What changed in this filing

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Item 8. Financial Statements and Supplementary Data

2024-04-15 compared with 2023-04-12 · 671 added, 348 removed, 27 unchanged (97% of the section changed)

Financial Statements

Report of Independent Registered Public Accounting Firm

Consolidated Balance Sheets as of December 31, 2019 and 2018

Consolidated Statements of Operations for the Years Ended December 31, 2019 and 2018

Consolidated Statements of Changes in Stockholders’

Deficiency for the Years Ended December 31, 2019 and 2018

Financial Statements and Supplementary Data.

General Enterprise Ventures, Inc.

Index to Audited Consolidated Financial Statements

December 31, 2023 and 2022

Report of Independent Registered Public Accounting Firm – WWC.

Report of Independent Registered Public Accounting Firm – BF Borgers CPA PC (PCAOB ID:

Consolidated Balance Sheets at December 31, 2023 and 2022

Consolidated Statements of Operations and Comprehensive Loss for the years ended December 31, 2023, and 2022

Consolidated Statements of Changes in Stockholders’ Deficit for the years ended December 31, 2023 and 2022

Consolidated Statements of Cash Flows for the years ended December 31, 2023, and 2022

Notes to the Consolidated Financial Statements

of Independent Registered Public Accounting Firm

To the Board of Directors and Stockholders of General Enterprise

Ventures, Inc.:

We were engaged to audit the accompanying balance

sheets of General Enterprise Ventures, Inc.

(“the Company”) as of December 31, 2019 and 2018 and the related statement of

operations, stockholders’

equity (deficit) and cash flows for the years then ended.

As described in the following paragraph, because

the Company’s records were not sufficient, we were not able to obtain sufficient appropriate audit evidence to provide a basis for

an audit opinion on the financial statements, and we do not express, an opinion on these financial statements.

Substantial Doubt about the Company’s

Ability to Continue as a Going Concern

The accompanying financial statements have been

prepared assuming that the Company will continue as a going concern.

As discussed in Note 1 to the financial statements, the Company’s

significant operating losses raise substantial doubt about its ability to continue as a going concern.

The financial statements do not

include any adjustments that might result from the outcome of this uncertainty.

Basis for Disclaimer Opinion:

We were not engaged as auditors of the Company

until February of 2023 at which time much of the audit evidence necessary to provide a basis for an audit opinion had been destroyed or

We were unable to satisfy ourselves by other audit procedures concerning the assets and liabilities held at December 31, 2010 and

2009, as well as the revenues and expenses recognized for the year then ended.

As a result of these matters, we were unable to determine

whether any adjustments might have been found necessary in respect of recorded or unrecorded assets, liabilities, revenue and expenses.

We conducted our audits in accordance with standards

of the Public Company Accounting Oversight Board (United States).

Those standards require that we plan and perform the audit to obtain

reasonable assurance about whether the financial statements are free of material misstatement.

An audit includes examining, on a test

basis, evidence supporting the amounts and disclosures in the financial statements, assessing the accounting principles used and significant

estimates made by management, as well as evaluating the overall financial statement presentation.

Because of the matters described in

the Basis for Disclaimer Opinion paragraph above, however, we were not able to obtain sufficient appropriate audit evidence to provide

a basis for an audit opinion.

The company is not required to have, nor were

we engaged to perform, an audit of its internal control over financial reporting.

Our audit included consideration of internal control

over financial reporting as a basis for designing audit procedures that are appropriate in the circumstances, but not for the purpose

of expressing an opinion on the Company's internal control over financial reporting.

Notes to Audited Consolidated Financial Statements

REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

The Board of Directors and Stockholders of

General Enterprises Ventures, Inc.

Opinion on the Financial Statements

We have audited the accompanying consolidated balance sheet of General Enterprises Ventures, Inc.

(the “Company”) as of December 31, 2023, and the related consolidated statements of operations and comprehensive loss, stockholders’ deficit, and cash flows for the year ended December 31, 2023, and the related notes (collectively referred to as the “financial statements”).

In our opinion, the financial statements present fairly, in all material respects, the financial position of the Company as of December 31, 2023, and the results of its operations and its cash flows for the year ended December 31, 2023, in conformity with accounting principles generally accepted in the United States of America.

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

The accompanying financial statements have been prepared assuming that the Company will continue as a going concern.

As discussed in Note 1 to the financial statements, the Company incurred substantial losses during the year ended December 31, 2023.

As of December 31, 2023, the Company had a working capital deficit.

Accordingly, these factors give rise to substantial doubt that the Company will be able to continue as a going concern.

Management closely monitors the Company’s financial position and has prepared a plan that is found in Note 1 that addresses this substantial doubt.

These financial statements do not include any adjustments that might result from the outcome of this uncertainly.

Basis for Opinion

These financial statements are the responsibility of the Company’s management.

Our responsibility is to express an opinion on the Company’s financial statements based on our audits.

We are a public accounting firm registered with the Public Company Accounting Oversight Board (United States) (“PCAOB”) and are required to be independent with respect to the Company in accordance with the U.S.

federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.

We conducted our audits in accordance with the standards of the PCAOB.

Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement, whether due to error or fraud.

The Company is not required to have, nor were we engaged to perform, audits of its internal control over financial reporting.

As part of our audits, we are required to obtain an understanding of internal controls over financial reporting, but not for the purpose of expressing an opinion on the effectiveness of the Company’s internal controls over financial reporting.

Accordingly, we express no such opinion.

Because of the significance of the matters described

in the Basis for Disclaimer Opinion paragraph, we have not been able to obtain sufficient appropriate audit evidence to provide a basis

for an audit opinion.

Accordingly, we do not express an opinion on these financial statements.

/s/ BF Borgers CPA PC

B F Borgers CPA PC (PCAOB ID 5041)

Our audits included performing procedures to assess the risks of material misstatement of the financial statements, whether due to error or fraud, and performing procedures that respond to those risks.

Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the financial statements.

Our audits also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the financial statements.

We believe that our audits provide a reasonable basis for our opinion.

Critical Audit Matters

The critical audit matters communicated below are matters arising from the current period audit of the financial statements that were communicated or required to be communicated to the audit committee and that:

(1) relate to accounts or disclosures that are material to the financial statements and (2) involved our especially challenging, subjective, or complex judgments.

The communication of critical audit matters does not alter in any way our opinion on the financial statements, taken as a whole, and we are not, by communicating the critical audit matters below, providing separate opinions on the critical audit matters or on the accounts or disclosures to which they relate.

The engagement team determined that the Company’s intangible assets and related impairment met the criteria to be considered a critical audit matter because the intangible assets comprised a material portion of the Company’s total assets, and they require a significant amount of judgment to estimate the carrying value and ensure the intangible assets are not impaired, and those assets are expected to contribute to the Company’s ability generate future profit.

In order to the address this critical audit matter, we first gained an understanding of how management values these assets and reperformed the valuation on those assets, and considered the reasonableness of the inputs that management is using for their valuation.

The engagement team determined that the preferred stock, especially those with conversion features, met the criteria of a critical audit matter because it is substantial relative to the Company’s shareholders’ equity, and determining their valuation and allocation requires the engagement team to identify and understand the attributes of the securities, understand how those attributes go towards determining the value of those securities.

Additionally, the disclosure regarding these securities are extensive and quite complex.

The engagement team addressed the critical audit matters by gaining an understanding of management’s valuation, allocation, recognition and approach towards disclosure, and then vouched certain details of those securities and reperformed the valuation and allocation of such preferred stock to determine if management had properly accounted for those securities.

