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1、Registration No.333-282611 UNITED STATESSECURITIES AND EXCHANGE COMMISSIONWashington,D.C.20549 Amendment No.5toFORM S-1REGISTRATION STATEMENTUNDER THE SECURITIES ACT OF 1933 General Enterprise Ventures,Inc.(Exact name of registrant as specified in its charter)Wyoming 4955 87-2765150(State or jurisdi

2、ction ofincorporation or organization)(Primary Standard IndustrialClassification Code Number)(I.R.S.EmployerIdentification No.)1740H Del Range Blvd,Suite 166Cheyenne,WY 82009(800)401-4535(Address,including zip code,and telephone number,including area code,of registrants principal executive offices)T

3、heodore Ralston,Chief Executive OfficerGeneral Enterprise Ventures,Inc.1740H Del Range Blvd,Suite 166Cheyenne,WY 82009(800)401-4535(Name,address,including zip code,and telephone number,including area code,of agent for service)With Copies to:Anthony F.NewtonDavid E.Danovitch,Esq.Law Office of Anthony

4、 F.NewtonAaron M.Schleicher,Esq.8810 Luray CourtSullivan&Worcester LLPRosenberg,Texas 774691251 Avenue of the Americas,19th Floor+1(832)452-0269New York,NY 10020+1(212)660-3060 APPROXIMATE DATE OF PROPOSED SALE TO PUBLIC:As soon as practicable after this registration statement becomes effective.If a

5、ny securities being registered on this Form are to be offered on a delayed or continuous basis pursuant to Rule 415 under the Securities Act of 1933,check the following box:If this Form is filed to register additional securities for an offering pursuant to Rule 462(b)under the Securities Act,please

6、check the following box and list the Securities Act registrationstatement number of the earlier effective registration statement for the same offering If this Form is a post-effective amendment filed pursuant to Rule 462(c)under the Securities Act,check the following box and list the Securities Act

7、registration statement number of the earliereffective registration statement for the same offering.If this Form is a post-effective amendment filed pursuant to Rule 462(d)under the Securities Act,check the following box and list the Securities Act registration statement number of the earliereffectiv

8、e registration statement for the same offering.Indicate by check mark whether the registrant is a large accelerated filer,an accelerated filer,a non-accelerated filer,a smaller reporting company or an emerging growth company.See thedefinitions of“large accelerated filer,”“accelerated filer,”“smaller

9、 reporting company”and“emerging growth company”in Rule 12b-2 of the Exchange Act.Large accelerated filerAccelerated filerNon-accelerated filerSmaller reporting company Emerging growth company If an emerging growth company,indicate by check mark if the registrant has elected not to use the extended t

10、ransition period for complying with any new or revised financial accountingstandards provided to Section 7(a)(2)(B)of the Securities Act.The registrant hereby amends this registration statement on such date or dates as may be necessary to delay its effective date until the registrant shall file a fu

11、rther amendmentwhich specifically states that this registration statement shall thereafter become effective in accordance with Section 8(a)of the Securities Act of 1933,as amended,or until theregistration statement shall become effective on such date as the Securities and Exchange Commission,acting

12、pursuant to said Section 8(a),may determine.2025/7/4 08:56gevi_s1a.htmhttps:/www.sec.gov/Archives/edgar/data/894556/000164033425001108/gevi_s1a.htm1/125 The information in this preliminary prospectus is not complete and may be changed.We may not sell these securities until the registration statement

13、 filed with the Securities andExchange Commission is effective.This preliminary prospectus is not an offer to sell these securities and is not soliciting an offer to buy these securities in any state where the offer orsale is not permitted.PRELIMINARY PROSPECTUS,SUBJECT TO COMPLETION,DATED JULY 2,20

14、25 1,250,000 Shares of Common Stock Representatives Warrants to purchase up to 62,500 Shares of Common Stock62,500 Shares of Common Stock underlying the Representatives Warrants General Enterprise Ventures,Inc.This is a firm commitment public offering of General Enterprise Ventures,Inc.,a Wyoming co

15、rporation(the“Company,”“GEVI,”“we,”“us,”or“our”).We are offering 1,250,000 shares ofcommon stock,par value$0.0001 per share(the“Common Stock”),at an assumed offering price of$12.00 per share of Common Stock,which is the midpoint of the range of$11.00 to$13.00per share,assuming a reverse stock split

16、of the outstanding Common Stock of the Company at a 1-for-6 ratio(such reverse stock split,together with the proposed reverse stock split of ouroutstanding Series A Preferred Stock at the same ratio,the“Reverse Stock Split”).We are also seeking to register(i)warrants to purchase 62,500 common shares

17、(or warrants to purchase 71,875 common shares if the underwriters exercise the over-allotment option in full)(the“Representatives Warrants”),being issued to the representative of the underwriters(the“Representative”)in connection with the offering,as well as(ii)62,500 common shares(or 71,875common s

18、hares if the underwriters exercise the over-allotment option in full)issuable upon exercise of the Representatives Warrants at an exercise price of$15.00 per share(125%of theassumed initial public offering price).Immediately after this offering,Mr.Theodore Ralston,our President,Chief Executive offic

19、er and Chairman of the Board of Directors,will control approximately 81.3%of our voting powerthrough his ownership of Series A Preferred Stock,par value$0.0001 per share(the“Series A Preferred Stock”)(or 81.3%of our voting power if the underwriters option to purchase additionalshares is exercised in

20、 full).As a result,we expect to be a controlled company within the meaning of the corporate governance standards of the NYSE American LLC(“NYSE American”)following the consummation of this offering.Prior to this offering,our Common Stock is quoted on the OTCID Basic Market(the“OTCID”),maintained by

21、OTC Markets,Inc.,under the symbol“GEVI”.On June 27,2025,the lastreported sale price of our Common Stock on the OTC Pink Open Market(which was replaced by OTCID on July 1,2025)was$2.00 per share($12.00 per share assuming the Reverse StockSplit).We intend to apply to list our shares of Common Stock on

22、 NYSE American under the symbol“MFB”.No assurance can be given that our application will be approved or that a tradingmarket will develop.This offering is contingent upon the approval of such application.If our Common Stock is not approved for listing on NYSE American,we will not consummate thisoffe

23、ring.The actual public offering price of the Common Stock will be determined between the underwriters and us at the time of pricing,considering our historical performance and capital structure,prevailing market conditions,and overall assessment of our business,and may be at a discount to the current

24、 market price.Therefore,the assumed public offering price per share usedthroughout this prospectus may not be indicative of the actual public offering price for the Common Stock.See“Determination of Offering Price”for additional information.Unless otherwise noted,the share and per share information

25、in this prospectus reflects,other than in our financial statements and the notes thereto,the proposed Reverse Stock Split of theoutstanding Series A Preferred Stock and Common Stock of the Company at a 1-for-6 ratio,as well as the resulting change to the conversion rate of the Series C Convertible P

26、referred Stock(defined below)from 1-for-20 to 1-for-3 and one third,both of which would occur following the time that the registration statement of which this prospectus forms a part is declared effectiveby the Securities and Exchange Commission(the“SEC”)and prior to the closing of the offering.We a

27、re a“smaller reporting company”as defined under the federal securities laws and,as such,we have elected to comply with certain reduced reporting requirements for this prospectus andmay elect to do so in future filings.See“Risk Factors”,and“Prospectus Summary-Implications of Being a Smaller Reporting

28、 Company.”We are a“Controlled Company”as defined under the listing rules of NYSE American because,and as long as,Mr.Theodore Ralston,our President,Chief Executive officer and Chairman ofthe Board of Directors,holds more than 50%of the Companys outstanding voting power,he will exercise control over t

29、he management and affairs of the Company and matters requiringstockholder approval,including the election of the Companys directors.For so long as we remain a Controlled Company under that definition,we are permitted to elect,and intend,to rely oncertain exemptions from the corporate governance rule

30、s of NYSE American,including:an exemption from the rule that a majority of our board of directors must be independent directors;an exemption from the rule that the compensation of our officers must be determined or recommended to the board of directors by a majority of our independent directors or b

31、y acompensation committee that is composed entirely of independent directors;and an exemption from the rule that our director nominees must be selected or recommended by a majority of the independent directors or by a nominating committee composedsolely of independent directors.Investing in our Comm

32、on Stock involves risks.See“Risk Factors”beginning on page 11.2025/7/4 08:56gevi_s1a.htmhttps:/www.sec.gov/Archives/edgar/data/894556/000164033425001108/gevi_s1a.htm2/125 Neither the Securities and Exchange Commission nor any state securities commission has approved or disapproved of these securitie

33、s or determined if this prospectus is truthful orcomplete.Any representation to the contrary is a criminal offense.Per Share ofCommon Stock Total Public offering price$Underwriting discounts and commissions(1)$Proceeds,before expenses,to us(2)$(1)Does not include a non-accountable expense allowance

34、equal to 1%of the gross proceeds of this offering payable to Univest Securities LLC,the Representative of the underwriters.Wehave also agreed to issue Representatives Warrants(as defined below)to the Representative(as defined below)or its designees to purchase shares of our Common Stock and to reimb

35、ursethe underwriters for certain accountable expenses.See“Underwriting”for a description of the compensation payable to the underwriters.(2)The amount of offering proceeds to us presented in this table does not give effect to any exercise of the:(i)over-allotment option we have granted to the Repres

36、entative as described belowor(ii)the Representatives Warrants.We have granted a 45-day option to Univest Securities,LLC,as representative of the underwriters(the“Representative”),exercisable one or more times in whole or in part,to purchase up to anadditional 187,500 shares of Common Stock.The aggre

37、gate amount of shares of our Common Stock sold pursuant to the Representatives option may not exceed 15%of the total shares of ourCommon Stock sold in this offering.We will issue to the Representative or its designees,at the closing of this offering,warrants to purchase up to a number of shares of C

38、ommon Stock equal to five percent(5%)of the aggregatenumber of shares of Common Stock sold in this offering at an exercise price equal to 125%of the public offering price per share of Common Stock.The Representatives Warrants will beexercisable immediately upon issuance and will expire five years fr

