What changed in this filing

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Item 1. Financial Statements

2023-08-16 compared with 2023-05-15 · 144 added, 53 removed, 207 unchanged (49% of the section changed)

17 unchanged sentences

Stockholders' Equity

Convertible Series A Preferred Stock, par value $ 0.001 , authorized 10,000,000 shares, 10,000,000 shares issued and outstanding

Convertible Series C Preferred Stock, par value $ 0.001 , authorized 5,000,000 shares, 950,000 issued and outstanding, respectively

Common Stock par value $ 0.001 , authorized 1,000,000,000 shares, 94,245,388 and 93,945,388 shares issued and outstanding, respectively

Convertible Series A Preferred Stock, par value $ 0.0001 , authorized 10,000,000 shares,

10,000,000 shares issued and outstanding

Convertible Series C Preferred Stock, par value $ 0.0001 , authorized 5,000,000 shares,

800,000 and 950,000 issued and outstanding, respectively

Common Stock par value $ 0.0001 , authorized 1,000,000,000 shares,

97,545,388 and 93,945,388 shares issued and outstanding, respectively

Additional paid-in capital

Shares to be issued, subscription received

Accumulated deficit

7 unchanged sentences

Three Months Ended

Six Months Ended

Cost of revenue

1 unchanged sentence

General and administration

Management compensation

Professional fees

1 unchanged sentence

Loss from Operations

( 2,319,073 )

( 2,361,839 )

Other Income (Expense)

1 unchanged sentence

Total other expense

Loss from continuing operations before taxes

( 2,319,073 )

( 2,361,839 )

Provision for income taxes

Loss from continuing operations

$ ( 356,058 )

$ ( 2,319,073 )

$ ( 709,669 )

$ ( 2,361,839 )

Discontinued operations:

Income from discontinued operations

Income from discontinued operations, net of tax

Loss on disposition of digital currency and digital currency assets

Income (Loss) from discontinued operations, net of tax

$ ( 356,058 )

$ ( 2,321,103 )

$ ( 709,669 )

$ ( 2,350,853 )

Loss from continuing operations Per Common Share – Basic

Income from discontinuing operations Per Common Share– Basic

Income (Loss) from discontinuing operations Per Common Share– Basic

Net loss per common share - Basic

Loss from continuing operations Per Common Share – Diluted

Income from discontinuing operations Per Common Share– Diluted

Income (Loss) from discontinuing operations Per Common Share– Diluted

Net loss per common share - Diluted

4 unchanged sentences

Consolidated Statements of Change in Stockholders’ Equity (Deficit)

For the three months ended March 31, 2023

For the three and six months ended June 30, 2023

Convertible Series A

Convertible Series C

Total Stockholders'

Preferred stock

Stockholders'

Balance - December 31, 2022

3 unchanged sentences

$ ( 59,735,011 )

For the three months ended March 31, 2022

Shares to be issued, subscription received

Common stock issued for services

Conversion of Convertible Series C Preferred stock in Common stock

Balance - June 30, 2023

$ ( 60,091,069 )

For the three and six months ended June 30, 2022

Convertible Series A

Convertible Series C

Stockholders'

Preferred stock

Balance - December 31, 2021

3 unchanged sentences

( 56,503,322 )

Shares issued for acquisition of Mighty Fire Breakers

Conversion of Convertible Series C Preferred stock of Common stock

Stock based compensation

( 2,321,103 )

Balance - June 30, 2022

$ ( 58,824,425 )

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

1 unchanged sentence

Consolidated Statements of Cash Flows

Three Months Ended

Six Months Ended

Cash Flows from Operating Activities:

$ ( 709,669 )

$ ( 2,350,853 )

Adjustments to reconcile net loss to net cash used in operating activities:

Stock-based compensation

Loss on disposition of digital currency and digital currency assets

Impairment loss on digital assets

6 unchanged sentences

Accounts payable and accrued liabilities

Fixed cash payments related to operating leases

Net Cash Provided by (Used in) Operating Activities

Change in operating lease liability

Net cash used in Operating Activities

Cash Flows from Investing Activities:

Purchase of equipment

Net cash used in Investing Activities

Cash Flows from Financing Activities:

1 unchanged sentence

Repayment of loan- related party

Proceeds from stock subscription

Net cash provided by Financing Activities

7 unchanged sentences

Issuance of common stock for services

Issuance of Preferred C Stock for acquisition of Mighty Fire Breakers

Common stock issued upon conversion of Preferred C stock

Debt forgiveness - related party

Reclassification of due to related party to convertible note

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

1 unchanged sentence

Notes to Unaudited Consolidated Financial Statements

March 31, 2023

June 30, 2023

Note 1 – Nature of Operations and Going Concern

3 unchanged sentences

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 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.

12 unchanged sentences

The results of operations for such interim periods are not necessarily indicative of operations for a full year.

