Item 9A. Controls and Procedures
Item 9A. Controls and Procedures
Evaluation of Disclosure Controls and Procedures
Disclosure controls and procedures (as defined in Exchange Act Rule 15d-15(e)) are designed with the objective of ensuring that information required to be disclosed in our reports filed under the Exchange Act, such as this report, is recorded, processed, summarized, and reported within the time periods specified in the SEC’s rules and forms. Disclosure controls and procedures are also designed with the objective of ensuring that such information is accumulated and communicated to our management, including our Chief Executive Officer and Chief Financial Officer, as appropriate, to allow timely decisions regarding required disclosure.
As of December 31, 2024, our management carried out an evaluation of the effectiveness of the design and operation of our disclosure controls and procedures. Such evaluation was carried out under the supervision of our Chief Executive Officer, who is also our Chief Financial Officer, and our third party financial service provider, PubCo Reporting. Based on this evaluation, management concluded that our disclosure controls and procedures were, and continues to be, ineffective as of December 31, 2024. Based on the foregoing, our management concluded that our internal controls over the following financial reporting areas to be material weaknesses:
·
Due to our size and stage of development, segregation of all conflicting duties may not always be possible and may not be economically feasible. During the year, we lacked sufficient review procedures and segregation of duties such that a proper review had not been performed by someone other than preparer, including manual journal entries, and that process documentation is lacking for review and monitoring controls over financial statements close process and financial reporting.
·
We identified findings related to overall information technology general controls (“ITGCs”) including issues with access and segregation of duties for systems supporting the Company’s internal control processes and controls.
Changes in Internal Controls over Financial Reporting
There has been no change in the Company’s internal control over financial reporting during the three months ended December 31, 2024 that has materially affected, or is reasonably likely to materially affect, the company’s internal control over financial reporting. Management will continue to monitor and evaluate the effectiveness of our internal controls and procedures over financial reporting on an ongoing basis and are committed to taking further action and implementing additional improvements as necessary.
Item 9B. Other Information
None.
Item 9c. Disclosure Regarding Foreign Jurisdictions that Prevent Inspections
Not applicable.
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PART III
Item 10. Directors, Executive Officers and Corporate Governance.
Directors and Executive Officers
The following table sets forth the names, positions, and ages of our current executive officers and directors. All directors serve until the next annual meeting of stockholders or until their successors are elected and qualified.
Directors are elected to serve until the next annual meeting of stockholders until their successors are elected and qualified. Directors are elected by a plurality of the votes cast at the annual meeting of stockholders and hold office until the expiration of the term for which they were elected and until a successor has been elected and qualified.
A majority of the authorized number of directors constitutes a quorum of the Board of Directors for the transaction of business. The directors must be present at the meeting to constitute a quorum. However, any action required or permitted to be taken by the Board of Directors may be taken without a meeting if all Board members individually or collectively consent in writing to the action.
Executive officers are appointed by and serve at the pleasure of the Company’s Board of Directors, subject to any contractual arrangements.
Name
Age
Title
Joshua Ralston
36
Chairman of the Board of Directors, Chief Executive Officer, Chief Financial Officer, President and Secretary
John Costa
55
Director
Jeffery Pomerantz
79
Director
Set forth below is a description of the background and business experience of our directors and executive officers.
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 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. Mr. Ralston’s educational background is business marketing. Mr. 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. Mr. Ralston does not have any experience in the fire retardant or fire suppression industry.
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John Costa - Director
On April 25, 2022, the Board of Directors appointed John Costa as a member of the Board of Directors.
Mr. Costa has over 30 years of experience in the IT industry; which includes an employment history with several Fortune 100 and 500 companies. Mr. Costa’s areas of IT practice were diversified in Technological Development, Product Design, Modalities and Applications, Artificial Intelligence, Augmented Reality, Virtual and Practical Design, and Website Design. Mr. 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. Mr. Costa received a degree in communications in 1989 from St. Petersburg College. Mr. Costa does not have any experience in the fire retardant or fire suppression industry.
Jeffery Pomerantz - Director
On April 25, 2022, the Board of Directors appointed Jeffery Pomerantz as a member of the Board of Directors. Mr. Pomerantz has over 50 years of experience in Consulting, Promotional Marketing, Manufacturing, Sales, and Distribution. Mr. Pomerantz has provided invaluable assistance with many IPO's and Corporate Up-Listings; 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. Mr. Pomerantz received a degree in accounting in 1967 from Temple University. Mr. 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.
