Table of Contents



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, 2019                                                 



or



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



Commission File No. 33-55254-38



General Enterprise
Ventures, Inc.

(Exact name of Small Business Issuer as specified
in its charter)



|WYOMING                                                        |  | 87-2765150                             
|-------------------------------------------------------------- |  | ---------------------------------------
|(State or other jurisdiction of incorporation or organization) |  | (I.R.S. Employer Identification Number)



|1740h Del Range Blvd, Suite 166 Cheyenne, Wyoming 82009
|-------------------------------------------------------
|(Address of principal executive offices, Zip Code )    



|(800) 401-4535                                
|----------------------------------------------
|Issuer’s telephone number, including area code



Indicate by check mark whether the Issuer (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 Issuer 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 and posted on it corporate Web site, if any, every Interactive Data File required to be submitted and posted
pursuant to Rule 405 of Regulations S-T ($232.405 of this chapter) during the preceding 12 months (or for such shorter period that the
registrant was required to submit and post such files).

Yes
 ☐ No ☒



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





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



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



APPLICABLE ONLY TO CORPORATE ISSUERS



State the number of shares outstanding of
each of the issuer’s classes of common equity, as of the latest practical date. As of April 10, 2023 there were
93,945,388 shares of the issuer’s $0.001 par value common stock issued and outstanding.


























GENERAL ENTERPRISE VENTURES, INC.

QUARTERLY REPORT ON FORM 10-Q

FOR THE QUARTER ENDED MARCH 31, 2019



TABLE OF CONTENTS



|        |                                                                                      | Page
|------- | ------------------------------------------------------------------------------------ | ----
|Part 1  | Financial Information                                                                |     
|        |                                                                                      |     
|Item 1  | Financial Statements (Unaudited)                                                     | 3   
|Item 2  | Management’s Discussion and Analysis of Financial Condition and Results of Operation | 11  
|        |                                                                                      |     
|Item 3  | Quantitative and Qualitative Disclosures About Market Risk                           | 12  
|        |                                                                                      |     
|Item 4  | Controls and Procedures                                                              | 12  
|        |                                                                                      |     
|Part II | Other Information                                                                    |     
|        |                                                                                      |     
|Item 1  | Legal Proceedings                                                                    | 13  
|        |                                                                                      |     
|Item 1A | Risk Factors                                                                         | 13  
|        |                                                                                      |     
|Item 2  | Unregistered Sales of Equity Securities and Use of Proceeds                          | 13  
|        |                                                                                      |     
|Item 3  | Defaults Upon Senior Securities                                                      | 13  
|        |                                                                                      |     
|Item 4  | Submission of Matters to a Vote of Security Holders                                  | 13  
|        |                                                                                      |     
|Item 5  | Other Information                                                                    | 13  
|        |                                                                                      |     
|Item 6  | Exhibits and Reports on Form 8K                                                      | 14  
|        |                                                                                      |     
|        | Signatures                                                                           | 15  
|        | CEO Certification                                                                    |     
|        | CFO Certification                                                                    |     









2










PART 1 - FINANCIAL INFORMATION



Item 1. Financial Statements



GENERAL ENTERPRISE VENTURES, INC.

CONSOLIDATED BALANCE SHEETS

(Unaudited)





|                                                                                                                                                                                            |  | March 31, |             |   | December 31, |  
|------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------- |  | --------- | ----------- | - | ------------ | -
|                                                                                                                                                                                            |  | 2019      |             |   | 2018         |  
|                                                                                                                                                                                            |  |           |             |   |              |  
|Assets                                                                                                                                                                                      |  |           |             |   |              |  
|Cash and cash equivalents                                                                                                                                                                   |  | $         | –           |   |              | $
|Total assets                                                                                                                                                                                |  | $         | –           |   |              | $
|                                                                                                                                                                                            |  |           |             |   |              |  
|Liabilities and Stockholders' Deficit                                                                                                                                                       |  |           |             |   |              |  
|Current Liabilities                                                                                                                                                                         |  |           |             |   |              |  
|Accounts payable                                                                                                                                                                            |  |           | –           |   |              |  
|Total liabilities                                                                                                                                                                           |  |           | –           |   |              |  
|                                                                                                                                                                                            |  |           |             |   |              |  
|Stockholders' Deficit                                                                                                                                                                       |  |           |             |   |              |  
|Common stock, par value $0.001, 1,000,000,000 shares authorized, 22,945,388 and 22,945,388 shares issued and outstanding of shares as of March 31, 2019 and December 31, 2018, respectively |  |           | 22,958      |   |              |  
|Additional paid in capital                                                                                                                                                                  |  |           | 57,358,557  |   |              |  
|Accumulated deficit                                                                                                                                                                         |  |           | (57,381,515 | ) |              |  
|Total stockholders’ deficit                                                                                                                                                                 |  |           | –           |   |              |  
|Total liabilities and stockholders' deficit                                                                                                                                                 |  | $         | –           |   |              | $



















