10-Q

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

Form 10-Q

(Mark One)

☒	QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
	For the quarterly period ended: June 30,2023

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: 033-55254-38

General Enterprise Ventures, Inc.

(Exact name of registrant as specified in its charter)

Wyoming	87-2765150
(State or other jurisdiction of incorporation or organization)	(IRS Employer Identification No.)

1740H Del Range Blvd, Suite 166 Cheyenne, WY	82009
(Address of principal executive offices)	(Zip Code)

(800) 401-4535

(Registrant’s telephone number, including area code)

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

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

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

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

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

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

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

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

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

97,545,388 shares of common stock issued and outstanding as of July 31, 2023.

TABLE OF CONTENTS

PART I - FINANCIAL INFORMATION
Item 1.	Financial Statements	3
Item 2.	Management’s Discussion and Analysis of Financial Condition and Results of Operations	15
Item 3.	Quantitative and Qualitative Disclosures About Market Risk	20
Item 4.	Controls and Procedures	20
PART II - OTHER INFORMATION
Item 1.	Legal Proceedings	21
Item 1A.	Risk Factors	21
Item 2.	Unregistered Sales of Equity Securities and Use of Proceeds	21
Item 3.	Defaults Upon Senior Securities	21
Item 4.	Mine Safety Disclosures	21
Item 5.	Other Information	21
Item 6.	Exhibits	21
SIGNATURES		22

2

PART I - FINANCIAL INFORMATION

Item 1. Financial Statements

 General Enterprise Ventures, Inc.

Consolidated Balance Sheets

(Unaudited)

	June 30,			December 31,
	2023			2022
Assets
Current Assets
Cash	$	86,144		$	55,434
Prepaid expenses		20,339			240
Inventory		103,736			114,645
Total Current Assets		210,219			170,319
Intangible assets		4,195,353			4,195,353
Operating lease right-of-use asset		9,977			39,367
Equipment, net		4,016			4,547
Total Assets	$	4,419,565		$	4,409,586
Liabilities and Stockholders' Equity
Current liabilities
Accounts payable and accrued liabilities	$	34,150		$	87,398
Convertible note payable		54,000			35,000
Due to related party		1,355,989			899,153
Operating lease liability - current portion		9,977			39,367
Total Current Liabilities		1,454,116			1,060,918
Total Liabilities		1,454,116			1,060,918
Stockholders' Equity
Convertible Series A Preferred Stock, par value $0.0001, authorized 10,000,000 shares,
10,000,000 shares issued and outstanding		1,000			1,000
Convertible Series C Preferred Stock, par value $0.0001, authorized 5,000,000 shares,
800,000 and 950,000 issued and outstanding, respectively		80			95
Common Stock par value $0.0001, authorized 1,000,000,000 shares,
97,545,388 and 93,945,388 shares issued and outstanding, respectively		9,755			9,395
Additional paid-in capital		62,866,083			62,719,578
Shares to be issued, subscription received		179,600			-
Accumulated deficit		(60,091,069	)		(59,381,400	)
Total Stockholders' Equity		2,965,449			3,348,668
Total Liabilities and Stockholders' Equity	$	4,419,565		$	4,409,586

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

3

General Enterprise Ventures, Inc.

Consolidated Statements of Operations

(Unaudited)

	Three Months Ended						Six Months Ended
	June 30,						June 30,
	2023			2022			2023			2022
Revenue	$	28,355		$	41,468		$	83,950		$	41,468
Cost of revenue		4,893			-			18,747			-
Gross Profit		23,462			41,468			65,203			41,468
Operating Expenses
General and administration		114,151			78,111			213,935			80,706
Depreciation		267			135			531			135
Management compensation		-			2,100,000			-			2,100,000
Professional fees		264,518			182,295			559,647			222,466
Total operating expenses		378,936			2,360,541			774,113			2,403,307
Loss from Operations		(355,474	)		(2,319,073	)		(708,910	)		(2,361,839	)
Other Income (Expense)
Interest expense		(584	)		-			(759	)
Total other expense		(584	)		-			(759	)		-
Loss from continuing operations before taxes		(356,058	)		(2,319,073	)		(709,669	)		(2,361,839	)
Provision for income taxes		-			-			-			-
Loss from continuing operations	$	(356,058	)	$	(2,319,073	)	$	(709,669	)	$	(2,361,839	)
Discontinued operations:
Income from discontinued operations	$	-		$	-		$	-		$	13,016
Loss on disposition of digital currency and digital currency assets		-			(2,030	)		-			(2,030	)
Income (Loss) from discontinued operations, net of tax	$	-		$	(2,030	)	$	-		$	10,986
Net Loss	$	(356,058	)	$	(2,321,103	)	$	(709,669	)	$	(2,350,853	)
Loss from continuing operations Per Common Share – Basic	$	(0.00	)	$	(0.06	)	$	(0.01	)	$	(0.08	)
Income (Loss) from discontinuing operations Per Common Share– Basic	$	-		$	(0.00	)	$	-		$	0.00
Net loss per common share - Basic	$	(0.00	)	$	(0.06	)	$	(0.01	)	$	(0.08	)
Loss from continuing operations Per Common Share – Diluted	$	(0.00	)	$	(0.06	)	$	(0.01	)	$	(0.08	)
Income (Loss) from discontinuing operations Per Common Share– Diluted	$	-		$	(0.00	)	$	-		$	0.00
Net loss per common share - Diluted	$	(0.00	)	$	(0.06	)	$	(0.01	)	$	(0.08	)
Basic Weighted Average Number of Common Shares Outstanding		97,350,883			37,055,278			95,766,935			30,039,311
Diluted Weighted Average Number of Common Shares Outstanding		113,482,751			37,745,388			113,324,946			30,386,272

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

4

General Enterprise Ventures, Inc.

Consolidated Statements of Change in Stockholders’ Equity (Deficit)

(Unaudited)

For the three and six months ended June 30, 2023

	Convertible Series A				Convertible Series C												Additional						Total  Stockholders'
	Preferred stock				Preferred stock						Common Stock				Stock		Paid-In			Accumulated			Equity
	Shares		Amount		Shares			Amount			Shares		Amount		to be issued		Capital			Deficit			(Deficit)
Balance - December 31, 2022		10,000,000	$	1,000		950,000		$	95			93,945,388	$	9,395	$	-	$	62,719,578		$	(59,381,400	)	$	3,348,668
Common stock issued for services		-		-		-			-			300,000		30		-		86,820			-			86,850
Net loss		-		-		-			-			-		-		-		-			(353,611	)		(353,611	)
Balance - March 31, 2023		10,000,000	$	1,000		950,000		$	95			94,245,388	$	9,425		-	$	62,806,398		$	(59,735,011	)	$	3,081,907
Shares to be issued, subscription received		-		-		-			-			-		-		179,600		-			-			179,600
Common stock issued for services		-		-		-			-			300,000		30		-		59,970			-			60,000
Conversion of Convertible Series C Preferred stock in Common stock		-		-		(150,000	)		(15	)		3,000,000		300		-		(285	)		-			-
Net loss		-		-		-			-			-		-		-		-			(356,058	)		(356,058	)
Balance - June 30, 2023		10,000,000	$	1,000		800,000		$	80			97,545,388	$	9,755	$	179,600	$	62,866,083		$	(60,091,069	)	$	2,965,449

For the three and six months ended June 30, 2022

	Convertible Series A				Convertible Series C										Additional						Total  Stockholders'
	Preferred stock				Preferred stock						Common Stock				Paid-In			Accumulated			Equity
	Shares		Amount		Shares			Amount			Shares		Amount		Capital			Deficit			(Deficit)
Balance - December 31, 2021		10,000,000	$	1,000		-		$	-			22,945,388	$	2,295	$	56,417,418		$	(56,473,572	)	$	(52,859	)
Debt forgiveness - former related party		-		-		-			-			-		-		9,355			-			9,355
Net loss		-		-		-			-			-		-		-			(29,750	)		(29,750	)
Balance - March 31, 2022		10,000,000		1,000		-			-			22,945,388		2,295		56,426,773			(56,503,322	)		(73,254	)
Shares issued for acquisition of Mighty Fire Breakers		-		-		1,000,000			100			-		-		4,199,900			-			4,200,000
Conversion of Convertible Series C Preferred stock of Common stock		-		-		(50,000	)		(5	)		1,000,000		100		(95	)		-			-
Stock based compensation		-		-		-			-			70,000,000		7,000		2,093,000			-			2,100,000
Net loss		-		-		-			-			-		-		-			(2,321,103	)		(2,321,103	)
Balance - June 30, 2022		10,000,000	$	1,000		950,000		$	95			93,945,388	$	9,395	$	62,719,578		$	(58,824,425	)	$	3,905,643

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

5

General Enterprise Ventures, Inc.