/s/ WWC, P.C.

Certified Public Accountants

We have served as the Company’s auditor since 2018.

San Mateo, California

April 15, 2024

GENERAL ENTERPRISE VENTURES,

Report of Independent Registered Public Accounting Firm

To the shareholders and the board of directors of General Enterprise Ventures, Inc.

Opinion on the Financial Statements

We have audited the accompanying consolidated balance sheet of General Enterprise Ventures, Inc.

as of December 31, 2022, the related statements of operations and comprehensive loss, stockholders' equity (deficit), and cash flows for the year then ended, and the related notes (collectively referred to as the "financial statements").

In our opinion, the financial statements present fairly, in all material respects, the financial position of the Company as of December 31, 2022, and the results of its operations and its cash flows for the year then ended, in conformity with accounting principles generally accepted in the United States.

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

The accompanying financial statements have been prepared assuming that the Company will continue as a going concern.

As discussed in Note 1 to the financial statements, the Company’s significant operating losses raise substantial doubt about its ability to continue as a going concern.

The financial statements do not include any adjustments that might result from the outcome of this uncertainty.

Basis for Opinion

These financial statements are the responsibility of the Company's management.

Our responsibility is to express an opinion on the Company's financial statements based on our audit.

We are a public accounting firm registered with the Public Company Accounting Oversight Board (United States) ("PCAOB") and are required to be independent with respect to the Company in accordance with the U.S.

federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.

We conducted our audit in accordance with the standards of the PCAOB.

Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement, whether due to error or fraud.

The Company is not required to have, nor were we engaged to perform, an audit of its internal control over financial reporting.

As part of our audits we are required to obtain an understanding of internal control over financial reporting but not for the purpose of expressing an opinion on the effectiveness of the Company’s internal control over financial reporting.

Accordingly, we express no such opinion.

Our audit included performing procedures to assess the risks of material misstatement of the financial statements, whether due to error or fraud, and performing procedures that respond to those risks.

Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the financial statements.

Our audit also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the financial statements.

We believe that our audit provides a reasonable basis for our opinion.

Critical Audit Matter

Critical audit matters are matters arising from the current-period audit of the financial statements that were communicated or required to be communicated to the audit committee and that (1) relate to accounts or disclosures that are material to the financial statements and (2) involved our especially challenging, subjective, or complex judgments.

We determined that there are no critical audit matters.

/S/ BF Borgers CPA PC (PCAOB ID 5041)

We have served as the Company's auditor from 2022 to 2023

March 31, 2023

General Enterprise Ventures, Inc.

Consolidated Balance Sheets

Cash and cash equivalents

Liabilities and Stockholders' Deficit

Current Assets

Prepaid expenses

Accounts receivable

Total Current Assets

Intangible assets

Operating lease right-of-use asset

Equipment, net

Liabilities and Stockholders' Equity

Current liabilities

Accounts payable

Accounts payable and accrued liabilities

Promissory note

Convertible note payable

Due to related parties

Operating lease liability - current portion

Total Current Liabilities

Operating lease liability – noncurrent

Total Liabilities

Stockholders' Deficit

Common stock, par value $0.001, 1,000,000,000 shares authorized, 22,945,388 and 22,945,388 shares issued and outstanding of shares as of December 31, 2019 and December 31, 2018, respectively

Commitments and contingencies

Stockholders' Equity

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

10,000,000 shares issued and outstanding

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

2,273,499 and 950,000 shares issued and outstanding, respectively

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

Common Stock to be issued - 500,000 shares

Subscription received – 183,333 shares of Series C Convertible Preferred stock to be issued

Accumulated deficit

1 unchanged sentence

( 59,381,400 )

Total stockholders’

Total liabilities and stockholders' deficit

The accompanying notes are an integral part of these financial statements

Total Stockholders' Equity

Total Liabilities and Stockholders' Equity

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

General Enterprise Ventures, Inc.

CONSOLIDATED STATEMENTS OF OPERATIONS

Consolidated Statement of Operations and Comprehensive Loss

Cost of revenue

Operating Expenses

General and administrative expenses

General and administration

Management compensation

Professional fees- related party

Professional fees

Total operating expenses

Income (loss) before provision for income tax

Loss from Operations

( 10,097,938 )

( 2,918,559 )

Other Income (Expense)

Interest expense

Total other income (expense)

Loss from continuing operations before taxes

( 10,102,266 )

( 2,918,814 )

Provision for income taxes

Net income(loss)

Basic and diluted loss per share consolidated

Weighted average number of shares outstanding

The accompanying notes are

an integral part of these financial statements

GENERAL ENTERPRISE VENTURES,

CONSOLIDATED STATEMENTS OF CHANGES IN STOCKHOLDERS DEFICIT

Stockholders’

Balance, December 31, 2017

Loss from continuing operations

$ ( 10,102,266 )

$ ( 2,918,814 )

Discontinued operations:

Income from discontinued operations

Loss on disposition of digital currency and digital currency assets

Income (Loss) from discontinued operations, net of tax

$ ( 10,102,266 )

$ ( 2,907,828 )

Comprehensive loss

Loss from continuing operations per Common Share – Basic and diluted

Income from discontinuing operations per Common Share– Basic and diluted

Net loss per common share - Basic and diluted

Loss from continuing operations Per Common Share – Diluted

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

Net loss per common share - Diluted

Basic and Diluted Weighted Average Number of Common Shares Outstanding

Diluted Weighted Average Number of Common Shares Outstanding

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

General Enterprise Ventures , Inc.

Consolidated Statements of Change in Stockholders’ Deficit

Preferred stock

Stockholders'

Equity (Deficit)

Balance - December 31, 2021

$ ( 56,473,572 )

Stockholders’

Debt forgiveness - former related party

Shares issued for acquisition of Mighty Fire Breakers

Conversion of Convertible Series C Preferred stock of Common stock

Stock based compensation

( 2,907,828 )

Balance - December 31, 2022

( 59,381,400 )

Subscription received – Series C Preferred stock to be issued

Common stock to be issued - management

Issuance Series C Preferred Stock in cash

Common stock issued for services

Conversion of Convertible Series C Preferred Stock in Common stock

Issuance Series C Preferred Stock for services -related party

Contribution inventory - related party

( 10,102,266 )

Balance - December 31, 2023

$ ( 69,483,666 )

The accompanying notes are

an integral part of these financial statements

GENERAL ENTERPRISE VENTURES,

CONSOLIDATED STATEMENTS

OF CASH FLOWS

Cash Flows From Operating Activities

Net income (loss)

Adjustments to reconcile net income to net cash provided by (used in) operating activities:

Net cash provided by (used in) operating activities

Net (decrease) increase in cash and cash equivalents

Cash and cash equivalents, beginning of period

Cash and cash equivalents, end of period

The accompanying notes are

an integral part of these financial statements

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

General Enterprise Ventures , Inc.

