10-Q

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

Form 10-Q

(Mark One)

☒	QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
	For the quarterly period ended: March 31, 2023

or

☐	TRANSITION REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
	For the transition period from ___________ to ___________

Commission File Number: 033-55254-38

General Enterprise Ventures, Inc.

(Exact name of registrant as specified in its charter)

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

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

(800) 401-4535

(Registrant’s telephone number, including area code)

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

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

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

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

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

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

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

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

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

97,245,388 shares of common stock issued and outstanding as of May 15, 2023.

TABLE OF CONTENTS

PART I - FINANCIAL INFORMATION
Item 1.	Financial Statements	3
Item 2.	Management’s Discussion and Analysis of Financial Condition and Results of Operations	13
Item 3.	Quantitative and Qualitative Disclosures About Market Risk	16
Item 4.	Controls and Procedures	17
PART II - OTHER INFORMATION
Item 1.	Legal Proceedings	18
Item 1A.	Risk Factors	18
Item 2.	Unregistered Sales of Equity Securities and Use of Proceeds	18
Item 3.	Defaults Upon Senior Securities	18
Item 4.	Mine Safety Disclosures	18
Item 5.	Other Information	18
Item 6.	Exhibits	19
SIGNATURES		20

2

PART I - FINANCIAL INFORMATION

Item 1. Financial Statements

 General Enterprise Ventures, Inc.

Consolidated Balance Sheets

(Unaudited)

	March 31,			December 31,
	2023			2022
Assets
Current Assets
Cash	$	63,529		$	55,434
Prepaid expenses		6,540			240
Inventory		102,268			114,645
Total Current Assets		172,337			170,319
Intangible assets		4,195,353			4,195,353
Operating lease right-of-use asset		24,773			39,367
Equipment, net		4,283			4,547
Total Assets	$	4,396,746		$	4,409,586
Liabilities and Stockholders' Equity
Current liabilities
Accounts payable and accrued liabilities	$	121,861		$	87,398
Convertible note payable		35,000			35,000
Due to related party		1,133,205			899,153
Operating lease liability - current portion		24,773			39,367
Total Current Liabilities		1,314,839			1,060,918
Total Liabilities		1,314,839			1,060,918
Stockholders' Equity
Convertible Series A Preferred Stock, par value $0.001, authorized 10,000,000 shares, 10,000,000 shares issued and outstanding		10,000			10,000
Convertible Series C Preferred Stock, par value $0.001, authorized 5,000,000 shares, 950,000 issued and outstanding, respectively		950			950
Common Stock par value $0.001, authorized 1,000,000,000 shares, 94,245,388 and 93,945,388 shares issued and outstanding, respectively		94,245			93,945
Additional paid-in capital		62,711,723			62,625,173
Accumulated deficit		(59,735,011	)		(59,381,400	)
Total Stockholders' Equity		3,081,907			3,348,668
Total Liabilities and Stockholders' Equity	$	4,396,746		$	4,409,586

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

3

General Enterprise Ventures, Inc.

Consolidated Statements of Operations

(Unaudited)

	Three Months Ended
	March 31,
	2023			2022
Revenue	$	55,595		$	-
Cost of revenue		13,854			-
Gross Profit		41,741			-
Operating Expenses
General and administration		99,784			2,595
Depreciation		264			-
Professional fees		295,129			40,171
Total operating expenses		395,177			42,766
Loss from Operations		(353,436	)		(42,766	)
Other Income (Expense)
Interest expense		(175	)		-
Total other expense		(175	)		-
Loss from continuing operations	$	(353,611	)	$	(42,766	)
Discontinued operations:
Income from discontinued operations	$	-		$	13,016
Income from discontinued operations, net of tax	$	-		$	13,016
Net Loss	$	(353,611	)	$	(29,750	)
Loss from continuing operations Per Common Share – Basic	$	(0.00	)	$	(0.00	)
Income from discontinuing operations Per Common Share– Basic	$	(0.00	)	$	0.00
Net loss per common share - Basic	$	(0.00	)	$	(0.00	)
Loss from continuing operations Per Common Share – Diluted	$	(0.00	)	$	(0.00	)
Income from discontinuing operations Per Common Share– Diluted	$	(0.00	)	$	0.00
Net loss per common share - Diluted	$	(0.00	)	$	(0.00	)
Basic Weighted Average Number of Common Shares Outstanding		94,165,388			22,945,388
Diluted Weighted Average Number of Common Shares Outstanding		113,165,388			22,945,388

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

4

General Enterprise Ventures, Inc.

Consolidated Statements of Change in Stockholders’ Equity (Deficit)

(Unaudited)

For the three months ended March 31, 2023

	Convertible Series A				Convertible Series C								Additional					Total
	Preferred stock				Preferred stock				Common Stock				Paid-In		Accumulated			Stockholders'
	Shares		Amount		Shares		Amount		Shares		Amount		Capital		Deficit			Equity
Balance - December 31, 2022		10,000,000	$	10,000		950,000	$	950		93,945,388	$	93,945	$	62,625,173	$	(59,381,400	)	$	3,348,668
Common stock issued for services		-		-		-		-		300,000		300		86,550		-			86,850
Net loss		-		-		-		-		-		-		-		(353,611	)		(353,611	)
Balance - March 31, 2023		10,000,000	$	10,000		950,000	$	950		94,245,388	$	94,245	$	62,711,723	$	(59,735,011	)	$	3,081,907

For the three months ended March 31, 2022

	Convertible Series A								Additional					Total  Stockholders'
	Preferred stock				Common Stock				Paid-In		Accumulated			Equity
	Shares		Amount		Shares		Amount		Capital		Deficit			(Deficit)
Balance - December 31, 2021		10,000,000	$	10,000		22,945,388	$	22,945	$	56,387,768	$	(56,473,572	)	$	(52,859	)
Debt forgiveness - former related party		-		-		-		-		9,355		-			9,355
Net loss		-		-		-		-		-		(29,750	)		(29,750	)
Balance - March 31, 2022		10,000,000	$	10,000		22,945,388	$	22,945	$	56,397,123	$	(56,503,322	)	$	(73,254	)

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

5

General Enterprise Ventures, Inc.

 Consolidated Statements of Cash Flows

(Unaudited)

	Three Months Ended
	March 31,
	2023			2022
Cash Flows from Operating Activities:
Net loss	$	(353,611	)	$	(29,750	)
Adjustments to reconcile net loss to net cash used in operating activities:
Stock-based compensation		86,850			-
Impairment loss on digital assets		-			6,125
Non-cash lease expense		15,000			-
Depreciation and amortization		264			15,059
Changes in operating assets and liabilities:
Inventory		12,377			-
Digital currency		-			374
Prepaid expense		(6,300	)		-
Related party advances funding operating expense		49,052			40,171
Accounts payable and accrued liabilities		34,463			1,545
Fixed cash payments related to operating leases		(15,000	)		-
Net Cash Provided by (Used in) Operating Activities		(176,905	)		33,524
Cash Flows from Financing Activities:
Proceeds from loan - related party		185,000			55,000
Repayment of loan- related party		-			(47,323	)
Net Cash Provided by Financing Activities		185,000			7,677
Change in cash		8,095			41,201
Cash, beginning of period		55,434			5,469
Cash, end of period	$	63,529		$	46,670
Supplemental Disclosure Information:
Cash paid for interest	$	-		$	-
Cash paid for taxes	$	-		$	-
Non-Cash Financing Disclosure:
Issuance of common stock for services	$	86,850		$	-
Debt forgiveness - related party	$	-		$	9,355

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

6

General Enterprise Ventures, Inc.