 Consolidated Statements of Cash Flows

(Unaudited)

	Six Months Ended
	June 30,
	2023			2022
Cash Flows from Operating Activities:
Net loss	$	(709,669	)	$	(2,350,853	)
Adjustments to reconcile net loss to net cash used in operating activities:
Stock-based compensation		146,850			2,100,000
Loss on disposition of digital currency and digital currency assets		-			2,029
Impairment loss on digital assets		-			6,125
Non-cash lease expense		30,000			14,647
Depreciation and amortization		531			15,194
Changes in operating assets and liabilities:
Inventory		10,909			(114,413	)
Digital currency		-			374
Prepaid expense		(20,099	)		-
Related party advances funding operating expense		200,836			58,231
Accounts payable and accrued liabilities		(53,248	)		4,392
Change in operating lease liability		(30,000	)		(10,000	)
Net cash used in Operating Activities		(423,890	)		(274,274	)
Cash Flows from Investing Activities:
Purchase of equipment		-			(2,707	)
Net cash used in Investing Activities		-			(2,707	)
Cash Flows from Financing Activities:
Proceeds from loan - related party		275,000			429,484
Repayment of loan- related party		-			(55,720	)
Proceeds from stock subscription		179,600			-
Net cash provided by Financing Activities		454,600			373,764
Change in cash		30,710			96,783
Cash, beginning of period		55,434			5,469
Cash, end of period	$	86,144		$	102,252
Supplemental Disclosure Information:
Cash paid for interest	$	-		$	-
Cash paid for taxes	$	-		$	-
Non-Cash Financing Disclosure:
Issuance of common stock for services	$	146,850		$	70,000
Issuance of Preferred C Stock for acquisition of Mighty Fire Breakers	$	-		$	4,200,000
Common stock issued upon conversion of Preferred C stock	$	300		$	100
Debt forgiveness - related party	$	-		$	9,355
Reclassification of due to related party to convertible note	$	19,000		$	-

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

6

General Enterprise Ventures, Inc.

Notes to Unaudited Consolidated Financial Statements

June 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.

7

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

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

During the six months ended June 30, 2023, and 2022, the Company recorded cost of goods sold of $18,747 and $0 associated with the cost of inventories sold, respectively. The Company did not write-off any inventories as unsalable during the six months ended June 30, 2023, and 2022.

Property and Equipment

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

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

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

Fair Value of Financial Instruments 

The Company uses a three-tier fair value hierarchy to classify and disclose all assets and liabilities measured at fair value on a recurring basis, as well as assets and liabilities measured at fair value on a non-recurring basis, in periods subsequent to their initial measurement. The hierarchy requires the Company to use observable inputs when available, and to minimize the use of unobservable inputs, when determining fair value. The three tiers are defined as follows:

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

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

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

The Company’s financial instruments, including cash, prepaid expenses, inventory, accounts payable and accrued liabilities, and due to related party, are carried at amortized cost. At June 30, 2023 and December 31, 2022, the carrying amounts of these instruments approximated their fair values because of the short-term nature of these instruments.

8

Related Parties

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

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 six months ended June 30, 2023, and 2022, the following common stock equivalents were excluded from the computation of diluted net loss per share as the result of the computation was anti-dilutive.

	June 30,		June 30,
	2023		2022
Convertible notes		300,000		105,556

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.

Note 2 – Discontinued Operations

Crypto mining

On April 1, 2022, the Company implemented a plan to divest its crypto mining operations to focus its resources on the MFB acquisition (see Note 4). The Company recognized a loss of $2,030 from the disposition of its crypto mining operations, which consisted of the relinquishment of the digital currency assets in exchange for settlement of the related party note payable associated with the acquisition of the equipment.

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

	April 1,
	2022
Revenue	$	46,976
Cost of revenue		27,835
Gross Profit		19,141
Operating expenses:
Impairment loss		6,125
Total operating expenses		6,125
Income from discontinued operations	$	13,016

9

Note 3 – Equipment, net

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

	June 30,			December 31,
	2023			2022
Cost:
Furniture and equipment	$	5,350		$	5,350
Less: accumulated depreciation		(1,334	)		(803	)
Property and equipment, net	$	4,016		$	4,547

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

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

Note 4 – Acquisition

On April 13, 2022, the Company acquired MFB and all associated IP, in exchange for 1,000,000 Preferred C Shares and a 10% royalty on the gross sales before taxes of products sold under the MFB family of products. MFB has 19 patents centered around its CitroTech MFB 31 Technology for the prevention and spread of wildfires.  Its core products can be used for lumber treatments for fire prevention.  It has been widely tested and is currently in testing at 3 major us government agencies. When CitroTech Science is sprayed and applied it takes flammable fuels like dry native vegetation and wood and makes them noncombustible.

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

Consideration:
Convertible Preferred C stock	$	4,200,000
Assets acquired and liabilities assumed:
Intangible assets	$	4,195,353
Operating lease right-of-use assets		81,967
Operating lease liabilities		(77,320	)

Note 5 – Intangible Assets

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

The amount capitalized consisted of a portion of the fair value of 1,000,000 shares of Convertible Preferred C stock of $4,200,000. During the six months ended June 30, 2023, no additional costs met the criteria for capitalization as an intangible asset.

10

Note 6 – Lease

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

	Six Months Ended
	June 30,
	2023
Lease cost:
Operating lease cost	$	30,000
Other information:
Cash paid for operating cash flows from operating leases	$	30,000
Right -of-use assets obtained upon acquisition	$	81,967
Weighted-average remaining lease term - operating leases (year)		0.17
Weighted-average discount rate — operating leases		5.50	%

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

2023 (excluding the six months ended June 30, 2023)	$	10,000
Thereafter		-
		10,000
Less: Imputed interest		(23	)
Operating lease liabilities -current	$	9,977

Note 7 – Convertible Note

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

	Principal			Interest
Payment date	Amount		Maturity date	Rate			Balance
August 11, 2022	$	18,000	February 11, 2023		2	%		18,000
September 2, 2022	$	17,000	March 2, 2023		2	%		17,000
April 1, 2023	$	19,000	Due on demand		2	%		19,000
Total Convertible notes							$	54,000
Current portion								(54,000	)
Long -term portion							$	-

On June 9, 2022, the lender paid $19,000 to the Company and it was recorded as an advance from a related party. On April 1, 2023, an amount owing to related party was reclassed to convertible note for $19,000.

During the six months ended June 30, 2023, the Company recognized $759 interest. As of June 30, 2023, and December 31, 2022, the Company owed principal of $54,000 and $35,000 and accrued interest of $ 1,015 and $255, respectively.

Note 8 – Stockholders’ Equity

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

11

Preferred Shares

The Company’s preferred shares consist of the following:

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

· 5,000,000 authorized shares of non-voting Convertible Series C Preferred Stock, par value $0.0001. The Series C Preferred Stock shares are convertible into common stock of the Corporation at a conversion rate of one (1) Preferred C share for twenty (20) shares of common stock. Issued and outstanding Convertible Series A Preferred stock as of June 30, 2023 and December 31, 2022, were 800,000 and 950,000, respectively.