The accompanying notes are an integral part of these unaudited financial statements













3






GENERAL ENTERPRISE VENTURES,
INC.

CONSOLIDATED STATEMENTS OF OPERATIONS

(Unaudited)







|                                              |  | Three Months |            |  | Three Months |  
|--------------------------------------------- |  | ------------ | ---------- |  | ------------ | -
|                                              |  | Ended        |            |  | Ended        |  
|                                              |  | March 31,    |            |  | March 31,    |  
|                                              |  | 2019         |            |  | 2018         |  
|Operating expenses                            |  |              |            |  |              |  
|General and administrative expenses           |  |              | –          |  |              |  
|Total operating expenses                      |  |              | –          |  |              |  
|Income (loss) before provision for income tax |  |              | –          |  |              |  
|Provision for income taxes                    |  |              | –          |  |              |  
|Net income(loss)                              |  | $            | –          |  |              | $
|                                              |  |              |            |  |              |  
|Basic and diluted loss per share consolidated |  | $            | –          |  |              | $
|                                              |  |              |            |  |              |  
|Weighted average number of shares outstanding |  |              | 22,945,388 |  |              |  













The accompanying notes are
an integral part of these unaudited financial statements















4






GENERAL ENTERPRISE VENTURES, INC.

CONSOLIDATED STATEMENTS OF CHANGES IN STOCKHOLDERS DEFICIT

(Unaudited)





|                           |  |              |            |  |         |   |        | Additional  |  |   |               |  |  | Total   |            
|-------------------------- |  | ------------ | ---------- |  | ------- | - | ------ | ----------- |  | - | ------------- |  |  | ------- | -----------
|                           |  | Common Stock |            |  | Paid-in |   |        | Accumulated |  |   | Stockholders' | 
|                           |  | Shares       |            |  | Value   |   |        | Capital     |  |   | Deficit       |  |  | Deficit |            
|Balance, December 31, 2017 |  |              | 22,945,388 |  |         | $ | 22,958 |             |  | $ | 56,426,831    |  |  | $       | (57,381,515
|                           |  |              |            |  |         |   |        |             |  |   |               |  |  |         |            
|Net loss                   |  |              | –          |  |         |   | –      |             |  |   | –             |  |  |         | –          
|                           |  |              |            |  |         |   |        |             |  |   |               |  |  |         |            
|Balance, March 31, 2018    |  |              | 22,945,388 |  |         | $ | 22,958 |             |  | $ | 56,426,831    |  |  | $       | (57,381,515







|                           |  |              |            |  |         |   |        | Additional  |  |   |               |  |  | Total   |            
|-------------------------- |  | ------------ | ---------- |  | ------- | - | ------ | ----------- |  | - | ------------- |  |  | ------- | -----------
|                           |  | Common Stock |            |  | Paid-in |   |        | Accumulated |  |   | Stockholders' | 
|                           |  | Shares       |            |  | Value   |   |        | Capital     |  |   | Deficit       |  |  | Deficit |            
|Balance, December 31, 2018 |  |              | 22,945,388 |  |         | $ | 22,958 |             |  | $ | 56,426,831    |  |  | $       | (57,381,515
|                           |  |              |            |  |         |   |        |             |  |   |               |  |  |         |            
|Net loss                   |  |              | –          |  |         |   | –      |             |  |   | –             |  |  |         | –          
|                           |  |              |            |  |         |   |        |             |  |   |               |  |  |         |            
|Balance, March 31, 2019    |  |              | 22,945,388 |  |         | $ | 22,958 |             |  | $ | 56,426,831    |  |  | $       | (57,381,515











The accompanying notes are
an integral part of these unaudited financial statements













5








GENERAL ENTERPRISE VENTURES,
INC.