Involvement in Certain Legal Proceedings
During the past ten years, no director, executive officer, promoter, or control person of the Company has been involved in the following:
(1)
A petition under the Federal bankruptcy laws or any state insolvency law which was filed by or against, or a receiver, fiscal agent or similar officer was appointed by a court for the business or property of such person, or any partnership in which he was a general partner at or within two years before the time of such filing, or any corporation or business association of which he was an executive officer at or within two years before the time of such filing;
(2)
Such person was convicted in a criminal proceeding or is a named subject of a pending criminal proceeding (excluding traffic violations and other minor offenses);
(3)
Such person was the subject of any order, judgment, or decree, not subsequently reversed, suspended, or vacated, of any court of competent jurisdiction, permanently or temporarily enjoining him from, or otherwise limiting, the following activities:
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i.
Acting as a futures commission merchant, introducing broker, commodity trading advisor, commodity pool operator, floor broker, leverage transaction merchant, any other person regulated by the Commodity Futures Trading Commission, or an associated person of any of the foregoing, or as an investment adviser, underwriter, broker or dealer in securities, or as an affiliated person, director or employee of any investment company, bank, savings and loan association or insurance company, or engaging in or continuing any conduct or practice in connection with such activity;
ii.
Engaging in any type of business practice; or
iii.
Engaging in any activity in connection with the purchase or sale of any security or commodity or in connection with any violation of Federal or State securities laws or Federal commodities laws;
(4)
Such person was the subject of any order, judgment, or decree, not subsequently reversed, suspended or vacated, of any Federal or State authority barring, suspending or otherwise limiting for more than 60 days the right of such person to engage in any activity described in paragraph (f)(3)(i) below, or to be associated with persons engaged in any such activity;
(5)
Such person was found by a court of competent jurisdiction in a civil action or by the Commission to have violated any Federal or State securities law, and the judgment in such civil action or finding by the Commission has not been subsequently reversed, suspended, or vacated;
(6)
Such person was found by a court of competent jurisdiction in a civil action or by the Commodity Futures Trading Commission to have violated any Federal commodities law, and the judgment in such civil action or finding by the Commodity Futures Trading Commission has not been subsequently reversed, suspended, or vacated;
(7)
Such person was the subject of, or a party to, any Federal or State judicial or administrative order, judgment, decree, or finding, not subsequently reversed, suspended, or vacated, relating to an alleged violation of:
i.
Any Federal or State securities or commodities law or regulation; or
ii.
Any law or regulation respecting financial institutions or insurance companies including, but not limited to, a temporary or permanent injunction, order of disgorgement or restitution, civil money penalty or temporary or permanent cease-and-desist order, or removal or prohibition order; or
iii.
Any law or regulation prohibiting mail or wire fraud or fraud in connection with any business entity; or
(8)
Such person was the subject of, or a party to, any sanction or order, not subsequently reversed, suspended or vacated, of any self-regulatory organization (as defined in Section 3(a)(26) of the Exchange Act (15 U.S.C. 78c(a)(26))), any registered entity (as defined in Section 1(a)(29) of the Commodity Exchange Act (7 U.S.C. 1(a)(29))), or any equivalent exchange, association, entity or organization that has disciplinary authority over its members or persons associated with a member.
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Section 16(A) Beneficial Ownership Reporting Compliance
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 met during the year ended December 31, 2024.
Corporate Governance
Our board of directors has not established any committees, including an audit committee, a compensation committee or a nominating committee, or any committee performing a similar function. The functions of those committees are being undertaken by our board. 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. We have not adopted a policy regarding the handling of any potential recommendation of director candidates by our stockholders, including the procedures to be followed. Our officers and directors have not considered or adopted any of these policies as we have never received a recommendation from any stockholder for any candidate to serve on our board of directors.
Given our relative size and lack of directors’ and officers’ insurance coverage, we do not anticipate that any of our stockholders will make such a recommendation in the near future. While there have been no nominations of additional directors proposed, in the event such a proposal is made, all current members of our board will participate in the consideration of director nominees.