On April 13, 2022, the Company’s board of directors approved the issuance of 1,000,000 Convertible Series C Preferred Stock, with a value of $4,200,000 to be issued to the vendor of MFB as consideration for the acquisition of the entity (see note 4). The holder may exercise shares after an initial lock up period of six (6) months following the date of the agreement and may only exchange a maximum of four (4) million shares in a twelve (12) month period and may not hold or beneficially hold more than 10% of outstanding at any time.

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

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

Common Shares

The Company has authorized 1,000,000,000 shares of common stock with a par value of $0.0001. Each common stock entitles the holder to one vote, in person or proxy, on any matter on which action of the stockholders of the corporation is sought. As of June 30, 2023, 70,000,000 shares issued to a member of the board of directors and President of the Company are restricted (the “Restricted Stock Award”) and shall be released only upon the Company achieving gross revenue in each of the calendar years ended December 31, 2023, 2024, 2025 and 2026, of not less than $100,000,000. The holder of the Restricted stock shall be entitled to vote but is not entitled to dividends or disposal. The Company valued the voting rights associated with the awards at $2,100,000 which is recorded as stock-based compensation during the year ended December 31, 2022.

During the six months ended June 30, 2023 and 2022, the holder of the Convertible Series C Preferred Stock converted 150,000 and 50,000 shares of the Company’s Series C Preferred Stock into 3,000,000 and 1,000,000 shares of the Company’s common shares, respectively.

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

As of June 30, 2023, and December 31, 2022, issued and outstanding Common shares were 97,545,388 and 93,945,388 respectively.

12

Restricted Stock Award

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

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

Note 9 – Subscription Received – Shares to be issued

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

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

Note 10 – Related Party Transactions

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

During the six months ended June 30, 2022, as part of the Company’s divestiture of its digital asset operations, a related party forgave loans payable of $301,175 in exchange for digital asset equipment with a net book value of $276,379 and digital currency intangible assets of $26,825, of which the Company recorded a loss on disposition of $2,030.

On April 1, 2023, the holder of convertible note paid $19,000 to the Company and it was recorded as an advance from a related party. During the six-month ended June 30,2023, the Company recognized the error, and the related party account was adjusted accordingly.

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

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

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

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

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

13

Note 11 – Commitments and Contingencies

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

On January 25, 2023, the Company issued 300,000 shares of common stock for first commitment and it was valued based on valuation of common stock price on issuance date for amount of $86,850. On April 20,2023, the Company issued 300,000 shares of common stock for second and third commitment and it was valued based on valuation of common stock price on issuance date for amount of $60,000.

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

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

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

On October 23, 2021, The Company entered into a consulting agreement with a related party. The consultant shall render to the Company, upon the request of any members of Board of Directors or the President of the Company, consulting services on matters relating to the business affairs of the Company. The agreement shall take effect of the date of agreement and shall terminate upon mutual agreement of the parties. The compensation of consultant is a number of Series C Preferred Shares which the Board of Directors of the Company may determine at its discretion.

Note 12 – Subsequent Events

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

On June 7, 2023, the Company entered into a promissory note agreement with a borrower for the amount of $120,000, in terms of twelve months and interest rate of 5% per annum. The Company paid $120,000 to the borrower on July 3, 2023.

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

14

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

FORWARD-LOOKING STATEMENTS

This report contains forward-looking statements. The Securities and Exchange Commission encourages companies to disclose forward-looking information so that investors can better understand a company’s future prospects and make informed investment decisions. This report and other written and oral statements that we make from time to time contain such forward-looking statements that set out anticipated results based on management’s plans and assumptions regarding future events or performance. We have tried, wherever possible, to identify such statements by using words such as “anticipate,” “estimate,” “expect,” “project,” “intend,” “plan,” “believe,” “will” and similar expressions in connection with any discussion of future operating or financial performance. In particular, these include statements relating to future actions, future performance or results of current and anticipated sales efforts, expenses, the outcome of contingencies, such as legal proceedings, and financial results.

We caution that the factors described herein, and other factors could cause our actual results of operations and financial condition to differ materially from those expressed in any forward-looking statements we make and that investors should not place undue reliance on any such forward-looking statements. Further, any forward-looking statement speaks only as of the date on which such statement is made, and we undertake no obligation to update any forward-looking statement to reflect events or circumstances after the date on which such statement is made or to reflect the occurrence of anticipated or unanticipated events or circumstances. New factors emerge from time to time, and it is not possible for us to predict all of such factors. Further, we cannot assess the impact of each such factor on our results of operations or the extent to which any factor, or combination of factors, may cause actual results to differ materially from those contained in any forward-looking statements.

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

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

15

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, an Ohio limited liability company (“MFB”) and all associated intellectual property, in exchange for 1,000,000 shares of Series C Convertible Preferred Stock and a 10% royalty on the gross sales before taxes of products sold under the MFB family of products. MFB has 18 granted patents as well as 17 worldwide patents pending centered around it’s CitroTech MFB 31 Technology for the prevention and spread of wildfires, mapping and tracking and other associated technologies.  Its core products can be used as vegetation and lumber treatments for fire prevention and is in development of uses for it’s green technologies. It has been widely tested and approved by three major US government agencies. When CitroTech is sprayed and applied it takes flammable fuels like dry native vegetation and wood and makes them non-combustible. During the third quarter of 2022, MFB received EPA Safer Choice status and UL Green-Guard Gold approval on its CitroTech fire inhibitor as well as California Aquatic approval as non-toxic and non-hazardous. MFB continues to pursue additional accreditations, such as Missoula Testing approval, for selling products to governmental entities. Currently, MFB is involved in installing large home and facility Proactive Wildfire Prevention Systems as well as providing it’s products to various entities for proactive wildfire defense spraying. MFB continues to pursue and do business with retail chains selling both DIY home systems and its CitroTech non-toxic non-hazardous chemistry.

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

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

Results of Operations

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

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

	Three Months Ended
	June 30,
	2023			2022			Change
Revenue	$	28,355		$	41,468		$	(13,113	)
Operating expenses		378,936			2,360,541			(1,981,605	)
Other expense		584			-			584
Net loss from continuing operations	$	(356,058	)	$	(2,319,073	)	$	(1,994,718	)
Loss on disposition of digital currency and digital currency assets		-			(2,030	)		2,030
Net loss from discontinued operations	$	-		$	(2,030	)	$	2,030
Net loss	$	(356,058	)	$	(2,321,103	)	$	1,965,045

16

Revenue

Our Company generated $28,355 and $41,468 revenue for the three months ended June 30, 2023 and 2022, respectively. The Company’s revenue is associated with revenue from MFB which was acquired in April 2022.

Operating Expenses

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

Other Expenses

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

Discontinuing Operating Expenses

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

Net Loss

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

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

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

	Six Months Ended
	June 30,
	2023			2022			Change
Revenue	$	83,950		$	41,468		$	42,482
Operating expenses		774,113			2,403,307			(1,629,194	)
Other expenses		759			-			759
Net loss from continuing operations	$	(709,669	)	$	(2,361,839	)	$	(1,567,965	)
Income from discontinued operations		-			13,016			(13,016	)
Loss on disposition of digital currency and digital currency assets		-			(2,030	)		2,030
Net income from discontinued operations	$	-		$	10,986		$	(10,986	)
Net loss	$	(709,669	)	$	(2,350,853	)	$	1,641,184

17

Revenue

Our Company generated $83,950 and $41,468 revenue for the six months ended June 30, 2023 and 2022, respectively. The Company’s revenue is associated with revenue from MFB which was acquired in April 2022.

Operating Expenses

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

Other Expenses

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

Discontinuing Operating Expenses

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

During the six months ended June 30, 2022, income from discontinued operations of $13,016 was the result of the net income from the operations of crypto mining and the disposition of crypto mining which the Company implemented a plan to divest its crypto mining operations to focus its resources on the MFB acquisition.

