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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM
(Mark one)
For the Year Ended
or
For the transition period from ____________ to __________
Commission File Number:
(Exact name of registrant as specified in its charter)
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(State or other jurisdiction of incorporation) |
| (I.R.S. Employer Identification No.) |
(Address of principal executive offices) (Zip Code)
(
Registrant’s telephone number, including area code
Securities registered pursuant to Section 12(b) of the Act: None
Securities registered pursuant to section 12(g) of the Act:
Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act.
Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the Act. Yes ☐
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 ☐
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 ☐
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and "emerging growth company" in Rule 12b-2 of the Exchange Act.
Large accelerated filer | ☐ | Accelerated filer | ☐ |
☒ | Smaller reporting company | ||
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| 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 Ex- change Act. ☐
Indicate by check mark whether the registrant has filed a report on and attestation to its management’s assessment of the effectiveness of its internal control over financial reporting under Section 404(b) of the Sarbanes-Oxley Act (15 U.S.C. 7262(b)) by the registered public accounting firm that prepared or issued its audit report.
Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Act). Yes
At June 30, 2021, the aggregate market value of the registrant’s common stock held by non-affiliates of the registrant was $
The number of shares of registrant’s common stock outstanding as of April 12, 2022 was
TABLE OF CONTENTS
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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.
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PART I
Item 1. Business.
Corporate History
General Enterprise Ventures, Inc. (the “Company”) was originally incorporated under the laws of the State of Nevada on March 14, 1990. The Company did not have operations from its inception until February 2005, because it was formed for the primary purpose of seeking an appropriate merger candidate.
On February 14, 2005, the Company entered into a transaction with General Environmental Management, Inc., a Delaware corporation (“GEM DE”) in exchange for 630,481 shares of class A common stock and as a result, GEM DE became a wholly owned subsidiary of Ultronics Corporation (“Ultronics”). The acquisition was treated as a reverse merger with GEM DE deemed to be the accounting acquiror, and Ultronics the legal acquiror. Ultronics name was changed to General Environmental Management, Inc. on March 16, 2005.
On March 10, 2006, the Company entered into an Agreement with K2M Mobile Treatment Services, Inc. of Long Beach, California (“K2M”), a privately held company, pursuant to which the Company acquired all of the issued and outstanding common stock of K2M.
On August 31, 2008, GEM DE entered into an agreement with Island Environmental Services, Inc. of Pomona, California (“Island”), a privately held company, pursuant to which GEM DE acquired all of the issued and outstanding common stock of Island, a California-based provider of hazardous and non-hazardous waste removal and remediation services to a variety of private and public sector establishments.
On November 6, 2009, the Company entered into a Stock Purchase Agreement (“CLW Agreement”) with United States Environmental Response, LLC, a California limited liability company pursuant to which the Company purchased all of the issued and outstanding capital stock of California Living Waters, Incorporated (“CLW”), a privately held company. CLW owns all of the issued and outstanding capital stock of Santa Clara Waste Water Company (“SCWW”) a California corporation. CLW's only operating subsidiary is SCWW.
On November 25, 2009, the Company entered into an Agreement with Luntz Acquisition (Delaware), LLC. (“Buyer”) pursuant to which the Company sold to Luntz all of the issued and outstanding stock of the Company's primary operating subsidiaries for cash (the “Sale”). On February 26, 2010, after approval of the transaction by the Company’s shareholders at a special meeting held on February 19, 2010, the Company completed the sale of the entities created out of GEM DE. The net cash proceeds from the transaction were used by the Company to retire senior debt and other obligations of the Company.
Subsequent to the Luntz transaction, the Company’s revenues and expenses, operations, assets and liabilities were discontinued from February 2010 until January 2021.
In January 2021, Board of Directors of the Company approved redomiciling the Company in Delaware. On March 31, 2021, the Company formed General Entertainment Ventures, Inc. (“GEVI”) in Delaware as a wholly owned subsidiary of the Company. The purpose of the formation of GEVI was to merge the Company into GEVI pursuant to Section 251(g) of the General Corporation Law of the State of Delaware. On April 10, 2021, after approval by the board of directors and shareholders of the Company, the Company was merged into GEVI pursuant to an Agreement and Plan of Merger dated as of the same date. GEVI is the accounting and legal acquiror of the Company.
On April 14, 2021, Jan Ralston acquired 10,000,000 Series A Preferred Stock from our former Chief Executive Officer, in a private transaction. The transaction constituted a change of control in the Company, due to the preferred shares super voting and conversion rights, entitling the holder to one thousand (1,000) shares and votes of common stock for every one (1) share of Convertible Series A Preferred Stock owned.
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On May 10, 2021, GEVI acquired all the issued and outstanding equity of Strategic Asset Holdings, LLC (“SAH”), a Wyoming limited liability company, for $50,000, pursuant to a promissory note dated as of the same date. SAH is a development stage company in the home essentials technology space, and owns a provisional patent for a safe and secure night light.
On June 3, 2021, after approval by the board of directors and shareholders of the Company, the Company was redomiciled to the State of Wyoming.
On October 17, 2021, the Board of Directors approved the corporate name change from General Entertainment Ventures, Inc. to General Enterprise Ventures, Inc.
On October 19, 2021 after the approval of the Board of Directors GEVI accepted the appointment of Josh Ralston as the new CEO and Chairman of the board, immediately following the Board of Directors accepted the resignation of Jason R. Tucker from ALL offices. Additionally, in the same resolution GEVI approved the divesting of all equity and ownership of Strategic Asset Holdings, LLC (“SAH”), a Wyoming Limited liability company. A severance payment in the amount of $15,000 was paid to Mr. Tucker to satisfy his tenure with GEVI.
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.
Crypto-Currency Services
We have expanded our services by building upon its foundation of emerging technology development, by creating a Crypto-Currency mining operation (farm). Currently, General Enterprise has 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 utilizes its 8,000 Sq Ft Commercial space to house these ASIC Miners.
Additional Operation Information
General Enterprise Ventures is a year-round operation that is not subject to any material cost increases or economic impacts of Government regulations or contracts. The crypto-currency market has had supply and demand issues of micro-processors which have reduced the number of new units available to the retail market for purchase; however, General Enterprise has no intention of expanding the current mining farm at this time rendering the availability of new crypto-currency mining equipment a non-issue.
Environmental Impact
At this time, there are no significant environmental impacts occurring from the services, products, or activities of General Enterprise Ventures.
Human Services
The Company currently employees, 2 people full-time and hosts several consultants, attorneys, and independent contractors that all perform tasks on behalf of the company.
Item 1A. Risk Factors.
We are a smaller reporting company as defined by Rule 12b-2 of the Exchange Act, and are not required to provide the information under this Item.
Item 1B. Unresolved Staff Comments.
None.
Item 2. Properties.
Our Company owns no real property. Our physical office is located at 2170 Allentown Rd, Lima OH 45808 which is a 8,000 Square Feet Commercial Space, based on one year lease agreement to pay $700 monthly lease.
Item 3. Legal Proceedings.
We currently have no legal proceeding to which we are a party to or to which our property is subject to and, to the best of our knowledge, no adverse legal activity is anticipated or threatened. None
Item 4. Mine Safety Disclosures.
Not applicable.
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PART II
Item 5. Market for Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities.
Market Information
Our Common Stock is quoted on the OTC Pink under the symbol “GEVI.” Our stock is thinly traded on the OTC Markets and there can be no assurance that a liquid market for our common stock will ever develop.
For the periods indicated, the following table sets forth the high and low bid prices per share of common stock based on inter-dealer prices, without retail mark-up, mark-down or commission and may not represent actual transactions.
