What changed in General Enterprise Ventures, Inc.'s 10-K — 2023 vs 2024
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Paragraph-level year-over-year comparison of General Enterprise Ventures, Inc.'s 2023 and 2024 10-K annual filings, covering the Business, Risk Factors, Legal Proceedings, Cybersecurity, MD&A and Market Risk sections. Every new, removed and edited paragraph is highlighted side-by-side so you can see exactly what management changed in the 2024 report.
+149 added−81 removedSource: 10-K (2025-03-31) vs 10-K (2024-04-15)
Top changes in General Enterprise Ventures, Inc.'s 2024 10-K
149 paragraphs added · 81 removed · 41 edited across 4 sections
- Item 7. Management's Discussion & Analysis+77 / −38 · 12 edited
- Item 1. Business+59 / −35 · 23 edited
- Item 5. Market for Registrant's Common Equity+9 / −6 · 5 edited
- Item 2. Properties+4 / −2 · 1 edited
Item 1. Business
Business — how the company describes what it does
23 edited+36 added−12 removed8 unchanged
Item 1. Business
Business — how the company describes what it does
23 edited+36 added−12 removed8 unchanged
2023 filing
2024 filing
Biggest changeCurrent 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.
Biggest changeEffective February 18, 2025, MFB Insurance Company, Inc., a Hawaii corporation formed on February 21, 2025, and wholly-owned subsidiary of GEVI Insurance Holdings Inc. received approval as a captive insurance company from the Insurance Division of the Department of Commerce and Consumer Affairs of the State of Hawaii. 6 Table of Contents Current operations Principal products, services and markets 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.
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.
Status of publicly announced product or service To date, all publicly announced orders have been shipped and delivered, including the San Diego Fire Department, 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.
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.
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 websites are www.generalenterpriseventures.com and www.mightyfirebreaker.com.
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.
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 Stock of the Company and filed a Custodian’s Certification of Amendment certifying the same.
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.
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. 5 Table of Contents On March 31, 2021, the Company formed General Entertainment Ventures, Inc.
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 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.
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.
(“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.
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.
Sources and availability of raw materials MFB’s raw materials are food grade and readily available from multiple sources. The Company maintains significant inventory at all times. Dependence on one or a few customers Use of fire retardant is spread widely over multiple markets.
Ralston the new Majority Shareholder Series C Preferred Stock On April 13, 2022, The Company designated 5,000,000 shares of Series C convertible Preferred Stock (“Series C Preferred Stock”), par value $0.0001. The Series C Preferred Stock is convertible into twenty (20) shares of Common Stock for each share of Series C Preferred Stock at the option of the stockholder.
Series C Preferred Stock On March 17, 2025, the Company designated 10,000,000 shares of Series C convertible Preferred Stock (“Series C Preferred Stock”), par value $0.0001. The Series C Preferred Stock is convertible into twenty (20) shares of Common Stock for each share of Series C Preferred Stock at the option of the stockholder.
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 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.
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.
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. 7 Table of Contents Patents, trademarks and licenses and their duration MFB currently holds 30 granted patents and 26 pending patents.
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.
The Company and MFB have obtained recognitions in this industry, such as being the only two time, EPA Safer Choice award recipient, UL GreenGaurd Gold, and we are in the process of USDA approval. The fire-retardant market is forecast to be $13.6 billion dollars globally by 2034.
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.
(“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.
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 do not incorporate the information on or accessible through our website into this Annual Report, 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.
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.
Effect of existing or probably government regulations on the business MFB tracks all proposed regulatory changes and makes commercially reasonable efforts to comply in advance. MFB consults with retired high-level fire officials who watch for regulatory changes for the benefit of the Company. MFB also retains experienced legal counsel.
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 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.
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.
Cost and effects of compliance with environmental laws All expenses for the USDA application and the EPA recognition have been paid. MFB’s products are green and EPA recognized, making the only significant maintenance cost the USDA and EPA auditing under its Safe Choice Agreement. Employees The Company does not have any employees.
Employees The Company currently employees, 8 people full-time and hosts several consultants, attorneys, and independent contractors that all perform tasks on behalf of the company. 6 Table of Contents
The Company has consultants, attorneys, and independent contractors that all perform tasks on behalf of the company.
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.
MFB markets home, industrial and commercial proactive fire defense systems directly and in conjunction with large insurance companies, sells products through retailers and wholesalers directly to large users such as fire departments.
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.
A study at the University of Southern California published in Environmental Science and Technology explained that the fire retardant industry is known for having products containing toxic metals that are not environmentally safe, and are considered not friendly toward humans, wildlife, fish, water, and plants. MFB’s CitroTech is an all-green fire retardant.
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.
The granted patents include MFB’s main chemistry and applications. MFB has 21 trademarks and various copyrights. 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 process of obtaining.
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.
MFB Ohio is now in the proof-of-concept phase and developing revenues in the various markets. 4 Table of Contents Our management is comprised of two individuals, Joshua Ralston, who is our President, Chief Executive officer, Chief Financial Officer and Chairman of the Board of Directors, and Stephen Conboy, who is the Chief Technology Officer.
Corporate changes On April 13, 2022, the Company acquired Mighty Fire Breaker, LLC, an Ohio Limited Liability company (“MFB”) and all associated IP, in exchange for 1,000,000 Preferred C Shares and a 10% royalty on the gross sales before taxes of products sold under the MFB family of products.
The transaction consideration to the equity holders of MFB California was 1,000,000 shares of the Series C Convertible Preferred Stock of the Company with a value at closing of $4,200,000, and a 10% royalty on gross sales before taxes of the MFB Ohio family of products. The Company and Mr.
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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.
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On January 3, 2022, the Company formed Mighty Fire Breaker, LLC, an Ohio limited liability company (“MFB Ohio”), to acquire all the intellectual property of Mighty Fire Breaker, LLC, a California limited liability company (“MFB California”), which was owned by Stephen Conboy, in connection with the flame retardant and flame suppression segments of the environmental industry, including patents and patents pending.
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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.
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The genesis of this transaction was that Mr. Conboy, while having the technical expertise in the flame retardant and flame suppression industry, lacked the financial ability and business acumen to take his vision to market. Mr. Conboy was introduced to the Company by Vincent Risalvato, during September 2021. During discussions with Mr.