CONSOLIDATED STATEMENTS
OF CASH FLOWS

(Unaudited)







|                                                                                            |  | Three Months |   |  | Three Months |  
|------------------------------------------------------------------------------------------- |  | ------------ | - |  | ------------ | -
|                                                                                            |  | Ended        |   |  | Ended        |  
|                                                                                            |  | March 31,    |   |  | March 31,    |  
|                                                                                            |  | 2019         |   |  | 2018         |  
|Cash Flows From Operating Activities                                                        |  |              |   |  |              |  
|Net income (loss)                                                                           |  | $            | – |  |              | $
|Adjustments to reconcile net income to net cash provided by (used in) operating activities: |  |              |   |  |              |  
|Net cash provided by (used in) operating activities                                         |  |              | – |  |              |  
|                                                                                            |  |              |   |  |              |  
|Net (decrease) increase in cash and cash equivalents                                        |  |              | – |  |              |  
|Cash and cash equivalents, beginning of period                                              |  |              | – |  |              |  
|Cash and cash equivalents, end of period                                                    |  | $            | – |  |              | $

















The
accompanying notes are an integral part of these unaudited financial statements











6






GENERAL ENTERPRISE VENTURES, INC.

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
(UNAUDITED)



|1. | ORGANIZATION AND PRINCIPAL ACTIVITIES
|-- | -------------------------------------



General Enterprise Ventures, Inc. (the “Company”)
was incorporated as Ultronics Corporation (the “UC”) under the laws of the State of Nevada on March 14, 1990. UC
never had operations and was formed to investigate potential companies that would be interested in merging with it.



On December 21, 2004, UC formed a subsidiary,
Ultronics Acquisition Corporation (“UAC”) for the purpose of facilitating an agreement and plan of merger. UAC was incorporated
in the State of Nevada. On December 23, 2004, UC, UAC and General Environmental Management, Inc. (“GEM”) entered
into an Agreement and Plan of Merger whereby UAC would be merged into GEM (“Merger”) with GEM to be the surviving corporation.
On February 14, 2005, a Certificate of Merger was filed in Delaware; however, there is no evidence of a Certificate of Merger being filed
in Nevada. As such, GEM did not cease to exist in Nevada.



The acquisition was treated as a reverse merger
with GEM deemed to be the accounting acquiror, and UAC the legal acquiror. UAC’s name was changed to General Environmental Management,
Inc. (the “Company”) on March 16, 2005. On March 10, 2006, the Company entered into an Agreement with K2M Mobile Treatment
Services, Inc. of Long Beach, California (“K2M”), a privately held company, pursuant to which the Company acquired all of
the issued and outstanding common stock of K2M.



On August 31, 2008, The Company entered into an
agreement with Island Environmental Services, Inc. of Pomona, California (“Island”), a privately held company, pursuant to
which The Company acquired all of the issued and outstanding common stock of Island, a California-based provider of hazardous and non-hazardous
waste removal and remediation services to a variety of private and public sector establishments.



On November 6, 2009, the Company entered into
a Stock Purchase Agreement (“CLW Agreement”) with United States Environmental Response, LLC, a California limited liability
company pursuant to which the Company purchased all of the issued and outstanding capital stock of California Living Waters, Incorporated
(“CLW”), a privately held company.  CLW owns all of the issued and outstanding capital stock of Santa Clara Waste
Water Company (“SCWW”) a California corporation. CLW's only operating subsidiary is SCWW.



On November 25, 2009, the Company entered into
an Agreement with Luntz Acquisition (Delaware), LLC. (“Buyer”) pursuant to which the Company sold to Luntz all of the issued
and outstanding stock of the Company's primary operating subsidiaries for cash (the “Sale”). On February 26, 2010, after approval
of the transaction by the Company’s shareholders at a special meeting held on February 19, 2010, the Company completed the sale
of the entities created out of GEM DE. The net cash proceeds from the transaction were used by the Company to retire senior debt and other
obligations of the Company. The Company was not merged out of Nevada pursuant to this transaction.



