CitroTech Inc 10-Q for FY2023 Q3
CitroTech Inc. (CITR)
About this 10-Q
CitroTech Inc filed this 10-Q on November 15, 2023, covering the quarter ended September 30, 2023 (FY2023 Q3).
Headline figures
Quarter ended September 30, 2023, as reported in this filing, compared with the same period a year earlier where the filing states it.
- Revenue
- $174.71K
- up 817.9% from $19.03K a year earlier
- Net loss
- $9.02M
- compared with a net loss of $297.07K a year earlier
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
Form
(Mark One)
QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 | |
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| For the quarterly period ended: |
or
TRANSITION REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 | |
| |
| For the transition period from ___________ to ___________ |
Commission File Number:
(Exact name of registrant as specified in its charter) |
| ||
(State or other jurisdiction of incorporation or organization) |
| (IRS Employer Identification No.) |
(Address of principal executive offices) | (Zip Code) |
(
(Registrant’s telephone number, including area code)
(Former name, former address and former fiscal year, if changed since last report)
Securities registered pursuant to Section 12(b) of the Act: None
Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days.
Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files).
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act.
Large accelerated filer | ☐ | Accelerated filer | ☐ |
☒ | Smaller reporting company | ||
Emerging growth company |
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐
Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act) YES
Indicate the number of shares outstanding of each of the issuer’s classes of common stock, as of the latest practicable date.
TABLE OF CONTENTS
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Management’s Discussion and Analysis of Financial Condition and Results of Operations |
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| Table of Contents |
PART I - FINANCIAL INFORMATION
Item 1. Financial Statements
General Enterprise Ventures, Inc.
Consolidated Balance Sheets
(Unaudited)
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| September 30, |
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| December 31, |
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Assets |
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Current Assets |
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Cash |
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Prepaid expenses |
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Accounts receivable |
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Inventory |
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Total Current Assets |
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Intangible assets |
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Operating lease right-of-use asset |
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Equipment, net |
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Total Assets |
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Liabilities and Stockholders' Equity |
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Current liabilities |
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Accounts payable and accrued liabilities |
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Promissory note |
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Convertible notes payable |
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Due to related parties |
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Operating lease liability - current portion |
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Total Current Liabilities |
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Operating lease liability |
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Total Liabilities |
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Stockholders' Equity |
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Convertible Series A Preferred Stock, par value $ |
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Convertible Series C Preferred Stock, par value $ |
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Common Stock par value $ |
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Additional paid-in capital |
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Common Stock to be issued -500,000 shares |
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Accumulated deficit |
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Total Stockholders' Equity |
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Total Liabilities and Stockholders' Equity |
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See the accompanying Notes, which are an integral part of these unaudited consolidated financial statements.
| 3 |
| Table of Contents |
General Enterprise Ventures, Inc.
Consolidated Statements of Operations
(Unaudited)
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| Three Months Ended |
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| Nine Months Ended |
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Revenue |
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Cost of revenue |
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Gross Profit |
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Operating Expenses |
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General and administration |
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Management stock-based compensation |
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Stock-based professional fees - related party |
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Professional fees |
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Total operating expenses |
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Loss from Operations |
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Other Expense |
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Interest expense |
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Total other expense |
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Loss from continuing operations before taxes |
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Provision for income taxes |
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Loss from continuing operations |
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Discontinued operations: |
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Income from discontinued operations |
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Loss on disposition of digital currency and digital currency assets |
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Income from discontinued operations, net of tax |
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Net Loss |
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Loss from continuing operations per Common Share – Basic and diluted |
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Income from discontinuing operations per Common Share – Basic and diluted |
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Net loss per common share – Basic and diluted |
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Basic and Diluted Weighted Average Number of Common Shares Outstanding |
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See the accompanying Notes, which are an integral part of these unaudited consolidated financial statements.
| 4 |
| Table of Contents |
General Enterprise Ventures, Inc.
Consolidated Statements of Change in Stockholders’ Equity (Deficit)
(Unaudited)
For the Three and Nine Months ended September 30, 2023
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| Convertible Series A |
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| Convertible Series C |
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| Preferred Stock |
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| Common Stock |
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| Additional |
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| Total Stockholders' |
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| Preferred stock |
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| Preferred stock |
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| Common Stock |
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| to be |
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| Paid-In |
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| Accumulated |
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| Equity |
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| Shares |
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| Amount |
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| Amount |
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| Shares |
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| Amount |
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| issued |
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| issued |
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| Capital |
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| Deficit |
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Balance - December 31, 2022 |
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Common stock issued for services |
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Net loss |
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| - |
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Balance - March 31, 2023 |
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Subscription received - shares to be issued |
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| - |
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| - |
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| - |
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Common stock issued for services |
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| - |
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Conversion of Convertible Series C Preferred stock in Common stock |
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Net loss |
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| - |
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| - |
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Balance - June 30, 2023 |
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Common stock to be issued - management |
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| - |
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| - |
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Issuance Series C Preferred stock related to subscription |
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| - |
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Issuance Series C Preferred stock in cash |
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Issuance Series C Preferred stock for services -related party |
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Contribution inventory - related party |
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Net loss |
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Balance - September 30, 2023 |
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| $ |
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| $ |
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| $ |
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| $ |
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| 5 |
| Table of Contents |
For the Three and Nine Months ended September 30, 2022
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| Convertible Series A |
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| Convertible Series C |
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| Additional |
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| Total Stockholders' |
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| Preferred stock |
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| Preferred stock |
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| Common Stock |
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| Paid-In |
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| Accumulated |
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| Equity |
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| Shares |
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| Amount |
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| Shares |
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| Amount |
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| Shares |
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| Amount |
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| Capital |
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| Deficit |
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Balance - December 31, 2021 |
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Debt forgiveness - former related party |
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| - |
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| - |
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| - |
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Net loss |
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| - |
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| - |
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| - |
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Balance - March 31, 2022 |
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| - |
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Shares issued for acquisition of Mighty Fire Breakers |
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| - |
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| - |
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Conversion of Convertible Series C Preferred stock of Common stock |
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| - |
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Stock based compensation |
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| - |
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| - |
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Net loss |
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| - |
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| - |
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| - |
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Balance - June 30, 2022 |
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| $ |
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Net loss |
|
| - |
|
|
|
|
|
| - |
|
|
|
|
|
| - |
|
|
|
|
|
|
|
|
| ( | ) |
|
| ( | ) | ||||
Balance - September 30, 2022 |
|
|
|
| $ |
|
|
|
|
| $ |
|
|
|
|
| $ |
|
| $ |
|
| $ | ( | ) |
| $ |
| ||||||||
See the accompanying Notes, which are an integral part of these unaudited consolidated financial statements.
| 6 |
| Table of Contents |
General Enterprise Ventures, Inc.
