UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

Form 10-Q

(Mark One)

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

	For the quarterly period ended: ~~March 31,~~September 30, 2023

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

	For the transition period from ___________ to ___________

Commission File Number: ~~033-55254-38~~000-56567

General Enterprise Ventures, Inc.

(Exact name of registrant as specified in its charter)

Wyoming		87-2765150
(State or other jurisdiction of incorporation or organization)		(IRS 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)

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

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

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

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

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

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

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

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

Indicate the number of shares outstanding of each of the issuer’s classes of common stock, as of the latest practicable date.

~~97,245,388~~97,545,388 shares of common stock issued and outstanding as of ~~May 15,~~November 13, 2023.

TABLE OF CONTENTS

Table of Contents

PART I - FINANCIAL INFORMATION

Item 1. Financial Statements

General Enterprise Ventures, Inc.

Consolidated Balance Sheets

(Unaudited)

	March 31,			December 31,			September 30,			December 31,
	2023			2022			2023			2022
Assets
Current Assets
Cash	$	63,529		$	55,434		$	565,867		$	55,434
Prepaid expenses		6,540			240			14,830			240
Accounts receivable								182,308			-
Inventory		102,268			114,645			184,678			114,645
Total Current Assets		172,337			170,319			947,683			170,319

Intangible assets		4,195,353			4,195,353			4,195,353			4,195,353
Operating lease right-of-use asset		24,773			39,367			148,974			39,367
Equipment, net		4,283			4,547			5,907			4,547
Total Assets	$	4,396,746		$	4,409,586		$	5,297,917		$	4,409,586

Liabilities and Stockholders' Equity
Current liabilities
Accounts payable and accrued liabilities	$	121,861		$	87,398		$	62,156		$	87,398
Convertible note payable		35,000			35,000
Due to related party		1,133,205			899,153
Promissory note								120,000			-
Convertible notes payable								54,000			35,000
Due to related parties								1,407,681			899,153
Operating lease liability - current portion		24,773			39,367			78,250			39,367
Total Current Liabilities		1,314,839			1,060,918			1,722,087			1,060,918

Operating lease liability								70,924			-

Total Liabilities		1,314,839			1,060,918			1,793,011			1,060,918

Stockholders' Equity
Convertible Series A Preferred Stock, par value $0.001, authorized 10,000,000 shares, 10,000,000 shares issued and outstanding		10,000			10,000
Convertible Series C Preferred Stock, par value $0.001, authorized 5,000,000 shares, 950,000 issued and outstanding, respectively		950			950
Common Stock par value $0.001, authorized 1,000,000,000 shares, 94,245,388 and 93,945,388 shares issued and outstanding, respectively		94,245			93,945
Convertible Series A Preferred Stock, par value $0.0001, authorized 10,000,000 shares, 10,000,000 shares issued and outstanding								1,000			1,000
Convertible Series C Preferred Stock, par value $0.0001, authorized 5,000,000 shares, 2,273,499 and 950,000 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		62,711,723			62,625,173			72,427,996			62,719,578
Common Stock to be issued -500,000 shares								180,000			-
Accumulated deficit		(59,735,011	)		(59,381,400	)		(69,114,072	)		(59,381,400	)
Total Stockholders' Equity		3,081,907			3,348,668			3,504,906			3,348,668
Total Liabilities and Stockholders' Equity	$	4,396,746		$	4,409,586		$	5,297,917		$	4,409,586

See the accompanying Notes, which are an integral part of these unaudited consolidated financial statements.

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General Enterprise Ventures, Inc.

Consolidated Statements of Operations

(Unaudited)

	Three Months Ended						Three Months Ended						Nine Months Ended
	March 31,						September 30,						September 30,
	2023			2022			2023			2022			2023			2022

Revenue	$	55,595		$	-		$	174,710		$	19,033		$	258,660		$	60,501
Cost of revenue		13,854			-			39,883			1,798			58,630			1,798
Gross Profit		41,741			-			134,827			17,235			200,030			58,703

Operating Expenses
General and administration		99,784			2,595			146,562			202,441			361,028			283,282
Depreciation		264			-
Management stock-based compensation								180,000			-			180,000			2,100,000
Stock-based professional fees - related party								8,640,000			-			8,640,000			-
Professional fees		295,129			40,171			189,508			111,783			749,155			334,249
Total operating expenses		395,177			42,766			9,156,070			314,224			9,930,183			2,717,531

Loss from Operations		(353,436	)		(42,766	)		(9,021,243	)		(296,989	)		(9,730,153	)		(2,658,828	)

Other Income (Expense)
Other Expense
Interest expense		(175	)		-			(1,760	)		(76	)		(2,519	)		(76	)
Total other expense		(175	)		-			(1,760	)		(76	)		(2,519	)		(76	)

Loss from continuing operations before taxes								(9,023,003	)		(297,065	)		(9,732,672	)		(2,658,904	)

Provision for income taxes								-			-			-			-
Loss from continuing operations	$	(353,611	)	$	(42,766	)	$	(9,023,003	)	$	(297,065	)	$	(9,732,672	)	$	(2,658,904	)

Discontinued operations:
Income from discontinued operations	$	-		$	13,016		$	-		$	-		$	-		$	13,016
Loss on disposition of digital currency and digital currency assets								-			-			-			(2,030	)
Income from discontinued operations, net of tax	$	-		$	13,016		$	-		$	-		$	-		$	10,986

Net Loss	$	(353,611	)	$	(29,750	)	$	(9,023,003	)	$	(297,065	)	$	(9,732,672	)	$	(2,647,918	)

Loss from continuing operations Per Common Share – Basic	$	(0.00	)	$	(0.00	)
Income from discontinuing operations Per Common Share– Basic	$	(0.00	)	$	0.00
Net loss per common share - Basic	$	(0.00	)	$	(0.00	)
Loss from continuing operations per Common Share – Basic and diluted							$	(0.09	)	$	(0.00	)	$	(0.10	)	$	(0.05	)
Income from discontinuing operations per Common Share – Basic and diluted							$	-		$	0.00		$	-		$	0.00
Net loss per common share – Basic and diluted							$	(0.09	)	$	(0.00	)	$	(0.10	)	$	(0.05	)

Loss from continuing operations Per Common Share – Diluted	$	(0.00	)	$	(0.00	)
Income from discontinuing operations Per Common Share– Diluted	$	(0.00	)	$	0.00
Net loss per common share - Diluted	$	(0.00	)	$	(0.00	)
Basic Weighted Average Number of Common Shares Outstanding		94,165,388			22,945,388
Diluted Weighted Average Number of Common Shares Outstanding		113,165,388			22,945,388
Basic and Diluted Weighted Average Number of Common Shares Outstanding								97,545,388			93,945,388			96,366,267			51,575,425

See the accompanying Notes, which are an integral part of these unaudited consolidated financial statements.

