Filing Compare · CitroTech Inc.

0000894556false100000000036552150939453885000000.00010.00011000000050000001000000095000010000000100000002546831On April 13, 2022 General Enterprise Ventures, Inc. acquired Mighty Fire Breaker, LLC, an Ohio Limited Liability company (“MFB”) and all associated IP, in exchange for 1,000,000 Preferred C Shares and a 10% royalty on the gross sales before taxes of products sold under the MFB family of products. MFB has 19 patents centered around its CitroTech MFB 31the Company had 20 Bitmain Antminer SJ19 PRO 104t/h and 99 Mini-Doge 185 m/h miners deployed, which are mining, Bitcoin, Doge, and Litecoin through the F2Pool and utilized its 8,000 Sq Ft Commercial space to house these ASIC Miners5000000200000004195353Cash paid for management fee00Cash paid for consulting and advisory fees Cash paid for management fee Cash paid for royalty and sales commissions 0Cash paid for consulting fees 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As filed with the Securities and Exchange Commission on February 17, 2026.

Registration No. 333-

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM S-1

REGISTRATION STATEMENT

UNDER THE SECURITIES ACT OF 1933

~~General~~CitroTech ~~Enterprise Ventures,~~ Inc. (Exact name of registrant as specified in its charter)

Wyoming		~~4955~~2800		87-2765150
(State or jurisdiction of incorporation or organization)		(Primary Standard Industrial Classification Code Number)		(I.R.S. Employer Identification No.)

~~1740H~~6400 ~~Del~~S. ~~Range~~Fiddlers ~~Blvd~~Green Cir., Suite ~~166~~300

~~Cheyenne~~Greenwood Village, WY ~~82009~~Colorado 80111

(800) 401-4535

(Address, including zip code, and telephone number, including area code, of registrant’s principal executive offices)

~~Joshua~~Wesley ~~Ralston~~J. Bolsen, Chief Executive Officer

~~General~~CitroTech ~~Enterprise Ventures,~~ Inc.

~~1740H~~6400 ~~Del~~S. ~~Range~~Fiddlers ~~Blvd~~Green Cir., Suite ~~166~~300,

~~Cheyenne~~Greenwood Village, WY ~~82009~~Colorado 80111

(800) 401-4535

(Name, address, including zip code, and telephone number, including area code, of agent for service)

With Copies to:

Anthony F. Newton	David E. Danovitch, Esq.
Law Office of Anthony F. Newton	Aaron M. Schleicher, Esq.
16730 Creek Bend Drive	Sullivan & Worcester LLP
Sugar Land, Texas 77478	1251 Avenue of the Americas, 19th Floor
+1 (832) 452-0269	New York, NY 10020
	+1 (212) 660-3060

Anthony F. Newton

Law Office of Anthony F. Newton

8810 Luray Court

Rosenberg, Texas 77469

+1 (832) 452-0269

APPROXIMATE DATE OF PROPOSED SALE TO PUBLIC: As soon as practicable after this registration statement becomes effective.

If any 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 check the following box and list the Securities Act registration statement 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 registration statement number of the earlier effective 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 earlier effective 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 the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company” and “emerging growth company” in Rule 12b-2 of the Exchange Act.

Large accelerated filer ☐ Accelerated filer ☐ Non- accelerated filer ☒ Smaller reporting company ☒ Emerging growth company ☒☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards 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 further amendment which 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 the registration statement shall become effective on such date as the Securities and Exchange Commission, acting pursuant to said Section 8(a), may determine.

The information in this preliminary prospectus is not complete and may be changed. WeThese securities may not ~~sell~~be ~~these~~sold ~~securities~~ until the registration statement filed with the Securities and Exchange 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 or sale is not permitted.

PRELIMINARY PROSPECTUS, SUBJECT TO COMPLETION, DATED ~~OCTOBER~~ ~~_____~~FEBRUARY 17, ~~2024~~2026

3Up to 8,~~500~~154,~~000~~280 Shares of Common Stock

~~Representative’s~~CitroTech ~~Warrants to purchase up to 175,000 Shares of Common Stock~~Inc.

~~175~~This prospectus relates to the resale from time to time by the selling stockholders named in this prospectus (the “Selling Stockholders”) of up to 8,~~000~~154,280 shares (the “Shares”) of common stock, par value $0.0001 per share, (“Common Stock”) ~~underlying~~of CitroTech Inc., a Wyoming corporation (the ~~Representative’s~~“Company,” ~~Warrants~~“CITR,” “we,” “us,” or “our”), which includes (i) 2,383,391 shares of Common Stock issuable upon conversion of 688,922 shares of Series C preferred stock (“Series C Preferred Stock”) held directly or indirectly by the Selling Stockholders issued to investors in a private placement offering on September 30, 2025 (the “September 2025 Private Placement”) and subsequent private placement offering on October 21, 2025 (the “October 2025 Private Placement” and together, with the September 2025 Private Placement, the “2025 Private Placements”); (ii) 2,383,391 shares of Common Stock issuable upon the exercise of warrants issued to investors in the 2025 Private Placements, (iii) an aggregate of 1,042,711 shares of Common Stock issued to debtholders upon the conversion of convertible debt and (iv) 2,431,752 shares of Common Stock.

~~General~~The ~~Enterprise~~Shares ~~Ventures,~~will ~~Inc~~be resold from time to time by the Selling Stockholders listed in the section titled “Selling Stockholder” beginning on page 78.

~~This is~~The aSelling ~~firm~~Stockholders, ~~commitment~~or ~~public~~their ~~offering~~respective oftransferees, ~~General~~pledgees, ~~Enterprise~~donees ~~Ventures,~~or ~~Inc.~~other successors-in-interest, awill ~~Wyoming~~sell ~~corporation (~~the ~~“Company,”~~Shares ~~“GEVI,”~~through ~~“we,”~~public ~~“us~~or private transactions at prevailing market prices,” at prices related to prevailing market prices or ~~“our”)~~at privately negotiated prices. WeThe ~~are~~Selling ~~offering~~Stockholders 3may sell any,~~500,000~~ ~~shares~~all or none of ~~Common~~the ~~Stock~~Shares offered by this prospectus, ~~par~~and ~~value~~we ~~$0.0001~~do (not know when or in what amount the ~~“Common~~Selling ~~Stock”),~~Stockholders atmay ansell ~~assumed~~their ~~initial~~Shares ~~offering~~hereunder ~~price~~following ofthe ~~$[•]per~~effective ~~share~~date of ~~Common~~this ~~Stock,~~registration ~~which~~statement. isWe ~~based~~provide onmore ~~the~~information ~~last~~about ~~reported~~how ~~sales~~Selling ~~price~~Stockholders ofmay ~~our~~sell ~~Common~~their ~~Stock~~Shares in the section titled “Plan of ~~$[•]~~ Distribution” on ~~October _____, 2024~~page 80.

~~Immediately~~We ~~after~~are ~~this~~registering ~~offering,~~the ~~assuming~~Shares anon ~~offering~~behalf ~~size~~of asthe ~~set~~Selling ~~forth above~~Stockholders, ~~Mr.~~to ~~Joshua~~be ~~Ralston,~~offered ~~our~~and ~~President,~~sold ~~Chief~~by ~~Executive~~them ~~officer,~~from ~~Chief~~time ~~Financial~~to ~~Officer~~time. ~~and~~We ~~Chairman~~will ofnot receive any proceeds from the ~~Board~~sale of ~~Directors,~~the ~~will~~Shares ~~control~~by ~~approximately~~the ~~[•]%~~Selling ofStockholders; ~~our~~however ~~voting~~we ~~power~~may ~~through~~receive ~~his~~proceeds ~~ownership~~upon the exercise of ~~Convertible~~outstanding ~~Series~~warrants Afor ~~Preferred~~shares of Common Stock, ~~par~~covered ~~value~~by $0this prospectus.~~0001~~ ~~(the~~We ~~“Series~~have Aagreed ~~Preferred~~to ~~Stock”)~~bear ~~(or~~all ~~[•]%~~ of ~~our~~the ~~voting~~expenses ~~power~~incurred ifin connection with the ~~underwriter’s~~registration ~~option~~of tothe ~~purchase~~Shares. ~~additional~~The ~~shares~~Selling isStockholders ~~exercised~~will inpay ~~full).~~or Asassume adiscounts, ~~result~~commissions, wefees ~~expect~~of tounderwriters, beselling abrokers ~~controlled~~or ~~company~~dealer ~~within~~managers ~~the~~and ~~meaning~~similar ofexpenses, ~~the~~if ~~corporate~~any, ~~governance~~incurred ~~standards~~for of the ~~NYSE~~sale ~~American~~of ~~LLC~~the ~~(“NYSE American”)~~Shares.

~~Prior~~On toApril ~~this~~15, ~~offering~~2025, our ~~Common~~Board ~~Stock~~of isDirectors ~~quoted~~and onour ~~the~~stockholders ~~Pink~~that ~~Open~~have ~~Market~~a ~~(“OTC~~majority ~~Pink”),~~of ~~maintained~~our byvoting ~~OTC~~power ~~Markets,~~approved ~~Inc.,~~an ~~under~~amendment ~~the~~to ~~symbol~~our ~~“GEVI”.~~articles ~~On [•], 2024,~~of ~~the~~incorporation ~~last~~(as ~~reported~~amended, ~~sale~~the ~~price~~“Articles of ~~our~~Incorporation”) ~~Common~~to ~~Stock~~effect onthe ~~OTC~~reverse ~~Pink~~stock ~~was~~split ~~$ [•] per share~~ (~~$ [•] per~~which ~~share.~~includes Wethe ~~intend~~outstanding toSeries ~~apply~~A toPreferred ~~list~~Stock ~~our~~and ~~shares of~~ Common Stock onof ~~NYSE~~the ~~American~~Company ~~under~~at ~~the~~a ~~symbol~~1-for-6 ~~“GEVI”~~ratio). NoThe ~~assurance~~reverse ~~can~~stock besplit ~~given~~was ~~that~~effective ~~our~~on ~~application~~August ~~will~~27, be2025 ~~approved or that a trading market will develop. This offering is contingent upon~~ the ~~approval~~(“Reverse ofStock ~~such application~~Split”). IfThe ~~our~~share ~~Common~~and ~~Stock~~per isshare ~~not~~data ~~approved~~presented ~~for~~herein ~~listing~~have onbeen ~~NYSE~~retroactively ~~American,~~adjusted weto ~~will~~reflect ~~not~~the ~~consummate~~Reverse ~~this~~Stock ~~offering~~Split.

~~The~~Our ~~number of shares of~~ Common Stock ~~offered~~is incurrently ~~this~~listed ~~prospectus~~on ~~and~~the ~~all~~NYSE ~~other~~American ~~applicable~~LLC ~~information~~(“NYSE ~~has~~American”) ~~been~~under ~~determined~~the ~~based~~symbol on“CITR.” anOn ~~assumed~~February ~~public~~13, ~~offering price of $ [•] per share~~2026, ~~which is based on~~ the last reported ~~sales~~sale price of our ~~Common~~common ~~Stock~~stock ofwas $ ~~[•] on [•], 2024~~7.33 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 market price. Therefore, the assumed public offering price per share ~~used throughout 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~~We ~~otherwise~~are ~~noted,~~a ~~the~~“smaller ~~share~~reporting ~~and~~company” ~~per~~as ~~share~~defined ~~information~~under inthe ~~this~~federal ~~prospectus~~securities ~~reflects,~~laws ~~other than in our financial statements~~ and, ~~the~~as ~~notes thereto~~such, awe ~~proposed~~have ~~reverse~~elected ~~stock~~to ~~split~~comply ofwith ~~the~~certain ~~outstanding~~reduced ~~Common~~reporting ~~Stock~~requirements ~~and treasury stock of the Company at an assumed 1-~~for ~~ratio~~ ~~to occur following the time that the registration statement of which~~ this prospectus ~~forms~~and amay ~~part~~elect isto ~~declared~~do ~~effective~~so byin ~~the~~future ~~Securities~~filings. ~~and~~See ~~Exchange Commission (the~~ “~~SEC~~Risk Factors”), and ~~prior~~“Prospectus toSummary ~~the~~- ~~closing~~Implications of ~~the~~Being ~~offering~~a Smaller Reporting Company.”

We are ana “~~emerging~~Controlled ~~growth company~~Company” as ~~that~~defined ~~term~~under ~~is used in~~ the ~~Jumpstart~~listing ~~Our~~rules ~~Business~~of ~~Startups~~NYSE ~~Act~~American ~~of 2012~~because, and as ~~such~~long as, weMr. ~~have~~Theodore ~~elected~~Ralston, toour ~~take~~Chairman ~~advantage~~ of ~~certain~~the ~~reduced~~Board ~~public~~of ~~company~~Directors, ~~reporting~~holds ~~requirements~~more ~~for~~than ~~this~~50% ~~prospectus~~of ~~and~~the ~~future~~Company’s ~~filings.~~outstanding ~~Also~~voting power, wehe ~~are~~will aexercise ~~“smaller~~control ~~reporting~~over ~~company”~~the (management and ~~may~~affairs ~~continue~~of tothe ~~qualify~~Company asand ~~such~~matters ~~even~~requiring ~~after~~stockholder weapproval, noincluding ~~longer~~the ~~qualify~~election of the Company’s directors. For so long as anwe ~~emerging~~remain ~~growth~~a ~~company).~~Controlled ~~See~~Company ~~“Risk~~under ~~Factors”~~that definition, ~~“Prospectus~~we ~~Summary~~are ~~-Implications~~permitted ofto ~~Being~~elect, anand ~~Emerging~~intend, ~~Growth~~to ~~Company”~~rely ~~and~~on ~~“Prospectus~~certain ~~Summary~~exemptions -from ~~Implications~~the ofcorporate ~~Being~~governance arules ~~Smaller~~of ~~Reporting~~NYSE ~~Company.”~~American, including:

~~After~~· ~~completion~~an ofexemption ~~this~~from ~~offering,~~ the ~~Joshua~~rule ~~Ralston~~that ~~will continue to control~~ a majority of our ~~outstanding~~board ~~common~~of ~~stock.~~directors Asmust abe ~~result,~~independent wedirectors; ~~will~~· bean aexemption ~~“controlled~~from ~~company.”~~the ~~Under~~rule ~~NYSE~~that ~~American~~the ~~rules,~~compensation ~~a company~~ of ~~which~~our ~~more~~officers ~~than~~must ~~50%~~be ofdetermined ~~the~~or ~~voting~~recommended ~~power~~to ~~for~~ the ~~election~~board of directors isby ~~held~~a bymajority anof ~~individual,~~our ~~group,~~independent directors or ~~another~~by ~~company~~a compensation committee that is acomposed ~~“controlled~~entirely ~~company”~~of independent directors; and ~~may~~· ~~elect~~an ~~not~~exemption tofrom ~~comply~~the ~~with~~rule ~~certain~~that ~~NYSE~~our ~~American corporate~~director ~~governance~~nominees ~~requirements,~~must ~~including~~be ~~the~~selected ~~requirements~~or ~~that,~~recommended ~~within~~by ~~one~~a ~~year~~majority of the ~~date~~independent ofdirectors ~~the~~or ~~listing~~by ofa ~~our~~nominating ~~common~~committee ~~stock:~~composed solely of independent directors.