Notes to Unaudited Consolidated Financial Statements

March 31, 2023

Note 1 – Nature of Operations and Going Concern

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

Business

We are a fully integrated technology company structured to provide mergers and acquisitions of new and available technology. Through our services, we incubate first-to-market products and help existing companies accelerate their product development within all regulatory requirements.

Going Concern

The accompanying consolidated financial statements have been prepared (i) in accordance with accounting principles generally accepted in the United States, and (ii) assuming that the Company will continue as a going concern, which contemplates the realization of assets and the satisfaction of liabilities in the normal course of business. The Company has not generated significant income to date. The Company is subject to the risks and uncertainties associated with a business with no substantive revenue, as well as limitations on its operating capital resources. These matters, among others, raise substantial doubt about the ability of the Company to continue as a going concern. These financial statements do not include any adjustments to the amounts and classification of assets and liabilities that may be necessary should the Company be unable to continue as a going concern. In light of these matters, the Company’s ability to continue as a going concern is dependent upon the Company’s ability to raise capital and generate revenue and profits in the future.

Note 2 – Summary of Significant Accounting Policies

Basis of Presentation

The accompanying unaudited interim consolidated financial statements have been prepared in accordance with generally accepted accounting principles in the United States of America for interim financial information and with the instructions to Form 10-Q and Regulation S-X. Accordingly, the unaudited interim financial statements do not include all of the information and footnotes required by generally accepted accounting principles for complete financial statements.

In the opinion of management, all adjustments consisting of normal recurring entries necessary for a fair statement of the periods presented for: (a) the financial position; (b) the result of operations; and (c) cash flows, have been made in order to make the unaudited interim financial statements presented not misleading. The results of operations for such interim periods are not necessarily indicative of operations for a full year. The accompanying unaudited interim financial statements should be read in conjunction with the financial statements and related notes included in the Company’s Annual Report on Form 10-K, for the year ended December 31, 2022, as filed with the SEC on March 31, 2023.

Use of Estimates

The preparation of financial statements in conformity with accounting principles generally accepted in the United States of America (“GAAP”) requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements. The estimates and judgments will also affect the reported amounts for certain expenses during the reporting period. Actual results could differ from these good faith estimates and judgments.

7

Cash and Cash Equivalents

For purposes of balance sheet presentation and reporting of cash flows, the Company considers all unrestricted demand deposits, money market funds and highly liquid debt instruments with an original maturity of less than 90 days to be cash and cash equivalents. The Company did not have any cash equivalents. The Company had $63,529 and $55,434 cash equivalents at March 31, 2023 and December 31, 2022, respectively.

Inventory

Inventories consist of raw materials which are stated at lower cost or net realizable value, with cost being determined on the weighted average method. As of March 31, 2023, and December 31, 2022, the Company held inventories of $102,268 and $114,645, respectively.

During the three months ended March 31, 2023, and 2022, the Company recorded cost of goods sold of $13,854 and $0 associated with the cost of inventories sold, respectively. The Company did not write-off any inventories as unsalable during the three months ended March 31, 2023 and 2022.

Property and Equipment

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

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

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

Fair Value of Financial Instruments 

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

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

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

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

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

Related Parties

The Company follows ASC 850, “Related Party Disclosures,” for the identification of related parties and disclosure of related party transactions (see Note 8).

8

Basic and Diluted Net Loss Per Common Share

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

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

	March 31,		March 31,
	2023		2022
Convertible notes		194,444		-

Revenue

We recognize revenue in accordance with ASC 606, Revenue from Contracts with Customers. The standard’s stated core principle is that an entity should recognize revenue to depict the transfer of promised goods or services to customers in an amount that reflects the consideration to which the entity expects to be entitled in exchange for those goods or services. To achieve this core principle, ASC 606 includes provisions within a five-step model that includes identifying the contract with a customer, identifying the performance obligations in the contract, determining the transaction price, allocating the transaction price to the performance obligations, and recognizing revenue when, or as, an entity satisfies a performance obligation.

Our revenues currently consist of products used for lumber products for fire prevention. Revenue is recognized at a point in time that is which the risks and rewards of ownership of the products transfer from the Company to the customer.

Note 2 – Discontinued Operations

Crypto mining

On April 1, 2022, the Company implemented a plan to divest its crypto mining operations to focus its resources on the MFB acquisition (see Note 3). The Company recognized a loss of $2,030 from the disposition of its crypto mining operations, which consisted of the relinquishment of the digital currency assets in exchange for settlement of the related party note payable associated with the acquisition of the equipment.

Note 3 – Equipment, net

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

	March 31,			December 31,
	2023			2022
Cost:
Furniture and equipment	$	5,350		$	5,350
Less: accumulated depreciation		(1,067	)		(803	)
Property and equipment, net	$	4,283		$	4,547

During the three months ended March 31, 2023, the Company recorded a depreciation of $264.

9

During the three months ended March 31, 2022, the Company recorded a depreciation of $15,059 for digital currency equipment, which is included within the Company’s income from discontinued operations.

Note 4 – Intangible Assets

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

The amount capitalized consisted of a portion of the fair value of 1,000,000 shares of Convertible Preferred C stock of $4,200,000. During the three months ended March 31, 2023, no additional costs met the criteria for capitalization as an intangible asset.

Note 5 – Lease

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

	Three Months Ended
	March 31,
	2023
Lease cost:
Operating lease cost	$	15,000
Other information:
Cash paid for operating cash flows from operating leases	$	15,000
Right -of-use assets obtained upon acquisition	$	81,967
Weighted-average remaining lease term - operating leases (year)		0.42
Weighted-average discount rate — operating leases		5.50	%

Future minimum lease payments under the operating lease liability have the following non-cancellable lease payments as of March 31, 2023:

2023 (remaining nine months)	$	25,000
Thereafter		-
		25,000
Less: Imputed interest		(227	)
Operating lease liabilities	$	24,773
Operating lease liabilities - current	$	24,773
Operating lease liabilities- non-current	$	-

Note 6 – Convertible Note

On September 30, 2022, the Company entered into a convertible note agreement for the amount of $54,000, with term of six (6) months from the date of receipt of the funds, at interest rate of 2% per annum, currently the note is in default. At the sole option of the Lender, all or part of unpaid principal then outstanding may be converted into shares of common stock at any time starting from 24 hours after payment at a fixed conversion price of $0.18 per share.  As of March 31, 2023, following is the summary of funds received from the lender:

	Principal		Maturity	Interest
Payment date	Amount		date	Rate			Balance
August 11, 2022	$	18,000	2/11/2023		2	%	$	18,000
September 2, 2022	$	17,000	3/2/2023		2	%		17,000
Total Convertible notes							$	35,000
Current portion								(35,000	)
Long -term portion							$	-

10

During the three months ended March 31, 2023, the Company recognized $175 interest. As of March 31, 2023, and December 31,2022, the Company owed principal of $35,000 and $35,000 and accrued interest of $ 430 and $255, respectively.

Note 7 – Stockholders’ Equity

Preferred Shares

The Company’s preferred shares consist of the following:

· 10,000,000 authorized shares of Convertible Series A Preferred Stock, par value $0.001. The Series A Preferred Stock are convertible into common stock of the Corporation at a conversion rate of one thousand (1,000) shares of common stock and entitled to one thousand (1,000) votes of common stock for each share of Series A Preferred Stock. The holders of the Convertible Series A Preferred Stock shall not be entitled to receive dividends. Issued and outstanding Convertible Series A Preferred stock as of March 31, 2023, and December 31, 2022, was 10,000,000, respectively.

· 5,000,000 authorized shares of non-voting Convertible Series C Preferred Stock, par value $0.001. The Series C Preferred Stock shares are convertible into common stock of the Corporation at a conversion rate of one (1) Preferred C share for twenty (20) shares of common stock. Issued and outstanding Convertible Series A Preferred stock as of March 31, 2023 and December 31, 2022, were 950,000, respectively.

