SEC Filing Summary: General Enterprise Ventures, Inc. (10-K)
Business Context and Reporting Period
This Form 10-K covers the fiscal year ended December 31, 2018, for General Enterprise Ventures, Inc. (formerly Ultronics Corporation and General Environmental Management, Inc.). The Company was in a dormant state during the reporting period, having discontinued all revenues, expenses, operations, assets, and liabilities from February 2010 through January 2021. The filing was signed on April 10, 2023, by Joshua Ralston, President and CEO.
Key Financial Metrics
The Company reported no financial activity for the year ended December 31, 2018, due to its dormant status.
- Revenue: $0
- Net Income/Loss: $0
- Total Assets: $0
- Total Liabilities: $0 (All liabilities were written off in Q1 2017 due to the expiration of the Statute of Limitations).
- Cash and Cash Equivalents: $0
- Stockholders' Deficit: $(57,381,515)
- Shares Outstanding: 22,945,388
Material Changes vs. Prior Period
There were no material changes in operations or financial position between 2017 and 2018 as the Company remained dormant. However, the prior year (2017) included a significant non-cash event:
- 2017 Net Income: $50,422,035, driven entirely by a "Gain on the extinguishment of debt" resulting from the write-off of liabilities due to the expiration of the Statute of Limitations.
- 2018 Activity: No income, expenses, or debt extinguishment events occurred.
Guidance, Risks, and Auditor Commentary
Auditor Opinion: The independent registered public accounting firm (BF Borgers CPA PC) issued a Disclaimer of Opinion. The auditors were unable to obtain sufficient appropriate audit evidence because the Company's records were insufficient, and much of the necessary audit evidence had been destroyed or lost prior to the auditors' engagement in February 2023.
Going Concern: The financial statements raise substantial doubt about the Company's ability to continue as a going concern due to significant accumulated deficits and lack of operations.
Internal Controls: Management concluded that disclosure controls and procedures were ineffective as of December 31, 2018, citing the Company's dormant status from 2010 to 2021.
Future Outlook: No guidance or forward-looking business plans were provided for the 2018 period. The Company noted it was revived in Nevada in May 2019 and underwent subsequent corporate restructuring (redomiciling to Delaware and Wyoming) in 2021, but these events occurred after the reporting period.
Investor Verification Checklist
- Audit Disclaimer: Verify the implications of the auditor's inability to express an opinion due to missing records.
- Shell Company Status: Confirm the Company's current operational status post-2021 restructuring, as it was a shell with no assets or liabilities in 2018.
- Capital Structure: Note the significant accumulated deficit of approximately $57.4 million against $0 in assets.
- Historical Debt: Understand that all liabilities were written off in 2017; verify if any contingent liabilities exist from pre-2010 operations.
- Management Changes: Review filings post-2021 to confirm current management and business strategy, as the 2018 filing reflects a dormant entity.