Fiscal Year 2021 |
| High Bid |
|
| Low Bid |
| ||
First Quarter |
| $ | 0.260 |
|
| $ | 0.054 |
|
Second Quarter |
| $ | 0.310 |
|
| $ | 0.086 |
|
Third Quarter |
| $ | 0.146 |
|
| $ | 0.005 |
|
Fourth Quarter |
| $ | 0.150 |
|
| $ | 0.005 |
|
Fiscal Year 2020 |
| High Bid |
|
| Low Bid |
| ||
First Quarter |
| $ | 0.034 |
|
| $ | 0.012 |
|
Second Quarter |
| $ | 0.040 |
|
| $ | 0.005 |
|
Third Quarter |
| $ | 0.007 |
|
| $ | 0.004 |
|
Fourth Quarter |
| $ | 0.220 |
|
| $ | 0.003 |
|
Security Holders
As of April 12, 2022 we estimate there were approximately 719 holders of record and 22,945,388 shares of our Common Stock were issued and outstanding.
Dividend Policy
We have never paid a cash dividend on our common stock. We currently intend to retain all earnings, if any, to finance the growth and development of our business. We do not anticipate paying any cash dividends in the foreseeable future.
Equity Compensation Plans
None.
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Recent Sales of Unregistered Securities
None
Item 6. [Reserved]
Item 7. Management’s Discussion and Analysis of Financial Condition and Results of Operations.
The following discussion and analysis of our results of operations and financial condition for fiscal years ended December 31,2021 and 2020, should be read in conjunction with our financial statements and the related notes and the other financial information that are included elsewhere in this Annual Report. This discussion includes forward-looking statements based upon current expectations that involve risks and uncertainties, such as our plans, objectives, expectations, and intentions. Forward-looking statements are statements not based on historical information and which relate to future operations, strategies, financial results, or other developments. Forward-looking statements are based upon estimates, forecasts, and assumptions that are inherently subject to significant business, economic, and competitive uncertainties and contingencies, many of which are beyond our control and many of which, with respect to future business decisions, are subject to change. These uncertainties and contingencies can affect actual results and could cause actual results to differ materially from those expressed in any forward-looking statements. Actual results and the timing of events could differ materially from those anticipated in these forward-looking statements as a result of a number of factors, including those set forth under the Risk Factors, Special Note Regarding Forward-Looking Statements, and Business sections in this Annual Report. We use words such as “anticipate,” “estimate,” “plan,” “project,” “continuing,” “ongoing,” “expect,” “believe,” “intend,” “may,” “will,” “should,” “could,” and similar expressions to identify forward-looking statements.
Results of Operations for the year ended December 31, 2021 and the year ended December 31, 2020
Our results of operations for the years ended December 31, 2021 and 2020 are summarized below:
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| Years Ended |
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| December 31, |
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| 2021 |
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| 2020 |
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| Change |
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Revenue |
| $ | 38,918 |
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| $ | - |
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| $ | 38,918 |
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Cost of revenue |
|
| 18,614 |
|
|
| - |
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|
| 18,614 |
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Operating expenses |
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| 58,213 |
|
|
| 109,355 |
|
|
| (51,142 | ) |
Other expenses |
|
| 7,064 |
|
|
| - |
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|
| 7,064 |
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Net loss from continuing operations |
| $ | (44,973 | ) |
| $ | (109,355 | ) |
| $ | 6,390 |
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|
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Loss from discontinued operations |
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| 70,179 |
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|
| - |
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|
| 70,179 |
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Gain on disposition of Strategic Asset Holdings, LLC |
|
| (20,179 | ) |
|
| - |
|
|
| (20,179 | ) |
Net loss from discontinued operations |
| $ | (50,000 | ) |
| $ | - |
|
| $ | (50,000 | ) |
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|
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Net loss |
| $ | (94,973 | ) |
| $ | (109,355 | ) |
| $ | 14,382 |
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Revenue
Our Company generated $38,919 and $0 revenue from digital currency mining for the years ended December 31,2021 and 2020, respectively. The Company commenced the mining of Cryptocurrency in November 2021
Cost of Revenue
The cost of Cryptocurrency mining revenue was $18,613 and $0 for the years ended December 31,2021 and 2020, respectively. Cost of revenue consisted of electricity expenses of $8,877 and amortization of digital asset machines of $9,736.
Continuing Operating Expenses
Continuing operating expenses consisted of management fees of $15,000, professional fess of 39,541 and general and administrative expenses of $3,672 in the year ended December 31, 2021, compared to management fees of $109,355 in the year ended December 31, 2020. During the years ended December 31,2021 and 2020, the Company recorded management fees related to former Chief Executive Officer (CEO) for salary of $15,000 and $ 9,355 and stock-based compensation of $0 and $100,000 for the issuance of Series A Preferred Shares, respectively.
Other expenses
For the year ended December 31,2021, the other expenses consisted of $1,469 interest related to note payable to former Chief Executive Officer (CEO) and $5,595 impairment loss on digital assets. As result of divesture of Strategic Assets Holdings, LLC. (SAH) on October 19,2021, the accrued interest of $1,469 and note payable of $50,000 released and recognized as additional paid in capital.
Discontinuing Operating Expenses
On October 19,2021, the board of Directors approved the divesture of Strategic Assets Holdings, LLC. (SAH). The discontinuing operating expenses of SAH consisted of management compensation of $17,101 and general and administrative of $102. As result of divesture, the Company recognized $20,179 gain from disposition of SAH (see ‘Note 3” Financial Statements).
Net Loss
As a result of the foregoing, we incurred a net loss of $94,973, for the year ended December 31, 2021, compared to a net loss of $109,355 for the corresponding year ended December 31, 2020.
Liquidity and Capital Resources
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| December 31, |
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| December 31, |
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| 2021 |
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| 2020 |
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| Change |
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Cash |
| $ | 5,469 |
|
| $ | - |
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| $ | 5,469 |
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Current Assets |
| $ | 5,469 |
|
| $ | - |
|
| $ | 5,469 |
|
Current Liabilities |
| $ | 383,090 |
|
| $ | 9,355 |
|
| $ | 373,735 |
|
Working Capital (Deficiency) |
| $ | (377,621 | ) |
| $ | (9,355 | ) |
| $ | (368,266 | ) |
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As of December 31, 2021, and 2020, we had $5,469 and $0 in cash, respectively.
As of December 31, 2021, and 2020, we had current assets of $5,469 and $0, we had current liabilities of $383,090 and $9,355, and our working capital deficiency were $377,621 and $9,355, respectively. The increase in working capital deficiency in 2021, was primarily from the increase in due to related party for the purchase of crypto currency mining equipment.
As of December 31,2021, and 2020, the current assets consisted of cash of $5,469 and $0, respectively.
As of December 31,2021, and 2020, the current liabilities consisted of accounts payable and accrued liabilities of $311,916 and $0 and due to related party of $71,174 and $9,355, respectively.
Cash Flows
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| Years Ended |
| |||||
|
| December 31, |
| |||||
|
| 2021 |
|
| 2020 |
| ||
Cash provided by operating activities |
| $ | 276,969 |
|
| $ | - |
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Cash used in Investing Activities |
| $ | (287,100 | ) |
| $ | - |
|
Cash provided by financing activities |
| $ | 15,600 |
|
| $ | - |
|
Net Change In Cash |
| $ | 5,469 |
|
| $ | - |
|
Cash Flows from Operating Activities
For the year ended December 31, 2021, net cash flows from operating activities were $276,969, consisting of a net loss of $94,973, reduced by impairment loss of $52,976, impairment loss on digital assets of $5,595, amortization of digital asset machines of $9,737, related party advances funding operating expenses of $51,719 and change in accounts payable and accrued liabilities of $316,012 and increased by a gain on disposition of Strategic Assets Holdings, LLC. of $20,179. an increase in digital assets of $38,919 and decreased in due to related party of $4,999.
For the year ended December 31,2020, net cash flows from operating activities were $0, consisting of a net loss of $109,355, reduced by stock -based compensation of 100,000, and due to related party of $9,355.
Cash Flows from Investing Activities
For the year ended December 31, 2021, cash flows from investing activities increased by $14,075 cash raised from acquisition of Strategic Asset Holdings, LLC and reduced by acquisition digital assets machines of $301,175. We have not generated cash flows from investing activities for the year ended December 31, 2020.