Subsequent to the Luntz transaction, the Company’s
revenues and expenses, operations, assets and liabilities were discontinued from February
2010 until January 2021.



On March 19, 2019, Small Cap Compliance, LLC was
awarded custodianship of the Company by the Eighth Judicial District Court of Nevada. On May 19, 2019, the Company was revived in Nevada.
On May 30, 2019, the custodian filed an Amendment to the Designations of the Series A Convertible Preferred Shares of the Company, and
filed a Custodian’s Certification of Amendment certifying the same.











7






On January 15, 2021, the Company filed a Certificate
of Conversion from a Non-Delaware Corporation to a Delaware Corporation, and the associated Certificate of Incorporation, to become a
corporation in Delaware. Delaware recognized this domestication of the Company.



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 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 was renamed General Enterprise Ventures, Inc., in
the State of Wyoming.



The Company’s year-end
is December 31st.





BASIS OF PRESENTATION



The consolidated interim financial statements
included herein have been prepared by the Company, pursuant to the rules and regulations of the Securities and Exchange Commission, in
the opinion of management, include all adjustments which, except, as described elsewhere herein, are of a normal recurring nature, necessary
for a fair presentation of the financial position, results of operations, and cash flows for the period presented.



Because the Company was dormant from the period
from February 2010 through January 2021, the Company used the following methodology to prepare its financial statements. All assets on
the Company’s March 31, 2010 balance were deemed disposed of for no value and fully impaired for quarter beginning April 1, 2010.
All Company activities at that became discontinued operations with the exception of accrued interest recorded on outstanding debt. All
liabilities outstanding as of March 31, 2010 remained on the Company’s balance sheet accruing interest until the quarter ending
March 31, 2017 when they were written off due to the expiration of the Statue of Limitations. As of March 31, 2019 and December 31, 2018
the Company had no assets or liabilities.



GOING CONCERN



The accompanying consolidated financial statements
have been prepared assuming the Company will continue as a going concern. The Company utilized cash in operations of $-0- for the three
months ended March 31, 2019 and as of March 31, 2019 the Company had no cash on hand and a stockholders’ deficit of $57,381,515.
These matters raise substantial doubt about the Company’s ability to continue as a going concern.













8






|2. | SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
|-- | ------------------------------------------



(a)  Principles of Consolidation



The consolidated financial statements include
the accounts of General Enterprise Ventures Inc. and its wholly owned subsidiaries, General Environmental Management, Inc., a Delaware
corporation, Island Environmental Services, Inc., a California corporation,  General Environmental Management of Rancho Cordova,
LLC and California Living Waters Inc. Inter-company accounts and transactions have been eliminated.







(b)  Use of estimates



The preparation of financial statements in conformity
with accounting principles generally accepted in the United States of America requires the Company’s management to make certain
estimates and assumptions.  These estimates and assumptions affect the reported amounts of assets and liabilities and disclosure
of the contingent assets and liabilities at the date of the financial statements.  These estimates and assumptions will also
affect the reported amounts of certain revenues and expenses during the reporting period.  Actual results could differ materially
based on any changes in the estimates and assumptions that the Company uses in the preparation of its financial statements that are reviewed
no less than annually.  Actual results could differ materially from these estimates and assumptions due to changes in environmental-related
regulations or future operational plans, and the inherent imprecision associated with estimating such future matters.



(c) Revenue Recognition



The Company's business activities include providing wastewater treatment
for companies and haulers in Ventura County, California, and in adjacent counties. The Company recognizes revenue at the time its customers
unload untreated wastewater at the Company's facility. Concurrent with the recognition of revenue, the Company records the estimated costs
to treat and dispose of the wastewater on hand.



The Company recognizes revenue when persuasive evidence of an arrangement
exists, delivery has occurred or services have been rendered, the price is fixed or determinable, and collection is reasonably assured.



(d) Concentrations of Credit Risks



The Company’s financial instruments that are exposed to concentrations
of credit risk consist principally of cash and trade receivables.  The Company places its cash in what it believes to be credit-worthy
financial institutions.  However, cash balances have exceeded FDIC insured levels at various times.  The Company has
not experienced any losses in such accounts and believes it is not exposed to any significant risk in cash.