The accompanying unaudited interim financial statements should be read in conjunction with the financial statements and related notes included in the Company’s Annual Report on Form 10-K, for the year ended December 31, 2022, as filed with the SEC on March 31, 2023.

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 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 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.

3 unchanged sentences

The Company did not have any cash equivalents.

The Company had $ 63,529 and $ 55,434 cash equivalents at March 31, 2023 and December 31, 2022, respectively.

The Company had $ 86,144 and $ 55,434 cash equivalents at June 30, 2023 and December 31, 2022, respectively.

Inventories consist of raw materials which are stated at lower cost or net realizable value, with cost being determined on the weighted average method.

As of March 31, 2023, and December 31, 2022, the Company held inventories of $ 102,268 and $ 114,645 , respectively.

During the three months ended March 31, 2023, and 2022, the Company recorded cost of goods sold of $ 13,854 and $ 0 associated with the cost of inventories sold, respectively.

The Company did not write-off any inventories as unsalable during the three months ended March 31, 2023 and 2022.

As of June 30, 2023, and December 31, 2022, the Company held inventories of $ 103,736 and $ 114,645 , respectively.

During the six months ended June 30, 2023, and 2022, the Company recorded cost of goods sold of $ 18,747 and $ 0 associated with the cost of inventories sold, respectively.

The Company did not write-off any inventories as unsalable during the six months ended June 30, 2023, and 2022.

Property and Equipment

16 unchanged sentences

The Company’s financial instruments, including cash, prepaid expenses, inventory, accounts payable and accrued liabilities, and due to related party, are carried at amortized cost.

At March 31, 2023 and December 31, 2022, the carrying amounts of these instruments approximated their fair values because of the short-term nature of these instruments.

At June 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.

Related Parties

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

The Company follows ASC 850, “Related Party Disclosures,” 10).

Basic and Diluted Net Loss Per Common Share

1 unchanged sentence

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 months ended March 31, 2023, and 2022, the following common stock equivalents were excluded from the computation of diluted net loss per share as the result of the computation was anti-dilutive.

For the six months ended June 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.

Convertible notes

8 unchanged sentences

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:

Cost of revenue

Operating expenses:

Impairment loss

Total operating expenses

Income from discontinued operations

Note 3 – Equipment, net

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

At June 30, 2023 and December 31, 2022, equipment consisted of the following:

Furniture and equipment

1 unchanged sentence

Property and equipment, net

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

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

During the six months ended June 30, 2023, the Company recorded a depreciation of $ 531 .

During the six months ended June 30, 2022, the Company recorded a depreciation of $ 15,059 for digital currency equipment, which is included within the Company’s income from discontinued operations.

Note 4 – Acquisition

On April 13, 2022, the Company acquired MFB and all associated IP, in exchange for 1,000,000 Preferred C Shares and a 10 % royalty on the gross sales before taxes of products sold under the MFB family of products.

MFB has 19 patents centered around its CitroTech MFB 31 Technology for the prevention and spread of wildfires.

Its core products can be used for lumber treatments for fire prevention.

It has been widely tested and is currently in testing at 3 major us government agencies.

When CitroTech Science is sprayed and applied it takes flammable fuels like dry native vegetation and wood and makes them noncombustible.

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

Consideration:

Convertible Preferred C stock

Assets acquired and liabilities assumed:

Intangible assets

Operating lease right-of-use assets

Operating lease liabilities

Note 5 – Intangible Assets

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

The Company has capitalized the costs associated with acquiring the intellectual property of MFB at a value of $ 4,195,353 as of June 30, 2023, and December 31, 2022, respectively (see Note 4).

The amount capitalized consisted of a portion of the fair value of 1,000,000 shares of Convertible Preferred C stock of $ 4,200,000 .

During the three months ended March 31, 2023, no additional costs met the criteria for capitalization as an intangible asset.

During the six months ended June 30, 2023, no additional costs met the criteria for capitalization as an intangible asset.

Note 6 – Lease

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

Three Months Ended

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

Six Months Ended

Operating lease cost

4 unchanged sentences

Weighted-average discount rate — operating leases

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

2023 (remaining nine months)

Future minimum lease payments under the operating lease liability have the following non-cancellable lease payments as of June 30, 2023:

2023 (excluding the six months ended June 30, 2023)

Imputed interest

Operating lease liabilities

Operating lease liabilities -current

Operating lease liabilities- non-current

Note 7 – Convertible Note

1 unchanged sentence

At the sole option of the Lender, all or part of unpaid principal then outstanding may be converted into shares of common stock at any time starting from 24 hours after payment at a fixed conversion price of $ 0.18 per share.

As of March 31, 2023, following is the summary of funds received from the lender:

As of June 30, 2023, following is the summary of funds received from the lender:

Maturity date

August 11, 2022

February 11, 2023

September 2, 2022

March 2, 2023

April 1, 2023

Due on demand

Total Convertible notes

1 unchanged sentence

Long -term portion

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.

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 reclassed to convertible note for $ 19,000 .