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General Enterprise Ventures, Inc.

Consolidated Statements of Change in Stockholders’ Equity (Deficit)

(Unaudited)

For the ~~three months~~Three and Nine Months ended ~~March 31,~~September 30, 2023

	Convertible Series A				Convertible Series C								Additional					Total			Convertible Series A				Convertible Series C										Preferred Stock			Common Stock		Additional						Total Stockholders'
	Preferred stock				Preferred stock				Common Stock				Paid-In		Accumulated			Stockholders'			Preferred stock				Preferred stock						Common Stock				to be			to be		Paid-In			Accumulated			Equity
	Shares		Amount		Shares		Amount		Shares		Amount		Capital		Deficit			Equity			Shares		Amount		Shares			Amount			Shares		Amount		issued			issued		Capital			Deficit			(Deficit)

Balance - December 31, 2022		10,000,000	$	10,000		950,000	$	950		93,945,388	$	93,945	$	62,625,173	$	(59,381,400	)	$	3,348,668			10,000,000	$	1,000		950,000		$	95			93,945,388	$	9,395	$	-		$	-	$	62,719,578		$	(59,381,400	)	$	3,348,668

Common stock issued for services		-		-		-		-		300,000		300		86,550		-			86,850			-		-		-			-			300,000		30		-			-		86,820			-			86,850
Net loss		-		-		-		-		-		-		-		(353,611	)		(353,611	)		-		-		-			-			-		-		-			-		-			(353,611	)		(353,611	)
Balance - March 31, 2023		10,000,000	$	10,000		950,000	$	950		94,245,388	$	94,245	$	62,711,723	$	(59,735,011	)	$	3,081,907			10,000,000	$	1,000		950,000		$	95			94,245,388	$	9,425		-			-	$	62,806,398		$	(59,735,011	)	$	3,081,907

Subscription received - shares to be issued																						-		-		-			-			-		-		179,600			-		-			-			179,600
Common stock issued for services																						-		-		-			-			300,000		30		-			-		59,970			-			60,000
Conversion of Convertible Series C Preferred stock in Common stock																						-		-		(150,000	)		(15	)		3,000,000		300		-			-		(285	)		-			-
Net loss																						-		-		-			-			-		-		-			-		-			(356,058	)		(356,058	)
Balance - June 30, 2023																						10,000,000		1,000		800,000			80			97,545,388		9,755		179,600			-		62,866,083			(60,091,069	)		2,965,449

Common stock to be issued - management																						-		-		-			-			-		-		-			180,000		-			-			180,000
Issuance Series C Preferred stock related to subscription																						-		-		74,833			7			-		-		(179,600	)		-		179,593			-			-
Issuance Series C Preferred stock in cash																						-		-		198,666			20			-		-		-			-		727,980			-			728,000
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																						-		-		-			-			-		-		-			-		-			(9,023,003	)		(9,023,003	)
Balance - September 30, 2023																						10,000,000	$	1,000		2,273,499		$	227			97,545,388	$	9,755	$	-		$	180,000	$	72,427,996		$	(69,114,072	)	$	3,504,906

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For the ~~three months~~Three and Nine Months ended ~~March 31,~~September 30, 2022

																	Convertible Series A				Convertible Series C										Additional						Total Stockholders'
	Convertible Series A								Additional					Total Stockholders'			Preferred stock				Preferred stock						Common Stock				Paid-In			Accumulated			Equity
	Preferred stock				Common Stock				Paid-In		Accumulated			Equity			Shares		Amount		Shares			Amount			Shares		Amount		Capital			Deficit			(Deficit)
	Shares		Amount		Shares		Amount		Capital		Deficit			(Deficit)
Balance - December 31, 2021		10,000,000	$	10,000		22,945,388	$	22,945	$	56,387,768	$	(56,473,572	)	$	(52,859	)		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			-		-		-			-			-		-		9,355			-			9,355
Net loss		-		-		-		-		-		(29,750	)		(29,750	)		-		-		-			-			-		-		-			(29,750	)		(29,750	)
Balance - March 31, 2022		10,000,000	$	10,000		22,945,388	$	22,945	$	56,397,123	$	(56,503,322	)	$	(73,254	)		10,000,000		1,000		-			-			22,945,388		2,295		56,426,773			(56,503,322	)		(73,254	)

Shares issued for acquisition of Mighty Fire Breakers																		-		-		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																		-		-		-			-			-		-		-			(2,321,103	)		(2,321,103	)
Balance - June 30, 2022																		10,000,000		1,000		950,000			95			93,945,388		9,395	$	62,719,578			(58,824,425	)		3,905,643

Net loss																		-		-		-			-			-		-		-			(297,065	)		(297,065	)
Balance - September 30, 2022																		10,000,000	$	1,000		950,000		$	95			93,945,388	$	9,395	$	62,719,578		$	(59,121,490	)	$	3,608,578

See the accompanying Notes, which are an integral part of these unaudited consolidated financial statements.

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General Enterprise Ventures, Inc.