Cash Flows from Financing Activities
For the year ended December 31,2021 net cash provided by financing activities were $5,500 from proceeds from loan and $10,100 from related party’s loan. We have not generated cash flows from financing activities for the year ended December 31,2020.
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.
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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.
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.
Item 7A. Quantitative and Qualitative Disclosures About Market Risk.
We are a smaller reporting company as defined by Rule 12b-2 of the Exchange Act, and are not required to provide the information under this Item.
Item 8. Financial Statements and Supplementary Data.
The information required by this Item is incorporated herein by reference to the consolidated financial statements and supplementary data set forth in Item 15. Exhibits, Financial Statement Schedules of Part IV of this Annual Report.
Item 9. Changes in and Disagreements with Accountants on Accounting and Financial Disclosure.
None.
Item 9A. 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 we file or submit under the Exchange Act is recorded, processed, summarized, and reported, within the time periods specified in the SEC’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(s) and principal financial officer(s), or persons performing similar functions, as appropriate to allow timely decisions regarding required disclosure.
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In accordance with Exchange Act Rules 13a-15 and 15d-15, an evaluation was completed under the supervision and with the participation of our management, including our Chief Executive Officer and Chief Financial Officer, of the effectiveness of the design and operation of our disclosure controls and procedures as of the fiscal year ended December 31, 2021. Based on that evaluation, our management, including our Chief Executive Officer and Chief Financial Officer, concluded that our disclosure controls and procedures were not effective in providing reasonable assurance that information required to be disclosed in our reports filed or submitted under the Exchange Act was recorded, processed, summarized, and reported within the time periods specified in the SEC’s rules and forms.
Management’s Annual Report on Internal Control over Financial Reporting
Our management is responsible for establishing and maintaining adequate internal control over financial reporting (as such term is defined by Rules 13a-15(f) and 15d-15(f) of the Exchange Act). Internal control over financial reporting is a process, including policies and procedures, designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external reporting purposes in accordance with U.S. generally accepted accounting principles. Our management evaluated the effectiveness of our internal control over financial reporting using the Internal Control—Integrated Framework (2013) issued by the Committee of Sponsoring Organizations of the Treadway Commission (“COSO”). Our system of internal control over financial reporting is designed 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.
Internal control over financial reporting has inherent limitations and may not prevent or detect misstatements. Therefore, even those systems determined to be effective can provide only reasonable, not absolute, assurance with respect to financial statement preparation and presentation. Further, because of changes in conditions, the effectiveness of internal control over financial reporting may vary over time.
A material weakness is a deficiency, or a combination of deficiencies, in internal control over financial reporting such that there is a reasonable possibility that a material misstatement of our annual or interim financial statements will not be prevented or detected on a timely basis.
Based on our evaluation under the framework in COSO, our management concluded that our internal control over financial reporting was not effective as of December 31, 2021 based on such criteria. Deficiencies existed in the design or operation of our internal control over financial reporting that adversely affected our internal controls. This is due to the lack of segregation of duties throughout our accounting and finance group as a result of our limited resources and staff, which may be considered a material weakness. We do not have a formal process in reviewing, approving, closing, or finalizing the financial reporting or closing process.
The weaknesses and the related risks are not uncommon in a company of our size because of the limitations in the size and number of staff. We continue to evaluate and implement procedures as deemed appropriate to remediate this weakness. To address these material weaknesses, a number of the procedures have been implemented, including the retention of qualified accounting and finance staff and we are also working with an outside financial firm to assist with the preparation and review of our financial statements and periodic reports, to ensure that the financial statements fairly present, in all material respects, our financial position, results of operations, and cash flows for the periods presented.
A control system, no matter how well conceived and operated, can provide only reasonable, not absolute, assurance that the objectives of the control system are met under all potential conditions, regardless of how remote, and may not prevent or detect all errors and all fraud. Because of the inherent limitations in all control systems, no evaluation of controls can provide absolute assurance that all control issues, if any, within our Company have been detected. These inherent limitations include the realities that judgments in decision-making can be faulty and that breakdowns can occur because of a simple error or mistake. Our internal control over financial reporting is designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles.
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Changes in Internal Controls over Financial Reporting
In connection with our continued monitoring and maintenance of our controls procedures as part of the implementation of Section 404 of the Sarbanes-Oxley Act, we continue to review, test, and improve the effectiveness of our internal controls. There have not been any changes in our internal control over financial reporting (as such term is defined in Rules 13a-15(f) and 15d-15(f) under the Exchange Act) during the year ended December 31, 2021 that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.
Item 9B. Other Information.
None.
Item 9C. Disclosure Regarding Foreign Jurisdictions that Prevent Inspections.
Not applicable.
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PART III
Item 10. Directors, Executive Officers and Corporate Governance.
Directors and Executive Officers
Each of our directors holds office until the next annual meeting of our stockholders or until his or her successor has been elected and qualified, or until his or her earlier death, resignation, or removal. Our executive officers are appointed by our Board and serve until their respective successors are elected and appointed and qualify until their earlier resignation or removal from office.
Our current directors and executive officers, their ages, positions held, and duration of such, are as follows:
Name |
| Position Held with Our Company |
| Age |
| Date First Elected or Appointed |
|
|
|
|
|
|
|
Joshua Ralston |
| President, Chief Executive Officer, and Chairman |
| 33 |
| 10/19/2021 |
Business Experience
The following is a brief account of the education and business experience of directors and executive officers during at least the past five years, indicating their principal occupation during the period, the name and principal business of the organization by which they were employed, and certain of their other directorships:
Effective October 17, 2021 Joshua Ralston, age 33, was appointed as CEO and new Chairman of the Board of General Enterprise Ventures, Inc. Mr. Ralston, has been serving in the U.S. Coast Guard for the past 7 years. He is proficient in security network management and business marketing.
Family Relationships
None of our directors and executive officers has been involved in any legal or regulatory proceedings, as set forth in Item 401 of Regulation S-K, during the past ten years.
Involvement in Certain Legal Proceedings
None of our directors and executive officers has been involved in any legal or regulatory proceedings, as set forth in Item 401 of Regulation S-K, during the past ten years.
Compliance with Section 16(a) of the Exchange Act
Section 16(a) of the Securities Exchange Act of 1934 requires the Company’s directors, executive officers and beneficial owners of more than 10% of any class of equity securities of the Company to file reports of ownership and changes in ownership with the SEC. Directors, executive officers and greater than 10% stockholders are required to furnish the Company with copies of all Section 16(a) forms they file. To our knowledge, based solely on review of the copies of such reports furnished to us and written representations that no other reports were required, during the fiscal year ended December 31, 2021, our officers, directors and greater than 10% beneficial owners timely filed all required Section 16(a) reports.
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Corporate Governance
Our board of directors has not established any committees, including an audit committee, a compensation committee or a nominating committee, or any committee performing a similar function. The functions of those committees are being undertaken by our board. Because we do not have any independent directors, our board believes that the establishment of committees of our board would not provide any benefits to our company and could be considered more form than substance.
We do not have a policy regarding the consideration of any director candidates that may be recommended by our stockholders, including the minimum qualifications for director candidates, nor has our officers and directors established a process for identifying and evaluating director nominees. We have not adopted a policy regarding the handling of any potential recommendation of director candidates by our stockholders, including the procedures to be followed. Our officers and directors have not considered or adopted any of these policies as we have never received a recommendation from any stockholder for any candidate to serve on our board of directors.
Given our relative size and lack of directors’ and officers’ insurance coverage, we do not anticipate that any of our stockholders will make such a recommendation in the near future. While there have been no nominations of additional directors proposed, in the event such a proposal is made, all current members of our board will participate in the consideration of director nominees.