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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.
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Conboy, the Company realized that its general business acumen and financial ability could help Mr. Conboy realize his vision, and so the Company and Mr. Conboy negotiated the terms and conditions of a purchase agreement. On April 13, 2022, the transaction between the Company, MFB Ohio and MFB California closed.
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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.
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Conboy entered into a Consulting Agreement on January 26, 2025 (the “Consulting Agreement”), with an effective date of March 1, 2025. Section 2(c) of the Consulting Agreement provides the Company the right but not the obligation, at any time upon written notice to Mr. Conboy, to purchase the royalty from Mr. Conboy for the amount of $7,500,000.
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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.
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The purchase agreement also states that Mr. Conboy is entitled to one seat on the Board of Directors. As of the date of this Annual Report, Mr.
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MFB has 56 patents centered around its CitroTech MFB 31 Technology for the prevention and spread of wildfires. Its core products can be used for lumber treatments for fire prevention. It has been widely tested and is currently in testing at 3 major us government agencies.
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Conboy has not exercised his right to appoint a member of the Board of Directors of the Company. 3 Table of Contents Our current products are MFB31- CitroTech ™ , which is utilized in wildfire defense, and MFB34-CitroTech ™ , which is used to treat lumber to inhibit fire and mold.
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When CitroTech Science is sprayed and applied it takes flammable fuels like dry native vegetation and wood and makes them noncombustible. During the third quarter of 2022 the company received EPA Safer Choice status and UL Green-Guard Gold approval on its CitroTech fire inhibitor. It continues to pursue additional accreditations such Missoula Testing approval for selling products to the government.
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We are developing a coating to treat lumber during manufacture prior to distribution. Our products are sustainable, because they are made of food-grade ingredients derived from corn, fruits and other renewable sources. Our current customer base is comprised of homeowners and fire departments in 11 western states.
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Currently the Company’s subsidiary Mighty Fire Breaker LLC Ohio is involved in installing large home and facility Proactive Wildfire Prevention Systems. Effective April 1, 2022, the Company implemented a plan to divest its Crypto Mining operations and focus resources on the operations of Mighty Fire Breaker LLC (“MFB”).
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Our product is used in the residential home industry, including individual homeowners, developers and other third parties. Homeowners and commercial customers use our products to proactively spay wood framing during construction to treat the property prior to the occurrence of fires. We install systems to deploy our product remotely to provide a buffer zone around properties to prevent combustion.
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We expanded our services by building upon its foundation of emerging technology development, by creating a Crypto-Currency mining operation (farm). Previously, the Company had 20 Bitmain Antminer SJ19 PRO 104t/h and 99 Mini-Doge 185 m/h miners deployed, which are mining, Bitcoin, Doge, and Litecoin through the F2Pool and utilized its 8,000 Sq Ft Commercial space to house these ASIC Miners.
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Fire Departments use our product to proactively spray around controlled burns and areas that traditionally have active wildfire risk to prevent expansion of the burn area. Stephen Conboy, who founded MFB California, has been in the lumber business for over 30 years.
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Effective November 20, 2022, the Company. formed a UK branch of MFB, named Mighty Fire Breaker UK Limited. The new subsidiary, headquartered in the United Kingdom, will be used to direct the sales of the Mighty Fire Breaker line of products and technologies in Europe, the Middle East and Africa.
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Approximately 10 years ago, he realized that residential and commercial fires, as well as wildfires, would not cease for the foreseeable future. Mr. Conboy understood that, even if lumber was treated, it was toxic by nature and this toxicity is harmful to humans and the environment.
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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.
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He realized that there was a market, and most importantly a need, for a product that was capable of fire suppression and being a fire retardant while also being the safest for the environment and for human beings. Mr. Conboy set out to develop a formula for a product that would meet these requirements.
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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.
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During the course of research and development, Mr. Conboy formed MFB California and contributed numerous patents toward development of a green product line that was envisioned many years ago. That product is CitroTech. Since MFB Ohio acquired the MFB California portfolio of intellectual property, Company management has continued to develop many formulations to achieve the vision.
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Prior to the acquiring the portfolio of intellectual property, neither Mr. Ralston nor MFB Ohio had a prior relationship with Mr. Conboy. Subsequent to the acquisition of the portfolio of intellectual property, Mr. Conboy has remained involved with the Company as a technical consultant, and sales and marketing. Mr. Conboy is not an employee nor member of Company management. Mr.
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Conboy’s services as a technical consultant include supervision of product blending at the Company’s facilities according to the formulas developed by Mr. Conboy, and development of new products and formulas as Chief Technology Officer, which position has been formalized pursuant to his Consulting Agreement with the Company. In addition, under sales and marketing, Mr.
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Conboy utilizes his network in the fire retardant and flame suppression industry to make introductions to prospective customers and strategic relationships for the Company. For these consulting services, beginning March 1, 2025, Mr. Conboy will receive a month fee of $35,000. In addition, the Company has been recognized for its achievement.
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These recognitions and achievements, including twice receiving the EPA Safer Choice award and being the first and only EPA recognized fire retardant (safe for the environment), awarded UL GreenGuard Gold status (demonstrates minimal impact on the indoor environment in the long period), and adoption by fire departments throughout the State of California.
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In this case, being EPA recognized is being an EPA Safer Choice recipient, which includes a Partnership Agreement between the EPA and MFB Ohio dated August 26, 2022 (the “EPA Partnership Agreement”). Under the EPA Partnership Agreement, MFB Ohio agreed to participate in Safer Choice's surveillance and auditing program.
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The program consists primarily of annual desk audits and triennial on-site audits pursuant to the Safer Choice Standards. The terms and provisions of the EPA Partnership Agreement sunset three years from the date of the agreement, unless the parties renegotiate and renew a partnership agreement prior to the expiration date.
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After the Company’s acquisition of MFB California’s technology, the patent portfolio and technology will be expanded into areas that benefit from an environmentally safe product disrupting a market previously thought of as toxic and carcinogenic. MFB Ohio has developed and is in the initial phases of marketing wood coatings using its safe, environmentally friendly technology.
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MFB is also currently deploying Proactive Wildfire Defense Systems on residential and commercial properties. MFB installs self-contained sprinkler systems utilizing its patented MFB 31 CitroTech ™ product that are proactively deployed in advance of wildfires thereby reducing the risk to the structures protected by the systems. Wildfire insurance is a significant problem in eleven western states.