39、om the commencement of sales of the securities issued in this offering.See“Underwriting”for more information onunderwriter compensation.This prospectus also relates to the Common Stock issuable upon exercise of the Representatives Warrants.Delivery of the securities by the underwriters to the purcha

40、sers is expected to be made on or about,2025.Sole Book-Running Manager The date of this prospectus is ,2025.2025/7/4 08:56gevi_s1a.htmhttps:/www.sec.gov/Archives/edgar/data/894556/000164033425001108/gevi_s1a.htm3/125 TABLE OF CONTENTS PageProspectus Summary1The Offering6Summary Financial Data8Cautio

41、nary Note Regarding Forward-Looking Statements9Risk Factors11Use of Proceeds24Capitalization25Dilution26Managements Discussion and Analysis of Financial Condition and Results of Operations27Business39Directors and Executive Officers58Executive Compensation53Security Ownership of Certain Beneficial O

42、wners and Management65Certain Relationships and Related Party Transactions and Director Independence67Description of Securities69Dividend Policy74Shares Eligible for Future Sale75Underwriting76Material Tax Considerations81Legal Matters84Experts84Where You Can Find More Information84Index to Consolid

43、ated Financial StatementsF-1 i2025/7/4 08:56gevi_s1a.htmhttps:/www.sec.gov/Archives/edgar/data/894556/000164033425001108/gevi_s1a.htm4/125Table of Contents ABOUT THIS PROSPECTUS You should rely only on the information contained in this prospectus and in any free writing prospectus prepared by or on

44、behalf of the Company and delivered or made available to you.Neither the Company,nor the underwriters,have authorized anyone to provide you with additional or different information.We are offering to sell,and seeking offers to buy,shares of ourCommon Stock only in jurisdictions where offers and sale

45、s are permitted.The information contained in this prospectus or a free writing prospectus is accurate only as of its date,regardless ofits time of delivery or of any sale of shares of our Common Stock.Our business,financial condition,operating results,and prospects may have changed since that date,a

46、nd neither the deliveryof this prospectus nor any sale made in connection with this prospectus shall,under any circumstances,create any implication that there has been no change in our affairs since the date of thisprospectus or that the information contained by reference to this prospectus is corre

47、ct as of any time after its date.References to“the Company,”“we,”“GEVI,”“us,”“our”and words of like import refer to us and our subsidiaries,including Mighty Fire Breaker,LLC,unless the context indicates otherwise.References to General Enterprise Ventures,Inc.and Mighty Fire Breaker,LLC,refer to the

48、business and operations of General Enterprise Ventures,Inc.and Mighty Fire Breaker,LLC,as thecase may be,unless the context indicates otherwise.For investors outside the United States:the Company has not done anything that would permit this offering or possession or distribution of this prospectus i

49、n any jurisdiction where action forthat purpose is required,other than in the United States.Persons outside of the United States who come into possession of this prospectus must inform themselves about,and observe anyrestrictions relating to,the offering of the shares of Common Stock and the distrib

50、ution of this prospectus outside of the United States.Industry and Market Data The market data and certain other statistical information used throughout this prospectus are based on independent industry publications,government publications and other publishedindependent sources.Some data is also bas

51、ed on our good faith estimates.The industry in which we operate is subject to a high degree of uncertainty and risk due to a variety of factors,including those described in the section entitled“Risk Factors.”These and other factors could cause results to differ materially from those expressed in the

52、se publications.ii2025/7/4 08:56gevi_s1a.htmhttps:/www.sec.gov/Archives/edgar/data/894556/000164033425001108/gevi_s1a.htm5/125Table of Contents PROSPECTUS SUMMARY This summary highlights information contained elsewhere in this prospectus.This summary does not contain all the information you should c

53、onsider before investing in the securities.Youshould read the entire prospectus carefully,including the“Risk Factors,”“Managements Discussion and Analysis of Financial Condition and Results of Operations,”and our financialstatements,including the notes thereto,appearing elsewhere in this prospectus.

54、Our Business General Enterprise Ventures,Inc.,(“GEVI,”“we,”“us,”or the“Company”)is an environmentally sustainable flame retardant and flame suppression company for the residential homeindustry.Steve Conboy,the founder of Mighty Fire Breaker,LLC,a California limited liability company(“MFB California”

55、),has been in the lumber business for over 30 years.Mr.Conboyunderstood 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 aneed,for a product that was capable of fire suppression

56、and being a fire retardant while also being safe for the environment and for human beings.Mr.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 andcontributed numerous patents toward the d

57、evelopment of a green product line that was envisioned many years ago-CitroTech.In September 2021,Mr.Conboy was introduced to theCompany.During discussions with Mr.Conboy,the Company realized that its general business acumen and financial ability could help Mr.Conboy to utilize his technical experti

58、se in theflame retardant and flame suppression industry and bring his product and vision to the market.On January 3,2022,the Company formed Mighty Fire Breaker,LLC,an Ohio limited liabilitycompany(“MFB Ohio”),with the intention to acquire all the intellectual property of MFB California,in connection

59、 with the flame retardant and flame suppression segments of theenvironmental industry,including patents and pending patents.On April 13,2022,the Company,MFB Ohio,MFB California and Mr.Conboy,the sole member of MFB California,entered into a Purchase Agreement(the“Purchase Agreement”),pursuantto which

60、 the Company(i)acquired all membership interests of MFB California,(ii)acquired all intellectual property owned by MFB California and Mr.Conboy,(iii)issued 1,000,000 sharesof Series C Convertible Preferred Stock,par value of$0.0001 per share of the Company(“Series C Convertible Preferred Stock”),val

61、ued at$4,200,000 at closing to Mr.Conboy and(iv)agreed to provide a 10%royalty to Mr.Conboy on gross sales before taxes of the MFB Ohio product.Since MFB Ohio acquired MFB California and the intellectual property from MFB California and Mr.Conboy,the Company has continued to develop many formulation

62、s based on itsintellectual property and Mr.Conboy has remained involved with the Company as a technical consultant.Mr.Conboy is not an employee of the Company.His management and his servicesinclude supervision of product blending at the Companys facility located in Oceanside,California according to

63、the formulas developed by Mr.Conboy,and the development of new productsand formulas as the Companys Chief Technology Officer,pursuant to the Consulting Agreement discussed below.In addition,Mr.Conboy utilizes his network in the fire retardant and flamesuppression industry to make introductions to pr

64、ospective customers and form strategic relationships for the Company.The Purchase Agreement contemplated the parties entering into a separate royalty agreement related to sales of the MFB Ohio product.However,the Company and Mr.Conboy mutuallyagreed not to enter into a separate royalty agreement and

65、 instead entered into a Consulting Agreement,dated January 26,2025,effective as of March 1,2025(the“Consulting Agreement”).Pursuant to the Consulting Agreement,Mr.Conboy will serve as the Companys Chief Technology Officer,Mr.Conboy will receive a monthly fee of$35,000 beginning on March 1,2025,and t

66、he Company has 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 PurchaseAgreement also states that Mr.Conboy is entitled to appoint one member on the Board of Directors of the Company.As of the date o

67、f this prospectus,Mr.Conboy has not exercised suchright.Our current product is CitroTech,which is utilized in wildfire defense and to treat lumber to inhibit fire.In addition,we are developing a coating to treat lumber during manufacture prior todistribution Our product is sustainable,because it is

68、made of food-grade ingredients derived from corn,fruits and other renewable sources.Our current customer base is mainly comprisedof homeowners,developers and fire departments in 11 Western States.Homeowners and developers use our product to proactively spray wood framing during construction to treat

69、 theproperty 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 ourproduct to proactively spray around controlled burns and areas that traditionally have active wildfire risk to prev

70、ent expansion of the burn area.As of the date of this prospectus,the Company has received the EPA Safer Choice award twice and has been awarded the UL GreenGuard Gold status(demonstrates minimal impact on theindoor environment in the long period).CitroTech is the first and only EPA recognized fire r

71、etardant(safe for the environment)that has been adopted by departments throughout the State ofCalifornia.In addition,MFB Ohio entered into a Partnership Agreement between MFB Ohio and the U.S.Environmental Protection Agency(the“EPA”)on August 26,2022(the“EPAPartnership Agreement”).Under the EPA Part

72、nership Agreement,MFB Ohio agreed to participate in EPA Safer Choices surveillance and auditing program,which consists primarily of annualdesk audits and triennial on-site audits.The EPA Partnership Agreement has a term of three years and may be renewed by mutual agreement prior to the expiration da

73、te.During the 2025,theCompany plans to initiate the audit process with the EPA to review the Partnership Agreement.The Company intends to expand its patent portfolio and technology into areas previously thought of as toxic and carcinogenic and provide environmentally safe product alternatives.MFBOhi

74、o has developed and is in the initial phases of marketing wood coatings using its safe,environmentally friendly technology.MFB Ohio provides a self-contained sprinkler systemcontaining its patented CitroTech product that can be proactively deployed in advance of wildfires(the“Proactive Wildfire Defe

75、nse System”)on residential and commercial properties,thereby reducing the fire risk to the structures.The Company is also in discussions with insurance companies to reduce the fire risk and help ensure properties in the Wilderness Urban Interface,a transitional zone where developed areasmeet wildern

76、ess and face heightened risk of catastrophic wildfires,remain insurable.There is a wildfire base insurance shortage in 11 Western States.In those States,insurance companies arerefusing to provide coverage on new construction and will not renew existing policies,resulting in cancelation of polices.MF

77、B Ohio is partnering with a large insurance broker to offerinsurance to our customers if they utilize our Proactive Wildfire Defense System in their properties.Our product is currently in the proof-of-concept phase and beginning to generate revenuesacross several markets.Our management is comprised

78、of four individuals:Thedore Ralston,our Chief Executive officer and Chairman of the Board of Directors,Nanuk Warman,our Chief Financial Officer,StephenConboy,who is our Chief Technology Officer and Anthony Newton,who is our General Counsel.As of the date of this prospectus,Mr.Ralston has approximate