Consolidated Statements of Cash Flows

(Unaudited)

	Three Months Ended						Nine Months Ended
	March 31,						September 30,
	2023			2022			2023			2022

Cash Flows from Operating Activities:
Net loss	$	(353,611	)	$	(29,750	)	$	(9,732,672	)	$	(2,647,918	)
Adjustments to reconcile net loss to net cash used in operating activities:
Stock-based compensation		86,850			-			8,966,850			2,100,000
Loss on disposition of digital currency and digital currency assets								-			2,030
Impairment loss on digital assets		-			6,125			-			6,125
Non-cash lease expense		15,000			-			52,058			29,647
Depreciation and amortization		264			15,059			871			15,326
Changes in operating assets and liabilities:
Accounts receivable								(182,308	)		-
Inventory		12,377			-			(70,033	)		(114,413	)
Contribution inventory - related party								14,460			-
Digital currency		-			374			-			374
Prepaid expense		(6,300	)		-			(14,590	)		(5,190	)
Related party advances funding operating expense		49,052			40,171			222,529			97,819
Accounts payable and accrued liabilities		34,463			1,545			(25,243	)		34,469
Fixed cash payments related to operating leases		(15,000	)		-
Net Cash Provided by (Used in) Operating Activities		(176,905	)		33,524
Operating lease liabilities								(51,858	)		(25,000	)
Net Cash used in Operating Activities								(819,936	)		(506,731	)

Cash Flows from Investing Activities:
Purchase of equipment								(2,231	)		(5,350	)
Net Cash used in Investing Activities								(2,231	)		(5,350	)

Cash Flows from Financing Activities:
Proceed from convertible note								-			35,000
Proceeds from loan - related party		185,000			55,000			305,000			584,484
Repayment of loan- related party		-			(47,323	)		-			(55,720	)
Net Cash Provided by Financing Activities		185,000			7,677
Proceed from issuance Series C Preferred Stock								907,600			-
Proceeds from promissory note								120,000			-
Net Cash provided by Financing Activities								1,332,600			563,764

Change in cash		8,095			41,201			510,433			51,683
Cash, beginning of period		55,434			5,469			55,434			5,469
Cash, end of period	$	63,529		$	46,670		$	565,867		$	57,152

Supplemental Disclosure Information:
Cash paid for interest	$	-		$	-		$	-		$	-
Cash paid for taxes	$	-		$	-		$	-		$	-

Non-Cash Financing Disclosure:
Issuance of common stock for services	$	86,850		$	-		$	146,850		$	-
Issuance of Series C Preferred C stock for acquisition of Mighty Fire Breakers							$	-		$	4,200,000
Common stock issued upon conversion of Preferred C stock							$	300		$	1,000
Debt forgiveness - related party	$	-		$	9,355		$	-		$	9,355
Reclassification of due to related party to convertible note							$	19,000		$	-
Contribution inventory - related party							$	14,460		$	-
Issuance Series C Preferred stock for services -related party							$	8,640,000		$	-
Initial recognition of right-of-use assets and lease liabilities obtained							$	161,665		$	-

See the accompanying Notes, which are an integral part of these unaudited consolidated financial statements.

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General Enterprise Ventures, Inc.

Notes to Unaudited Consolidated Financial Statements

~~March 31,~~September 30, 2023

Note 1 – Nature of Operations and Going Concern

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

Business

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

Going Concern

The accompanying unaudited interim 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.

Note 2 – Summary of Significant Accounting Policies

Basis of Presentation

The accompanying unaudited interim consolidated financial statements have been prepared in accordance with generally accepted accounting principles in the United States of America for interim financial information and with the instructions to Form 10-Q and Regulation S-X. Accordingly, the unaudited interim financial statements do not include all of the information and footnotes required by generally accepted accounting principles for complete financial statements.

In the opinion of management, all adjustments consisting of normal recurring entries necessary for a fair statement of the periods presented for: (a) the financial position; (b) the result of operations; and (c) cash flows, have been made in order to make the unaudited interim financial statements presented not misleading. The results of operations for such interim periods are not necessarily indicative of operations for a full year. The accompanying unaudited interim consolidated financial statements should be read in conjunction with the consolidated financial statements and related notes included in the Company’s Annual Report on Form 10-K, for the year ended December 31, 2022, as filed with the SEC on March 31, 2023.

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.

Use of Estimates

The preparation of consolidated financial statements in conformity with accounting principles generally accepted in the United States of America (“GAAP”) requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements. The estimates and judgments will also affect the reported amounts for certain expenses during the reporting period. Actual results could differ from these good faith estimates and judgments.

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Cash and Cash Equivalents

For purposes of balance sheet presentation and reporting of cash flows, the Company considers all unrestricted demand deposits, money market funds and highly liquid debt instruments with an original maturity of less than 90 days to be cash and cash equivalents. The Company did not have any cash equivalents. The Company had ~~$63,529~~$565,867 and $55,434 ~~cash equivalents~~ at ~~March 31,~~September 30, 2023 and December 31, 2022, respectively.

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.

For the nine months ended September 30, 2023 and 2022, the Company recorded share-based compensation of $8,966,850 and $2,100,000, respectively. See Note 9 – Stockholders’ Equity for more detail.

Inventory

Inventories consist of raw materials which are stated at lower cost or net realizable value, with cost being determined on the weighted average method. As of ~~March 31,~~September 30, 2023, and December 31, 2022, the Company held inventories of ~~$102,268~~$184,678 and $114,645, respectively.

During the ~~three~~nine months ended ~~March 31,~~September 30, 2023, and 2022, the Company recorded cost of goods sold of ~~$13,854~~$58,630 and $0$1,798 associated with the cost of inventories sold, respectively. The Company did not write-off any inventories as unsalable during the ~~three~~nine months ended ~~March 31,~~September 30, 2023 and 2022.

Property and Equipment

Property and equipment are stated at cost. Depreciation is computed on the straight-line method. Currently our assets consist solely of furniture and equipment which we amortize over a useful life of 5 years.

Maintenance and repairs are charged to expense as incurred. Improvements of a major nature are capitalized. At the time of retirement or other disposition of property and equipment, the cost and accumulated depreciation are removed from the accounts and any gains or losses are reflected in income.

Long-lived assets are evaluated for impairment whenever events or changes in business circumstances indicate that the carrying amount of the assets may not be fully recoverable or that the useful lives of these assets are no longer appropriate. Each impairment test is based on a comparison of the undiscounted future cash flows to the recorded value of the asset. If impairment is indicated, the asset is written down to its estimated fair value.

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, prepaid expenses, accounts receivable, inventory, accounts payable and accrued liabilities, and due to related party, are carried at amortized cost. At ~~March 31,~~September 30, 2023 and December 31, 2022, the carrying amounts of these instruments approximated their fair values because of the short-term nature of these instruments.