As with most small, early stage companies until such time as we further develop our business, achieve a stronger revenue base and have sufficient working capital to purchase directors’ and officers’ insurance, we do not have any immediate prospects to attract independent directors. When we are able to expand our board to include one or more independent directors, we intend to establish an audit committee of our board of directors. It is our intention that one or more of these independent directors will also qualify as an audit committee financial expert. Our securities are not quoted on an exchange that has requirements that a majority of our board members be independent and we are not currently otherwise subject to any law, rule or regulation requiring that all or any portion of our board of directors include “independent” directors, nor are we required to establish or maintain an audit committee or other committee of our board.
Code of Ethics
We expect that we will adopt a code of business conduct and ethics that applies to all of our employees, officers and directors, including those officers responsible for financial reporting. Once adopted, we will make the code of business conduct and ethics available on our website at www.generalenterpriseventures.com. We intend to post any amendments to the code, or any waivers of its requirements, on our website.
Item 11. Executive Compensation.
Summary Compensation Table
The following table summarizes the compensation of our executive officers, directors and President during the fiscal years ended December 31, 2021 and 2020. No other officers or directors received annual compensation in excess of $100,000 during the last fiscal year.
| 14 |
| Table of Contents |
Name and Principal Position |
| Year |
| Salary |
|
| Stock Awards |
|
| Option Awards |
|
| None-Equity Incentive Plan Compensation |
|
| Nonqualified Deferred Compensation Earrings |
|
| All Other Compensation |
|
| Total |
| |||||||
|
|
|
|
|
|
| $ |
|
| $ |
|
| $ |
|
| $ |
|
| $ |
|
| $ |
| |||||||
Jason Tucker (1) |
| 2021 |
|
| 29,071 |
|
|
| - |
|
|
| - |
|
|
| - |
|
|
| - |
|
|
| - |
|
|
| 29,071 |
|
(Chief Executive Officers, Chief Financial Officer) |
| 2020 |
|
| - |
|
|
| - |
|
|
| - |
|
|
| - |
|
|
| - |
|
|
| - |
|
|
| - |
|
|
|
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|
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|
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|
|
|
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|
|
|
|
|
|
|
| |
Jason Black (2) |
| 2020 |
|
| 19,355 |
|
|
| - |
|
|
| - |
|
|
| - |
|
|
| - |
|
|
| 90,000 |
|
|
| 109,355 |
|
(Chief Executive Officers, Chief Financial Officer) |
|
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|
Joshua Ralston (3) |
| 2021 |
|
| - |
|
|
| - |
|
|
| - |
|
|
| - |
|
|
| - |
|
|
| - |
|
|
| - |
|
(Chief Executive Officers, Chief Financial Officer) |
|
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|
(1) | Jason Tucker has served as our Chief Executive Officer, Chief Financial Officer, Secretary, Treasurer and Director from December 22, 2020 to October 19, 2021. |
|
|
(2) | Jason Black has server as our Chief Executive Officer, Chief Financial Officer, Secretary, Treasurer and Director From March 18, 2019 to December 22, 2020. |
|
|
(3) | Joshua Ralston has server as our Chief Executive Officer, Chief Financial Officer, Secretary, Treasurer and Director since October 19, 2021. |
Stock-Based Compensation
In November 2020, the Company recorded $100,000 for stock-based compensation to Jason Black for the issuance of 10,000,000 Series A Preferred Stock. The Compensation was for $10,000 of accrued salary and $90,000 of additional compensation.
Director Compensation
None.
Employment Agreement
We have no employment agreements with any of our officers and have not issued any incentive or other stock options, profit sharing or similar benefits.
| 15 |
| Table of Contents |
Item 12. Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters.
Security Ownership of Certain Beneficial Owners and Management
Beneficial ownership is determined in accordance with the rules of the SEC and generally includes voting or investment power with respect to securities. In accordance with SEC rules, shares of our Common Stock which may be acquired upon exercise of stock options or warrants which are currently exercisable or which become exercisable within 60 days of the date of the applicable table below are deemed beneficially owned by the holders of such options and warrants and are deemed outstanding for the purpose of computing the percentage of ownership of such person, but are not treated as outstanding for the purpose of computing the percentage of ownership of any other person. Subject to community property laws, where applicable, the persons or entities named in the tables below have sole voting and investment power with respect to all shares of our Common Stock indicated as beneficially owned by them.
Beneficial Ownership of Our Common Stock
The following table sets forth information with respect to the beneficial ownership of our Common Stock as of April 12, 2022 by (i) each stockholder known by us to be the beneficial owner of more than 5% of our Common Stock, (ii) each of our directors and executive officers, and (iii) all of our directors and executive officers as a group. To the best of our knowledge, except as otherwise indicated, each of the persons named in the table has sole voting and investment power with respect to the shares of our Common Stock beneficially owned by such person, except to the extent such power may be shared with a spouse. To our knowledge, none of the shares listed below are held under a voting trust or similar agreement, except as noted. Other than the Share Exchange, to our knowledge, there is no arrangement, including any pledge by any person of securities of the Company or any of its parents, the operation of which may at a subsequent date result in a change in control of the Company.
Unless otherwise indicated in the following table, the address for each person named in the table is c/o 1740H Del Range Blvd., Suite 166 Cheyenne, WY 82009
Name and Address of Beneficial Owner |
| Title of Class |
| Amounts and nature of Beneficial Owner |
|
| Percent of Class |
| ||
5% Stockholder |
|
|
| Shares |
|
| % |
| ||
Jan Ralston |
| Preferred A Shares |
|
| 10,000,000 |
|
|
| 100 | % |
CVC California, LLC |
| Common stock |
|
| 4,350,000 |
|
|
| 18.95 | % |
Item 13. Certain Relationships and Related Transactions, and Director Independence.
Transactions with Related Persons
During our last fiscal year and except as disclosed below, none of the following persons has had any direct or indirect material interest in any transaction worth more than $120,000 to which our company was or is a party, or in any proposed transaction to which our company proposes to be a party:
| (a) | any director or officer of our company; |
|
|
|
| (b) | any proposed director of officer of our company; |
|
|
|
| (c) | any person who beneficially owns, directly or indirectly, shares carrying more than 5% of the voting rights attached to our common stock; or, |
|
|
|
| (d) | any member of the immediate family of any of the foregoing persons (including a spouse, parents, children, siblings, and in-laws). |
During the year ended December 31, 2020, the Company accrued $9,355 for salary to our former Chief Executive Officer
During the years ended December 31, 2021 and 2020, the Company paid $29,392 and $0 management fees to the Company’s executive officer, respectively.
During the year ended December 31, 2020, the Company paid $100,000 compensation to our former CEO by issuance of 10,000,000 Convertible Series A Preferred Stock.
During the year ended December 31, 2021, the Company’s Chief Executive Officer paid $29,469 operating expenses on behalf of the Company and advanced $10,100 cash to the Company. As of December 31, 2021, the Company was obliged for this non-interest bearing, due on demand loan of $39,569.
| 16 |
| Table of Contents |
Item 14. Principal Accountant Fees and Services.
The following table shows the fees that were billed for the audit and other services provided by our principal auditor, for the periods presented, as follows:
|
| Fiscal Year Ended December 31, 2021 |
|
| Fiscal Year Ended December 31, 2020 |
| ||
Audit Fees: |
| $ | 28,500 |
|
| $ | 7,000 |
|
Audit-Related Fees |
|
| - |
|
|
| - |
|
Tax Fees: |
|
| - |
|
|
| - |
|
All Other Fees |
|
| - |
|
|
| - |
|
Total |
| $ | 28,500 |
|
| $ | 7,000 |
|
Audit Fees
This category includes the audit of our annual financial statements, review of financial statements included in our Quarterly Reports on Form 10-Q and services that are normally provided by the independent registered public accounting firm in connection with engagements for those fiscal years. This category also includes advice on audit and accounting matters that arose during, or as a result of, the audit or the review of interim financial statements.
Audit-Related Fees
This category consists of assurance and related services by the independent registered public accounting firm that are reasonably related to the performance of the audit or review of our financial statements and are not reported above under “Audit Fees.” The services for the fees disclosed under this category include consultation regarding our correspondence with the SEC and other accounting consulting.