Consolidated Statements of Cash Flows
(Unaudited)
|
| Nine Months Ended |
| |||||
|
| September 30, |
| |||||
|
| 2023 |
|
| 2022 |
| ||
|
|
|
|
|
|
| ||
Cash Flows from Operating Activities: |
|
|
|
|
|
| ||
Net loss |
| $ | ( | ) |
| $ | ( | ) |
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 expense |
|
|
|
|
|
| ||
Depreciation and amortization |
|
|
|
|
|
| ||
Changes in operating assets and liabilities: |
|
|
|
|
|
|
|
|
Accounts receivable |
|
| ( | ) |
|
|
| |
Inventory |
|
| ( | ) |
|
| ( | ) |
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 |
|
| ( | ) |
|
| ( | ) |
|
|
|
|
|
|
|
|
|
Cash Flows from Investing Activities: |
|
|
|
|
|
|
|
|
Purchase of equipment |
|
| ( | ) |
|
| ( | ) |
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 |
|
| 907,600 |
|
|
| - |
|
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 Preferred C stock for acquisition of Mighty Fire Breakers |
| $ |
|
| $ |
| ||
Common stock issued upon conversion of Preferred C stock |
| $ |
|
| $ |
| ||
Debt forgiveness - related party |
| $ |
|
| $ |
| ||
Reclassification of due to related party to convertible note |
| $ |
|
| $ |
| ||
Contribution inventory - related party |
| $ |
|
| $ |
| ||
Issuance Series C Preferred stock for services -related party |
| $ |
|
| $ |
| ||
Initial recognition of right-of-use assets and lease liabilities obtained |
| $ |
|
| $ |
| ||
See the accompanying Notes, which are an integral part of these unaudited consolidated financial statements.
| 7 |
| Table of Contents |
General Enterprise Ventures, Inc.
Notes to Unaudited Consolidated Financial Statements
September 30, 2023
Note 1 – Nature of Operations and Going Concern
General Enterprise Ventures, Inc., (the “Company” or “GEVI”), was originally incorporated under the laws of the State of Nevada on March 14, 1990.
Business
We are a fully integrated technology company structured to provide mergers and acquisitions of new and available technology. Through our services, we incubate first-to-market products and help existing companies accelerate their product development within all regulatory requirements.
Going Concern
The accompanying unaudited interim consolidated financial statements have been prepared (i) in accordance with accounting principles generally accepted in the United States, and (ii) assuming that the Company will continue as a going concern, which contemplates the realization of assets and the satisfaction of liabilities in the normal course of business. The Company has not generated significant income to date. The Company is subject to the risks and uncertainties associated with a business with no substantive revenue, as well as limitations on its operating capital resources. These matters, among others, raise substantial doubt about the ability of the Company to continue as a going concern. These financial statements do not include any adjustments to the amounts and classification of assets and liabilities that may be necessary should the Company be unable to continue as a going concern. In light of these matters, the Company’s ability to continue as a going concern is dependent upon the Company’s ability to raise capital and generate revenue and profits in the future.
Note 2 – Summary of Significant Accounting Policies
Basis of Presentation
The accompanying unaudited interim consolidated financial statements have been prepared in accordance with generally accepted accounting principles in the United States of America for interim financial information and with the instructions to Form 10-Q and Regulation S-X. Accordingly, the unaudited interim financial statements do not include all of the information and footnotes required by generally accepted accounting principles for complete financial statements.
In the opinion of management, all adjustments consisting of normal recurring entries necessary for a fair statement of the periods presented for: (a) the financial position; (b) the result of operations; and (c) cash flows, have been made in order to make the unaudited interim financial statements presented not misleading. The results of operations for such interim periods are not necessarily indicative of operations for a full year. The accompanying unaudited interim consolidated financial statements should be read in conjunction with the consolidated financial statements and related notes included in the Company’s Annual Report on Form 10-K, for the year ended December 31, 2022, as filed with the SEC on March 31, 2023.
Principles of Consolidation
The consolidated financial statements include the accounts of General Enterprise Ventures, Inc., and its wholly owned subsidiaries. Intercompany transactions and balances have been eliminated.
Use of Estimates
The preparation of consolidated financial statements in conformity with accounting principles generally accepted in the United States of America (“GAAP”) requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements. The estimates and judgments will also affect the reported amounts for certain expenses during the reporting period. Actual results could differ from these good faith estimates and judgments.
| 8 |
| Table of Contents |
Cash and Cash Equivalents
For purposes of balance sheet presentation and reporting of cash flows, the Company considers all unrestricted demand deposits, money market funds and highly liquid debt instruments with an original maturity of less than 90 days to be cash and cash equivalents. The Company did not have any cash equivalents. The Company had $
Share-Based Compensation
The Company accounts for employee and non-employee stock awards under ASC 718, Compensation – Stock Compensation, whereby equity instruments issued to employees for services are recorded based on the fair value of the instrument issued and those issued to nonemployees are recorded based on the fair value of the consideration received or the fair value of the equity instrument, whichever is more reliably measurable. Equity grants are amortized on a straight-line basis over the requisite service periods, which is generally the vesting period. If an award is granted, but vesting does not occur, any previously recognized compensation cost is reversed in the period related to the termination of service.
