opinion or disclaimer of opinion, nor was it qualified or modified as to uncertainty, audit scope or accounting principles, except that the audit report on the financial statements of the Company for the year ended December 31, 2022 and 2021 contained an uncertainty about the Company’s ability to continue as a going concern (the “Going Concern Opinion”).

For the years ended December 31, 2022 and 2021 and through the date of the Form 8-K, the Company had no “disagreements” (as defined in Regulation S-K, Item 304(a)(1)(iv) and the related instructions) with the Former Accountant on any matter of accounting principles or practices, financial statement disclosure, or auditing scope or procedures, which disagreements if not resolved to the satisfaction of the Former Accountant would have caused them to make reference thereto in their reports on the financial statements for such periods.

There were no reportable events for the years ended December 31, 2022 or 2021 and through the date of the Form 8-K, there were no reportable events as defined in item 304(a)(1)(v) of Regulation S-K.

As also disclosed in the Form 8-K, prior to retaining the New Accountant, the Company did not consult with the New Accountant regarding either: (i) the application of accounting principles to a specified transaction, either contemplated or proposed, or the type of audit opinion that might be rendered on the Company’s financial statements; or (ii) any matter that was the subject of a “disagreement” or a “reportable event” (as those terms are defined in Item 304(a)(1)(iv) and (a)(1)(v) of Regulation S-K, respectively).

On January 29, 2024, the Company provided the Former Accountant with the disclosures contained in the Form 8-K disclosing the dismissal of the Former Accountant and requested in writing that the Former Accountant furnish the Company with a letter addressed to the SEC stating whether or not they agree with such disclosures. The Former Accountant’s response was filed as Exhibit 16.1 to the Form 8-K.

Item 9A. Controls and Procedures.

Evaluation of Disclosure Controls and Procedures

Disclosure controls and procedures (as defined in Exchange Act Rule 15d-15(e)) are designed with the objective of ensuring that information required to be disclosed in our reports filed under the Exchange Act, such as this report, is recorded, processed, summarized, and reported within the time periods specified in the SEC’s rules and forms. Disclosure controls and procedures are also designed with the objective of ensuring that such information is accumulated and communicated to our management, including our Chief Executive Officer and Chief Financial Officer, as appropriate, to allow timely decisions regarding required disclosure.

As of December 31, 2023, our management carried out an evaluation of the effectiveness of the design and operation of our disclosure controls and procedures. Such evaluation was carried out under the supervision of our Chief Executive Officer, who is also our Chief Financial Officer, and our third party financial service provider, PubCo Reporting. Based on this evaluation, management concluded that our disclosure controls and procedures were, and continues to be, ineffective as of December 31, 2023. Based on the foregoing, our management concluded that our internal controls over the following financial reporting areas to be material weaknesses:

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● Due to our size and stage of development, segregation of all conflicting duties may not always be possible and may not be economically feasible. During the year, we lacked sufficient review procedures and segregation of duties such that a proper review had not been performed by someone other than preparer, including manual journal entries, and that process documentation is lacking for review and monitoring controls over financial statements close process and financial reporting.

● We identified findings related to overall information technology general controls (“ITGCs”) including issues with access and segregation of duties for systems supporting the Company’s internal control processes and controls.

Changes in Internal Controls over Financial Reporting

There has been no change in the Company’s internal control over financial reporting during the three months ended December 31, 2023 that has materially affected, or is reasonably likely to materially affect, the company’s internal control over financial reporting. Management will continue to monitor and evaluate the effectiveness of our internal controls and procedures over financial reporting on an ongoing basis and are committed to taking further action and implementing additional improvements as necessary.

Item 9B. Other Information.

None.

Item 9C. Disclosure Regarding Foreign Jurisdictions that Prevent Inspections.

Not applicable.

17

PART III

Item 10. Directors, Executive Officers and Corporate Governance.

Directors and Executive Officers

The following table sets forth the names, positions, and ages of our current executive officers and directors. All directors serve until the next annual meeting of stockholders or until their successors are elected and qualified.