Net Loss

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

Liquidity and Capital Resources

	June 30,			December 31,
	2023			2022			Change
Cash	$	86,144		$	55,434		$	30,710
Current Assets	$	210,219		$	170,319		$	39,900
Current Liabilities	$	1,454,116		$	1,060,918		$	393,198
Working Capital (Deficiency)	$	(1,243,897	)	$	(890,599	)	$	(353,298	)

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

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

18

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

Cash Flows

	Six Months Ended
	June 30,
	2023			2022
Cash used in operating activities	$	(423,890	)	$	(274,274	)
Cash used in investing activities	$	-		$	(2,707	)
Cash provided by financing activities	$	454,600		$	373,764
Net change in cash	$	30,710		$	96,783

Cash Flows from Operating Activities

We have not generated positive cash flows from operating activities. For the six months ended June 30, 2023, net cash flows used in operating activities was $423,890, consisting of a net loss of $709,669, reduced by stock-based compensation of $146,850, non-cash lease expenses of $30,000, depreciation $531 and reduced by changes in operating assets and liabilities of $108,395.

For the six months ended June 30, 2022, net cash flows used in operating activities was $274,274, consisting of a net loss of $2,350,853, reduced by management compensation of $2,100,000 associated with the issuance of 70,000,000 shares of common stock as compensation, loss on disposition of digital currency and digital currency assets of $2,029, impairment loss on digital assets of $6,125, depreciation of $15,194, non-cash lease expenses of $14,647 and increased by changes in operating assets and liabilities of $61,416.

Cash Flows from Investing Activities

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

Cash Flows from Financing Activities

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

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

Going Concern

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. 

19

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.

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 June 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 June 30, 2023, that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.

20

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
31.1/31.2*	Certification of Chief Executive Officer and Chief Financial Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002
32.1/32.2*	Certification of Chief Executive Officer and Chief Financial Officer Pursuant Section 906 Certifications under Sarbanes-Oxley Act of 2002
101*	Inline XBRL Document Set for the condensed financial statements and accompanying notes in Part I, Item 1, “Financial Statements” of this Quarterly Report on Form 10-Q.
104*	Inline XBRL for the cover page of this Quarterly Report on Form 10-Q, included in the Exhibit 101 Inline XBRL Document Set.

________

* Filed herewith.

21

SIGNATURES

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

	General Enterprise Ventures, Inc.
	(Registrant)
Dated: August 16, 2023	/s/ Joshua Ralston
	Joshua Ralston
	Chief Executive Officer and Chief Financial Officer

22

EX-31.1

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 June 30, 2023;
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;
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;
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;
(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;
(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
(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):

(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
(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:  August  16, 2023	By:	/s/ Joshua Ralston
		Joshua Ralston
		Chief Executive Officer and Chief Financial Officer

EX-32.1

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 June 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:

(1)	The Report fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934; and
(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: August  16, 2023	By:	/s/ Joshua Ralston
		Joshua Ralston
		Chief Executive Officer and Chief Financial Officer

XML

Cover - shares	6 Months Ended
	Jun. 30, 2023	Jul. 31, 2023
Cover [Abstract]
Entity Registrant Name	General Enterprise Ventures, Inc.
Entity Central Index Key	0000894556
Document Type	10-Q
Amendment Flag	false
Current Fiscal Year End Date	--12-31
Entity Small Business	true
Entity Shell Company	false
Entity Emerging Growth Company	false
Entity Current Reporting Status	Yes
Document Period End Date	Jun. 30, 2023
Entity Filer Category	Non-accelerated Filer
Document Fiscal Period Focus	Q2
Document Fiscal Year Focus	2023
Entity Common Stock Shares Outstanding		97,545,388
Document Quarterly Report	true
Document Transition Report	false
Entity File Number	033-55254-38
Entity Incorporation State Country Code	WY
Entity Tax Identification Number	87-2765150
Entity Interactive Data Current	Yes
Entity Address Address Line 1	1740H Del Range Blvd
Entity Address Address Line 2	Suite 166
Entity Address City Or Town	Cheyenne
Entity Address Postal Zip Code	82009
City Area Code	800
Local Phone Number	401-4535
Entity Address State Or Province	WY

XML

Consolidated Balance Sheets - USD ($)	Jun. 30, 2023	Dec. 31, 2022
Current Assets
Cash	$ 86,144	$ 55,434
Prepaid expenses	20,339	240
Inventory	103,736	114,645
Total Current Assets	210,219	170,319
Intangible assets	4,195,353	4,195,353
Operating lease right-of-use asset	9,977	39,367
Equipment, net	4,016	4,547
Total Assets	4,419,565	4,409,586
Current liabilities
Accounts payable and accrued liabilities	34,150	87,398
Convertible note payable	54,000	35,000
Due to related party	1,355,989	899,153
Operating lease liability - current portion	9,977	39,367
Total Current Liabilities	1,454,116	1,060,918
Total Liabilities	1,454,116	1,060,918
Stockholders' Equity
Common Stock par value $0.0001, authorized 1,000,000,000 shares, 97,545,388 and 93,945,388 shares issued and outstanding, respectively	9,755	9,395
Additional paid-in capital	62,866,083	62,719,578
Shares to be issued, subscription received	179,600	0
Accumulated deficit	(60,091,069)	(59,381,400)
Total Stockholders' Equity	2,965,449	3,348,668
Total Liabilities and Stockholders' Equity	4,419,565	4,409,586
Series A Preferred Stock
Stockholders' Equity
Preferred stock, value	1,000	1,000
Series C Preferred Stock
Stockholders' Equity
Preferred stock, value	$ 80	$ 95

XML

Consolidated Balance Sheets (Parenthetical) - $ / shares	Jun. 30, 2023	Dec. 31, 2022
Common stock, shares par value	$ 0.0001	$ 0.0001
Common stock, shares authorized	1,000,000,000	1,000,000,000
Common stock, shares issued	97,545,388	93,945,388
Common stock, shares outstanding	97,545,388	93,945,388
Convertible Series A Preferred Stock [Member]
Preferred stock, shares par value	$ 0.0001	$ 0.0001
Preferred stock, shares authorized	10,000,000	10,000,000
Preferred stock, shares issued	10,000,000	10,000,000
Preferred stock, shares outstanding	10,000,000	10,000,000
Convertible Series C Preferred Stock [Member]
Preferred stock, shares par value	$ 0.0001	$ 0.0001
Preferred stock, shares authorized	5,000,000	5,000,000
Preferred stock, shares issued	800,000	950,000
Preferred stock, shares outstanding	800,000	950,000

XML

Consolidated Statements of Operations (Unaudited) - USD ($)	3 Months Ended		6 Months Ended
	Jun. 30, 2023	Jun. 30, 2022	Jun. 30, 2023	Jun. 30, 2022
Consolidated Statements of Operations (Unaudited)
Revenue	$ 28,355	$ 41,468	$ 83,950	$ 41,468
Cost of revenue	4,893	0	18,747	0
Gross Profit	23,462	41,468	65,203	41,468
Operating Expenses
General and administration	114,151	78,111	213,935	80,706
Depreciation	267	135	531	135
Management compensation	0	2,100,000	0	2,100,000
Professional fees	264,518	182,295	559,647	222,466
Total operating expenses	378,936	2,360,541	774,113	2,403,307
Loss from Operations	(355,474)	(2,319,073)	(708,910)	(2,361,839)
Other Income (Expense)
Interest expense	(584)	0	(759)
Total other expense	(584)	0	(759)	0
Loss from continuing operations before taxes	(356,058)	(2,319,073)	(709,669)	(2,361,839)
Provision for income taxes	0	0	0	0
Loss from continuing operations	(356,058)	(2,319,073)	(709,669)	(2,361,839)
Discontinued operations:
Income from discontinued operations	0	0	0	13,016
Loss on disposition of digital currency and digital currency assets	0	(2,030)	0	(2,030)
Income (Loss) from discontinued operations, net of tax	0	(2,030)	0	10,986
Net Loss	$ (356,058)	$ (2,321,103)	$ (709,669)	$ (2,350,853)
Loss from continuing operations Per Common Share - Basic	$ (0.00)	$ (0.06)	$ (0.01)	$ (0.08)
Income (Loss) from discontinuing operations Per Common Share- Basic	0	(0.00)	0	0.00
Net loss per common share - Basic	(0.00)	(0.06)	(0.01)	(0.08)
Loss from continuing operations Per Common Share - Diluted	(0.00)	(0.06)	(0.01)	(0.08)
Income (Loss) from discontinuing operations Per Common Share- Diluted	0	(0.00)	0	0.00
Net loss per common share - Diluted	$ (0.00)	$ (0.06)	$ (0.01)	$ (0.08)
Basic Weighted Average Number of Common Shares Outstanding	97,350,883	37,055,278	95,766,935	30,039,311
Diluted Weighted Average Number of Common Shares Outstanding	113,482,751	37,745,388	113,324,946	30,386,272