For the nine months ended September 30, 2023 and 2022, the Company recorded share-based compensation of $8,966,850 and $2,100,000, respectively. See Note 9 – Stockholders’ Equity for more detail.
Inventory
Inventories consist of raw materials which are stated at lower cost or net realizable value, with cost being determined on the weighted average method. As of September 30, 2023, and December 31, 2022, the Company held inventories of $
During the nine months ended September 30, 2023, and 2022, the Company recorded cost of goods sold of $
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
Maintenance and repairs are charged to expense as incurred. Improvements of a major nature are capitalized. At the time of retirement or other disposition of property and equipment, the cost and accumulated depreciation are removed from the accounts and any gains or losses are reflected in income.
Long-lived assets are evaluated for impairment whenever events or changes in business circumstances indicate that the carrying amount of the assets may not be fully recoverable or that the useful lives of these assets are no longer appropriate. Each impairment test is based on a comparison of the undiscounted future cash flows to the recorded value of the asset. If impairment is indicated, the asset is written down to its estimated fair value.
Fair Value of Financial Instruments
The Company uses a three-tier fair value hierarchy to classify and disclose all assets and liabilities measured at fair value on a recurring basis, as well as assets and liabilities measured at fair value on a non-recurring basis, in periods subsequent to their initial measurement. The hierarchy requires the Company to use observable inputs when available, and to minimize the use of unobservable inputs, when determining fair value. The three tiers are defined as follows:
| ● | Level 1—Observable inputs that reflect quoted market prices (unadjusted) for identical assets or liabilities in active markets; |
|
|
|
| ● | Level 2—Observable inputs other than quoted prices in active markets that are observable either directly or indirectly in the marketplace for identical or similar assets and liabilities; and |
|
|
|
| ● | Level 3—Unobservable inputs that are supported by little or no market data, which require the Company to develop its own assumptions. |
The Company’s financial instruments, including cash, prepaid expenses, accounts receivable, inventory, accounts payable and accrued liabilities, and due to related party, are carried at amortized cost. At September 30, 2023 and December 31, 2022, the carrying amounts of these instruments approximated their fair values because of the short-term nature of these instruments.
| 9 |
| Table of Contents |
Related Parties
The Company follows ASC 850,“Related Party Disclosures,” for the identification of related parties and disclosure of related party transactions.
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 nine months ended September 30, 2023 and 2022, the following common stock equivalents were excluded from the computation of diluted net loss per share as the result of the computation was anti-dilutive.
|
| September 30, |
|
| September 30, |
| ||
|
| 2023 |
|
| 2022 |
| ||
|
| Shares |
|
| Shares |
| ||
Convertible notes |
|
|
|
|
|
| ||
Convertible Series C Preferred Stock |
|
|
|
|
|
| ||
Revenue
We recognize revenue in accordance with ASC 606, Revenue from Contracts with Customers. The standard’s stated core principle is that an entity should recognize revenue to depict the transfer of promised goods or services to customers in an amount that reflects the consideration to which the entity expects to be entitled in exchange for those goods or services. To achieve this core principle, ASC 606 includes provisions within a five-step model that includes identifying the contract with a customer, identifying the performance obligations in the contract, determining the transaction price, allocating the transaction price to the performance obligations, and recognizing revenue when, or as, an entity satisfies a performance obligation.
Our revenues currently consist of products used for lumber products for fire prevention. Revenue is recognized at a point in time that is which the risks and rewards of ownership of the products transfer from the Company to the customer.
Accounts Receivable
Trade accounts receivable are recorded at the invoiced amount and do not bear interest. The allowance for doubtful accounts is the Company’s best estimate of the amount of probable credit losses in its existing accounts receivable. The Company maintains allowances for doubtful accounts for estimated losses resulting from the inability of its customers to make the required payments for services. Accounts with known financial issues are first reviewed and specific estimates are recorded. The remaining accounts receivable balances are then grouped in categories by the number of days the balance is past due, and the estimated loss is calculated as a percentage of the total category based upon past history. Account balances are charged against the allowance when it is probable that the receivable will not be recovered. During the nine months ended September 30,2023 and 2022, the Company had no allowance for doubtful accounts.
Intangible Assets
Intangible assets with an indefinite life are not amortized and are tested for impairment annually or more frequently if events or changes in circumstances indicate that they might be impaired. Intangible assets with finite lives are initially recorded at cost and amortized on a straight-line basis over the estimated economic useful lives of the respective assets. Acquired intangible assets from business combinations and asset acquisitions are recognized and measured at fair value at the time of acquisition. Those assets represent assets with finite lives and are further amortized on a straight-line basis over the estimated economic useful lives of the respective assets.
| 10 |
| Table of Contents |
Note 2 – Discontinued Operations
Crypto mining
On April 1, 2022, the Company implemented a plan to divest its crypto mining operations to focus its resources on Mighty Fire Breaker, LLC (“MFB”) acquisition (see Note 4). The Company recognized a loss of $
The following is a summary of discontinued operations for the period ended April 1, 2022:
|
| April 1, |
| |
|
| 2022 |
| |
Revenue |
| $ |
| |
Cost of revenue |
|
|
| |
Gross Profit |
|
|
| |
|
|
|
|
|
Operating expenses: |
|
|
|
|
Impairment loss |
|
|
| |
Total operating expenses |
|
|
| |
|
|
|
|
|
Income from discontinued operations |
| $ |
| |
Note 3 – Equipment, net
At September 30, 2023 and December 31, 2022, equipment consisted of the following:
|
| September 30, |
|
| December 31, |
| ||
|
| 2023 |
|
| 2022 |
| ||
Cost: |
|
|
|
|
|
| ||
Furniture and equipment |
| $ |
|
| $ |
| ||
Less: accumulated depreciation |
|
| ( | ) |
|
| ( | ) |
Equipment, net |
| $ |
|
| $ |
| ||
During the nine months ended September 30, 2023 and 2022, the Company recorded a depreciation of $871 and $267, respectively.