79、ly 85%of the voting powerthrough his ownership of Series A Preferred Stock,which has super voting rights,and substantially controls all corporate matters.12025/7/4 08:56gevi_s1a.htmhttps:/www.sec.gov/Archives/edgar/data/894556/000164033425001108/gevi_s1a.htm6/125Table of contents Business Model Prin

80、cipal product,services and markets The Companys 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 dispersionand fire inhibition chemistry and technology.The Company and MFB have obtained m

81、ultiple certifications and accreditations in this industry for their CitroTech product,such as being theonly United States Environmental Protection Agency(“EPA”)Safer Choice approved,long-term fire retardant,awarded UL GreenGuard Gold status,California Bioassay water approval,andthe Laboratory for E

82、nvironmental Narrative Strategies.The EPA Safer Choice award recognizes achievements in the design,manufacture,promotion,selection and use of products with saferchemicals,that furthers outstanding or innovative source reduction,including work that results in cleaner air or water.UL GreenGuard Gold r

83、ecognizes demonstrated product sustainabilityand commitment to increased health through products that have low chemical emissions.The Laboratory for Environmental Narrative Strategies is an incubator that recognizes research thatcontributes to environmental sustainability.Future Markets Insights,a m

84、arket researcher in Pimpri-Chinchwad,India,projects that the fire-retardant market is forecast to be$13.6 billion dollars globally by 2034.MFB markets itsproduct to home,industrial and commercial users,as well as fire departments.Distribution methods MFB ships directly from its Oceanside,California

85、facility,and has product available to fulfill orders.The Companys product is blended in Oceanside,California according to the formulasdeveloped by Mr.Conboy,under his supervision,whereafter the product is either shipped directly to customers or delivered to the regional retailers for direct sale to

86、smaller consumers.Competitive business conditions and the Companys competitive position in the industry The fire-retardant market has been status quo for many years without significant innovation.A study at the University of Southern California published in Environmental Science andTechnology explai

87、ned 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.MFBs CitroTech is an all-green fire retardant.We feel that MFBs product will be sold at amounts tha

88、t can be competitive in many markets,including westernstates 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 rapidlyand is becoming increasingly competitive.Competitors,such as

89、Perimeter Solutions,SA have longer operating histories,larger customer bases,greater brand recognition and significantlygreater 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 devotes

90、ubstantially more resources to marketing,website and systems development than we do.Patents,trademarks and licenses and their duration MFB currently holds 31 granted patents and 56 pending patent applications.The granted patents include MFBs main chemistry and applications.MFB has 21 trademarks and

91、variouscopyrights.22025/7/4 08:56gevi_s1a.htmhttps:/www.sec.gov/Archives/edgar/data/894556/000164033425001108/gevi_s1a.htm7/125Table of contents Need for government approval of principal product or services.Use of MFBs product on government land may require governmental permits and certifications fr

92、om the EPA.MFB is in the process of determining the scope of any permit and certificationrequirements.Once completed,MFB will obtain required permits and certificates.Effect of existing or probable government regulations on the business MFB tracks all proposed regulatory changes and makes commercial

93、ly reasonable efforts to comply in advance.MFB maintains an advisory board of retired high level fire officials that watchsuch changes for the Company.MFB also retains legal counsel that is experienced in this regard.Cost and effects of compliance with environmental laws Expenses for initial permit

94、and certification applications with the EPA have been paid.MFB expects annual costs for EPA certifications to be not more than$10,000.We believe that the onlycertification required for our product is with the EPA.Recent Developments Proposed Listing on NYSE American Our Common Stock is currently quo

95、ted on the OTCID under the symbol“GEVI”.In connection with this offering,we intend to apply to list our Common Stock on NYSE American under thesymbol“MFB”.If our listing application is approved,we expect to list our Common Stock on NYSE American upon consummation of the offering,at which point our C

96、ommon Stock willcease to be quoted on the OTCID.No assurance can be given that our listing application will be approved.This offering will only be consummated if NYSE American approves the listing ofour Common Stock.NYSE American listing requirements include,among other things,a stock price threshol

97、d.As a result,prior to effectiveness,we intend to take the necessary steps to meetNYSE American listing requirements,including but not limited to consummating the Reverse Stock Split.If NYSE American does not approve the listing of our Common Stock,we will notproceed with this offering.There can be

98、no assurance that our Common Stock will be listed on NYSE American.Reverse Stock Split On April 15,2025,our Board of Directors and our stockholders that have a majority of our voting power approved an amendment to our articles of incorporation(as amended,the“Articles ofIncorporation”)to effect the R

99、everse Stock Split(which includes the outstanding Series A Preferred Stock and Common Stock of the Company at a 1-for-6 ratio)following the effective timeon which the registration statement of which this prospectus forms a part is declared effective by the SEC but prior to the closing of this offeri

100、ng.We intend for the Board of Directors to effectsuch Reverse Stock Split in connection with the consummation of this offering and our intended listing of our Common Stock on NYSE American;however,we cannot guarantee that suchReverse Stock Split will be necessary or will occur in connection with the

101、 listing of our Common Stock on NYSE American,or that NYSE American will approve our initial listingapplication for our Common Stock upon such Reverse Stock Split.The Reverse Stock Split will not impact the number of authorized shares of Common Stock,which will remain at 1,000,000,000 shares.Unless

102、otherwise noted,the share and per shareinformation in this prospectus reflects,other than in our historical financial statements and the notes thereto,the proposed Reverse Stock Split at a ratio of 1-for-6 to occur following theeffective time on which the registration statement of which this prospec

103、tus forms a part is declared effective by the SEC but prior to the closing of this offering.Summary of Risks Associated with our Business and Operations Our business is subject to a number of risks that you should be aware of before making an investment decision to purchase our securities.You should

104、 carefully consider all of the informationset forth in this prospectus and,in particular,should evaluate the specific factors set forth in the section titled“Risk Factors”beginning on page 11 in deciding whether to invest in oursecurities.Significant risks include,but are not limited to,the followin

105、g:32025/7/4 08:56gevi_s1a.htmhttps:/www.sec.gov/Archives/edgar/data/894556/000164033425001108/gevi_s1a.htm8/125Table of contents Risks Relating to this Offering and our Reverse Stock-Split Investors in this offering will experience immediate and substantial dilution in net tangible book value.Our ma

106、nagement will have broad discretion over the use of proceeds from this offering and may not use the proceeds effectively.Even if the Reverse Stock Split of our Common Stock currently achieves the requisite increase in the market price of our Common Stock for listing of our Common Stock,wecannot assu

107、re you that the market price of our Common Stock will remain high enough for the Reverse Stock Split to have the intended effect of complying with the minimumbid price requirement for continued listing.Subject to the requirements of controlled company status,there can be no assurance that we will be

108、 able to comply with continued listing standards,a failure of which couldresult in a delisting of our Common Stock.The Reverse Stock Split may decrease the liquidity of the shares of our Common Stock.Following the Reverse Stock Split,the resulting market price of our Common Stock may not attract new

109、 investors,including institutional investors,and may not satisfy theinvesting requirements of those investors.Consequently,the trading liquidity of our Common Stock may not improve.As a result of the timing of the Reverse Stock Split,uplisting to NYSE American and pricing of this offering,potential

110、investors will not have an opportunity to check theactual post-split market price before confirming their purchases in this offering.Risks Relating to our Common Stock and Securities Our stock price has fluctuated in the past,has recently been volatile and may be volatile in the future,and as a resu

111、lt,investors in our Common Stock could incur substantiallosses.Offers or availability for sale of a substantial number of shares of our Common Stock may cause the price of our Common Stock to decline.We do not expect to declare any Common Stock cash dividends in the foreseeable future.Risks Relating

112、 to Our Business The report of the independent registered public accounting firm on our 2024 and 2023 financial statements contains a going concern qualification.We are controlled by one principal stockholder who serves as our Chairman of the Board,President and Chief Executive Officer.Because the p

113、rincipal stockholder controls theoutcome of all stockholder votes and thus,the vote of other stockholders is less valuable.If we are unable to expand our base of customers,our future growth and operating results could be adversely affected.If we are unable to expand our base of raw material supplier

114、s,our future growth and operating results could be adversely affected.Various factors outside our direct control may adversely affect manufacturing and distribution of our product.Interruption of our supply chain could affect our ability to produce or deliver our product and could negatively impact

115、our business and profitability.We are subject to the seasonality of wildfires that may occur by acts of God that are inconsistent and unpredictable.We are relying exclusively on the skills and expertise of a four person management team:Thedore Ralston,our Chief Executive officer and Chairman of the

116、Board of Directors,Nanuk Warman,our Chief Financial Officer,Stephen Conboy,who is our Chief Technology Officer and Anthony Newton,who is our General Counsel,and none of ourexecutive officers are full-time employees,which may impede our ability to carry on our business.Since we have a limited operati

117、ng history,it is difficult for potential investors to evaluate our business.We do not currently have sufficient cash flow to maintain our business.Increased operating costs and obstacles to cost recovery due to the pricing and cancelation terms of our raw materials and support services contracts may

118、 constrain our ability tomake a profit.Governmental regulations relating to environmental product may subject us to significant liability.If we do not have sufficient product liability insurance,we may be subject to claims that are in excess of our net worth.Risks Relating to our Indebtedness We are

119、 highly leveraged.We could incur additional indebtedness in the future.If new indebtedness is added to our current debt levels,the related risks we now face could increase.Risks Relating to MFB Changes in consumer preferences or discretionary consumer spending could harm our performance.We may becom

120、e subject to potential claims for product liability.Increases in prices of commodities needed to manufacture our product could adversely affect profitability.42025/7/4 08:56gevi_s1a.htmhttps:/www.sec.gov/Archives/edgar/data/894556/000164033425001108/gevi_s1a.htm9/125Table of contents Our Corporate I

121、nformation We were originally incorporated in Nevada on March 14,1990.Our principal executive offices are located at 1740H Del Range Blvd,Suite 166,Cheyenne,Wyoming 82009.Our telephonenumber is(800)401-4535,and our email address is .Our websites are and .We do not incorporate the information on or a