Common Shares

The Company has authorized 1,000,000,000 shares of common stock with a par value of $0.001. Each common stock entitles the holder to one vote, in person or proxy, on any matter on which action of the stockholders of the corporation is sought. As of March 31, 2023, 70,000,000 shares issued to a member of the board of directors and President of the Company are restricted (the “Restricted Stock Award”) and shall be released only upon the Company achieving gross revenue in each of the calendar years ended December 31, 2023, 2024, 2025 and 2026, of not less than $100,000,000. The holder of the Restricted stock shall be entitled to vote but is not entitled to dividends or disposal. The Company valued the voting rights associated with the awards at $2,100,000 which is recorded as stock-based compensation during the year ended December 31, 2022.

During the three months ended March 31, 2023, the company issued 300,000 shares of common stock for services valued at $86,850.

Common shares issued and outstanding as of March 31, 2023 and December 31, 2022, were 94,245,388 and 93,945,388, respectively.

Restricted Stock Award

On June 13, 2022, the Company issued a 70,000,000 Restricted Stock Award (“RSA”) to a member of the board of directors and President of the Company. Set out below is a summary of the changes in the Restricted Shares during the three months ended March 31, 2023:

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

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Note 8 – Related Party Transactions

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

During the three months ended March 31, 2023, and 2022, a related party advanced to the Company an amount of $185,000 and $55,000 and paid $49,052 and $40,171 for operating expenses on behalf of the Company, respectively. During the three months ended March 31,2023 and 2022, the Company repaid $0 and $47,323 owing of the loan.

During the three months ended March 31, 2023, the Company paid $45,000 consulting to an entity under common control of a related party and $40,000 commission to a related party.

As of March 31, 2023, and December 31, 2022, the Company was obliged to related parties, for unsecured, non-interest-bearing demand loans with a balance of $1,133,205 and $899,153, respectively.

Note 9 – Commitments and Contingencies

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

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

As of March 31, 2023, the Company recognized commitment for consulting services based on valuation of common stock price on March 31,2023 for outstanding common shares. 

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

Note 10 – Subsequent Events

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

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

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

FORWARD-LOOKING STATEMENTS

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

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

Our unaudited financial statements are stated in United States Dollars (USD) and are prepared in accordance with accounting principles generally accepted in the United States of America (“GAAP”). The following discussion should be read in conjunction with our financial statements and the related notes that appear elsewhere in this quarterly report. The following discussion contains forward-looking statements that reflect our plans, estimates and beliefs. Our actual results could differ materially from those discussed in the forward-looking statements. Factors that could cause or contribute to such differences include, but are not limited to, those discussed below and elsewhere in this quarterly report.

In this quarterly report, unless otherwise specified, all dollar amounts are expressed in United States dollars and all references to “common shares” refer to the common shares in our capital stock.

As used in this quarterly report, the terms “we”, “us”, “our” and “our company” mean General Enterprise Ventures, Inc.

General Overview

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

On April 13, 2022, General Enterprise Ventures, Inc. acquired Mighty Fire Breaker LLC and all associated IP, in exchange for 1,000,000 Preferred C Shares.

On April 13, 2022, The Company designated 5,000,000 shares of Series C convertible Preferred Stock (“Series C Preferred Stock”). The Series C Preferred Stock is convertible into twenty (20) shares of Common Stock for each share of Series C Preferred Stock at the option of the stockholder. The Series C Preferred Stock does not have voting rights and is not eligible to receive dividends 

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

13

Current Operations

Fully Integrated Services

We are a fully integrated technology company structured to provide mergers and acquisitions of new and available technology. Through our services, we incubate first-to-market products and help existing companies accelerate their product development within all regulatory requirements.

Corporate changes

On April 13, 2022 General Enterprise Ventures, Inc. acquired Mighty Fire Breaker, LLC , an Ohio Limited Liability company (“ MFB”) and all associated IP, in exchange for 1,000,000 Preferred C Shares and a 10% royalty on the gross sales before taxes of products sold under the MFB family of products. MFB has 19 patents centered around its CitroTech MFB 31 Technology for the prevention and spread of wildfires.  Its core products can be used for lumber treatments for fire prevention.  It has been widely tested and is currently in testing at 3 major us government agencies. When CitroTech Science is sprayed and applied it takes flammable fuels like dry native vegetation and wood and makes them noncombustible. During the third quarter of 2022 the company received EPA Safer Choice status and UL Green-Guard Gold approval on its CitroTech fire inhibitor.  It continues to pursue additional  accreditations such Missoula Testing approval for selling products to the government. Currently the Company’s subsidiary Mighty Fire Breaker LLC Ohio is involved in installing large home and facility Proactive Wildfire Prevention Systems.

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

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

Results of Operations

Results of Operations for the three months ended March 31, 2023 and the three months ended March 31, 2022

Our results of operations for the three months ended March 31, 2023 and 2022 are summarized below:

	Three Months Ended
	March 31,
	2023			2022			Change
Revenue	$	55,595		$	-		$	55,595
Operating expenses		395,177			42,766			352,411
Interest expense		175			-			175
Net loss from continuing operations	$	(353,611	)	$	(42,766	)	$	408,006
Income from discontinued operations		-			13,016			(13,016	)
Net loss	$	(353,611	)	$	(29,750	)	$	(323,861	)

14

Revenue

Our Company generated $55,595 and $0 revenue for the three months ended March 31, 2023 and 2022, respectively. The Company’s revenue is associated with revenue from MFB which was acquired in April 2022.

Operating Expenses

Operating expenses consisted of professional fees of $295,129, depreciation of $264 and general and administrative expenses of $99,784 in the three months ended March 31, 2023, compared to professional fees of $40,171 and general and administrative of $2,595 in the three months ended March 31, 2022.

Discontinuing Operating Expenses

During the three months ended March 31, 2022, income from discontinued operations of $13,016 was the result of the net income from the operations of crypto mining and the disposition of crypto mining which the Company implemented a plan to divest its crypto mining operations to focus its resources on the MFB acquisition.

Net Loss

As a result of the foregoing, we incurred a net loss of $353,611, for the three months ended March 31, 2023, compared to a net loss of $29,750 for the corresponding three months ended March 31, 2022.

Liquidity and Capital Resources

	March 31,			December 31,
	2023			2022			Change
Cash	$	63,529		$	55,434		$	8,095
Current Assets	$	172,337		$	170,319		$	2,018
Current Liabilities	$	1,314,839		$	1,060,918		$	253,921
Working Capital (Deficiency)	$	(1,142,502	)	$	(890,599	)	$	(251,903	)

The increase in working capital deficiency in 2023 was primarily the result of increases in accounts payable and accrued liabilities of $34,463 and due to related party of $234,052.

As of March 31, 2023 and December 31, 2022, the current assets consisted primarily of cash of $63,529 and $55,434, and inventory of $102,268 and $114,645, respectively.

As of March 31, 2023, and December 31, 2022, the current liabilities consisted of accounts payable and accrued liabilities of $121,861 and $87,398, due to related party of $1,133,205 and $899,153, convertible note of $35,000 and $35,000, and current portion of operating lease liability of $24,773 and $39,367, respectively.

Cash Flows

	Three Months Ended
	March 31,
	2023			2022
Cash provided by (used in) operating activities	$	(176,905	)	$	33,524
Cash provided by financing activities	$	185,000		$	7,677
Net Change in Cash	$	8,095		$	41,201

15

Cash Flows from Operating Activities

For the three months ended March 31, 2023, net cash flows used in operating activities consisted of a net loss of $353,611, reduced by stock-based compensation of $86,850, non-cash lease expenses of $15,000, depreciation $264     and reduced by an increase in changes in operating assets and liabilities of $74,592.