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

ORGANIZATION AND PRINCIPAL ACTIVITIES

Consolidated Statement of Cash Flows

Cash Flows from Operating Activities:

$ ( 10,102,266 )

$ ( 2,907,828 )

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

Non-cash lease expenses

Depreciation and amortization

Changes in operating assets and liabilities:

Accounts receivable

Contribution inventory - related party

Digital currency

Prepaid expense

Related party advances funding operating expense

Accounts payable and accrued liabilities

Operating lease liabilities

Net Cash used in Operating Activities

( 1,211,764 )

Cash Flows from Investing Activities:

Purchase of equipment

Share capital - Mighty Fire Breaker UK Limited

Net Cash used in Investing Activities

Cash Flows from Financing Activities:

Proceed from convertible note

Proceeds from loan - related party

Repayment of loan- related party

Proceed from issuance Series C Preferred Stock

Proceed from stock subscription

Proceeds from promissory note

Net Cash provided by Financing Activities

Change in cash

Cash, beginning of period

Cash, end of period

Supplemental Disclosure Information:

Cash paid for interest

Cash paid for taxes

Non-Cash Financing Disclosure:

Issuance of common stock for services

Issuance of Series C Convertible Preferred stock for acquisition of Mighty Fire Breaker

Common stock issued upon conversion of Series C Convertible Preferred stock

Debt forgiveness - related party

Reclassification of due to related party to convertible note

Contribution inventory - related party

Issuance Series C Convertible Preferred stock for services - related party

Right -of-use assets obtained in exchange for new operating lease liabilities

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

General Enterprise Ventures, Inc.

(the “Company”)

was incorporated as Ultronics Corporation (the “UC”) under the laws of the State of Nevada on March 14, 1990.

never had operations and was formed to investigate potential companies that would be interested in merging with it.

On December 21, 2004, UC formed a subsidiary,

Ultronics Acquisition Corporation (“UAC”) for the purpose of facilitating an agreement and plan of merger.

UAC was incorporated

in the State of Nevada.

On December 23, 2004, UC, UAC and General Environmental Management, Inc.

(“GEM”) entered

into an Agreement and Plan of Merger whereby UAC would be merged into GEM (“Merger”) with GEM to be the surviving corporation.

On February 14, 2005, a Certificate of Merger was filed in Delaware;

however, there is no evidence of a Certificate of Merger being filed

As such, GEM did not cease to exist in Nevada.

The acquisition was treated as a reverse merger

with GEM deemed to be the accounting acquiror, and UAC the legal acquiror.

UAC’s name was changed to General Environmental Management,

(the “Company”) on March 16, 2005.

On March 10, 2006, the Company entered into an Agreement with K2M Mobile Treatment

Services, Inc.

of Long Beach, California (“K2M”), a privately held company, pursuant to which the Company acquired all of

the issued and outstanding common stock of K2M.

On August 31, 2008, The Company entered into an

agreement with Island Environmental Services, Inc.

of Pomona, California (“Island”), a privately held company, pursuant to

which The Company acquired all of the issued and outstanding common stock of Island, a California-based provider of hazardous and non-hazardous

waste removal and remediation services to a variety of private and public sector establishments.

On November 6, 2009, the Company entered into

a Stock Purchase Agreement (“CLW Agreement”) with United States Environmental Response, LLC, a California limited liability

company pursuant to which the Company purchased all of the issued and outstanding capital stock of California Living Waters, Incorporated

(“CLW”), a privately held company.

CLW owns all of the issued and outstanding capital stock of Santa Clara Waste

Water Company (“SCWW”) a California corporation.

CLW's only operating subsidiary is SCWW.

On November 25, 2009, the Company entered into

an Agreement with Luntz Acquisition (Delaware), LLC.

(“Buyer”) pursuant to which the Company sold to Luntz all of the issued

and outstanding stock of the Company's primary operating subsidiaries for cash (the “Sale”).

On February 26, 2010, after approval

of the transaction by the Company’s shareholders at a special meeting held on February 19, 2010, the Company completed the sale

of the entities created out of GEM DE.

The net cash proceeds from the transaction were used by the Company to retire senior debt and other

obligations of the Company.

The Company was not merged out of Nevada pursuant to this transaction.

Subsequent to the Luntz transaction, the Company’s

revenues and expenses, operations, assets and liabilities were discontinued from February

2010 until January 2021.

On March 19, 2019, Small Cap Compliance, LLC was

awarded custodianship of the Company by the Eighth Judicial District Court of Nevada.

On May 19, 2019, the Company was revived in Nevada.

On May 30, 2019, the custodian filed an Amendment to the Designations of the Series A Convertible Preferred Shares of the Company, and

filed a Custodian’s Certification of Amendment certifying the same.

On January 15, 2021, the Company filed a Certificate

of Conversion from a Non-Delaware Corporation to a Delaware Corporation, and the associated Certificate of Incorporation, to become a

corporation in Delaware.

Delaware recognized this domestication of the Company.

On March 31, 2021, the Company formed

General Entertainment Ventures, Inc.

(“GEVI”) in Delaware as a wholly owned subsidiary of the Company.

The purpose of the

formation of GEVI was to merge the Company into GEVI pursuant to Section 251(g) of the General Corporation Law of the State of Delaware.

On April 10, 2021, after approval by

the board of directors and shareholders of the Company, the Company was merged into GEVI pursuant to an Agreement and Plan of Merger dated

as of the same date.

Notes to Consolidated Financial Statements

December 31, 2023 and 2022

Note 1 – Organization, Business and Going Concern

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

In January 2021, Board of Directors of the Company approved redomiciling the Company in Delaware.

On March 31, 2021, the Company formed General Entertainment Ventures, Inc.

in Delaware as a wholly owned subsidiary of the Company.

The purpose of the formation of GEVI was to merge the Company into GEVI pursuant to Section 251(g) of the General Corporation Law of the State of Delaware.

On April 10, 2021, after approval by the board of directors and shareholders of the Company, the Company was merged into GEVI pursuant to an Agreement and Plan of Merger dated as of the same date.

GEVI is the accounting and legal acquiror of the Company.

On 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.

The Company’s year-end

is December 31st

BASIS OF PRESENTATION

The consolidated interim financial statements

included herein have been prepared by the Company, pursuant to the rules and regulations of the Securities and Exchange Commission, in

the opinion of management, include all adjustments which, except, as described elsewhere herein, are of a normal recurring nature, necessary

for a fair presentation of the financial position, results of operations, and cash flows for the period presented.

Because the Company was dormant from the period

from February 2010 through January 2021, the Company used the following methodology to prepare its financial statements.

All assets on

the Company’s March 31, 2010 balance were deemed disposed of for no value to a related party for the quarter beginning April 1,

All Company activities at that time became discontinued operations with the exception of accrued interest recorded on outstanding

All liabilities outstanding as of March 31, 2010 remained on the Company’s balance sheet accruing interest until the quarter

ending March 31, 2017 when they were written off due to the expiration of the Statue of Limitations.

On October 17, 2021, the Board of Directors approved the corporate name change from General Entertainment Ventures, Inc.

to General Enterprise Ventures, Inc.

Corporate Changes

On May 10, 2021, GEVI acquired all the issued and outstanding equity of Strategic Asset Holdings, LLC (“SAH”), a Wyoming limited liability company, for $ 50,000 , pursuant to a promissory note dated as of the same date.

SAH is an early-stage company in the home essentials technology space and owns a provisional patent for safe and secure night light.

SAH is controlled by the Company’s former Chief Executive Officer.

Effective October 19,2021 Strategic Asset Holdings, LLC., was divested completely as a wholly owned subsidiary of General Enterprise Ventures, Inc.

On June 3, 2021, after approval by the board of directors and shareholders of the Company, the Company was redomiciled to the State of Wyoming.

On 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 Citro-Tech fire inhibitor.

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

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”).

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.

Change of Control

On April 14, 2021, Jan Ralston acquired 10,000,000 Series A Convertible Preferred Stock from our former Chief Executive Officer, in a private transaction.