122、ccessible through our websites into this Registration Statement,and you should not consider any information on,or that can be accessed through,our websites a part of this Registration Statement.Implications of Being a Smaller Reporting Company We are a“smaller reporting company,”as defined in the Se

123、curities Exchange Act of 1934,as amended(the“Exchange Act”),meaning that the market value of our stock held by non-affiliatesis less than$700 million as of our most recently completed second fiscal quarter and our annual revenue was less than$100 million during our most recently completed fiscal yea

124、r.We maycontinue to be a smaller reporting company if either(i)the market value of our stock held by non-affiliates is less than$250 million or(ii)our annual revenue was less than$100 millionduring the most recently completed fiscal year and the market value of our stock held by non-affiliates is le

125、ss than$700 million as of our most recently completed second fiscal quarter.As asmaller reporting company,we are permitted and intend to rely on exemptions from certain disclosure requirements that are applicable to other public companies that are not smaller reportingcompanies.As a result of qualif

126、ying as a smaller reporting company,to the extent we take advantage of the allowable reduced reporting burdens,the information that we provide to our stockholders maybe different than what you might receive from other public reporting companies in which you hold equity interests.Implications of bein

127、g a Controlled Company As long as Mr.Theodore Ralston,our President,Chief Executive officer and Chairman of the Board of Directors holds more than 50%of the voting power of our Company,we will be a“controlled company”as defined under the listing rules of NYSE American.As a controlled company,we are

128、permitted to rely on certain exemptions from the corporate governance rules ofNYSE American,including:an exemption from the rule that a majority of our board of directors must be independent directors;an exemption from the rule that the compensation of our officers must be determined or recommended

129、to the board of directors by a majority of our independent directors or bya compensation committee that is composed entirely of independent directors;and an exemption from the rule that our director nominees must be selected or recommended by a majority of the independent directors or by a nominatin

130、g committee composedsolely of independent directors.We intend to rely on the“controlled company”exemption under the listing rules of NYSE American.As a result,you may not have the same protection afforded to stockholders of companiesthat are subject to these corporate governance requirements.52025/7

131、/4 08:56gevi_s1a.htmhttps:/www.sec.gov/Archives/edgar/data/894556/000164033425001108/gevi_s1a.htm10/125Table of contents THE OFFERING Common Stock offered by us:1,250,000 shares of Common Stock(or up to 1,437,500 shares if the underwriters exercise the over-allotment option in full),based on anassum

132、ed public offering price of$12.00 per share(which is the midpoint of the range of$11.00 to$13.00 per share).Common stock outstanding prior to thisoffering:11,014,476 shares.(1)Common stock to be outstandingupon completion of this offering:12,264,476 shares(assuming no exercise of the over-allotment

133、option and no exercise of the Representatives Warrants).(1)Over-allotment option:We have granted the underwriters an option to purchase from us up to an additional 187,500 shares of Common Stock within 45 days fromthe date of this prospectus solely to cover over-allotments,if any,at the public offer

134、ing price per share,less underwriting discounts andcommissions.Use of proceeds:We expect the net proceeds from this offering will be approximately$15 million dollars,based on an assumed public offering price of$12.00per share,after giving effect to the Reverse Stock Split and deducting underwriting

135、fees,discounts and estimated offering expenses.We intend to use the net proceeds from this offering as follows:(i)Approximately 40%for working capital,human resources,and general corporate purposes;(ii)Approximately 50%to be used for production and inventory;and(iii)Approximately 10%to be used for m

136、arketing.Representatives Warrants:The registration statement of which this prospectus forms a part also registers for sale Representatives Warrants to purchase up to 5%of theaggregate number of shares of Common Stock sold in this offering,including any shares of Common Stock to cover over-allotments

137、,if any,to the Representative,and the shares of Common Stock underlying the Representatives Warrants,as a portion of the underwritingcompensation payable to the Representative in connection with this offering.The Representatives Warrants will be exercisable immediatelyupon issuance and will expire f

138、ive years after the commencement of sales of the securities issued in this offering at an exercise price equal to125%of the public offering price per share of Common Stock in this offering.Please see“UnderwritingRepresentatives Warrants”for amore detailed description of these warrants.Dividend polic

139、y:We do not anticipate paying any cash dividends on our Common Stock.We expect that,for the foreseeable future,any earnings will bereinvested in our business.Trading symbol:Our symbol on the OTCID is“GEVI”.We intend to apply to have our Common Stock listed on NYSE American under the symbol“MFB”,whic

140、h has been reserved for us by the NYSE American and if necessary,we intend to effect the Reverse Stock Split of our Common Stock inorder to obtain NYSE American approval for our listing of our Common Stock.We cannot guarantee that NYSE American will approve ourinitial listing application for our Com

141、mon Stock upon such Reverse Stock Split.If our listing application is not approved by NYSEAmerican,we will not be able to consummate this offering and will terminate the offering.62025/7/4 08:56gevi_s1a.htmhttps:/www.sec.gov/Archives/edgar/data/894556/000164033425001108/gevi_s1a.htm11/125Table of co

142、ntents Risk Factors:You should carefully read and consider the information set forth under the heading“Risk Factors,”beginning on page 12 of this prospectusand all other information set forth in this prospectus before deciding to invest in our Common Stock.Lock-up Agreements:We and our directors,off

143、icers and stockholders of greater than 5%of our outstanding shares of Common Stock(or securities convertible orexercisable for such Common Stock)have agreed with the Representative not to offer for sale,issue,sell,contract to sell,pledge orotherwise dispose of any of our Common Stock or securities c

144、onvertible into or exercisable for Common Stock for a period of 180 days fromthe date of effectiveness of the registration statement of which this prospectus forms a part.See“UnderwritingLock-Up Agreements.”Transfer Agent Registrar:Colonial Stock Transfer Co.,Inc.(1)Unless we indicate otherwise,the

145、number of shares of our Common Stock is based on 66,086,853 shares of Common Stock outstanding as of June 27,2025,and gives effect to the ReverseStock Split.Except as otherwise indicated,all information in this prospectus:assumes that the public offering price is$12.00 per share(which is the midpoin

146、t of the range of$11.00 to$13.00 per share,after giving effect to the Reverse StockSplit);is based on 11,014,476 shares of Common Stock issued and outstanding as of June 27,2025(after giving effect to the Reverse Stock Split);assumes no exercise of the Representatives Warrants;assumes no exercise by

147、 the Representatives option to purchase up to an additional 187,500 shares of Common Stock to cover over-allotments,if any;does not reflect 1,118,959 shares of Common Stock issuable upon exercise of common stock purchase warrants with an exercise price of$3.00(after giving effect tothe Reverse Stock

148、 Split);does not reflect 1,770,833 shares of Common Stock issuable upon conversion of the notes with a one year maturity that were entered into between the Company andcertain investors from November 2024 to February 2025,with an aggregate principal amount of$4,250,000,assuming a conversion price of$

149、2.40(after giving effect tothe Reverse Stock Split),which conversion price represents the lower of the following prices at which such notes may convert:$2.40 or 70%of the public offeringprice of this offering;does not reflect 266,988 shares of Common Stock issuable upon conversion of a note between

150、the Company and TC Special Investments,LLC datedDecember 31,2024,that has an aggregate principal amount of$576,693,a one year maturity,and a fixed conversion price of$2.16(after giving effect to the ReverseStock Split);and does not reflect 6,788,357 shares of Common Stock issuable upon conversion of

151、 2,036,507 shares of Series C Convertible Preferred Stock(after giving effect to theReverse Stock Split)that are convertible on demand by the stockholder at the rate of approximately 3.34 shares of Common Stock for each share of Series CConvertible Preferred Stock.72025/7/4 08:56gevi_s1a.htmhttps:/w

152、ww.sec.gov/Archives/edgar/data/894556/000164033425001108/gevi_s1a.htm12/125Table of contents SUMMARY FINANCIAL DATA The following information as of December 31,2024 and 2023,and for the years then ended,has been derived from our audited consolidated financial statements which appear elsewhere inthis

153、 prospectus and the following information as of March 31,2025 and for the three months ended March 31,2025 and 2024,has been derived from our unaudited interim consolidatedfinancial statements which appear elsewhere in this prospectus.The following summary financial data should be read in conjunctio

154、n with the sections entitled“Capitalization”and “Managements Discussion and Analysis of Financial Condition andResults of Operations”,each of which are included elsewhere in this prospectus.Our historical results for the periods presented below are not necessarily indicative of the results to be exp

155、ected for any future periods.Consolidated Statements of Operations Information:For the Three Months Ended For the Years Ended March 31,December 31,2025 2024 2024 2023 Revenue$969,382$433,018$808,372$520,645 Operating expenses$4,427,838$3,069,564$6,113,050$10,618,583 Loss from operations$(3,458,456)$

156、(2,636,546)$(5,304,678)$(10,097,938)Other expense$(7,444,948)$(883,164)$(1,577,044)$(4,328)Net loss$(10,903,404)$(3,519,710)$(6,881,722)$(10,102,266)Weighted average common shares outstanding-basic and diluted 47,889,844 92,232,946 50,296,518 96,663,470 Net loss per common share-basic and diluted$(0

157、.23)$(0.04)$(0.14)$(0.10)Consolidated Balance Sheet Information:As ofMarch 31,As ofDecember 31,2025 2024 2023 Current assets$5,008,943$1,617,478$1,218,056 Long term assets$4,042,808$3,860,212$4,085,088 Current liabilities$4,960,105$2,161,883$1,617,785 Noncurrent liabilities$-$-$50,047 Series A Prefe

158、rred Stock,par value$0.0001 per share,designated 10,000,000 shares;10,000,000 shares issued andoutstanding$1,000$1,000$1,000 Series C Convertible Preferred Stock,par value$0.0001 per share,designated 10,000,000 shares;2,450,138,3,001,969and 2,273,499 issued and outstanding,respectively$245$300$227 C