For the three months ended March 31, 2022, net cash flows provided by operating activities consisted of a net loss of $29,750, reduced by impairment loss on digital assets of $6,125, depreciation of $15,059, reduced by an increase in changes in operating assets and liabilities of $33,524.

Cash Flows from Financing Activities

For the three months ended March 31, 2023, net cash provided by financing activities consisted of $185,000 received from a related party.

For the three months ended March 31, 2022 net cash provided by financing activities consisted of $55,000 received from a related party and $47,323 repaid to a related party.

Going Concern

The accompanying consolidated financial statements have been prepared (i) in accordance with accounting principles generally accepted in the United States, and (ii) assuming that the Company will continue as a going concern, which contemplates the realization of assets and the satisfaction of liabilities in the normal course of business. The Company has not generated significant income to date. The Company is subject to the risks and uncertainties associated with a business with no substantive revenue, as well as limitations on its operating capital resources. These matters, among others, raise substantial doubt about the ability of the Company to continue as a going concern. These financial statements do not include any adjustments to the amounts and classification of assets and liabilities that may be necessary should the Company be unable to continue as a going concern. In light of these matters, the Company’s ability to continue as a going concern is dependent upon the Company’s ability to raise capital and generate revenue and profits in the future. 

Critical Accounting Policies

The discussion and analysis of our financial condition and results of operations are based upon our financial statements, which have been prepared in accordance with the accounting principles generally accepted in the United States of America. Preparing financial statements requires management to make estimates and assumptions that affect the reported amounts of assets, liabilities, and expenses. These estimates and assumptions are affected by management’s application of accounting policies. We believe that understanding the basis and nature of the estimates and assumptions involved with the following aspects of our financial statements is critical to an understanding of our financial statements.

Off-balance sheet arrangements

We have no off-balance sheet arrangements that have or are reasonably likely to have a current or future effect on our financial condition, changes in financial condition, revenues or expenses, results of operations, liquidity, capital expenditures or capital resources that is material to stockholders.

Item 3. Quantitative and Qualitative Disclosures About Market Risk

As a “smaller reporting company”, we are not required to provide the information required by this Item.

16

Item 4. Controls and Procedures

Evaluation of Disclosure Controls and Procedures

Our management is responsible for establishing and maintaining a system of disclosure controls and procedures (as defined in Rule 13a-15(e) and 15d-15(e) under the Exchange Act) that is designed to ensure that information required to be disclosed by us in the reports that we file or submit under the Exchange Act is recorded, processed, summarized and reported, within the time periods specified in the Commission’s rules and forms. Disclosure controls and procedures include, without limitation, controls and procedures designed to ensure that information required to be disclosed by an issuer in the reports that it files or submits under the Exchange Act is accumulated and communicated to the issuer’s management, including its principal executive officer or officers and principal financial officer or officers, or persons performing similar functions, as appropriate to allow timely decisions regarding required disclosure.

An evaluation was conducted under the supervision and with the participation of our management of the effectiveness of the design and operation of our disclosure controls and procedures as of March 31, 2023. Based on that evaluation, our management concluded that our disclosure controls and procedures were not effective as of such date to ensure that information required to be disclosed in the reports that we file or submit under the Exchange Act, is recorded, processed, summarized and reported within the time periods specified in SEC rules and forms as a result of the following material weaknesses: (1) lack of a functioning audit committee, (2) lack of a majority of outside directors on our Board of Directors, resulting in ineffective oversight in the establishment and monitoring of required internal controls and procedures; (3) inadequate segregation of duties consistent with control objectives; and (4) management is dominated by one individual without adequate compensating controls.

A “material weakness” is a deficiency, or combination of deficiencies, in internal control over financial reporting such that there is a reasonable possibility that a material misstatement of the Company’s annual or interim financial statements would not be prevented or detected on a timely basis.

We expect to be materially dependent upon a third party to provide us with accounting consulting services for the foreseeable future. Until such time as we have a chief financial officer with the requisite expertise in U.S. GAAP, there are no assurances that the material weaknesses in our disclosure controls and procedures and internal control over financial reporting will not result in errors in our financial statements which could lead to a restatement of those financial statements.

Changes in Internal Controls

There have been no changes in our internal controls over financial reporting identified in connection with the evaluation required by paragraph (d) of Securities Exchange Act Rule 13a-15 or Rule 15d-15 that occurred in the period ended March 31, 2023, that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.

17

PART II - OTHER INFORMATION

Item 1. Legal Proceedings

From time to time, we may be involved in various claims and legal proceedings relating to claims arising out of our operations. We are not currently a party to any legal proceedings that, in the opinion of our management, are likely to have a material adverse effect on our business, financial condition, and results of operations. Regardless of outcome, litigation can have an adverse impact on us because of defense and settlement costs, diversion of management resources and other factors.

Item 1A. Risk Factors

As a “smaller reporting company,” we are not required to provide the information required by this Item.

Item 2. Unregistered Sales of Equity Securities and Use of Proceeds

None.

Item 3. Defaults Upon Senior Securities

None.

Item 4. Mine Safety Disclosures

Not Applicable.

Item 5. Other Information

None.

18

Item 6. Exhibits

Exhibit Number	Description
31.1*	Rule 13a-14(a)/15d-14(a) Certification of Chief Executive Officer and Chief Financial Officer
32.1*	Section 1350 Certification of Chief Executive Officer and Chief Financial Officer
101*	Inline XBRL Document Set for the condensed financial statements and accompanying notes in Part I, Item 1, “Financial Statements” of this Quarterly Report on Form 10-Q.
104*	Inline XBRL for the cover page of this Quarterly Report on Form 10-Q, included in the Exhibit 101 Inline XBRL Document Set.

________

* Filed herewith.

19

SIGNATURES

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

	General Enterprise Ventures, Inc.
	(Registrant)
Dated: May 15, 2023	/s/ Joshua Ralston
	Joshua Ralston
	Chief Executive Officer and Chief Financial Officer

20

EX-31.1

EXHIBIT 31.1

CERTIFICATION OF PRINCIPAL EXECUTIVE OFFICER AND

PRINCIPAL ACCOUNTING AND FINANCIAL OFFICER

PURSUANT TO SECTION 302 OF THE SARBANES-OXLEY ACT AND RULE 13A-14(A)

OR 15D-14(A) UNDER THE SECURITIES EXCHANGE ACT OF 1934

I, Joshua Ralston, certify that:

1.	I have reviewed this report on Form 10-Q of General Enterprise Ventures, Inc. for the quarter ended March 31, 2023;
2.	Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;
3.	Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;
4.	I am responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:

(a)	Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under my supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to me by others within those entities, particularly during the period in which this report is being prepared;
(b)	Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under my supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;
(c)	Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report my conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and
(d)	Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and

5. I have disclosed, based on my most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of registrant’s board of directors (or persons performing the equivalent functions):

(a)	All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and
(b)	Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.

Date:  May 15, 2023	By:	/s/ Joshua Ralston
		Joshua Ralston
		Chief Executive Officer and Chief Financial Officer

EX-32.1

EXHIBIT 32.1

CERTIFICATION OF PRINCIPAL EXECUTIVE OFFICER AND

PRINCIPAL ACCOUNTING AND FINANCIAL OFFICER

PURSUANT TO 18 U.S.C. SECTION 1350,

AS ADOPTED PURSUANT TO

SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002

In connection with the Quarterly Report on Form 10-Q of Genera Enterprise Ventures, Inc. (the “Company”), for the quarter ended March 31, 2023, as filed with the Securities and Exchange Commission on the date hereof (the “Report”), I, Joshua Ralston,  Chief Executive Officer and  Chief Financial Officer of the Company, certify, pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, that:

(1)	The Report fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934; and
(2)	The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company.