Directors are elected to serve until the next annual meeting of stockholders until their successors are elected and qualified. Directors are elected by a plurality of the votes cast at the annual meeting of stockholders and hold office until the expiration of the term for which they were elected and until a successor has been elected and qualified.

A majority of the authorized number of directors constitutes a quorum of the Board of Directors for the transaction of business. The directors must be present at the meeting to constitute a quorum. However, any action required or permitted to be taken by the Board of Directors may be taken without a meeting if all Board members individually or collectively consent in writing to the action.

Executive officers are appointed by and serve at the pleasure of the Company’s Board of Directors, subject to any contractual arrangements.

Name	Age	Title
Joshua Ralston	36	Chairman of the Board of Directors, Chief Executive Officer, Chief Financial Officer, President and Secretary
John Costa	55	Director
Jeffery Pomerantz	79	Director

Set forth below is a description of the background and business experience of our directors and executive officers.

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Joshua Ralston – Chairman, President, Secretary, Chief Executive Officer, Chief Financial Officer and Director

On October 10, 2021, the majority voting stockholder appointed Joshua Ralston as a member of the Board of Directors and Chief Executive Officer. Mr. Ralston is currently stationed at U.S. Coast Guard Base Cleveland ESD in Cleveland, Ohio. Prior to this station, Mr. Ralston was stationed in Manama, Bahrain, and Kodiak, Alaska. His primary duties have been electronics support technical support for joint military operations and cyber security. His educational background is business marketing.

John Costa - Director

On April 25, 2022, the Board of Directors appointed John Costa as a member of the Board of Directors. Mr. Costa has over 30-years of experience in the IT industry; which includes an employment history with several Fortune 100 and 500 companies. Mr. Costa’s areas of IT practice were diversified in Technological Development, Product Design, Modalities and Applications, Artificial Intelligence, Augmented Reality, Virtual and Practical Design, and Website Design. Mr. Costa has a deep understanding of what is capable and possible from a technical and usability standpoint.

Jeffery Pomerantz - Director

On April 25, 2022, the Board of Directors appointed Jeffery Pomerantz as a member of the Board of Directors. Mr. Pomerantz has over 50 years of experience in Consulting, Promotional Marketing, Manufacturing, Sales, and Distribution. Mr. Pomerantz has provided invaluable assistance with many IPO's and Corporate Up-Listings; additionally, he has a variety of international connections to resources and networks that create product distribution channels throughout the world.

Family Relationships

None of our directors and executive officers has been involved in any legal or regulatory proceedings, as set forth in Item 401 of Regulation S-K, during the past ten years.     

Involvement in Certain Legal Proceedings

During the past ten years, no director, executive officer, promoter, or control person of the Company has been involved in the following:

(1)	A petition under the Federal bankruptcy laws or any state insolvency law which was filed by or against, or a receiver, fiscal agent or similar officer was appointed by a court for the business or property of such person, or any partnership in which he was a general partner at or within two years before the time of such filing, or any corporation or business association of which he was an executive officer at or within two years before the time of such filing;
(2)	Such person was convicted in a criminal proceeding or is a named subject of a pending criminal proceeding (excluding traffic violations and other minor offenses);
(3)	Such person was the subject of any order, judgment, or decree, not subsequently reversed, suspended, or vacated, of any court of competent jurisdiction, permanently or temporarily enjoining him from, or otherwise limiting, the following activities:

i.	Acting as a futures commission merchant, introducing broker, commodity trading advisor, commodity pool operator, floor broker, leverage transaction merchant, any other person regulated by the Commodity Futures Trading Commission, or an associated person of any of the foregoing, or as an investment adviser, underwriter, broker or dealer in securities, or as an affiliated person, director or employee of any investment company, bank, savings and loan association or insurance company, or engaging in or continuing any conduct or practice in connection with such activity;
ii.	Engaging in any type of business practice; or
iii.	Engaging in any activity in connection with the purchase or sale of any security or commodity or in connection with any violation of Federal or State securities laws or Federal commodities laws;