159、ommon Stock par value$0.0001 per share,authorized 1,000,000,000 shares;52,378,201,36,841,581 and 97,545,388shares issued and outstanding,respectively$5,238$3,684$9,755 Additional paid in capital$91,353,955$79,676,211$72,427,996 Common Stock to be issued-0,0 and 500,000 shares,respectively -$-$180,00

160、0 Subscription received-0,0 and 183,333 shares of Series C Convertible Preferred stock to be issued,respectively$-$-$500,000 Accumulated deficit$(87,268,792)$(76,365,388)$(69,483,666)Total stockholders equity$4,091,646$3,315,807$3,635,312 82025/7/4 08:56gevi_s1a.htmhttps:/www.sec.gov/Archives/edgar/

161、data/894556/000164033425001108/gevi_s1a.htm13/125Table of contents CAUTIONARY NOTE REGARDING FORWARD-LOOKING STATEMENTS This prospectus contains“forward-looking statements,”all of which are subject to risks and uncertainties.Forward-looking statements can be identified by the use of words such as“ex

162、pects,”“plans,”“will,”“forecasts,”“projects,”“intends,”“estimates,”and other words of similar meaning.One can identify them by the fact that they do not relate strictly to historical or current facts.These statements are likely to address our growth strategy,financial results and product and develop

163、ment programs.One must carefully consider any such statement and should understand thatmany factors could cause actual results to differ from our forward-looking statements.These factors may include inaccurate assumptions and a broad variety of other risks and uncertainties,including some that are k

164、nown and some that are not.No forward-looking statement can be guaranteed and actual future results may vary materially.These risks and uncertainties,many of which are beyond our control,include,and are not limited to:Risk of going concern opinion from our auditors,indicating the possibility that we

165、 may not continue to operate;Due to limited operating history,it may be difficult for potential investors to evaluate our business;Investors in this offering will experience immediate and substantial dilution in net tangible book value;Our management will have broad discretion over the use of procee

166、ds from this offering and may not use the proceeds effectively;Even if the Reverse Stock Split increases the market price of our Common Stock and we meet initial listing requirements,there can be no assurance that we will be able tocomply with continued listing standards,a failure of which could res

167、ult in a delisting of our Common Stock;Our stock price has fluctuated in the past,has recently been volatile and may be affected by limited trading volume and price fluctuations;It cannot be assured that the market price of our Common Stock will remain high enough to list our Common Stock following

168、our planned Reverse Stock Split;The Reverse Stock Split may decrease the liquidity of our shares and may not attract new investors,including institutional investors;Upon exercise of our outstanding options or warrants and upon conversion of our Series C Convertible Preferred Stock,we will be obligat

169、ed to issue a substantial number ofadditional shares of Common Stock which will dilute our present stockholders and may cause our stock price to decline;We may issue preferred stock without approval of our stockholders and have other antitakeover defenses which may make it more difficult for a third

170、 party to acquire us andcould depress our stock price;We do not intend to pay cash dividends for the foreseeable future;Our ability to raise the necessary financing for the development of our business and the terms of any financing which we are able to raise;Our ability to obtain and enforce any Uni

171、ted States and foreign intellectual property we may seek;Our ability to generate sufficient revenue from our contract services to cover our operating expenses;92025/7/4 08:56gevi_s1a.htmhttps:/www.sec.gov/Archives/edgar/data/894556/000164033425001108/gevi_s1a.htm14/125Table of contents Our ability t

172、o establish a distribution network for the marketing and sale of any of our product;Our ability to establish manufacturing facilities in compliance with EPA manufacturing practices or to enter into manufacturing agreements for the manufacture of our product inan EPA approved manufacturing facility;O

173、ur ability to enter into a joint venture or other strategic relationship with respect to any of our proposed product;The ability of the other party to any joint venture or strategic relationship to implement successfully any plans for the development,manufacturing and marketing of our productsubject

174、 to the joint venture or strategic relationship;Our ability to evaluate potential acquisitions,and the consequences of our failure to accurately evaluate the acquisitions;Our ability to integrate any business we acquire with our business;Changes in national,regional and local government regulations,

175、taxation,controls and political and economic developments in the market for our product;Our ability to obtain and maintain any permits or licenses necessary for our business;Our ability to identify,hire and retain qualified executive,administrative,regulatory,research and development,and other perso

176、nnel;Our ability to negotiate distribution on favorable terms with companies that have experience in marketing product such as ours;The costs associated with defending and resolving pending and potential legal claims,even if such claims are without merit;The effects of competition on our product and

177、 to price,market and sell our product;Our ability to achieve favorable pricing for our product with third party material suppliers;Our ability to accurately estimate anticipated expenses,capital requirements and needs for additional financing;Our ability to accurately estimate the timing,cost or oth

178、er aspects of the commercialization of our product candidates;Actions by third parties to either sell or purchase our Common Stock in quantities that would have a significant effect on our stock price;Risks generally associated with development stage companies;Current and future economic and politic

179、al conditions;The impact of changes in accounting rules on our financial statements;and Other assumptions described in this prospectus.The forward-looking statements in this prospectus speak only as of the date of this prospectus and you should not place undue reliance on any forward-looking stateme

180、nts.Forward-lookingstatements are subject to certain events,risks,and uncertainties that may be outside of our control.When considering forward-looking statements,you should carefully review the risks,uncertainties and other cautionary statements in this prospectus as they identify certain important

181、 factors that could cause actual results to differ materially from those expressed in or implied bythe forward-looking statements.102025/7/4 08:56gevi_s1a.htmhttps:/www.sec.gov/Archives/edgar/data/894556/000164033425001108/gevi_s1a.htm15/125Table of contents RISK FACTORS An investment in our Common

182、Stock involves a high degree of risk.You should carefully consider the risks described below together with all of the other information included in this prospectusbefore making an investment decision with regard to our securities.The statements contained in this prospectus include forward-looking st

183、atements that are subject to risks and uncertaintiesthat could cause actual results to differ materially from those set forth in or implied by forward-looking statements.The risks set forth below are not the only risks facing us.Additional risksand uncertainties may exist that could also adversely a

184、ffect our business,prospects or operations.If any of the following risks actually occurs,our business,financial condition or results ofoperations could be harmed.In that case,the trading price of our Common Stock could decline,and you may lose all or a significant part of your investment.Risks Relat

185、ing to this Offering and our Reverse Stock-Split Investors in this offering will experience immediate and substantial dilution in net tangible book value.The assumed public offering price of the shares of Common Stock is substantially higher than the pro forma net tangible book value per share of ou

186、r outstanding shares of Common Stock.As aresult,investors in this offering will incur immediate dilution of$10.76 per share based on the assumed public offering price of$12.00 per share(after giving effect to the Reverse Stock Split).Investors in this offering will pay a price per share that substan

187、tially exceeds the book value of our assets after subtracting our liabilities.See“Dilution”for a more complete description of howthe value of your investment will be diluted upon the completion of this offering.Our management will have broad discretion over the use of proceeds from this offering and

188、 may not use the proceeds effectively.Our management will have broad discretion over the use of proceeds from this offering.We intend to use the net proceeds from this offering to provide funding for the following purposes:approximately 40%of the proceeds will be used for working capital,human resou

189、rces,and general corporate purposes,approximately 50%of the proceeds will be used for production andinventory,and the remaining approximately 10%of the proceeds will be used for marketing.Our management will have considerable discretion in the application of the net proceeds,and youwill not have the

190、 opportunity,as part of your investment decision,to assess whether the proceeds are being used appropriately.The net proceeds may be used for corporate purposes that do notimprove our operating results or enhance the value of our securities.Even if the Reverse Stock Split of our Common Stock current

191、ly achieves the requisite increase in the market price of our Common Stock for listing of our Common Stock,we cannotassure you that the market price of our Common Stock will remain high enough for the Reverse Stock Split to have the intended effect of complying with minimum bid price requirementfor

192、continued listing.Even if the Reverse Stock Split achieves the requisite increase in the market price of our Common Stock to be in compliance with the minimum bid price requirement of NYSE American,therecan be no assurance that the market price of our Common Stock following the Reverse Stock Split a

193、nd closing of this offering will remain at a price per share sufficient to meet the continuedlisting standards on the NYSE American.Maintaining a low price per share for a substantial period will result in a notice from the NYSE American requiring the Company to complete theReverse Stock Split or be

194、 subject to delisting if not completed in a reasonable time.It is not uncommon for the market price of a companys Common Stock to decline in the period following aReverse Stock Split.If the market price of our Common Stock declines following the effectuation of the Reverse Stock Split,the percentage

195、 decline may be greater than would occur in theabsence of a Reverse Stock Split.In any event,other factors unrelated to the number of shares of our Common Stock outstanding,such as negative financial or operational results,couldadversely affect the market price of our Common Stock and jeopardize our

196、 ability to meet or maintain the NYSE Americans minimum trading price requirement.Subject to the requirements of controlled company status,there can be no assurance that we will be able to comply with continued listing standards,a failure of which could result in adelisting of our Common Stock.The C

197、ompany is a controlled company,because more than 50%of the voting rights are vested in one person,Theodore Ralston,our Chairman of the Board and an executive officer.Accordingly,the Company will have reduced listing standards until such time as it is no longer a controlled company.In conjunction wit

198、h this offering,we intend to apply to list our CommonStock on NYSE American.Prior to the consummation of this offering,our Common Stock was quoted on the OTCID.There is no assurance that our Common Stock will be listed or be able tocontinue to comply with the applicable listing standards.Should our

199、Common Stock be listed on NYSE American,to maintain that listing,NYSE American requires that the trading price of acompanys listed stock on NYSE American remain above one dollar in order for such stock to remain listed.If a listed stock trades below one dollar for more than 30 consecutive trading da

200、ys,then it is subject to delisting from NYSE American.In addition,to maintain a listing on NYSE American,we must satisfy minimum financial and standards,including minimum stockholdersequity,and certain corporate governance requirements.If we are unable to satisfy these requirements or standards,we c