Note 4 – Acquisition
On April 13, 2022, the Company acquired Mighty Fire Breaker LLC ("MFB”), in exchange for
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.
| 11 |
| Table of Contents |
The following table summarizes the consideration paid for MFB and the amounts of the assets acquired, and liabilities assumed at the acquisition date of April 13, 2022:
Consideration: |
|
|
| |
Convertible Preferred C stock |
| $ |
| |
|
|
|
|
|
Assets acquired and liabilities assumed: |
|
|
|
|
Intangible assets |
| $ |
| |
Operating lease right-of-use assets |
|
|
| |
Operating lease liabilities |
|
| ( | ) |
Note 5 – Intangible Assets
The Company has capitalized the costs associated with acquiring the intellectual property of MFB at a value of $
The amount capitalized consisted of a portion of the fair value of
Note 6 – Lease
On April 13, 2022, the Company obtained a lease agreement for period of eighteen months to be expired on August 31, 2023. On July 13, 2023, the Company entered into an amendment to lease agreement for a two-year term. In accordance with ASC 842, the Company recognized operating lease ROU assets and lease liabilities as follows:
The following summarizes right-of use asset and lease information about the Company’s operating lease as of September 30, 2023:
|
| Nine Months Ended |
| |||||
|
| September 30, |
| |||||
|
| 2023 |
|
| 2022 |
| ||
Lease cost: |
|
|
|
|
|
| ||
Operating lease cost |
| $ |
|
| $ |
| ||
|
|
|
|
|
|
|
|
|
Other information: |
|
|
|
|
|
|
|
|
Cash paid for operating cash flows from operating leases |
| $ |
|
| $ |
| ||
Right -of-use assets obtained upon acquisition |
| $ |
|
| $ |
| ||
|
|
|
|
|
|
|
|
|
Weighted-average remaining lease term - operating leases (year) |
|
|
|
|
|
| ||
Weighted-average discount rate — operating leases |
|
| % |
|
| % | ||
|
| September 30, |
|
| December 31, |
| ||
|
| 2023 |
|
| 2022 |
| ||
Operating lease ROU asset |
| $ |
|
| $ |
| ||
|
| September 30, |
|
| December 31, |
| ||
|
| 2023 |
|
| 2022 |
| ||
Operating lease liabilities: |
|
|
|
|
|
| ||
Current portion |
|
|
|
| $ |
| ||
Non-current portion |
|
|
|
|
|
| ||
|
| $ |
|
| $ |
| ||
| 12 |
| Table of Contents |
Future minimum lease payments under operating leases at September 30, 2023 were as follows:
Year ended December 31, |
|
|
| |
2023 (excluding the nine months ended September 30, 2023) |
| $ |
| |
2024 |
|
|
| |
2025 |
|
|
| |
Thereafter |
|
|
| |
|
|
|
| |
Less: Imputed interest |
|
| ( | ) |
Operating lease liabilities |
| $ |
| |
Note 7 – Convertible Note
On September 30, 2022, the Company entered into a convertible note agreement for the amount of $
|
| Principal |
|
|
| Interest |
|
|
| |||||
Payment date |
| Amount |
|
| Maturity date |
| Rate |
|
| Balance |
| |||
August 11, 2022 |
| $ |
|
|
|
| % |
|
|
| ||||
September 2, 2022 |
| $ |
|
|
|
| % |
|
|
| ||||
April 1, 2023 |
| $ |
|
|
|
| % |
|
|
| ||||
Total Convertible notes |
|
|
|
|
|
|
|
|
|
|
| $ |
| |
Current portion |
|
|
|
|
|
|
|
|
|
|
|
| ( | ) |
Long -term portion |
|
|
|
|
|
|
|
|
|
|
| $ |
| |
On June 9, 2022, the lender paid $
During the nine months ended September 30, 2023 and 2022, the Company recognized $
Note 8 – Promissory Note
On June 7, 2023, the Company entered into a promissory note agreement for the amount of $
Note 9 – Stockholders’ Equity
On June 29, 2023, the
| 13 |
| Table of Contents |
Preferred Shares
The Company’s preferred shares consist of the following:
Series A Preferred Stock
The Company has authorized
Series C Preferred Stock
The Company has authorized
On April 13, 2022, the Company’s board of directors approved the issuance of
On June 7, 2022, the holder of the Convertible Series C Preferred Stock converted
On April 5, 2023, the holder of the Convertible Series C Preferred Stock converted
During the nine months ended September 30, 2023, the Company issued
During the nine months ended September 30, 2023, the Company issued
Common Shares
The Company has authorized
As of September 30, 2023,
| 14 |
| Table of Contents |
During the nine months ended September 30, 2023 and 2022, the holder of the Convertible Series C Preferred Stock Converted 150,000 and 50,000 shares of the Company’s Series C Preferred Stock into
During the nine months ended September 30, 2023, the company issued
As of September 30, 2023, and December 31, 2022, issued and outstanding Common shares were
Restricted Stock Award
On June 13, 2022, the Company issued a
|
| RSA |
|
| Weighted -Average Grant Price |
| ||
Balance, December 31, 2022 |
|
|
|
| $ |
| ||
Granted |
|
| - |
|
|
|
| |
Vested |
|
| - |
|
|
|
| |
Forfeited |
|
| - |
|
|
| - |
|
Balance, September 30, 2023 |
|
|
|
| $ |
| ||
Common Stock to be Issued
On November 1, 2022, the Company’s Board of Directors approved the issuance of
Note 10 – Related Party Transactions
During the nine months ended September 30, 2022, our former officer forgave $
During the nine months ended September 30, 2022, as part of the Company’s divestiture of its digital asset operations, a related party forgave loans payable of $
On June 9, 2022, the Company received $
During the nine months ended September 30, 2023 and 2022, a related party advanced to the Company an amount of $
During the nine months ended September 30, 2023, and 2022, a related party advanced to the Company an amount of $
During the nine months ended September 30, 2023 and 2022, the Company repaid $
| 15 |
| Table of Contents |
During the nine months ended September 30, 2023 and 2022 the Company paid $
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
On November 1, 2022, the Company’s Board of Directors approved the issuance of
As of September 30, 2023, and December 31, 2022, the Company was obliged to related parties, for unsecured, non-interest-bearing demand loans with a balance of $
Note 11 – Commitments and Contingencies
The vendor in the transaction involving MFB is entitled to a ten (10%) percent royalty on gross sales of the MFB family of products.