Investing in our Common Stock involves risks. See “Risk Factors” beginning on page 12[11].

Neither the Securities and Exchange Commission nor any state securities commission has approved or disapproved of these securities or determined if this prospectus is truthful or complete. Any representation to the contrary is a criminal offense.

	Per Share of Common Stock	Total
Initial public offering price	$	$
Underwriting discounts and commissions(1)	$	$
Proceeds, before expenses, to us(2)	$	$

The date of this prospectus is , 2026.

(1) We have also agreed to issue Representative’s Warrants (as defined below) to purchase shares of our Common Stock to the Representative (as defined below) or its designees and to reimburse the underwriters for certain 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 Representative as described below or (ii) the Representative’s 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 an additional 525,000 shares of Common Stock. The aggregate amount of shares of our Common Stock sold pursuant to the Representative’s option may not exceed 15% of the total shares of our Common 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 Common Stock equal to five percent (5%) of the aggregate number of shares of Common Stock sold in this offering (the “Representative’s Warrants”) at an exercise price equal to 110% of the initial public offering price per share of Common Stock. The Representative’s Warrants will be exercisable beginning 180 days following the commencement of sales of the securities issued in this offering and will expire five years after such date. See “Underwriting.” This prospectus also relates to the Common Stock issuable upon exercise of the Representative’s Warrants.

Delivery of the securities by the underwriters to the purchasers is expected to be made on or about [•], 2024.

Sole Book-Running Manager

The date of this prospectus is _____, 2024.

TABLE OF CONTENTS

	Page
Prospectus Summary	1
The Offering	76
Summary Historical Financial Data	9
Summary Financial Data	7
Cautionary Note Regarding Forward-Looking Statements	108
Risk Factors	1210
Use of Proceeds	2523
Dilution	26
Management’s Discussion and Analysis of Financial Condition and Results of Operations	23
Capitalization	27
Business	36
Management’s Discussion and Analysis of Financial Condition and Results of Operations	28
Directors and Executive Officers	57
Business	37
Executive Compensation	63
Directors and Executive Officers	50
Security Ownership of Certain Beneficial Owners and Management	68
Executive Compensation	55
Certain Relationships and Related Party Transactions and Director Independence	70
Security Ownership of Certain Beneficial Owners and Management	57
Description of Securities	72
Certain Relationships and Related Party Transactions and Director Independence	59
Dividend Policy	78
Description of Securities	60
Selling Stockholders	78
Dividend Policy	62
Plan of Distribution	80
Shares Eligible for Future Sale	63
Material Tax Considerations	81
Legal Matters	7285
Experts	7285
Where You Can Find More Information	7285
Incorporation of Certain Information by Reference	85
Index to Consolidated Financial Statements	F-1
Exhibits	II-3

Table of Contents

ABOUT THIS PROSPECTUS

This prospectus describes the general manner in which the Selling Stockholders may offer from time to time up to 8,154,280 Shares issued directly to the Selling Stockholders. You should rely only on the information contained in this prospectus and inthe ~~any~~related ~~free~~exhibits, ~~writing~~any prospectus ~~prepared~~supplement by or onamendment ~~behalf~~thereto ofand the ~~Company~~documents ~~and~~incorporated ~~delivered~~by reference, or ~~made~~to ~~available~~which towe have referred you, before making your investment decision. Neither ~~the~~we ~~Company,~~ nor the ~~underwriters,~~Selling Stockholders have authorized anyone to provide you with ~~additional or~~ different information. WeIf ~~are~~anyone ~~offering~~provides toyou ~~sell,~~with ~~and~~different ~~seeking~~or ~~offers~~inconsistent ~~to buy~~information, ~~shares~~you ofshould ~~our~~not ~~Common~~rely ~~Stock~~on ~~only~~it. inThis ~~jurisdictions~~prospectus, ~~where~~any ~~offers~~prospectus ~~and~~supplement ~~sales~~or ~~are~~amendments ~~permitted.~~thereto ~~The~~do ~~information~~not ~~contained~~constitute inan ~~this~~offer ~~prospectus~~to sell, or a ~~free~~solicitation ~~writing~~of ~~prospectus~~an isoffer ~~accurate~~to ~~only~~purchase, asthe ofShares ~~its~~offered ~~date,~~by ~~regardless~~this ofprospectus, ~~its~~any ~~time~~prospectus ofsupplement ~~delivery~~ or ofamendments thereto in any ~~sale~~jurisdiction ofto ~~shares~~or offrom ~~our~~any ~~Common~~person ~~Stock.~~to ~~Our~~whom ~~business,~~or ~~financial~~from ~~condition,~~whom ~~operating~~it ~~results,~~is ~~and~~unlawful ~~prospects~~to ~~may~~make ~~have~~such ~~changed~~offer ~~since~~or ~~that~~solicitation ~~date,~~of ~~and~~an ~~neither~~offer ~~the~~in ~~delivery~~such ofjurisdiction. ~~this~~You ~~prospectus~~should ~~nor~~not ~~any~~assume ~~sale~~that ~~made~~the ininformation ~~connection~~contained ~~with~~in this prospectus ~~shall~~, ~~under~~ any ~~circumstances,~~prospectus ~~create~~supplement ~~any~~or ~~implication~~amendments ~~that~~thereto, ~~there~~as ~~has~~well ~~been~~as noinformation ~~change~~we inhave ~~our~~previously ~~affairs~~filed ~~since~~with the ~~date~~U.S. ofSecurities ~~this~~and ~~prospectus~~Exchange Commission, or ~~that~~ the ~~information~~SEC, ~~contained~~is byaccurate ~~reference~~as toof ~~this~~any ~~prospectus~~date isother ~~correct~~than asthe ofdate ~~any~~on ~~time~~the ~~after~~front ~~its~~cover ~~date~~of the applicable document.

~~References~~If tonecessary, “the ~~Company,”~~specific ~~“we,”~~manner ~~“GEVI,”~~in ~~“us,”~~which ~~“our”~~the Shares may be offered and ~~words~~sold ofwill ~~like~~be ~~import~~described ~~refer~~in toa ussupplement ~~and~~to ~~our~~this ~~subsidiaries~~prospectus, ~~including,~~which ~~General~~supplement ~~Enterprise~~may ~~Ventures,~~also ~~Inc.~~add, ~~Mighty~~update ~~Fire~~or ~~Breaker,~~change ~~LLC~~any ~~and~~of ~~Mighty~~the ~~Fire~~information ~~Breaker~~contained UKin ~~Ltd~~this prospectus., ~~unless~~To the ~~context~~extent ~~indicates~~there ~~otherwise.~~is ~~References~~a toconflict ~~General~~between ~~Enterprise~~the ~~Ventures,~~information ~~Inc.,~~contained ~~Mighty~~in ~~Fire~~this ~~Breaker~~prospectus and any prospectus supplement, ~~LLC~~you ~~and~~should ~~Mighty~~rely ~~Fire~~on ~~Breaker~~the UKinformation ~~Ltd.~~in such prospectus supplement, ~~refer~~provided tothat ~~the~~if ~~business~~any ~~and~~statement ~~operations~~in one of ~~General~~these ~~Enterprise~~documents ~~Ventures,~~is ~~Inc.,~~inconsistent ~~Mighty~~with ~~Fire~~a ~~Breaker,~~statement ~~LLC~~in ~~and~~another ~~Mighty~~document ~~Fire~~having ~~Breaker~~a UKlater ~~Ltd.~~date — for example, asa ~~the~~document ~~case~~incorporated ~~may~~by ~~be,~~reference ~~prior~~in tothis ~~acquisition~~prospectus byor usany ~~unless~~prospectus supplement — the ~~context~~statement ~~indicates~~in ~~otherwise~~the document having the later date modifies or supersedes the earlier statement.

~~For~~Neither ~~investors outside~~ the ~~United~~delivery ~~States:~~of ~~the~~this ~~Company~~prospectus ~~has~~nor ~~not~~any ~~done~~distribution ~~anything~~of ~~that~~Shares ~~would~~pursuant ~~permit~~to this ~~offering~~prospectus orshall, ~~possession~~under orany ~~distribution~~circumstances, ofcreate ~~this prospectus in~~ any ~~jurisdiction~~implication ~~where action for~~ that ~~purpose~~there ishas ~~required,~~been ~~other~~no ~~than~~change in the ~~United~~information ~~States.~~set ~~Persons~~forth ~~outside~~or ofincorporated ~~the~~by ~~United~~reference ~~States who come~~ into ~~possession of~~ this prospectus ~~must~~or ~~inform~~in ~~themselves~~our ~~about,~~affairs ~~and~~since ~~observe~~the ~~any~~date ~~restrictions~~of ~~relating~~this ~~to,~~prospectus. ~~the~~Our ~~offering~~business, offinancial ~~the~~condition, ~~shares~~results of ~~Common~~operations ~~Stock~~ and ~~the~~prospects ~~distribution~~may ofhave ~~this~~changed ~~prospectus~~since ~~outside~~such ~~of the United States~~date.

References to “the Company,” “we,” “CITR,” “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 CitroTech Inc. and Mighty Fire Breaker, LLC, refer to the business and operations of CitroTech Inc. and Mighty Fire Breaker, LLC, as the case may be, unless the context indicates otherwise.

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 published independent sources. Some data is also based 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 these publications.