201、ould be subject to delisting,which would have a negative effect on theprice of our Common Stock and would impair your ability to sell or purchase our Common Stock when you wish to do so.In the event of a delisting,we would expect to take actions to restoreour compliance with the listing requirements

202、,but we can provide no assurance that any such action taken by us would allow our Common Stock to become listed again,stabilize the marketprice or improve the liquidity of our Common Stock,prevent our Common Stock from dropping below the minimum bid price requirement,or prevent future non-compliance

203、 with the listingrequirements.112025/7/4 08:56gevi_s1a.htmhttps:/www.sec.gov/Archives/edgar/data/894556/000164033425001108/gevi_s1a.htm16/125Table of contents The Reverse Stock Split may decrease the liquidity of the shares of our Common Stock.The liquidity of the shares of our Common Stock may be a

204、ffected adversely by the Reverse Stock Split given the reduced number of shares that will be outstanding following the Reverse StockSplit,especially if the market price of our Common Stock does not increase as a result of the Reverse Stock Split.In addition,the Reverse Stock Split may increase the n

205、umber of stockholderswho own odd lots(less than 100 shares)of our Common Stock,creating the potential for such stockholders to experience an increase in the cost of selling their shares of Common Stock andgreater difficulty effecting such sales.Following the Reverse Stock Split,the resulting market

206、price of our Common Stock may not attract new investors,including institutional investors,and may not satisfy the investingrequirements of those investors.Consequently,the trading liquidity of our Common Stock may not improve.Although we believe that a higher market price of our Common Stock may hel

207、p generate greater or broader investor interest,there can be no assurance that the Reverse Stock Split will result ina share price that will attract new investors,including institutional investors.In addition,there can be no assurance that the market price of our Common Stock will satisfy the invest

208、ingrequirements of those investors.As a result,the trading liquidity of our Common Stock may not necessarily improve.As a result of the timing of the Reverse Stock Split,uplist to NYSE American and pricing of this offering,potential investors will not have an opportunity to check the actual post-spl

209、itmarket price before confirming their purchases in this offering.We plan to file an amendment to our articles of incorporation,as amended,to effect the Reverse Stock Split following the SEC declaring the registration statement of which this prospectusforms a part effective and prior to closing of t

210、his offering.Because such Reverse Stock Split will occur following the SEC declaring such registration statement effective and concurrently withthe pricing of this offering,potential investors will not be able to check the actual post-split market price of our Common Stock on NYSE American before co

211、nfirming purchases in the offering.Risks Relating to our Common Stock and Securities Our stock price has fluctuated in the past,has recently been volatile and may be volatile in the future,and as a result,investors in our Common Stock could incur substantial losses.Our stock price has fluctuated in

212、the past,has recently been volatile and may be volatile in the future.We may incur rapid and substantial decreases in our stock price in the foreseeable futurethat are unrelated to our operating performance or prospects.The market price for our Common Stock may be influenced by many factors,includin

213、g the following:investor reaction to our business strategy;the success of competitive products or technologies;regulatory or legal developments in the United States,especially changes in laws or regulations applicable to our product;variations in our financial results or those of companies that are

214、perceived to be similar to us;our ability or inability to raise additional capital and the terms on which we raise it;declines in the market prices of stocks generally;our public disclosure of the terms of any financing which we consummate in the future;an announcement that we have effected the Reve

215、rse Stock Split;our failure to become profitable;122025/7/4 08:56gevi_s1a.htmhttps:/www.sec.gov/Archives/edgar/data/894556/000164033425001108/gevi_s1a.htm17/125Table of contents our failure to raise working capital;cancellation of key contracts;our failure to meet financial forecasts we publicly dis

216、close;trading volume of our Common Stock;sales of our Common Stock by us or our stockholders;and general economic,industry and market conditions.These broad market and industry factors may seriously harm the market price of our Common Stock,regardless of our operating performance.Since the stock pri

217、ce of our Common Stock hasfluctuated in the past,has been recently volatile and may be volatile in the future,investors in our Common Stock could incur substantial losses.In the past,following periods of volatility in themarket,securities class-action litigation has often been instituted against com

218、panies.Such litigation,if instituted against us,could result in substantial costs and diversion of managementsattention and resources,which could materially and adversely affect our business,financial condition,results of operations and growth prospects.There can be no guarantee that our stock price

219、will remain at current prices or that future sales of our Common Stock will not be at prices lower than those sold to investors.Additionally,recently,securities of certain companies have experienced significant and extreme volatility in stock price due short sellers of shares of Common Stock,known a

220、s a“shortsqueeze.”These short squeezes have caused extreme volatility in those companies and in the market and have led to the price per share of those companies to trade at a significantly inflated ratethat is disconnected from the underlying value of the company.Many investors who have purchased s

221、hares in those companies at an inflated rate face the risk of losing a significant portion oftheir original investment as the price per share has declined steadily as interest in those stocks have abated.While we have no reason to believe our shares would be the target of a short squeeze,there can b

222、e no assurance that we wont be in the future,and you may lose a significant portion or all of your investment if you purchase our shares at a rate that is significantly disconnectedfrom our underlying value.Market prices for our Common Stock will be influenced by a number of factors,including:the is

223、suance of new equity securities of the Company pursuant to a future offering,including issuances of preferred stock;the introduction of new products or services by us or our nearest market competitor;changes in interest rates;competitive developments,including announcements by our nearest market com

224、petitor of new products or services or significant contracts,acquisitions,strategic partnerships,joint ventures or capital commitments;variations in our quarterly operating results;change in financial estimates by securities analysts;a limited amount of news and analyst coverage for our Company;the

225、depth and liquidity of the market for our shares of Common Stock;sales of large blocks of our Common Stock,including sales by our major stockholders,any executive officers or directors appointed in the future,or by other significantstockholders;investor perceptions of our Company;and market price fl

226、uctuations may negatively affect the ability of investors to sell our shares at consistent prices.132025/7/4 08:56gevi_s1a.htmhttps:/www.sec.gov/Archives/edgar/data/894556/000164033425001108/gevi_s1a.htm18/125Table of contents Offers or availability for sale of a substantial number of shares of our

227、Common Stock may cause the price of our Common Stock to decline.Sales of large blocks of our Common Stock could depress the price of our Common Stock.The existence of these shares and shares of Common Stock that may be issuable upon conversion orexercise,as applicable,of outstanding shares of conver

228、tible preferred stock,warrants and options create a circumstance commonly referred to as an“overhang”which can act as a depressant toour Common Stock price.The existence of an overhang,whether or not sales have occurred or are occurring,also could make our ability to raise additional financing throu

229、gh the sale of equityor equity-linked securities more difficult in the future at a time and price that we deem reasonable or appropriate.If our existing stockholders and investors seek to convert or exercise suchsecurities or sell a substantial number of shares of our Common Stock,such selling effor

230、ts may cause significant declines in the market price of our Common Stock.In addition,the shares ofour Common Stock in the offering will be freely tradable without restriction or further registration under the Securities Act of 1933,as amended(the“Securities Act”).As a result,a substantialnumber of

231、shares of our Common Stock may be sold in the public market following this offering.If there are significantly more shares of Common Stock offered for sale than buyers are willingto purchase,then the market price of our Common Stock may decline to a market price at which buyers are willing to purcha

232、se the offered Common Stock and sellers remain willing to sell ourCommon Stock.Risks Relating to Our Business The report of the independent registered public accounting firm on our 2024 and 2023 financial statements contains a going concern qualification.Our consolidated financial statements for 202

233、4 and 2023 are prepared on a going concern basis,which contemplates the realization of assets and the satisfaction of liabilities and commitmentsin the normal course of business.The Company has incurred losses since inception and has been dependent on related parties to fund operations.These conditi

234、ons raise substantial doubt aboutthe Companys ability to continue as a going concern within one year after the date that the consolidated financial statements are issued.There can be no assurance that sufficient funds required during the next year or thereafter will be generated from operations or t

235、hat funds will be available from external sources,such as debt orequity financings or other potential sources.The lack of additional capital resulting from the inability to generate cash flow from operations,or to raise capital from external sources,wouldforce the Company to substantially curtail or

236、 cease operations and would,therefore,have a material adverse effect on its business.Furthermore,there can be no assurance that any such requiredfunds,if available,will be available on attractive terms or that they will not have a significant dilutive effect on the Companys existing stockholders.The

237、 Company intends to overcome the circumstances that impact its ability to remain a going concern through a combination of increasing its revenues,with interim cash flow deficienciesbeing addressed through additional equity and debt financing.The Company anticipates raising additional funds through p

238、ublic or private financing,strategic relationships or otherarrangements in the near future to support its business operations;however,the Company may not have commitments from third parties for a sufficient amount of additional capital.TheCompany cannot be certain that any such financing will be ava

239、ilable on acceptable terms,or at all,and its failure to raise capital when needed could limit its ability to continue its operations.The Companys ability to obtain additional funding will determine its ability to continue as a going concern.Failure to secure additional financing in a timely manner a

240、nd on favorable termswould have a material adverse effect on the Companys financial performance,results of operations and stock price and require it to curtail or cease operations,sell off its assets,seek protectionfrom its creditors through bankruptcy proceedings,or otherwise.Furthermore,additional

241、 equity financing may be dilutive to the holders of the Companys Common Stock,and debt financing,if available,may involve restrictive covenants,and strategic relationships,if necessary to raise additional funds,and may require that the Company relinquish valuable rights.We are controlled by one prin

242、cipal stockholder who serves as our Chairman of the Board and our executive officer.As of the date of this prospectus,Mr.Theodore Ralston holds 1,364,141 shares of the Series A Preferred Stock.Each share of the Series A Preferred Stock is entitled to vote 1,000 votes pershare,and as such Mr.Ralston

243、controls approximately 81.4%of the vote prior to the consummation of the offering,or 81.3%of the vote immediately following the consummation of theoffering,assuming no exercise of the over-allotment option(81.3%of the vote immediately following the consummation of the offering,assuming full exercise