The Company’s trade receivables result primarily from removal
or transportation of waste, and the concentration of credit risk is limited to a broad customer base located throughout the Western United
States.



(e) Fair Value of Financial Instruments



Fair Value Measurements are adopted by the Company
based on the authoritative guidance provided by the Financial Accounting Standards Board , with the exception of the application of the
statement to non-recurring, non-financial assets and liabilities as permitted. The adoption based on the authoritative guidance provided
by the Financial Accounting Standards Board did not have a material impact on the Company's fair value measurements. Based on the authoritative
guidance provided by the Financial Accounting Standards Board defines fair value as the price that would be received to sell an asset
or paid to transfer a liability in the principal or most advantageous market for the asset or liability in an orderly transaction between
market participants at the measurement date. FASB authoritative guidance establishes a fair value hierarchy, which prioritizes the inputs
used in measuring fair value into three broad levels as follows:



Level 1- Quoted prices in active markets for identical
assets or liabilities.

Level 2- Inputs, other than the quoted prices
in active markets, that are observable either directly or indirectly.

Level 3- Unobservable inputs based on the Company's
assumptions.









9






FASB issued authoritative guidance that requires
the use of observable market data if such data is available without undue cost and effort.





(f) Stock Compensation Costs



The Company periodically issues stock options
and warrants to employees and non-employees in capital raising transactions, for services and for financing costs.  Stock-based
compensation is measured at the grant date, based on the fair value of the award, and is recognized as expense over the requisite service
period.  Options vest and expire according to terms established at the grant date.



(g) Earnings per share



Basic earnings per share is computed by dividing
income available to common shareholders by the weighted average number of common shares outstanding during the period. The diluted earnings
per share calculation give effect to all potentially dilutive common shares outstanding during the period using the treasury stock method
for warrants and options and the if-converted method for convertible debentures.



(h) Recent Accounting Pronouncements



In October 2009, the FASB issued
authoritative guidance on revenue recognition that will become effective for the Company beginning July 1, 2010, with earlier
adoption permitted. Under the new guidance on arrangements that include software elements, tangible products that have software
components that are essential to the functionality of the tangible product will no longer be within the scope of the software
revenue recognition guidance, and software-enabled products will now be subject to other relevant revenue recognition
guidance. We believe adoption of this new guidance will not have a material impact on our financial statements.



In January 2010, the FASB issued guidance on
improving disclosures about fair value measurements to add new disclosure requirements for significant transfers in and out of Level
1 and 2 measurements and to provide a gross presentation of the activities within the Level 3 roll-forward. The
guidance also clarifies existing fair value disclosures about the level of disaggregation and about inputs and valuation techniques
used to measure fair value. The disclosure requirements are effective for interim and annual reporting periods beginning
after December 15, 2009, except for the requirement to present the Level 3 roll-forward on a gross basis, which is effective
for fiscal years beginning after December 15, 2010. The adoption of this guidance was limited to the form and content of
disclosures, and will not have a material impact on the Company’s results of operations or financial condition.



Other recent accounting pronouncements issued
by the FASB (including its Emerging Issues Task Force), the AICPA, and the SEC did not or are not believed by management to have a material
impact on the Company's present or future consolidated financial statements.





|3. | COMMITMENTS AND CONTINGENCIES
|-- | -----------------------------



None



|4. | EQUITY
|-- | ------



As of March 31, 2019 the Company had 1,000,000,000
shares of common authorized and 22,945,388 shares of common stock issued and outstanding.