Table of Contents

PROSPECTUS SUMMARY This summary highlights information contained elsewhere in this prospectus. This summary does not contain all the information you should consider before investing in the securities. ~~However,~~You ~~you~~ should read the entire prospectus carefully, including the “Risk Factors,” “Management’s Discussion and Analysis of Financial Condition and Results of Operations,” and our financial statements, including the notes thereto, appearing elsewhere in this prospectus. Our Business ~~General~~CitroTech ~~Enterprise Ventures,~~ Inc., (“~~GEVI~~CITR,” “we,” “us,” or the “Company”) ~~was~~is ~~originally~~a ~~incorporated~~specialty inchemical ~~Nevada~~company onwith ~~March~~an ~~14,~~environmentally ~~1990.~~safe ~~Our~~fire ~~principal~~inhibitor ~~executive~~that ~~offices~~can ~~are~~be ~~located~~used atin ~~1740H~~the ~~Del~~wildfire ~~Range~~prevention ~~Blvd,~~and ~~Suite~~asset ~~166,~~protection ~~Cheyenne,~~market ~~Wyoming~~as ~~82009.~~well ~~Our~~as ~~telephone~~the ~~number~~wood isproducts ~~(800) 401-4535,~~ and ~~our~~lumber ~~email address is welcome@generalenterpriseventures~~industry.~~com.~~ ~~Our~~Company ~~website~~founder, ~~is www~~Mr.~~generalenterpriseventures.com~~ ~~and~~Steve ~~www.mightyfirebreaker.com.~~Conboy Weset doout ~~not~~to ~~incorporate~~develop ~~the~~a ~~information~~formula onfor ora ~~accessible~~product ~~through our websites into this Registration Statement, and you should not consider any information on, or~~ that ~~can~~would be ~~accessed~~both ~~through,~~effective ~~our~~and ~~websites a part of this Registration Statement. We are an~~ environmentally ~~sustainable flame retardant and flame suppression company for the residential home industry throughout the United States~~friends. On January 3, 2022, the Company formed Mighty Fire Breaker, LLC, an Ohio limited liability company (“MFB Ohio”), with the intention to acquire all the intellectual property of ~~Mighty Fire Breaker, LLC, a California limited liability company (“~~MFB California”), in connection with the flame retardant and flame suppression segments of the environmental industry, including patents and ~~patents~~ pending patents. On April 13, 2022, the ~~transaction between the~~ Company, MFB Ohio, MFB California and Mr. Conboy, the sole member of MFB California, ~~closed.~~entered ~~The~~into ~~transaction~~a ~~consideration~~Purchase Agreement (the “Purchase Agreement”), pursuant to which the ~~equity~~Company ~~holders~~(i) acquired all membership interests of MFB California, ~~was~~(ii) acquired all intellectual property owned by MFB California and Mr. Conboy, (iii) issued 1,000,000 shares of ~~the~~ Series C Convertible Preferred Stock, par value of $0.0001 per share of the Company ~~with~~(“Series aC ~~value~~Convertible atPreferred ~~closing~~Stock”), ofvalued 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 ~~family~~product. ofSince ~~products.~~MFB ~~Steve~~Ohio ~~Conboy,~~acquired ~~who~~MFB ~~founded~~California and the intellectual property from MFB California and Mr. Conboy, the Company has ~~been~~continued into develop many formulations based on its intellectual property and Mr. Conboy has remained involved with the ~~lumber~~Company ~~business~~as ~~for~~a ~~over~~technical 30consultant. ~~years~~Mr. ~~Approximately~~Conboy 10is ~~years~~not ~~ago,~~an heemployee ~~realized~~of ~~that~~the ~~residential~~Company. His management and ~~commercial~~his ~~fires,~~services asinclude ~~well~~supervision asof ~~wildfires,~~product ~~would~~blending ~~not~~at ~~cease~~the ~~for~~Company’s facility located in Oceanside, California according to the ~~foreseeable~~formulas ~~future.~~developed by Mr. Conboy, ~~understood~~and ~~that,~~the ~~even~~development ifof ~~lumber~~new ~~was~~products ~~treated~~and formulas as the Company’s Chief Technology Officer, itpursuant ~~was~~to ~~toxic~~the byConsulting ~~nature~~Agreement ~~and~~discussed ~~this~~below. ~~toxicity~~The isPurchase ~~harmful~~Agreement contemplated the parties entering into a separate royalty agreement related to ~~humans~~sales ~~and~~of the ~~environment~~MFB Ohio product. HeHowever, ~~realized~~the ~~that~~Company ~~there~~and ~~was~~Mr. Conboy mutually agreed not to enter into a ~~market,~~separate royalty agreement and ~~most~~instead ~~importantly~~entered into a ~~need~~Consulting Agreement, ~~for~~dated aJanuary ~~product~~26, ~~that~~2025, ~~was~~effective ~~capable~~as of ~~fire~~March ~~suppression~~1, ~~and~~2025 ~~being~~(the “Consulting Agreement”). Pursuant to the Consulting Agreement, Mr. Conboy will serve as the Company’s Chief Technology Officer, Mr. Conboy will receive a ~~fire~~monthly ~~retardant~~fee ~~while~~of ~~also~~$35,000 ~~being~~beginning on March 1, 2025, and the ~~safest~~Company ~~for~~has the ~~environment~~right, ~~and~~but not the obligation, at any time upon written notice to Mr. Conboy, to purchase the royalty from Mr. Conboy for ~~human~~the ~~beings~~amount of $7,500,000. The Purchase Agreement also states that Mr. Conboy ~~set~~is ~~out~~entitled to ~~develop~~appoint aone ~~formula~~member ~~for~~on athe ~~product~~Board ~~that~~of ~~would~~Directors ~~meet~~of ~~these~~the ~~requirements~~Company. ~~During~~As of the ~~course~~date of ~~research~~this ~~and development~~prospectus, Mr. Conboy ~~formed~~has ~~MFB~~not ~~California~~exercised such right. Our current product is CitroTech, which is utilized in wildfire prevention and ~~contributed~~protection ~~numerous~~and ~~patents~~to ~~toward~~treat ~~development~~lumber ofto inhibit fire. In addition, we are developing a ~~green~~coating ~~product~~to ~~line~~treat ~~that~~lumber ~~was~~during ~~envisioned~~manufacture ~~many~~prior ~~years~~to ~~ago~~distribution. ~~That~~Our product is ~~CitroTech~~sustainable, because it is made of food-grade ingredients derived from corn, fruits and other renewable sources. ~~Since~~Our ~~MFB~~current ~~Ohio~~customer ~~acquired~~base is mainly comprised of homeowners, developers and fire departments in the ~~MFB~~Western ~~California~~United ~~portfolio~~States. ofHomeowners ~~intellectual~~and developers use our product to proactively spray wood framing during construction to treat the property, ~~Company~~prior ~~management~~to ~~has~~the ~~continued~~occurrence of fires. We install systems to ~~develop~~deploy ~~many~~our ~~formulations~~product remotely to ~~achieve~~provide ~~the~~a ~~vision~~buffer zone around properties to prevent combustion. InFire ~~addition,~~Departments ~~the~~use ~~Company~~our ~~has~~product ~~been~~to ~~recognized~~proactively spray around controlled burns and ~~certified~~areas ~~for~~that ~~their~~traditionally ~~achievement~~have active wildfire risk to prevent expansion of the burn area. ~~These~~As ~~recognitions~~of ~~and~~the ~~achievements~~date of this prospectus, ~~including~~the ~~twice~~Company ~~receiving~~has received the EPA Safer Choice award twice and ~~being~~has been awarded the UL GreenGuard Gold status (demonstrates minimal impact on the indoor smoke environment in the long period). CitroTech is the first and only EPA ~~certified~~recognized fire ~~retardant,~~inhibitor UL(safe ~~Certification, GreenGaurd Gold~~ for nothe ~~VOCs,~~environment) ~~other~~that ~~accreditations,~~has ~~and~~been ~~adoption~~adopted by departments throughout the State of California. ~~After~~In addition, MFB Ohio entered into a Partnership Agreement between MFB Ohio and the ~~Company’s~~U.S. ~~acquisition~~Environmental ofProtection Agency (the “EPA”) on August 26, 2022 (the “EPA Partnership Agreement”). Under the EPA Partnership Agreement, MFB ~~California~~Ohio agreed to participate in EPA Safer Choice’s ~~technology~~surveillance and auditing program, ~~the~~which ~~patent~~consists ~~portfolio~~primarily of annual desk audits and ~~technology~~triennial ~~will~~on-site audits. The EPA Partnership Agreement has a term of three years and may be ~~expanded~~renewed ~~into~~by ~~areas~~mutual ~~that~~agreement ~~benefit~~prior ~~from~~to anthe ~~environmentally~~expiration ~~safe~~date. ~~product~~During ~~disrupting~~2025, athe ~~market~~Company ~~previously~~initiated ~~thought~~the ofaudit asprocess ~~toxic~~with the EPA to review and ~~carcinogenic~~extend the Partnership Agreement. The Company intends to expand its patent portfolio and technology to provide environmentally safe product alternatives. MFB Ohio has developed and is in the initial phases of marketing wood coatings ~~and~~using isits ~~currently~~safe, inenvironmentally ~~USDA~~friendly ~~testing~~technology. ~~for~~MFB ~~delivery~~Ohio ~~from~~provides ~~aircraft~~a ~~using~~self-contained sprinkler system containing its ~~safe,~~patented ~~environmentally~~CitroTech ~~friendly~~product ~~technology.~~that ~~MFB~~can isbe ~~also~~proactively ~~currently~~deployed ~~deploying~~in advance of wildfires (the “Proactive Wildfire Defense ~~Systems~~System”) on residential and commercial properties., ~~Wildfire~~thereby ~~insurance~~reducing isthe afire ~~significant~~risk ~~problem~~to inthe ~~eleven western states~~structures. The Company is ~~working~~also in discussions with insurance companies to reduce the fire risk and ~~allow~~help ensure properties ~~to be insured~~ in the ~~Wilderness~~Wildland Urban Interface, a transitional zone ofwhere ~~transition~~developed ~~between~~areas meet wilderness and ~~developed~~face ~~land~~heightened ~~where~~risk ~~built~~of ~~environment~~catastrophic ~~meets~~wildfires, ~~natural~~remain ~~environment~~insurable. atThere ~~greater~~is ~~risk~~a ofwildfire ~~catastrophic~~base ~~wildfire~~insurance shortage in 11 Western States. In those States, insurance companies are refusing to provide coverage on new construction and will not renew existing policies, resulting in cancelation of policies. ~~MFB~~CitroTech ~~Ohio~~is partnering with a large insurance broker to offer insurance to our customers if they utilize our Proactive CitroSafe System in their properties. Our product is ~~now~~currently in the proof -of -concept phase and ~~developing~~beginning ~~revenues~~to ingenerate ~~the~~revenues ~~various~~across several markets. Our management is comprised of ~~one~~five ~~individual,~~individuals: ~~Joshua~~Wes ~~Ralston~~Bolsen, ~~who~~our isChief ~~our~~Executive ~~President~~Officer and member of the Board of Directors; Andrew Hotsko, our Chief ~~Executive~~Operating ~~officer~~Officer; Nanuk Warman, our Chief Financial Officer; Stephen Conboy, who is our Chief Technology Officer; and ~~Chairman~~Anthony Newton, who is our General Counsel. As of the ~~Board~~date of ~~Directors.~~this ~~Mr.~~prospectus, board members Ted Ralston ~~has~~and ~~[•]~~Craig Huff have approximately 99% of the voting power through ~~his~~their ownership of Series A Preferred Stock, ~~with~~which has super voting rights, toand ~~control the vote on~~ substantially controls all corporate matters.

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~~Financial Performance to Date As of June 30, 2024, we had limited revenue and we anticipate incurring operating losses and negative operating cash flow for the next twelve months.~~ Business Model Principal product, services and markets The Company’s subsidiary MFB holds various intellectual property in the form of patents and trademarks in the fields of environmentally-friendly specialty chemicals for fire ~~suppression~~inhibiting, mapping and tracking of ~~fire~~inhibitors ~~retardant~~and dispersion ~~and fire inhibition chemistry and technology~~. The Company and MFB have obtained multiple ~~certification~~certifications and accreditations in this industry for their CitroTech product, such as being the only United States Environmental Protection Agency (“EPA”) Safer Choice approved, long-term fire retardant, awarded UL ~~GreenGaurd~~GreenGuard Gold status, and California Bioassay water approval. The EPA Safer Choice award recognizes achievements in the design, ~~LENS~~manufacture, promotion, selection and use of products with safer chemicals, that furthers outstanding or innovative source reduction, including work that results in ~~the~~cleaner ~~process~~air ofor ~~USDA~~water. ~~approval~~UL GreenGuard Gold recognizes demonstrated product sustainability and commitment to increased health through products that have low chemical emissions. Future Markets Insights, a market researcher in Pimpri-Chinchwad, India, projects that the fire -retardant market is forecast to be $13.6 billion dollars globally by 2034. MFB markets its product to home, industrial and commercial ~~proactive~~users, as well as fire ~~defense~~departments. ~~systems~~Distribution ~~directly~~methods ~~and~~CitroTech inInc. ~~conjunction~~ships ~~with~~directly ~~large~~from ~~insurance~~its ~~companies~~Oceanside, ~~sells~~California ~~EPA~~facility, and has product ~~through~~available ~~various~~to ~~retailers~~fulfill ~~and~~orders. ~~directly~~The toCompany’s ~~large~~product ~~users~~is ~~such~~blended asin ~~fire~~Oceanside, ~~departments~~California ~~and~~by ~~other~~Chief ~~countries~~Operating Officer, Andrew Hotsko. ~~Distribution~~Under ~~methods~~his ~~MFB~~supervision, ~~ships~~whereafter ~~directly~~the ~~from~~product ~~its~~is ~~Rohnert~~shipped ~~Park,~~directly ~~California~~to ~~facility,~~customers ~~and~~or ~~has~~delivered ~~product~~to ~~available~~regional retailers for sale to ~~fulfill~~smaller ~~orders~~consumers. Competitive business conditions and the Company’s competitive position in the industry The fire-retardant market has been status quo for many years without significant innovation. ~~The~~A ~~market~~study isat ~~regarded~~the asUniversity ~~having~~of ~~product~~Southern California published in Environmental Science and Technology explained that ~~are~~the ~~not~~fire retardant industry is known for ~~their~~having ~~environmental~~products ~~safety~~containing ortoxic ~~sustainability~~metals that are not environmentally safe, and are ~~generally~~ considered as not friendly toward humans, wildlife, fish, water, and plants. ~~MFB’s~~ CitroTech is an all-green fire retardant. ~~MFB~~We feel that CitroTech Inc’s ~~product~~products will be sold at ~~substantial~~a ~~margins~~price ~~and~~that can be competitive in many markets, including western states where wildfires occur, and areas of the United States where there is new home construction relating to population growth, such as Florida and Texas. Our industry is evolving rapidly and is becoming increasingly competitive. Competitors, such as Perimeter Solutions, SA have longer operating histories, larger customer bases, greater brand recognition and significantly greater financial, marketing and other resources than we do. Competitors, such as Perimeter Solutions, SA have adopted, and may continue to adopt, aggressive pricing policies and devote substantially more resources to marketing, website and systems development than we do. In the lumber and wood products industry, we anticipate the significant competition from the incumbent pressure treated lumber industry, as the CitroTech solution for topical application of lumber for Class A fire rating starts to gain market share. This includes companies like Hoover Treated Wood Products. Patents, trademarks and licenses and their duration MFB currently holds 3031 granted patents and 2656 pending ~~patents~~patent applications. The granted patents include MFB’s main chemistry and applications. MFB has 21 trademarks and various copyrights.

