General Enterprise Ventures, Inc. - Quarter Report: 2021 September (Form 10-Q)

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

Form 10-Q

(Mark One)

or

Commission File Number: 033-55254-38

(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.

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.

22,945,388 shares of common stock issued and outstanding as of October 18, 2021.

TABLE OF CONTENTS

PART I - FINANCIAL INFORMATION

Item 1. Financial Statements

General Entertainment Ventures, Inc.

Consolidated Balance Sheets

(Unaudited)

See the accompanying Notes, which are an integral part of these unaudited Financial Statements.

General Entertainment Ventures, Inc.

Consolidated Statement of Operations

(Unaudited)

See the accompanying Notes, which are an integral part of these unaudited Financial Statements.

General Entertainment Ventures, Inc.

Consolidated Statements of Change in Stockholders’ Equity (Deficit)

(Unaudited)

For the nine months ended September 30, 2021

For the nine months ended September 30, 2020

See the accompanying Notes, which are an integral part of these unaudited Financial Statements.

General Entertainment Ventures, Inc.

Consolidated Statement of Cash Flows

(Unaudited)

See the accompanying Notes, which are an integral part of these unaudited Financial Statements.

General Entertainment Ventures, Inc.

Notes to Consolidated Financial Statements

September 30, 2021

(Unaudited)

Note 1 – Organization and Going Concern

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

In January 2021, Board of Directors of the Company approved redomiciling the Company in Delaware. On March 31, 2021, the Company formed General Entertainment Ventures, Inc. in Delaware as a wholly owned subsidiary of the Company. The purpose of the formation of GEVI was to merge the Company into GEVI pursuant to Section 251(g) of the General Corporation Law of the State of Delaware. On April 10, 2021, after approval by the board of directors and shareholders of the Company, the Company was merged into GEVI pursuant to an Agreement and Plan of Merger dated as of the same date. GEVI is the accounting and legal acquiror of the Company.

Corporate Changes

On May 10, 2021, GEVI acquired all the issued and outstanding equity of Strategic Asset Holdings, LLC (“SAH”), a Wyoming limited liability company, for $50,000, pursuant to a promissory note dated as of the same date. SAH is an early-stage company in the home essentials technology space, and owns a provisional patent for a safe and secure night light. SAH is controlled by the Company’s Chief Executive Officer.

On June 3, 2021, after approval by the board of directors and shareholders of the Company, the Company was redomiciled to the State of Wyoming.

Change of Control

On April 14, 2021, Jan Ralston acquired 10,000,000 Series A Preferred Stock from our former Chief Executive Officer, in a private transaction. The transaction constituted a change of control in the Company, due to the preferred shares super voting and conversion rights, entitling the holder to one thousand (1,000) shares and votes of common stock for every one (1) share of Convertible Series A Preferred Stock owned.

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, 2020, as filed with the SEC on September 29, 2021.

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.

A novel strain of coronavirus (COVID-19) was first identified in December 2019, and subsequently declared a global pandemic by the World Health Organization on March 11, 2020. As a result of the outbreak, many companies have experienced disruptions in their operations and in markets served. The Company considered the impact of COVID-19 on the assumptions and estimates used and determined that there were no material adverse impacts on the Company’s results of operations and financial position at September 30, 2021. The full extent of the future impacts of COVID-19 on the Company’s operations is uncertain. A prolonged outbreak could have a material adverse impact on financial results and business operations of the Company, including the timing and ability of the Company to develop its business plan.

Business Combinations

In accordance with ASC 805-10, “Business Combinations”, the Company accounts for all business combinations using the acquisition method of accounting. Under this method, assets and liabilities, including any remaining non-controlling interests, are recognized at fair value at the date of acquisition. The excess of the purchase price over the fair value of assets acquired, net of liabilities assumed, and non-controlling interests is recognized as goodwill. Certain adjustments to the assessed fair values of the assets, liabilities, or non-controlling interests made subsequent to the acquisition date, but within the measurement period, which is up to one year, are recorded as adjustments to goodwill. Any adjustments subsequent to the measurement period are recorded in income. Any cost or equity method interest that the Company holds in the acquired company prior to the acquisition is re-measured to fair value at acquisition with a resulting gain or loss recognized in income for the difference between fair value and the existing book value. Results of operations of the acquired entity are included in the Company’s results from the date of the acquisition onward and include amortization expense arising from acquired tangible and intangible assets.