19

(4)	Such person was the subject of any order, judgment, or decree, not subsequently reversed, suspended or vacated, of any Federal or State authority barring, suspending or otherwise limiting for more than 60 days the right of such person to engage in any activity described in paragraph (f)(3)(i) below, or to be associated with persons engaged in any such activity;
(5)	Such person was found by a court of competent jurisdiction in a civil action or by the Commission to have violated any Federal or State securities law, and the judgment in such civil action or finding by the Commission has not been subsequently reversed, suspended, or vacated;
(6)	Such person was found by a court of competent jurisdiction in a civil action or by the Commodity Futures Trading Commission to have violated any Federal commodities law, and the judgment in such civil action or finding by the Commodity Futures Trading Commission has not been subsequently reversed, suspended, or vacated;
(7)	Such person was the subject of, or a party to, any Federal or State judicial or administrative order, judgment, decree, or finding, not subsequently reversed, suspended, or vacated, relating to an alleged violation of:

i.	Any Federal or State securities or commodities law or regulation; or
ii.	Any law or regulation respecting financial institutions or insurance companies including, but not limited to, a temporary or permanent injunction, order of disgorgement or restitution, civil money penalty or temporary or permanent cease-and-desist order, or removal or prohibition order; or
iii.	Any law or regulation prohibiting mail or wire fraud or fraud in connection with any business entity; or

(8) Such person was the subject of, or a party to, any sanction or order, not subsequently reversed, suspended or vacated, of any self-regulatory organization (as defined in Section 3(a)(26) of the Exchange Act (15 U.S.C. 78c(a)(26))), any registered entity (as defined in Section 1(a)(29) of the Commodity Exchange Act (7 U.S.C. 1(a)(29))), or any equivalent exchange, association, entity or organization that has disciplinary authority over its members or persons associated with a member.

Section 16(A) Beneficial Ownership Reporting Compliance

Section 16(a) of the Exchange Act requires our executive officers and directors, and persons who own more than 10% of our common stock, to file reports regarding ownership of, and transactions in, our securities with the SEC and to provide us with copies of those filings. Based solely on our review of the copies of such forms furnished to us and written representations by our officers and directors regarding their compliance with applicable reporting requirements under Section 16(a) of the Exchange Act, we believe that all Section 16(a) filing requirements for our executive officers, directors and 10% stockholders were not met during the year ended December 31, 2023.

Delinquent Section 16(a) Reports are as follows:

Name	Late Reports	Transactions Covered*	Number of Shares
Joshua Ralston	Form 3 and 5	Common stock/preferred stock		70,000,000

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Corporate Governance

Our board of directors has not established any committees, including an audit committee, a compensation committee or a nominating committee, or any committee performing a similar function. The functions of those committees are being undertaken by our board. Because we do not have any independent directors, our board believes that the establishment of committees of our board would not provide any benefits to our company and could be considered more form than substance.

We do not have a policy regarding the consideration of any director candidates that may be recommended by our stockholders, including the minimum qualifications for director candidates, nor has our officers and directors established a process for identifying and evaluating director nominees. We have not adopted a policy regarding the handling of any potential recommendation of director candidates by our stockholders, including the procedures to be followed. Our officers and directors have not considered or adopted any of these policies as we have never received a recommendation from any stockholder for any candidate to serve on our board of directors.

Given our relative size and lack of directors’ and officers’ insurance coverage, we do not anticipate that any of our stockholders will make such a recommendation in the near future. While there have been no nominations of additional directors proposed, in the event such a proposal is made, all current members of our board will participate in the consideration of director nominees.

As with most small, early stage companies until such time as we further develop our business, achieve a stronger revenue base and have sufficient working capital to purchase directors’ and officers’ insurance, we do not have any immediate prospects to attract independent directors. When we are able to expand our board to include one or more independent directors, we intend to establish an audit committee of our board of directors. It is our intention that one or more of these independent directors will also qualify as an audit committee financial expert. Our securities are not quoted on an exchange that has requirements that a majority of our board members be independent and we are not currently otherwise subject to any law, rule or regulation requiring that all or any portion of our board of directors include “independent” directors, nor are we required to establish or maintain an audit committee or other committee of our board.