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The Company is working with insurance companies to reduce the risk and allow properties to be insured in the Wilderness Urban Interface, a zone of transition between wilderness and developed land where built environment meets natural environment at greater risk of catastrophic wildfires. There is a wildfire base insurance shortage in 11 western states.
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In those states, policies are not being written on new construction or renewal of existing policies (resulting in cancelation of current polices). MFB is working with a large insurance broker to offer insurance to our customers when installing a MFB, proactive wildfire defense system. The insurance policies are being underwritten by large name insurance companies.
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Corporate History Ultronics Corporation (the “UC”) was incorporated 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.
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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.
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Change of Control On March 17, 2025, Josh Ralston transferred ownership of 10,000,000 shares of the Series A Convertible Preferred Stock of the Company to TC Special Investments, LLC, which entity is beneficially owned and controlled by Theodore Ralston, making Mr. Ralston the Majority Voting Shareholder.
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Corporate changes On January 3, 2022, the Company formed Mighty Fire Breaker, LLC, an Ohio limited liability company (“MFB Ohio”), to acquire all the intellectual property of Mighty Fire Breaker, LLC, a California limited liability company (“MFB California”), which was owned by Stephen Conboy, in connection with the flame retardant and flame suppression segments of the environmental industry, including patents and patents pending.
Added
The genesis of this transaction was that Mr. Conboy, while having the technical expertise in the flame retardant and flame suppression industry, lacked the financial ability and business acumen to take his vision to market. Mr. Conboy was introduced to the Company by Vincent Risalvato, during September 2021. During discussions with Mr.
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Conboy, the Company realized that its general business acumen and financial ability could help Mr. Conboy realize his vision, and so the Company and Mr. Conboy negotiated the terms and conditions of a purchase agreement. On April 13, 2022, the transaction between the Company, MFB Ohio and MFB California closed.
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The transaction consideration to the equity holders of MFB California was 1,000,000 shares of the Series C Convertible Preferred Stock of the Company with a value at closing of $4,200,000, and a 10% royalty on gross sales before taxes of the MFB Ohio family of products. The Company and Mr.
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Conboy entered into a Consulting Agreement on January 26, 2025 (the “Consulting Agreement”), with an effective date of March 1, 2025. Section 2(c) of the Consulting Agreement provides the Company the right but not the obligation, at any time upon written notice to Mr. Conboy, to purchase the royalty from Mr. Conboy for the amount of $7,500,000.
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The purchase agreement also states that Mr. Conboy is entitled to one seat on the Board of Directors. As of the date of this Annual Report, Mr. Conboy has not exercised his right to appoint a member of the Board of Directors of the Company. On November 20, 2022, the Company. formed Mighty Fire Breaker UK Limited.
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On April 30, 2024, MFB UK was dissolved under the Companies House in the United Kingdom. The board of directors of the Company determined that it was in the best interest of the Company to focus its business development on its existing markets. Accordingly, the Company has no current plan to revive the existence of MFB UK.
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On June 25, 2024, the Company formed and organized a wholly owned subsidiary, GEVI Insurance Holdings Inc., an Ohio corporation, while the Company contemplates the opportunity to enter the wildfire insurance markets relating to the Company’s flame retardant and flame suppression products.
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Distribution methods MFB ships directly from its Rohnert Park, California facility, and has product available to fulfil orders.The Company’s product is blended in Rohnert Park, California according to the formulas developed by Mr. Conboy, under his supervision, whereafter the product is either shipped directly to customers of delivered to the regional retailers for direct sale to smaller consumers.
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MFB’s product, we believe, will be sold at amounts that can be competitive in many markets, including western states where wildfires occur, and areas of the United States where there is new home construction relating to population growth, such as Florida and Texas. Our industry is evolving rapidly and is becoming increasingly competitive.
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Competitors, such as Perimeter Solutions, SA have longer operating histories, larger customer bases, greater brand recognition and significantly greater financial, marketing and other resources than we do. Competitors, such as Perimeter Solutions, SA have adopted, and may continue to adopt, aggressive pricing policies and devote substantially more resources to marketing, website and systems development than we do.
Item 2. Properties
Properties — owned and leased real estate
1 edited+3 added−1 removed0 unchanged
Item 2. Properties
Properties — owned and leased real estate
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2023 filing
2024 filing
Biggest changeOur principal office is located at 2170 Allentown Rd, Lima, OH 45808 which is commercial space under on one year lease agreement at $500 per month In addition, the Company leases commercial space for retail and warehousing at 5050 Commerce Blvd., Rohnert Park, CA 90928, which is under a two year lease agreement at $5,200 per month.
Biggest changeThe Company leases commercial space for retail and warehousing at 5050 Commerce Blvd., Rohnert Park, CA 90928, which is under a two year lease agreement at $5,200 per month and expires July 31, 2025.
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Item 2. Properties. Our Company owns no real property.
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Item 2. Properties. Our Company owns no real property. Our principal office is located at 2170 Allentown Rd, Lima, OH 45808 which is commercial space under on one year lease agreement at $500 per month.
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The Company leases commercial space for office, retail and warehousing at 3230 Production Avenue, Suite B, Oceanside, CA 92058, which is under a one year lease agreement at $6,225 per month and expires March 31, 2025.
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Commencing April 1, 2025, the Company leases commercial space for office, retail and warehousing at 3230 Production Avenue, Suite C & D, Oceanside, CA 92058, which is under a five year lease at $15,810 per month.
Item 5. Market for Registrant's Common Equity
Market for Common Equity — stock, dividends, buybacks
5 edited+4 added−1 removed3 unchanged
Item 5. Market for Registrant's Common Equity
Market for Common Equity — stock, dividends, buybacks
5 edited+4 added−1 removed3 unchanged
2023 filing
2024 filing
Biggest changeThe 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.