Tax Fees
This category consists of professional services rendered by our independent registered public accounting firm for tax compliance and tax advice. The services for the fees disclosed under this category include tax return preparation and technical tax advice.
All Other Fees
This category consists of fees for other miscellaneous items.
Our Board of Directors has adopted a procedure for pre-approval of all fees charged by our independent registered public accounting firm. Under the procedure, the Board approves the engagement letter with respect to audit, tax and review services. Other fees are subject to pre-approval by the Board, or, in the period between meetings, by a designated member of the Board. Any such approval by the designated member is disclosed to the entire Board at the next meeting.
| 17 |
| Table of Contents |
PART IV
Item 15. Exhibit and Financial Statement Schedules.
(a) 1. Financial Statements
The financial statements and Report of Independent Registered Public Accounting Firm are listed in the “Index to Financial Statements” on page F-1 and included on pages F-2 through F-15.
2. Financial Statement Schedules
All schedules for which provision is made in the applicable accounting regulations of the SEC are either not required under the related instructions, are not applicable (and therefore have been omitted), or the required disclosures are contained in the financial statements included herein.
3. Exhibits
Exhibit Number |
|
Description |
| ||
| Rule 13a-14(a)/15d-14(a) Certification of Chief Executive Officer and Chief Financial Officer | |
| Section 1350 Certification of Chief Executive Officer and Chief Financial Officer | |
101* |
| Inline XBRL Document Set for the financial statements and accompanying notes in Part II, Item 8, “Financial Statements and Supplementary Data” of this Annual Report on Form 10-K. |
104* |
| Inline XBRL for the cover page of this Annual Report on Form 10-K, included in the Exhibit 101 Inline XBRL Document Set. |
________
* Filed herewith.
Item 16. Form 10-K Summary.
None.
| 18 |
| Table of Contents |
General Enterprise Ventures, Inc.
(Formerly General Entertainment Ventures, Inc.)
Index to Audited Financial Statements
December 31, 2021 and 2020
| F-1 |
| Table of Contents |
Report of Independent Registered Public Accounting Firm
To the shareholders and the board of directors of General Enterprise Ventures, Inc.
Opinion on the Financial Statements
We have audited the accompanying consolidated balance sheet of General Enterprise Ventures, Inc. (the "Company") as of December 31, 2021, the related statement of operations, stockholders' equity (deficit), and cash flows for the year then ended, and the related notes (collectively referred to as the "financial statements"). In our opinion, the financial statements present fairly, in all material respects, the financial position of the Company as of December 31, 2021, and the results of its operations and its cash flows for the year then ended, in conformity with accounting principles generally accepted in the United States.
Substantial Doubt about the Company’s Ability to Continue as a Going Concern
The accompanying financial statements have been prepared assuming that the Company will continue as a going concern. As discussed in Note 1 to the financial statements, the Company’s significant operating losses raise substantial doubt about its ability to continue as a going concern. The financial statements do not include any adjustments that might result from the outcome of this uncertainty.
Basis for Opinion
These financial statements are the responsibility of the Company's management. Our responsibility is to express an opinion on the Company's financial statements based on our audit. We are a public accounting firm registered with the Public Company Accounting Oversight Board (United States) ("PCAOB") and are required to be independent with respect to the Company in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.
We conducted our audit in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement, whether due to error or fraud. The Company is not required to have, nor were we engaged to perform, an audit of its internal control over financial reporting. As part of our audits we are required to obtain an understanding of internal control over financial reporting but not for the purpose of expressing an opinion on the effectiveness of the Company’s internal control over financial reporting. Accordingly, we express no such opinion.
Our audit included performing procedures to assess the risks of material misstatement of the financial statements, whether due to error or fraud, and performing procedures that respond to those risks. Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the financial statements. Our audit also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the financial statements. We believe that our audit provides a reasonable basis for our opinion.
/s BF Borgers CPA PC
We have served as the Company's auditor since 2022
April 12, 2022
| F-2 |
| Table of Contents |
MICHAEL GILLESPIE ASSOCIATES, PLLC
CERTIFIED PUBLIC ACCOUNTANTS
206.353.5736
REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
To the Board of Directors
General Entertainment Ventures, Inc.
Opinion on the Financial Statements
We have audited the accompanying balance sheet of General Entertainment Ventures, Inc. as of December 31, 2020 and the related statements of operations, changes in stockholders’ deficit and cash flows for the year then ended, and the related notes (collectively referred to as “financial statements”). In our opinion, the financial statements present fairly, in all material respects, the financial position of the Company as of December 31, 2020 and the results of its operations and its cash flows for the year then ended, in conformity with accounting principles generally accepted in the United States of America.
Critical Audit Matters
The critical audit matters communicated below are matters arising from the current period audit of the financial statements that were communicated or required to be communicated to the audit committee and that: (1) relate to accounts or disclosures that are material to the financial statements and (2) involved our especially challenging, subjective, or complex judgments. The communication of critical audit matters does not alter in any way our opinion on the financial statements, taken as a whole, and we are not, by communicating the critical audit matters below, providing separate opinions on the critical audit matters or on the accounts or disclosures to which they relate.
Going Concern
As described further in Note 2 to the financial statements, the Company has incurred losses each year from inception through December 31, 2020 and expects to incur additional losses in the future.
We determined the Company’s ability to continue as a going concern is a critical audit matter due to the estimation and uncertainty regarding the Company’s future cash flows and the risk of bias in management’s judgments and assumptions in estimating these cash flows.
Our audit procedures related to the Company’s assertion on its ability to continue as a going concern included the following, among others:
We reviewed the Company’s working capital and liquidity ratios, operating expenses, and uses and sources of cash used in management’s assessment of whether the Company has sufficient liquidity to fund operations for at least one year from the financial statement issuance date. This testing included inquiries with management, comparison of prior period forecasts to actual results, consideration of positive and negative evidence impacting management’s forecasts, the Company’s financing arrangements in place as of the report date, market and industry factors and consideration of the Company’s relationships with its financing partners.
Going Concern
The accompanying financial statements have been prepared assuming the Company will continue as a going concern. As discussed in Note 2 to the financial statements, although the Company has limited operations it has yet to attain profitability. This raises substantial doubt about its ability to continue as a going concern. Management’s plan in regard to these matters is also described in Note 1. The financial statements do not include any adjustments that might result from the outcome of this uncertainty.
Basis for Opinion
These financial statements are the responsibility of the Company’s management. Our responsibility is to express an opinion on the Company’s financial statements based on our audit. We are a public accounting firm registered with the Public Company Accounting Oversight Board (United States) (PCAOB) and are required to be independent with respect to the Company in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.
We conducted our audits in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement, whether due to error or fraud. The Company is not required to have, nor were we engaged to perform, an audit of its internal control over financial reporting. As part of our audit, we are required to obtain an understanding of internal control over financial reporting, but not for the purpose of expressing an opinion on the effectiveness of the Company’s internal control over financial reporting. Accordingly, we express no such opinion.
Our audits included performing procedures to assess the risks of material misstatement of the financial statements, whether due to error or fraud, and performing procedures that respond to those risks. Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the financial statements. Our audit also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the financial statements. We believe that our audit provides a reasonable basis for our opinion.
/S/ MICHAEL GILLESPIE ASSOCIATES, PLLC
We have served as the Company’s auditor since 2021.
Seattle, Washington
September 27, 2021
| F-3 |
| Table of Contents |
General Enterprise Ventures, Inc.
(Formerly General Entertainment Ventures, Inc.)