XML

Consolidated Statements of Change in Stockholders' Deficit (Unaudited) - USD ($)	Total	Convertible Series A Preferred Stock [Member]	Convertible Series C Preferred Stock [Member]	Common Stock	Stock to be issued	Additional Paid-In Capital	Retained Earnings (Accumulated Deficit)
Balance, shares at Dec. 31, 2021		10,000,000		22,945,388
Balance, amount at Dec. 31, 2021	$ (52,859)	$ 1,000	$ 0	$ 2,295		$ 56,417,418	$ (56,473,572)
Debt forgiveness - former related party	9,355	0	0	0		9,355	0
Net loss	(29,750)	$ 0	0	$ 0		0	(29,750)
Balance, shares at Mar. 31, 2022		10,000,000		22,945,388
Balance, amount at Mar. 31, 2022	(73,254)	$ 1,000	0	$ 2,295		56,426,773	(56,503,322)
Balance, shares at Dec. 31, 2021		10,000,000		22,945,388
Balance, amount at Dec. 31, 2021	(52,859)	$ 1,000	$ 0	$ 2,295		56,417,418	(56,473,572)
Net loss	(2,350,853)
Balance, shares at Jun. 30, 2022		10,000,000	950,000	93,945,388
Balance, amount at Jun. 30, 2022	3,905,643	$ 1,000	$ 95	$ 9,395		62,719,578	(58,824,425)
Balance, shares at Mar. 31, 2022		10,000,000		22,945,388
Balance, amount at Mar. 31, 2022	(73,254)	$ 1,000	0	$ 2,295		56,426,773	(56,503,322)
Net loss	(2,321,103)	0	$ 0	0		0	(2,321,103)
Shares issued for acquisition of Mighty Fire Breakers, shares			1,000,000
Shares issued for acquisition of Mighty Fire Breakers, amount	4,200,000	0	$ 100	$ 0		4,199,900	0
Conversion of Convertible Series C Preferred stock of Common stock, shares			(50,000)	1,000,000
Conversion of Convertible Series C Preferred stock of Common stock, amount	0	0	$ (5)	$ 100		(95)	0
Stock based compensation, shares				70,000,000
Stock based compensation, amount	2,100,000	$ 0	$ 0	$ 7,000		2,093,000	0
Balance, shares at Jun. 30, 2022		10,000,000	950,000	93,945,388
Balance, amount at Jun. 30, 2022	3,905,643	$ 1,000	$ 95	$ 9,395		62,719,578	(58,824,425)
Balance, shares at Dec. 31, 2022		10,000,000	950,000	93,945,388
Balance, amount at Dec. 31, 2022	3,348,668	$ 1,000	$ 95	$ 9,395	$ 0	62,719,578	(59,381,400)
Net loss	(353,611)	0	0	$ 0	0	0	(353,611)
Common stock issued for services, shares				300,000
Common stock issued for services, amount	86,850	$ 0	$ 0	$ 30	0	86,820	0
Balance, shares at Mar. 31, 2023		10,000,000	950,000	94,245,388
Balance, amount at Mar. 31, 2023	3,081,907	$ 1,000	$ 95	$ 9,425	0	62,806,398	(59,735,011)
Balance, shares at Dec. 31, 2022		10,000,000	950,000	93,945,388
Balance, amount at Dec. 31, 2022	3,348,668	$ 1,000	$ 95	$ 9,395	0	62,719,578	(59,381,400)
Net loss	(709,669)
Balance, shares at Jun. 30, 2023		10,000,000	800,000	97,545,388
Balance, amount at Jun. 30, 2023	2,965,449	$ 1,000	$ 80	$ 9,755	179,600	62,866,083	(60,091,069)
Balance, shares at Mar. 31, 2023		10,000,000	950,000	94,245,388
Balance, amount at Mar. 31, 2023	3,081,907	$ 1,000	$ 95	$ 9,425	0	62,806,398	(59,735,011)
Net loss	(356,058)	0	0	$ 0	0	0	(356,058)
Common stock issued for services, shares				300,000
Common stock issued for services, amount	60,000	0	0	$ 30	0	59,970	0
Shares to be issued, subscription received	179,600	0	$ 0	$ 0	179,600	0	0
Conversion of Convertible Series C Preferred stock in Common stock, shares			(150,000)	3,000,000
Conversion of Convertible Series C Preferred stock in Common stock, amount	0	$ 0	$ (15)	$ 300	0	(285)	0
Balance, shares at Jun. 30, 2023		10,000,000	800,000	97,545,388
Balance, amount at Jun. 30, 2023	$ 2,965,449	$ 1,000	$ 80	$ 9,755	$ 179,600	$ 62,866,083	$ (60,091,069)

XML

Consolidated Statements of Cash Flows (Unaudited) - USD ($)	6 Months Ended
	Jun. 30, 2023	Jun. 30, 2022
Cash Flows from Operating Activities:
Net loss	$ (709,669)	$ (2,350,853)
Adjustments to reconcile net loss to net cash used in operating activities:
Stock-based compensation	146,850	2,100,000
Loss on disposition of digital currency and digital currency assets	0	2,029
Impairment loss on digital assets	0	6,125
Non-cash lease expense	30,000	14,647
Depreciation and amortization	531	15,194
Changes in operating assets and liabilities:
Inventory	10,909	(114,413)
Digital currency	0	374
Prepaid expense	(20,099)	0
Related party advances funding operating expense	200,836	58,231
Accounts payable and accrued liabilities	(53,248)	4,392
Change in operating lease liability	(30,000)	(10,000)
Net cash used in Operating Activities	(423,890)	(274,274)
Cash Flows from Investing Activities:
Purchase of equipment	0	(2,707)
Net cash used in Investing Activities	0	(2,707)
Cash Flows from Financing Activities:
Proceeds from loan - related party	275,000	429,484
Repayment of loan- related party	0	(55,720)
Proceeds from stock subscription	179,600	0
Net cash provided by Financing Activities	454,600	373,764
Change in cash	30,710	96,783
Cash, beginning of period	55,434	5,469
Cash, end of period	86,144	102,252
Supplemental Disclosure Information:
Cash paid for interest	0	0
Cash paid for taxes	0	0
Non-Cash Financing Disclosure:
Issuance of common stock for services	146,850	70,000
Issuance of Preferred C Stock for acquisition of Mighty Fire Breakers	0	4,200,000
Common stock issued upon conversion of Preferred C stock	300	$ 100
Debt forgiveness - related party		9,355
Reclassification of due to related party to convertible note	$ 19,000	$ 0

XML

Nature of Operations and Going Concern

6 Months Ended

Jun. 30, 2023

Nature of Operations and Going Concern

Nature of Operations and Going Concerns

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.

XML

Summary of Significant Accounting Policies

6 Months Ended

Jun. 30, 2023

Summary of Significant Accounting Policies

Summary of Significant Accounting Policies

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.

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

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

During the six months ended June 30, 2023, and 2022, the Company recorded cost of goods sold of $18,747 and $0 associated with the cost of inventories sold, respectively. The Company did not write-off any inventories as unsalable during the six months ended June 30, 2023, and 2022.