10










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



FORWARD LOOKING STATEMENTS



In addition to historical information, this Quarterly
Report contains forward-looking statements, which are generally identifiable by use of  the words “believes”, “expects”,
“intends”, “anticipates”, “plans to”, “estimates”, “ projects”, or similar
expressions.  These forward-looking statements are subject to certain risks and uncertainties that could cause actual results
to differ materially from those reflected in these forward-looking statements.  Factors that might cause such a difference include,
but are not limited to, those discussed in the section entitled “Management’s Discussion and Analysis of Financial Condition
and Results of Operations – Factors That May Affect Future Results”.  Readers are cautioned not to place undue reliance
on these forward-looking statements, which reflect management’s opinions only as of the date hereof.  We undertake no
obligation to revise or publicly release the results of any revision to these forward-looking statements.  Readers should carefully
review the risk factors described in other documents the company files from time to time with the Securities and Exchange Commission  (
the “SEC”),



Statements made in this Form 10-Q (the “Quarterly
Report”) that are not historical or current facts are “forward-looking statements” made pursuant to the safe harbor
provisions of Section 27A of the Securities Act of 1933, as amended (the “Act”), and Section 21E of the Securities Exchange
Act of 1934, as amended (the “Exchange Act”).  We intend that such forward-looking statements be subject to the
safe harbors for such statements.  We wish to caution readers not to place undue reliance on any such forward-looking statements,
which speak only as of the date made.  Any forward-looking statements represent management’s best judgment as to what
may occur in the future.  The forward-looking statements included herein are based on current expectations that involve numerous
risks and uncertainties.  Assumptions relating to the foregoing involve judgments with respect to, among other things, future economic,
competitive and market conditions and future business decisions, all of which are difficult or impossible to predict accurately and many
of which are beyond our control.  Although we believe that the assumptions underlying the forward-looking statements are reasonable,
any of the assumptions could be inaccurate and, therefore, there can be no assurance that the forward-looking statements included in this
Quarterly Report will prove to be accurate.  In light of the significant uncertainties inherent in the forward-looking statements
included herein, the inclusion of such information should not be regarded as a representation by us or any other person that our objectives
and plans will be achieved.  We disclaim any obligation subsequently to revise any forward-looking statements to reflect events
or circumstances after the date of such statement or to reflect the occurrence of anticipated or unanticipated events.



The words “we,” “us,”
“our,” and the “Company,” refer to General Enterprise Ventures, Inc.  The words or phrases “may,”
“will,” “expect,” “believe,” “anticipate,” “estimate,” “approximate,”
or “continue,” “would be,” “will allow,” “intends to,” “will likely result,”
“are expected to,” “will continue,” “is anticipated,” “estimate,” “project,”
or similar expressions, or the negative thereof, are intended to identify “forward-looking statements.”  Actual
results could differ materially from those projected in the forward looking statements as a result of a number of risks and uncertainties,
including but not limited to:  (a) our failure to implement our business plan within the time period we originally planned to
accomplish; and (b) other risks that are discussed in this Quarterly Report or included in our previous filings with the Securities and
Exchange Commission (“SEC”).



OVERVIEW



Because the Company was dormant from the period
from February 2010 through January 2021, the Company used the following methodology to prepare its financial statements. All assets on
the Company’s March 31, 2010 balance were deemed disposed of for no value and fully impaired for quarter beginning April 1, 2010.
All liabilities outstanding as of March 31, 2010 remained on the Company’s balance sheet accruing interest until the quarter ending
March 31, 2017 when they were written off due to the expiration of the Statue of Limitations. As a result no MD&A is being provided.









11






ITEM
3. Quantitative and Qualitative Disclosures About Market Risk



Not required



ITEM 4. Controls and Procedures



Evaluation of Disclosure Controls and Procedures



We carried out an evaluation, under the supervision
and with the participation of our management, including our principal executive officer and principal financial officer, of the effectiveness
of our disclosure controls and procedures (as defined  in  Rules  13a-15(e) and 15d-15(e) of the  Exchange  Act
(defined  below)). Based upon that evaluation, our principal executive officer and principal financial officer concluded that,
as of the end of the period covered in this report, our disclosure controls and procedures were effective to ensure that information required
to be disclosed in reports filed under the Securities Exchange Act of 1934, as amended (the "Exchange Act") is recorded, processed,
summarized and reported within the required time periods and is accumulated and communicated to our management, including our principal
executive officer and principal financial officer, as appropriate to allow timely decisions regarding required disclosure.