Related Parties

The Company follows ASC 850, ”Related Party Disclosures,” for the identification of related parties and disclosure of related party transactions (see Note 4).

Note 3 – Acquisition

On May 10, 2021, the Company acquired 100% of the outstanding common shares of Strategic Assets Holdings, Inc. (SAH), a company controlled by Jason Tucker, our sole officer and director. The goodwill arising from the acquisition consists solely for the coast in excess of company net asset value. The Company impaired goodwill on acquisition and recorded an impairment of $52,976 to operating expenses.

The following table summarizes the consideration paid for SAH and the amounts of the assets acquired, and liabilities assumed recognized at the acquisition date at May 10, 2021:

Unaudited combined proforma results of operations for the nine months ended September 30, 2021 and 2020 as though the Company acquired SAH on June 8, 2020 (Inception), are set forth below:

Note 4 – Related Party Transactions

Note Payable

Pursuant to corporate change (see Note 1), the Company issued a promissory note of $50,000 to the Company’s CEO, bearing interest at an annual rate of 7.5% and mature on May 10, 2022. For the nine months ended September 30, 2021, the Company recorded interest expenses of $1,469. As of September 30, 2021, the Company was obliged for this interest-bearing promissory note with a balance of $50,000 and accrued interest of $1,469.

Other

As at September 30, 2021 and December 31, 2020, $9,355 is accrued for salary to our former Chief Executive Officer.

During the three and nine months ended September 30, 2021, the Company paid $4,356 and $10,553 management fees to the Company’s sole member, respectively.

Note 5 –Loan Payable

On June 3, 2020, the Company entered in a line of credit agreement with third party for financing up to of $40,000 upon request of the Company for unlimited period. The line of credit was unsecured and each draw will incur 0% interest per annum at the time it was issued if repaid within 2 years. If after 2 years each draw shall incur, the interest is 9% per annum. During the three and nine months ended September 30, 2021, the Company utilized $3,000 and $5,500 of line of credit. As of September 30, 2021, the unpaid balance of line of credit was $20,260.

Note 6 – Subsequent Events

The Company has evaluated subsequent events from September 30, 2021 through the date these financial statements were issued on October 18, 2021.

Item 2. Management’s Discussion and Analysis of Financial Condition or Plan of Operation

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 consolidated 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 consolidated 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 Entertainment Ventures, Inc.

General Overview

General Environmental Management Inc., now General Entertainment Ventures, Inc. (the “Company”) was originally incorporated under the laws of the State of Nevada on March 14, 1990. The Company’s revenues and expenses, operations, assets and liabilities were discontinued from February 2010 until January 2021.

In January 2021, Board of Directors of the Company approved redomiciling the Company in Delaware. On March 31, 2021, the Company formed General Entertainment Ventures, Inc. (“GEVI”) in Delaware as a wholly owned subsidiary of the Company. The purpose of the formation of GEVI was to merge the Company into GEVI pursuant to Section 251(g) of the General Corporation Law of the State of Delaware. On April 10, 2021, after approval by the board of directors and shareholders of the Company, the Company was merged into GEVI pursuant to an Agreement and Plan of Merger dated as of the same date. GEVI is the accounting and legal acquiror of the Company.

On May 10, 2021, GEVI acquired all the issued and outstanding equity of Strategic Asset Holdings, LLC (“SAH”), a Wyoming limited liability company, for $50,000, pursuant to a promissory note dated as of the same date. SAH is a development stage company in the home essentials technology space, and owns a provisional patent for a safe and secure night light.

On June 3, 2021, after approval by the board of directors and shareholders of the Company, the Company was redomiciled to the State of Wyoming.

On October 11, 2021, after approval by the board of directors and shareholders of the Company, the Company changed its name to General Enterprise Ventures, Inc.

Results of Operations

For three months ended September 30, 2021, compared to three months ended September 30, 2020.

The following summary of our operations should be read in conjunction with our unaudited financial statements for the three months ended September 30, 2021 and 2020.