Note 12 – Concentration
During nine months ended September 30, 2023 and 2022, customer and supplier concentrations (more than 10%) were as follows:
Revenue
During the nine months ended September 30, 2023, one customer represented
Purchases
During the nine months ended September 30, 2023, one supplier represented
Accounts receivable
As of September 30, 2023, one customer represented
Note 13 – Subsequent Events
Management has evaluated subsequent events through the date these financial statements were available to be issued.
| 16 |
| Table of Contents |
Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations
FORWARD-LOOKING STATEMENTS
This report contains forward-looking statements. The Securities and Exchange Commission encourages companies to disclose forward-looking information so that investors can better understand a company’s future prospects and make informed investment decisions. This report and other written and oral statements that we make from time to time contain such forward-looking statements that set out anticipated results based on management’s plans and assumptions regarding future events or performance. We have tried, wherever possible, to identify such statements by using words such as “anticipate,” “estimate,” “expect,” “project,” “intend,” “plan,” “believe,” “will” and similar expressions in connection with any discussion of future operating or financial performance. In particular, these include statements relating to future actions, future performance or results of current and anticipated sales efforts, expenses, the outcome of contingencies, such as legal proceedings, and financial results.
We caution that the factors described herein, and other factors could cause our actual results of operations and financial condition to differ materially from those expressed in any forward-looking statements we make and that investors should not place undue reliance on any such forward-looking statements. Further, any forward-looking statement speaks only as of the date on which such statement is made, and we undertake no obligation to update any forward-looking statement to reflect events or circumstances after the date on which such statement is made or to reflect the occurrence of anticipated or unanticipated events or circumstances. New factors emerge from time to time, and it is not possible for us to predict all of such factors. Further, we cannot assess the impact of each such factor on our results of operations or the extent to which any factor, or combination of factors, may cause actual results to differ materially from those contained in any forward-looking statements.
Our audited financial statements are stated in United States Dollars (USD) and are prepared in accordance with accounting principles generally accepted in the United States of America (“GAAP”). The following discussion should be read in conjunction with our financial statements and the related notes that appear elsewhere in this quarterly report. The following discussion contains forward-looking statements that reflect our plans, estimates and beliefs. Our actual results could differ materially from those discussed in the forward-looking statements. Factors that could cause or contribute to such differences include, but are not limited to, those discussed below and elsewhere in this quarterly report.
In this quarterly report, unless otherwise specified, all dollar amounts are expressed in United States dollars and all references to “common shares” refer to the common shares in our capital stock.
As used in this quarterly report, the terms “we”, “us”, “our” and “our company” mean General Enterprise Ventures, Inc.
General Overview
General Enterprise Ventures, Inc. (the “Company”) was originally incorporated under the laws of the State of Nevada on March 14, 1990.
On January 15, 2021, the Company filed a Certificate of Conversion from a Non-Delaware Corporation to a Delaware Corporation, and the associated Certificate of Incorporation, to become a corporation in Delaware. Delaware recognized this domestication of the Company.
On March 31, 2021, the Company formed General Entertainment Ventures, Inc. (“GEVI”) in Delaware as a wholly owned subsidiary of the Company. The purpose of the formation of GEVI was to merge the Company into GEVI pursuant to Section 251(g) of the General Corporation Law of the State of Delaware.
On April 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.
| 17 |
| Table of Contents |
On June 3, 2021, after approval by the board of directors and shareholders of the Company, the Company was redomiciled to the State of Wyoming.
On October 11, 2021, after approval by the board of directors and shareholders of the Company, the Company was renamed General Enterprise Ventures, Inc., in the State of Wyoming.
On April 13, 2022, the Company acquired Mighty Fire Breaker LLC ("MFB”), in exchange for 1,000,000 shares of Series C Convertible Preferred Stock. MFB was formed to hold intellectual property pertaining to the fire suppression segment of the environmental industry, which included patents and patents pending,
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.
On April 28, 2022, Jan Ralston transferred ownership of 10,000,000 shares of Series A Convertible Preferred Stock to CEO, Joshua Ralston, making Mr. Ralston the Shareholder with majority voting control.
Current Operations
Fully Integrated Services
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.
Corporate changes
On April 13, 2022, the Company acquired Mighty Fire Breaker LLC ("MFB”), in exchange for 1,000,000 shares of Series C Convertible Preferred Stock. MFB was formed to hold intellectual property pertaining to the fire suppression segment of the environmental industry, which included patents and patents pending,. MFB has 18 granted patents as well as 17 U.S. and worldwide patents pending centered around it’s CitroTech MFB 31 Technology for the prevention and spread of wildfires, mapping and tracking and other associated technologies. Its core products can be used as vegetation and lumber treatments for fire prevention and is in development of uses for it’s green technologies. It has been widely tested and approved by three major US government agencies. When CitroTech is sprayed and applied it takes flammable fuels like dry native vegetation and wood and makes them non-combustible. During the third quarter of 2022, MFB received EPA Safer Choice status and UL Green-Guard Gold approval on its CitroTech fire inhibitor as well as California Aquatic approval as non-toxic and non-hazardous. MFB continues to pursue additional accreditations, such as USDA Missoula Testing approval, for selling products to governmental entities. Currently, MFB is involved in installing large home and facility Proactive Wildfire Prevention Systems as well as providing it’s products to various entities for proactive wildfire defense spraying. MFB continues to pursue and do business with retail chains selling both DIY home systems and its CitroTech non-toxic non-hazardous chemistry. On October 2nd 2023 Mighty Fire Breaker LLC won the EPA Safer Choice Partner of the Year Award. The Company continues to work towards a revenue model and advancements in IP.