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Related Parties

The Company follows ASC 850, ~~“Related~~“Related Party Disclosures,” for the identification of related parties and disclosure of related party ~~transactions (see Note 8).~~transactions.

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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 ~~three~~nine months ended ~~March 31,~~September 30, 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.

March 31,

March 31,

2023

2022

Convertible notes

194,444

-

	September 30,		September 30,
	2023		2022
	Shares		Shares
Convertible notes		300,000		194,444
Convertible Series C Preferred Stock		19,382,149		550,183

Revenue

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

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

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 nine months ended September 30,2023 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.

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Note 2 – Discontinued Operations

Crypto mining

On April 1, 2022, the Company implemented a plan to divest its crypto mining operations to focus its resources on ~~the MFB~~Mighty Fire Breaker, LLC (“MFB”) acquisition (see Note 3)4). 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.

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

	April 1,
	2022
Revenue	$	46,976
Cost of revenue		27,835
Gross Profit		19,141

Operating expenses:
Impairment loss		6,125
Total operating expenses		6,125

Income from discontinued operations	$	13,016

Note 3 – Equipment, net

At ~~March 31,~~September 30, 2023 and December 31, 2022, equipment consisted of the following:

	March 31,			December 31,			September 30,			December 31,
	2023			2022			2023			2022
Cost:
Furniture and equipment	$	5,350		$	5,350		$	7,582		$	5,350
Less: accumulated depreciation		(1,067	)		(803	)		(1,675	)		(803	)
Property and equipment, net	$	4,283		$	4,547
Equipment, net							$	5,907		$	4,547

During the ~~three~~nine months ended ~~March 31,~~September 30, 2023 and 2022, the Company recorded a depreciation of ~~$264.~~$871 and $267, respectively.

Note 4 – Acquisition

On April 13, 2022, the Company acquired Mighty Fire Breaker LLC ("MFB”), in exchange for 1,000,000 shares of Series C Convertible Preferred Stock. MFB was formed to hold intellectual property pertaining to the fire suppression segment of the environmental industry, which included patents and patents pending,

MFB has 19 patents centered around its CitroTech MFB 31 Technology for the prevention and spread of wildfires. Its core products can be used for lumber treatments for fire prevention. It has been widely tested and is currently in testing at 3 major us government agencies. When CitroTech Science is sprayed and applied it takes flammable fuels like dry native vegetation and wood and makes them noncombustible.

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~~During~~The following table summarizes the ~~three months ended March 31, 2022,~~consideration paid for MFB and the ~~Company recorded a depreciation~~amounts of ~~$15,059 for digital currency equipment, which is included within~~ the ~~Company’s income from discontinued operations.~~assets acquired, and liabilities assumed at the acquisition date of April 13, 2022:

Consideration:
Convertible Preferred C 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 45 – Intangible Assets

The Company has capitalized the costs associated with acquiring the intellectual property of MFB at a value of $4,195,353 as of ~~March 31,~~September 30, 2023, and December 31, 2022, respectively.

The amount capitalized consisted of a portion of the fair value of 1,000,000 shares of Convertible Preferred C stock ofvalued at $4,200,000. During the ~~three~~nine months ended ~~March 31,~~September 30, 2023, no additional costs met the criteria for capitalization as an intangible asset.

Note 56 – Lease

On April 13, 2022, the Company obtained a lease agreement for period of eighteen months to be expired on August 31, 2023. On July 13, 2023, the Company entered into an amendment to lease agreement for a two-year term. In accordance with ASC 842, the Company recognized operating lease ROU assets and lease liabilities as follows:

The following summarizes ~~right-of-use~~right-of use asset and lease information about the Company’s operating lease as of ~~March 31,~~September 30, 2023:

	Three Months Ended			Nine Months Ended
	March 31,			September 30,
	2023			2023			2022
Lease cost:
Operating lease cost	$	15,000		$	58,482		$	25,000

Other information:
Cash paid for operating cash flows from operating leases	$	15,000		$	58,232		$	31,500
Right -of-use assets obtained upon acquisition	$	81,967		$	161,665		$	81,967

Weighted-average remaining lease term - operating leases (year)		0.42			1.84			0.92
Weighted-average discount rate — operating leases		5.50	%		6.5	%		5.5	%

	September 30,		December 31,
	2023		2022
Operating lease ROU asset	$	148,974	$	39,367

	September 30,		December 31,
	2023		2022
Operating lease liabilities:
Current portion		78,250	$	39,367
Non-current portion		70,924		-
	$	149,174	$	39,367

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Future minimum lease payments under ~~the~~ operating ~~lease liability have the following non-cancellable lease payments~~leases at September 30, 2023 were as ~~of March 31, 2023:~~follows:

2023 (remaining nine months)	$	25,000
Year ended December 31,
2023 (excluding the nine months ended September 30, 2023)				$	21,198
2024					85,792
2025					50,862
Thereafter		-			-
		25,000			157,852
Less: Imputed interest		(227	)		(8,678	)
Operating lease liabilities	$	24,773		$	149,174

Operating lease liabilities - current	$	24,773
Operating lease liabilities- non-current	$	-

Note 67 – Convertible Note

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

	Principal		Maturity	Interest						Principal			Interest
Payment date	Amount		date	Rate			Balance			Amount		Maturity date	Rate			Balance
August 11, 2022	$	18,000	2/11/2023		2	%	$	18,000		$	18,000	February 11, 2023		2	%		18,000
September 2, 2022	$	17,000	3/2/2023		2	%		17,000		$	17,000	March 2, 2023		2	%		17,000
April 1, 2023										$	19,000	Due on demand		2	%		19,000
Total Convertible notes							$	35,000								$	54,000
Current portion								(35,000	)								(54,000	)
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 nine months ended September 30, 2023 and 2022, the Company recognized $1,035 and $76 interest, respectively. As of September 30, 2023, and December 31, 2022, the Company owed principal of $54,000 and $35,000 and accrued interest of $1,291 and $255, respectively.

Note 8 – 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. The Company received $120,000 from the lender on July 3, 2023. During the nine months ended September 30, 2023, the Company recognized $1,483 interest. As of September 30, 2023, the Company owed principal of $120,000 and accrued interest of $1,483.