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Need for government approval of principal product or services. Use of MFB’s product on government land ~~may~~is likely to require ~~governmental~~listing ~~permits~~on ~~and~~the ~~certifications~~US ~~from~~Forest ~~the~~Service ~~USDA~~Qualified ~~and~~Products List (QPL) but in certain circumstances may be able to apply on lands where the EPA Safer Choice designation is accepted. ~~MFB~~CitroTech Inc. is in the process of determining the scope of any permit and certification requirements. Once completed, ~~MFB~~the company will obtain required permits and certificates. ~~Entities such as fire departments may request a waiver from governmental agencies to use our product. We have already sold to customers under the waiver process.~~ Effect of existing or probable government regulations on the business ~~MFB~~CitroTech Inc. tracks all proposed regulatory changes and makes commercially reasonable efforts to comply in advance. ~~MFB~~The company maintains an advisory board of retired high -level fire officials that watch such changes for the Company. ~~MFB~~CitroTech also retains ~~experienced~~ legal counsel that is experienced in this regard. Cost and effects of compliance with environmental laws Expenses for initial permit and certification applications with the ~~USDA and~~ EPA have been paid. ~~MFB~~CitroTech expects annual costs for ~~USDA and~~ EPA certifications to be not more than $10,000. ~~Recent~~We ~~Developments~~may ~~Listing~~spend onup ~~NYSE American Our Common Stock is currently quoted on the OTC Pink under the symbol “GEVI.” In connection with this offering, we intend~~ to ~~apply to list our Common Stock on NYSE American under the symbol “GEVI.” If our listing application is approved~~$100,000 wein expect to list our Common Stock on NYSE American upon consummation of the offering, at which point our Common Stock will cease to be traded on the OTC Pink. No assurance can be given that our listing application will be approved. This offering will only be consummated if NYSE American approves the listing of our Common Stock. NYSE American listing requirements include, among other ~~things,~~environmental a stock price threshold. As a result, prior to effectiveness, we intend to take the necessary steps to meet NYSE American listing requirements, including but not limited to a consummating a reverse split of our outstanding Common Stock and ~~treasury~~USFS ~~stock~~QPL astesting ~~further~~in ~~discussed below. If NYSE American does not approve~~ the ~~listing~~year ~~of our Common Stock, we will not proceed with this offering~~ahead. ~~There~~Recent ~~can~~Developments ~~be no assurance that our Common Stock will be listed on NYSE American.~~ Reverse Stock Split On ~~June~~April 15, ~~2024~~2025, our Board of Directors and our stockholders that have ~~in excess of~~ a majority of our voting power approved an amendment to our Articles of Incorporation to effect athe ~~reverse~~Reverse ~~stock~~Stock ~~split~~Split ~~with~~(which aincludes ~~ratio of 1-for- following~~ the ~~effective~~outstanding ~~time~~Series onA ~~which~~Preferred ~~the~~Stock ~~registration~~and ~~statement~~Common Stock of ~~which~~the ~~this~~Company ~~prospectus~~at ~~forms~~ a ~~part~~1-for-6 isratio). ~~declared~~On ~~effective~~July by8, ~~the~~2025, ~~SEC~~we ~~but~~filed ~~prior~~Articles toof ~~the~~Amendment ~~closing~~ of ~~this~~the ~~offering.~~Company’s WeArticles ~~intend~~of ~~for~~Incorporation (the ~~Board~~“Amendment”) ~~of Directors to effect such reverse stock split in connection~~ with the ~~consummation~~Secretary of ~~this~~State ~~offering~~of ~~and~~the ~~our~~State ~~intended listing~~ of ~~our~~Wyoming ~~Common~~for ~~Stock~~a on1-for-6 ~~NYSE~~Reverse ~~American,~~Stock ~~however~~Split. weThe ~~cannot~~Reverse ~~guarantee~~Stock ~~that~~Split ~~such~~was ~~reverse~~effective ~~stock split will be necessary or will occur in connection with the listing of our Common Stock~~ on ~~NYSE~~August ~~American~~27, ~~or that NYSE American will approve our initial listing application for our Common Stock upon such reverse stock split~~2025. The ~~reverse~~Reverse ~~stock~~Stock ~~split~~Split will not impact the number of authorized shares of Common Stock, which will remain at 1,000,000,000 shares. Unless otherwise noted, the share and per share information in this prospectus reflects, other than in our historical financial statements and the notes thereto, athe ~~proposed~~Reverse ~~reverse~~Stock ~~stock~~Split ~~split~~at a ratio of ~~the~~1-for-6. ~~outstanding~~Name ~~Common~~Change ~~Stock~~On ~~and~~December ~~treasury~~1, ~~stock~~2025, ofour ~~the~~stockholders ~~Company~~that athave a ~~ratio~~majority of ~~1-for-~~our voting power approved an amendment to ~~occur~~our ~~immediately~~Articles ~~following~~of Incorporation to effect change the ~~effective~~name ~~time~~of onthe ~~which~~Company to “CitroTech Inc.” (the ~~registration~~“Name ~~statement~~Change”). On January 5, 2026, we filed Articles of ~~which~~Amendment ~~this~~of ~~prospectus~~the ~~forms~~Company’s aArticles ~~part~~of isIncorporation ~~declared~~with ~~effective~~the bySecretary of State of the ~~SEC~~State ~~but~~of ~~prior~~Wyoming to effectuate the ~~closing~~Name ofChange. ~~this~~The ~~offering~~Name Change was effective on January 22, 2026. Summary of Risks Associated with our Business and Operations Our business is subject to ~~significant~~a number of risks, ~~which~~that ~~are~~you ~~disclosed~~should inbe ~~more~~aware ~~detail~~of ~~under~~before ~~“Risk~~making ~~Factors,”~~an ~~beginning~~investment ondecision ~~page~~to ~~12,~~purchase asour asecurities. ~~result~~You should carefully consider all of ~~which~~the aninformation ~~investment~~set forth in ~~our~~this ~~Common~~prospectus ~~Stock~~and, isin ~~highly~~particular, ~~speculative~~should ~~and~~evaluate ~~could~~the ~~result~~specific factors set forth in the ~~loss~~section oftitled ~~your~~“Risk ~~entire~~Factors” ~~investment~~beginning on page [11] in deciding whether to invest in our securities. Significant risks include, but are not limited to, the following:

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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 management will have broad discretion over the use of proceeds from this offering and may not use the proceeds effectively.
	·	Even if a 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, we cannot assure you that the market price of our Common Stock will remain high enough for such reverse split to have the intended effect of complying with minimum bid price requirement for continued listing.
	·	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 a de-listing 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 investors, including institutional investors, and may not satisfy the investing 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, uplist to NYSE American and pricing of this offering, potential investors will not have an opportunity to check the actual 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 result, investors in our Common Stock could incur substantial losses.
	·	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 to Our Business
	·	The report of the independent registered public accounting firm on our ~~2023~~2024 and ~~2022~~2023 financial statements contains a going concern qualification.
	·	We are controlled by ~~one~~two ~~principal~~board ~~stockholder~~members ~~who~~Ted ~~serves~~Ralston asand ~~our~~Craig ~~Chairman~~Huff, who have approximately 99% of the ~~Board~~voting power through their ownership of Series A Preferred Stock, which has super voting rights, and ~~our~~substantially ~~executive~~controls ~~officer~~all corporate matters. Because the ~~principal~~stockholders ~~stockholder~~control ~~controls~~ the outcome 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.Regulatory approvals for fire retardant treated wood products as well as the ability to be listed on the Federal QPL may slow product sales or prevent it from getting into the market
	·	If we are unable to expand our base of ~~manufacturers~~raw material suppliers, our future growth and operating results could be adversely affected.
	·	Various factors outside our direct control may adversely affect the 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 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 ~~single~~five-person management team: inWesley ~~conducting~~Bolsen, our ~~business,~~Chief ~~who~~Executive ~~does~~Officer ~~not~~and ~~devote~~member ~~all~~ of ~~his~~the ~~time~~board toof ~~managing~~directors, ~~the~~Andrew ~~Company~~Hotsko, ~~and~~who weis ~~currently~~our ~~have~~Chief noOperating ~~full-time~~Officer, ~~employees~~Nanuk Warman, ~~which~~our ~~may~~Chief ~~impede~~Financial Officer, Stephen Conboy, who is our ~~ability~~Chief toTechnology ~~carry~~Officer onand Anthony Newton, who is our ~~business~~General Counsel.
	·	Since we have a limited operating history, it is difficult for potential investors to evaluate our business.
	·	We do not currently have sufficient cash flow to maintain our business.
	·	Our management has limited experience operating a public company and is subject to the risks commonly encountered by early-stage companies.
	·	Increased operating costs and obstacles to cost recovery due to the pricing and cancelation terms of our raw materials and support services contracts may constrain our ability to make 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 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 CitroTech Inc.
	·	Changes in consumer preferences or discretionary consumer spending could harm our performance.
	·	We may become subject to potential claims for product liability.
	·	Increases in prices of commodities needed to manufacture our product could adversely affect profitability.

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Risks Relating to MFB
Our Corporate Information We were originally incorporated in Nevada on March 14, 1990. Our principal executive offices are located at 6400 S. Fiddlers Green Cir., Suite 300, Greenwood Village, Colorado 80111. Our telephone number is (800) 401-4535, and our email address is info@citrotech.com. Our website is www.citrotech.com. We do not incorporate the information on or accessible 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 Securities Exchange Act of 1934, as amended (the “Exchange Act”), meaning that the market value of our stock held by non-affiliates is 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 year. We may continue 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 million during the most recently completed fiscal year and the market value of our stock held by non-affiliates is less than $700 million as of our most recently completed second fiscal quarter. As a smaller 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 reporting companies. As a result of qualifying 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 may be different than what you might receive from other public reporting companies in which you hold equity interests. Implications of being a Controlled Company As long as Mr. Theodore Ralston, our 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 permitted to rely on certain exemptions from the corporate governance rules of NYSE American, including:
	·	~~Changes~~an inexemption ~~consumer~~from ~~preferences~~the orrule ~~discretionary~~that ~~consumer~~a ~~spending~~majority ~~could~~of ~~harm~~ our ~~performance.~~board of directors must be independent directors;
	·	Wean ~~may~~exemption ~~become~~from ~~subject~~the rule that the compensation of our officers must be determined or recommended to ~~potential~~the ~~claims~~board ~~for~~of ~~product~~directors ~~liability.~~by a majority of our independent directors or by a compensation committee that is composed entirely of independent directors; and
	·	~~Increases~~an inexemption ~~prices~~from the rule that our director nominees must be selected or recommended by a majority of ~~commodities~~the ~~needed~~independent todirectors ~~manufacture~~or ~~our~~by ~~product~~a ~~could~~nominating ~~adversely~~committee ~~affect~~composed ~~profitability~~solely of independent directors.
General Business Risks
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 companies that are subject to these corporate governance requirements.
	·	We will be increasingly dependent on information technology, and our systems and infrastructure face certain risks, including cybersecurity and data leakage risks.
	·	Our failure to maintain effective internal controls over financial reporting could have an adverse impact on us.
	·	We could become subject to litigation that could be costly, result in the diversion of management’s time and efforts, require us to pay damages, and/or prevent us from developing or marketing our existing or future product.
	·	The market for our Common Stock has been thinly traded, so you may be unable to sell at or near ask prices or at all if you need to sell your shares to raise money or otherwise desire to liquidate your shares.
	·	The indemnification provisions in our Articles of Incorporation and bylaws under Wyoming law may result in substantial expenditures by our Company and may discourage lawsuits against our directors, officers, and employees.
	·	We are classified as a “smaller reporting company,” and we cannot be sure if the reduced disclosure requirements applicable to smaller reporting companies will make our Common Stock less attractive to investors.
	·	Because directors and officers currently and for the foreseeable future will continue to control the Company, you will not likely be able to elect directors or have any say in the Company’s policies.
	·	Because our Company has anti-takeover mechanisms through the issuance of our Series A Preferred Stock, this could have a negative impact on other shareholders in voting on matters of the Company.
	·	Our Series A Preferred Stock may lead to conflicts of interest and could negatively impact the price of our securities.
Implications of Being an Emerging Growth Company
As a company with less than $1.235 billion in revenue during our last fiscal year, we qualify as an “emerging growth company” as defined in the Jumpstart Our Business Startups Act of 2012 (the “JOBS Act”).
An emerging growth company may take advantage of reduced reporting requirements that are otherwise generally applicable to public companies, although as a smaller reporting company we are taking advantage of reduced reporting requirements. In particular, as an emerging growth company, we:
	·	may present only two years of audited financial statements and related disclosure under Management’s Discussion and Analysis of Financial Condition and Results of Operations;
	·	are not required to provide a detailed narrative disclosure discussing our compensation principles, objectives and elements and analyzing how those elements fit with our principles and objectives, which is commonly referred to as “compensation discussion and analysis”;
	·	are not required to obtain an attestation and report from our auditors on our management’s assessment of our internal control over financial reporting pursuant to the Sarbanes-Oxley Act of 2002;
	·	are not required to obtain a non-binding advisory vote from our stockholders on executive compensation or golden parachute arrangements (commonly referred to as the “say-on-pay,” “say-on frequency” and “say-on-golden-parachute” votes); and
	·	are exempt from certain executive compensation disclosure provisions requiring a pay-for-performance graph and chief executive officer pay ratio disclosure.
We have elected to take advantage of all of these reduced reporting requirements and exemptions. However, since we have already adopted certain new or revised accounting standards under §107 of the JOBS Act, we are not able to take advantage of the delayed phase in of the new or revised accounting standards.

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Under the JOBS Act, we may take advantage of the above-described reduced reporting requirements and exemptions for up to five years after our initial sale of common equity pursuant to a registration statement declared effective under the Securities Act of 1933, as amended (the “Securities Act”), or such earlier time that we no longer meet the definition of an emerging growth company. The JOBS Act provides that we would cease to be an “emerging growth company” if we have more than $1.235 billion in annual revenues (as adjusted for inflation), have more than $700 million in market value of our Common Stock held by non-affiliates, or issue more than $1 billion in principal amount of non-convertible debt over a three-year period, whichever is the earliest. Under current rules of the SEC, however, we will continue to qualify as a “smaller reporting company” for so long as we have either (i) a public float (i.e., the market value of common equity held by non-affiliates) of less than $250 million as of the last business day of our most recently completed second fiscal quarter or (ii) annual revenues of less than $100 million and a public float of less than $700 million. Implications of Being a Smaller Reporting Company We are a “smaller reporting company,” meaning that the market value of our stock held by non-affiliates is 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 year. We may continue 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 million during the most recently completed fiscal year and the market value of our stock held by non-affiliates is less than $700 million as of our most recently completed second fiscal quarter. As a smaller 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 reporting companies. As a result of qualifying as an emerging growth company and a smaller reporting company, to the extent we take advantage of the allowable reduced reporting burdens, the information that we provide to our stockholders may be different than what you might receive from other public reporting companies in which you hold equity interests.

THE OFFERING

Common Stock offered by the Selling Stockholders:		Up to 8,154,280 shares of Common Stock.

Common stock outstanding after completion of this offering:		26,957,510 shares.⁽¹⁾

Use of proceeds:		We will not receive any of the proceeds from any sale of the Shares by the Selling Stockholders. We may receive proceeds upon the exercise of outstanding warrants for shares of Common Stock covered by this prospectus. See “Use of Proceeds.” Any proceeds will be used to fund the research and development, commercialization and sales of the Company’s core products. It will be used to fund necessary operating and business expenses as well as expanding the product portfolio that the company has to offer through outside research agreements or partnerships or joint ventures. The proceeds may fund working capital or raw material purchases to be able to manufacture and sell products.