Effective April 1, 2022, the Company implemented a plan to divest its Crypto Mining operations and focus resources on the operations of 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, the Company formed a UK branch of its US subsidiary MFB, named Mighty Fire Breaker UK Limited. The subsidiary headquartered in the United Kingdom, will be used to direct the sales of the Mighty Fire Breaker line of products and technologies in Europe, the Middle East and Africa.
| 18 |
| Table of Contents |
Results of Operations
The following summary of our results of operations should be read in conjunction with our unaudited interim financial statements for the period ended September 30, 2023, which are included herein.
Our operating results for the three and nine months ended September 30, 2023 and 2022 and the changes between those periods for the respective items are summarized as follows:
Results of Operations for the three months ended September 30, 2023 and the three months ended September 30, 2022
|
| Three Months Ended |
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|
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| ||||||
|
| September 30, |
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|
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| ||||||
|
| 2023 |
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| 2022 |
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| Change |
| |||
Revenue |
| $ | 174,710 |
|
| $ | 19,033 |
|
| $ | 155,677 |
|
Operating expenses |
|
| 9,156,070 |
|
|
| 314,224 |
|
|
| 8,841,846 |
|
Other expense |
|
| 1,760 |
|
|
| 76 |
|
|
| 1,684 |
|
Net loss |
| $ | (9,023,003 | ) |
| $ | (297,065 | ) |
| $ | 8,997,523 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net loss |
| $ | (9,023,003 | ) |
| $ | (297,065 | ) |
| $ | (8,725,938 | ) |
Revenue
Our Company generated $174,710 and $19,033 revenue for the three months ended September 30, 2023 and 2022, respectively. The Company’s revenue is associated with revenue from MFB which acquired intellectual property to fire suppression in April 2022.
Operating Expenses
Operating expenses consisted of $189,508 cash paid for professional fees and $146,562 for general and administrative expenses and non-cash stock-based compensation of $8,820,000 in the three months ended September 30, 2023. Whereas, for the three months ended September 30, 2022, we paid cash for professional fees of $111,783 and general and administrative expenses of $202,441 and had no stock-based compensation expenses.
The increase in operating expenses during the three-month period ended 2023, is due to the valuations of preferred and common stock issued to a consultant and directors of the Company, respectively, and using quoted closing common stock prices from the OTCMarkets. The Company issued 1,200,000 shares of Preferred C stock, for professional fees to a related party consultant, which is valued as if they are fully converted to 24 million shares of common stock on issuance, and based on closing stock prices resulted in an accounting valuation of $8,640,000. The Company issued 250,000 shares of common stock to each of the two directors of the Company and using quoted stock values resulted in a non-cash compensation expense of $180,000.
Other Expenses
For the three months ended September 30, 2023 and 2022, the other expenses consisted of $1,760 and $76 interest related to convertible note payable, respectively.
Net Loss
As a result of the foregoing, we incurred a net loss of $9,023,003, for the three months ended September 30, 2023, compared to a net loss of $297,065 for the corresponding three months ended September 30, 2022.
19 |
Results of Operations for the nine months ended September 30, 2023 and the nine months ended September 30, 2022
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| Nine Months Ended |
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| ||||||
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| September 30, |
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|
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| ||||||
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| 2023 |
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| 2022 |
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| Change |
| |||
Revenue |
| $ | 258,660 |
|
| $ | 60,501 |
|
| $ | 198,159 |
|
Operating expenses |
|
| 9,930,183 |
|
|
| 2,717,531 |
|
|
| 7,212,652 |
|
Other expenses |
|
| 2,519 |
|
|
| 76 |
|
|
| 2,443 |
|
Net loss from continuing operations |
| $ | (9,732,672 | ) |
| $ | (2,658,904 | ) |
| $ | 7,467,643 |
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|
|
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|
|
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Income from discontinued operations |
|
| - |
|
|
| 13,016 |
|
|
| (13,016 | ) |
Loss on disposition of digital currency and digital currency assets |
|
| - |
|
|
| (2,030 | ) |
|
| 2,030 |
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Net income from discontinued operations, net of tax |
| $ | - |
|
| $ | 10,986 |
|
| $ | (10,986 | ) |
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|
|
|
|
|
|
|
|
|
|
|
|
Net loss |
| $ | (9,732,672 | ) |
| $ | (2,647,918 | ) |
| $ | (7,084,754 | ) |
Revenue
Our Company generated $258,660 and $60,501 revenue for the nine months ended September 30,2023 and 2022, respectively. The Company’s revenue is associated with the commencement of revenue from MFB, which acquired intellectual property to fire suppression in April 2022.
Operating Expenses
Operating expenses consisted of $749,155 cash paid for professional fees and $361,028 for general and administrative expenses and non-cash stock-based compensation of $8,966,850 in the nine months ended September 30, 2023. Whereas, for the nine months ended September 30, 2022, we paid cash for professional fees of $334,249 and general and administrative expenses of $283,282 and calculated $2,100,00 in stock-based compensation expenses.
The increase in operating expenses during the period ended 2023, is due to the valuations of preferred and common stock issued to a consultant and directors of the Company, respectively, and using quoted closing prices from the OTCMarkets. The Company issued 1,200,000 shares of Preferred C stock, for professional fees to a related party consultant, which is valued as if it is fully converted to 24 million shares of Common stock on issuance, and based on closing prices, resulted in an accounting valuation of $8,640,000. The Company issued 250,000 common shares to each of the two directors of the Company using quoted values resulted in a non-cash stock-based compensation expense of $180,000. The 2022 stock-based compensation expenses were associated with the issuance of 70,000,000 restricted common stock units as compensation.
Other Expenses
For the nine months ended September 30, 2023 and 2022, the other expenses consisted of $1,760 and $76 interest related to convertible note payable, respectively.
Discontinuing Operating Expenses
During the nine months ended September 30, 2022, loss on discontinued operations of $2,030 was the result of a loss on disposition of the Company’s digital currency assets, including equipment and digital currency, against a note payable issued as consideration for the equipment when it was previously acquired.