Note 9 – Stockholders’ Equity

On June 29, 2023, the Board of Directors and stockholders of the Company approved an amended and restated certificate of incorporation effective a change in par value from $0.001 to $0.0001 per share of Common and Preferred Stock. All issued and outstanding Common and Preferred Stock contained in the consolidated financial statements have been retroactively corrected to reflect this change in par value for all periods presented.

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

~~Note 7 – Stockholders’ Equity~~

Preferred Shares

The Company’s preferred shares consist of the following:

Series A Preferred Stock

The Company has authorized 10,000,000 shares of Convertible Series A Preferred Stock, par value $0.0001. The Series A Preferred Stock are convertible into common stock of the Corporation at a conversion rate of one thousand (1,000) shares of common stock and entitled to one thousand (1,000) votes of common stock for each share of Series A Preferred Stock. The holders of the Convertible Series A Preferred Stock shall not be entitled to receive dividends. Issued and outstanding Convertible Series A Preferred stock as of September 30, 2023, and December 31, 2022, was 10,000,000.

Series C Preferred Stock

The Company has authorized 5,000,000 authorized shares of non-voting Convertible Series C Preferred Stock, par value $0.0001. The Series C Preferred Stock shares are convertible into common stock of the Corporation at a conversion rate of one (1) Preferred C share for twenty (20) shares of common stock. Issued and outstanding Convertible Series A Preferred stock as of September 30, 2023 and December 31, 2022, were 2,273,499 and 950,000, respectively.

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 4). 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 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 Series C Preferred Stock into 3,000,000 shares of the Company’s common shares.

During the nine months ended September 30, 2023, the Company issued 273,499 shares of Convertible Series C Preferred Stock in connection with subscription agreements signed with investors during the months of May, June and August 2023 at price of $2,40 and $4.00 per share for total amount of $907,600.

During the nine months ended September 30, 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.

10,000,000 authorized shares of Convertible Series A Preferred Stock, par value $0.001. The Series A Preferred Stock are convertible into common stock of the Corporation at a conversion rate of one thousand (1,000) shares of common stock and entitled to one thousand (1,000) votes of common stock for each share of Series A Preferred Stock. The holders of the Convertible Series A Preferred Stock shall not be entitled to receive dividends. Issued and outstanding Convertible Series A Preferred stock as of March 31, 2023, and December 31, 2022, was 10,000,000, respectively.

5,000,000 authorized shares of non-voting Convertible Series C Preferred Stock, par value $0.001. The Series C Preferred Stock shares are convertible into common stock of the Corporation at a conversion rate of one (1) Preferred C share for twenty (20) shares of common stock. Issued and outstanding Convertible Series A Preferred stock as of March 31, 2023 and December 31, 2022, were 950,000, respectively.

Common Shares

The Company has authorized 1,000,000,000 shares of common stock with a par value of ~~$0.001.~~$0.0001. Each common stock entitles the holder to one vote, in person or proxy, on any matter on which action of the stockholders of the corporation is sought.

As of ~~March 31,~~September 30, 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.

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During the ~~three~~nine months ended ~~March 31,~~September 30, 2023 and 2022, the holder of the Convertible Series C Preferred Stock Converted 150,000 and 50,000 shares of the Company’s Series C Preferred Stock into 3,000,000 and 1,000,000 shares of the Company’s common shares, respectively.

During the nine months ended September 30, 2023, the company issued ~~300,000~~600,000 shares of common stock for services valued at ~~$86,850.~~$146,850.

~~Common shares issued and outstanding as~~

As of ~~March 31,~~September 30, 2023, and December 31, 2022, issued and outstanding Common shares were ~~94,245,388~~97,545,388 and 93,945,388, respectively.

Restricted Stock Award

On June 13, 2022, the Company issued a 70,000,000 Restricted Stock Award (“RSA”) to a member of the board of directors and President of the Company. Set out below is a summary of the changes in the Restricted Shares during the ~~three~~nine months ended ~~March 31,~~September 30, 2023:

	Three Months Ended
	March 31, 2023
	RSA		Weighted -Average Grant Price		RSA		Weighted -Average Grant Price
Balance, December 31, 2022		70,000,000	$	0.03		70,000,000	$	0.03
Granted		-		-		-		-
Vested		-		-		-		-
Forfeited		-		-		-		-
Balance, March 31, 2023		70,000,000	$	0.03
Balance, September 30, 2023						70,000,000	$	0.03

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 two independent directors for their board services in support of the Company. As of September 30, 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.

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Note 810 – Related Party Transactions

During the ~~three~~nine months ended ~~March 31,~~September 30, 2022, our former officer forgave $9,355 in accrued salary and the Company recognized it as additional paid-in-capital.

During the ~~three~~nine months ended ~~March 31,~~September 30, 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.

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 7).

During the nine months ended September 30, 2023 and 2022, a related party advanced to the Company an amount of ~~$185,000~~$305,000 and ~~$55,000~~$584,484 for working capital propose, respectively.

During the nine months ended September 30, 2023, and ~~paid $49,052~~2022, a related party advanced to the Company an amount of $222,529 and ~~$40,171~~$97,819 for operating expenses on behalf of the Company, respectively.

During the ~~three~~nine months ended ~~March 31,2023~~September 30, 2023 and 2022, the Company repaid $0 and ~~$47,323~~$55,720 owing ofto the ~~loan.~~loan, respectively.

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During the ~~three~~nine months ended ~~March 31,~~September 30, 2023 and 2022 the Company paid ~~$45,000~~$133,500 and $92,000 consulting fee to an entity under common control of a related party and ~~$40,000~~$122,500 and $59,500 commission to a related party.

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 November 1, 2022, the Company’s Board of Directors approved the issuance of 250,000 shares of common stock to each two independent directors for their board services in support of the Company. As of ~~March 31,~~September 30, 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.

As of September 30, 2023, and December 31, 2022, the Company was obliged to related parties, for unsecured, non-interest-bearing demand loans with a balance of ~~$1,133,205~~$1,407,681 and $899,153, respectively.