Property and Equipment

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

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

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

Fair Value of Financial Instruments 

The Company uses a three-tier fair value hierarchy to classify and disclose all assets and liabilities measured at fair value on a recurring basis, as well as assets and liabilities measured at fair value on a non-recurring basis, in periods subsequent to their initial measurement. The hierarchy requires the Company to use observable inputs when available, and to minimize the use of unobservable inputs, when determining fair value. The three tiers are defined as follows:

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

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

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

The Company’s financial instruments, including cash, prepaid expenses, inventory, accounts payable and accrued liabilities, and due to related party, are carried at amortized cost. At June 30, 2023 and December 31, 2022, the carrying amounts of these instruments approximated their fair values because of the short-term nature of these instruments.

Related Parties

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

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 six months ended June 30, 2023, and 2022, the following common stock equivalents were excluded from the computation of diluted net loss per share as the result of the computation was anti-dilutive.

	June 30,		June 30,
	2023		2022
Convertible notes		300,000		105,556

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.

XML

Discontinued Operations

6 Months Ended

Jun. 30, 2023

Discontinued Operations

Discontinued operations

Note 2 – Discontinued Operations

Crypto mining

On April 1, 2022, the Company implemented a plan to divest its crypto mining operations to focus its resources on the MFB acquisition (see Note 4). The Company recognized a loss of $2,030 from the disposition of its crypto mining operations, which consisted of the relinquishment of the digital currency assets in exchange for settlement of the related party note payable associated with the acquisition of the equipment.

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

	April 1,
	2022
Revenue	$	46,976
Cost of revenue		27,835
Gross Profit		19,141
Operating expenses:
Impairment loss		6,125
Total operating expenses		6,125
Income from discontinued operations	$	13,016

XML

Equipment net

6 Months Ended

Jun. 30, 2023

Equipment net

Equipment, net

Note 3 – Equipment, net

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

	June 30,			December 31,
	2023			2022
Cost:
Furniture and equipment	$	5,350		$	5,350
Less: accumulated depreciation		(1,334	)		(803	)
Property and equipment, net	$	4,016		$	4,547

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

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

XML

Acquisition

6 Months Ended

Jun. 30, 2023

Acquisition

Acquisition

Note 4 – Acquisition

On April 13, 2022, the Company acquired MFB and all associated IP, in exchange for 1,000,000 Preferred C Shares and a 10% royalty on the gross sales before taxes of products sold under the MFB family of products. MFB has 19 patents centered around its CitroTech MFB 31 Technology for the prevention and spread of wildfires.  Its core products can be used for lumber treatments for fire prevention.  It has been widely tested and is currently in testing at 3 major us government agencies. When CitroTech Science is sprayed and applied it takes flammable fuels like dry native vegetation and wood and makes them noncombustible.

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

Consideration:
Convertible Preferred C stock	$	4,200,000
Assets acquired and liabilities assumed:
Intangible assets	$	4,195,353
Operating lease right-of-use assets		81,967
Operating lease liabilities		(77,320	)

XML

Intangible assets

6 Months Ended

Jun. 30, 2023

Intangible assets

Intangible assets

Note 5 – Intangible Assets

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

The amount capitalized consisted of a portion of the fair value of 1,000,000 shares of Convertible Preferred C stock of $4,200,000. During the six months ended June 30, 2023, no additional costs met the criteria for capitalization as an intangible asset.

XML

Lease

6 Months Ended

Jun. 30, 2023

Lease

Lease

Note 6 – Lease

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

	Six Months Ended
	June 30,
	2023
Lease cost:
Operating lease cost	$	30,000
Other information:
Cash paid for operating cash flows from operating leases	$	30,000
Right -of-use assets obtained upon acquisition	$	81,967
Weighted-average remaining lease term - operating leases (year)		0.17
Weighted-average discount rate — operating leases		5.50	%

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

2023 (excluding the six months ended June 30, 2023)	$	10,000
Thereafter		-
		10,000
Less: Imputed interest		(23	)
Operating lease liabilities -current	$	9,977

XML

Convertible Note

6 Months Ended

Jun. 30, 2023

Convertible Note

Convertible Note

Note 7 – Convertible Note

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

	Principal			Interest
Payment date	Amount		Maturity date	Rate			Balance
August 11, 2022	$	18,000	February 11, 2023		2	%		18,000
September 2, 2022	$	17,000	March 2, 2023		2	%		17,000
April 1, 2023	$	19,000	Due on demand		2	%		19,000
Total Convertible notes							$	54,000
Current portion								(54,000	)
Long -term portion							$	-

On June 9, 2022, the lender paid $19,000 to the Company and it was recorded as an advance from a related party. On April 1, 2023, an amount owing to related party was reclassed to convertible note for $19,000.

During the six months ended June 30, 2023, the Company recognized $759 interest. As of June 30, 2023, and December 31, 2022, the Company owed principal of $54,000 and $35,000 and accrued interest of $ 1,015 and $255, respectively.

XML

Stockholders Equity

6 Months Ended

Jun. 30, 2023

Stockholders Equity

Stockholders' Equity

Note 8 – Stockholders’ Equity

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

Preferred Shares

The Company’s preferred shares consist of the following:

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

· 5,000,000 authorized shares of non-voting Convertible Series C Preferred Stock, par value $0.0001. The Series C Preferred Stock shares are convertible into common stock of the Corporation at a conversion rate of one (1) Preferred C share for twenty (20) shares of common stock. Issued and outstanding Convertible Series A Preferred stock as of June 30, 2023 and December 31, 2022, were 800,000 and 950,000, respectively.

On April 13, 2022, the Company’s board of directors approved the issuance of 1,000,000 Convertible Series C Preferred Stock, with a value of $4,200,000 to be issued to the vendor of MFB as consideration for the acquisition of the entity (see note 4). The holder may exercise shares after an initial lock up period of six (6) months following the date of the agreement and may only exchange a maximum of four (4) million shares in a twelve (12) month period and may not hold or beneficially hold more than 10% of outstanding at any time.

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

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

Common Shares

The Company has authorized 1,000,000,000 shares of common stock with a par value of $0.0001. Each common stock entitles the holder to one vote, in person or proxy, on any matter on which action of the stockholders of the corporation is sought. As of June 30, 2023, 70,000,000 shares issued to a member of the board of directors and President of the Company are restricted (the “Restricted Stock Award”) and shall be released only upon the Company achieving gross revenue in each of the calendar years ended December 31, 2023, 2024, 2025 and 2026, of not less than $100,000,000. The holder of the Restricted stock shall be entitled to vote but is not entitled to dividends or disposal. The Company valued the voting rights associated with the awards at $2,100,000 which is recorded as stock-based compensation during the year ended December 31, 2022.

During the six months ended June 30, 2023 and 2022, the holder of the Convertible Series C Preferred Stock converted 150,000 and 50,000 shares of the Company’s Series C Preferred Stock into 3,000,000 and 1,000,000 shares of the Company’s common shares, respectively.

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

As of June 30, 2023, and December 31, 2022, issued and outstanding Common shares were 97,545,388 and 93,945,388 respectively.

Restricted Stock Award

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

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

XML

Subscription Received - Shares to be issued

6 Months Ended

Jun. 30, 2023

Subscription Received - Shares to be issued

Subscription Received - Shares to be issued

Note 9 – Subscription Received – Shares to be issued

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

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

XML

Related Party Transactions

6 Months Ended

Jun. 30, 2023

Related Party Transactions

Related Party Transactions

Note 10 – Related Party Transactions

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

During the six months ended June 30, 2022, as part of the Company’s divestiture of its digital asset operations, a related party forgave loans payable of $301,175 in exchange for digital asset equipment with a net book value of $276,379 and digital currency intangible assets of $26,825, of which the Company recorded a loss on disposition of $2,030.

On April 1, 2023, the holder of convertible note paid $19,000 to the Company and it was recorded as an advance from a related party. During the six-month ended June 30,2023, the Company recognized the error, and the related party account was adjusted accordingly.