Code of Ethics

We expect that we will adopt a code of business conduct and ethics that applies to all of our employees, officers and directors, including those officers responsible for financial reporting. Once adopted, we will make the code of business conduct and ethics available on our website at www.generalenterpriseventures.com. We intend to post any amendments to the code, or any waivers of its requirements, on our website.

Item 11. Executive Compensation.

Summary Compensation Table

The following table summarizes the compensation of our executive officers, directors and President during the fiscal years ended December 31, 2023 and 2022. No other officers or directors received annual compensation in excess of $100,000 during the last fiscal year.

												Nonqualified
										Non-Equity		Deferred
						Stock		Option		Incentive Plan		Compensation		All Other
	Year Ended	Salary		Bonus		Awards		Awards		Compensation		Earnings		Compensation		Total
Name and Principal Position	December 31,	($)		($)		($)		($)		($)		($)		($)		($)
Joshua Ralston, President, Chief Executive officer, Chief Financial Officer and Chairman of the Board of Directors	2023		-		-		-		-		-		-		-		-
	2022		-		-		2,100,000		-		-		-		-		2,100,000

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Stock-Based Compensation

On June 13, 2022, the Company issued 70,000,000 Restricted Stock Award to a member of the board of directors and President of the Company. 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.

Director Compensation

On November 1, 2022, the Company’s Board of Directors approved the issuance of 250,000 shares of common stock to each of the two independent directors for their board services in support of the Company. As of December 31, 2023, the Company has not issued the shares. The Company valued the 500,000 shares of common stock at the market value of the Company’s common stock at approval date for the amount of $180,000.

Employment Agreement

We have no employment agreements with any of our officers and have not issued any incentive or other stock options, profit sharing or similar benefits.

Equity Compensation Plan Information

We have no equity compensation plan, profit sharing or similar benefits.

Item 12. Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters.

The following table and footnotes to it sets forth information regarding the number of shares of Common Stock beneficially owned by (i) each director and named executive officer of our Company, (ii) named executive officers, executive officers, and directors of the Company as a group, and (iii) each person known by us to be the beneficial owner of 5% or more of our issued and outstanding shares of Common Stock. In calculating any percentage in the following table of Common Stock beneficially owned by one or more persons named therein, the following table is based on 97,545,388 shares of Common Stock, 10,000,000 shares of Series A Preferred Stock, and 2,273,499 shares of Series C Convertible Preferred Stock outstanding as of December 31, 2023, and any shares of Common Stock, Series A Preferred Stock and Series C Convertible Preferred Stock the person has the right to acquire within the 60 days following the filing date of this filing. Unless otherwise further indicated in the following table, the footnotes to it or elsewhere in this report, the persons and entities named in the following table have sole voting and sole investment power concerning the shares set forth opposite the stockholder’s name, subject to community property laws, where applicable. Unless as otherwise indicated in the following table and the footnotes, our named executive officers and directors’ address in the following table is c/o General Enterprise Ventures Inc., 1740H Del Range Blvd, Suite 166, Cheyenne, Wyoming 82009.

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Name and Address of Beneficial Owner (1)	Common Stock Beneficially Held (2)		Percent of Class (3)
Named Executive Officers and Directors
Joshua Ralston		70,000,000		71.76	%
Theodore Ralston		3,149,258		3.23	%
Steven Conboy		3,900,000		3.99	%
All Executive Officers and Directors as a group (1 Person)		70,000,000		71.98	%
5% or More Stockholders
None

Name and Address of Beneficial Owner	Title of Class		Amounts and nature of Beneficial Owner			Percent of Class
5% Stockholder			Shares			%
Joshua Ralston       Preferred A Shares		10,000,000		100	%
TC Special Investments, LLC Preferred C Shares		1,200,000		52.78	%

(1)

Unless as otherwise indicated in the following table and the footnotes, our named executive officers and directors’ address in the following table is c/o General Enterprise Ventures, Inc., 1740H Del Range Blvd, Suite 166, Cheyenne, Wyoming 82009.