Dividend policy:		We do not anticipate paying any cash dividends on our Common Stock. We expect that, for the foreseeable future, any earnings will be reinvested in our business.

NYSE symbol:		“CITR”

Risk Factors:			You should carefully read and consider the information set forth under the heading “Risk Factors,” beginning on page [12] of this prospectus and all other information set forth in this prospectus before deciding to invest in our Common Stock.

Transfer Agent Registrar:			Colonial Stock Transfer Co., Inc.

(1) Unless we indicate otherwise, the number of shares of our Common Stock is based on 18,803,230 shares of Common Stock outstanding as of February 16, 2026. Except as otherwise indicated, all information in this prospectus:

	·	is based on 18,803,230 shares of Common Stock issued and outstanding as of February 16, 2026 ;
	·	does not reflect 166,667 shares of Common Stock issuable upon exercise of common stock purchase warrants with an exercise price of $0.06;
	·	does not reflect 395,835 shares of Common Stock issuable upon conversion of 118,750 shares of Series C Convertible Preferred Stock that are convertible on demand by the stockholder at the rate of approximately 3.34 shares of Common Stock for each share of Series C Convertible Preferred Stock.

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THE OFFERING
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 in this prospectus and the following information as of September 30, 2025 and for the nine months ended September 30, 2025 and 2024, has been derived from our unaudited interim consolidated financial statements which appear elsewhere in this prospectus. The following summary financial data should be read in conjunction with the sections entitled “Capitalization” and “Management’s Discussion and Analysis of Financial Condition and Results 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 expected for any future periods. Consolidated Statements of Operations Information:
Common Stock offered by us:	3,500,000 shares of Common Stock, based on an assumed public offering price of $ per share, which is based on the last reported sales price of our Common Stock of [•] on [•], 2024,
	For the Nine Months Ended						For the Years Ended
Assumed public offering price:	$ per share. The actual number of shares we will offer will be determined based on the actual public offering price and the reverse split ratio will be determined based on the stock price.(1)
	September 30,						December 31,
Common stock outstanding prior to this offering:	[•] shares(2)
	2025			2024			2024			2023
Common stock to be outstanding upon completion of this offering:	[•] shares (assuming no exercise of the over-allotment option and no exercise of the Representative’s Warrants)(2)
Revenue	$	1,945,232		$	738,729		$	808,372		$	520,645
Over-allotment option:	We have granted the underwriters an option to purchase from us up to an additional 525,000 shares of Common Stock within 45 days from the date of this prospectus solely to cover over-allotments, if any, at the initial public offering price per share, less underwriting discounts and commissions.
Operating expenses	$	12,659,025		$	4,844,042		$	6,113,050		$	10,618,583
Use of proceeds:	We expect the net proceeds from this offering will be approximately $ million dollars, after deducting underwriting fees, discounts and estimated offering expenses. We intend to use the net proceeds of this offering substantially as follows:
Loss from operations	$	(10,713,793	)	$	(4,105,313	)	$	(5,304,678	)	$	(10,097,938	)
		(i)	Approximately $ [•] will be used for general and administrative expenses (SG&A).
Other expense	$	(20,022,838	)	$	(977,039	)	$	(1,577,044	)	$	(4,328	)
		(ii)	Approximately $ [•] is to be used for production and inventory.
Net loss	$	(30,736,631	)	$	(5,082,352	)	$	(6,881,722	)	$	(10,102,266	)
		(iii)	The balance of approximately $ [•] is to be used for marketing. In the event that the proceeds of this offering would not provide sufficient funds to complete our estimated budget, we would then re-evaluate our budget and adjust it to meet any contingencies that may arise.
Weighted average common shares outstanding - basic and diluted		10,673,390			9,165,597			8,382,753			16,110,578
Representative’s Warrants:	The registration statement of which this prospectus forms a part also registers for sale Representative's Warrants to purchase up to 5% of the aggregate number of shares of common stock sold in this offering, including any shares of common stock to cover over-allotments, if any, to the Representative, and the shares of Common Stock underlying the Representative’s Warrants, as a portion of the underwriting compensation payable to the Representative in connection with this offering. The Representative’s Warrants will be exercisable beginning 180 days following the commencement of sales of the securities issued in this offering and will expire five years after such date at an exercise price equal to 110% of the public offering price of shares of Common Stock. Please see “Underwriting—Representative’s Warrants” for a more detailed description of these warrants.
Net loss per common share - basic and diluted	$	(2.88	)	$	(0.55	)	$	(0.84	)	$	(0.60	)
Dividend policy:	We do not anticipate paying any cash dividends on our Common Stock. We expect that, for the foreseeable future, any earnings will be reinvested in our business.
Trading symbol:	Our symbol on the OTC Pink is “GEVI”. We intend to apply to have our Common Stock listed on NYSE American under the symbol “GEVI”, and if necessary, we intend to effect a reverse stock split of our Common Stock in order to obtain NYSE American approval for our listing of our Common Stock. We cannot guarantee that NYSE American will approve our initial listing application for our Common Stock upon such reverse stock split. If our listing application is not approved by NYSE American, we will not be able to consummate this offering and will terminate the offering.

Consolidated Balance Sheet Information:
	As of September 30,			As of December 31,
	2025			2024			2023
Current assets	$	6,195,974		$	1,617,478		$	1,218,056
Long term assets	$	5,005,882		$	3,860,212		$	4,085,088
Current liabilities	$	2,973,628		$	2,161,883		$	1,617,785
Noncurrent liabilities	$	-		$	-		$	50,047
Series A Preferred Stock, par value $0.0001 per share, designated 10,000,000 shares; 10,000,000 shares issued and outstanding	$	34		$	167		$	167
Series C Convertible Preferred Stock, par value $0.0001 per share, designated 10,000,000 shares; 763,700, 3,001,969 and 2,273,499 issued and outstanding, respectively	$	76		$	300		$	227
Common Stock par value $0.0001 per share, authorized 1,000,000,000 shares; 17,702,912, 6,140,264 and 16,257,565 shares issued and outstanding, respectively	$	1,770		$	614		$	1,626
Additional paid in capital	$	115,609,688		$	79,680,114		$	72,436,958
Common Stock to be issued - 0, 0 and 500,000 shares, respectively		-		$	-		$	180,000
Subscription received - 0, 0 and 183,333 shares of Series C Convertible Preferred stock to be issued, respectively	$	-		$	-		$	500,000
Accumulated deficit	$	(107,102,019)	)	$	(76,365,388	)	$	(69,483,666	)
Total stockholders’ equity	$	8,509,682		$	3,315,807		$	3,635,312

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Risk Factors:			You should carefully read and consider the information set forth under the heading “Risk Factors,” beginning on page 12 of this prospectus and all other information set forth in this prospectus before deciding to invest in our Common Stock.
Lock-up Agreements:			We and our directors, officers and greater than 5% stockholders have agreed with the Representative not to offer for sale, issue, sell, contract to sell, pledge or otherwise dispose of any of our Common Stock or securities convertible into or exercisable for Common Stock for a period of six months after the date of this prospectus. See “Underwriting—Lock-Up Agreements.”
Transfer Agent and Registrar:			Colonial Stock Transfer Co., Inc.
(1) The actual number of shares of Common Stock and Representative’s Warrants that we will offer and that will be outstanding after this offering will be determined based on the actual public offering price and the reverse split ratio will be determined based in part on the price of our Common Stock on the OTC Pink at the time of the determination. (2) Unless we indicate otherwise, the number of shares of our Common Stock is based on [•] shares of Common Stock outstanding as of [•], 2024, and gives effect to our reverse stock split at a ratio of 1-for [•]. Except as otherwise indicated, all information in this prospectus:
	·	assumes that the public offering price is $ [•] per share (which is based on the last reported sales price of our Common Stock of $ [•] on [•], 2024, after giving effect to the reverse stock split below);
	·	is based on [•] common shares issued as of October [•], 2024;
	·	assumes no exercise of the Representative’s Warrants;
	·	assumes no exercise by the Representative’s option to purchase up to an additional [•] shares of Common Stock to cover over-allotments, if any, and; 6
	·	excludes the number of shares of Common Stock underlying 1,463,750 warrants (with an exercise price of $0.50 per share of Common Stock), $1,171,000 convertible debt (with a conversion price of the lesser of $0.40 per share of Common Stock or a 30% discount to public offering price of this offering), and 2,546,831 shares of Series C preferred stock (convertible at 20 shares of Common Stock for every 1 share of Series C preferred stock).

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SUMMARY HISTORICAL FINANCIAL DATA The following information as of December 31, 2023 and 2022, and for years then ended, has been derived from our audited consolidated financial statements which appear elsewhere in this prospectus. The following information as of June 30, 2024 and for the six months ended June 30, 2024 and 2023, has been derived from our unaudited interim consolidated financial statements which appear elsewhere in this prospectus. The following summary financial data should be read in conjunction with the section titled “Management’s Discussion and Analysis of Financial Condition and Results of Operations” and the financial statements and related notes included elsewhere in this prospectus. Statement of Operations Data:

	For the Six Months Ended						For the Years Ended
	June 30,						December 31,
	2024			2023			2023			2022
Revenue	$	631,687		$	83,950		$	520,645		$	62,732
Operating expenses	$	4,175,637		$	916,484		$	10,618,583		$	2,981,291
Loss from operations	$	(3,543,950	)	$	(832,534	)	$	(10,097,938	)	$	(2,918,559	)
Other expense	$	(883,164	)	$	(759	)	$	(4,328	)	$	(255	)
Net loss	$	(4,427,114	)	$	(833,293	)	$	(10,102,266	)	$	(2,907,828	)
Weighted average common shares outstanding - basic and diluted		64,310,131			95,766,935			96,663,470			62,254,977
Net loss per common share - basic and diluted	$	(0.07	)	$	(0.01	)	$	(0.10	)	$	(0.05	)

Balance Sheet Data:
	As of June 30,			As of December 31,
	2024			2023			2022
Current assets	$	1,435,644		$	1,218,056		$	170,319
Long term assets	$	3,918,969		$	4,085,088		$	4,239,267
Current liabilities	$	2,131,001		$	1,617,785		$	1,060,918
Noncurrent liabilities	$	7,266		$	50,047		$	-
Series A Preferred Stock, par value $0.0001, designated 10,000,000 shares; 10,000,000 shares issued and outstanding	$	1,000		$	1,000		$	1,000
Series C Convertible Preferred Stock, par value $0.0001, designated 5,000,000 shares; 2,546,831, 2,273,499 and 950,000 shares issued and outstanding, June 30, 2024, December 31, 2023 and 2022, respectively	$	254		$	227		$	95
Common Stock par value $0.0001, authorized 1,000,000,000 shares; 36,552,150, 97,545,388 and 93,945,388 shares issued and outstanding, June 30, 2024, December 31, 2023 and 2022, respectively	$	3,655		$	9,755		$	9,395
Additional paid in capital	$	76,832,217		$	72,427,996		$	62,719,578
Common Stock to be issued - 500,000, 500,000 and 0 shares, June 30, 2024, December 31, 2023 and 2022, respectively	$	290,000		$	180,000		$	-
Subscription received - 0, 183,333 and 0 shares of Series C preferred stock to be issued, June 30, 2024, December 31, 2023 and 2022, respectively	$	-		$	500,000		$	-
Accumulated deficit	$	(73,910,780	)	$	(69,483,666	)	$	(59,381,400	)
Total stockholders’ equity	$	3,216,346		$	3,635,312		$	3,348,668

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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 “expects,” “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 development programs. One must carefully consider any such statement and should understand that many 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 known 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 may not continue to operate.; · Due to limited operating history, it may be difficult for potential investors to evaluate our business.;

· ~~Investors~~Our stock price has fluctuated in ~~this~~the ~~offering~~past, ~~will~~has ~~experience~~recently ~~immediate~~been volatile and ~~substantial~~may ~~dilution~~be inaffected ~~net~~by ~~tangible~~limited ~~book~~trading ~~value.~~volume and price fluctuations; · ~~Our~~Upon ~~management~~exercise of our outstanding options or warrants and upon conversion of our Series C Convertible Preferred Stock, we will ~~have~~be ~~broad~~obligated ~~discretion~~to ~~over~~issue ~~the~~a ~~use~~substantial number of ~~proceeds~~additional ~~from~~shares ~~this~~of ~~offering~~Common Stock which will dilute our present stockholders and may ~~not~~cause ~~use~~our ~~the~~stock ~~proceeds~~price ~~effectively.~~to decline; · ~~Even~~We ifmay ~~the~~issue ~~reverse~~preferred stock ~~split~~without ~~increases~~approval ~~the~~of ~~market~~our ~~price~~stockholders ofand ~~our~~have ~~Common~~other ~~Stock~~antitakeover defenses which may make it more difficult for a third party to acquire us and wecould ~~meet~~depress ~~initial~~our ~~listing~~stock ~~requirements,~~price; ~~there~~· ~~can~~We bedo nonot ~~assurance~~intend ~~that~~to wepay ~~will~~cash bedividends ~~able~~for the foreseeable future; · Our ability to ~~comply~~raise ~~with~~the ~~continued~~necessary ~~listing~~financing ~~standards,~~for athe ~~failure~~development of our business and the terms of any financing which ~~could~~we ~~result~~are inable ato ~~de-listing~~raise; of· Our ability to obtain and enforce any United States and foreign intellectual property we may seek; · Our ability to generate sufficient revenue from our ~~Common~~contract ~~Stock.~~services to cover our operating expenses;

·8 ~~Our~~Table ~~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 our planned reverse stock split. · A 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 convertible Series C Preferred Stock, we will be obligated to issue a substantial number of additional shares of Common Stock which will dilute our present shareholders and may cause our stock price to decline. · We may issue preferred stock without approval of our shareholders and have other antitakeover defenses which may make it more difficult for a third party to acquire us and could 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 United States and foreign intellectual property we may seek; · Our ability to generate sufficient revenue from our contract services to cover our operating expenses;Contents

10· ~~Table~~Our ability to establish a distribution network for the marketing and sale of ~~Contents~~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 in an EPA approved manufacturing facility; · Our 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 product subject 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, 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, including listing on CalTrans Approved Material Lists (AML) or the USFS ground-based QPL listing ; · Our ability to identify, hire and retain qualified executive, administrative, regulatory, research and development, and other personnel; · 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 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 other 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 political conditions; · The impact of changes in accounting rules on our financial statements; and · Other assumptions described in this prospectus.

