What changed in this filing

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Item 2. Management’s Discussion and Analysis

2023-08-16 compared with 2023-05-15 · 62 added, 32 removed, 65 unchanged (59% of the section changed)

20 unchanged sentences

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

On April 13, 2022, General Enterprise Ventures, Inc.

acquired Mighty Fire Breaker LLC and all associated IP, in exchange for 1,000,000 Preferred C Shares.

On April 13, 2022, the Company acquired Mighty Fire Breaker LLC and all associated intellectual property, in exchange for 1,000,000 shares of Series C Convertible Preferred Stock.

On April 13, 2022, The Company designated 5,000,000 shares of Series C Convertible Preferred Stock (“Series C Preferred Stock”).

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The Series C Preferred Stock does not have voting rights and is not eligible to receive dividends.

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

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

Ralston the new Majority Shareholder.

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Corporate changes

On April 13, 2022 General Enterprise Ventures, Inc.

acquired Mighty Fire Breaker, LLC , an Ohio Limited Liability company (“ MFB”) and all associated IP, in exchange for 1,000,000 Preferred C Shares and a 10% royalty on the gross sales before taxes of products sold under the MFB family of products.

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

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

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

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

During the third quarter of 2022 the company received EPA Safer Choice status and UL Green-Guard Gold approval on its CitroTech fire inhibitor.

It continues to pursue additional accreditations such Missoula Testing approval for selling products to the government.

Currently the Company’s subsidiary Mighty Fire Breaker LLC Ohio is involved in installing large home and facility Proactive Wildfire Prevention Systems.

Effective April 1, 2022, the Company implemented a plan to divest its Crypto Mining operations and focus resources on the operations of Mighty Fire Breaker LLC (“MFB”).

On April 13, 2022, the Company acquired Mighty Fire Breaker, LLC, an Ohio limited liability company (“MFB”) and all associated intellectual property, in exchange for 1,000,000 shares of Series C Convertible Preferred Stock and a 10% royalty on the gross sales before taxes of products sold under the MFB family of products.

MFB has 18 granted patents as well as 17 worldwide patents pending centered around it’s CitroTech MFB 31 Technology for the prevention and spread of wildfires, mapping and tracking and other associated technologies.

Its core products can be used as vegetation and lumber treatments for fire prevention and is in development of uses for it’s green technologies.

It has been widely tested and approved by three major US government agencies.

When CitroTech is sprayed and applied it takes flammable fuels like dry native vegetation and wood and makes them non-combustible.

During the third quarter of 2022, MFB received EPA Safer Choice status and UL Green-Guard Gold approval on its CitroTech fire inhibitor as well as California Aquatic approval as non-toxic and non-hazardous.

MFB continues to pursue additional accreditations, such as Missoula Testing approval, for selling products to governmental entities.

Currently, MFB is involved in installing large home and facility Proactive Wildfire Prevention 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.

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

We expanded our services by building upon its foundation of emerging technology development, by creating a Crypto-Currency mining operation (farm).

Previously, the Company had 20 Bitmain Antminer SJ19 PRO 104t/h and 99 Mini-Doge 185 m/h miners deployed, which are mining, Bitcoin, Doge, and Litecoin through the F2Pool and utilized its 8,000 Sq Ft Commercial space to house these ASIC Miners.

Effective November 20, 2022 General Enterprise Ventures Inc.

formed a UK branch of its US subsidiary Mighty Fire Breaker LLC, named Mighty Fire Breaker UK Limited.

The new Subsidiary headquartered in the United Kingdom, will be used to direct the sales of the Mighty Fire Breaker line of products and technologies in Europe, the Middle East and Africa.

Effective November 20, 2022, the Company formed a UK branch of its US subsidiary MFB, named Mighty Fire Breaker UK Limited.

The 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:

Results of Operations for the three months ended June 30, 2023 and the three months ended June 30,2022

Our results of operations for the three months ended June 30, 2023 and 2022 are summarized below:

Three Months Ended

Operating expenses

Interest expense

Other expense

Net loss from continuing operations

$ (2,319,073 )

$ (1,994,718 )

Loss on disposition of digital currency and digital currency assets

Net loss from discontinued operations

$ (2,321,103 )

Our Company generated $28,355 and $41,468 revenue for the three months ended June 30, 2023 and 2022, respectively.

The Company’s revenue is associated with revenue from MFB which was acquired in April 2022.