(2)

Under Rule 13d-3 of the Exchange Act, a beneficial owner of a security includes any person who, directly or indirectly, through any contract, arrangement, understanding, relationship, or otherwise has or shares: (i) voting power, which includes the power to vote, or to direct the voting of shares; and (ii) investment power, which includes the power to dispose or direct the disposition of shares. Certain shares may be deemed to be beneficially owned by more than one person (if, for example, persons share the power to vote or dispose of the shares). In addition, shares are deemed to be beneficially owned by a person if the person has the right to acquire the shares (for example, upon exercise of an option) within 60 days of the date as of which the information is provided. In computing the percentage ownership of any person, the amount of shares outstanding is deemed to include the number of shares beneficially owned by such person (and only such person) because of these acquisition rights. As a result, the percentage of outstanding shares of any person as shown in the above table does not necessarily reflect the person’s actual ownership or voting power concerning the number of shares of common stock outstanding on the date of this filing.

Change of Control

The Company is not aware of any arrangements which may at a subsequent date result in a change of control of the Company.

Item 13. Certain Relationships and Related Transactions, and Director Independence.

Related Party Transactions

Unless described below, during the last two fiscal years, there were no transactions or series of similar transactions to which we were a party or will be a party, in which:

● the amounts involved exceed or will exceed $120,000; and

● any of our directors, executive officers or holders of more than 5% of our capital stock, or any member of the immediate family of any of the foregoing had, or will have, a direct or indirect material interest.

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During the year ended December 31, 2022, our former officer forgave $9,355 in accrued salary and the Company recognized it as additional paid-in-capital.

During the year ended December 31, 2022, as part of the Company’s divestiture of its digital asset operations, a related party forgave loans payable of $301,175 in exchange for digital asset equipment with a net book value of $276,379 and digital currency intangible assets of $26,825, of which the Company recorded a loss on disposition of $2,030.

During the year ended December 31, 2022, a related party paid $1 for share capital - Mighty Fire Breaker UK Limited.

On June 13, 2022, the Company issued 70,000,000 Restricted Stock Award to a member of the board of directors and President of the Company. 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.

On November 1, 2022, the Company’s Board of Directors approved the issuance of 250,000 shares of common stock to each of the two independent directors for their board services in support of the Company. As of December 31, 2023, the shares have not been issued, and the Company valued the 500,000 shares of common stock at market price on approval date and accrued $180,000.

On October 23, 2021, the Company entered into a consulting agreement with a related party. The consultant shall render to the Company, upon the request of any members of Board of Directors or the President of the Company, consulting services on matters relating to the business affairs of the Company. The agreement shall take effect of the date of agreement and shall terminate upon mutual agreement of the parties. The compensation of consultant is a number of Convertible Series C Preferred Shares which the Board of Directors of the Company may determine at its discretion. On November 1, 2022, the Company’s Board of Directors approved issuance of 1,200,000 shares of Convertible Series C Preferred Stock to consultant - related party for their past consulting services and continuing to July 2023. On September 5, 2023. the Company issued 1,200,000 shares of Convertible Series C Preferred Stock for consulting services rendered to the Company. The Company valued the 1,200,000 shares of Convertible Preferred Stock at $8,640,000.

On June 9, 2022, the Company received $19,000 cash from a third party, and it was recorded as an advance from a related party. On April 1, 2023, the Company recognized the error and the amount owing to the related party was reclassified to convertible note related to a lender for $19,000.

During the years ended December 31, 2023 and 2022, a related party advanced to the Company an amount of $307,500 and $784,484 for working capital propose, respectively.

During the years ended December 31, 2023 and 2022, a related party advanced to the Company an amount of $246,425 and $108,569 for operating expenses on behalf of the Company, respectively.

During the years ended December 31, 2023 and 2022, the Company repaid to a related party $125,000 and $55,720 owing of the loan, respectively.

During the years ended December 31, 2023 and 2022, the Company paid $150,500 and $126,500 consulting fee to an entity under common control of a related party and $186,500 and $91,500 commission to a related party.