Biggest changePurchaser Series C Preferred Shares Issued Amount Raised Peter Zilahy 25,000 $ 100,000 Alta Investments LLC 20,833 $ 49,999 Robert Dailey 41,666 $ 99,998 FEC Investments LLC 75,000 $ 300,000 East Shore Industries LLC 12,500 $ 50,000 Gerald Yanowitz 14,000 $ 33,600 Joel Yanowitz and Amy Metzenbaum Revocable Trust 40,000 $ 96,000 Super Eight Capital Holding Ltd. 7,000 $ 28,000 Loma LLC 12,500 $ 50,000 Hunts Road LLC 25,000 $ 100,000 Alta Investments LLC 37,500 $ 90,000 Super Eight Capital Holding Ltd. 8,333 $ 19,999 Michael Feigin 20,000 $ - Noonan 2006 Revocable Trust 100,000 $ 300,000 Jeffrey P.
Item 5. Market for Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities. Market Information Our Common Stock is quoted on the OTC Pink under the symbol “GEVI.” Our stock is thinly traded on the OTC Markets and there can be no assurance that a liquid market for our common stock will ever develop.
Item 5. Market for Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities Market Information Our Common Stock is quoted on the OTC Pink under the symbol “GEVI.” Our stock is thinly traded on the OTC Markets and there can be no assurance that a liquid market for our common stock will ever develop.
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.
Recent Sales of Unregistered Securities During the past two years, we completed the following transactions in reliance upon exemptions from registration under the Securities Act: Between September 27, 2023, and March 21, 2025, we issued 1,001,969 shares of Series C Convertible Preferred Stock. The following table summarizes the offering, including the number of shares sold and the amount raised.
Fiscal Year 2023 High Bid Low Bid First Quarter $ 0.50 $ 0.15 Second Quarter $ 0.50 $ 0.17 Third Quarter $ 1.11 $ 0.40 Fourth Quarter $ 0.98 $ 0.42 Fiscal Year 2022 High Bid Low Bid First Quarter $ 0.180 $ 0.049 Second Quarter $ 0.235 $ 0.175 Third Quarter $ 0.210 $ 0.125 Fourth Quarter $ 0.580 $ 0.208 Security Holders As of April 2,2024, we estimate there were approximately 721 holders of record and 36,302,150 shares of our Common Stock were issued and outstanding.
Fiscal Year 2024 High Bid Low Bid First Quarter $ 0.900 $ 0.750 Second Quarter $ 0.740 $ 0.640 Third Quarter $ 0.850 $ 0.580 Fourth Quarter $ 0.900 $ 0.640 Fiscal Year 2023 High Bid Low Bid First Quarter $ 0.50 $ 0.15 Second Quarter $ 0.50 $ 0.17 Third Quarter $ 1.11 $ 0.40 Fourth Quarter $ 0.98 $ 0.42 Security Holders As of March 21, 2025, we estimate there were approximately 750 holders of record and 52,378,201 shares of our Common Stock were issued and outstanding.
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.
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
Removed
Issuer Purchases of Equity Securities None. Use of proceeds None. Item 6. [Reserved]
Added
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.
Added
Bash 12,500 $ 75,000 JBCG Enterprises LLC 20,000 $ - Alta Investments LLC 54,166 $ 130,000 RJ Dailey 20,833 $ 50,000 FinTekk AP LLC 83,333 $ 500,000 Robert Dailey 108,750 $ 335,000 FEC SDR, LLC 75,000 $ 300,000 Kenneth C.
Added
Noonan Family Trust 22,222 $ 100,000 NUVIEW IRA LLC 16,667 $ 100,000 ARMAND + L P Della Monica TTEE 25,000 $ 100,000 Steve Boyd 50,000 $ 300,000 Robert Anderson - Equity Trust 8,333 $ 50,000 Kim Anderson - Equity Trust 8,333 $ 50,000 Michael L.
Added
Meyer 16,667 $ 100,000 The Tim and Tiffany Hodges Revocable Trust 5,000 $ 30,000 Alan E. Cunningham 2,500 $ 15,000 General Pacific 33,333 $ 200,000 9 Table of Contents Each investor was given adequate access to sufficient information about us to make an informed investment decision.
Item 7. Management's Discussion & Analysis
Management's Discussion & Analysis (MD&A) — revenue / margin commentary
12 edited+65 added−26 removed2 unchanged
Item 7. Management's Discussion & Analysis
Management's Discussion & Analysis (MD&A) — revenue / margin commentary
12 edited+65 added−26 removed2 unchanged
2023 filing
2024 filing
Biggest changeFor the year ended December 31, 2023, net cash flows used in operating activities was $1,211,764, consisting of a net loss of $9,855,019, reduced by stock-based compensation of $8,966,850, non-cash lease expenses of $71,349, depreciation of $1,263 and increased by changes in operating assets and liabilities of $396,207.
Biggest changeFor the year ended December 31, 2024, net cash flows used in operating activities consisted of a net loss of $6.9 million, reduced by stock-based compensation of $3.1 million, non-cash lease expenses of $80,000, bad debt expense of $23,000, amortization and depreciation of $265,000, amortization of debt discount of $196,000, loss on settlement of debt of $909,000, and changes in derivative liability of $410,000, which were increased by net changes in operating assets and liabilities of $3,000. 13 Table of Contents For the year ended December 31, 2023, net cash flows used in operating activities was $1.2 million, consisting of a net loss of $10 million, reduced by stock-based compensation of $9 million, non-cash lease expenses of $71,000, and amortization and depreciation of $249,000, which were increased by net changes in operating assets and liabilities of $396,000.
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.
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.
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. 14 Table of Contents Critical Accounting Policies The discussion and analysis of our financial condition and results of operations are based upon our financial statements, which have been prepared in accordance with the accounting principles generally accepted in the United States of America.
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.
Incremental borrowing rate for Right of Use Assets As the Company’s operating leases typically do not provide an implicit rate, the Company estimates its incremental borrowing rate. The assessment of the Company’s incremental borrowing rate involves judgment regarding the cost of borrowing funds on a collateralized basis over a similar term and in a similar economic environment.
The assessment of the Company’s incremental borrowing rate involves judgment regarding the cost of borrowing funds on a collateralized basis over a similar term and in a similar economic environment.
Cash Flows from Financing Activities For the year ended December 31, 2023, net cash provided by financing activities was $1,710,100, consisting of $307,500 received from a related party, $907,600 from issuance Convertible Series C Preferred Stock, $500,000 from stock subscriptions, $120,000 from promissory note and repayments of $125,000 to related party.