Note 911 – Commitments and Contingencies

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

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

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

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

Note 1012 – Concentration

During nine months ended September 30, 2023 and 2022, customer and supplier concentrations (more than 10%) were as follows:

Revenue

During the nine months ended September 30, 2023, one customer represented 66% of our revenue compared to four customers representing 75 % of our revenue for the nine months ended September 30, 2022.

Purchases

During the nine months ended September 30, 2023, one supplier represented 96% of our purchase compared to one supplier representing 97% of our purchase for the nine months ended September 30, 2022.

Accounts receivable

As of September 30, 2023, one customer represented 100% of our accounts receivable. As of December 31, 2022, the Company did not record any accounts receivable.

Note 13 – Subsequent Events

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

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

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

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.

Our ~~unaudited~~audited financial statements are stated in United States Dollars (USD) and are prepared in accordance with accounting principles generally accepted in the United States of America (“GAAP”). The following discussion should be read in conjunction with our financial statements and the related notes that appear elsewhere in this quarterly report. The following discussion contains forward-looking statements that reflect our plans, estimates and beliefs. Our actual results could differ materially from those discussed in the forward-looking statements. Factors that could cause or contribute to such differences include, but are not limited to, those discussed below and elsewhere in this quarterly report.

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

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

General Overview

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

On 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 ~~13, 2022,~~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.

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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.

On April 13, 2022, the Company acquired Mighty Fire Breaker LLC ~~and all associated IP,~~("MFB”), in exchange for 1,000,000 shares of Series C Convertible Preferred ~~C Shares.~~Stock. MFB was formed to hold intellectual property pertaining to the fire suppression segment of the environmental industry, which included patents and patents pending,

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

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

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Current Operations

Fully Integrated Services

Corporate changes

On April 13, 2022, ~~General Enterprise Ventures, Inc.~~the Company acquired Mighty Fire Breaker LLC ~~, an Ohio Limited Liability company (“~~ ("MFB”) ~~and all associated IP,~~, in exchange for 1,000,000 shares of Series C Convertible Preferred ~~C Shares~~Stock. MFB was formed to hold intellectual property pertaining to the fire suppression segment of the environmental industry, which included patents and ~~a 10% royalty on the gross sales before taxes of products sold under the MFB family of products.~~patents pending,. MFB has 1918 granted patents as well as 17 U.S. and worldwide patents pending centered around ~~its~~it’s CitroTech MFB 31 Technology for the prevention and spread of ~~wildfires.~~wildfires, mapping and tracking and other associated technologies. Its core products can be used ~~for~~as vegetation and lumber treatments for fire ~~prevention.~~prevention and is in development of uses for it’s green technologies. It has been widely tested and ~~is currently in testing at 3~~approved by three major usUS government agencies. When CitroTech ~~Science~~ is sprayed and applied it takes flammable fuels like dry native vegetation and wood and makes them ~~noncombustible.~~non-combustible. During the third quarter of 2022, ~~the company~~MFB received EPA Safer Choice status and UL Green-Guard Gold approval on its CitroTech fire ~~inhibitor. It~~inhibitor as well as California Aquatic approval as non-toxic and non-hazardous. MFB continues to pursue additional accreditations, such as USDA Missoula Testing approval, for selling products to ~~the government.~~governmental entities. Currently, ~~the Company’s subsidiary Mighty Fire Breaker LLC Ohio~~MFB is involved in installing large home and facility Proactive Wildfire Prevention ~~Systems.~~Systems as well as providing it’s products to various entities for proactive wildfire defense spraying. MFB continues to pursue and do business with retail chains selling both DIY home systems and its CitroTech non-toxic non-hazardous chemistry. On October 2^nd 2023 Mighty Fire Breaker LLC won the EPA Safer Choice Partner of the Year Award. The Company continues to work towards a revenue model and advancements in IP.

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

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

~~Results of Operations~~

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

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

Three Months Ended

March 31,

2023

2022

Change

Revenue

$ 55,595

$ -

$ 55,595

Operating expenses

395,177

42,766

352,411

Interest expense

175

-

175

Net loss from continuing operations

$ (353,611 )

$ (42,766 )

$ 408,006

Income from discontinued operations

-

13,016

(13,016 )

Net loss

$ (353,611 )

$ (29,750 )

$ (323,861 )

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Results of Operations
The following summary of our results of operations should be read in conjunction with our unaudited interim financial statements for the period ended September 30, 2023, which are included herein.
Our operating results for the three and nine months ended September 30, 2023 and 2022 and the changes between those periods for the respective items are summarized as follows:
Results of Operations for the three months ended September 30, 2023 and the three months ended September 30, 2022

Three Months Ended

September 30,

2023

2022

Change

Revenue

$ 174,710

$ 19,033

$ 155,677

Operating expenses

9,156,070

314,224

8,841,846

Other expense

1,760

76

1,684

Net loss

$ (9,023,003 )

$ (297,065 )

$ 8,997,523

Net loss

$ (9,023,003 )

$ (297,065 )

$ (8,725,938 )
Revenue

Our Company generated ~~$55,595~~$174,710 and $0$19,033 revenue for the three months ended ~~March 31,~~September 30, 2023 and 2022, respectively. The Company’s revenue is associated with revenue from MFB which ~~was~~ acquired intellectual property to fire suppression in April 2022.

Operating Expenses

Operating expenses consisted of $189,508 cash paid for professional fees and $146,562 for general and administrative expenses and non-cash stock-based compensation of $8,820,000 in the three months ended September 30, 2023. Whereas, for the three months ended September 30, 2022, we paid cash for professional fees of ~~$295,129, depreciation of $264~~$111,783 and general and administrative expenses of ~~$99,784~~$202,441 and had no stock-based compensation expenses.
The increase in operating expenses during the three-month period ended 2023, is due to the valuations of preferred and common stock issued to a consultant and directors of the Company, respectively, and using quoted closing common stock prices from the OTCMarkets. The Company issued 1,200,000 shares of Preferred C stock, for professional fees to a related party consultant, which is valued as if they are fully converted to 24 million shares of common stock on issuance, and based on closing stock prices resulted in an accounting valuation of $8,640,000. The Company issued 250,000 shares of common stock to each of the two directors of the Company and using quoted stock values resulted in a non-cash compensation expense of $180,000.
Other Expenses
For the three months ended ~~March 31,~~September 30, 2023 and 2022, the other expenses consisted of $1,760 and $76 interest related to convertible note payable, respectively.
Net Loss
As a result of the foregoing, we incurred a net loss of $9,023,003, for the three months ended September 30, 2023, compared to a net loss of $297,065 for the corresponding three months ended September 30, 2022.
19
Results of Operations for the nine months ended September 30, 2023 and the nine months ended September 30, 2022