Consolidated Balance Sheets
|
| December 31, |
|
| December 31, |
| ||
|
| 2021 |
|
| 2020 |
| ||
Assets |
|
|
|
|
|
| ||
Current Assets |
|
|
|
|
|
| ||
Cash |
| $ |
|
| $ |
| ||
Prepaid expenses |
|
|
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|
|
| ||
Total Current Assets |
|
|
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| ||
|
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|
Digital currency equipment, net |
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| ||
Digital currency |
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| ||
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|
Total Assets |
| $ |
|
| $ |
| ||
|
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|
|
Liabilities and Stockholders' Deficit |
|
|
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|
|
|
|
|
Accounts payable and accrued liabilities |
| $ |
|
| $ |
| ||
Due to related party |
|
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|
|
| ||
Total Current Liabilities |
|
|
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| ||
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|
Total Liabilities |
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| ||
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|
Stockholders' Deficit |
|
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|
|
Convertible Series A Preferred Stock, par value $ |
|
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| |||
Common Stock par value $ |
|
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| |||
Additional paid-in capital |
|
|
|
|
|
| ||
Accumulated deficit |
|
| ( | ) |
|
| ( | ) |
Total Stockholders' Deficit |
|
| ( | ) |
|
| ( | ) |
|
|
|
|
|
|
|
|
|
Total Liabilities and Stockholders' Deficit |
| $ |
|
| $ |
| ||
See the accompanying Notes, which are an integral part of these Financial Statements.
| F-4 |
| Table of Contents |
General Enterprise Ventures, Inc.
(Formerly General Entertainment Ventures, Inc.)
Consolidated Statement of Operations
|
| Years Ended |
| |||||
|
| December 31, |
| |||||
|
| 2021 |
|
| 2020 |
| ||
Revenues |
|
|
|
|
|
| ||
Cryptocurrency mining |
| $ |
|
| $ |
| ||
Cost of revenue |
|
|
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|
|
| ||
Gross Profit |
|
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| ||
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|
Operating Expenses |
|
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General and administration |
|
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| ||
Management compensation |
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| ||
Professional fees |
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| ||
Total operating expenses |
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|
Loss from Operations |
|
| ( | ) |
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| ( | ) |
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Other Income (Expense) |
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Interest expense |
|
| ( | ) |
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| |
Impairment loss on digital currency |
|
| ( | ) |
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| |
Total other expense |
|
| ( | ) |
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| |
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|
Loss from continuing operations before taxes |
|
| ( | ) |
|
| ( | ) |
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Provision for income taxes |
|
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| ||
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Loss from continuing operations |
|
| ( | ) |
|
| ( | ) |
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Discontinued operations: |
|
|
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Loss from discontinued operations |
|
| ( | ) |
|
|
| |
Gain on disposition of Strategic Asset Holdings, LLC |
|
|
|
|
|
| ||
Loss from discontinued operations, net of tax |
|
| ( | ) |
|
|
| |
|
|
|
|
|
|
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|
|
Net Loss |
| $ | ( | ) |
| $ | ( | ) |
|
|
|
|
|
|
|
|
|
Loss from continuing operations per commons share – basic and diluted |
| $ | ( | ) |
| $ | ( | ) |
Loss from discontinued operations per common share – basic and diluted |
| $ | ( | ) |
| $ |
| |
Net loss per common share - basic and diluted |
| $ | ( | ) |
| $ | ( | ) |
Basic and diluted weighted average number of common shares outstanding |
|
|
|
|
|
| ||
See the accompanying Notes, which are an integral part of these Financial Statements.
| F-5 |
| Table of Contents |
General Enterprise Ventures, Inc.
(Formerly General Entertainment Ventures, Inc.)
Consolidated Statements of Change in Stockholders’ Equity (Deficit)
|
| Convertible Series A |
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| Additional |
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| Total Stockholders' |
| ||||||||||
|
| Preferred stock |
|
| Common Stock |
|
| Paid-In |
|
| Accumulated |
|
| Equity |
| |||||||||||||
|
| Shares |
|
| Amount |
|
| Shares |
|
| Amount |
|
| Capital |
|
| Deficit |
|
| (Deficit) |
| |||||||
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|
|
Balance - December 31, 2019 |
|
| - |
|
| $ |
|
|
|
|
| $ |
|
| $ |
|
| $ | ( | ) |
| $ |
| |||||
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Issuance Convertible Series A Preferred Stock - related party compensation |
|
|
|
|
|
|
|
| - |
|
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|
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|
|
|
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| ||||||
Net loss |
|
| - |
|
|
|
|
|
| - |
|
|
|
|
|
|
|
|
| ( | ) |
|
| ( | ) | |||
Balance - December 31, 2020 |
|
|
|
| $ |
|
|
|
|
| $ |
|
| $ |
|
| $ | ( | ) |
| $ | ( | ) | |||||
|
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Debt forgiveness - related party |
|
| - |
|
|
|
|
|
| - |
|
|
|
|
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|
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Net loss |
|
| - |
|
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|
|
|
| - |
|
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|
|
|
|
|
|
| ( | ) |
|
| ( | ) | |||
Balance - December 31, 2021 |
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|
|
| $ |
|
|
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|
| $ |
|
| $ |
|
| $ | ( | ) |
| $ | ( | ) | |||||
See the accompanying Notes, which are an integral part of these Financial Statements.
| F-6 |
| Table of Contents |
General Enterprise Ventures, Inc.
(Formerly General Entertainment Ventures, Inc.)
Consolidated Statement of Cash Flows
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| Years Ended |
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| December 31, |
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| 2021 |
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| 2020 |
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Cash Flows from Operating Activities: |
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Net loss |
| $ | ( | ) |
| $ | ( | ) |
Adjustments to reconcile net loss to net cash used in operating activities: |
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Stock-based compensation |
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Impairment loss |
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Impairment loss on digital assets |
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Amortization digital assets machines |
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Gain on discontinue operation -Strategic Asset Holdings, LLC |
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| ( | ) |
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Changes in operating assets and liabilities: |
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Digital currency |
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| ( | ) |
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Related party advances funding operating expense |
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Accounts payable and accrued liabilities |
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Due to related party |
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| ( | ) |
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Net Cash Used in Operating Activities |
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| ( | ) |
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Cash Flows from Investing Activities: |
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Cash proceeds from acquisition of Strategic Asset Holdings, LLC. |
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Acquisition digital currency equipment |
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| ( | ) |
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| |
Net Cash Used in Investing Activities |
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| ( | ) |
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| |
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Cash Flows from Financing Activities: |
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Proceed from loan |
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Proceed from loan - related party |
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Net Cash Provided by Financing Activities |
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Change in cash |
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Cash, beginning of period |
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Cash, end of period |
| $ |
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| $ |
| ||
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Supplemental Disclosure Information: |
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|
Cash paid for interest |
| $ |
|
| $ |
| ||
Cash paid for taxes |
| $ |
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| $ |
| ||
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Non-Cash Financing Disclosure: |
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Issuance of note payable for acquisition of Strategic Asset Holdings, LLC. |
| $ |
|
| $ |
| ||
Debt forgiveness - related party |
| $ |
|
| $ |
| ||
See the accompanying Notes, which are an integral part of these Financial Statements.
| F-7 |
| Table of Contents |
General Enterprise Ventures, Inc.
(Formerly General Entertainment Ventures, Inc.)
Notes to Consolidated Financial Statements
December 31, 2021 and 2020
Note 1 – Organization, Business and Going Concern
General Enterprise Ventures, Inc., (the “Company” “GEVI”), was originally incorporated under the laws of the State of Nevada on March 14, 1990.
In January 2021, Board of Directors of the Company approved redomiciling the Company in Delaware. On March 31, 2021, the Company formed General Entertainment Ventures, Inc. in Delaware as a wholly owned subsidiary of the Company. The purpose of the formation of GEVI was to merge the Company into GEVI pursuant to Section 251(g) of the General Corporation Law of the State of Delaware. On April 10, 2021, after approval by the board of directors and shareholders of the Company, the Company was merged into GEVI pursuant to an Agreement and Plan of Merger dated as of the same date. GEVI is the accounting and legal acquiror of the Company.
On October 17, 2021, the Board of Directors approved the corporate name change from General Entertainment Ventures, Inc. to General Enterprise Ventures, Inc.
Corporate Changes
On May 10, 2021, GEVI acquired all the issued and outstanding equity of Strategic Asset Holdings, LLC (“SAH”), a Wyoming limited liability company, for $
On June 3, 2021, after approval by the board of directors and shareholders of the Company, the Company was redomiciled to the State of Wyoming.