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

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

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

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

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

XML

Commitments and Contingencies

6 Months Ended

Jun. 30, 2023

Commitments and Contingencies

Commitments and Contingencies

Note 11 – Commitments and Contingencies

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

On January 25, 2023, the Company issued 300,000 shares of common stock for first commitment and it was valued based on valuation of common stock price on issuance date for amount of $86,850. On April 20,2023, the Company issued 300,000 shares of common stock for second and third commitment and it was valued based on valuation of common stock price on issuance date for amount of $60,000.

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

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

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

On October 23, 2021, The Company entered into a consulting agreement with a related party. The consultant shall render to the Company, upon the request of any members of Board of Directors or the President of the Company, consulting services on matters relating to the business affairs of the Company. The agreement shall take effect of the date of agreement and shall terminate upon mutual agreement of the parties. The compensation of consultant is a number of Series C Preferred Shares which the Board of Directors of the Company may determine at its discretion.

XML

Subsequent Events

6 Months Ended

Jun. 30, 2023

Subsequent Events

Subsequent Events

Note 12 – Subsequent Events

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

On June 7, 2023, the Company entered into a promissory note agreement with a borrower for the amount of $120,000, in terms of twelve months and interest rate of 5% per annum. The Company paid $120,000 to the borrower on July 3, 2023.

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

XML

Summary of Significant Accounting Policies (Policies)

6 Months Ended

Jun. 30, 2023

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.

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

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

During the six months ended June 30, 2023, and 2022, the Company recorded cost of goods sold of $18,747 and $0 associated with the cost of inventories sold, respectively. The Company did not write-off any inventories as unsalable during the six months ended June 30, 2023, and 2022.

Property and Equipment

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

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

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

Fair Value of Financial Instruments

The Company uses a three-tier fair value hierarchy to classify and disclose all assets and liabilities measured at fair value on a recurring basis, as well as assets and liabilities measured at fair value on a non-recurring basis, in periods subsequent to their initial measurement. The hierarchy requires the Company to use observable inputs when available, and to minimize the use of unobservable inputs, when determining fair value. The three tiers are defined as follows:

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

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

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

The Company’s financial instruments, including cash, prepaid expenses, inventory, accounts payable and accrued liabilities, and due to related party, are carried at amortized cost. At June 30, 2023 and December 31, 2022, the carrying amounts of these instruments approximated their fair values because of the short-term nature of these instruments.

Related Parties

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

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 six months ended June 30, 2023, and 2022, the following common stock equivalents were excluded from the computation of diluted net loss per share as the result of the computation was anti-dilutive.

	June 30,		June 30,
	2023		2022
Convertible notes		300,000		105,556

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.

XML

Summary of Significant Accounting Policies (Tables)

6 Months Ended

Jun. 30, 2023

Summary of Significant Accounting Policies

Schedule of Antidilutive Securities

	June 30,		June 30,
	2023		2022
Convertible notes		300,000		105,556

XML

Discontinued Operations (Tables)

6 Months Ended

Jun. 30, 2023

Discontinued Operations

Schedule of Discontinued Operations

	April 1,
	2022
Revenue	$	46,976
Cost of revenue		27,835
Gross Profit		19,141
Operating expenses:
Impairment loss		6,125
Total operating expenses		6,125
Income from discontinued operations	$	13,016

XML

Equipment net (Tables)

6 Months Ended

Jun. 30, 2023

Equipment net

Summary of Property Plant and Equipment

	June 30,			December 31,
	2023			2022
Cost:
Furniture and equipment	$	5,350		$	5,350
Less: accumulated depreciation		(1,334	)		(803	)
Property and equipment, net	$	4,016		$	4,547

XML

Acquisition (Tables)

6 Months Ended

Jun. 30, 2023

Acquisition

Summary of Acquisition

Consideration:
Convertible Preferred C stock	$	4,200,000
Assets acquired and liabilities assumed:
Intangible assets	$	4,195,353
Operating lease right-of-use assets		81,967
Operating lease liabilities		(77,320	)

XML

Lease (Tables)

6 Months Ended

Jun. 30, 2023

Lease

Summary of Right-of-use Asset and Lease Information

	Six Months Ended
	June 30,
	2023
Lease cost:
Operating lease cost	$	30,000
Other information:
Cash paid for operating cash flows from operating leases	$	30,000
Right -of-use assets obtained upon acquisition	$	81,967
Weighted-average remaining lease term - operating leases (year)		0.17
Weighted-average discount rate — operating leases		5.50	%

Summary of Future Minimum Lease Payments Under the Operating Lease Liability

2023 (excluding the six months ended June 30, 2023)	$	10,000
Thereafter		-
		10,000
Less: Imputed interest		(23	)
Operating lease liabilities -current	$	9,977

XML

Convertible Note (Tables)

6 Months Ended

Jun. 30, 2023

Convertible Note

Summary of Funds received from the Lender

	Principal			Interest
Payment date	Amount		Maturity date	Rate			Balance
August 11, 2022	$	18,000	February 11, 2023		2	%		18,000
September 2, 2022	$	17,000	March 2, 2023		2	%		17,000
April 1, 2023	$	19,000	Due on demand		2	%		19,000
Total Convertible notes							$	54,000
Current portion								(54,000	)
Long -term portion							$	-

XML

Stockholders Equity (Tables)

6 Months Ended

Jun. 30, 2023

Stockholders Equity

Summary of Changes in Restricted Shares

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

XML

Summary of Significant Accounting Policies (Details) - USD ($)	Jun. 30, 2023	Jun. 30, 2022
Summary of Significant Accounting Policies
Convertible notes	$ 300,000	$ 105,556

XML

Summary of Significant Accounting Policies (Details Narrative) - USD ($)	6 Months Ended
	Jun. 30, 2023	Jun. 30, 2022	Dec. 31, 2022	Dec. 31, 2021
Cash equivalents	$ 86,144	$ 102,252	$ 55,434	$ 5,469
Property and equipment useful life	5 years
Inventory
Cost of goods sold	$ 18,747	$ 0
Raw materials	$ 103,736		$ 114,645

XML

Discontinued Operations (Details) - USD ($)		3 Months Ended		6 Months Ended
	Apr. 02, 2022	Jun. 30, 2023	Jun. 30, 2022	Jun. 30, 2023	Jun. 30, 2022
Revenue		$ 28,355	$ 41,468	$ 83,950	$ 41,468
Cost of revenue		4,893	0	18,747	0
Gross Profit		$ 23,462	$ 41,468	$ 65,203	$ 41,468
April 1,2022 (Member) | Discontinued (Member)
Revenue	$ 46,976
Cost of revenue	27,835
Gross Profit	19,141
Impairment loss	6,125
Total operating expenses	6,125
Income from discontinued operations	$ 13,016

XML

Discontinued Operations (Details Narrative)	Apr. 02, 2022 USD ($)
Discontinued (Member)
Loss	$ 2,030

XML

Equipment net (Details) - USD ($)	Jun. 30, 2023	Dec. 31, 2022
Equipment net
Furniture and equipment	$ 5,350	$ 5,350
Less: accumulated depreciation	(1,334)	(803)
Property and equipment, net	$ 4,016	$ 4,547

XML

Equipment net (Details Narrative) - USD ($)	6 Months Ended
	Jun. 30, 2023	Jun. 30, 2022
Equipment net
Depreciation	$ 531	$ 15,194
Digital asset machines	$ 15,059

XML

Acquisition (Details) - USD ($)	Jun. 30, 2023	Dec. 31, 2022	Apr. 13, 2021
Intangible assets	$ 4,195,353	$ 4,195,353
Operating lease right-of-use assets	9,977	39,367
Operating lease liabilities	$ (9,977)	$ (39,367)
Strategic Asset Holdings [Member]
Convertible Preferred C stock			4,200,000
Intangible assets			$ 4,195,353
Operating lease right-of-use assets			81,967
Operating lease liabilities			$ (77,320)