244、 of the over-allotment option),and the ability to control all other matters requiring the approval of our stockholders,including the election of all of our directors and the approval of the Reverse Stock Split.If we are unable to expand our base of customers,our future growth and operating results c

245、ould be adversely affected.We have committed and continue to commit resources to the expansion and increased marketing of our CitroTech product.If we are unable to market and sell our product to new customers,our ability to grow revenue and achieve profitability could be negatively impacted.If we ar

246、e unable to expand our base of materials suppliers,our future growth and operating results could be adversely affected.We currently compound our product in house with materials supplied from manufacturers.There are no contracts in place with the suppliers.We have committed resources to expanding our

247、supplier base.If we are unable to obtain additional sources for our materials,it could limit our ability to grow revenue and achieve profitability.142025/7/4 08:56gevi_s1a.htmhttps:/www.sec.gov/Archives/edgar/data/894556/000164033425001108/gevi_s1a.htm19/125Table of contents Various factors outside

248、our direct control may adversely affect suppliers and distribution of our product.Changes that our suppliers may make outside the purview of our direct control can have an impact on our processes,quality of our product,and the successful delivery of our product to ourcustomers.Mistakes and mishandli

249、ng are not uncommon and can affect supply and delivery.Some of these risks include:compliance with the required regulatory standards;transportation risk;the cost and availability of components and supplies;delays in analytical results or failure of analytical techniques that we will depend on for qu

250、ality control and release of product;and natural disasters,labor disputes,financial distress,raw material availability,issues with facilities and equipment,or other forms of disruption to business operations affecting oursuppliers.If any of these risks were to materialize,our ability to provide our

251、product to customers on a timely basis would be adversely impacted.We are subject to the seasonality of wildfires that may occur and acts of God that are inconsistent and unpredictable.Our business is highly dependent on the needs of commercial property owners,residential homeowners and government a

252、gencies to suppress fires.As such,our financial condition and resultsof 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.Historically,sales of our product have been hig

253、her in the summer season of each calendar year due to weather patterns which we believe are generally correlated to a higher prevalence ofwildfires;however,one example of an exception to this seasonality is the wildfires in Los Angeles,California during January 2025.We rely exclusively on the skills

254、 and expertise of a four-person management team in conducting our business,who does not devote all of their time to managing the Company,and none ofour executive officers are full-time employees,which may impede our ability to carry on our business.We are relying exclusively on the skills and expert

255、ise of a four-person management team in conducting our business:Thedore Ralston,our Chief Executive officer and Chairman of the Boardof Directors,Nanuk Warman,our Chief Financial Officer,Stephen Conboy,who is our Chief Technology Officer and Anthony Newton,who is our General Counsel.Our President,Ch

256、iefExecutive officer,Chief Financial Officer,Chief Technology Officer,General Counsel and Chairman of the Board of Directors do not devote all of their time to managing the Company.Noneof our executive officers are full-time employees,which may impede our ability to carry out our business.The lack o

257、f full-time employees among our executive officers may very well preventthe Companys operations from being efficient,and may impair the business progress and growth,which is a risk to any investor.Our lack of full-time management may be an impediment toour business development.Without full-time offi

258、cers,we may not have sufficient devoted time and effort to our commercialization efforts,or efforts to find and raise additional capital,ormanage our business,which could impair our ability to succeed in our business plan and could cause investment in our Company to lose value.152025/7/4 08:56gevi_s

259、1a.htmhttps:/www.sec.gov/Archives/edgar/data/894556/000164033425001108/gevi_s1a.htm20/125Table of contents Since we have a limited operating history,it is difficult for potential investors to evaluate our business.Our limited operating history makes it difficult for potential investors to evaluate o

260、ur business or prospective operations.Since our formation in March of 1990,we have not generated enoughrevenues to exceed our expenses.MFB California acquired MFB Ohio and its portfolio of intellectual property in April 2022 and entered the fire retardant and fire suppression industry as ofthat date

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

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

263、rently have enough cash flow to operate our business.Without the proceeds from this offering,the Company anticipates that it existing cash will support its operations for twoyears.We expect our existing cash together with proceeds from this offering will enable us to fund our operating expenses thro

264、ugh and capital expenditure requirements for five years from thedate of this prospectus.We believe,that due to the effect of the wildfires in Los Angeles during January 2025,and the more common wildfire season during the summer months that our productorders will continue at the current rate througho

265、ut the calendar year 2025.We do not anticipate a material increase to our sales,general and administrative expenses during 2025.We believe thatthe proceeds from this offering will also enable us to expand sales and business development efforts to further increase product orders subsequent to calenda

266、r year 2025.Therefore,theCompany does not anticipate being dependent upon additional capital in the form of either debt or equity to continue our operations and expand our product to new markets.Increased operating costs and obstacles to cost recovery due to the pricing and cancelation terms of our

267、raw materials and support services contracts may constrain our ability to make aprofit.Our profitability can be adversely affected to the extent we are faced with cost increases for raw materials,wages,or other labor-related expenses,especially when we cannot recover suchincreased costs through incr

268、eases in the prices for our product and services.In some cases,we will have to absorb any cost increases,which may adversely impact our operating results.If we do not have sufficient product liability insurance,we may be subject to claims that are in excess of our net worth.The Company currently has

269、 product liability insurance.However,in the event of major claims from the use of our product,it is possible that our product liability insurance will not be sufficientto cover claims against us.We cannot assure you that we will not face liability arising out of the use of our product which is signi

270、ficantly in excess of the limits of our product liabilityinsurance.In such event,if we do not have the funds or access to the funds necessary to satisfy such liability,we may be unable to continue in business.Our failure to maintain effective internal controls over financial reporting could have an

271、adverse impact on us.We are required to establish and maintain appropriate internal controls over financial reporting.Failure to establish those controls,or any failure of those controls once established,couldadversely impact our public disclosures regarding our business,financial condition,or resul

272、ts of operations.In addition,managements assessment of internal controls over financial reportingmay identify weaknesses and conditions that need to be addressed in our internal controls over financial reporting or other matters that may raise concerns for investors.Any actual or perceivedweaknesses

273、 and conditions that need to be addressed in our internal control over financial reporting,disclosure of managements assessment of our internal controls over financial reporting ordisclosure of our public accounting firms attestation to or report on managements assessment of our internal controls ov

274、er financial reporting may have an adverse impact on the price of ourCommon Stock.A control system,no matter how well conceived and operated,can provide only reasonable,not absolute,assurance that the objectives of the control system are met.In addition,the design of acontrol system must reflect the

275、 fact that there are resource constraints,and the benefit of controls must be relative to their costs.Because of the inherent limitations in all control systems,nosystem of controls can provide absolute assurance that all control issues and instances of fraud,if any,within our Company have been dete

276、cted.These inherent limitations include the realitiesthat judgments in decision-making can be faulty and that breakdowns can occur because of simple error or mistake.Further,controls can be circumvented by individual acts of some persons,bycollusion of two or more persons,or by management override o

277、f the controls.The design of any system of controls is also based in part upon certain assumptions about the likelihood of futureevents,and there can be no assurance that any design will succeed in achieving its stated goals under all potential future conditions.Over time,a control may become inadeq

278、uate because ofchanges in conditions or the degree of compliance with policies or procedures may deteriorate.Because of inherent limitations in a cost-effective control system,misstatements due to error orfraud may occur and may not be detected.162025/7/4 08:56gevi_s1a.htmhttps:/www.sec.gov/Archives

279、/edgar/data/894556/000164033425001108/gevi_s1a.htm21/125Table of contents At present,management has identified a material weakness due to lack of segregation of duties.The lack of segregation of duties existed as a result of the Company having none of itsexecutives being full-time employees.Manageme

280、nt plans to add additional resources,technology and headcount as warranted by the growth of the Company.Management is in the process ofputting proper policies and procedures in place to ensure proper documentation is established and maintained for transactions that the Company enters into.While we b

281、elieve these efforts willimprove our internal controls and address the underlying causes of the material weakness,such material weakness will not be remediated until our remediation plan has been fully implementedand we have concluded that our controls are operating effectively for a sufficient peri

282、od of time.We cannot be certain that the steps we are taking will be sufficient to remediate the controldeficiencies that led to our material weakness in our internal control over financial reporting or prevent future material weaknesses or control deficiencies from occurring.While we are workingto

283、remediate the material weakness as timely and efficiently as possible,at this time we cannot provide an estimate of costs expected to be incurred in connection with the implementation ofthis remediation plan,nor can we provide an estimate of the time it will take to complete this remediation plan.Ev

284、en if management does establish effective remedial measures,we cannotguarantee that those internal controls and disclosure controls that we put in place will prevent all possible errors,mistakes,or all fraud.Risks Relating to MFB Changes in consumer preferences or discretionary consumer spending cou

285、ld harm our performance.The success of our business depends,in part,upon the continued popularity of our product,and shifts in these consumer preferences could negatively affect our future profitability.Negative publicity over certain environmental products may adversely affect demand for our produc

286、t and could result in a decrease in our revenues,which could materially harm our business.Additionally,our success depends,in part,on a builder preference for our product and,to an extent,on numerous factors affecting operational budgeting,including economic conditions andcustomer confidence.A decli

287、ne in operational budgeting or economic conditions could reduce guest traffic or impose practical limits on pricing,either of which could harm our business,financial condition,operating results,or cash flow.We may become subject to potential claims for product liability.Our business could expose us

288、to claims for personal injury from contamination of our product.We believe that our products quality is carefully monitored through regular product testing,butwe may be subject to liability as a result of customer or distributor misuse or storage.The Company maintains product liability insurance aga

289、inst certain types of claims in amounts which itbelieves to be adequate.The Company also maintains an umbrella insurance policy that it considers to be sufficient to cover claims made above its product liability insurance limits.Althoughno claims have been made against the Company or its distributor

290、s to date and the Company believes its current level of insurance to be adequate for its current business operations,it is possiblethat such claims will arise in the future,and the Companys policies may not be sufficient to pay for such claims.Increases in prices of commodities needed to manufacture