Our management, including our principal executive
officer and principal financial officer, does not expect that our disclosure controls and procedures or our internal controls will prevent
all error or fraud. A control system, no matter how well conceived and operated, can provide only reasonable, not absolute,
assurance that the objectives of the control system are met. Further, the design of a control system must reflect the fact that there
are resource constraints and the benefits of controls must be considered relative to their costs. Due to the inherent limitations
in all control systems, no evaluation of controls can provide absolute assurance that all control issues and instances of fraud, if any,
have been detected. Accordingly, management believes that the financial statements included in this report fairly present in all material
respects our financial condition, results of operations and cash flows for the periods presented.



Because the Company was dormant from February
2010 to January 2021 disclosure controls and procedures as of March 31, 2019 are deemed to be ineffective.



Changes in Internal Control Over Financial
Reporting



In addition, our management with the participation
of our Principal Executive Officer and Principal Financial Officer have determined that change in our internal control over financial
reporting (as that term is defined in Rules 13(a)-15(f) and 15(d)-15(f) of the Securities Exchange Act of 1934) occurred during or subsequent
to the quarter ended March 31, 2019 that internal control over financial reporting is deemed to be ineffective.















12






PART II - OTHER INFORMATION



Item 1. Legal
Proceeding



The Company is subject to legal proceedings and
claims that arise in the ordinary course of its business. Although occasional adverse decisions or settlements may occur, the Company
believes that the final disposition of such matters will not have material adverse effect on its financial position, results of operations
or liquidity.



Item 1A. Risk Factors



No material changes from risk factor as previously
disclose.



Item 2. Unregistered Sales of Securities and Use of Proceeds – S-1/A  Registration Statement



None



Item 3. Defaults upon Senior Securities



None



Item 4. Submission
of Matters to a Vote of Security Holders



Not applicable



Item 5. Other Information

None















13






Item
6. Exhibits and Reports



| | (a) | Exhibits
| | --- | --------







| | (b) | Reports on Form 8-K
| | --- | -------------------



|1. | Amendment to Revolving Credit and Term Loan Agreement, filed with the Commission on 6/4/09
|-- | ------------------------------------------------------------------------------------------



|2. | Material definitive agreement and Completion of acquisition or disposition of assets, filed with the commission on 8/21/09
|-- | --------------------------------------------------------------------------------------------------------------------------



|3. | 3. Material definitive agreement and Corporate governance and management, filed with the commission on 9/11/2009
|-- | ----------------------------------------------------------------------------------------------------------------



|4. | Material definitive agreement and Completion of acquisition or disposition of assets, filed with the commission on 8/21/09
|-- | --------------------------------------------------------------------------------------------------------------------------



|5. | 5. Material definitive agreement and Corporate governance and management, filed with the commission on 9/11/2009
|-- | ----------------------------------------------------------------------------------------------------------------



|6. | Material definitive agreement and Completion of acquisition or disposition of assets, filed with the commission on 11/18/09
|-- | ---------------------------------------------------------------------------------------------------------------------------



|7. | Material definitive agreement and Completion of acquisition or disposition of assets, filed with the commission on 12/03/09
|-- | ---------------------------------------------------------------------------------------------------------------------------



|8. | Material definitive agreement , filed with the commission on 12/23/2009
|-- | -----------------------------------------------------------------------



|9. | Material definitive agreement and Amended Completion of acquisition or disposition of assets, filed with the commission on 01/26/10
|-- | -----------------------------------------------------------------------------------------------------------------------------------



|10. | Material definitive agreement and Amended Completion of acquisition or disposition of assets, filed with the commission on 01/29/10
|--- | -----------------------------------------------------------------------------------------------------------------------------------



|11. | Material definitive agreement and other events, filed with the commission on 02/24/10
|--- | -------------------------------------------------------------------------------------



|12. | Material definitive agreement and Completion of acquisition or disposition of assets, filed with the commission on 03/02/10
|--- | ---------------------------------------------------------------------------------------------------------------------------













14






SIGNATURES



In accordance with the requirements
of the Exchange Act, the registrant has caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.



GENERAL ENTERPRISE VENTURES, INC



|Dated: | April
    10, 2023 |  | /s/ Joshua Ralston                                                     
|------ | ------------------ |  | -----------------------------------------------------------------------
|       |                    |  | Joshua Ralston CEO and CFO (Principal Executive and Accounting Officer)





































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