For the year ended December 31, 2023, cash provided by financing activities consisted of $308,000 received from a related party for funding operating costs without interest and due on demand, $908,000 from issuance of Series C Convertible Preferred Stock, $500,000 from stock subscriptions, $120,000 from promissory notes and repayments of $125,000 to a related party.
Going Concern The accompanying consolidated financial statements have been prepared (i) in accordance with accounting principles generally accepted in the United States, and (ii) assuming that the Company will continue as a going concern, which contemplates the realization of assets and the satisfaction of liabilities in the normal course of business. The Company has not generated significant income to date.
The following table outlines maturities of our lease liabilities as of December 31, 2024: Year ended December 31, 2025 $ 50,862 Thereafter - 50,862 Less: Imputed interest (815 ) Operating lease liabilities $ 50,047 14 Table of Contents 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.
It has sold products to various fire departments and continues to demonstrate market its products. Results of Operations The following summary of our results of operations should be read in conjunction with our consolidated financial statements for the years ended December 31, 2023, and 2022, which are included herein.
Therefore, period over period comparisons of our results of operations are not indicative of future results. The following summary of our results of operations should be read in conjunction with our audited financial statements for the years ended December 31, 2024 and 2023, which are included herein.
Cash Flows from Investing Activities For the years ended December 31, 2023, and 2022, the cash flows used in investing activities were $4,015 and $5,350, which was related to the purchase of equipment and reduced by $0 and $1 share capital of Mighty Fire Breaker UK Limited (MFB). respectively.
Investing Activities The Company did not use any funds for investing activities during the year ended December 31, 2024. For the year ended December 31, 2023, the cash flows used in investing activities were $4,015, which was related to the purchase of equipment.
Other expenses For the years ended December 31, 2023, and 2022, the other expenses consisted of interest expense of $4,328 and $255 related to convertible notes and loan payable to lenders.
Other Expenses For the year ended December 31, 2024 and 2023, the other expenses consisted of $258,000 and $4,000 interest related to convertible notes payable issued in 2024, respectively, change in fair value of derivative liability related to convertible notes payable issued in 2024 of $410,000 and $0, respectively, and loss on settlement of notes payable and convertible note issued in 2022 of $909,000 and $0, respectively.
The Company valued the 1,200,000 shares of Convertible Preferred Stock, as if converted to 24,000,000 shares of common stock, using the quoted stock price of the Company’s common stock at approval date (November 1, 2022), resulting in a value of $8,640,000. 12 Table of Contents On November 1, 2022, the Company’s Board of Directors approved the issuance of 250,000 shares of common stock to each of the two independent directors for their board services in support of the Company.
During 2023, the Company issued 1,200,000 shares of Series C Preferred Stock for professional fees to a related party consultant (TC Special Investments, LLC (“TCSI”)), which is valued as if they are fully converted to 24 million shares of common stock upon issuance, using the quoted stock price of the Company’s common stock at approval date (November 1, 2022), resulted in an accounting valuation of $8,640,000.
Preparing financial statements requires management to make estimates and assumptions that affect the reported amounts of assets, liabilities, and expenses. These estimates and assumptions are affected by management’s application of accounting policies.
GAAP”), which require management to make estimates, judgments and assumptions that affect the amounts reported in our consolidated financial statements and accompanying notes.
As of December 31, 2023, and 2022, the current liabilities consisted of accounts payable and accrued liabilities of $54,572 and $87.398, due to related parties of $1,309,077 and $899,153, promissory note of $120,000 and $0, convertible note of $54,000 and $35,000, and current portion of operating lease liability of $80,136 and $39,367, respectively. 13 Table of Contents Cash Flows Years Ended December 31, 2023 2022 Cash used in operating activities $ (1,211,764 ) $ (708,450 ) Cash used in investing activities $ (4,015 ) $ (5,349 ) Cash provided by financing activities $ 1,710,100 $ 763,764 Net Change in Cash $ 494,321 $ 49,965 Cash Flows from Operating Activities We have not generated positive cash flows from operating activities.
Cash Flows For the year ended December 31, 2024 and 2023 Years Ended December 31, 2024 2023 Change Cash used in operating activities $ (1,937,651 ) $ (1,211,764 ) $ (725,887 ) Cash used in investing activities $ - $ (4,015 ) $ 4,015 Cash provided by financing activities $ 2,163,029 $ 1,710,100 $ 452,929 Net Change in cash $ 225,378 $ 494,321 $ (268,943 ) Operating Activities We have not generated positive cash flows from operating activities.
Removed
Item 7. Management’s Discussion and Analysis of Financial Condition and Results of Operations. The following Management’s Discussion and Analysis should be read in conjunction with our financial statements and the related notes thereto included elsewhere in this Annual Report.
Added
Item 7. Management’s Discussion and Analysis of Financial Condition and Results of Operations Overview 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, and our email address is welcome@generalenterpriseventures.com. Our website is www.generalenterpriseventures.com and www.mightyfirebreaker.com.
Removed
The Management’s Discussion and Analysis contains forward-looking statements that involve risks and uncertainties, such as statements of our plans, objectives, expectations, and intentions. Any statements that are not statements of historical fact are forward-looking statements.
Added
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 fire retardant and fire suppression company throughout the United States.
Removed
When used, the words “believe,” “plan,” “intend,” “anticipate,” “target,” “estimate,” “expect,” and the like, and/or future-tense or conditional constructions (“will,” “may,” “could,” “should,” etc.), or similar expressions, identify certain of these forward-looking statements.
Added
Management is highly experienced at business integration and re-branding potential. Our brand will be unique as we focus on markets in need of development. We operate one line of business, which is sales and services relating to the CitroTech flame retardant and flame suppression product. Since MFB Ohio acquired the MFP portfolio of intellectual property on April 13, 2022 (“MFB”).
Removed
These forward-looking statements are subject to risks and uncertainties that could cause actual results or events to differ materially from those expressed or implied by the forward-looking statements in this Annual Report.
Added
MFB owns 33 patents and has 49 patents pending in and for the flame retardant and flame suppression industry. Our fire retardant and fire suppression product helps slow, stop and prevent wildfires. This product is typically applied ahead of an active wildfire to stop or slow its spread.
Removed
Our actual results and the timing of events could differ materially from those anticipated in these forward-looking statements as a result of several factors including, but not limited to, those noted under “Risk Factors” in this Annual Report.
