What changed in this filing

/stocks — the workspaceLOADING

Item 9A. Controls and Procedures

2025-03-31 compared with 2024-04-15 · 119 added, 70 removed, 150 unchanged (56% of the section changed)

31 unchanged sentences

Joshua Ralston – Chairman, President, Secretary, Chief Executive Officer, Chief Financial Officer and Director

On October 10, 2021, the majority voting stockholder appointed Joshua Ralston as a member of the Board of Directors and Chief Executive Officer.

Ralston is currently stationed at U.S.

Coast Guard Base Cleveland ESD in Cleveland, Ohio.

Prior to this station, Mr.

Ralston was stationed in Manama, Bahrain, and Kodiak, Alaska.

His primary duties have been electronics support technical support for joint military operations and cyber security.

His educational background is business marketing.

On October 10, 2021, the majority voting stockholder appointed Joshua Ralston as a member of the Board of Directors and as Chief Executive Officer.

From August 2021 to the present, Mr.

Ralston has been stationed at U.S.

Coast Guard Base Cleveland ESD in Cleveland, Ohio, where he has directed electronics support.

From June 2021 to July 2021, Mr.

Ralston was stationed at PATFOR SWA BAHRAIN in Manama, Bahrain, where he provided technical support to joint military operations.

From August 2016 to May 2020, Mr.

Ralston was stationed at USCG BASE Kodiak ESD in Kodiak, Alaska, where his primary duties were cyber security and information assurance.

Ralston’s educational background is business marketing.

Ralston received a degree in Marketing in 2012 from Ohio State University, and a degree in Cybersecurity and Information Assurance in 2022 from Western Governors University.

Ralston does not have any experience in the fire retardant or fire suppression industry.

John Costa - Director

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Costa has a deep understanding of what is capable and possible from a technical and usability standpoint.

From 2017 to 2019, Mr.

Costa worked with Verizon Digital Services to Architect and Design a greenfield developed overview of worldwide data connectivity and equipment allocations and configurations.

From 2019 to 2021, Mr.

Costa worked with Pricewaterhouse Coopers to aid the in the revamp of procurement, purchase and accounts payable services on an extensive 18 month project.

From 2021 to 2023, Mr.

Costa worked with Northrup Grumman helping to define User Experience Strategies and team directives with a partial focus on Extended Realities focused on development and fabrication directives of NGC product development and Virtualization of Data.

From 2023 to the present, Mr.

Costa has been with the U.S.

Department of State to recreate government directives in the productivity of immigration, identification and overseas Consular activities.

Costa received a degree in communications in 1989 from St.

Petersburg College.

Costa does not have any experience in the fire retardant or fire suppression industry.

Jeffery Pomerantz - Director

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additionally, he has a variety of international connections to resources and networks that create product distribution channels throughout the world.

From 2019 to the present, Mr.

Pomerantz has been in the Promotional Products Industry, in which he has owned and operated a business supervising manufacturing (including China), sales and distribution of hundreds of products.

Pomerantz received a degree in accounting in 1967 from Temple University.

Pomerantz does not have any experience in the fire retardant or fire suppression industry.

Family Relationships

There are no familial relationships among any of our directors or officers.

None of our directors and executive officers has been involved in any legal or regulatory proceedings, as set forth in Item 401 of Regulation S-K, during the past ten years.

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Section 16(a) of the Exchange Act requires our executive officers and directors, and persons who own more than 10% of our common stock, to file reports regarding ownership of, and transactions in, our securities with the SEC and to provide us with copies of those filings.

Based solely on our review of the copies of such forms furnished to us and written representations by our officers and directors regarding their compliance with applicable reporting requirements under Section 16(a) of the Exchange Act, we believe that all Section 16(a) filing requirements for our executive officers, directors and 10% stockholders were not met during the year ended December 31, 2023.

Delinquent Section 16(a) Reports are as follows:

Transactions Covered*

Number of Shares

Joshua Ralston

Common stock/preferred stock

Corporate Governance

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The functions of those committees are being undertaken by our board.

Because we do not have any independent directors, our board believes that the establishment of committees of our board would not provide any benefits to our company and could be considered more form than substance.

Our board believes that the establishment of committees of our board would not provide any benefits to our company and could be considered more form than substance.

We do not have a policy regarding the consideration of any director candidates that may be recommended by our stockholders, including the minimum qualifications for director candidates, nor has our officers and directors established a process for identifying and evaluating director nominees.

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Code of Ethics

We expect that we will adopt a code of business conduct and ethics that applies to all of our employees, officers and directors, including those officers responsible for financial reporting.

Once adopted, we will make the code of business conduct and ethics available on our website at www.generalenterpriseventures.com .