Nine Months Ended

September 30,

2023

2022

Change

Revenue

$ 258,660

$ 60,501

$ 198,159

Operating expenses

9,930,183

2,717,531

7,212,652

Other expenses

2,519

76

2,443

Net loss from continuing operations

$ (9,732,672 )

$ (2,658,904 )

$ 7,467,643

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, net of tax

$ -

$ 10,986

$ (10,986 )

Net loss

$ (9,732,672 )

$ (2,647,918 )

$ (7,084,754 )
Revenue
Our Company generated $258,660 and $60,501 revenue for the nine months ended September 30,2023 and 2022, respectively. The Company’s revenue is associated with the commencement of revenue from MFB, which acquired intellectual property to fire suppression in April 2022.
Operating Expenses
Operating expenses consisted of $749,155 cash paid for professional fees and $361,028 for general and administrative expenses and non-cash stock-based compensation of $8,966,850 in the nine months ended September 30, 2023. Whereas, for the nine months ended September 30, 2022, we paid cash for professional fees of ~~$40,171~~$334,249 and general and administrative expenses of ~~$2,595~~$283,282 and calculated $2,100,00 in stock-based compensation expenses.
The increase in operating expenses during the ~~three~~period ended 2023, is due to the valuations of preferred and common stock issued to a consultant and directors of the Company, respectively, and using quoted closing prices from the OTCMarkets. The Company issued 1,200,000 shares of Preferred C stock, for professional fees to a related party consultant, which is valued as if it is fully converted to 24 million shares of Common stock on issuance, and based on closing prices, resulted in an accounting valuation of $8,640,000. The Company issued 250,000 common shares to each of the two directors of the Company using quoted values resulted in a non-cash stock-based compensation expense of $180,000. The 2022 stock-based compensation expenses were associated with the issuance of 70,000,000 restricted common stock units as compensation.
Other Expenses
For the nine months ended ~~March 31, 2022.~~September 30, 2023 and 2022, the other expenses consisted of $1,760 and $76 interest related to convertible note payable, respectively.

Discontinuing Operating Expenses

During the ~~three~~nine months ended ~~March 31,~~September 30, 2022, loss on discontinued operations of $2,030 was the result of a loss on disposition of the Company’s digital currency assets, including equipment and digital currency, against a note payable issued as consideration for the equipment when it was previously acquired.
During the nine months ended September 30, 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.~~operations.

Net Loss

As a result of the foregoing, we incurred a net loss of ~~$353,611,~~$9,732,672, for the ~~three~~nine months ended ~~March 31,~~September 30, 2023, compared to a net loss of ~~$29,750~~$2,647,918 for the corresponding ~~three~~nine months ended ~~March 31,~~September 30, 2022.
20

Liquidity and Capital Resources

March 31,

December 31,

September 30,

December 31,

2023

2022

Change

2023

2022

Change

Cash

$ 63,529

$ 55,434

$ 8,095

$ 565,867

$ 55,434

$ 510,433

Current Assets

$ 172,337

$ 170,319

$ 2,018

$ 947,683

$ 170,319

$ 777,364

Current Liabilities

$ 1,314,839

$ 1,060,918

$ 253,921

$ 1,722,087

$ 1,060,918

$ 661,169

Working Capital (Deficiency)

$ (1,142,502 )

$ (890,599 )

$ (251,903 )

$ (774,404 )

$ (890,599 )

$ 116,195

The increase in working capital ~~deficiency~~ in 2023 was primarily the result of ~~increases~~an increase in cash of $510,433, accounts ~~payable~~receivable of $182,308, inventory of $70,033 and ~~accrued liabilities~~prepaid expenses of ~~$34,463 and~~$14,590 offset by an increase due to related party of ~~$234,052.~~$508,528, promissory note of $120,000, convertible note of $19,000.

As of ~~March 31,~~September 30, 2023, and December 31, 2022, the current assets consisted primarily of cash of ~~$63,529~~$565,867 and $55,434, ~~and~~ inventory of ~~$102,268~~$184,678 and $114,645, accounts receivable of $182,308 and $0, and prepaid expenses of $14,830 and 240, respectively.

As of ~~March 31,~~September 30, 2023, and December 31, 2022, the current liabilities consisted of accounts payable and accrued liabilities of ~~$121,861~~$62,156 and $87,398, due to related party of ~~$1,133,205~~$1,407,681 and $899,153, convertible note of ~~$35,000~~$54,000 and $35,000, promissory note of $120,000 and $0 and current portion of operating lease liability of ~~$24,773~~$78,250 and $39,367, respectively.

Cash Flows

Three Months Ended

March 31,

2023

2022

Cash provided by (used in) operating activities

$ (176,905 )

$ 33,524

Cash provided by financing activities

$ 185,000

$ 7,677

Net Change in Cash

$ 8,095

$ 41,201

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Nine Months Ended

September 30,

2023

2022

Cash used in operating activities

$ (819,936 )

$ (506,731 )
Cash used in Investing Activities

$ (2,231 )

$ (5,350 )
Cash provided by financing activities

$ 1,332,600

$ 563,764

Net Change in Cash

$ 510,433

$ 51,683

Cash Flows from Operating Activities

We have not generated positive cash flows from operating activities. For the ~~three~~nine months ended ~~March 31,~~September 30, 2023, net cash flows used in operating activities ~~consisted~~was $819,936, consisting of a net loss of ~~$353,611,~~$9,732,672, reduced by stock-based compensation of ~~$86,850,~~$8,966,850, non-cash lease expenses of ~~$15,000,~~$52,058, depreciation ~~$264~~$871 and ~~reduced~~increased by ~~an increase in~~ changes in operating assets and liabilities of ~~$74,592.~~$107,043.