The transaction constituted a change of control in the Company, due to the preferred shares super voting and conversion rights, entitling the holder to one thousand (1,000) shares and votes of common stock for every one (1) share of Series A Convertible Preferred Stock owned.

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

Ralston the new Majority Shareholder.

Series C Preferred Stock

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

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.

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 consolidated financial

statements have been prepared assuming the Company will continue as a going concern.

The Company utilized cash in operations of $0- for

the year ended December 31, 2019 and as of December 31, 2019 the Company had no cash on hand and a stockholders’

These matters raise substantial doubt about the Company’s ability to continue as a going concern.

SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

(a) Principles of Consolidation

The consolidated financial statements include

the accounts of General Enterprise Ventures Inc.

and its wholly owned subsidiaries, General Environmental Management, Inc., a Delaware

corporation, Island Environmental Services, Inc., a California corporation, General Environmental Management of Rancho Cordova,

LLC and California Living Waters Inc.

Inter-company accounts and transactions have been eliminated.

(b) Use of estimates

The preparation of financial statements in conformity

with accounting principles generally accepted in the United States of America requires the Company’s management to make certain

estimates and assumptions.

These estimates and assumptions affect the reported amounts of assets and liabilities and disclosure

of the contingent assets and liabilities at the date of the financial statements.

These estimates and assumptions will also

affect the reported amounts of certain revenues and expenses during the reporting period.

Actual results could differ materially

based on any changes in the estimates and assumptions that the Company uses in the preparation of its financial statements that are reviewed

no less than annually.

Actual results could differ materially from these estimates and assumptions due to changes in environmental-related

regulations or future operational plans, and the inherent imprecision associated with estimating such future matters.

The Company's business activities include providing wastewater treatment

for companies and haulers in Ventura County, California, and in adjacent counties.

The Company recognizes revenue at the time its customers

unload untreated wastewater at the Company's facility.

Concurrent with the recognition of revenue, the Company records the estimated costs

to treat and dispose of the wastewater on hand.

The Company recognizes revenue when persuasive evidence of an arrangement

exists, delivery has occurred or services have been rendered, the price is fixed or determinable, and collection is reasonably assured.

(d) Concentrations of Credit Risks

The Company’s financial instruments that are exposed to concentrations

of credit risk consist principally of cash and trade receivables.

The Company places its cash in what it believes to be credit-worthy

financial institutions.

However, cash balances have exceeded FDIC insured levels at various times.

The Company has

not experienced any losses in such accounts and believes it is not exposed to any significant risk in cash.

The Company’s trade receivables result primarily from removal

or transportation of waste, and the concentration of credit risk is limited to a broad customer base located throughout the Western United

(e) Fair Value of Financial Instruments

Fair Value Measurements are adopted by the Company

based on the authoritative guidance provided by the Financial Accounting Standards Board , with the exception of the application of the

statement to non-recurring, non-financial assets and liabilities as permitted.

The adoption based on the authoritative guidance provided

by the Financial Accounting Standards Board did not have a material impact on the Company's fair value measurements.

Based on the authoritative

guidance provided by the Financial Accounting Standards Board defines fair value as the price that would be received to sell an asset

or paid to transfer a liability in the principal or most advantageous market for the asset or liability in an orderly transaction between

market participants at the measurement date.

FASB authoritative guidance establishes a fair value hierarchy, which prioritizes the inputs

used in measuring fair value into three broad levels as follows:

Level 1- Quoted prices in active markets for identical

assets or liabilities.

Level 2- Inputs, other than the quoted prices

in active markets, that are observable either directly or indirectly.

Level 3- Unobservable inputs based on the Company's

FASB issued authoritative guidance that requires

the use of observable market data if such data is available without undue cost and effort.

(f) Stock Compensation Costs

The Company periodically issues stock options

and warrants to employees and non-employees in capital raising transactions, for services and for financing costs.

compensation is measured at the grant date, based on the fair value of the award, and is recognized as expense over the requisite service

Options vest and expire according to terms established at the grant date.

(g) Earnings per share

Basic earnings per share is computed by dividing

income available to common shareholders by the weighted average number of common shares outstanding during the period.

The diluted earnings

per share calculation give effect to all potentially dilutive common shares outstanding during the period using the treasury stock method

for warrants and options and the if-converted method for convertible debentures.

Recent Accounting Pronouncements

In October 2009, the FASB issued authoritative

guidance on revenue recognition that will become effective for the Company beginning July 1, 2010, with earlier adoption permitted.

the new guidance on arrangements that include software elements, tangible products that have software components that are essential to

the functionality of the tangible product will no longer be within the scope of the software revenue recognition guidance, and software-enabled

products will now be subject to other relevant revenue recognition guidance.

We believe adoption of this new guidance will

not have a material impact on our financial statements.

In January 2010, the FASB issued guidance on

improving disclosures about fair value measurements to add new disclosure requirements for significant transfers in and out of Level

1 and 2 measurements and to provide a gross presentation of the activities within the Level 3 roll-forward.

guidance also clarifies existing fair value disclosures about the level of disaggregation and about inputs and valuation techniques

used to measure fair value.

The disclosure requirements are effective for interim and annual reporting periods beginning

after December 15, 2009, except for the requirement to present the Level 3 roll-forward on a gross basis, which is effective

for fiscal years beginning after December 15, 2010.

The adoption of this guidance was limited to the form and content of

disclosures, and will not have a material impact on the Company’s results of operations or financial condition.

Other recent accounting pronouncements issued

by the FASB (including its Emerging Issues Task Force), the AICPA, and the SEC did not or are not believed by management to have a material

impact on the Company's present or future consolidated financial statements.

COMMITMENTS AND CONTINGENCIES

As of December 31, 2019 Company has 1,000,000,000

shares of common authorized and 22,945,388 shares of common stock issued and outstanding.

Changes in and Disagreements with Accountants on Accounting

and Financial Disclosure

Controls and Procedures

Evaluation of Disclosure Controls and Procedures

We carried out an evaluation, under the supervision

and with the participation of our management, including our principal executive officer and principal financial officer, of the effectiveness

of our disclosure controls and procedures (as defined in Rules 13a-15(e) and 15d-15(e) of the Exchange Act

(defined below)).

Based upon that evaluation, our principal executive officer and principal financial officer concluded that,

as of the end of the period covered in this report, our disclosure controls and procedures were effective to ensure that information required

to be disclosed in reports filed under the Securities Exchange Act of 1934, as amended (the "Exchange Act") is recorded, processed,

summarized and reported within the required time periods and is accumulated and communicated to our management, including our principal

executive officer and principal financial officer, as appropriate to allow timely decisions regarding required disclosure.

Our management, including our principal executive

officer and principal financial officer, does not expect that our disclosure controls and procedures or our internal controls will prevent

all error or fraud.

A control system, no matter how well conceived and operated, can provide only reasonable, not absolute,

assurance that the objectives of the control system are met.

Further, the design of a control system must reflect the fact that there

are resource constraints and the benefits of controls must be considered relative to their costs.

Due to the inherent limitations

in all control systems, no evaluation of controls can provide absolute assurance that all control issues and instances of fraud, if any,

have been detected.

Accordingly, management believes that the financial statements included in this report fairly present in all material

respects our financial condition, results of operations and cash flows for the periods presented.

Because the Company was dormant from February

2010 to January 2021 disclosure controls and procedures as of December 31, 2019 are deemed to be ineffective.