Added
Our product is differentiated by a high level of retardant and suppression effectiveness. While fire retardant and is primarily used to stop or slow the spread of wildfires, our product is also utilized in a fire preventative capacity.
Removed
We do not undertake any obligation to update forward-looking statements to reflect events or circumstances occurring after the date of this Annual Report, except as required by U.S. federal securities laws. 11 Table of Contents Overview The Company’s U.S. subsidiary, Mighty Fire Breaker LLC (“MFB”) is currently engaged in developing solutions to support the resolution of the insurance crisis in the western United States by use of it’s EPA approved CitroTech products.
Added
Since the wildfires in Los Angeles, California during January 2025, western U.S. states are becoming diligent in wildfire prevention efforts and increasing investments to prevent wildfire risk. Our management is comprised of two individuals, Joshua Ralston, who is our President, Chief Executive officer, Chief Financial Officer and Chairman of the Board of Directors, and Stepheon Conboy, our Chief Technology Officer.
Removed
MFB has developed and patented addition intellectual property in this regard, such as a system for commercial properties and homes that puts fire inhibiting buffer zone around a property blocking blown in embers from igniting. The technology continues to work dry which unlike other products allows for early deployment and evacuation of people.
Added
Known Trends and Uncertainties Growth in Fire Safety We believe that fire safety benefits from several growth drivers, including increasing fire severity, as measured by higher acres burned, longer fire seasons and a growing urban component, resulting in a need for higher quantity of fire retardant and fire suppression use per acre, thereby increasing production.
Removed
It also has developed a job site trailer allowing for the fire protection of the property during the construction phase and the fire hardening of the inner construction and installation of our patented system during that phase. Hopefully allow the owner to get insurance to start the project. The company also is continuing its USDA approval process.
Added
We believe these trends are prevalent in North America, as well as globally and we expect these trends to continue and drive growth in demand for fire retardant and fire suppression products. We are working to grow our fire prevention and protection business, which is primarily focused on expanding use of ground-applications for long-term fire retardant.
Removed
Our results of operations for the years ended December 31, 2023, and 2022 are summarized below: Years Ended December 31, 2023 2022 Change Revenue $ 520,645 $ 62,732 $ 457,913 Operating expenses 10,237,828 2,979,398 7,258,430 Other expenses 4,328 255 4,073 Net loss from continuing operations $ (9,855,019 ) $ (2,918,814 ) $ 7,847,958 Income from discontinued operations - 13,016 (13,016 ) Loss on disposition of digital currency and digital currency assets - (2,030 ) 2,030 Net income from discontinued operations, net of tax $ - $ 10,986 $ (10,986 ) Net loss $ (9,855,019 ) $ (2,907,828 ) $ (6,947,191 ) Revenue Our Company generated $520,645 and $67,732 revenue for the years ended December 31, 2023, and 2022, respectively.
Added
This growth includes use of ground assets in response to active fires (protection), as well as proactive treatments around critical infrastructure and known high-risk areas (prevention). Fire prevention products can be used to prevent fire ignitions and protect property from potential fire danger by providing proactive retardant treatment in high-risk areas such as residential neighborhoods and commercial infrastructure.
Removed
The Company’s revenue is associated with revenue from Mighty Fire Breaker, LLC (“MFB”) which was acquired in April 2022.
Added
Treating these areas ahead of the fire season can potentially stop ignitions from equipment failures or sparks. We have invested and intend to continue investing in the expansion of our fire retardant and fire suppression business through product development and business development to grow our customer base.
Removed
Operating Expenses For the year ended 31, 2023, the operating expenses consisted of stock-based management compensation of $180,000, professional fees - related party of $8,640,000, professional fees of $932,352, marketing expenses of $148,289 and general and administrative expenses of $337,187, compared to management compensation of $2,100,000, professional fees of $500,875, marketing expenses of $96,553 and general and administrative of $281,970 in the year ended December 31, 2022.
Added
Weather Conditions and Climate Trends Our business is highly dependent on the needs of residential homeowners and fire departments to prevent and suppress fires. As such, our financial condition and results of operations are significantly impacted by weather as well as environmental and other factors affecting climate change, which impact the number and severity of fires in any given year.
Removed
During the year ended December 31, 2022, the Company recorded management compensation of $2,100,000 related to Chief Executive Officer (CEO) for 70,000,000 restricted stock awards (the holder of the restricted stock shall be entitled to vote but is not entitled to dividends or disposal).
Added
Typically, sales of our product is higher during the summer months in the United States of America due to weather patterns that are generally correlated to a higher prevalence of wildfires.
Removed
During the year ended December 31, 2023, the Company issued 1,200,000 shares of Convertible Series C Preferred Stock to a related party for consulting services rendered to the Company from October 2021 through July 2023.
Added
We believe, however, that due to the effect of the wildfires in Los Angeles, California during January 2025, and the more common wildfire season during the summer months that product orders will continue at the current rate throughout calendar year 2025. Results of Operations The Company is in the early stage of developing and commercializing their product lines.
Removed
As of December 31, 2023, the Company has not issued the shares. During the year ended December 31,2023, the Company valued the 500,000 shares of common stock at the market value of the Company’s common stock at approval date for the amount of $180,000.
Added
The Company has been focused historically on obtaining patents and various accreditations. To date, the Company does not have a large customer base, having relied heavily on a few customers, for the commercialization and testing of our CitroTech products and delivery systems. The Company currently does not have an established retail product line nor recurring significant customer base.
Removed
Discontinuing Operating Income (Expenses) During the year ended December 31, 2022, loss on discontinued operations of $2,030 was the result of a loss on disposition of the Company’s digital currency assets, including equipment and digital currency, against a note payable issued as consideration for the equipment when it was previously acquired.
Added
Our results of operations for the years ended December 31, 2024 and 2023 are summarized below: Years Ended December 31, 2024 2023 Change % Revenue $ 808,372 $ 520,645 $ 287,727 55 % Operating expenses 6,113,050 10,618,583 (4,505,533 ) (42 %) Other (income) expenses 1,577,044 4,328 1,572,716 36338 % Net loss $ (6,881,722 ) $ (10,102,266 ) $ 3,220,544 (32 %) Revenue The Company’s revenue is associated with revenue from MFB Ohio which acquired intellectual property to fire suppression in April 2022.
