General Enterprise Ventures Files 10-K/A Amendment

Ticker: CITR · Form: 10-K/A · Filed: Jul 30, 2024 · CIK: 894556

Sentiment: neutral

Topics: amendment, acquisition, cryptocurrency, intellectual-property

TL;DR

GEVI filed a 10-K/A for 2023, detailing MFB acquisition & crypto mining ops.

AI Summary

General Enterprise Ventures, Inc. filed a 10-K/A amendment on July 30, 2024, for the fiscal year ending December 31, 2023. The company previously acquired Mighty Fire Breaker, LLC on April 13, 2022, for 1,000,000 Preferred C Shares and a 10% royalty on gross sales. The filing also details the company's cryptocurrency mining operations, which include 20 Bitmain Antminer SJ19 PRO miners and 99 Mini-Doge miners deployed through F2Pool.

Why It Matters

This filing provides updated financial and operational details for General Enterprise Ventures, Inc., including information on past acquisitions and current cryptocurrency mining activities.

Risk Assessment

Risk Level: medium — The company's business model appears diversified but includes speculative areas like cryptocurrency mining and intellectual property from acquisitions, which can carry inherent risks.

Key Numbers

Key Players & Entities

FAQ

What was the primary purpose of filing this 10-K/A amendment?

The 10-K/A amendment was filed on July 30, 2024, to provide updated information for the fiscal year ending December 31, 2023.

When and how did General Enterprise Ventures, Inc. acquire Mighty Fire Breaker, LLC?

General Enterprise Ventures, Inc. acquired Mighty Fire Breaker, LLC on April 13, 2022, in exchange for 1,000,000 Preferred C Shares and a 10% royalty on gross sales of MFB products.

What type of intellectual property does Mighty Fire Breaker, LLC possess?

Mighty Fire Breaker, LLC has 19 patents centered around its CitroTech MFB 31.

What cryptocurrency mining hardware does the company utilize?

The company had 20 Bitmain Antminer SJ19 PRO miners and 99 Mini-Doge miners deployed.

Through which pool are the company's cryptocurrency mining operations conducted?

The company's mining operations are conducted through F2Pool.

Filing Stats: 4,572 words · 18 min read · ~15 pages · Grade level 11.1 · Accepted 2024-07-30 17:13:37

Key Financial Figures

Filing Documents

, Item 1. Business

Part I, Item 1. Business

, Item 1A. Risk Factors

Part I, Item 1A. Risk Factors

, Item 7. Management's Discussion and Analysis of Financial Condition and Results of Operations

Part II, Item 7. Management's Discussion and Analysis of Financial Condition and Results of Operations

, Item 8. Financial Statements and Supplementary Data

Part II, Item 8. Financial Statements and Supplementary Data 2 Table of Contents TABLE OF CONTENTS

FORWARD-LOOKING STATEMENTS

FORWARD-LOOKING STATEMENTS 4 PART I Item 1. Business. 4 Item 1A. Risk Factors. 8 Item 1B. Unresolved Staff Comments. 8 Item 1C. Cybersecurity. 8 Item 2. Properties. 8 Item 3. Legal Proceedings. 8 Item 4. Mine Safety Disclosures. 8 PART II Item 5. Market For Registrant's Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities. 9 Item 6. [Reserved] 10 Item 7.

Management's Discussion and Analysis of Financial Condition and Results of Operations

Management's Discussion and Analysis of Financial Condition and Results of Operations. 10 Item 7A.

Quantitative And Qualitative Disclosures About Market Risk

Quantitative And Qualitative Disclosures About Market Risk. 15 Item 8.

Financial Statements and Supplemental Data

Financial Statements and Supplemental Data. F-1 Item 9. Changes in and Disagreements With Accountants on Accounting and Financial Disclosure. 16 Item 9A.

Controls and Procedures

Controls and Procedures. 16 Item 9B. Other Information. 17 Item 9C. Disclosure Regarding Foreign Jurisdictions that Prevent Inspections. 17 PART III Item 10. Directors, Executive Officers and Corporate Governance. 18 Item 11.

Executive Compensation

Executive Compensation. 21 Item 12.

Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters

Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters. 22 Item 13. Certain Relationships and Related Transactions, and Director Independence. 23 Item 14. Principal Accountant Fees and Services. 24 PART IV Item 15. Exhibit and Financial Statement Schedules. 26 Item 16. Form 10-K Summary. 26

SIGNATURES

SIGNATURES 27 3 Table of Contents

FORWARD-LOOKING STATEMENTS

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 for

Business

Item 1. Business. General Enterprise Ventures, Inc., ("GEVI," "we," "us," or the "Company") was originally incorporated in Nevada on March 14, 1990. Our offices are located at 1740H Del Range Blvd., Suite 166, Cheyenne, Wyoming 82009. Our telephone number is (800) 401-4535. Our websites are www.generalenterpriseventures.com and www.mightyfirebreaker.com. We do not incorporate the information on or accessible through our website into this Annual Report, and you should not consider any information on, or that can be accessed through, our website a part of this Registration Statement. We are an environmentally sustainable flame retardant and flame suppression company for the residential home industry throughout the United States and international markets. The Company is bringing to the marketplace unique, disruptive products with significant environmental impact potential. We operate one line of business. On January 3, 2022, the Company formed Mighty Fire Breaker, LLC, an Ohio limited liability company ("MFB Ohio"), to acquire all the intellectual property of Mighty Fire Breaker, LLC, a California limited liability company ("MFB California") in connection with the flame retardant and flame suppression segments of the environmental industry, including patents and patents pending. On April 13, 2022, the transaction between the Company, MFB Ohio and MFB California closed. The transaction consideration to the equity holders of MFB California was 1,000,000 shares of the Series C Convertible Preferred Stock of the Company with a value at closing of $4,200,000, and a 10% royalty on gross sales before taxes of the MFB Ohio family of products. In addition, on November 14, 2022, the Company formed Mighty Fire Breaker UK Limited ("MFB UK" and together with MFB Ohio, collectively, "MFB"). MFB has 56 patents pertaining to its CitroTech MFB 31 Technology ("CitroTech" or the "MFB Technology") for the prevention and spread of wildfires. . When CitroTech is applied it converts fl

Risk Factors

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.

Unresolved Staff Comments

Item 1B. Unresolved Staff Comments. None.

Cybersecurity

Item 1C. Cybersecurity. The Company has cloud-based security, and their computers and servers are fire walled. In addition, the Company does not allow virtual log-in on their computers.

Properties

Item 2. Properties. Our Company owns no real property. Our principal office is located at 2170 Allentown Rd, Lima, OH 45808 which is commercial space under on one year lease agreement at $500 per month In addition, the Company leases commercial space for retail and warehousing at 5050 Commerce Blvd., Rohnert Park, CA 90928, which is under a two year lease agreement at $5,200 per month.

Legal Proceedings

Item 3. Legal Proceedings. Currently, there are no legal proceedings pending or threatened against us. We are not presently party to any pending or other threatened legal proceedings or claims that we believe will have a material adverse effect on our business, financial condition or operating results, although from time to time, we may become involved in legal proceedings in the ordinary course of business.

Mine Safety Disclosures

Item 4. Mine Safety Disclosures. Not applicable. 8 Table of Contents PART II

Market for Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities

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 2023 High Bid Low Bid First Quarter $ 0.50 $ 0.15 Second Quarter $ 0.50 $ 0.17 Third Quarter $ 1.11 $ 0.40 Fourth Quarter $ 0.98 $ 0.42 Fiscal Year 2022 High Bid Low Bid First Quarter $ 0.180 $ 0.049 Second Quarter $ 0.235 $ 0.175 Third Quarter $ 0.210 $ 0.125 Fourth Quarter $ 0.580 $ 0.208 Security Holders As of April 2,2024, we estimate there were approximately 721 holders of record and 36,302,150 shares of our Common Stock were issued and outstanding. Dividend Policy We have not paid any dividends on our common stock since inception and we currently expect that, in the foreseeable future, all earnings (if any) will be retained for the development of our business and no dividends will be declared or paid on our common stock. Any future dividends on our common stock will be subject to the discretion of our board of directors and will depend upon, among other things, our earnings (if any), operating results, financial condition and capital requirements, general business conditions and other pertinent facts. Recent Sales of Unregistered Securities During the past two years, we effected the following transactions in reliance upon exemptions from registration under the Securities Act: Between September 27, 2023, and February 13, 2024, we issued 471,832 shares of Siers C Convertible Preferred Stock. The following table summarizes the offer

Use of proceeds

Use of proceeds None.

Management's Discussion and Analysis of Financial Condition and Results of Operations

Item 7. Management's Discussion and Analysis of Financial Condition and Results of Operations. The following Management's Discussion and Analysis should be read in conjunction with our financial statements and the related notes thereto included elsewhere in this Annual Report. The Management's Discussion and Analysis contains forward-looking statements that involve risks and uncertainties, such as statements of our plans, objectives, expectations, and intentions. Any statements that are not statements of historical fact are forward-looking statements. When used, the words "believe," "plan," "intend," "anticipate," "target," "estimate," "expect," and the like, and/or future-tense or conditional constructions (

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