Changes in Internal Control Over Financial

In addition, our management with the participation

of our Principal Executive Officer and Principal Financial Officer have determined that change in our internal control over financial

reporting (as that term is defined in Rules 13(a)-15(f) and 15(d)-15(f) of the Securities Exchange Act of 1934) occurred during or subsequent

to the year ended December 31, 2019 that internal control over financial reporting is deemed to be ineffective.

Triggering Events That Accelerate or Increase

a Direct Financial Obligation

Directors, Executive Officers, and Corporate

Not applicable

Executive Compensation

Not applicable

Security Ownership of Certain Beneficial

Owners and Management and Related Stockholder Matters

Not applicable

EQUITY COMPENSATION PLAN INFORMATION

Not applicable

Certain Relationships and Related

Transactions and Director Independence

Not applicable

Principal Accountant Fees and Services

Not applicable

Exhibits, Financial Statements Schedules

The following are exhibits filed as part of GEM's Form 10-K for the

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 generated limited revenues 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 Financial Statements and related disclosures have been prepared pursuant to the rules and regulations of the Securities and Exchange Commission (“SEC”).

The Financial Statements have been prepared using the accrual basis of accounting in accordance with Generally Accepted Accounting Principles (“GAAP”) of the United States.

The Company’s fiscal year is December 31.

Principles of Consolidation

The consolidated financial statements include the accounts of General Enterprise Ventures, Inc., and its wholly owned subsidiaries.

Intercompany transactions and balances have been eliminated.

Use of Estimates

The preparation of financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements.

The estimates and judgments will also affect the reported amounts for certain expenses during the reporting period.

Actual results could differ from these good faith estimates and judgments.

Business Combinations

In accordance with ASC 805-10, “Business Combinations”, the Company accounts for all business combinations using the acquisition method of accounting.

Under this method, assets and liabilities, including any remaining non-controlling interests, are recognized at fair value at the date of acquisition.

The excess of the purchase price over the fair value of assets acquired, net of liabilities assumed, and non-controlling interests is recognized as goodwill.

Certain adjustments to the assessed fair values of the assets, liabilities, or non-controlling interests made subsequent to the acquisition date, but within the measurement period, which is up to one year, are recorded as adjustments to goodwill.

Any adjustments subsequent to the measurement period are recorded in income.

Any cost or equity method interest that the Company holds in the acquired company prior to the acquisition is re-measured to fair value at acquisition with a resulting gain or loss recognized in income for the difference between fair value and the existing book value.

Results of operations of the acquired entity are included in the Company’s results from the date of the acquisition onward and include amortization expense arising from acquired tangible and intangible assets.

Cash and Cash Equivalents

For purposes of balance sheet presentation and reporting of cash flows, the Company considers all unrestricted demand deposits, money market funds and highly liquid debt instruments with an original maturity of less than 90 days to be cash and cash equivalents.

The Company did not have any cash equivalents at December 31, 2023 and 2022.

The Company had cash of $ 549,755 and $ 55,434 at December 31, 2023 and 2022, respectively.

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

As of December 31, 2023, and 2022, the Company held inventories of $ 230,197 and $ 114,645 , respectively.

During the years ended December 31, 2023, and 2022, the Company recorded cost of goods sold of $ 133,508 and $ 1,893 associated with the cost of inventories sold, respectively.

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

Accounts Receivable

Trade accounts receivable are recorded at the invoiced amount and do not bear interest.

The allowance for doubtful accounts is the Company’s best estimate of the amount of probable credit losses in its existing accounts receivable.

The Company maintains allowances for doubtful accounts for estimated losses resulting from the inability of its customers to make the required payments for services.

Accounts with known financial issues are first reviewed and specific estimates are recorded.

The remaining accounts receivable balances are then grouped in categories by the number of days the balance is past due, and the estimated loss is calculated as a percentage of the total category based upon past history.

Account balances are charged against the allowance when it is probable that the receivable will not be recovered.

During the years ended December 31,2023 and 2022, the Company had no allowance for doubtful accounts.

Intangible Assets

Intangible assets with an indefinite life are not amortized and are tested for impairment annually or more frequently if events or changes in circumstances indicate that they might be impaired.

Intangible assets with finite lives are initially recorded at cost and amortized on a straight-line basis over the estimated economic useful lives of the respective assets.

Acquired intangible assets from business combinations and asset acquisitions are recognized and measured at fair value at the time of acquisition.

Those assets represent assets with finite lives and are further amortized on a straight-line basis over the estimated economic useful lives of the respective assets.

Property and Equipment

Property and equipment are stated at cost.

Depreciation is computed on the straight-line method.

Currently our assets consist solely of furniture and equipment which we amortize over a useful life of 5 years.

Maintenance and repairs are charged to expense as incurred.

Improvements of a major nature are capitalized.

At the time of retirement or other disposition of property and equipment, the cost and accumulated depreciation are removed from the accounts and any gains or losses are reflected in the income.

Impairment of Long-lived Assets Other Than Goodwill

Long-lived assets with finite lives, primarily property and equipment, intangible assets, and operating lease right-of-use assets are reviewed for impairment whenever events or changes in circumstances indicate that the carrying amount of an asset may not be recoverable.

If the estimated cash flows from the use of the asset and its eventual disposition are below the asset’s carrying value, then the asset is deemed to be impaired and written down to its fair value.

Digital Assets

We account for all digital assets held as a result of these transactions as indefinite-lived intangible assets in accordance with ASC 350, Intangibles—Goodwill and Other .

We have ownership of and control over our digital assets and we may use third-party custodial services to secure it.

The digital assets are initially recorded at cost and are subsequently remeasured on the consolidated balance sheet at cost, net of any impairment losses incurred since acquisition.

We determine the fair value of our digital assets on a nonrecurring basis in accordance with ASC 820, Fair Value Measurement , based on quoted prices on the active exchange(s) that we have determined is the principal market for such assets (Level 1 inputs).

We perform an analysis each quarter to identify whether events or changes in circumstances, principally decreases in the quoted prices on active exchanges, indicate that it is more likely than not that our digital assets are impaired.

In determining if an impairment has occurred, we consider the lowest market price of one unit of digital asset quoted on the active exchange since acquiring the digital asset.

If the current carrying value of a digital asset exceeds the fair value so determined, an impairment loss has occurred with respect to those digital assets in the amount equal to the difference between their carrying values and the price determined.

Impairment losses are recognized within other income (expense) on the statements of operations and comprehensive loss in the period in which the impairment is identified.

The impaired digital assets are written down to their fair value at the time of impairment and this new cost basis will not be adjusted upward for any subsequent increase in fair value.

Gains are not recorded until realized upon sale(s), at which point they are presented net of any impairment losses for the same digital assets held within other income (expense).

In determining the gain to be recognized upon sale, we calculate the difference between the sales price and carrying value of the digital assets sold immediately prior to sale.

During the year ended December 31, 2022, the Company recorded an impairment loss of $ 6,125 associated with market value of digital currencies in excess of the Company’s cost basis.

As of December 31, 2022, the Company has divested all of its digital currency holdings and the impairment loss has been recorded within the Company’s income from discontinued operations.

ASC 842 supersedes the lease requirements in ASC 840 “Leases”, and generally requires lessees to recognize operating and finance lease liabilities and corresponding right-of-use (“ROU”) assets on the balance sheet and to provide enhanced disclosures surrounding the amount, timing and uncertainty of cash flows arising from leasing arrangements.

ROU assets represent our right to use an underlying asset for the lease term and lease liabilities represent our obligation to make lease payments arising from the lease.

