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Item 1. Business

2025-03-31 compared with 2024-04-15 · 129 added, 59 removed, 62 unchanged (75% of the section changed)

2 unchanged sentences

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.

Our websites are www.generalenterpriseventures.com and www.mightyfirebreaker.com.

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.

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.

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.

Conboy was introduced to the Company by Vincent Risalvato, during September 2021.

During discussions with Mr.

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.

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.

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.

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.

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.

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.

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.

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.

Approximately 10 years ago, he realized that residential and commercial fires, as well as wildfires, would not cease for the foreseeable future.

Conboy understood that, even if lumber was treated, it was toxic by nature and this toxicity is harmful to humans and the environment.

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.

Conboy set out to develop a formula for a product that would meet these requirements.

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.

Prior to the acquiring the portfolio of intellectual property, neither Mr.

Ralston nor MFB Ohio had a prior relationship with Mr.

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.

Conboy is not an employee nor member of Company management.

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.

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.

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.

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.

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.

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.

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.

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.

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.

MFB Ohio is now in the proof-of-concept phase and developing revenues in the various markets.

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 History

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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 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.

8 unchanged sentences

Change of Control

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

Ralston the new Majority Shareholder

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.

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.

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.

1 unchanged sentence

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.

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.

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.

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”).

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.

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.

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.

Conboy was introduced to the Company by Vincent Risalvato, during September 2021.

During discussions with Mr.

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.

The Company and Mr.

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.

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.

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.

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.

Effective 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.

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.

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 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.

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.

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.

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 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.

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.

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.

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.

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.

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.

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.

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.

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

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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.

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.

MFB currently holds 30 granted patents and 26 pending patents.

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 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.

Use of MFB’s product on government land typically requires USDA approval, which MFB is in the process of obtaining.

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.

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.

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.

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.

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.

The Company does not have any employees.

The Company has consultants, attorneys, and independent contractors that all perform tasks on behalf of the company.

Risk Factors.

We are a smaller reporting company as defined by Rule 12b-2 of the Exchange Act and are not required to provide the information under this Item.

Unresolved Staff Comments.

Cybersecurity.

The Company has cloud-based security, and their computers and servers are fire walled.

In addition, the Company does not allow virtual log-in on their computers.

Compared sentence by sentence after normalising whitespace, quotation marks, case and digits, so re-formatting and restated figures do not read as changed language. Wording changes appear as one removal and one addition. The current filing and the prior one are authoritative.

What changed 10-K

Item 1. Business