A signed original of this written statement required by Section 906 has been provided to the Company and will be retained by the Company and furnished to the Securities and Exchange Commission or its staff upon request.

Date: May 15, 2023	By:	/s/ Joshua Ralston
		Joshua Ralston
		Chief Executive Officer and Chief Financial Officer

XML

Cover - shares	3 Months Ended
	Mar. 31, 2023	May 15, 2023
Cover [Abstract]
Entity Registrant Name	General Enterprise Ventures, Inc.
Entity Central Index Key	0000894556
Document Type	10-Q
Amendment Flag	false
Current Fiscal Year End Date	--12-31
Entity Small Business	true
Entity Shell Company	false
Entity Emerging Growth Company	false
Entity Current Reporting Status	Yes
Document Period End Date	Mar. 31, 2023
Entity Filer Category	Non-accelerated Filer
Document Fiscal Period Focus	Q1
Document Fiscal Year Focus	2023
Entity Common Stock Shares Outstanding		97,245,388
Document Quarterly Report	true
Document Transition Report	false
Entity File Number	033-55254-38
Entity Incorporation State Country Code	WY
Entity Tax Identification Number	87-2765150
Entity Address Address Line 1	1740H Del Range Blvd
Entity Address Address Line 2	Suite 166
Entity Address City Or Town	Cheyenne
Entity Address State Or Province	WY
Entity Address Postal Zip Code	82009
City Area Code	800
Local Phone Number	401-4535
Entity Interactive Data Current	Yes

XML

Consolidated Balance Sheets - USD ($)	Mar. 31, 2023	Dec. 31, 2022
Current Assets
Cash	$ 63,529	$ 55,434
Prepaid expenses	6,540	240
Inventory	102,268	114,645
Total Current Assets	172,337	170,319
Intangible assets	4,195,353	4,195,353
Operating lease right-of-use asset	24,773	39,367
Equipment, net	4,283	4,547
Total Assets	4,396,746	4,409,586
Current liabilities
Accounts payable and accrued liabilities	121,861	87,398
Convertible note payable	35,000	35,000
Due to related party	1,133,205	899,153
Operating lease liability - current portion	24,773	39,367
Total Current Liabilities	1,314,839	1,060,918
Total Liabilities	1,314,839	1,060,918
Stockholders' Equity
Common Stock par value $0.001, authorized 1,000,000,000 shares, 94,245,388 and 93,945,388 shares issued and outstanding, respectively	94,245	93,945
Additional paid-in capital	62,711,723	62,625,173
Accumulated deficit	(59,735,011)	(59,381,400)
Total Stockholders' Equity	3,081,907	3,348,668
Total Liabilities and Stockholders' Equity	4,396,746	4,409,586
Series A Preferred Stock [Member]
Stockholders' Equity
Preferred stock, value	10,000	10,000
Series C Preferred Stock [Member]
Stockholders' Equity
Preferred stock, value	$ 950	$ 950

XML

Consolidated Balance Sheets (Parenthetical) - $ / shares	Mar. 31, 2023	Dec. 31, 2022
Common stock, shares par value	$ 0.001	$ 0.001
Common stock, shares authorized	1,000,000,000	1,000,000,000
Common stock, shares issued	94,245,388	93,945,388
Common stock, shares outstanding	94,245,388	93,945,388
Convertible Series A Preferred Stock [Member]
Preferred stock, shares par value	$ 0.001	$ 0.001
Preferred stock, shares authorized	10,000,000	10,000,000
Preferred stock, shares issued	10,000,000	10,000,000
Preferred stock, shares outstanding	10,000,000	10,000,000
Convertible Series C Preferred Stock [Member]
Preferred stock, shares par value	$ 0.001	$ 0.001
Preferred stock, shares authorized	5,000,000	5,000,000
Preferred stock, shares issued	950,000	950,000
Preferred stock, shares outstanding	950,000	950,000

XML

Consolidated Statements of Operations (Unaudited) - USD ($)	3 Months Ended
	Mar. 31, 2023	Mar. 31, 2022
Consolidated Statements of Operations (Unaudited)
Revenue	$ 55,595	$ 0
Cost of revenue	13,854	0
Gross Profit	41,741	0
Operating Expenses
General and administration	99,784	2,595
Depreciation	264	0
Professional fees	295,129	40,171
Total operating expenses	395,177	42,766
Loss from Operations	(353,436)	(42,766)
Other Income (Expense)
Interest expense	(175)	0
Total other expense	(175)	0
Loss from continuing operations	(353,611)	(42,766)
Discontinued operations:
Income from discontinued operations	0	13,016
Income from discontinued operations, net of tax	0	13,016
Net Loss	$ (353,611)	$ (29,750)
Loss from continuing operations Per Common Share - Basic	$ (0.00)	$ (0.00)
Income from discontinuing operations Per Common Share- Basic	(0.00)	0.00
Net loss per common share - Basic	(0.00)	(0.00)
Loss from continuing operations Per Common Share - Diluted	(0.00)	(0.00)
Income from discontinuing operations Per Common Share- Diluted	(0.00)	0.00
Net loss per common share - Diluted	$ (0.00)	$ (0.00)
Basic Weighted Average Number of Common Shares Outstanding	94,165,388	22,945,388
Diluted Weighted Average Number of Common Shares Outstanding	113,165,388	22,945,388

XML

Consolidated Statements of Change in Stockholders' Deficit (Unaudited) - USD ($)	Total	Convertible Series A Preferred Stock [Member]	Convertible Series C Preferred Stock [Member]	Common Stock	Additional Paid-In Capital	Retained Earnings (Accumulated Deficit)
Balance, shares at Dec. 31, 2021		10,000,000		22,945,388
Balance, amount at Dec. 31, 2021	$ (52,859)	$ 10,000		$ 22,945	$ 56,387,768	$ (56,473,572)
Debt forgiveness - former related party	9,355	0		0	9,355	0
Net loss	(29,750)	$ 0		$ 0	0	(29,750)
Balance, shares at Mar. 31, 2022		10,000,000		22,945,388
Balance, amount at Mar. 31, 2022	(73,254)	$ 10,000		$ 22,945	56,397,123	(56,503,322)
Balance, shares at Dec. 31, 2022		10,000,000	950,000	93,945,388
Balance, amount at Dec. 31, 2022	3,348,668	$ 10,000	$ 950	$ 93,945	62,625,173	(59,381,400)
Net loss	(353,611)	0	0	$ 0	0	(353,611)
Common stock issued for services, shares				300,000
Common stock issued for services, amount	86,850	$ 0	$ 0	$ 300	86,550	0
Balance, shares at Mar. 31, 2023		10,000,000	950,000	94,245,388
Balance, amount at Mar. 31, 2023	$ 3,081,907	$ 10,000	$ 950	$ 94,245	$ 62,711,723	$ (59,735,011)

XML

Consolidated Statements of Cash Flows (Unaudited) - USD ($)	3 Months Ended
	Mar. 31, 2023	Mar. 31, 2022
Cash Flows from Operating Activities:
Net loss	$ (353,611)	$ (29,750)
Adjustments to reconcile net loss to net cash used in operating activities:
Stock-based compensation	86,850	0
Impairment loss on digital assets	0	6,125
Non-cash lease expense	15,000	0
Depreciation and amortization	264	15,059
Changes in operating assets and liabilities:
Inventory	12,377	0
Digital currency	0	374
Prepaid expense	(6,300)	0
Related party advances funding operating expense	49,052	40,171
Accounts payable and accrued liabilities	34,463	1,545
Fixed cash payments related to operating leases	(15,000)	0
Net Cash Provided by (Used in) Operating Activities	(176,905)	33,524
Cash Flows from Financing Activities:
Proceeds from loan - related party	185,000	55,000
Repayment of loan- related party	0	(47,323)
Net Cash Provided by Financing Activities	185,000	7,677
Change in cash	8,095	41,201
Cash, beginning of period	55,434	5,469
Cash, end of period	63,529	46,670
Supplemental Disclosure Information:
Cash paid for interest	0	0
Cash paid for taxes	$ 0	$ 0
Non-Cash Financing Disclosure:
Issuance of common stock for services	86,850	0
Debt forgiveness - related party	$ 0	$ 9,355

XML

Nature of Operations and Going Concern

3 Months Ended

Mar. 31, 2023

Nature of Operations and Going Concern

Nature of Operations and Going Concerns

Note 1 – Nature of Operations and Going Concern

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

Business

We are a fully integrated technology company structured to provide mergers and acquisitions of new and available technology. Through our services, we incubate first-to-market products and help existing companies accelerate their product development within all regulatory requirements.