Removed
During the year ended December 31, 2022, income from discontinued operations of $13,016 was the result of the net income from the operations of crypto mining and the disposition of crypto mining which the Company implemented a plan to divest its crypto mining operations to focus its resources on the MFB acquisition.
Added
During the year ended December 31, 2024, the revenue increased $290,000 from the year ended December 31, 2023, largely due to the commercialization of our CitroTech products following entry into a Partnership Agreement with the EPA, dated August 22, 2022 (the “EPA Agreement”).
Removed
Net Loss As a result of the foregoing, we incurred a net loss of $9,855,019, for the year ended December 31, 2023, compared to a net loss of $2,907,828 for the corresponding year ended December 31, 2022.
Added
After entering into the EPA Agreement and the granting of many of our patents, the Company commenced more on the commercialization of our CitroTech products. Through a few concentrated customers we sold more of our product as customers bought our systems and CitroTech products for their own internal testing and product usage.
Removed
Liquidity and Capital Resources December 31, December 31, 2023 2022 Change Cash $ 549,755 $ 55,434 $ 494,321 Current Assets $ 1,218,056 $ 170,319 $ 1,047,737 Current Liabilities $ 1,617,785 $ 1,060,918 $ 556,867 Working Capital (Deficiency) $ (399,729 ) $ (890,599 ) $ 490,870 The decrease in working capital deficiency in 2023, was primarily the result of an increases in cash of $494,321, inventory of $115,552, accounts receivable of $427,433 and prepaid expenses of $10,431 offset by an increase in due to related parties of $409,924, promissory note of $120,000, convertible note of $19,000 and current portion of operating lease liability of $40,769 and a reduce in accounts payable and accrued liabilities of $76,657.
Added
Our revenues consisted of the following: Years Ended December 31, 2024 2023 Products sale $ 626,389 $ 452,285 Product installation service 181,983 68,360 $ 808,372 $ 520,645 10 Table of Contents Our revenues from significant customers for the year ended December 31, 2024 and 2023, are as follows: Percentage of products sale Percentage of installation service 2024 2023 2024 2023 Customer A 19.6 % - 10.6 % - Customer B 13.7 % - - - Customer C 10.2 % - 0.1 % - Customer D 19.5 % 32.7 % - - Customer E - 44.2 % - - Total (as a group) 63.0 % 76.8 % 10.8 % 0.0 % Operating Expenses Years Ended December 31, 2024 2023 Change % Cost of revenue $ 655,499 $ 260,134 $ 395,365 152 % Amortization and depreciation 264,696 248,510 16,186 7 % General and administration 498,445 256,602 241,843 94 % Advertising and marketing 1,005,504 148,289 857,215 578 % Management compensation 75,000 180,000 (105,000 ) (58 %) Professional fees 3,599,904 9,525,048 (5,925,144 ) (62 %) Research and development 14,002 - 14,002 - Total operating expenses $ 6,113,050 $ 10,618,583 $ (4,505,533 ) (42 %) The decrease in operating expenses was primarily attributed to decreases in profession fees of $5.9 million, management compensation of $105,000, partially offset by increases in cost of revenue of approximately $395,000, advertising and marketing of approximately $857,000 and general and administrative expenses of approximately $242,000.
Removed
As of December 31, 2023, and 2022, the current assets consisted of cash of $549,755 and $55,434, inventory of $230,197 and $114,645, accounts receivable of $427,433 and $0, and prepaid expenses of $10,671 and 240, respectively.
Added
Cost of revenue Years Ended December 31, 2024 2023 Change % Cost of inventory $ 407,334 $ 101,978 $ 305,356 299 % Freight and shipping 9,321 14,494 (5,173 ) (36 %) Consulting and advisory-related party 19,400 30,100 (10,700 ) (36 %) Royalty and sales commission-related party 81,917 47,304 34,613 73 % Rent expense 137,527 66,258 71,269 108 % Total cost of revenue $ 655,499 $ 260,134 $ 395,365 152 % During the year ended December 31, 2024, the cost of revenue increased over the year ended December 31, 2023, primarily due to an increase in cost of inventory and royalty and sales commissions. 11 Table of Contents Cost of inventory consists of product costs, related supplies and direct testing our CitroTech product and various components required to for installation of Mighty Fire Breaker proactive wildfire defence systems.
Removed
For the year ended December 31, 2022, net cash flows used in operating activities were $708,450, consisting of a net loss of $2,907,828, reduced by non-cash management compensation of $2,100,000, loss on disposition of digital currency and digital currency assets of $2,029, impairment loss on digital assets of $6,125, non-cash lease expense of $44,647, depreciation of $15,862 and reduced by an increase in changes in operating assets and liabilities of $30,175.
Added
Cost of inventory increased during the year ended December 31, 2024, primarily due to an increase in product sales and supplies from increased sales. Consulting and advisory services are to a related party company for services related to product installations. Freight and shipping relate to costs for shipping products to customers.
Removed
For the year ended December 31, 2022, net cash provided by financing activities was $763,764, consisting of $784,484 received from related parties, $35,000 from convertible note and repayments of $55,720 to related party.
Added
Royalty and sales commissions increased in the year ended December 31, 2024 from more revenue. The Company recognizes an allocated portion of consulting and direct labor costs associated with our revenue as royalty and sales cost of revenue. Rent expenses are warehouse rent expenses.
Removed
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.
Added
The increase in rent expense is because the Company leased commercial space for office, retail and warehousing from March 2024 under a one year contract. Amortization and depreciation Amortization and depreciation expenses are an amortization of patents and a depreciation of vehicle and furniture and equipment.
Removed
Our most critical accounting policies and estimates relate to the following: ● Revenue Recognition ● Incremental borrowing rate for Right of Use Assets ● Share based compensation Revenue Recognition Revenue is recognized when performance obligations under the terms of the contracts with our customers are satisfied. Our performance obligation generally of products used for lumber products for fire prevention.
Added
General and administrative General and administrative expenses are office, rent, travel, insurance, website, IT and other office related expenses. For the year ended December 31, 2024, the Company incurred increased expenditures on our website and IT development and travel as well as general office and insurance expenses from expansion of operations.
Removed
Revenue is recognized at a point in time, that is which the risks and rewards of ownership of the products transfer from the Company to the customer. All of our performance obligations under the terms of contracts with our customers have an original duration of one year or less.