·9 ~~Our~~Table ~~ability to establish a distribution network for the marketing and sale~~ of any of our product. · Our ability to establish manufacturing facilities in compliance with USDA and EPA manufacturing practices or to enter into manufacturing agreements for the manufacture of our product in an EPA approved manufacturing facility; · Our ability to enter into 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 product subject 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, taxation, controls and political and economic developments that 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 personnel; · 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 to price, market and sell our product; · Our ability to achieve favorable pricing for our product with third party manufacturers with respect to our product; · Our ability to accurately estimate anticipated expenses, capital requirements and needs for additional financing; · Our ability to accurately estimate the timing, cost or other 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 political conditions; · The impact of changes in accounting rules on our financial statements; and · Other assumptions described in this prospectus.Contents

The forward-looking statements in this prospectus speak only as of the date of this prospectus and you should not to place undue reliance on any forward-looking statements. Forward-looking statements 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 factors that could cause actual results to differ materially from those expressed in or implied by the forward-looking statements.

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RISK FACTORS

An investment in our Common 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 prospectus before making an investment decision with regard to our securities. The statements contained in this prospectus include forward-looking statements that are subject to risks and uncertainties that 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 risks and uncertainties may exist that could also adversely affect our business, prospects or operations. If any of the following risks actually occurs, our business, financial condition or results of operations 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 Relating 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 our outstanding shares of Common Stock. As a result, investors in this offering will incur immediate dilution of $ __________ per share based on the assumed public offering price of $ __________ per share. Investors in this offering will pay a price per share that substantially exceeds the book value of our assets after subtracting our liabilities. See “Dilution” for a more complete description of how the 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 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: sales, general and administrative costs, production and inventory, and marketing. Our management will have considerable discretion in the application of the net proceeds, and you will not have the 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 not improve our operating results or enhance the value of our securities.

Even if a 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, we cannot assure you that the market price of our Common Stock will remain high enough for such reverse split to have the intended effect of complying with minimum bid price requirement for 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, there can be no assurance that the market price of our Common Stock following the reverse stock split will remain at a price per share sufficient to meet the continued listing standards on the NYSE American, which such price is determined at the discretion of the NYSE American, but which has historically been a trading price of below $[•] per share price average over a thirty trading day period. Maintaining a low price per share for a substantial period will result in a notice from the NYSE American requiring the Company to complete a reverse split or be subject to delisting if not completed in a reasonable time. It is not uncommon for the market price of a company’s Common Stock to decline in the period following a reverse stock split. If the market price of our Common Stock declines following the effectuation of the reverse stock split, the percentage decline may be greater than would occur in the absence 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, could adversely affect the market price of our Common Stock and jeopardize our ability to meet or maintain the NYSE American’s 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 a de-listing of our Common Stock.

The Company is a controlled company, because more than 50% of the voting rights are vested in one person, Joshua Ralston, our Chairman of the Board and executive officer. Accordingly, the Company will have reduced listing standards until such time as it is no longer a controlled company. In conjunction with this offering, we intend to apply to list our Common Stock on NYSE American. Prior to the consummation of this offering, our Common Stock was quoted on OTC Pink. There is no assurance that our Common Stock will be listed or be able to continue to comply with the applicable listing standards. Should our Common Stock be listed on NYSE American, to maintain that listing, NYSE American requires that the trading price of a company’s 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 days, 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 stockholders’ equity, and certain corporate governance requirements. If we are unable to satisfy these requirements or standards, we could be subject to delisting, which would have a negative effect on the price 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 restore our compliance with the listing requirements, but we can provide no assurance that any such action taken by us would allow our Common Stock to become listed again, stabilize the market price 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 with the listing requirements.

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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 affected adversely by the reverse stock split given the reduced number of shares that will be outstanding following the reverse stock split, 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 number of shareholders who own odd lots (less than 100 shares) of our Common Stock, creating the potential for such shareholders to experience an increase in the cost of selling their shares of Common Stock and greater difficulty effecting such sales.

Following the reverse stock split, the resulting market price of our Common Stock may not attract new investors, including institutional investors, and may not satisfy the investing requirements 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 help generate greater or broader investor interest, there can be no assurance that the reverse stock split will result in a 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 investing requirements 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-split market 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 prospectus forms a part, effective and prior to closing of this offering. Because such reverse stock split will occur following the SEC declaring such registration statement effective and concurrently with the 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 confirming 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 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 future that are unrelated to our operating performance or prospects. The market price for our Common Stock may be influenced by many factors, including 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 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 a reverse split of our Common Stock and treasury stock;

●

our failure to become profitable;

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●

our failure to raise working capital;

●

cancellation of key contracts;

	●	our failure to meet financial forecasts we publicly disclose;

	●	trading volume of our Common Stock;

●

sales of our Common Stock by us or our stockholders; and

●

general economic, industry and market conditions.

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These broad market and industry factors may seriously harm the market price of our Common Stock, regardless of our operating performance. Since the stock price of our Common Stock has fluctuated 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 the market, securities class-action litigation has often been instituted against companies. Such litigation, if instituted against us, could result in substantial costs and diversion of management’s attention 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 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 as a “short squeeze.” 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 rate that is disconnected from the underlying value of the company. Many investors who have purchased shares in those companies at an inflated rate face the risk of losing a significant portion of their 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 be no assurance that we won’t 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 disconnected from our underlying value.

● Market prices for our Common Stock will be influenced by a number of factors, including: ~~● the issuance of new equity securities of the Company pursuant to a future offering, including issuances of preferred stock;~~

●

the issuance 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 competitor 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 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 significant ~~shareholders~~stockholders;

	●	investor perceptions of our Company; and

	●	market price fluctuations may negatively affect the ability of investors to sell our shares at consistent prices.

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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.

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 or exercise, as applicable, of outstanding shares of convertible preferred stock, warrants and options create a circumstance commonly referred to as an “overhang” which can act as a depressant to our 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 through the sale of equity or equity-linked securities more difficult in the future at a time and price that we deem reasonable or appropriate. If our existing ~~shareholders~~stockholders and investors seek to convert or exercise such securities or sell a substantial number of shares of our Common Stock, such selling efforts may cause significant declines in the market price of our Common Stock. In addition, the shares of our 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 substantial number of 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 willing to purchase, then the market price of our Common Stock may decline to a market price at which buyers are willing to purchase the offered Common Stock and sellers remain willing to sell our Common Stock.

We do not expect to declare any Common Stock cash dividends in the foreseeable future.

We do not anticipate declaring any cash dividends to holders of Common Stock in the foreseeable future. Consequently, Common Stockholders may need to rely on sales of their shares after price appreciation, which may never occur, as the only way to realize any future gains on their investment.

Risks Relating to Our Business

WeThe ~~are~~report ~~controlled~~of bythe ~~one~~independent ~~principal~~registered ~~stockholder~~public ~~who~~accounting ~~serves~~firm ason our ~~Chairman~~2024 ofand ~~the~~2023 ~~Board~~financial ~~and~~statements ~~our~~contains ~~executive~~a ~~officer~~going concern qualification.

AsOur ofconsolidated ~~the~~financial ~~date~~statements offor ~~this~~2024 ~~prospectus,~~and ~~Mr.~~2023 ~~Joshua~~are ~~Ralston~~prepared ~~owns~~on 10a going concern basis,~~000,000~~ ~~shares~~which ofcontemplates the ~~Series~~realization Aof ~~Preferred~~assets ~~Stock.~~and ~~Each~~the ~~share~~satisfaction of ~~the~~liabilities ~~Series~~and Acommitments ~~Preferred~~in ~~Stock~~the isnormal ~~entitled~~course toof ~~vote~~business. ~~1,000~~The ~~votes~~Company ~~per~~has ~~share,~~incurred ~~and~~losses assince ~~such~~inception ~~Mr.~~and ~~Ralston~~has ~~controls~~been ~~approximately~~dependent ~~[•]% of~~on ~~the~~related ~~vote,~~parties ~~and~~to ~~the~~fund ~~ability~~operations. toThese ~~control~~conditions ~~all~~raise ~~other~~substantial ~~matters~~doubt ~~requiring~~about the ~~approval~~Company’s ofability ~~our~~to ~~stockholders,~~continue ~~including~~as ~~the~~a ~~election~~going ofconcern ~~all~~within ofone ~~our~~year ~~directors~~after ~~and~~ the ~~approval~~date ofthat the ~~reverse~~consolidated ~~stock~~financial ~~split~~statements are issued.

There can be no assurance that sufficient funds required during the next year or thereafter will be generated from operations or that funds will be available from external sources, such as debt or equity 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, would force the Company to substantially curtail or cease operations and would, therefore, have a material adverse effect on its business. Furthermore, there can be no assurance that any such required funds, if available, will be available on attractive terms or that they will not have a significant dilutive effect on the Company’s existing stockholders.

The 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 deficiencies being addressed through additional equity and debt financing. The Company anticipates raising additional funds through public or private financing, strategic relationships or other arrangements 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. The Company cannot be certain that any such financing will be available on acceptable terms, or at all, and its failure to raise capital when needed could limit its ability to continue its operations.

The Company’s ability to obtain additional funding will determine its ability to continue as a going concern. Failure to secure additional financing in a timely manner and on favorable terms would have a material adverse effect on the Company’s financial performance, results of operations and stock price and require it to curtail or cease operations, sell off its assets, seek protection from its creditors through bankruptcy proceedings, or otherwise. Furthermore, additional equity financing may be dilutive to the holders of the Company’s 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.

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We are controlled by two principal stockholders. One of them serves as the Chairman of the Board and the other is a member of the board of directors.

As of the date of this prospectus, Mr. Theodore Ralston and Mr. Craig Huff hold 1,666,667 shares of the Series A Preferred Stock. Each share of the Series A Preferred Stock is entitled to vote 1,000 votes per share, and as such Mr. Ralston and Mr. Huff control approximately 99% of the vote, and the ability to control all other matters requiring the approval of our stockholders, including the election of all of our directors.

If we are unable to expand our base of customers, our future growth and operating results could be adversely affected.

We ~~currently~~ have ~~over 100. 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 are unable to expand our base of ~~manufacturers~~materials suppliers, our future growth and operating results could be adversely affected.

We currently ~~have~~compound ~~one~~our ~~manufacturer~~product in house with materials supplied from manufacturers. There are no contracts in place with the suppliers. We have committed resources to expanding our ~~manufacturing~~supplier base. If we are unable to obtain additional ~~manufacturers~~sources for our materials, it could limit our ability to grow revenue and achieve profitability.

Various factors outside our direct control may adversely affect ~~manufacturing~~suppliers and distribution of our product.

Changes that our ~~manufacturers~~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 our customers. Mistakes and mishandling are not uncommon and can affect supply and delivery. Some of these risks include:

● ~~failure to manufacture in~~ compliance with the required regulatory standards;

●

transportation risk;

● the cost and availability of components and supplies ~~required by our contract manufacturers to manufacture our product~~;

●

delays in analytical results or failure of analytical techniques that we will depend on for quality 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 our ~~manufacturers or their~~ suppliers.

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If any of these risks were to materialize, our ability to provide our product to customers on a timely basis would be adversely impacted.

Interruption of our supply chain could affect our ability to produce or deliver our product and could negatively impact our business and profitability.

Any material interruption in our supply chain, such as interruptions in service by third-party common carriers that ship goods within our distribution channels, social or labor unrest, labor shortages, natural disasters or political disputes and military conflicts that cause a material disruption in our supply chain could have a negative material impact on our business and our profitability. Our ability to find qualified suppliers who meet our standards and supply our product in a timely and efficient manner is a significant challenge. A supplier's failure to meet our standards, provide our product in a timely and efficient manner or comply with applicable laws is beyond our control. These issues could have a material negative impact on our business and profitability.

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 agencies to suppress fires. As such, our financial condition and results of operations are significantly impacted by weather as well as environmental and other factors affecting climate change, which impact the number and severity of fires in any given year. Historically, sales of our product have been higher in the summer season of each ~~fiscal~~calendar year due to weather patterns which we believe are generally correlated to a higher prevalence of wildfires.; however, one example of an exception to this seasonality is the wildfires in Los Angeles, California during January 2025.

We13 ~~are~~Table ~~relying exclusively on the skills and expertise~~ of a single-person management team in conducting our business, who does not devote all of their time to managing the Company, and we currently have no full-time employees, which may impede our ability to carry on our business.Contents

We ~~are~~rely ~~relying~~ exclusively on the skills and expertise of a ~~single~~ five-person management team in conducting our business. Our President, Chief Executive officer, Chief Financial Officer and Chairman of the Board of Directors does not devote all of his time to managing the Company. We presently have no full-time employees, which may impede our ability to carry on our business. The lack of full-time employees among our officers may very well prevent the Company’s 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 to our business development. Without full-time officers, we may not have sufficient devoted time and effort to our commercialization efforts, or efforts to find and raise additional capital, or manage our business, which could impair our ability to succeed in our business plan and could cause investment in our Company to lose value.