During the nine months ended September 30, 2022, income from discontinued operations of $13,016 was the result of the net income from the operations of crypto mining and the disposition of crypto mining which the Company implemented a plan to divest its crypto mining operations to focus its resources on the MFB operations.
Net Loss
As a result of the foregoing, we incurred a net loss of $9,732,672, for the nine months ended September 30, 2023, compared to a net loss of $2,647,918 for the corresponding nine months ended September 30, 2022.
20 |
Liquidity and Capital Resources
|
| September 30, |
|
| December 31, |
|
|
|
| |||
|
| 2023 |
|
| 2022 |
|
| Change |
| |||
Cash |
| $ | 565,867 |
|
| $ | 55,434 |
|
| $ | 510,433 |
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|
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Current Assets |
| $ | 947,683 |
|
| $ | 170,319 |
|
| $ | 777,364 |
|
Current Liabilities |
| $ | 1,722,087 |
|
| $ | 1,060,918 |
|
| $ | 661,169 |
|
Working Capital (Deficiency) |
| $ | (774,404 | ) |
| $ | (890,599 | ) |
| $ | 116,195 |
|
The increase in working capital in 2023 was primarily the result of an increase in cash of $510,433, accounts receivable of $182,308, inventory of $70,033 and prepaid expenses of $14,590 offset by an increase due to related party of $508,528, promissory note of $120,000, convertible note of $19,000.
As of September 30, 2023, and December 31, 2022, the current assets consisted primarily of cash of $565,867 and $55,434, inventory of $184,678 and $114,645, accounts receivable of $182,308 and $0, and prepaid expenses of $14,830 and 240, respectively.
As of September 30, 2023, and December 31, 2022, the current liabilities consisted of accounts payable and accrued liabilities of $62,156 and $87,398, due to related party of $1,407,681 and $899,153, convertible note of $54,000 and $35,000, promissory note of $120,000 and $0 and current portion of operating lease liability of $78,250 and $39,367, respectively.
Cash Flows
|
| Nine Months Ended |
| |||||
|
| September 30, |
| |||||
|
| 2023 |
|
| 2022 |
| ||
Cash used in operating activities |
| $ | (819,936 | ) |
| $ | (506,731 | ) |
Cash used in Investing Activities |
| $ | (2,231 | ) |
| $ | (5,350 | ) |
Cash provided by financing activities |
| $ | 1,332,600 |
|
| $ | 563,764 |
|
Net Change in Cash |
| $ | 510,433 |
|
| $ | 51,683 |
|
Cash Flows from Operating Activities
We have not generated positive cash flows from operating activities. For the nine months ended September 30, 2023, net cash flows used in operating activities was $819,936, consisting of a net loss of $9,732,672, reduced by stock-based compensation of $8,966,850, non-cash lease expenses of $52,058, depreciation $871 and increased by changes in operating assets and liabilities of $107,043.
For the nine months ended September 30, 2022, net cash flows used in operating activities was $506,731, consisting of a net loss of $2,647,918, reduced by management compensation of $2,100,000 associated with the issuance of 70,000,000 shares of common stock as compensation, loss on disposition of digital currency and digital currency assets of $2,030, impairment loss on digital assets of $6,125, depreciation of $15,326, non-cash lease expenses of $29,647 and increased by changes in operating assets and liabilities of $11,941.
Cash Flows from Investing Activities
For the nine months ended September 30, 2023 and 202, the cash flows used in investing activities were $2,231 and $5,350, which was related to the purchase of equipment, respectively.
Cash Flows from Financing Activities
For the nine months ended September 30, 2023, net cash provided by financing activities consisted of $305,000 received from a related party, $907,600 from preferred stock subscriptions and $120,000 from promissory note.
For the nine months ended September 30, 2022 net cash provided by financing activities consisted of $584,484 received from a related party, $35,000 from convertible note and $55,720 repaid to a related party.
21 |
Going Concern
The accompanying consolidated financial statements have been prepared (i) in accordance with accounting principles generally accepted in the United States, and (ii) assuming that the Company will continue as a going concern, which contemplates the realization of assets and the satisfaction of liabilities in the normal course of business. The Company has not generated significant income to date. The Company is subject to the risks and uncertainties associated with a business with no substantive revenue, as well as limitations on its operating capital resources. These matters, among others, raise substantial doubt about the ability of the Company to continue as a going concern. These financial statements do not include any adjustments to the amounts and classification of assets and liabilities that may be necessary should the Company be unable to continue as a going concern. In light of these matters, the Company’s ability to continue as a going concern is dependent upon the Company’s ability to raise capital and generate revenue and profits in the future.
Critical Accounting Policies
The discussion and analysis of our financial condition and results of operations are based upon our financial statements, which have been prepared in accordance with the accounting principles generally accepted in the United States of America. Preparing financial statements requires management to make estimates and assumptions that affect the reported amounts of assets, liabilities, and expenses. These estimates and assumptions are affected by management’s application of accounting policies. We believe that understanding the basis and nature of the estimates and assumptions involved with the following aspects of our financial statements is critical to an understanding of our financial statements.
Share-Based Compensation
The Company accounts for employee and non-employee stock awards under ASC 718, Compensation – Stock Compensation, whereby equity instruments issued to employees for services are recorded based on the fair value of the instrument issued and those issued to nonemployees are recorded based on the fair value of the consideration received or the fair value of the equity instrument, whichever is more reliably measurable. Equity grants are amortized on a straight-line basis over the requisite service periods, which is generally the vesting period. If an award is granted, but vesting does not occur, any previously recognized compensation cost is reversed in the period related to the termination of service.
Off-balance sheet arrangements
We have no off-balance sheet arrangements that have or are reasonably likely to have a current or future effect on our financial condition, changes in financial condition, revenues or expenses, results of operations, liquidity, capital expenditures or capital resources that is material to stockholders.
Item 3. Quantitative and Qualitative Disclosures About Market Risk
As a “smaller reporting company”, we are not required to provide the information required by this Item.