During the six months ended June 30, 2023, the Company recognized $ 759 interest.

As of June 30, 2023, and December 31, 2022, the Company owed principal of $ 54,000 and $ 35,000 and accrued interest of $ 1,015 and $ 255 , respectively.

Note 8 – 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.

Preferred Shares

3 unchanged sentences

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.

Issued and outstanding Convertible Series A Preferred stock as of June 30, 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 $ 0.0001 .

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 March 31, 2023 and December 31, 2022, were 950,000 , respectively.

Issued and outstanding Convertible Series A Preferred stock as of June 30, 2023 and December 31, 2022, were 800,000 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 to be issued to the vendor of MFB as consideration for the acquisition of the entity (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.

Common Shares

1 unchanged sentence

Each common stock entitles the holder to one vote, in person or proxy, on any matter on which action of the stockholders of the corporation is sought.

As of March 31, 2023, 70,000,000 shares issued to a member of the board of directors and President of the Company are restricted (the “Restricted Stock Award”) and shall be released only upon the Company achieving gross revenue in each of the calendar years ended December 31, 2023, 2024, 2025 and 2026, of not less than $100,000,000.

As of June 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.

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

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

During the six months ended June 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 six months ended June 30, 2023, the company issued 600,000 shares of common stock for services valued at $ 146,850 .

As of June 30, 2023, and December 31, 2022, issued and outstanding Common shares were 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 months ended March 31, 2023:

Three Months Ended

March 31, 2023

Set out below is a summary of the changes in the Restricted Shares during the six months ended June 30, 2023:

Six Months Ended

June 30, 2023

Weighted -Average Grant Price

Balance, December 31, 2022

Balance, March 31, 2023

Balance, June 30, 2023

Note 9 – Subscription Received – Shares to be issued

During the six months ended June 30,2023, the Company received subscriptions of $ 179,600 for 74,833 shares of Convertible Series C Preferred Stock.

As of June 30, 2023, 74,833 shares of Convertible Series C Preferred stock for a value of $ 179,600 were yet to be issued.

Note 10 – Related Party Transactions

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

During the three months ended March 31, 2023, and 2022, a related party advanced to the Company an amount of $ 185,000 and $ 55,000 and paid $ 49,052 and $ 40,171 for operating expenses on behalf of the Company, respectively.

During the three months ended March 31,2023 and 2022, the Company repaid $ 0 and $ 47,323 owing of the loan.

During the three months ended March 31, 2023, the Company paid $ 45,000 consulting to an entity under common control of a related party and $ 40,000 commission to a related party.

As of March 31, 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 and $ 899,153 , respectively.

During the six months ended June 30, 2022, our former officer forgave $ 9,355 in accrued salary and the Company recognized it as additional paid-in-capital.

During the six months ended June 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 April 1, 2023, the holder of convertible note paid $ 19,000 to the Company and it was recorded as an advance from a related party.

During the six-month ended June 30,2023, the Company recognized the error, and the related party account was adjusted accordingly.

During the six months ended June 30,2023 and 2022, a related party advanced to the Company an amount of $ 275,000 and $ 429,484 for working capital propose, respectively.

During the six months ended June 30, 2023, and 2022, a related party advanced to the Company an amount of $ 200,836 and $ 58,231 for operating expenses on behalf of the Company, respectively.

During the six months ended June 30,2023 and 2022, the Company repaid $ 0 and $ 55,720 owing to the loan, respectively.

During the six months ended June 30, 2023 and 2022 the Company paid $ 104,000 and $ 0 as consulting fee to an entity under common control of a related party and $ 80,000 and $ 0 as commission to a related party.

As of June 30, 2023, and December 31, 2022, the Company was obliged to related parties, for unsecured, non-interest-bearing demand loans with a balance of $ 1,355,989 and $ 899,153 , respectively.

Note 11 – Commitments and Contingencies

3 unchanged sentences

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.

On April 20,2023, the Company issued 300,000 shares of common stock for second and third commitment and it was valued based on valuation of common stock price on issuance date for amount of $ 60,000 .

As of June 30, 2023, the Company settled its commitment for consulting services through the end of the agreement (August 9,2023).

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

On July 13, 2023, The Company entered into an amendment to lease agreement by extension the period from August 1, 2023, for two years and increased the monthly lease to $5,200 for first year and $5,400 for second year .

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 Series C Preferred Shares which the Board of Directors of the Company may determine at its discretion.

Note 12 – Subsequent Events

1 unchanged sentence

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.

On June 7, 2023, the Company entered into a promissory note agreement with a borrower for the amount of $120,000, in terms of twelve months and interest rate of 5% per annum.

The Company paid $120,000 to the borrower on July 3, 2023.

Compared sentence by sentence after normalising whitespace, quotation marks, case and digits, so re-formatting and restated figures do not read as changed language. Wording changes appear as one removal and one addition. The current filing and the prior one are authoritative.

What changed 10-Q

Item 1. Financial Statements