The Company adopted a code of business conduct and ethics that applies to all of our employees, officers and directors, including those officers responsible for financial reporting.

We will make the code of business conduct and ethics available on our website at www.generalenterpriseventures.com .

We intend to post any amendments to the code, or any waivers of its requirements, on our website.

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No other officers or directors received annual compensation in excess of $100,000 during the last fiscal year.

Incentive Plan

Name and Principal Position

Joshua Ralston, President, Secretary, CEO, CFO and Chairman

Stock-Based Compensation

On June 13, 2022, the Company issued 70,000,000 Restricted Stock Award to a member of the board of directors and President of the Company.

The holder of the Restricted stock shall be entitled to vote but is not entitled to dividends or disposal.

The Company valued the voting rights associated with the awards at $2,100,000 which is recorded as stock-based compensation during the year ended December 31, 2022.

During the year ended December 31, 2023, the Company issued 1,200,000 shares of Convertible Series C Preferred Stock to an entity under control of the Company’s Chief Executive Officer for consulting services rendered to the Company from October 2021 through July 2023.

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.

Joshua Ralston, President, Chief Executive officer, Chief Financial Officer and Chairman of the Board of Directors

Director Compensation

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.

As of December 31, 2023, the Company has not issued the shares.

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.

For the 12-month period ending December 31, 2024, the Company did not remit compensation to its Board of Directors.

Employment Agreement

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The following table and footnotes to it sets forth information regarding the number of shares of Common Stock beneficially owned by (i) each director and named executive officer of our Company, (ii) named executive officers, executive officers, and directors of the Company as a group, and (iii) each person known by us to be the beneficial owner of 5% or more of our issued and outstanding shares of Common Stock.

In calculating any percentage in the following table of Common Stock beneficially owned by one or more persons named therein, the following table is based on 97,545,388 shares of Common Stock, 10,000,000 shares of Series A Preferred Stock, and 2,273,499 shares of Series C Convertible Preferred Stock outstanding as of December 31, 2023, and any shares of Common Stock, Series A Preferred Stock and Series C Convertible Preferred Stock the person has the right to acquire within the 60 days following the filing date of this filing.

In calculating any percentage in the following table of Common Stock beneficially owned by one or more persons named therein, the following table is based on 52,378,201 shares of Common Stock, 10,000,000 shares of Series A Preferred Stock, 2,450,138 shares of Series C Convertible Preferred Stock, 6,713,750 warrants, and $5,947,693 convertible debt outstanding as of March 21, 2025, and any shares of Common Stock, the person has the right to acquire within the 60 days following the filing date of this filing.

Unless otherwise further indicated in the following table, the footnotes to it or elsewhere in this report, the persons and entities named in the following table have sole voting and sole investment power concerning the shares set forth opposite the stockholder’s name, subject to community property laws, where applicable.

Unless as otherwise indicated in the following table and the footnotes, our named executive officers and directors’ address in the following table is c/o General Enterprise Ventures Inc., 1740H Del Range Blvd, Suite 166, Cheyenne, Wyoming 82009.

Name and Address of Beneficial Owner (1)

Common Stock Beneficially Held (2)

Percent of Class (3)

Number of Shares

Series C Convertible Preferred,

Number of Shares

Convertible Debt and Warrant

Series A Preferred

Series C Preferred

Beneficial owned (2)

within 60 days

Named Executive Officers and Directors

Joshua Ralston

Theodore Ralston

Steven Conboy

All Executive Officers and Directors as a group (1 Person)

Jeffery Pomerantz

All Executive Officers and Directors as a group (3 persons)

5% or More Stockholders

Name and Address of Beneficial Owner

Amounts and nature of Beneficial Owner

5% Stockholder

Joshua Ralston

Preferred A Shares

TC Special Investments, LLC

Preferred C Shares

TC Special Investments, Inc.

Theodore Ralston (4)

Stephen Conboy (5)

CVC California LLC (6)

BoltRock Holdings LLC (7)

Equus Total Return, Inc (8)

_____________

* Less than 1%

Unless as otherwise indicated in the following table and the footnotes, our named executive officers and directors’ address in the following table is c/o General Enterprise Ventures, Inc., 1740H Del Range Blvd, Suite 166, Cheyenne, Wyoming 82009.

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As a result, the percentage of outstanding shares of any person as shown in the above table does not necessarily reflect the person’s actual ownership or voting power concerning the number of shares of Common Stock outstanding on the date of this filing.

Percentage of total voting power with respect to all shares of our Series A preferred stock and common stock, as a single class.

The holders of our Series A preferred stock are entitled to one thousand (1,000) votes per share and holders of our common stock are entitled to one (1) vote per share.

TC Special Investments, LLC, through Mr.

Theodore Ralston, has sole dispositive and voting power with respect to all shares.