Item 4. Controls and Procedures
Evaluation of Disclosure Controls and Procedures
Our management is responsible for establishing and maintaining a system of disclosure controls and procedures (as defined in Rule 13a-15(e) and 15d-15(e) under the Exchange Act) that is designed to ensure that information required to be disclosed by us in the reports that we file or submit under the Exchange Act is recorded, processed, summarized and reported, within the time periods specified in the Commission’s rules and forms. Disclosure controls and procedures include, without limitation, controls and procedures designed to ensure that information required to be disclosed by an issuer in the reports that it files or submits under the Exchange Act is accumulated and communicated to the issuer’s management, including its principal executive officer or officers and principal financial officer or officers, or persons performing similar functions, as appropriate to allow timely decisions regarding required disclosure.
An evaluation was conducted under the supervision and with the participation of our management of the effectiveness of the design and operation of our disclosure controls and procedures as of September 30, 2023. Based on that evaluation, our management concluded that our disclosure controls and procedures were not effective as of such date to ensure that information required to be disclosed in the reports that we file or submit under the Exchange Act, is recorded, processed, summarized and reported within the time periods specified in SEC rules and forms as a result of the following material weaknesses: (1) lack of a functioning audit committee, (2) lack of a majority of outside directors on our Board of Directors, resulting in ineffective oversight in the establishment and monitoring of required internal controls and procedures; (3) inadequate segregation of duties consistent with control objectives; and (4) management is dominated by one individual without adequate compensating controls.
A “material weakness” is a deficiency, or combination of deficiencies, in internal control over financial reporting such that there is a reasonable possibility that a material misstatement of the Company’s annual or interim financial statements would not be prevented or detected on a timely basis.
We expect to be materially dependent upon a third party to provide us with accounting consulting services for the foreseeable future. Until such time as we have a chief financial officer with the requisite expertise in U.S. GAAP, there are no assurances that the material weaknesses in our disclosure controls and procedures and internal control over financial reporting will not result in errors in our financial statements which could lead to a restatement of those financial statements.
Changes in Internal Controls
There have been no changes in our internal controls over financial reporting identified in connection with the evaluation required by paragraph (d) of Securities Exchange Act Rule 13a-15 or Rule 15d-15 that occurred in the period ended September 30, 2023, that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.
| 22 |
| Table of Contents |
PART II - OTHER INFORMATION
Item 1. Legal Proceedings
From time to time, we may be involved in various claims and legal proceedings relating to claims arising out of our operations. We are not currently a party to any legal proceedings that, in the opinion of our management, are likely to have a material adverse effect on our business, financial condition, and results of operations. Regardless of outcome, litigation can have an adverse impact on us because of defense and settlement costs, diversion of management resources and other factors.
Item 1A. Risk Factors
As a “smaller reporting company,” we are not required to provide the information required by this Item.
Item 2. Unregistered Sales of Equity Securities and Use of Proceeds
None.
Item 3. Defaults Upon Senior Securities
None.
Item 4. Mine Safety Disclosures
Not Applicable.
Item 5. Other Information
None.
Item 6. Exhibits
Exhibit Number |
Description | |
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101* |
| Inline XBRL Document Set for the condensed financial statements and accompanying notes in Part I, Item 1, “Financial Statements” of this Quarterly Report on Form 10-Q. |
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104* |
| Inline XBRL for the cover page of this Quarterly Report on Form 10-Q, included in the Exhibit 101 Inline XBRL Document Set. |
________
* Filed herewith.
| 23 |
| Table of Contents |
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.
| General Enterprise Ventures, Inc. | ||
| (Registrant) | ||
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| |
Dated: November 15, 2023 |
| /s/ Joshua Ralston | |
| Joshua Ralston | ||
| Chief Executive Officer and Chief Financial Officer |
| 24 |
EXHIBIT 31.1
CERTIFICATION OF PRINCIPAL EXECUTIVE OFFICER AND
PRINCIPAL ACCOUNTING AND FINANCIAL OFFICER
PURSUANT TO SECTION 302 OF THE SARBANES-OXLEY ACT AND RULE 13A-14(A)
OR 15D-14(A) UNDER THE SECURITIES EXCHANGE ACT OF 1934
I, Joshua Ralston, certify that:
| 1. | I have reviewed this report on Form 10-Q of General Enterprise Ventures, Inc. for the quarter ended September 30, 2023; |
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| 2. | Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report; |
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| 3. | Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report; |
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| 4. | I am responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have: |
|
| (a) | Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under my supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to me by others within those entities, particularly during the period in which this report is being prepared; |
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| (b) | Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under my supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles; |
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| (c) | Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report my conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and |
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| (d) | Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and |
| 5. | I have disclosed, based on my most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of registrant’s board of directors (or persons performing the equivalent functions): |
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| (a) | All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and |
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| (b) | Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting. |
| Date: November 15, 2023 | By: | /s/ Joshua Ralston | |
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| Joshua Ralston | ||
|
| Chief Executive Officer and Chief Financial Officer |
EXHIBIT 32.1
CERTIFICATION OF PRINCIPAL EXECUTIVE OFFICER AND
PRINCIPAL ACCOUNTING AND FINANCIAL OFFICER
PURSUANT TO 18 U.S.C. SECTION 1350,
AS ADOPTED PURSUANT TO
SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002
In connection with the Quarterly Report on Form 10-Q of Genera Enterprise Ventures, Inc. (the “Company”), for the quarter ended September 30, 2023, as filed with the Securities and Exchange Commission on the date hereof (the “Report”), I, Joshua Ralston, Chief Executive Officer and Chief Financial Officer of the Company, certify, pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, that:
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| (1) | The Report fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934; and |
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| (2) | The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company. |
A signed original of this written statement required by Section 906 has been provided to the Company and will be retained by the Company and furnished to the Securities and Exchange Commission or its staff upon request.
| Date: November 15, 2023 | By: | /s/ Joshua Ralston | |
|
| Joshua Ralston | ||
|
| Chief Executive Officer and Chief Financial Officer |
|