Going Concern

The accompanying consolidated financial statements have been prepared (i) in accordance with accounting principles generally accepted in the United States, and (ii) assuming that the Company will continue as a going concern, which contemplates the realization of assets and the satisfaction of liabilities in the normal course of business. The Company has not generated significant income to date. The Company is subject to the risks and uncertainties associated with a business with no substantive revenue, as well as limitations on its operating capital resources. These matters, among others, raise substantial doubt about the ability of the Company to continue as a going concern. These financial statements do not include any adjustments to the amounts and classification of assets and liabilities that may be necessary should the Company be unable to continue as a going concern. In light of these matters, the Company’s ability to continue as a going concern is dependent upon the Company’s ability to raise capital and generate revenue and profits in the future.

XML

Summary of Significant Accounting Policies

3 Months Ended

Mar. 31, 2023

Summary of Significant Accounting Policies

Summary of Significant Accounting Policies

Note 2 – Summary of Significant Accounting Policies

Basis of Presentation

The accompanying unaudited interim consolidated financial statements have been prepared in accordance with generally accepted accounting principles in the United States of America for interim financial information and with the instructions to Form 10-Q and Regulation S-X. Accordingly, the unaudited interim financial statements do not include all of the information and footnotes required by generally accepted accounting principles for complete financial statements.

In the opinion of management, all adjustments consisting of normal recurring entries necessary for a fair statement of the periods presented for: (a) the financial position; (b) the result of operations; and (c) cash flows, have been made in order to make the unaudited interim financial statements presented not misleading. The results of operations for such interim periods are not necessarily indicative of operations for a full year. The accompanying unaudited interim financial statements should be read in conjunction with the financial statements and related notes included in the Company’s Annual Report on Form 10-K, for the year ended December 31, 2022, as filed with the SEC on March 31, 2023.

Use of Estimates

The preparation of financial statements in conformity with accounting principles generally accepted in the United States of America (“GAAP”) requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements. The estimates and judgments will also affect the reported amounts for certain expenses during the reporting period. Actual results could differ from these good faith estimates and judgments.

Cash and Cash Equivalents

For purposes of balance sheet presentation and reporting of cash flows, the Company considers all unrestricted demand deposits, money market funds and highly liquid debt instruments with an original maturity of less than 90 days to be cash and cash equivalents. The Company did not have any cash equivalents. The Company had $63,529 and $55,434 cash equivalents at March 31, 2023 and December 31, 2022, respectively.

Inventory

Inventories consist of raw materials which are stated at lower cost or net realizable value, with cost being determined on the weighted average method. As of March 31, 2023, and December 31, 2022, the Company held inventories of $102,268 and $114,645, respectively.

During the three months ended March 31, 2023, and 2022, the Company recorded cost of goods sold of $13,854 and $0 associated with the cost of inventories sold, respectively. The Company did not write-off any inventories as unsalable during the three months ended March 31, 2023 and 2022.

Property and Equipment

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

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

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

Fair Value of Financial Instruments 

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

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

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

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

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

Related Parties

The Company follows ASC 850, “Related Party Disclosures,” for the identification of related parties and disclosure of related party transactions (see Note 8).

Basic and Diluted Net Loss Per Common Share

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

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

	March 31,		March 31,
	2023		2022
Convertible notes		194,444		-

Revenue

We recognize revenue in accordance with ASC 606, Revenue from Contracts with Customers. The standard’s stated core principle is that an entity should recognize revenue to depict the transfer of promised goods or services to customers in an amount that reflects the consideration to which the entity expects to be entitled in exchange for those goods or services. To achieve this core principle, ASC 606 includes provisions within a five-step model that includes identifying the contract with a customer, identifying the performance obligations in the contract, determining the transaction price, allocating the transaction price to the performance obligations, and recognizing revenue when, or as, an entity satisfies a performance obligation.

Our revenues currently consist of products used for lumber products for fire prevention. Revenue is recognized at a point in time that is which the risks and rewards of ownership of the products transfer from the Company to the customer.

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Discontinued Operations

3 Months Ended

Mar. 31, 2023

Discontinued Operations

Discontinued operations

Note 2 – Discontinued Operations

Crypto mining

On April 1, 2022, the Company implemented a plan to divest its crypto mining operations to focus its resources on the MFB acquisition (see Note 3). The Company recognized a loss of $2,030 from the disposition of its crypto mining operations, which consisted of the relinquishment of the digital currency assets in exchange for settlement of the related party note payable associated with the acquisition of the equipment.

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Equipment net

3 Months Ended

Mar. 31, 2023

Equipment net

Equipment, net

Note 3 – Equipment, net

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

	March 31,			December 31,
	2023			2022
Cost:
Furniture and equipment	$	5,350		$	5,350
Less: accumulated depreciation		(1,067	)		(803	)
Property and equipment, net	$	4,283		$	4,547

During the three months ended March 31, 2023, the Company recorded a depreciation of $264.

During the three months ended March 31, 2022, the Company recorded a depreciation of $15,059 for digital currency equipment, which is included within the Company’s income from discontinued operations.

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Intangible assets

3 Months Ended

Mar. 31, 2023

Intangible assets

Intangible assets

Note 4 – Intangible Assets

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

The amount capitalized consisted of a portion of the fair value of 1,000,000 shares of Convertible Preferred C stock of $4,200,000. During the three months ended March 31, 2023, no additional costs met the criteria for capitalization as an intangible asset.

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Lease

3 Months Ended

Mar. 31, 2023

Lease

Lease

Note 5 – Lease

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

	Three Months Ended
	March 31,
	2023
Lease cost:
Operating lease cost	$	15,000
Other information:
Cash paid for operating cash flows from operating leases	$	15,000
Right -of-use assets obtained upon acquisition	$	81,967
Weighted-average remaining lease term - operating leases (year)		0.42
Weighted-average discount rate — operating leases		5.50	%

Future minimum lease payments under the operating lease liability have the following non-cancellable lease payments as of March 31, 2023:

2023 (remaining nine months)	$	25,000
Thereafter		-
		25,000
Less: Imputed interest		(227	)
Operating lease liabilities	$	24,773
Operating lease liabilities - current	$	24,773
Operating lease liabilities- non-current	$	-

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Convertible Note

3 Months Ended

Mar. 31, 2023

Convertible Note

Convertible Note

Note 6 – Convertible Note

On September 30, 2022, the Company entered into a convertible note agreement for the amount of $54,000, with term of six (6) months from the date of receipt of the funds, at interest rate of 2% per annum, currently the note is in default. At the sole option of the Lender, all or part of unpaid principal then outstanding may be converted into shares of common stock at any time starting from 24 hours after payment at a fixed conversion price of $0.18 per share.  As of March 31, 2023, following is the summary of funds received from the lender:

	Principal		Maturity	Interest
Payment date	Amount		date	Rate			Balance
August 11, 2022	$	18,000	2/11/2023		2	%	$	18,000
September 2, 2022	$	17,000	3/2/2023		2	%		17,000
Total Convertible notes							$	35,000
Current portion								(35,000	)
Long -term portion							$	-

During the three months ended March 31, 2023, the Company recognized $175 interest. As of March 31, 2023, and December 31,2022, the Company owed principal of $35,000 and $35,000 and accrued interest of $ 430 and $255, respectively.