The address of TC Special Investments, LLC is c/o General Enterprise Ventures, Inc., 1740H Del Range Blvd, Suite 166, Cheyenne, Wyoming 82009.

Total beneficial common share ownership consists of 3,769,048 common shares and 15,601,925 shares of common stock issuable pursuant to 14,000,000 shares of Series C Convertible Preferred Stock and 1,601,925 shares from conversion of debt.

Stephen Conboy has sole dispositive and voting power with respect to all shares.

Stephen Conboy address is c/o General Enterprise Ventures, Inc., 1740H Del Range Blvd, Suite 166, Cheyenne, Wyoming 82009.

Total beneficial common share ownership consists of 3,900,000 common shares and 1,337,820 shares of common stock issuable pursuant to 1,337,820 shares from conversion of Series C Convertible Preferred Stock.

Based on information reported on our transfer agent report for shareholder information, CVC California LLC stated address is 525 Okeechobee Blvd, Ste 1050, West Palm Beach, FL 33401.

The Company does not know who has dispositive and voting power with respect to shares owned by CVC California LLC.

Based on information reported on our transfer agent report for shareholder information, BoltRock Holdings LLC stated address is 712 5 th Ave 22 nd FL New York, NY 10019.

Total beneficial common share ownership consists of 1,500,000 common shares and 20,500,000 shares of common stock issuable pursuant to 13,000,000 shares from conversion of Series C Convertible Preferred Stock, 5,000,000 shares from conversion of debt and 2,500,000 shares from warrants.

Based on information reported on our transfer agent report for shareholder information, Equus Total Return, Inc stated address is 700 Louisiana Street, 43rd Floor, Houston, TX 77002, Total beneficial common share ownership consists of 5,625,000 shares of common stock issuable pursuant to 3,750,000 shares from conversion of debt and 1,875,000 shares from warrants.

Change of Control

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any of our directors, executive officers or holders of more than 5% of our capital stock, or any member of the immediate family of any of the foregoing had, or will have, a direct or indirect material interest.

During the year ended December 31, 2022, our former officer forgave $9,355 in accrued salary and the Company recognized it as additional paid-in-capital.

During the year ended December 31, 2022, as part of the Company’s divestiture of its digital asset operations, a related party forgave loans payable of $301,175 in exchange for digital asset equipment with a net book value of $276,379 and digital currency intangible assets of $26,825, of which the Company recorded a loss on disposition of $2,030.

During the year ended December 31, 2022, a related party paid $1 for share capital - Mighty Fire Breaker UK Limited.

On June 13, 2022, the Company issued 70,000,000 Restricted Stock Award to a member of the board of directors and President of the Company.

The holder of the Restricted stock shall be entitled to vote but is not entitled to dividends or disposal.

The Company valued the voting rights associated with the awards at $2,100,000 which is recorded as stock-based compensation during the year ended December 31, 2022.

As of December 31, 2023, the shares have not been issued, and the Company valued the 500,000 shares of common stock at market price on approval date and accrued $180,000.

On October 23, 2021, the Company entered into a consulting agreement with a related party.

The consultant shall render to the Company, upon the request of any members of Board of Directors or the President of the Company, consulting services on matters relating to the business affairs of the Company.

The agreement shall take effect of the date of agreement and shall terminate upon mutual agreement of the parties.

The compensation of consultant is a number of Convertible Series C Preferred Shares which the Board of Directors of the Company may determine at its discretion.

On November 1, 2022, the Company’s Board of Directors approved issuance of 1,200,000 shares of Convertible Series C Preferred Stock to consultant - related party for their past consulting services and continuing to July 2023.

On September 5, 2023.

the Company issued 1,200,000 shares of Convertible Series C Preferred Stock for consulting services rendered to the Company.

The Company valued the 1,200,000 shares of Convertible Preferred Stock at $8,640,000.

On June 9, 2022, the Company received $19,000 cash from a third party, and it was recorded as an advance from a related party.

On April 1, 2023, the Company recognized the error and the amount owing to the related party was reclassified to convertible note related to a lender for $19,000.

During the years ended December 31, 2023, and 2022, a related party advanced to the Company an amount of $307,500 and $784,484 for working capital propose, respectively.

During the years ended December 31, 2023, and 2022, a related party advanced to the Company an amount of $246,425 and $108,569 for operating expenses on behalf of the Company, respectively.

During the years ended December 31, 2023, and 2022, the Company repaid to a related party $125,000 and $55,720 owing of the loan, respectively.

During the years ended December 31, 2023, and 2022, the Company paid $150,500 and $126,500 consulting fee to an entity under common control of a related party and $186,500 and $91,500 commission to a related party.