XML

Acquisition (Details Narrative)	Apr. 13, 2022 shares
Acquisition
Interest rate	10.00%
Preferred C Shares	1,000,000

XML

Intangible assets (Details Narrative) - USD ($)	6 Months Ended
	Jun. 30, 2023	Dec. 31, 2022
Intangible assets
Intellectual property	$ 4,195,353	$ 4,195,353
Series c convertible preferred stock ,Shares	1,000,000
Fair value of series c convertible preferred stock capitalilized during period	$ 4,200,000

XML

Lease (Details)	6 Months Ended
	Jun. 30, 2023 USD ($)
Lease cost
Operating lease cost	$ 30,000
Other information
Cash paid for operating cash flows from operating leases	30,000
Right-of-use assets obtained upon acquisition	$ 81,967
Weighted-average remaining lease term - operating leases (year)	2 months 1 day
Weighted-average discount rate-operating leases	5.50%

XML

Lease (Details 1)	Jun. 30, 2023 USD ($)
Lease
2023 (excluding the six months ended June 30, 2023)	$ 10,000
Thereafter	0
Operating leases, future minimum payments due	10,000
Less: Imputed interest	(23)
Operating lease liability - current	$ 9,977

XML

Convertible Note (Details)	6 Months Ended
	Jun. 30, 2023 USD ($)
Current portion	$ (54,000)
Total Convertible Note	54,000
Long term Portion	0
Eleven August Twenty Twenty Two [Member]
Total Convertible Note	18,000
Principal Amount	$ 18,000
Maturity Date	Feb. 11, 2023
Interest Rate	2.00%
Two September Twenty Twenty Two [Member]
Total Convertible Note	$ 17,000
Principal Amount	$ 17,000
Maturity Date	Mar. 02, 2023
Interest Rate	2.00%
One April Twenty Twenty Three [Member]
Total Convertible Note	$ 19,000
Principal Amount	$ 19,000
Interest Rate	2.00%

XML

Convertible Note (Details Narrative) - USD ($)		6 Months Ended
	Jun. 09, 2022	Jun. 30, 2023	Apr. 01, 2023	Dec. 31, 2022
Convertible note		$ 54,000		$ 35,000
Convertible Note Agreement [Member]
Convertible note Interest rate		2.00%
Conversion price, per share		$ 0.18
Convertible note Interest		$ 759
Lender paid amount	$ 19,000
Principal amount		54,000		35,000
Accrued interest		1,015		$ 255
Convertible note		$ 54,000	$ 19,000

XML

Stockholders Equity (Details)	6 Months Ended
	Jun. 30, 2023 $ / shares shares
Stockholders Equity
Restricted Shares Outstanding, Beginning Balance | shares	70,000,000
Restricted Shares, Granted | shares	0
Restricted Shares, Vested | shares	0
Restricted Shares, Forfeited | shares	0
Restricted Shares Outstanding, Ending Balance | shares	70,000,000
Weighted Average Grant Price, Beginning Balance | $ / shares	$ 0.03
Weighted Average Grant Price, Granted | $ / shares	0
Weighted Average Grant Price, Vested | $ / shares	0
Weighted Average Grant Price, Forfeited | $ / shares	0
Weighted Average Grant Price, Ending Balance | $ / shares	$ 0.03

XML

Stockholders Equity (Details Narrative) - USD ($)				1 Months Ended	3 Months Ended	6 Months Ended		12 Months Ended
	Apr. 05, 2023	Jun. 07, 2022	Apr. 13, 2022	Jun. 29, 2023	Mar. 31, 2022	Jun. 30, 2023	Jun. 30, 2022	Dec. 31, 2022	Nov. 09, 2022	Jun. 13, 2022
Common stock issued for services, shares						600,000
Common stock issued for services, amount						$ 146,850
Common stock, shares authorized						1,000,000,000		1,000,000,000
Issuance of restricted stock award										70,000,000
Common stock, shares issued					150,000,000,000	97,545,388	150,000,000,000	93,945,388	300,000,000,000
Common stock, par value						$ 0.0001		$ 0.0001
Restricted share issued						$ 70,000,000
Common stock, shares outstanding						97,545,388		93,945,388
Stock bassed compensation					$ 0	$ 146,850	$ 2,100,000	$ 2,100,000
Board of Director
Description of amended				Board of Directors and stockholders of the Company approved an amended and restated certificate of incorporation effective a change in par value from $0.001 to $0.0001 per share of Common and Preferred Stock
Series C Preferred Stock
Common stock, shares authorized						5,000,000		5,000,000
Conversion of common stock						1
Issuance Of Convertible Series C Preferred Stock	3,000,000	1,000,000	1,000,000			3,000,000	1,000,000
Issuance Of Convertible Series C Preferred Stock Amount			$ 4,200,000
Common stock issued upon conversion of Preferred C stock	150,000	50,000
Preferred stock, shares par value						$ 0.0001		$ 0.0001
Preferred stock, shares issued						800,000		950,000
Preferred stock, shares outstanding						800,000		950,000
Series A Preferred Stock [Member]
Conversion of common stock						1,000
Preferred stock, shares par value						$ 0.0001		$ 0.0001
Preferred stock, shares issued						10,000,000		10,000,000
Preferred stock, shares authorized						10,000,000		10,000,000
Preferred stock, shares outstanding						10,000,000		10,000,000

XML

Subscription Received - Shares to be issued (Details Narrative)	6 Months Ended
	Jun. 30, 2023 USD ($) shares
Convertible Series C Preferred Stock | shares	74,833
Subscriptions received | $	$ 179,600
Convertible Series C Preferred Stock [Member]
Preferred stock, value | $	$ 179,600
Preferred stock, shares issued | shares	74,833

XML

Related Party Transactions (Details Narrative) - USD ($)	6 Months Ended
	Jun. 30, 2023	Jun. 30, 2022	Dec. 31, 2022
Forgiveness of accrued salary	$ 9,355
Related party forgave loans payable	301,175
Digital assets equipment book value	276,379
Digital currency itangible assets	26,825
Payments of convertible debt	19,000
Repayment of loan	0	$ 55,720
Repayments of consulting fee	104,000	0
Due to related party	1,355,989		$ 899,153
Loss on disposition	2,030
Commission paid	80,000	0
Working Capital Purpose [Member]
Advance from related party	275,000	429,484
Operational Purpose [Member]
Advance from related party	$ 200,836	$ 58,231

XML

Commitments and Contingencies (Details Narrative) - USD ($)	1 Months Ended
	Jun. 30, 2023	Apr. 20, 2023	Jan. 25, 2023	Dec. 31, 2022	Nov. 09, 2022	Jun. 30, 2022	Mar. 31, 2022
Common stock shares issued	97,545,388			93,945,388	300,000,000,000	150,000,000,000	150,000,000,000
Description of lease agreement	The Company entered into an amendment to lease agreement by extension the period from August 1, 2023, for two years and increased the monthly lease to $5,200 for first year and $5,400 for second year
Common stock price	$ 9,755			$ 9,395
January 25 2023 [Member]
Issuance of common stock			300,000
Common stock price			$ 86,850
April 20 2023 [Member]
Issuance of common stock		300,000
Common stock price		$ 60,000

XML

Subsequent Events (Details Narrative)			1 Months Ended
	Jul. 13, 2023	Jul. 03, 2023	Jun. 30, 2023
Description of lease agreement			The Company entered into an amendment to lease agreement by extension the period from August 1, 2023, for two years and increased the monthly lease to $5,200 for first year and $5,400 for second year
Subsequent Event [Member]
Description of promissory note agreement		Company entered into a promissory note agreement with a borrower for the amount of $120,000, in terms of twelve months and interest rate of 5% per annum. The Company paid $120,000 to the borrower
Description of lease agreement	The Company entered into an amendment to lease agreement by extension the period from August 1, 2023, for two years and increased the monthly lease to $5,200 for first year and $5,400 for second year