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Stockholders Equity

3 Months Ended

Mar. 31, 2023

Stockholders Equity

Stockholders' Equity

Note 7 – Stockholders’ Equity

Preferred Shares

The Company’s preferred shares consist of the following:

· 10,000,000 authorized shares of Convertible Series A Preferred Stock, par value $0.001. The Series A Preferred Stock are convertible into common stock of the Corporation at a conversion rate of one thousand (1,000) shares of common stock and entitled to one thousand (1,000) votes of common stock for each share of Series A Preferred Stock. The holders of the Convertible Series A Preferred Stock shall not be entitled to receive dividends. Issued and outstanding Convertible Series A Preferred stock as of March 31, 2023, and December 31, 2022, was 10,000,000, respectively.

· 5,000,000 authorized shares of non-voting Convertible Series C Preferred Stock, par value $0.001. The Series C Preferred Stock shares are convertible into common stock of the Corporation at a conversion rate of one (1) Preferred C share for twenty (20) shares of common stock. Issued and outstanding Convertible Series A Preferred stock as of March 31, 2023 and December 31, 2022, were 950,000, respectively.

Common Shares

The Company has authorized 1,000,000,000 shares of common stock with a par value of $0.001. Each common stock entitles the holder to one vote, in person or proxy, on any matter on which action of the stockholders of the corporation is sought. As of March 31, 2023, 70,000,000 shares issued to a member of the board of directors and President of the Company are restricted (the “Restricted Stock Award”) and shall be released only upon the Company achieving gross revenue in each of the calendar years ended December 31, 2023, 2024, 2025 and 2026, of not less than $100,000,000. The holder of the Restricted stock shall be entitled to vote but is not entitled to dividends or disposal. The Company valued the voting rights associated with the awards at $2,100,000 which is recorded as stock-based compensation during the year ended December 31, 2022.

During the three months ended March 31, 2023, the company issued 300,000 shares of common stock for services valued at $86,850.

Common shares issued and outstanding as of March 31, 2023 and December 31, 2022, were 94,245,388 and 93,945,388, respectively.

Restricted Stock Award

On June 13, 2022, the Company issued a 70,000,000 Restricted Stock Award (“RSA”) to a member of the board of directors and President of the Company. Set out below is a summary of the changes in the Restricted Shares during the three months ended March 31, 2023:

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

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Related Party Transactions

3 Months Ended

Mar. 31, 2023

Related Party Transactions

Related Party Transactions

Note 8 – Related Party Transactions

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

During the three months ended March 31, 2023, and 2022, a related party advanced to the Company an amount of $185,000 and $55,000 and paid $49,052 and $40,171 for operating expenses on behalf of the Company, respectively. During the three months ended March 31,2023 and 2022, the Company repaid $0 and $47,323 owing of the loan.

During the three months ended March 31, 2023, the Company paid $45,000 consulting to an entity under common control of a related party and $40,000 commission to a related party.

As of March 31, 2023, and December 31, 2022, the Company was obliged to related parties, for unsecured, non-interest-bearing demand loans with a balance of $1,133,205 and $899,153, respectively.

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Commitments and Contingencies

3 Months Ended

Mar. 31, 2023

Commitments and Contingencies

Commitments and Contingencies

Note 9 – Commitments and Contingencies

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

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

As of March 31, 2023, the Company recognized commitment for consulting services based on valuation of common stock price on March 31,2023 for outstanding common shares. 

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

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Subsequent Events

3 Months Ended

Mar. 31, 2023

Subsequent Events

Subsequent Events

Note 10 – Subsequent Events

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

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

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Summary of Significant Accounting Policies (Policies)

3 Months Ended

Mar. 31, 2023

Summary of Significant Accounting Policies

Basis of Presentation

The accompanying unaudited interim consolidated financial statements have been prepared in accordance with generally accepted accounting principles in the United States of America for interim financial information and with the instructions to Form 10-Q and Regulation S-X. Accordingly, the unaudited interim financial statements do not include all of the information and footnotes required by generally accepted accounting principles for complete financial statements.

In the opinion of management, all adjustments consisting of normal recurring entries necessary for a fair statement of the periods presented for: (a) the financial position; (b) the result of operations; and (c) cash flows, have been made in order to make the unaudited interim financial statements presented not misleading. The results of operations for such interim periods are not necessarily indicative of operations for a full year. The accompanying unaudited interim financial statements should be read in conjunction with the financial statements and related notes included in the Company’s Annual Report on Form 10-K, for the year ended December 31, 2022, as filed with the SEC on March 31, 2023.

Use of Estimates

The preparation of financial statements in conformity with accounting principles generally accepted in the United States of America (“GAAP”) requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements. The estimates and judgments will also affect the reported amounts for certain expenses during the reporting period. Actual results could differ from these good faith estimates and judgments.

Cash and Cash Equivalents

For purposes of balance sheet presentation and reporting of cash flows, the Company considers all unrestricted demand deposits, money market funds and highly liquid debt instruments with an original maturity of less than 90 days to be cash and cash equivalents. The Company did not have any cash equivalents. The Company had $63,529 and $55,434 cash equivalents at March 31, 2023 and December 31, 2022, respectively.

Inventory

Inventories consist of raw materials which are stated at lower cost or net realizable value, with cost being determined on the weighted average method. As of March 31, 2023, and December 31, 2022, the Company held inventories of $102,268 and $114,645, respectively.

During the three months ended March 31, 2023, and 2022, the Company recorded cost of goods sold of $13,854 and $0 associated with the cost of inventories sold, respectively. The Company did not write-off any inventories as unsalable during the three months ended March 31, 2023 and 2022.

Property and Equipment

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

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

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

Fair Value of Financial Instruments

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

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

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

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

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

Related Parties

The Company follows ASC 850, “Related Party Disclosures,” for the identification of related parties and disclosure of related party transactions (see Note 8).

Basic and Diluted Net Loss Per Common Share

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

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

	March 31,		March 31,
	2023		2022
Convertible notes		194,444		-

Revenue

We recognize revenue in accordance with ASC 606, Revenue from Contracts with Customers. The standard’s stated core principle is that an entity should recognize revenue to depict the transfer of promised goods or services to customers in an amount that reflects the consideration to which the entity expects to be entitled in exchange for those goods or services. To achieve this core principle, ASC 606 includes provisions within a five-step model that includes identifying the contract with a customer, identifying the performance obligations in the contract, determining the transaction price, allocating the transaction price to the performance obligations, and recognizing revenue when, or as, an entity satisfies a performance obligation.

Our revenues currently consist of products used for lumber products for fire prevention. Revenue is recognized at a point in time that is which the risks and rewards of ownership of the products transfer from the Company to the customer.