~~The~~We ~~report~~are relying exclusively on the skills and expertise of a five-person management team in conducting our business: Wesley Bolsen, our Chief Executive Officer and board member, Nanuk Warman, our Chief Financial Officer, Andrew Hotsko, who is our Chief Operating Officer, Stephen Conboy, who is our Chief Technology Officer and Anthony Newton, who is our General Counsel. Our Chief Financial Officer, Chief Technology Officer, and General Counsel do not devote all of their time to managing the ~~independent~~Company. ~~registered~~Without ~~public~~all ~~accounting~~of ~~firm~~the onofficers being full-time officers, we may not have sufficient devoted time and effort to our ~~2023~~commercialization efforts, or efforts to find and ~~2022~~raise ~~financial~~additional ~~statements~~capital, ~~contains~~or amanage ~~going~~our ~~concern~~business, ~~qualification~~which could impair our ability to succeed in our business plan and could cause investment in our Company to lose value.

Our consolidated financial statements are prepared on a going concern basis, which contemplates the realization of assets and the satisfaction of liabilities and commitments in the normal course of business. The Company has incurred losses since inception and has been dependent on related parties to fund operations. These conditions raise substantial doubt about the Company’s 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 that funds will be available from external sources, such as debt or equity 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 would force the Company to substantially curtail or cease operations and would, therefore, have a material adverse effect on its business. Furthermore, there can be no assurance that any such required funds, if available, will be available on attractive terms or that they will not have a significant dilutive effect on the Company’s existing stockholders.

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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 our business or prospective operations. Since our formation in March of 1990, we have not generated enough revenues to exceed our expenses. MFB California acquired ~~the~~ MFB Ohio and its portfolio of intellectual property in April 2022 and entered the fire retardant and fire suppression industry. Asas ~~a result~~ of usthat ~~recently~~date. ~~entering~~As ~~into~~a ~~these business lines~~result, we are subject to all the risks inherent in the initial organization, financing, expenditures, complications, and delays inherent in new business lines. Investors should evaluate an investment in us in light of the uncertainties encountered by developing companies in a competitive environment. Our business is dependent upon the implementation of our business 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 currently have enough cash flow to operate our business. We expect our existing cash together with proceeds from this offering will enable us to fund our operating expenses through and capital expenditure requirements for five years from the date of this prospectus. The Company anticipates being cash-flow positive by the end of calendar year 2025. Therefore, the Company 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.

Our management has limited experience operating a public company and is subject to the risks commonly encountered by early-stage companies.

Although our management has experience in operating small companies, our current management has not managed expansion while being a public company. Many investors may treat us as an early-stage company. Also, our management has not overseen a company with considerable growth. Because we have a limited operating history, our operating prospects should be considered in light of the risks and uncertainties frequently encountered by early-stage companies in rapidly evolving markets.

Increased operating costs and obstacles to cost recovery due to the pricing and cancelation terms of our raw materials and support services contracts may constrain our ability to make a profit.

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 such increased costs through increases 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.

~~Before~~The weCompany ~~market~~currently ~~any~~has product, ~~we will need to purchase significant 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 sufficient to cover claims against us. We cannot assure you that we will not face liability arising out of the use of our product which is significantly in excess of the limits of our product liability insurance. 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 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, could adversely impact our public disclosures regarding our business, financial condition, or results of operations. In addition, management’s assessment of internal controls over financial reporting may 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 perceived weaknesses and conditions that need to be addressed in our internal control over financial reporting, disclosure of management’s assessment of our internal controls over financial reporting or disclosure of our public accounting firm’s attestation to or report on management’s assessment of our internal controls over financial reporting may have an adverse impact on the price of our Common 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 a control system must reflect the 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, no system of controls can provide absolute assurance that all control issues and instances of fraud, if any, within our Company have been detected. These inherent limitations include the realities that 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, by collusion of two or more persons, or by management override of the controls. The design of any system of controls is also based in part upon certain assumptions about the likelihood of future events, 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 inadequate because of changes 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 or fraud may occur and may not be detected.

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Management is in the process of putting proper policies and procedures in place to ensure proper documentation is established and maintained for transactions that the Company enters into. While we believe these efforts will improve 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 implemented and we have concluded that our controls are operating effectively for a sufficient period of time. We cannot be certain that the steps we are taking will be sufficient to remediate the control deficiencies 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 working to 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 of this remediation plan, nor can we provide an estimate of the time it will take to complete this remediation plan. Even if management does establish effective remedial measures, we cannot guarantee 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 could 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 product 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 and customer confidence.

We may become subject to potential claims for product liability.

Our business could expose us to claims for personal injury from contamination of our product. We believe that our product’s quality is carefully monitored through regular product testing, but we may be subject to liability as a result of customer or distributor misuse or storage. The Company maintains product liability insurance against certain types of claims in amounts which it believes 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. Although no claims have been made against the Company or its distributors to date and the Company believes its current level of insurance to be adequate for its current business operations, it is possible that such claims will arise in the future, and the Company’s policies may not be sufficient to pay for such claims.

Increases in prices of commodities needed to manufacture 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 ingredients and materials that cannot be passed along to the consumer will adversely affect our profitability. Any prolonged or permanent increase in the cost of the raw ingredients to manufacture our product may in the long term make it more difficult for us to earn a profit.

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Risks Related to Regulatory and Legal Matters

Our product is provided to emergency services personnel and is intended to protect lives and property, so we are subject to heightened liability and reputational risks if our product fails to provide such protection as intended.

Our ~~fire~~environmentally-friendly ~~retardant~~specialty ~~product~~chemical fire inhibitor is provided to, among other customers, emergency services personnel and is intended to protect lives and property, so we are subject to heightened liability risks if our product 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 and variation in size and/or speed in which a fire is burning. In addition, fires need to be fought with the cooperation and assistance of local fire authorities as well as the additional tools and resources 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 factor in fighting fires and therefore we cannot 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.

17We ~~Table~~manufacture a product used to help prevent fires from starting. The product we manufacture may be used in applications and situations that involve high levels of ~~Contents~~risk of personal injury. Failure to use our product for its intended purpose, failure to use our product 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, we may 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 sufficient to cover the payment of any potential claim. In addition, we cannot assure you that this or any other indemnity or insurance coverage will continue to be available or, if available, that we will be able 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.

WeOur ~~manufacture a~~ product is ~~used~~subject to ~~extinguish~~extensive ~~fires.~~government ~~The~~scrutiny ~~product we manufacture may be used in applications~~ and ~~situations that involve high levels of risk of personal injury. Failure to use our product for its intended purpose~~regulations, ~~failure~~including ~~to use our product properly or~~ the ~~malfunction~~EPA ofand ~~our~~US ~~product~~Forest ~~could result in serious bodily injury or death of the user~~Service. InThere ~~such~~can ~~cases, we may~~ be ~~subject~~no toassurance ~~product~~that ~~liability~~such ~~claims~~regulations ~~arising~~will ~~from~~not ~~the~~change ~~design, manufacture or sale of our product. If these claims are decided against us,~~ and ~~we are found to be liable, we may be required to pay substantial damages, and our insurance costs may increase significantly as a result. We cannot assure you~~ that our ~~indemnity~~product ~~and insurance coverage would be sufficient to cover the payment of any potential claim. In addition, we cannot assure you that this or any other indemnity or insurance coverage~~ will continue to be ~~available~~approved ~~or,~~for ~~if available, that we will be able to obtain insurance at a reasonable cost~~usage. ~~Any material uninsured loss could have a material adverse effect on our business, financial condition and results of operations.~~

~~Our~~We ~~product is~~are subject to ~~extensive~~regulations by federal government ~~scrutiny~~authorities. ~~and~~We ~~regulation~~need to pass the US Forest Service QPL listing process for ground-based long-term fire retardants to be able to sell into many U.S. markets, ~~including~~In addition, we need to pass the EPA. ~~There~~audit ~~can~~process beevery nothree ~~assurance~~years, which is a rigorous process that ~~such~~requires ~~regulations~~the ~~will~~product ~~not~~passing ~~change~~several tests and ~~that~~standards, including toxicity, corrosion and stability. We are also subject to ongoing reviews of our product, ~~will~~manufacturing ~~continue~~processes toand facilities by government authorities, and such agencies may at times be ~~approved~~involved ~~for~~in ~~usage~~challenges by outside groups, and as a result, the Company may be required to produce product data and comply with detailed regulatory requirements.

WeThe ~~are~~Frank ~~subject~~R. toLautenberg ~~regulation~~Chemical bySafety ~~federal~~for ~~government~~the ~~authorities.~~21st InCentury ~~some~~Act ~~cases,~~modified ~~for~~the ~~example,~~Toxic ~~for~~Substances ~~our~~Control ~~firefighting~~Act ~~product~~(“TSCA”), weby ~~need~~requiring the EPA, to ~~pass~~prioritize and evaluate the environmental and health risks of existing chemicals and provided the EPA ~~qualification~~with ~~process~~greater ~~every~~authority ~~two~~to ~~years~~regulate chemicals posing unreasonable risks. According to this statute, ~~which~~the EPA is arequired ~~rigorous~~to ~~process~~make an affirmative finding that ~~requires~~a new chemical will not pose an unreasonable risk before such chemical can go into production. These laws and regulations increase the complexity and costs of transporting our product ~~passing~~to ~~several~~our ~~tests~~customers. Further changes to these and ~~standards~~similar regulations could restrict our ability to expand, ~~including~~build ~~toxicity~~or acquire new facilities, ~~corrosion~~require ~~and~~us ~~stability.~~to Weacquire ~~are~~costly ~~also~~control ~~subject~~equipment, cause us to ~~ongoing~~incur ~~reviews~~expenses ofassociated ~~our~~with ~~product~~remediation of contamination, cause us to modify our manufacturing or shipping processes ~~and~~or ~~facilities~~otherwise byincrease ~~government~~our ~~authorities,~~cost of doing business and ~~such~~have ~~agencies~~a ~~may~~negative atimpact ~~times~~on beour ~~involved~~business, infinancial ~~challenges~~condition byand ~~outside~~results ~~groups~~of operations. In addition, ~~and~~the asadoption aof ~~result~~new laws, rules or regulations related to climate change poses risks that could harm our results of operations or affect the ~~Company~~way we conduct our businesses. For example, new or modified regulations could require us to make substantial expenditures to enhance our environmental compliance efforts. New or stricter laws and regulations may be ~~required~~introduced tothat ~~must~~could ~~also~~result ~~produce~~in ~~product~~additional ~~data~~compliance costs and ~~comply~~prevent ~~with~~or ~~detailed~~inhibit ~~regulatory~~the ~~requirements~~development, manufacture, distribution and sale of our product. Such outcomes could adversely impact our business, financial condition and results of operations.

~~The~~Our 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 environmental and 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 an affirmative finding that a new chemical will not pose an unreasonable risk before such chemical can go into production. These laws and regulations increase the complexity and costs of transporting our product toor ~~our~~facility ~~customers. Further changes to these and similar regulations~~ could restrict our ability to expand, build or acquire new facilities, require us to acquire costly control equipment, cause us to incur expenses associated with remediation of contamination, cause us to modify our manufacturing or shipping processes or otherwise increase our cost of doing business and have a negative impact on our business, financial condition and results of operations. In addition, the adoption of new laws, rules or regulations related to climate change poses risks 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 to enhance our environmental ~~compliance~~impacts ~~efforts. New or stricter laws~~ and ~~regulations~~side ~~may be introduced that could result in additional compliance costs and prevent or inhibit the development, manufacture, distribution and sale of our product~~effects. ~~Such outcomes could adversely impact our business, financial condition and results of operations.~~

~~Our~~If the product we sell does not have the intended effects, our business may suffer and it may be subject to product liability or ~~facilities~~other ~~could~~legal actions. Our product contains innovative combinations of materials. We have ~~environmental~~received ~~impacts~~third-party testing demonstrating the reduced toxicity and flammability of our product, however, this is limited in scope and therefore, does not present all the potential side effects and/or the product’s interaction with animal biochemistry. In a UL GreenGuard Certification Program Profile Study Test Report dated June 21, 2022, UL determined that our product 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 that impact is currently unknown.

If16 ~~the~~Table ~~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 combinations~~ of materials. While there is data available with respect to the environmental impacts of our fire retardant product that are conducted by governmental agencies, this data is limited to certain locations and periods and therefore, may not capture all the possible environmental impacts and side effects of use or repeated use of our fire retardant product. Similarly, there have been toxicological studies conducted on the impact of our product on certain fish and mammalian species, however, this is limited in scope and therefore, does not present all the potential side effects and/or the product’ interaction with animal biochemistry. As a result, our product could have certain impact on the environment or the animal population that is currently unknown by the Company.Contents

Legal and regulatory claims, investigations and proceedings may be initiated against us in the ordinary course of business. The outcomes and the amounts of any damages awarded, or fines 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 customers, suppliers and other third parties. A significant judgment against us, the loss of a significant permit, license or other approval, or a significant fine, penalty or contractual dispute could have a material adverse effect on our business, financial condition and results of operations. Litigation is expensive, time consuming and may divert management’s 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 a material adverse effect on our reputation as well as our business, financial condition and results of operations.

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Risks Relating to Our Indebtedness

We are highly leveraged.

As of ~~June~~December 3031, ~~2024~~2025, our outstanding indebtedness was $2,~~047~~491,~~003~~705. ~~Our~~This ~~leverage~~indebtedness ~~could~~includes: ~~adversely~~(i) ~~affect~~principal ~~our~~amount ~~ability~~of to$300,000 ~~raise~~incurred ~~additional~~in ~~capital~~connection towith ~~fund~~convertible ~~our~~notes ~~operations,~~issued ~~limit~~during ~~our~~July ~~ability~~2024 to ~~react~~February to2025; ~~changes~~(ii) ina ~~the economy or our industries~~$2,000,000 ~~expose~~convertible usnote issued to ~~interest~~a ~~rate~~related ~~risk~~party; to(iii) ~~the~~$167,671 ~~extent~~was offor ~~our~~accrued ~~variable~~interest ~~rate~~related ~~debt~~parties; and ~~prevent~~(iv) us$24,034 ~~from~~recorded ~~meeting~~as ~~our~~accounts ~~obligations~~payable. ~~This degree of leverage could have significant consequences, including:~~

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 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 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, limit our ability to react to changes in the economy or our industries, expose us to interest rate risk 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 from operations to be dedicated to the payment of principal and interest our indebtedness, thereby reducing our ability to use our cash flow to fund our operations, capital expenditures, and future business opportunities;

	●	limiting our ability to obtain additional financing for working capital, capital expenditures, 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 indebtedness 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 delay investments and capital expenditures, or to sell assets, seek additional capital or restructure or refinance our indebtedness. These alternative measures may not be successful and may not permit us to meet our scheduled debt service obligations. In addition, if we were required to raise additional capital in the current financial markets, the terms of such financing, if available, could result 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 difficult to refinance our existing indebtedness on acceptable terms or at all. If such alternative measures proved unsuccessful, we could face substantial liquidity problems.