Effective October 19, 2021 Strategic Asset Holdings, LLC., was divested completely as a wholly owned subsidiary of General Enterprise Ventures, Inc.
Change of Control
On April 14, 2021, Jan Ralston acquired 10,000,000 Series A Preferred Stock from our former Chief Executive Officer, in a private transaction. The transaction constituted a change of control in the Company, due to the preferred shares super voting and conversion rights, entitling the holder to one thousand (1,000) shares and votes of common stock for every one (1) share of Convertible Series A Preferred Stock owned.
Business
We have expanded our services by building upon its foundation of emerging technology development, by creating a Crypto-Currency mining operation (farm). Currently, General Enterprise has 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 utilizes its 8,000 Sq Ft Commercial space to house these ASIC Miners.
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.
| F-8 |
| Table of Contents |
COVID-19
A novel strain of coronavirus (COVID-19) was first identified in December 2019, and subsequently declared a global pandemic by the World Health Organization on March 11, 2020. As a result of the outbreak, many companies have experienced disruptions in their operations and in markets served. The Company considered the impact of COVID-19 on the assumptions and estimates used and determined that there were no material adverse impacts on the Company’s results of operations and financial position at December 31, 2021. The full extent of the future impacts of COVID-19 on the Company’s operations is uncertain. A prolonged outbreak could have a material adverse impact on financial results and business operations of the Company, including the timing and ability of the Company to develop its business plan.
Note 2 – Summary of Significant Accounting Policies
Basis of Presentation
The Financial Statements and related disclosures have been prepared pursuant to the rules and regulations of the Securities and Exchange Commission (“SEC”). The Financial Statements have been prepared using the accrual basis of accounting in accordance with Generally Accepted Accounting Principles (“GAAP”) of the United States.
The Company’s fiscal year is December 31.
Use of Estimates
The preparation of financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements. The estimates and judgments will also affect the reported amounts for certain expenses during the reporting period. Actual results could differ from these good faith estimates and judgments.
Business Combinations
In accordance with ASC 805-10, “Business Combinations”, the Company accounts for all business combinations using the acquisition method of accounting. Under this method, assets and liabilities, including any remaining non-controlling interests, are recognized at fair value at the date of acquisition. The excess of the purchase price over the fair value of assets acquired, net of liabilities assumed, and non-controlling interests is recognized as goodwill. Certain adjustments to the assessed fair values of the assets, liabilities, or non-controlling interests made subsequent to the acquisition date, but within the measurement period, which is up to one year, are recorded as adjustments to goodwill. Any adjustments subsequent to the measurement period are recorded in income. Any cost or equity method interest that the Company holds in the acquired company prior to the acquisition is re-measured to fair value at acquisition with a resulting gain or loss recognized in income for the difference between fair value and the existing book value. Results of operations of the acquired entity are included in the Company’s results from the date of the acquisition onward and include amortization expense arising from acquired tangible and intangible assets.
Cash and Cash Equivalents
For purposes of balance sheet presentation and reporting of cash flows, the Company considers all unrestricted demand deposits, money market funds and highly liquid debt instruments with an original maturity of less than 90 days to be cash and cash equivalents. The Company had no cash equivalents at December 31, 2021 and 2020.
| F-9 |
| Table of Contents |
Property and equipment are stated at cost. Depreciation is computed on the straight-line method. Currently our assets consist solely of crypto mining 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.
Digital Assets
We currently account for all digital assets held as a result of these transactions as indefinite-lived intangible assets in accordance with ASC 350, Intangibles—Goodwill and Other. We have ownership of and control over our digital assets and we may use third-party custodial services to secure it. The digital assets are initially recorded at cost and are subsequently remeasured on the consolidated balance sheet at cost, net of any impairment losses incurred since acquisition.
We determine the fair value of our digital assets on a nonrecurring basis in accordance with ASC 820, Fair Value Measurement, based on quoted prices on the active exchange(s) that we have determined is the principal market for such assets (Level 1 inputs). We perform an analysis each quarter to identify whether events or changes in circumstances, principally decreases in the quoted prices on active exchanges, indicate that it is more likely than not that our digital assets are impaired. In determining if an impairment has occurred, we consider the lowest market price of one unit of digital asset quoted on the active exchange since acquiring the digital asset. If the then current carrying value of a digital asset exceeds the fair value so determined, an impairment loss has occurred with respect to those digital assets in the amount equal to the difference between their carrying values and the price determined.
Impairment losses are recognized within other income (expense) on the statements of operations in the period in which the impairment is identified. The impaired digital assets are written down to their fair value at the time of impairment and this new cost basis will not be adjusted upward for any subsequent increase in fair value. Gains are not recorded until realized upon sale(s), at which point they are presented net of any impairment losses for the same digital assets held within other income (expense). In determining the gain to be recognized upon sale, we calculate the difference between the sales price and carrying value of the digital assets sold immediately prior to sale.
As of December 31, 2021, the Company’s carrying cost value of digital assets exceeded the market value $
| F-10 |
| Table of Contents |
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; |
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|
|
| ● | 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 |
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|
|
| ● | Level 3—Unobservable inputs that are supported by little or no market data, which require the Company to develop its own assumptions. |
The Company’s financial instruments, including cash, accounts payable and accrued liabilities, and loans payable, are carried at historical cost. At December 31, 2021 and 2020, the carrying amounts of these instruments approximated their fair values because of the short-term nature of these instruments.
Related Parties
The Company follows ASC 850, “Related Party Disclosures,” for the identification of related parties and disclosure of related party transactions (see Note 5).
Segments
Operating segments are defined as components of an enterprise engaging in business activities for which discrete financial information is available and regularly reviewed by the chief operating decision maker in deciding how to allocate resources and in assessing performance. The Company operates and manages its business as one operating segment and all of the Company’s revenues and operations are currently in the United States.
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 cryptocurrency mining revenues. The Company earns its cryptocurrency mining revenues by providing transaction verification services within the digital currency networks of cryptocurrencies, for Bitcoin, Litecoin, and Dogecoin. The Company satisfies its performance obligation at the point in time that the Company is awarded a unit of digital asset through its participation in the applicable network and network participants benefit from the Company’s verification service. In consideration for these services, the Company receives Bitcoin, Litecoin, and Dogecoin, net of applicable network fees, which are recorded as revenue using the closing U.S. dollar price of the digital asset on the date of receipt. Expenses associated with running the cryptocurrency mining operations, which are currently utilities, equipment depreciation and monitoring services are recorded as cost of revenues.
| F-11 |
| Table of Contents |
There is currently no specific definitive guidance in GAAP or alternative accounting frameworks for the accounting for the production and mining of digital assets and management has exercised significant judgment in determining appropriate accounting treatment for the recognition of revenue for mining of digital assets. Management has examined various factors surrounding the substance of the Company’s operations and the guidance in ASC 606, including identifying the transaction price, when performance obligations are satisfied, and collectability is reasonably assured being the completion and addition of a block to a blockchain and the award of a unit of digital currency to the Company. In the event authoritative guidance is enacted by the FASB, the Company may be required to change its policies which could result in a change in the Company’s financial statements.
Net Loss Per Share of Common Stock
The Company has adopted ASC Topic 260,” Earnings per Share,” (“EPS”) which requires presentation of basic EPS on the face of the income statement for all entities with complex capital structures and requires a reconciliation of the numerator and denominator of the basic EPS computation. In the accompanying financial statements, basic earnings (loss) per share is computed by dividing net loss by the weighted average number of shares of common stock outstanding during the period.
The Company has no potentially dilutive securities, such as options or warrants, currently issued and outstanding.