ROU assets and lease liabilities are recognized at commencement date based on the present value of lease payments over the lease term.

As most of our leases do not provide an implicit rate, we generally use our incremental borrowing rate based on the estimated rate of interest for collateralized borrowing over a similar term of the lease payments at commencement date.

The ROU asset also includes any lease payments made and excludes lease incentives.

Our lease terms may include options to extend or terminate the lease when it is reasonably certain that we will exercise that option.

Any lease with a term of 12 months or less is considered short-term.

As permitted by ASC 842, short-term leases are excluded from the ROU assets and lease liabilities on the consolidated balance sheets.

Consistent with all other operating leases, short-term lease expense is recorded on a straight-line basis over the lease term.

The Company determines the present value of minimum future lease payments for operating leases by estimating a rate of interest that it would have to pay to borrow on a collateralized basis over a similar term, an amount equal to the lease payments and a similar economic environment (the “incremental borrowing rate” or “IBR”).The Company determines the appropriate IBR by identifying a reference rate and making adjustments that take into consideration financing options and certain lease-specific circumstances.

As of December 31,2023, and 2022, the Company’s lease agreement is accounted for as operating leases.

Fair Value of Financial Instruments

The Company uses a three-tier fair value hierarchy to classify and disclose all assets and liabilities measured at fair value on a recurring basis, as well as assets and liabilities measured at fair value on a non-recurring basis, in periods subsequent to their initial measurement.

The hierarchy requires the Company to use observable inputs when available, and to minimize the use of unobservable inputs, when determining fair value.

The three tiers are defined as follows:

Level 1—Observable inputs that reflect quoted market prices (unadjusted) for identical assets or liabilities in active markets;

Level 2—Observable inputs other than quoted prices in active markets that are observable either directly or indirectly in the marketplace for identical or similar assets and liabilities;

Level 3—Unobservable inputs that are supported by little or no market data, which require the Company to develop its own assumptions.

The Company’s financial instruments, including cash, accounts payable and accrued liabilities, and loans payable, are carried at historical cost.

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

Related Parties

The Company follows ASC 850 , “Related Party Disclosures,” for the identification of related parties and disclosure of related party transactions (see Note 5).

Operating segments are defined as components of an enterprise engaging in business activities for which discrete financial information is available and regularly reviewed by the chief operating decision maker in deciding how to allocate resources and in assessing performance.

The Company operates and manages its business as one operating segment and all of the Company’s revenues and operations are currently in the United States.

The Company recognizes revenue from its contracts with customers in accordance with ASC 606 – Revenue from Contracts with Customers.

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

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

Identify the contract, or contracts, with a customer;

Identify the performance obligations in the contract;

Determine the transaction price;

Allocate the transaction price to the performance obligations in the contract;

Recognize revenue when the Company satisfies a performance obligation.

For the year ended December 31, 2023, our revenues currently consist of products used for lumber products for fire prevention.

Revenue is recognized at a point in time, that is which the risks and rewards of ownership of the products transfer from the Company to the customer.

During the year ended December 31,2022, the Company earned cryptocurrency mining revenues.

The Company earned its cryptocurrency mining revenues by providing transaction verification services within the digital currency networks of cryptocurrencies, for Bitcoin, Litecoin, and Dogecoin.

The Company satisfied its performance obligations at the point in time that the Company was awarded a unit of digital asset through its participation in the applicable network and network participants benefit from the Company’s verification service.

In consideration for these services, the Company received Bitcoin, Litecoin, and Dogecoin, net of applicable network fees, which was recorded as revenue using the closing U.S.

dollar price of the digital asset on the date of receipt.

Expenses associated with running the cryptocurrency mining operations, which consisted of utilities, equipment depreciation and monitoring services were recorded as cost of revenues.

There is currently no specific definitive guidance in GAAP or alternative accounting frameworks for the accounting for the production and mining of digital assets and management has exercised significant judgment in determining appropriate accounting treatment for the recognition of revenue for mining of digital assets.

Management has examined various factors surrounding the substance of the Company’s operations and the guidance in ASC 606, including identifying the transaction price, when performance obligations are satisfied, and collectability is reasonably assured being the completion and addition of a block to a blockchain and the award of a unit of digital currency to the Company.

In the event authoritative guidance is enacted by the FASB, the Company may be required to change its policies which could result in a change in the Company’s financial statements.

On April 1, 2022, the Company implemented a plan to discontinue its crypto mining operations and divest all related assets.

As of December 31, 2022, all of the crypto mining assets had been discarded and as the Company no longer engages in crypto mining all revenue during the year ended December 31, 2022, has been reclassified to income from discontinued operations (see Note 4).

Basic and Diluted Net Loss Per Common Share

Basic earnings (loss) per common share is computed by dividing net income (loss) available to common shareholders by the weighted-average number of shares of common stock outstanding during the period.

Diluted earnings per common share is computed by dividing income available to common shareholders by the weighted-average number of shares of common stock outstanding during the period increased to include the number of additional shares of common stock that would have been outstanding if potentially dilutive securities had been issued.

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

Convertible notes

Convertible Series C Preferred Stock

Convertible Series A Preferred Stock (1)

10,000,000,000

(1) Series A Preferred Stock was amended in March 2024 to remove the conversion feature (Note 11).

For the years ended December 31, 2023 and 2022 the reconciliation to net loss per common share basic and the anti-dilutive impact on net loss per share, are as follows:

$ ( 9,855,019 )

$ ( 2,907,828 )

Net Loss - diluted

$ ( 9,855,019 )

$ ( 2,907,828 )

Weighted average common shares outstanding

Effect of dilutive shares

Convertible notes

Preferred stock

10,025,957,712

10,013,019,178

10,122,894,865

10,075,344,109

Net loss per common share:

Income taxes are accounted for under the asset and liability method.

Deferred tax assets and liabilities are recognized for the future tax consequences attributable to differences between the financial statement carrying amounts of existing assets and liabilities and their respective tax bases and operating loss and tax credit carry forwards.

Deferred tax assets and liabilities are measured using enacted tax rates expected to apply to taxable income in the years in which those temporary differences are expected to be recovered or settled.

The effect on deferred tax assets and liabilities of a change in tax rates is recognized in income in the period that includes the enactment date.

A valuation allowance is recorded to reduce the Company’s deferred tax assets to an amount that is more likely than not to be realized.

Recently Issued Accounting Pronouncements

In October 2021, the FASB issued ASU No.

2021-08, Accounting for Contract Assets and Contract Liabilities from Contracts with Customers (Topic 805).

This ASU requires an acquirer in a business combination to recognize and measure contract assets and contract liabilities (deferred revenue) from acquired contracts using the revenue recognition guidance in Topic 606.

At the acquisition date, the acquirer applies the revenue model as if it had originated the acquired contracts.

The ASU is effective for annual periods beginning after December 15, 2022, including interim periods within those fiscal years.

Adoption of the ASU should be applied prospectively.

Early adoption is also permitted, including adoption in an interim period.

If early adopted, the amendments are applied retrospectively to all business combinations for which the acquisition date occurred during the fiscal year of adoption.

This ASU is currently not expected to have a material impact on our financial statements.

In December 2023, the FASB issued ASU 2023-09, Income Taxes (Topic 740):

Improvements to Income Tax Disclosures, which requires, among other things, additional disclosures primarily related to the income tax rate reconciliation and income taxes paid.

The expanded annual disclosures are effective for our year ending December 31, 2025.

