What changed in General Enterprise Ventures, Inc.'s 10-K — 2022 vs 2023

Item 1. Business. General Enterprise Ventures, Inc., (“GEVI,” “we,” “us,” or the “Company”) was originally incorporated in Nevada on March 14, 1990. Our offices are located at 1740H Del Range Blvd., Suite 166, Cheyenne, Wyoming 82009. Our telephone number is (800) 401-4535. Our website is www.generalenterpriseventures.com and www.mightyfirebreaker.com.

We do not incorporate the information on or accessible through our website into this Registration Statement, and you should not consider any information on, or that can be accessed through, our website a part of this Registration Statement.

We are an environmentally sustainable flame retardant and flame suppression company for the residential home industry throughout the United States and international markets. Management is experienced at business integration and branding potential. The Company is bringing to the marketplace unique, disruptive products with significant environmental impact potential. We operate one line of business.

The Company acquired Mighty Fire Breaker, LLC on April 13, 2022, and formed Mighty Fire Breaker UK Ltd. on November 14, 2022 (collectively, “MFB”). MFB owns 39 patents and patents pending for environmentally sustainable flame retardant and flame suppression industry. MFB’s products are currently being sold to fire departments in the State of California.

Our management is comprised of three individuals, Joshua Ralston, who acts as our President, Chief Executive officer, Chief Financial Officer and Chairman of the Board of Directors, John Costa who serves on the Board of Directors, and Jeffery Pomerantz, who serves on the Board of Directors. It should also be noted that Mr.

Ralston has sufficient voting power through his ownership of Series A Preferred Stock with super voting rights to control the vote on substantially all corporate matters. 3 Table of Contents Corporate History Ultronics Corporation (the “UC”) was incorporated under the laws of the State of Nevada on March 14, 1990.

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 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. 4 Table of Contents Change of Control On April 28, 2022, Jan Ralston transferred ownership of 10,000,000 Preferred A shares to CEO, Joshua Ralston, making Mr.

Current operations Principal products, services and markets The Company’s subsidiary MFB holds various intellectual property in the form of patents and trademarks in the fields of fire suppression, mapping and tracking of fire retardant dispersion and fire inhibition chemistry and technology.

The Company and MFB have obtained multiple certification and accreditations in this industry, such as being the only EPA Safer Choice approved, long-term fire retardant, UL GreenGaurd Gold, California Bioassay water approval, LENS, and in the process of USDA approval. The fire retardant market is forecast to be $13 billion dollars globally by 2025.

MFB markets home, industrial and commercial proactive fire defense systems directly and in conjunction with large insurance companies, sells EPA products through various retailers and directly to large users such as Fire Departments and other countries. 5 Table of Contents Distribution methods MFB ships directly from its Rohnert Park, California facility, can drop ship large volume orders through toll blenders and has product available at 12 regional retailers for smaller consumers.

Status of publicly announced product or service To date, all publicly announced orders have been shipped and delivered, including the San Diego Fire Department, Brazil, various retailers and system installers. Competitive business conditions and the Company’s competitive position in the industry The fire retardant market has been status quo for many years without significant innovation.

Typically, the market is regarded as having products that are not known for their environmental safety or sustainability, and are generally considered as not friendly toward humans, wildlife, fish, water, and plants. MFB’s CitroTech is the first all-green, food grade EPA approved fire retardant. MFB’s products are sold at substantial margins and can be competitive in many markets.

The need for safer and sustainable chemistry should drive demand for MFB’s products. Sources and availability of raw materials MFB’s products are food grade and readily available from multiple sources. Significant inventory is kept on hand at all times. Dependence on one or a few customers Use of fire retardant is spread widely over multiple markets.

There is little likelihood that as the popularity of a green chemistry spreads that there will be a business concentration, until USDA approval is obtained, at which point the U.S. government could be could a significant customer.

Patents, trademarks and licenses and their duration MFB currently holds 56 total patents and patents pending with 30 patents granted, including U.S. and international patents. The granted patents include MFB’s main chemistry and applications include technology patents. MFB has 21 trademarks and various copyrights, both in the United State and internationally.

Granted patent offer up to 20 years from the application filing date infringement protection with additional continuation patents frequently filed. Plans are to file additional patents stemming from our research and development endeavors. Need for government approval of principal products or services. Use of MFB’s product on government land typically requires USDA approval which MFB is in the midst of.

In many case entities such as Fire Departments can request a waiver. We have already sold to customers under the waiver process. MFB’s EPA approval helps with this process. Effect of existing or probably government regulations on the business MFB is ahead of the regulations that have been proposed by the U.S. government by already having EPA approval.

MFB tracks all proposed regulatory changes and makes commercially reasonable efforts to comply in advance. MFB maintains an advisory board of retired high level fire officials that watch such changes for the Company. MFB also retains experienced legal counsel in this regard.

Cost and effects of compliance with environmental laws All expenses for the USDA application and the EPA application and subsequent approval have been paid. MFB’s products are green and EPA approved, making the only significant maintenance cost the USDA QPL approval and EPA annual testing.