The Company has not generated revenues for the three months ended September 30, 2021 and 2020.

Our net loss for the three months ended September 30, 2021, was $9,055 compared to a net loss of $0 for three months ended September 30, 2020.

Our operating expenses for the three months ended September 30, 2021 were $8,110 compared to $0 for the three months ended September 30, 2020. For the three months ended September 30, 2021, operating expenses consisted of management compensation of $6,095 and general and administrative expenses of $2,015.

Our other expenses for the three months ended September 30, 2021 was $945 compared to $0 for the three months ended September 30, 2020. For the three months ended September 30, 2021, other expenses consist of interest expense of $945.

For nine months ended September 30, 2021, compared to nine months ended September 30, 2020.

The following summary of our operations should be read in conjunction with our unaudited financial statements for the nine months ended September 30, 2021 and 2020.

The Company has not generated revenues for the nine months ended September 30, 2021 and 2020.

Our net loss for the nine months ended September 30, 2021, was $72,782 compared to a net loss of $0 for nine months ended September 30, 2020.

Our operating expenses for the nine months ended September 30, 2021 were $71,313 compared to $0 for the nine months ended September 30, 2020. For the nine months ended September 30, 2021, operating expenses consists of management compensation of $12,500, general and administrative expenses of $5,837 and impairment loss of $52,976 in relation to impairment of goodwill on acquisition of Strategic Asset Holdings, LLC.

Our other expenses for the nine months ended September 30, 2021 was $1,469 compared to $0 for the nine months ended September 30, 2020. For the nine months ended September 30, 2021, other expenses consist of interest expense of $1,469.

Liquidity and Capital Resources

The following table provides selected financial data about our company as of September 30, 2021 and December 31, 2020.

Working Capital

As of September 30, 2021 and December 31, 2020, our total assets were $686 and $0, respectively.

As of September 30, 2021 and December 31, 2020, our total liabilities were $82,823 and $9,355, respectively.

As of September 30, 2021, the total liabilities consist of note payable - related party of $50,000, loan payable of $20,260, due to related party for salary to our current and former Chief Executive Officer of $11,094 and accrued interest of $1,469. As of December 31, 2020, the total liabilities consist of due to related party for salary to our former Chief Executive Officer of $9,355.

Cash Flows

Cash Flows from Operating Activities

We have not generated positive cash flows from operating activities for the nine months ended September 30, 2021, net cash flows used in operating activities was $18,889. Cash flows used in operating activities for the nine months ended September 30, 2020, was $0.

For the nine months ended September 30,2021, net cash flow used in operating activities was $18,889 consisting of a net loss of 72,782, reduced by impairment loss of $52,976, accrued interest of $1,469 and offset by an increase due to related party of $552.

Cash Flows from Investing Activities

For the nine months ended September 30, 2021, cash flows from investing activities were $14,075 from acquisition of Strategic Asset Holdings, LLC. We have not generated cash flows from investing activities for the nine months ended September 30, 2020.

Cash Flows from Financing Activities

For the nine months ended September 30, 2021 and 2020, net cash provided by financing activities was $5,500 from proceeds from loan and $0, respectively.

Off Balance Sheet Arrangements

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

Critical Accounting Policies and Estimates

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 GAAP. Preparing financial statements requires management to make estimates and assumptions that affect the reported amounts of assets, liabilities, revenue, 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.

Use of Estimates

The preparation of financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements. The estimates and judgments will also affect the reported amounts for certain revenues and expenses during the reporting period. Actual results could differ from these good faith estimates and judgments.

Item 3. Quantitative and Qualitative Disclosures About Market Risk

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

Item 4. Controls and Procedures

Evaluation of Disclosure Controls and Procedures

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

An evaluation was conducted under the supervision and with the participation of our management of the effectiveness of the design and operation of our disclosure controls and procedures as of September 30, 2021. 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 three months ended September 30, 2021, that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.

PART II - OTHER INFORMATION

Item 1. Legal Proceedings

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

Item 1A. Risk Factors

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

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

None.

Item 3. Defaults Upon Senior Securities

None.

Item 4. Mine Safety Disclosures

Not Applicable.

Item 5. Other Information

None.

Item 6. Exhibits

________

* Filed herewith.

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.