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Summary of Significant Accounting Policies (Tables)

3 Months Ended

Mar. 31, 2023

Summary of Significant Accounting Policies

Schedule of Antidilutive Securities

	March 31,		March 31,
	2023		2022
Convertible notes		194,444		-

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Equipment net (Tables)

3 Months Ended

Mar. 31, 2023

Equipment net

Summary of Property Plant and Equipment

	March 31,			December 31,
	2023			2022
Cost:
Furniture and equipment	$	5,350		$	5,350
Less: accumulated depreciation		(1,067	)		(803	)
Property and equipment, net	$	4,283		$	4,547

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Lease (Tables)

3 Months Ended

Mar. 31, 2023

Lease

Summary of Right-of-use Asset and Lease Information

	Three Months Ended
	March 31,
	2023
Lease cost:
Operating lease cost	$	15,000
Other information:
Cash paid for operating cash flows from operating leases	$	15,000
Right -of-use assets obtained upon acquisition	$	81,967
Weighted-average remaining lease term - operating leases (year)		0.42
Weighted-average discount rate — operating leases		5.50	%

Summary of Future Minimum Lease Payments Under the Operating Lease Liability

2023 (remaining nine months)	$	25,000
Thereafter		-
		25,000
Less: Imputed interest		(227	)
Operating lease liabilities	$	24,773
Operating lease liabilities - current	$	24,773
Operating lease liabilities- non-current	$	-

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Convertible Note (Tables)

3 Months Ended

Mar. 31, 2023

Convertible Note

Summary of Funds received from the Lender

	Principal		Maturity	Interest
Payment date	Amount		date	Rate			Balance
August 11, 2022	$	18,000	2/11/2023		2	%	$	18,000
September 2, 2022	$	17,000	3/2/2023		2	%		17,000
Total Convertible notes							$	35,000
Current portion								(35,000	)
Long -term portion							$	-

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Stockholders Equity (Tables)

3 Months Ended

Mar. 31, 2023

Stockholders Equity

Summary of Changes in Restricted Shares

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

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Summary of Significant Accounting Policies (Details) - USD ($)	Mar. 31, 2023	Dec. 31, 2022
Summary of Significant Accounting Policies
Convertible notes	$ 194,444	$ 0

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Summary of Significant Accounting Policies (Details Narrative) - USD ($)	3 Months Ended
	Mar. 31, 2023	Mar. 31, 2022	Dec. 31, 2022	Dec. 31, 2021
Cash equivalents	$ 63,529	$ 46,670	$ 55,434	$ 5,469
Property and equipment useful life	5 years
Inventory
Cost of goods sold	$ 13,854	$ 0
Raw materials	$ 102,268		$ 114,645

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

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Equipment net (Details) - USD ($)	Mar. 31, 2023	Dec. 31, 2022
Equipment net
Furniture and equipment	$ 5,350	$ 5,350
Less: accumulated depreciation	(1,067)	(803)
Property and equipment, net	$ 4,283	$ 4,547

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Equipment net (Details Narrative) - USD ($)	3 Months Ended
	Mar. 31, 2023	Mar. 31, 2022
Equipment net
Depreciation	$ 264	$ 15,059
Digital asset machines	$ 15,059

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Intangible assets (Details Narrative) - USD ($)	3 Months Ended
	Mar. 31, 2023	Dec. 31, 2022
Intangible assets
Intellectual property	$ 4,195,353	$ 4,195,353
Series c convertible preferred stock ,Shares	1,000,000
Fair value of series c convertible preferred stock capitalilized during period	$ 4,200,000

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Lease (Details)	3 Months Ended
	Mar. 31, 2023 USD ($)
Lease cost
Operating lease cost	$ 15,000
Other information
Cash paid for operating cash flows from operating leases	15,000
Right-of-use assets obtained upon acquisition	$ 81,967
Weighted-average remaining lease term - operating leases (year)	5 months 1 day
Weighted-average discount rate-operating leases	5.50%

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Lease (Details 1)	Mar. 31, 2023 USD ($)
Lease
2023 (remaining nine months)	$ 25,000
Thereafter	0
Operating leases, future minimum payments due	25,000
Less: Imputed interest	(227)
Operating lease liabilities	24,773
Operating lease liability - current	24,773
Operating lease liability - non-current	$ 0

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Convertible Note (Details)	3 Months Ended
	Mar. 31, 2023 USD ($)
Current portion	$ (35,000)
Total Convertible Note	35,000
Long term Portion	0
Eleven August Twenty Twenty Two [Member]
Total Convertible Note	18,000
Principal Amount	$ 18,000
Maturity Date	Feb. 11, 2023
Interest Rate	2.00%
Two September Twenty Twenty Two [Member]
Total Convertible Note	$ 17,000
Principal Amount	$ 17,000
Maturity Date	Mar. 02, 2023
Interest Rate	2.00%

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Convertible Note (Details Narrative) - USD ($)	3 Months Ended
	Mar. 31, 2023	Dec. 31, 2022
Convertible note	$ 35,000	$ 35,000
Convertible Note Agreement [Member]
Convertible note Interest rate	2.00%
Conversion price, per share	$ 0.18
Convertible note Interest	$ 175
Principal amount	35,000	35,000
Accrued interest	430	$ 255
Convertible note	$ 54,000

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Stockholders Equity (Details)	3 Months Ended
	Mar. 31, 2023 $ / shares shares
Stockholders Equity
Restricted Shares Outstanding, Beginning Balance	70,000,000
Restricted Shares, Granted	0
Restricted Shares, Vested	0
Restricted Shares, Forfeited	0
Restricted Shares Outstanding, Ending Balance	70,000,000
Weighted Average Grant Price, Beginning Balance | $ / shares	$ 0.03
Weighted Average Grant Price, Granted | $ / shares	0
Weighted Average Grant Price, Vested | $ / shares	0
Weighted Average Grant Price, Ending Balance | $ / shares	$ 0.03

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Stockholders Equity (Details Narrative) - USD ($)	3 Months Ended		12 Months Ended
	Mar. 31, 2023	Mar. 31, 2022	Dec. 31, 2022	Nov. 09, 2022	Jun. 30, 2022	Jun. 13, 2022
Common stock issued for services, shares	300,000
Common stock issued for services, amount	$ 86,850
Common stock, shares authorized	1,000,000,000		1,000,000,000
Issuance of restricted stock award						70,000,000
Common stock, shares issued	94,245,388	150,000,000,000	93,945,388	300,000,000,000	150,000,000,000
Common stock, par value	$ 0.001		$ 0.001
Restricted share issued	$ 70,000,000
Common stock, shares outstanding	94,245,388		93,945,388
Stock bassed compensation	$ 86,850	$ 0	$ 2,100,000
Series C Preferred Stock [Member]
Common stock, shares authorized	5,000,000		5,000,000
Conversion of common stock	1
Preferred stock, shares par value	$ 0.001		$ 0.001
Preferred stock, shares issued	950,000		950,000
Preferred stock, shares outstanding	950,000		950,000
Series A Preferred Stock [Member]
Conversion of common stock	1,000
Preferred stock, shares par value	$ 0.001		$ 0.001
Preferred stock, shares issued	10,000,000		10,000,000
Preferred stock, shares authorized	10,000,000		10,000,000
Preferred stock, shares outstanding	10,000,000		10,000,000

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Related Party Transactions (Details Narrative) - USD ($)	3 Months Ended
	Mar. 31, 2023	Mar. 31, 2022	Dec. 31, 2022
Related Party Transactions
Forgiveness of accrued salary		$ 9,355
Advance by related party	$ 185,000		$ 55,000
Expenses paid by related party	49,052	40,171
Repayment	0	$ 47,323
Due to related party	1,133,205		$ 899,153
Commission paid	40,000
Payment made for consulting	$ 45,000

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Commitments and Contingencies (Details Narrative) - USD ($)	Mar. 31, 2023	Jan. 25, 2023	Dec. 31, 2022	Nov. 09, 2022	Jun. 30, 2022	Mar. 31, 2022
Common stock shares issued	94,245,388		93,945,388	300,000,000,000	150,000,000,000	150,000,000,000
Common stock price	$ 94,245		$ 93,945
January 25 2023t [Member]
Issuance of common stock		300,000
Common stock price		$ 86,850

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Subsequent Events (Details Narrative) - Subsequent Event [Member] - Preferred Stock Series C [Member]	Apr. 05, 2023 shares
Convertible of preferred stock	150,000
Converted shares issued	3,000,000