Item 1A. Risk Factors. Risks Relating to Our Business Our results could be materially and adversely affected by the impact of the COVID-19 pandemic.

A pandemic similar to COVID-19 could materially and adversely impact our business, including as a result of the loss of adequate labor, whether as a result of high absenteeism or challenges in recruiting and retention or otherwise, prolonged closures, or series of temporary closures, of one or more fulfillment centers as a result of a COVID-19 type of outbreak, a government order or otherwise, or supply chain or carrier interruptions or delays.

Further, a COVID-19 type pandemic could have a negative impact on economic conditions, which may adversely impact consumer demand for our products, which may have a material adverse effect on our business, financial condition, and operating results. To the extent any of these events occur, our business, financial condition, and operating results could be materially and adversely affected.

The extent to which a COVID-19 type pandemic impacts our business will depend on future developments not within our control, including the duration and severity of a COVID-19 type pandemic and surges, the timing of widespread availability of a vaccine in the United States, the length of time restrictions stay in effect and for economic and operating conditions to return to pre-pandemic levels, together with resulting consumer behaviors, and numerous other uncertainties, all of which remain uncertain.

The unavailability and incapacity of Mr. Ralston, Mr. Costa and Mr. Pomerantz, our executive officers and directors, due to a COVID-19 type pandemic would have a material adverse effect of our business. Because we have a limited operating history, it is difficult for potential investors to evaluate our business.

Our limited operating history makes it difficult for potential investors to evaluate our business or prospective operations. Since our formation in March of 1990, we have not generated enough revenues to exceed our expenses. We acquired Mighty Fire Breaker, LLC in April 2022 and entered the fire retardant and fire suppression industry.

As a result of us recently entering into these business lines, we are subject to all the risks inherent in the initial organization, financing, expenditures, complications, and delays inherent in new business lines. Investors should evaluate an investment in us in light of the uncertainties encountered by developing companies in a competitive environment.

Our business is dependent upon the implementation of our business plan. We may not be successful in implementing such a plan and cannot guarantee that, if implemented, we will ultimately be able to attain profitability. We do not currently have sufficient cash flow to maintain our business. We do not currently have enough cash flow to operate our business.

Therefore, we will be dependent upon additional capital in the form of either debt or equity to continue our operations and expand our products to new markets. At present, we do not have arrangements to raise all of the needed additional capital, and we will need to identify potential investors and negotiate appropriate arrangements with them.

We may not be able to arrange enough investment within the time the investment is required or that if it is arranged, that it will be on favorable terms. If we cannot get the needed capital, we may not be able to become profitable and may have to curtail or cease our operations.

Our management has limited experience operating a public company and is subject to the risks commonly encountered by early-stage companies. Although our management has experience in operating small companies, our current management has not managed expansion while being a public company. Many investors may treat us as an early-stage company.

Also, our management has not overseen a company with considerable growth. Because we have a limited operating history, our operating prospects should be considered in light of the risks and uncertainties frequently encountered by early-stage companies in rapidly evolving markets. 7 Table of Contents We depend heavily on key personnel.

We believe our success depends heavily on the continued active participation of our current executive officers. If we were to lose our executive officers’ services, the loss could have a material adverse effect on our business, financial condition, or operation results.

Also, to achieve our future growth plans, we will need to recruit, hire, train, and retain other highly qualified technical and managerial personnel. Competition for qualified employees is intense, and if we cannot attract, retain and motivate these additional employees, their absence could have a materially adverse effect on our business, financial condition, or results of operations.

Increased operating costs and obstacles to cost recovery due to the pricing and cancelation terms of our raw materials and support services contracts may constrain our ability to make a profit.

Our profitability can be adversely affected to the extent we are faced with cost increases for raw materials, wages, other labor-related expenses, especially when we cannot recover such increased costs through increases in the prices for our products and services. In some cases, we will have to absorb any cost increases, which may adversely impact our operating results.

Governmental regulations relating to environmental products may subject us to significant liability. The regulations relating to each of product segments are numerous and complex. A variety of rules and regulations at various governmental levels relating to the handling, preparation, and serving of environmental products.

We cannot assure you that we are in full compliance with all applicable laws and regulations at all times or that we will be able to comply with any future laws and regulations. Furthermore, legislation and regulatory attention to environmental safety is very high.

Additional or amended rules and regulations in this area may significantly increase the cost of compliance or expose us to liabilities. If we fail to comply with applicable laws and regulations, including those referred to above, we may be subject to investigations, criminal sanctions, or civil remedies, including fines, penalties, damages, reimbursement, injunctions, seizures, or debarments from government contracts.

The cost of compliance or the consequences of non-compliance, including debarments, could have a material adverse effect on our business and operations results.

Also, governmental units may make changes in the regulatory frameworks within which we operate that may require either the Company as a whole or individual businesses to incur substantial increases in costs to comply with such laws and regulations.

If we do not have sufficient product liability insurance, we may be subject to claims that are in excess of our net worth. Before we market any product, we will need to purchase significant product liability insurance.