The Company is currently evaluating the impact that ASU 2023-09 will have on our consolidated financial statements and whether we will apply the standard prospectively or retrospectively.

The Company has considered all other recently issued accounting pronouncements and does not believe the adoption of such pronouncements will have a material impact on its financial statements.

Reclassification

Certain accounts from prior periods have been reclassified to conform to the current period presentation.

Note 3 – Acquisition

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

On April 13, 2022, the transaction between the Company, MFB Ohio and MFB California closed.

The transaction consideration to the equity holders of MFB California was 1,000,000 shares of the Series C Convertible Preferred Stock of the Company with a value at closing of $ 4,200,000 , and a 10 % royalty on gross sales before taxes of the MFB Ohio family of products.

MFB 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 Series C Preferred stock

Assets acquired and liabilities assumed:

Intangible assets

Operating lease right-of-use assets

Operating lease liabilities

Note 4 – Discontinued Operations

On April 1, 2022, the Company implemented a plan to divest its crypto mining operations to focus its resources on the MFB acquisition.

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 the assets and liabilities of the Company’s crypto mining operations as of April 1, 2022:

Digital currency

Digital currency equipment, net

Total assets from discontinued operations

Due to related party

Total liabilities from discontinued operations

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 5 – Equipment, net

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

Furniture and equipment

accumulated depreciation

Property and equipment, net

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

Note 6 – Intangible Assets, net

The Company has capitalized the costs associated with acquiring the intellectual property of MFB (see Note 3) at a value of $ 4,195,353 as of December 31, 2023, and 2022, respectively.

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

During the year ended December 31, 2023, no additional costs met the criteria for capitalization as an intangible asset.

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

Accumulated amortization

Intangible assets, net

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

Year Ended December 31,

EXHIBIT NUMBER

Articles of Incorporation of the Registrant *

Articles of Amendment of Articles of Incorporation of the Registrant *

Bylaws of the Registrant *

Section 302 Certification by the Corporation’s Chief Executive Officer **

Section 302 Certification by the Corporation’s Chief Financial Officer **

Section 906 Certification by the Corporation’s Chief Executive Officer **

Section 906 Certification by the Corporation’s Chief Financial Officer **

* Previously Filed

** Filed Herewith

Reports on Form 8-K

(1) As filed with the commission on Form 8K dated September 24,2008

(2) As filed with the commission on Form 8K dated June 4, 2009

(3) As filed with the commission on Form 8K dated September 8, 2009

(4) As filed with the commission on Form 8K dated September 11, 2009

(5) As filed with the commission on Form 8K dated November 18, 2009

(6) As filed with the commission on Form 8K dated December 3, 2009

(7) As filed with the commission on Form 8K dated December 23, 2009

In accordance with the requirements of the Exchange Act, the registrant

has caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.

GENERAL ENTERPRISE VENTURES, INC

/s/ Joshua Ralston

Joshua Ralston

President, CEO and

Chairman of the Board of Directors

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

During the year ended December 31, 2023 and 2022, the amortization expense was $ 247,247 and $ 0 , respectively.

The Company commenced with amortization during 2023, when we started operations using the acquired assets.

Note 7 – Lease

In March 2022, the Company has entered into an operating lease for the office, with the term of 18 months.

In July 2023, the Company amended the contract and extended the lease term to July 2025.

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

The components of lease expense were as follows:

Operating lease cost

Supplemental cash flow information related to leases was as follows:

Cash paid for operating cash flows from operating leases

Right -of-use assets obtained upon acquisition

Supplemental balance sheet information related to leases was as follows:

Operating lease right-of-use asset

Operating lease liabilities:

Current portion

Non-current portion

Weighted-average remaining lease term - operating leases (year)

Weighted-average discount rate — operating leases

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

Imputed interest

Operating lease liabilities

Note 8 – 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.

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

As of December 31, 2023 and 2022, following is the summary of funds received from the lender:

Maturity date

August 11, 2022

September 2, 2022

April 1, 2023

Due on demand

Total Convertible notes

Current portion

Long -term portion

On June 9, 2022, the lender paid $ 19,000 to the Company and it was recorded as an advance from a related party.

On April 1, 2023, an amount owing to related party was reclassified to convertible note for $ 19,000 .

During the years ended December 31, 2023, and 2022, the Company recognized interest expense of $ 1,311 and $ 255 , respectively.

As of December 31, 2023, and 2022, the Company owned principal of $ 54,000 and $ 35,000 and accrued interest of $ 1,567 and $ 255 , respectively.

Note 9 – Promissory Note

On June 7, 2023, the Company entered into a promissory note agreement for the amount of $ 120,000 , in terms of twelve (12) months and interest rate of 5 % per annum.

During the year ended December 31, 2023, the Company recognized $ 3,017 interest.

As of December 31, 2023, the Company owed principal of $ 120,000 and accrued interest of $ 3,017 .

Note 10 – Related Party Transactions

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

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

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

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

The holder of the Restricted stock shall be entitled to vote but is not entitled to dividends or disposal.

The Company valued the voting rights associated with the awards at $ 2,100,000 which is recorded as stock-based compensation during the year ended December 31, 2022.

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

As of December 31, 2023, the shares have not been issued, and the Company valued the 500,000 shares of common stock at market price on approval date and accrued $ 180,000 .

On October 23, 2021, the Company entered into a consulting agreement with a related party.

The consultant shall render to the Company, upon the request of any members of Board of Directors or the President of the Company, consulting services on matters relating to the business affairs of the Company.

The agreement shall take effect of the date of agreement and shall terminate upon mutual agreement of the parties.

The compensation of consultant is a number of Convertible Series C Preferred Shares which the Board of Directors of the Company may determine at its discretion.

On November 1, 2022, the Company’s Board of Directors approved issuance of 1,200,000 shares of Convertible Series C Preferred Stock to consultant - related party for their past consulting services and continuing to July 2023.

On September 5, 2023.

the Company issued 1,200,000 shares of Convertible Series C Preferred Stock for consulting services rendered to the Company.

The Company valued the 1,200,000 shares of Convertible Preferred Stock at $ 8,640,000 .

On June 9, 2022, the Company received $ 19,000 cash from a third party, and it was recorded as an advance from a related party.

On April 1, 2023, the Company recognized the error and the amount owing to the related party was reclassified to convertible note related to a lender for $19,000 (see Note 8).

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

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

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

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

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

Note 11 – Stockholders’ Equity

Preferred Shares

Shares Outstanding

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

Series A Preferred Stock

The Company originally designated 10,000,000 shares of its Preferred Stock as Series A Convertible Preferred Stock.

Issued and outstanding Series A Convertible Preferred stock as of December 31, 2023 and 2022, was 10,000,000 , respectively.

On March 29, 2024, the Company amended and restated its Series A Convertible Preferred Stock to designate 10,000,000 shares of its Preferred Stock as Series A Preferred Stock, par value $0.0001, with the following rights and privileges .

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

Voting Rights .

Each share of Series A Preferred Stock is entitled to 1,000 votes on all matters submitted to a vote of stockholders.

Holders of shares of Series A Preferred Stock do not have cumulative voting rights.

This means a holder of a single share of Series A Preferred Stock cannot cast more than one vote for each position to be filled on the Board.

Other Rights .

Shares of Series A Preferred Stock are not entitled to a liquidation preference.

The holders of the Series A Preferred Stock may not be redeemed without the consent of the holders of the Series A Preferred Stock.