As with most small, early stage companies until such time as we further develop our business, achieve a stronger revenue base and have sufficient working capital to purchase directors’ and officers’ insurance, we do not have any immediate prospects to attract independent directors. When we are able to expand our board to include one or more independent directors, we intend to establish an audit committee of our board of directors. It is our intention that one or more of these independent directors will also qualify as an audit committee financial expert. Our securities are not quoted on an exchange that has requirements that a majority of our board members be independent and we are not currently otherwise subject to any law, rule or regulation requiring that all or any portion of our board of directors include “independent” directors, nor are we required to establish or maintain an audit committee or other committee of our board.
Code of Ethics
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.
Item 11. Executive Compensation.
Summary Compensation Table
The following table summarizes the compensation of our executive officers, directors and President during the fiscal years ended December 31, 2024 and 2023. No other officers or directors received annual compensation in excess of $100,000 during the last fiscal year.
Name and Principal Position
Year Ended
December 31,
Salary
($)
Stock
Awards
($) (1)
All Other
Compensation
for ($)
Total
($)
Joshua Ralston, President, Chief Executive officer, Chief Financial Officer and Chairman of the Board of Directors
2024
75,000
-
-
75,000
2023
-
-
-
-
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Director Compensation
For the 12-month period ending December 31, 2024, the Company did not remit compensation to its Board of Directors.
Employment Agreement
We have no employment agreements with any of our officers and have not issued any incentive or other stock options, profit sharing or similar benefits.
Equity Compensation Plan Information
We have no equity compensation plan, profit sharing or similar benefits.
Item 12. Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters.
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 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.
Number of Shares
Subject to
Series C Convertible Preferred,
Number of Shares
Convertible Debt and Warrant
Total shares
% of
Name of
Series A Preferred
Series C Preferred
Common
exercisable
Beneficial owned (2)
Total
Beneficial
Owner (1)
Shares Held
%
Shares Held
%
Shares Held
%
within 60 days
Number
%
Voting
Power (3)
Named Executive Officers and Directors
Joshua Ralston
-
-
-
-
3,500,000
6.7 %
-
3,500,000
6.7 %
*
John Costa
-
-
-
-
250,000
*
-
250,000
*
*
Jeffery Pomerantz
-
-
-
-
250,000
*
-
250,000
*
*
-
All Executive Officers and Directors as a group (3 persons)
-
-
-
-
4,000,000
7.6 %
-
4,000,000
7.6 %
*
5% or More Stockholders
TC Special Investments, Inc. (4)
8,184,845
81.8 %
700,000
28.6 %
450,000
*
15,601,925
16,051,925
23.6 %
81.5 %
Theodore Ralston (4)
-
-
-
-
3,319,048
6.3 %
-
3,319,048
4.9 %
*
Stephen Conboy (5)
-
-
550,000
22.4 %
3,900,000
7.4 %
1,337,820
5,237,820
9.8 %
*
CVC California LLC (6)
-
-
-
-
4,350,000
8.3 %
-
4,350,000
8.3 %
*
BoltRock Holdings LLC (7)
1,815,155
18.2 %
650,000
26.5 %
1,500,000
2.9 %
20,500,000
22,000,000
30.2 %
18.2 %
Equus Total Return, Inc (8)
-
-
-
-
-
-
5,625,000
5,625,000
9.7 %
*
_____________
* Less than 1%
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(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.
(2)
Under Rule 13d-3 of the Exchange Act, a beneficial owner of a security includes any person who, directly or indirectly, through any contract, arrangement, understanding, relationship, or otherwise has or shares: (i) voting power, which includes the power to vote, or to direct the voting of shares; and (ii) investment power, which includes the power to dispose or direct the disposition of shares. Certain shares may be deemed to be beneficially owned by more than one person (if, for example, persons share the power to vote or dispose of the shares). In addition, shares are deemed to be beneficially owned by a person if the person has the right to acquire the shares (for example, upon exercise of an option) within 60 days of the date as of which the information is provided. In computing the percentage ownership of any person, the amount of shares outstanding is deemed to include the number of shares beneficially owned by such person (and only such person) because of these acquisition rights. 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.
(3)
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.
(4)
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.
(5)
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.
(6)
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.
(7)
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.
(8)
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
The Company is not aware of any arrangements which may at a subsequent date result in a change of control of the Company.