However, in the event of major claims from the use of our products, it is possible that our product liability insurance will not be sufficient to cover claims against us.

We cannot assure you that we will not face liability arising out of the use of our products which is significantly in excess of the limits of our product liability insurance. In such event, if we do not have the funds or access to the funds necessary to satisfy such liability, we may be unable to continue in business.

If our relationship with key business suppliers and distributors were to be disrupted, we could experience disruptions to our operations and cost structure. If critical suppliers to our business were disrupted, it would affect our ability to source necessary raw materials needed to produce our products.

If our relationship with any of these key suppliers or distributors were disrupted, if it was not already arranged, we would have to source and engage alternative suppliers and distributors.

This disruption could affect our operations and cost structure. 8 Table of Contents Risks Related to Mighty Fire Breaker Changes in consumer preferences or discretionary consumer spending could harm our performance. The success of our business depends, in part, upon the continued popularity of our concepts, and shifts in these consumer preferences could negatively affect our future profitability.

Negative publicity over certain environmental products may adversely affect demand for our products and could result in a decrease in our revenues, which could materially harm our business. Additionally, our success depends, in part, on a builder preference for our products and to an extent on numerous factors affecting operational budgeting, including economic conditions and customer confidence.

A decline in operational budgeting or economic conditions could reduce guest traffic or impose practical limits on pricing, either of which could harm our business, financial condition, operating results, or cash flow. We may be required to disclose third-party products we sell due to federal regulations, which may affect customer confidence.

We may become subject to potential claims for product liability. Our business could expose us to claims for personal injury from contamination of our products. We believe that our products’ quality is carefully monitored through regular product testing, but we may be subject to liability as a result of customer or distributor misuse or storage.

The Company maintains product liability insurance against certain types of claims in amounts which it believes to be adequate. The Company also maintains an umbrella insurance policy that it considers to be sufficient to cover claims made above its product liability insurance limits.

Although no claims have been made against the Company or its distributors to date and the Company believes its current level of insurance to be adequate for its current business operations, it is possible that such claims will arise in the future, and the Company’s policies may not be sufficient to pay for such claims.

Increases in prices of commodities needed to manufacture our product could adversely affect profitability. The ingredients and materials needed to manufacture and package our products are subject to the commodities markets’ normal price fluctuations. Any increase in the price of those ingredients and materials that cannot be passed along to the consumer will adversely affect our profitability.

Any prolonged or permanent increase in the cost of the raw ingredients to manufacture our products may in the long term make it more difficult for us to earn a profit. Item 1B. Unresolved Staff Comments. None.

Item 2. Properties. Our Company owns no real property.

Item 3. Legal Proceedings. Currently, there are no legal proceedings pending or threatened against us.

We are not presently party to any pending or other threatened legal proceedings or claims that we believe will have a material adverse effect on our business, financial condition or operating results, although from time to time, we may become involved in legal proceedings in the ordinary course of business.

Any future dividends on our common stock will be subject to the discretion of our board of directors and will depend upon, among other things, our earnings (if any), operating results, financial condition and capital requirements, general business conditions and other pertinent facts.

Recent Sales of Unregistered Securities During the past two years, we effected the following transactions in reliance upon exemptions from registration under the Securities Act: Between September 27, 2023, and February 13, 2024, we issued 471,832 shares of Siers C Convertible Preferred Stock. The following table summarizes the offering, including the number of shares sold and the amount raised.

The proceeds were used for general working capital and operational purposes, including Legal Fees, Accounting and Audit Fees, testing and certification, and preparation to launch product offerings. 10 Table of Contents Purchaser Series C Preferred Shares Issued Amount Raised Peter Zilahy 25,000 $ 100,000.00 Alta Investments LLC 20,833 $ 49,999.20 Robert Dailey 41,666 $ 99,998.40 FEC Investments LLC 75,000 $ 300,000.00 East Shore Industries LLC 12,500 $ 50,000.00 Gerald Yanowitz 14,000 $ 33,600.00 Joel Yanowitz and Amy Metzenbaum Revocable Trust 40,000 $ 96,000.00 Super Eight Capital Holding Ltd. 7,000 $ 28,000.00 Loma LLC 12,500 $ 50,000.00 Hunts Road LLC 25,000 $ 100,000.00 Alta Investments LLC 37,500 $ 90,000.00 Super Eight Capital Holding Ltd. 8,333 $ 19,999.20 Michael Feigin 20,000 $ 0.00 Noonan 2006 Revocable Trust 100,000 $ 300,000.00 Jeffrey P.

Bash 12,500 $ 75,000.00 JBCG Enterprises LLC 20,000 $ 0.00 Each investor was given adequate access to sufficient information about us to make an informed investment decision. None of the securities were sold through an underwriter and accordingly, there were no underwriting discounts or commissions involved. No registration rights were granted to any of the purchasers.

Issuer Purchases of Equity Securities None. Use of proceeds None. Item 6. [Reserved]