For the ~~three~~nine months ended ~~March 31,~~September 30, 2022, net cash flows ~~provided by~~used in operating activities ~~consisted~~was $506,731, consisting of a net loss of ~~$29,750,~~$2,647,918, reduced by management compensation of $2,100,000 associated with the issuance of 70,000,000 shares of common stock as compensation, loss on disposition of digital currency and digital currency assets of $2,030, impairment loss on digital assets of $6,125, depreciation of ~~$15,059, reduced~~$15,326, non-cash lease expenses of $29,647 and increased by ~~an increase in~~ changes in operating assets and liabilities of ~~$33,524.~~$11,941.
Cash Flows from Investing Activities
For the nine months ended September 30, 2023 and 202, the cash flows used in investing activities were $2,231 and $5,350, which was related to the purchase of equipment, respectively.

Cash Flows from Financing Activities

For the ~~three~~nine months ended ~~March 31,~~September 30, 2023, net cash provided by financing activities consisted of ~~$185,000~~$305,000 received from a related ~~party.~~party, $907,600 from preferred stock subscriptions and $120,000 from promissory note.

For the ~~three~~nine months ended ~~March 31,~~September 30, 2022 net cash provided by financing activities consisted of ~~$55,000~~$584,484 received from a related party, $35,000 from convertible note and ~~$47,323~~$55,720 repaid to a related party.
21

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.

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.

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 3. Quantitative and Qualitative Disclosures About Market Risk

As a “smaller reporting company”, we are not required to provide the information required by this Item.
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Item 4. Controls and Procedures

Evaluation of Disclosure Controls and Procedures

Our management is responsible for establishing and maintaining a system of disclosure controls and procedures (as defined in Rule 13a-15(e) and 15d-15(e) under the Exchange Act) that is designed to ensure that information required to be disclosed by us in the reports that we file or submit under the Exchange Act is recorded, processed, summarized and reported, within the time periods specified in the Commission’s rules and forms. Disclosure controls and procedures include, without limitation, controls and procedures designed to ensure that information required to be disclosed by an issuer in the reports that it files or submits under the Exchange Act is accumulated and communicated to the issuer’s management, including its principal executive officer or officers and principal financial officer or officers, or persons performing similar functions, as appropriate to allow timely decisions regarding required disclosure.

An evaluation was conducted under the supervision and with the participation of our management of the effectiveness of the design and operation of our disclosure controls and procedures as of ~~March 31,~~September 30, 2023. Based on that evaluation, our management concluded that our disclosure controls and procedures were not effective as of such date to ensure that information required to be disclosed in the reports that we file or submit under the Exchange Act, is recorded, processed, summarized and reported within the time periods specified in SEC rules and forms as a result of the following material weaknesses: (1) lack of a functioning audit committee, (2) lack of a majority of outside directors on our Board of Directors, resulting in ineffective oversight in the establishment and monitoring of required internal controls and procedures; (3) inadequate segregation of duties consistent with control objectives; and (4) management is dominated by one individual without adequate compensating controls.

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

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

Changes in Internal Controls

There have been no changes in our internal controls over financial reporting identified in connection with the evaluation required by paragraph (d) of Securities Exchange Act Rule 13a-15 or Rule 15d-15 that occurred in the period ended ~~March 31,~~September 30, 2023, that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.

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Table of Contents

PART II - OTHER INFORMATION

Item 1. Legal Proceedings

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

Item 1A. Risk Factors

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

Item 2. Unregistered Sales of Equity Securities and Use of Proceeds

None.

Item 3. Defaults Upon Senior Securities

None.

Item 4. Mine Safety Disclosures

Not Applicable.

Item 5. Other Information

None.

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Item 6. Exhibits

Exhibit
Number

Description
31.1*31.1/31.2*
~~Rule 13a-14(a)/15d-14(a)~~ Certification of Chief Executive Officer and Chief Financial Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002
32.1*32.1/32.2*
~~Section 1350~~ Certification of Chief Executive Officer and Chief Financial Officer Pursuant Section 906 Certifications under Sarbanes-Oxley Act of 2002
101*

Inline XBRL Document Set for the condensed financial statements and accompanying notes in Part I, Item 1, “Financial Statements” of this Quarterly Report on Form 10-Q.
104*

Inline XBRL for the cover page of this Quarterly Report on Form 10-Q, included in the Exhibit 101 Inline XBRL Document Set.
________
* Filed herewith.

1923
Table of Contents

SIGNATURES

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

General Enterprise Ventures, Inc.

(Registrant)

Dated: ~~May~~November 15, 2023

/s/ Joshua Ralston

Joshua Ralston

Chief Executive Officer and
Chief Financial Officer

2024

PART I - FINANCIAL INFORMATION

Item 1.	Financial Statements	3
Item 2.	Management’s Discussion and Analysis of Financial Condition and Results of Operations	1317
Item 3.	Quantitative and Qualitative Disclosures About Market Risk	1622
Item 4.	Controls and Procedures	1722

PART II - OTHER INFORMATION

Item 1.	Legal Proceedings	1823
Item 1A.	Risk Factors	1823
Item 2.	Unregistered Sales of Equity Securities and Use of Proceeds	1823
Item 3.	Defaults Upon Senior Securities	1823
Item 4.	Mine Safety Disclosures	1823
Item 5.	Other Information	1823
Item 6.	Exhibits	1923

SIGNATURES		2024

Exhibit Number		Description
31.131.1/31.2		~~Rule 13a-14(a)/15d-14(a)~~ Certification of Chief Executive Officer and Chief Financial Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002

32.132.1/32.2		~~Section 1350~~ Certification of Chief Executive Officer and Chief Financial Officer Pursuant Section 906 Certifications under Sarbanes-Oxley Act of 2002

101*		Inline XBRL Document Set for the condensed financial statements and accompanying notes in Part I, Item 1, “Financial Statements” of this Quarterly Report on Form 10-Q.

104*		Inline XBRL for the cover page of this Quarterly Report on Form 10-Q, included in the Exhibit 101 Inline XBRL Document Set.

		General Enterprise Ventures, Inc.
		(Registrant)

Dated: ~~May~~November 15, 2023		/s/ Joshua Ralston
		Joshua Ralston
		Chief Executive Officer and Chief Financial Officer