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Item 13. Certain Relationships and Related Transactions, and Director Independence.
Related Party Transactions
Unless described below, during the last two fiscal years, there were no transactions or series of similar transactions to which we were a party or will be a party, in which:
·
the amounts involved exceed or will exceed $120,000; and
·
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.
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
Dan Reese
Subsidiary - MFB Ohio board advisor
Jeffery R Bowman
Subsidiary - MFB Ohio board advisor
Franklin O. Carroll
Subsidiary - MFB Ohio board advisor
Peter Brierty
Subsidiary - MFB Ohio board advisor
Michael Feigin
Director and Chief Executive Officer of GEVI Insurance Holdings Inc.
Jim Thompson
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.
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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.
Item 14. Principal Accountant Fees and Services.
The following table shows the fees that were billed for the audit and other services provided by our principal auditor, for the periods presented, as follows:
Fiscal Year
Ended
December 31,
2024
Fiscal Year
Ended
December 31,
2023
Audit Fees:
$ 125,000
$ 83,000
Audit-Related Fees
-
-
Tax Fees:
-
-
All Other Fees
-
-
Total
$ 125,000
$ 83,000
Audit Fees
This category includes the audit of our annual financial statements, review of financial statements included in our Quarterly Reports on Form 10-Q and services that are normally provided by the independent registered public accounting firm in connection with engagements for those fiscal years. This category also includes advice on audit and accounting matters that arose during, or as a result of, the audit or the review of interim financial statements.
Audit-Related Fees
This category consists of assurance and related services by the independent registered public accounting firm that are reasonably related to the performance of the audit or review of our financial statements and are not reported above under “Audit Fees.” The services for the fees disclosed under this category include consultation regarding our correspondence with the SEC and other accounting consulting.
Tax Fees
This category consists of professional services rendered by our independent registered public accounting firm for tax compliance and tax advice. The services for the fees disclosed under this category include tax return preparation and technical tax advice.
All Other Fees
This category consists of fees for other miscellaneous items.
Our Board of Directors has adopted a procedure for pre-approval of all fees charged by our independent registered public accounting firm. Under the procedure, the Board approves the engagement letter with respect to audit, tax and review services. Other fees are subject to pre-approval by the Board, or, in the period between meetings, by a designated member of the Board. Any such approval by the designated member is disclosed to the entire Board at the next meeting.
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PART IV
Item 15. Exhibit and Financial Statement Schedules.
(a) 1. Financial Statements
The financial statements and Report of Independent Registered Public Accounting Firm are listed in Item 8.
2. Financial Statement Schedules
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.
3. Exhibits
Incorporated by Reference
Exhibit Number
Exhibit Description
Form
Exhibit
Filing Date
3.1
Articles of Domestication/Articles of Incorporation
10-K
3.1
4/15/2024
3.2*
Amendment to Articles of Incorporation
3.3
Bylaws
10-K
3.3
4/15/2024
3.4*
Second Amended and Restated Designations and Preferences of Series A Preferred Stock
3.5*
Amended and Restated Designations and Preferences of Series C Convertible Preferred Stock
4.1*
Description of Securities
10.1
Membership Interest Purchase Agreement dated April 13, 2022 between MFB Ohio and Stephen Conboy
S-1
10.2
2/14/2025
10.2
Safer Choice Agreement between the EPA and Mighty Fire Breaker LLC, dated August 26, 2022
S-1
10.4
2/15/2025
14.1*
Code of Ethics
21.1*
Subsidiaries
31.1*
Rule 13a-14(a)/15d-14(a) Certification of Chief Executive Officer and Chief Financial Officer
32.1*
Section 1350 Certifications of Chief Executive Officer and Chief Financial Officer
101*
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.
104*
Inline XBRL for the cover page of this Annual Report on Form 10-K, included in the Exhibit 101 Inline XBRL Document Set.
________
* Filed herewith.
Item 16. Form 10-K Summary.
None.
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SIGNATURES
Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.
General Enterprise Ventures, Inc.
Dated: March 31, 2025
By:
/s/ Joshua Ralston
Joshua Ralston
Chief Executive Officer and Chief Financial Officer
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.
Dated: March 31, 2025
By:
/s/ Joshua Ralston
Joshua Ralston
Chief Executive Officer and Chief Financial Officer
27