The holder of the Series A Preferred Stock are not entitled to pre-emptive rights or subscription rights.

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

So long as any shares of Series A Preferred Stock are outstanding, the Company shall not, without first obtaining the approval (by vote or written consent as provided by the Wyoming Business Corporations Act) of the holders of at least a majority of the then outstanding shares of Series A Preferred Stock:

(a) alter or change the rights, preferences or privileges of the Series A Preferred Stock;

(b) alter or change the rights, preferences or privileges of any capital stock of the Company so as to affect adversely the Series A Preferred Stock;

or (d) authorize or issue any shares of senior securities.

The issued and outstanding shares of Series A Preferred Stock are fully paid and non-assessable.

This means the full purchase price for the outstanding shares of Series A Preferred Stock has been paid and the holders of such shares will not be assessed any additional amounts for such shares.

Series C Convertible Preferred Stock

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

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

Voting Rights .

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

Conversion Rights .

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

Such Conversion Ratio, and the rate at which shares of Series C Convertible Preferred Stock may be converted into shares of Common Stock, shall be subject to adjustment.

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

Other Rights .

The holders of the Series C Convertible Preferred Stockare not entitled to a liquidation preference.

The holders of the Series C Convertible Preferred Stock may not be redeemed without the consent of the holders of the Series C Convertible Preferred Stock.

The holder of the Series C Convertible Preferred Stock are not entitled to pre-emptive rights or subscription rights.

So long as any shares of Series C Convertible Preferred Stock are outstanding, the Company shall not, without first obtaining the approval (by vote or written consent as provided by the Wyoming Business Corporations Act) of the holders of at least a majority of the then outstanding shares of Series C Convertible Preferred Stock:

(a) alter or change the rights, preferences or privileges of the Series C Convertible Preferred Stock;

(b) alter or change the rights, preferences or privileges of any capital stock of the Company so as to affect adversely the Series C Convertible Preferred Stock;

or (d) authorize or issue any shares of senior securities.

The issued and outstanding shares of Series A Convertible Preferred Stock are fully paid and non-assessable.

This means the full purchase price for the outstanding shares of Series C Convertible Preferred Stock has been paid and the holders of such shares will not be assessed any additional amounts for such shares.

On April 13, 2022, the Company’s board of directors approved the issuance of 1,000,000 Convertible Series C Preferred Stock, with a value of $ 4,200,000 as consideration for the acquisition of the entity and intellectual property (see Note 3).

The holder may exercise shares after an initial lock up period of six (6) months following the date of the agreement and may only exchange a maximum of four (4) million shares in a twelve (12) month period and may not hold or beneficially hold more than 10% of outstanding at any time.

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

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

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

During the year ended December 31, 2023, the Company received $ 500,000 for stock subscriptions.

As of December 31, 2023, 183,333 shares were not yet issued and are recorded as preferred stock to be issued in equity.

During the year ended December 31, 2023, the Company issued 1,200,000 shares of Convertible Series C Preferred Stock to a related party for consulting services rendered to the Company from October 2021 through July 2023.

The Company valued the 1,200,000 shares of Convertible Preferred Stock, as if converted to 24,000,000 shares of common stock, using the quoted stock price of the Company’s common stock at approval date (November 1, 2022), resulting in a value of $8,640,000 .

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

The Company has authorized 1,000,000,000 shares of common stock with a par value of $ 0.0001 .

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

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

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

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

Stock-Based Compensation

On June 13, 2022, the Company issued 70,000,000 Restricted Stock Awards (“RSAs”) to a member of the board of directors and President of the Company.

Set out below is a summary of the changes in the Restricted Shares during the year ended December 31, 2023 and 2022:

Restricted Stock Award

Weighted-Average Grant Price

Balance, December 31, 2021

Balance, December 31, 2022

Balance, December 31, 2023

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

The holder of the Restricted stock shall be entitled to vote but is not entitled to dividends or disposal.

The Company valued the voting rights associated with the awards at $ 2,100,000 which is recorded as stock-based compensation during the year ended December 31, 2022.

Common Stock to be Issued

As of December 31, 2023, the Company has not issued the shares.

The Company valued the 500,000 shares of common stock at the market value of the Company’s common stock at approval date for the amount of $ 180,000 .

Note 12 - Income Taxes

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

Current tax expense:

Current Income Tax Expense - federal

Current Income Tax Expense - state

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

Deferred tax assets and liabilities

Net Operating loss Carryforward

$ ( 103,000 )

valuation allowance

$ ( 5,677,000 )

$ ( 3,726,000 )

Net deferred tax assets

The Company will have approximately $ 27.5 and $ 17.9 million of gross net operating loss carry-forwards at December 31, 2023 and 2022, respectively.

Federal NOLs do not expire, but are subject to 80% income limitation on use;

state and local laws may vary by jurisdiction.

Net deferred tax assets are mainly comprised of temporary differences between financial statement carrying amount and tax basis of assets and liabilities.

ASC 740 requires a valuation allowance to reduce the deferred tax assets reported if, based on the weight of the evidence, it is more likely than not that some portion or all of the deferred tax assets will not be realized.

At December 31, 2023 and 2022, respectively, a full valuation allowance was recognized.

In addition, the Company performed a comprehensive review of its uncertain tax positions and determined that no adjustments were necessary relating to unrecognized tax benefits at December 31, 2023 and 2022.

The Company’s federal and state income tax returns are subject to examination by taxing authorities for three years after the returns are filed, and as such the Company’s federal and state income tax returns remain open to examination.

The reconciliation of the income tax benefit is computed at the U.S.

federal statutory rate as follows:

Federal statutory income tax at 21%

Application of a full valuation allowance

Provision for income taxes

Note 13– Commitments and Contingencies

As part of the consideration for the Company’s acquisition of Mighty Fire Breaker, LLC (“MFB’), 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 (see Note 3).

Note 14 – Concentration

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

Revenue and accounts receivable

Percentage of Revenue

Percentage of

For Years ended

Accounts Receivable

Total (as a group)

Purchase and accounts payable

Percentage of Purchase

Percentage of

For Years ended

Accounts Payable

Total (as a group)

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

As a result, the Company believes that its accounts receivable credit risk exposure is limited.

Note 15 – Subsequent Events

Management has evaluated subsequent events through the date these financial statements were available to be issued.

Based on our evaluation no material events have occurred that require disclosure, except as follows:

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

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

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

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

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

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

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

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

· 108,333 shares for stock payable.

· 40,000 shares issued to consultants for services

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

On January 29, 2024, the Company’s Board of Directors selected WWC Professional Corporation Limited (the “New Accountant”) to serve as the Company’s independent registered public accounting firm for the review of its Annual Report on Form 10-K for the year ending December 31, 2023.

As a result, the Board of Directors determined that BF Borgers CPA PC (the “Former Accountant”) would no longer serve as the Company’s independent registered public accounting firm, effective as of March 21, 2023.

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

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

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

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

As also disclosed in the Form 8-K, prior to retaining the New Accountant, the Company did not consult with the New Accountant regarding either:

(i) the application of accounting principles to a specified transaction, either contemplated or proposed, or the type of audit opinion that might be rendered on the Company’s financial statements;

or (ii) any matter that was the subject of a “disagreement” or a “reportable event” (as those terms are defined in Item 304(a)(1)(iv) and (a)(1)(v) of Regulation S-K, respectively).

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

The Former Accountant’s response was filed as Exhibit 16.1 to the Form 8-K.

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-K

Item 8. Financial Statements and Supplementary Data