Income Taxes
Income taxes are accounted for under the asset and liability method. Deferred tax assets and liabilities are recognized for the future tax consequences attributable to differences between the financial statement carrying amounts of existing assets and liabilities and their respective tax bases and operating loss and tax credit carry forwards. Deferred tax assets and liabilities are measured using enacted tax rates expected to apply to taxable income in the years in which those temporary differences are expected to be recovered or settled. The effect on deferred tax assets and liabilities of a change in tax rates is recognized in income in the period that includes the enactment date. A valuation allowance is recorded to reduce the Company’s deferred tax assets to the amount that is more likely than not to be realized
Recently Issued Accounting Pronouncements
In October 2021, the FASB issued ASU No. 2021-08, Accounting for Contract Assets and Contract Liabilities from Contracts with Customers (Topic 805). This ASU requires an acquirer in a business combination to recognize and measure contract assets and contract liabilities (deferred revenue) from acquired contracts using the revenue recognition guidance in Topic 606. At the acquisition date, the acquirer applies the revenue model as if it had originated the acquired contracts. The ASU is effective for annual periods beginning after December 15, 2022, including interim periods within those fiscal years. Adoption of the ASU should be applied prospectively. Early adoption is also permitted, including adoption in an interim period. If early adopted, the amendments are applied retrospectively to all business combinations for which the acquisition date occurred during the fiscal year of adoption. This ASU is currently not expected to have a material impact on our financial statements.
In August 2020, the FASB issued ASU 2020-06, Accounting for Convertible Instruments and Contracts in an Entity’s Own Equity. The ASU simplifies the accounting for convertible instruments by removing certain separation models in ASC 470-20, Debt—Debt with Conversion and Other Options, for convertible instruments. The ASU updates the guidance on certain embedded conversion features that are not required to be accounted for as derivatives under Topic 815, Derivatives and Hedging, or that do not result in substantial premiums accounted for as paid-in capital, such that those features are no longer required to be separated from the host contract. The convertible debt instruments will be accounted for as a single liability measured at amortized cost. This will also result in the interest expense recognized for convertible debt instruments to be typically closer to the coupon interest rate when applying the guidance in Topic 835, Interest. Further, the ASU made amendments to the EPS guidance in Topic 260 for convertible debt instruments, the most significant impact of which is requiring the use of the if-converted method for diluted EPS calculation, and no longer allowing the net share settlement method. The ASU also made revisions to Topic 815-40, which provides guidance on how an entity must determine whether a contract qualifies for a scope exception from derivative accounting. The amendments to Topic 815-40 change the scope of contracts that are recognized as assets or liabilities. The ASU is effective for interim and annual periods beginning after December 15, 2021, with early adoption permitted for periods beginning after December 15, 2020. Adoption of the ASU can either be on a modified retrospective or full retrospective basis. On January 1, 2021, we adopted the ASU, but did not have a material impact on our financial statements.
| F-12 |
| Table of Contents |
The Company has considered all other recently issued accounting pronouncements and does not believe the adoption of such pronouncements will have a material impact on its financial statements.
Note 3 – Acquisition and Divesture
On May 10, 2021, the Company acquired
The following table summarizes the consideration paid for SAH and the amounts of the assets acquired, and liabilities assumed recognized at the acquisition date at May 10, 2021:
Consideration: |
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Note payable |
| $ |
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Asset |
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Cash |
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Liabilities |
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Loan payable |
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| ( | ) |
Due to related party |
|
| ( | ) |
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Goodwill |
| $ |
| |
On October 19, 2021, the Board of Directors approved the divesture of SAH. The separation was amicable, and no severance was determined to be owed to Mr. Jason Tucker or SAH. As result of divesture, the Company recognized $
The following is a summary of the assets and liabilities of SAH as of October 19,2021 and December 31, 2020:
|
| October 19, |
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| December 31, |
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| 2021 |
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| 2020 |
| ||
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Cash and bank |
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Total assets from discontinued operations |
| $ |
|
| $ |
| ||
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Loan payable |
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Total liabilities from discontinued operations |
| $ |
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| $ |
| ||
| F-13 |
| Table of Contents |
The following is a summary of discontinued operations expenses for the period of ended October 19, 2021, and December 31, 2020:
|
| October 19. |
|
| December 31, |
| ||
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| 2021 |
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| 2020 |
| ||
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Revenues |
| $ |
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| $ |
| ||
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General and administration |
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Management compensation |
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Impairment loss |
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Total operating expenses |
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Loss from discontinued operations |
| $ | ( | ) |
| $ |
| |
Note 4 – Digital Asset Machines
At December 31, 2021 and 2020, property and equipment consisted of the following:
|
| December 31, |
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| December 31, |
| ||
|
| 2021 |
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| 2020 |
| ||
Cost: |
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Digital asset machines |
| $ |
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| $ |
| ||
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Less: accumulated depreciation |
|
| ( | ) |
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| |
Property and equipment, net |
| $ |
|
| $ |
| ||
During the year ended December 31, 2021, the Company acquired digital asset machines of $
During the year ended December 31, 2021, the Company recorded depreciation of $
| F-14 |
| Table of Contents |
Note 5 – Related Party Transactions
Note Payable
Pursuant to corporate change (see Note 1), the Company issued a promissory note of $
Other
During the year ended December 31, 2020, the Company accrued $
During the years ended December 31, 2021, the Company paid $
During the year ended December 31, 2020, the Company paid $
During the year ended December 31, 2021, a related party paid $
During the year ended December 31, 2021, the Company acquired digital currency computer equipment value at $
Note 6 – Stockholders’ Equity
Preferred Shares
The Company has authorized
On November 25, 2020, the Company’s board of directors approved issuance of
As of December 31, 2021, and 2020,
| F-15 |
| Table of Contents |
Common Shares
The Company has authorized
As of December 31, 2021, and 2020, there were
Note 7 - Income Taxes
The Company provides for income taxes under ASC 740, “Income Taxes.” Under the asset and liability method of ASC 740, deferred tax assets and liabilities are recorded based on the differences between the financial statement and tax basis of assets and liabilities and the tax rates in effect when these differences are expected to reverse. A valuation allowance is provided for certain deferred tax assets if it is more likely than not that the Company will not realize tax assets through future operations.
The components of the Company’s deferred tax asset and reconciliation of income taxes computed at the statutory rate of
|
| December 31, |
|
| December 31, |
| ||
|
| 2021 |
|
| 2020 |
| ||
Net loss for the year |
| $ | ( | ) |
| $ | ( | ) |
Effective Tax rate |
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| % |
|
| % | ||
Tax Recovery |
|
| ( | ) |
|
| ( | ) |
Less: Valuation Allowance |
|
|
|
|
|
| ||
Net deferred asset |
| $ |
|
| $ |
| ||
Net deferred tax assets consist of the following components as of December 31,2021 and 2020:
|
| Year Ended |
| |||||
|
| December 31, |
| |||||
|
| 2021 |
|
| 2020 |
| ||
Net operating loss carryforward |
| $ |
|
| $ |
| ||
Less: Valuation Allowance |
|
| ( | ) |
|
| ( | ) |
Net deferred asset |
| $ |
|
| $ |
| ||
At December 31, 2021, the Company had approximately $
The NOL carry forwards are subject to certain limitations due to the change in control of the Company pursuant to Internal Revenue Code Section 382. The Company experienced a change in control for tax purposes in April 14, 2021. Due to change of control, the Company will not be able to carryover approximately $
Note 8 – 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.
| F-16 |
| Table of Contents |
SIGNATURES
Pursuant to the requirements of Section 13 or 15(d) 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 Entertainment Ventures, Inc. |
| |
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|
Dated: April 12, 2022 | By: | /s/ Joshua Ralston |
|
|
| Joshua Ralston |
|
|
| Chief Executive Officer and Chief Financial Officer |
|
Pursuant to the requirements of the Securities Exchange Act of 1934, this report has been signed below by the following persons on behalf of the registrant and in the capacities and on the dates indicated.
| General Entertainment Ventures, Inc. |
| |
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|
Dated: April 12, 2022 | By: | /s/ Joshua Ralston |
|
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| Joshua Ralston |
|
|
| Chief Executive Officer and Chief Financial Officer |
|
19 |