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

292、adversely affect our profitability.Any prolonged or permanent increase in the cost of the raw ingredients to manufacture ourproduct may in the long term make it more difficult for us to earn a profit.Risks Related to Regulatory and Legal Matters Our product is provided to emergency services personne

293、l and is intended to protect lives and property,so we are subject to heightened liability and reputational risks if our product fails toprovide such protection as intended.Our fire retardant product is provided to,among other customers,emergency services personnel and is intended to protect lives an

294、d property,so we are subject to heightened liability risks if ourproduct fails to provide such protection.While our product is effective in retarding fires,there is no guarantee such product will be able to stop all fires due to their unpredictability andvariation in size and/or speed in which a fir

295、e is burning.In addition,fires need to be fought with the cooperation and assistance of local fire authorities as well as the additional tools andresources that they bring.Therefore,while we recognize the importance of the role our product plays in these critical efforts,our product is not the only

296、factor in fighting fires and therefore wecannot guarantee that our product will always be able to protect life and property.Any failure to do so could have an adverse effect on our business.172025/7/4 08:56gevi_s1a.htmhttps:/www.sec.gov/Archives/edgar/data/894556/000164033425001108/gevi_s1a.htm22/12

297、5Table of contents We manufacture a product used to extinguishes fires and prevents fires from starting.The product we manufacture may be used in applications and situations that involve high levels of risk ofpersonal injury.Failure to use our product for its intended purpose,failure to use our prod

298、uct properly or the malfunction of our product could result in serious bodily injury or death of the user.In such cases,we may be subject to product liability claims arising from the design,manufacture or sale of our product.If these claims are decided against us,and we are found to be liable,wemay

299、be required to pay substantial damages,and our insurance costs may increase significantly as a result.We cannot assure you that our indemnity and insurance coverage would be sufficientto cover the payment of any potential claim.In addition,we cannot assure you that this or any other indemnity or ins

300、urance coverage will continue to be available or,if available,that we will beable to obtain insurance at a reasonable cost.Any material uninsured loss could have a material adverse effect on our business,financial condition and results of operations.Our product is subject to extensive government scr

301、utiny and regulations,including the EPA.There can be no assurance that such regulations will not change and that our product willcontinue to be approved for usage.We are subject to regulations by federal government authorities.We need to pass the EPA audit process every three years,which is a rigoro

302、us process that requires the product passing severaltests and standards,including toxicity,corrosion and stability.We are also subject to ongoing reviews of our product,manufacturing processes and facilities by government authorities,and suchagencies may at times be involved in challenges by outside

303、 groups,and as a result,the Company may be required to produce product data and comply with detailed regulatory requirements.The Frank R.Lautenberg Chemical Safety for the 21st Century Act modified the Toxic Control Substances Act(“TSCA”),by requiring the EPA,to prioritize and evaluate the environme

304、ntaland health risks of existing chemicals and provided the EPA with greater authority to regulate chemicals posing unreasonable risks.According to this statute,the EPA is required to make anaffirmative finding that a new chemical will not pose an unreasonable risk before such chemical can go into p

305、roduction.These laws and regulations increase the complexity and costs oftransporting our product to our customers.Further changes to these and similar regulations could restrict our ability to expand,build or acquire new facilities,require us to acquire costly controlequipment,cause us to incur exp

306、enses associated with remediation of contamination,cause us to modify our manufacturing or shipping processes or otherwise increase our cost of doingbusiness and have a negative impact on our business,financial condition and results of operations.In addition,the adoption of new laws,rules or regulat

307、ions related to climate change posesrisks that could harm our results of operations or affect the way we conduct our businesses.For example,new or modified regulations could require us to make substantial expenditures toenhance our environmental compliance efforts.New or stricter laws and regulation

308、s may be introduced that could result in additional compliance costs and prevent or inhibit the development,manufacture,distribution and sale of our product.Such outcomes could adversely impact our business,financial condition and results of operations.Our product or facility could have environmenta

309、l impacts and side effects.If the product we sell does not have the intended effects,our business may suffer and it may be subject to product liability or other legal actions.Our product contains innovative combinationsof materials.We have received third-party testing demonstrating the reduced toxic

310、ity and flammability of our product,however,this is limited in scope and therefore,does not present all thepotential side effects and/or the products interaction with animal biochemistry.In a UL GreenGuard Certification Program Profile Study Test Report dated June 21,2022,UL determined thatour produ

311、ct contained less than 0.001 parts per million of formaldehyde and total aldehydes.As a result,while our product could have minimal impact on the environment,the scope of thatimpact is currently unknown.Legal and regulatory claims,investigations and proceedings may be initiated against us in the ord

312、inary course of business.The outcomes and the amounts of any damages awarded,orfines or penalties assessed,cannot be predicted,and could have a material adverse effect on our reputation as well as our business,financial condition and results of operations.We may be the subject of litigation by custo

313、mers,suppliers and other third parties.A significant judgment against us,the loss of a significant permit,license or other approval,or a significantfine,penalty or contractual dispute could have a material adverse effect on our business,financial condition and results of operations.Litigation is exp

314、ensive,time consuming and may divertmanagements attention away from the operation of the business.The outcome of litigation can never be predicted with certainty and an adverse outcome in any of these matters could have amaterial adverse effect on our reputation as well as our business,financial con

315、dition and results of operations.182025/7/4 08:56gevi_s1a.htmhttps:/www.sec.gov/Archives/edgar/data/894556/000164033425001108/gevi_s1a.htm23/125Table of contents Risks Relating to Our Indebtedness We are highly leveraged.As of March 31,2025,our outstanding indebtedness was$6,509,371.This indebtednes

316、s includes:(i)principal amount of$3,371,000($541,905,net of discount of$2,829,095)incurred inconnection with convertible notes issued during July 2024 to February 2025;(ii)a$2,576,693($783,456,net of discount of$1,793,237)convertible note issued to related parties;(iii)$31,206was for accrued interes

317、t related parties;and(iv)$530,472 recorded as accounts payable.The material terms of the convertible notes issued during July 2024 to February 2025,giving effect to the Reverse Stock Split are:(i)a 12-month maturity;(ii)10%interest per annum,capitalized on the maturity date;(iii)conversion rights in

318、 the amount of the principal,divided by a fixed conversion rate of 2.40;and(iv)warrant coverage at the rate of 0.20834 shares ofCommon Stock for each dollar of principal,at an exercise price of$3.00 per share.The convertible note to a related party was issued on December 31,2024,in exchange for amou

319、nts due to TC Special Investments,LLC and the sole owner of TC Special Investments LLC,Mr.Theodore Ralston.The material terms of this convertible note,giving effect to the Reverse Stock Split are:(i)a 12-month maturity;(ii)10%interest per annum;and(iii)conversion rightsassuming a conversion rate of

320、2.16.The convertible note to a related party was issued in February 2025 to BoltRock Holding LLC.The material terms of this convertible note,giving effect tothe Reverse Stock Split are:(i)a 12-month maturity;(ii)10%interest per annum,capitalized on the maturity date;(iii)conversion rights in the amo

321、unt of the principal,divided by a fixedconversion rate of 2.40;and(iv)warrant coverage at the rate of 0.20834 shares of Common Stock for each dollar of principal,at an exercise price of$3.00 per share.Our leverage could adversely affect our ability to raise additional capital to fund our operations,

322、limit our ability to react to changes in the economy or our industries,expose us to interest raterisk to the extent of our variable rate debt and prevent us from meeting our obligations.This degree of leverage could have significant consequences,including:requiring a substantial portion of cash flow

323、 from operations to be dedicated to the payment of principal and interest our indebtedness,thereby reducing our ability to use our cashflow to fund our operations,capital expenditures,and future business opportunities;limiting our ability to obtain additional financing for working capital,capital ex

324、penditures,debt service requirements,acquisitions,and general corporate or other purposes;and limiting our ability to adjust to changing market conditions and placing us at a disadvantage compared to our nearest market competitor.We could incur additional indebtedness in the future.If new indebtedne

325、ss is added to our current debt levels,the related risks we now face could increase.If due to such a deterioration in our financial performance,our cash flows and capital resources were to be insufficient to fund our debt service obligations,we may be forced to reduce or delayinvestments and capital

326、 expenditures,or to sell assets,seek additional capital or restructure or refinance our indebtedness.These alternative measures may not be successful and may not permitus to meet our scheduled debt service obligations.In addition,if we were required to raise additional capital in the current financi

327、al markets,the terms of such financing,if available,couldresult in higher costs and greater restrictions on our business.If we were to need to refinance our existing indebtedness,the conditions in the financial markets at that time could make it difficultto refinance our existing indebtedness on acc

328、eptable terms or at all.If such alternative measures proved unsuccessful,we could face substantial liquidity problems.General Business Risks We will be increasingly dependent on information technology,and our systems and infrastructure face certain risks,including cybersecurity and data leakage risk

329、s.Significant disruptions to our information technology systems or breaches of information security could adversely affect our business.In the ordinary course of business,we will collect,storeand transmit confidential information,and it is critical that we do so in a secure manner to maintain the co

330、nfidentiality and integrity of such information.The size and complexity of ourinformation technology systems,and those of third-party vendors,make such systems potentially vulnerable to service interruptions and security breaches from inadvertent or intentionalactions by our employees,partners or ve

331、ndors.These systems are also vulnerable to attacks by malicious third parties and may be susceptible to intentional or accidental physical damage to theinfrastructure maintained by us or by third parties.Maintaining the secrecy of confidential,proprietary and/or trade secret information is important

332、 to our competitive business position.Whilewe have taken steps to protect such information and have invested in systems and infrastructures to do so,there can be no guarantee that our efforts will prevent service interruptions or securitybreaches in our systems or the unauthorized or inadvertent wro

333、ngful use or disclosure of confidential information that could adversely affect our business operations or result in the loss,dissemination or misuse of critical or sensitive information.The increasing sophistication and frequency of cybersecurity threats,including targeted data breaches,ransomware attacks designedto encrypt our data for ransom and other malicious cyber activities,pose a significa