As of December 31, 2023, and 2022, the Company was obliged to related parties, for unsecured, non-interest-bearing demand loans with a balance of $1,307,077 and $899,153, respectively.

Related Party

Nature of Relationship to the Company

TC Special Investments, LLC

An Ohio Corporation - a significant shareholder

Theodore Ralston

Owner of TC Special Investments, LLC

Joshua Ralston

Chief Executive Officer (CEO) of the Company

Mighty Fire Breaker, LLC, California

A California Corporation owned by Stephen Conboy

Stephen Conboy

Significant shareholder

Subsidiary - MFB Ohio board advisor

Jeffery R Bowman

Subsidiary - MFB Ohio board advisor

Peter Brierty

Subsidiary - MFB Ohio board advisor

Michael Feigin

Director and Chief Executive Officer of GEVI Insurance Holdings Inc.

Subsidiary - MFB Ohio board advisor

For the year ended December 31, 2023:

In September 2023, the Company granted 250,000 shares of Common Stock for services to John Costa, independent director, valued at $90,000.

In September 2023, the Company granted 250,000 shares of Common Stock for services to Jeffery Pomerantz, independent director, valued at $90,000.

In September 2023, the Company issued 1,200,000 shares of Convertible Series C Preferred Stock as consulting services to TC Special Investments, LLC, valued at $8,640,000.

In the year 2023, the Company paid commission fees of $186,500 to Stephen Conboy.

In the year 2023, the Company paid consulting fees of $150,500 to MFB CA.

In the year 2023, TC Special Investments, LLC, advanced to the Company an amount of $307,500 for working capital purpose and paid operating expenses of $246,425 on behalf of the Company.

In the year 2023, the Company repaid $125,000 owing to the loan payable to TC Special Investments, LLC.

For the year ended December 31, 2024:

During the year ended December 31, 2024, the Company paid management fees of $75,000 to Joshua Ralston.

In March 2024, Joshua Ralston cancelled 65,000,000 of the 70,000,000 restricted stock awards issued in June 2022.

During the year ended December 31, 2024, the Company repaid $330,000 owing to the loan payable to TC Special Investments, LLC.

During the year ended December 31, 2024, TC Special Investments, LLC, paid operating expenses of $6,495 on behalf of the Company.

In November 2024, the Company repaid $410.880 owing to the loan payable to Theodore Ralston.

During the year ended December 31, 2024, the Company paid commission fees of $245,571 to Stephen Conboy.

During the year ended December 31, 2024, the Company paid consulting fees of $97,000 to MFB CA.

Issued 20,000 shares of Convertible Series C Preferred Stock for services to one (1) MFB Ohio advisory board member, valued at $348,000.

Issuance 1,250,000 shares of Common Stock for services to five (5) MFB Ohio advisory board members, valued at $1,074,750.

On December 31, 2024, the Company issued convertible note of $576,693, to related party A, 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.

The outstanding principal amount of convertible notes and unpaid interest is convertible at a fixed conversion price of $0.36.

Principal Accountant Fees and Services.

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All schedules for which provision is made in the applicable accounting regulations of the SEC are either not required under the related instructions, are not applicable (and therefore have been omitted), or the required disclosures are contained in the financial statements included herein.

Incorporated by Reference

Exhibit Number

Exhibit Description

Articles of Domestication/Articles of Incorporation

Amendments to Articles of Incorporation

Designations and Preferences of Series A Preferred Stock

Designations and Preferences of Series C Convertible Preferred Stock

Amendment to Articles of Incorporation

Second Amended and Restated Designations and Preferences of Series A Preferred Stock

Amended and Restated Designations and Preferences of Series C Convertible Preferred Stock

Description of Securities

Membership Interest Purchase Agreement dated April 13, 2022 between MFB Ohio and Stephen Conboy

Safer Choice Agreement between the EPA and Mighty Fire Breaker LLC, dated August 26, 2022

Code of Ethics

Rule 13a-14(a)/15d-14(a) Certification of Chief Executive Officer and Chief Financial Officer

Section 1350 Certification of Chief Executive Officer and Chief Financial Officer

Section 1350 Certifications of Chief Executive Officer and Chief Financial Officer

Inline XBRL Document Set for the financial statements and accompanying notes in Part II, Item 8, “Financial Statements and Supplementary Data” of this Annual Report on Form 10-K.

4 unchanged sentences

General Enterprise Ventures, Inc.

April 15, 2024

March 31, 2025

/s/ Joshua Ralston

2 unchanged sentences

Pursuant to the requirements of the Securities Exchange Act of 1934, this report has been signed below by the following persons on behalf of the registrant and in the capacities and on the dates indicated.

April 15, 2024

March 31, 2025

/s/ Joshua Ralston

2 unchanged sentences

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 9A. Controls and Procedures