As of December 31, 2023 and 2022, the Company was obliged to related parties, for unsecured, non-interest-bearing demand loans with a balance of $1,307,077 and $899,153, respectively.

Item 14. Principal Accountant Fees and Services.

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The following table shows the fees that were billed for the audit and other services provided by our principal auditor, for the periods presented, as follows:

	Fiscal Year Ended December 31, 2023		Fiscal Year Ended December 31, 2022
Audit Fees:	$	83,000	$	45,000
Audit-Related Fees		-		-
Tax Fees:		-		-
All Other Fees		-		-
Total	$	83,000	$	45,000

Audit Fees

This category includes the audit of our annual financial statements, review of financial statements included in our Quarterly Reports on Form 10-Q and services that are normally provided by the independent registered public accounting firm in connection with engagements for those fiscal years. This category also includes advice on audit and accounting matters that arose during, or as a result of, the audit or the review of interim financial statements.

Audit-Related Fees

This category consists of assurance and related services by the independent registered public accounting firm that are reasonably related to the performance of the audit or review of our financial statements and are not reported above under “Audit Fees.” The services for the fees disclosed under this category include consultation regarding our correspondence with the SEC and other accounting consulting.

Tax Fees

This category consists of professional services rendered by our independent registered public accounting firm for tax compliance and tax advice. The services for the fees disclosed under this category include tax return preparation and technical tax advice.

All Other Fees

This category consists of fees for other miscellaneous items.

Our Board of Directors has adopted a procedure for pre-approval of all fees charged by our independent registered public accounting firm. Under the procedure, the Board approves the engagement letter with respect to audit, tax and review services. Other fees are subject to pre-approval by the Board, or, in the period between meetings, by a designated member of the Board. Any such approval by the designated member is disclosed to the entire Board at the next meeting.

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PART IV

Item 15. Exhibit and Financial Statement Schedules.

(a) 1. Financial Statements 

The financial statements and Report of Independent Registered Public Accounting Firm are listed in Item 8.

2. Financial Statement Schedules

All schedules for which provision is made in the applicable accounting regulations of the SEC are either not required under the related instructions, are not applicable (and therefore have been omitted), or the required disclosures are contained in the financial statements included herein.

3. Exhibits

		Incorporated by Reference
Exhibit Number	Exhibit Description	Form	Exhibit	Filing Date
3.1	Articles of Domestication/Articles of Incorporation	10-K	3.1	4/15/2024
3.2	Amendments to Articles of Incorporation	10-K	3.2	4/15/2024
3.3	Bylaws	10-K	3.3	4/15/2024
3.4	Designations and Preferences of Series A Preferred Stock	10-K	3.4	4/15/2024
3.5	Designations and Preferences of Series C Convertible Preferred Stock	10-K	3.5	4/15/2024
4.1	Description of Securities	10-K	3.6	4/15/2024
14.1	Code of Ethics	10-K	14.1	4/15/2024
21.1*	Subsidiaries
31.1*	Rule 13a-14(a)/15d-14(a) Certification of Chief Executive Officer and Chief Financial Officer
32.1*	Section 1350 Certifications of Chief Executive Officer and Chief Financial Officer
101*	Inline XBRL Document Set for the financial statements and accompanying notes in Part II, Item 8, “Financial Statements and Supplementary Data” of this Annual Report on Form 10-K.
104*	Inline XBRL for the cover page of this Annual Report on Form 10-K, included in the Exhibit 101 Inline XBRL Document Set.

________

* Filed herewith.

Item 16. Form 10-K Summary.

None.

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SIGNATURES

Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.

	General Enterprise Ventures, Inc.
Dated: July 30, 2024	By:	/s/ Joshua Ralston
		Joshua Ralston
		Chief Executive Officer and Chief Financial Officer

Pursuant to the requirements of the Securities Exchange Act of 1934, this report has been signed below by the following persons on behalf of the registrant and in the capacities and on the dates indicated.

Dated: July 30, 2024	By:	/s/ Joshua Ralston
		Joshua Ralston
		Chief Executive Officer and Chief Financial Officer

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