Operating Expenses

Operating expenses consisted of professional fees of $264,518, depreciation of $267 and general and administrative expenses of $114,151 in the three months ended June 30,2023, compared to professional fees of $182,295, depreciation expenses of $135, general and administrative of $78,111 and management compensation of $2,100,000 associated with the issuance of 70,000,000 restricted stock units as compensation in the three months ended June 30, 2022.

Other Expenses

For the three months ended June 30, 2023, the other expenses consisted of $584 interest related to convertible note payable to lender.

Discontinuing Operating Expenses

During the three months ended June 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.

As a result of the foregoing, we incurred a net loss of $356,058, for the three months ended June 30, 2023, compared to a net loss of $2,321,103 for the corresponding three months ended June 30, 2022.

Results of Operations for the six months ended June 30, 2023 and the six months ended June 30, 2022

Our results of operations for the six months ended June 30, 2023 and 2022 are summarized below:

Six Months Ended

Operating expenses

Other expenses

Net loss from continuing operations

$ (2,361,839 )

$ (1,567,965 )

Income from discontinued operations

Our Company generated $55,595 and $0 revenue for the three months ended March 31, 2023 and 2022, respectively.

Loss on disposition of digital currency and digital currency assets

Net income from discontinued operations

$ (2,350,853 )

Our Company generated $83,950 and $41,468 revenue for the six months ended June 30, 2023 and 2022, respectively.

The Company’s revenue is associated with revenue from MFB which was acquired in April 2022.

Operating Expenses

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

Operating expenses consisted of professional fees of $559,647, depreciation of $531 and general and administrative expenses of $213,935 in the six months ended June 30,2023, compared to professional fees of $222,466, depreciation expenses of $135, general and administrative of $80,706 and management compensation of $2,100,000 associated with the issuance of 70,000,000 restricted stock units as compensation in the six months ended June 30, 2022.

Other Expenses

For the six months ended June 30, 2023, the other expenses consisted of $759 interest related to convertible note payable.

Discontinuing Operating Expenses

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

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

During the six months ended June 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 six months ended June 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.

As a result of the foregoing, we incurred a net loss of $709,669, for the six months ended June 30, 2023, compared to a net loss of $2,350,853 for the corresponding six months ended June 30, 2022.

Liquidity and Capital Resources

3 unchanged sentences

$ (1,243,897 )

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

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

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

Three Months Ended

Cash provided by (used in) operating activities

The increase in working capital deficiency in 2023 was primarily the result of an increase in due to related party of $456,836, a decrease in accounts payable and accrued liabilities of $53,248 offset by an increase in cash of $30,710.

As of June 30, 2023 and December 31, 2022, the current assets consisted primarily of cash of $86,144 and $55,434, inventory of $103,736 and $114,645 and prepaid expenses of $20,339 and 240, respectively.

As of June 30, 2023, and December 31, 2022, the current liabilities consisted of accounts payable and accrued liabilities of $34,150 and $87,398, due to related party of $1,355,989 and $899,153, convertible note of $54,000 and $35,000, and current portion of operating lease liability of $9,977 and $39,367, respectively.

Six Months Ended

Cash used in operating activities

Cash used in investing activities

Cash provided by financing activities

1 unchanged sentence

Cash Flows from Operating Activities

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

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

We have not generated positive cash flows from operating activities.

For the six months ended June 30, 2023, net cash flows used in operating activities was $423,890, consisting of a net loss of $709,669, reduced by stock-based compensation of $146,850, non-cash lease expenses of $30,000, depreciation $531 and reduced by changes in operating assets and liabilities of $108,395.

For the six months ended June 30, 2022, net cash flows used in operating activities was $274,274, consisting of a net loss of $2,350,853, 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 $2,029, impairment loss on digital assets of $6,125, depreciation of $15,194, non-cash lease expenses of $14,647 and increased by changes in operating assets and liabilities of $61,416.

Cash Flows from Investing Activities

Cash flows used in investing activities of $2,707 during the six months ended June 30, 2022, was $2,707 which related to the purchase of equipment.

Cash Flows from Financing Activities

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

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

For the six months ended June 30, 2023, net cash provided by financing activities consisted of $275,000 received from a related party and $179,000 from stock subscription.

For the six months ended June 30, 2022 net cash provided by financing activities consisted of $429,484 received from a related party and $55,720 repaid to a related party.

Going Concern

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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 2. Management’s Discussion and Analysis