Added
Advertising and marketing The increase in advertising and marketing during the year ended December 31, 2024, over December 31, 2023, is primarily stock-based compensation for marketing and services of $660,000 and increased expenses to support revenue growth.
Removed
Share-Based Compensation The Company accounts for employee and non-employee stock awards under ASC 718, Compensation – Stock Compensation, whereby equity instruments issued to employees for services are recorded based on the fair value of the instrument issued and those issued to nonemployees are recorded based on the fair value of the consideration received or the fair value of the equity instrument, whichever is more reliably measurable.
Added
The Company issued 83,333 shares of Series C Convertible Stock, valued at $500,000 for a NASCAR sponsorship and 250,000 shares of Common Stock, valued at $160,000 for compensation of marketing services provided.
Removed
Equity grants are amortized on a straight-line basis over the requisite service periods, which is generally the vesting period. If an award is granted, but vesting does not occur, any previously recognized compensation cost is reversed in the period related to the termination of service.
Added
Professional fees The professional fees during the year ended December 31, 2024 primarily included stock-based management compensation of $1.4 million to advisors to our subsidiary MFB and stock-based compensation of $1.0 million to various consultants for IT service for software development, legal on patents and other consulting services in 2024.
Added
TCSI’s consulting services to the Company include sales and business development, customer relationship management, strategy optimization, investor relations, underwriter interface, coordinating outside counsel and other business aspects at the request of the Board of Directors.
Added
In addition to TCSI, stock-based compensation was remitted to certain individuals with fire retardant and flame suppression industry experience, who provided guidance and insight to the Company’s management and Board of Directors with respect to the fire retardant and flame suppression industry, business development connections, and oversight during the testing and recognition processes.
Added
Net loss The net loss for the year ended December 31, 2024, decreased by approximately $3.2 million as compared to the year ended December 31, 2023 primarily due to the decrease in operating expenses, primarily from stock-based professional fees, partially offset by an increase in other expenses. 12 Table of Contents Liquidity and Capital Resources Sources of Liquidity Since our inception, we have incurred significant operating losses and negative cash flows from our operations.
Added
Our net loss was $6.9 million and $10.1 million for the years ended December 31, 2024 and 2023, respectively. During fiscal year 2024, we completed a debt offering and an equity offering which generated net proceeds of approximately $1.2 million and $1.8 million respectively.
Added
Working capital December 31, December 31, 2024 2023 Change % Current assets $ 1,617,478 $ 1,218,056 $ 399,422 33 % Current liabilities $ 2,161,883 $ 1,617,785 $ 544,098 34 % Working capital (deficiency) $ (544,405 ) $ (399,729 ) $ (144,676 ) 36 % As of December 31, 2024 and 2023, the current assets consisted of cash of $$775,000 and $550,000, respectively, inventory of $325,000 and $230,000, respectively accounts receivable of $317,000 and $427,000, respectively, prepaid expenses of $74,000 and $11,000, respectively, and deferred offering costs of $126,000 and $0, respectively.
Added
As of December 31, 2024 and 2023, the current liabilities consisted of accounts payable and accrued liabilities of $187,000 and $55,000, respectively, due to related parties of $0 and $1.3 million, respectively, promissory note of $0 and $120,000, respectively, convertible notes net of discount of $196,000 and $54,000, respectively, convertible note – related party of $577,000 and $0, respectively, financing loan of $97,000 and $0, respectively, derivative liability of $1,055,000 and $0, respectively, and current portion of operating lease liability of $50,000 and $80,000, respectively.
Added
The increase in working capital deficiency in 2024 was primarily due to the convertible notes and derivative liability related to convertible notes. The Company had net loss and negative cash flows from our operations. In 2024, the Company generated funds from more debt financing than equity financing, therefore, current liabilities increased more than current assets.
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Financing Activities For the year ended December 31, 2024, net cash provided by financing activities consisted of $1.8 million proceeds from the issuance of Series C Convertible Preferred Stock, $1.2 million from the issuance of convertible promissory notes and associated warrants in fourth quarter of 2024, $2,000 received from a related party, $126,000 deferred offering cost payment, repayment of a financing loan of $23,000, and $741,000 from a repayment of loan from a related party.
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The basic terms of the convertible promissory notes issued in third and fourth quarter of 2024 are: (i) a 12-month term; (ii) interest of 10% per annum, compounded annually; and (iii) voluntary conversion during the term at a conversion price of $0.40 for each dollar of principal amount.
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The associated warrants are exercisable for a period of 5 years from the issuance date, for an aggregate of up to 1,620,000 shares at an exercise price of $0.50.
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Contractual Obligations Convertible notes In third and fourth quarter 2024, the Company entered into twenty (20) subscription agreements for convertible notes ($1,296,000) and warrants (1,620,000 shares of common stock).
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The material terms of this convertible note indebtedness are, (i) a 12-month maturity; (ii) 10% interest per annum, capitalized on the maturity date; (iii) conversion rights in the amount of the principal, either (x) divided by 0.40 or (y) a 30% discount to the price sale of its Common Stock pursuant to a registration statement filed with the SEC and listing of the Common Stock on national securities exchange; and (iv) warrant coverage for five years at the rate of 1.25 shares of Common Stock for each dollar of principal, at an exercise price of $0.50 per share. .
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Convertible notes – related party On December 31, 2024, the Company issued convertible note of $577,000 to a related party, in exchange for the amount due to related party. The convertible note has a term of twelve (12) months, at an interest rate of 10% per annum.
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The outstanding principal amount of convertible note and unpaid interest is convertible at a fixed conversion price of $0.36. Financing loan The Company had financing loan for a purchase of vehicle of $97,000 as of December 31, 2024.
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A repayment of loan schedule is $1,898 per month for the first 36 months and then $2,590 per month for the remaining 30 months with an interest rate of $11.54%. The Company fully settled this financing loan in March 2025. Lease Agreements The Company has one lease classified as an operating lease for an office and warehouse purpose.
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Future Capital Requirements We expect our existing cash, plus proceeds from recent capital raising to enable us to fund our operating expenses through and capital expenditure requirements for five years from the date of this Annual Report. We anticipate being cash-flow positive by the end of calendar year 2025.
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