~~Risks~~17 ~~Relating~~Table toof ~~MFB~~Contents

Changes in consumer preferences or discretionary consumer spending could harm our performance.

The success of our business depends, in part, upon the continued popularity of our concepts, and shifts in these consumer preferences could negatively affect our future profitability.

Negative publicity over certain environmental products may adversely affect demand for our product 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 and customer confidence.

A decline 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 be required to disclose third-party products we sell due to federal regulations, which may affect customer confidence.

We may become subject to potential claims for product liability.

Our business could expose us to claims for personal injury from contamination of our product. We believe that our product’ quality is carefully monitored through regular product testing, but we may be subject to liability as a result of customer or distributor misuse or storage. The Company maintains product liability insurance against certain types of claims in amounts which it believes 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. Although no claims have been made against the Company or its distributors to date and the Company believes its current level of insurance to be adequate for its current business operations, it is possible that such claims will arise in the future, and the Company’s policies may not be sufficient to pay for such claims.

Increases in prices of commodities needed to manufacture our product could adversely affect profitability.

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General Business Risks

We will be increasingly dependent on information technology, and our systems and infrastructure face certain risks, including cybersecurity and data leakage risks.

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, store and transmit confidential information, and it is critical that we do so in a secure manner to maintain the confidentiality and integrity of such information. The size and complexity of our information technology systems, and those of third-party vendors, make such systems potentially vulnerable to service interruptions and security breaches from inadvertent or intentional actions by our employees, partners or vendors. These systems are also vulnerable to attacks by malicious third parties and may be susceptible to intentional or accidental physical damage to the infrastructure maintained by us or by third parties. Maintaining the secrecy of confidential, proprietary and/or trade secret information is important to our competitive business position. While we 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 security breaches in our systems or the unauthorized or inadvertent wrongful 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 designed to encrypt our data for ransom and other malicious cyber activities, pose a significant risk to the integrity and confidentiality of our data systems. A breach of our security measures or the accidental loss, inadvertent disclosure, unapproved dissemination, misappropriation or misuse of trade secrets, proprietary information or other confidential information, whether as a result of theft, hacking, fraud, trickery or other forms of deception, or for any other cause, could enable others to produce competing products, use our proprietary technology or information, and/or adversely affect our business position. Further, any such interruption, security breach, loss or disclosure of confidential information could result in financial, legal, business and reputational harm to us and could have a material adverse effect on our business, financial position, results of operations and/or cash flow.

~~Our~~We ~~failure~~could become subject to ~~maintain~~litigation ~~effective~~that ~~internal~~could ~~controls~~be ~~over~~costly, ~~financial~~result ~~reporting~~in ~~could~~the ~~have~~diversion anof ~~adverse~~management’s ~~impact~~time onand efforts, require us to pay damages, and/or prevent us from developing or marketing our existing product or future products.

WeOur ~~are~~commercial ~~required~~success towill ~~establish~~depend ~~and~~in ~~maintain~~part ~~appropriate~~on ~~internal~~not ~~controls~~having ~~over~~any ~~financial~~adverse ~~reporting.~~environmental ~~Failure to establish those controls~~claims, orwhether ~~any~~relating ~~failure~~to ofproduct ~~those controls once established~~failure, violating ~~could~~the ~~adversely~~rights ~~impact~~of ~~our~~third ~~public~~parties ~~disclosures~~or ~~regarding~~violating ~~our~~applicable ~~business,~~law. ~~financial~~Any ~~condition,~~litigation or ~~results~~claim ofagainst ~~operations. In addition~~us, ~~management’s~~even ~~assessment~~those ofwithout ~~internal~~merit, ~~controls~~may ~~over~~cause ~~financial~~us ~~reporting~~to ~~may~~incur ~~identify~~substantial ~~weaknesses~~costs, and ~~conditions~~could ~~that~~place ~~need~~a tosignificant bestrain ~~addressed~~on in our ~~internal controls over~~ financial ~~reporting~~resources, ordivert ~~other~~the ~~matters~~attention ~~that~~of ~~may~~management ~~raise~~from ~~concerns~~our ~~for~~core ~~investors.~~business, ~~Any~~and ~~actual~~harm orour ~~perceived~~reputation. ~~weaknesses~~Further, ~~and~~as ~~conditions~~the ~~that~~number ~~need~~of toparticipants bein ~~addressed~~the inenvironmental ~~our~~industry ~~internal~~grows, ~~control~~the ~~over~~possibility ~~financial~~of ~~reporting,~~claims ~~disclosure~~against ofus ~~management’s~~increases. ~~assessment~~If ofwe ~~our~~are ~~internal~~found ~~controls~~to ~~over~~violate ~~financial~~applicable ~~reporting~~law or ~~disclosure~~the rights of ~~our~~third ~~public~~parties, ~~accounting~~we ~~firm’s~~could ~~attestation~~be required to orpay ~~report~~substantial ondamages, ~~management’s~~including ~~assessment~~treble, ofor ~~our~~triple, ~~internal~~damages ~~controls~~if ~~over~~an ~~financial~~infringement ~~reporting~~is ~~may~~found ~~have~~to anbe ~~adverse~~willful, ~~impact~~and/or onroyalties ~~the~~and ~~price~~could ofbe ~~our~~prevented ~~Common~~from ~~Stock~~selling our product.

AWe ~~control~~could ~~system,~~become nosubject 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 a control system must reflect the fact that there are resource constraints, and the benefit of controls must be relative to ~~their~~patent ~~costs.~~litigation ~~Because of the inherent limitations in all control systems, no system of controls can provide absolute assurance~~ that ~~all~~could ~~control issues and instances of fraud, if any, within our Company have been detected. These inherent limitations include the realities that judgments in decision-making can~~ be ~~faulty and that breakdowns can occur because of simple error or mistake. Further~~costly, ~~controls~~result ~~can be circumvented by individual acts of some persons, by collusion of two or more persons, or by management override of the controls. The design of any system of controls is also based~~ in ~~part upon certain assumptions about~~ the ~~likelihood~~diversion of ~~future~~management’s ~~events,~~time and ~~there~~efforts, ~~can~~require beus noto ~~assurance~~pay ~~that any design will succeed in achieving its stated goals under all potential future conditions. Over time~~damages, ~~a control may become inadequate because of changes in conditions~~ and/or ~~the~~prevent ~~degree~~us offrom ~~compliance~~developing ~~with policies~~ or ~~procedures~~marketing ~~may~~our ~~deteriorate.~~existing ~~Because~~product ~~of inherent limitations in a cost-effective control system, misstatements due to error~~ or ~~fraud~~future ~~may occur and may not be detected~~products.

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 no full-time employees. Management plans to add additional resources, technology and headcount as warranted by the growth of the Company. Management is in the process of putting proper policies and procedures in place to ensure proper documentation is established and maintained for transactions that the Company enters into. While we believe these efforts will improve 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 implemented and we have concluded that our controls are operating effectively for a sufficient period of time. We cannot be certain that the steps we are taking will be sufficient to remediate the control deficiencies 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 working to 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 of this remediation plan, nor can we provide an estimate of the time it will take to complete this remediation plan. Even if management does establish effective remedial measures, we cannot guarantee that those internal controls and disclosure controls that we put in place will prevent all possible errors, mistakes, or all fraud.

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We could become subject to litigation that could be costly, result in the diversion of management’s time and efforts, require us to pay damages, and/or prevent us from developing or marketing our existing or future products.

Our commercial success will depend in part on not having any adverse environmental claims, whether relating to product failure violating the rights of third parties or violating applicable law. Any litigation or claim against us, even those without merit, may cause us to incur substantial costs, and could place a significant strain on our financial resources, divert the attention of management from our core business, and harm our reputation. Further, as the number of participants in the environmental industry grows, the possibility of claims against us increases. If we are found to violate applicable law or the rights of third parties, we could be required to pay substantial damages, including treble, or triple, damages if an infringement is found to be willful, and/or royalties and could be prevented from selling our product.

We could become subject to patent litigation that could be costly, result in the diversion of management’s time and efforts, require us to pay damages, and/or prevent us from developing or marketing our existing or future products.

Our commercial success will depend in part on not infringing the patents or violating the other proprietary rights of third parties. Any litigation or claim against us, even those without merit, may cause us to incur substantial costs, and could place a significant strain on our financial resources, divert the attention of management from our core business, and harm our reputation. Further, as the number of participants in the environmental industry grows, the possibility of intellectual property infringement claims against us increases. If we are found to infringe the intellectual property rights of third parties, we could be required to pay substantial damages, including treble, or triple, damages if an infringement is found to be willful, and/or royalties and could be prevented from selling our product unless we obtain a license or are able to redesign our product to avoid infringement. Any such license may not be available on reasonable terms, if at all, and there can be no assurance that we would be able to redesign our product in a way that would not infringe the intellectual property rights of others. If we fail to obtain any required licenses or make any necessary changes to our product or technologies, we may have to withdraw our existing product from the market or may be unable to commercialize one or more of our future products, all of which could have a material adverse effect on our business, results of operations, and financial condition. If passed into law, patent reform legislation currently pending in the U.S. Congress could significantly change the risks associated with bringing or defending a patent infringement lawsuit. For example, fee shifting legislation could require a non-prevailing party to pay the attorney fees of the prevailing party in some circumstances.

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Our operating results and stock price may be volatile, and the market price of our Common Stock after this offering may drop below the price you pay.

Our quarterly operating results are likely to fluctuate in the future. In addition, securities markets worldwide have experienced, and are likely to continue to experience, significant price and volume fluctuations. This market volatility, as well as general economic, market or political conditions, could subject the market price of our shares to wide price fluctuations regardless of our operating performance. Our operating results and the trading price of our shares may fluctuate in response to various factors, including:

●

market conditions in our industry or the broader stock market;

●

actual or anticipated fluctuations in our quarterly financial and operating results;

●

issuance of new or changed securities analysts’ reports or recommendations;

●

sales, or anticipated sales, of large blocks of our stock;

●

additions or departures of key personnel;

●

regulatory or political developments;

●

litigation, litigation-related indemnification and governmental investigations;

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●

investors’ perception of us;

●

events beyond our control, such as weather and war; and

●

any default on our indebtedness.

These and other factors, many of which are beyond our control, may cause our operating results and the market price and demand for our shares to fluctuate substantially. Fluctuations in our quarterly operating results could limit or prevent investors from readily selling their shares and may otherwise negatively affect the market price and liquidity of our shares. In addition, in the past, when the market price of a stock has been volatile, holders of that stock have sometimes instituted securities class action litigation against the company that issued the stock. If any of our ~~shareholders~~ stockholders brought a lawsuit against us, we could incur substantial costs defending the lawsuit. Such a lawsuit could also divert the time and attention of our management away from our business, which could significantly harm our profitability and reputation.

The availability of shares for sale in the future could reduce the market price of our Common Stock.

In the future, we may issue securities to raise cash for acquisitions or otherwise. We may also acquire interests in other companies by using a combination of cash and Common Stock or just Common Stock. We may also issue securities convertible into our Common Stock. Any of these events may dilute your ownership interest in our Company and adversely impact our Common Stock’s price.

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Also, sales of a substantial amount of our Common Stock in the public market or the perception that these sales may occur could reduce our Common Stock’s market price and impair our ability to raise additional capital through the sale of our securities.

Our corporate organizational documents and provisions of state law to which we are subject will contain certain provisions that could have an anti-takeover effect and may delay, make more difficult, or prevent an attempted acquisition that you may favor or an attempted replacement of our board of directors or management.

In connection with this offering, we will amend and restate our Articles of Incorporation and Bylaws, and following completion of this offering, our Board of Directors will be divided into three classes of directors, with the classes as nearly equal in number as possible. Our governing documents will have anti-takeover effects and may delay, discourage, or prevent an attempted acquisition or change of control or a replacement of our incumbent board of directors or management. Our governing documents will include provisions that:

	●	authorize our board of directors, without further action by the stockholders, to issue up to 30,000,000 shares of Preferred Stock in one or more series, and with respect to each series, to fix the number of shares constituting that series, the powers, rights, and preferences of the shares of that series, and the qualifications, limitations and restrictions of that series;
	●	specify that special meetings of our stockholders can be called only by our Board of Directors, the chairman of our Board of Directors, our president, or holders of a majority of the total voting power of all outstanding shares of our capital stock;
	●	provide that our Bylaws may be amended by our board of directors without stockholder approval;
	●	provide that no director may be removed when the votes cast against removal would be sufficient to elect such director if voted cumulatively at an election at which the same total number of votes were cast;
	●	provide that the Board of Directors is divided into three classes. The members of each class are elected for a term of three years and only one class of directors is elected annually. Thus, it would generally take at least two annual elections to replace a majority of the board of directors;
	●	provide that vacancies on our board of directors or newly created directorships resulting from an increase in the number of our directors may be filled only by a vote of a majority of directors then in office, or, if the number of directors then in office is less than a quorum, by (1) the unanimous written consent of the directors then in office, (2) the affirmative vote of a majority of the directors then in office, or (3) a sole remaining director;
	●	provide that, subject to the express rights, if any, of the holders of any series of preferred stock, any amendment, modification, or repeal of, or the adoption of any new or additional provision, inconsistent with our Articles of Incorporation provisions relating to the removal of directors and the vote of our stockholders required to amend our Bylaws, requires the affirmative vote of the holders of majority of the voting power of our capital stock entitled to vote generally in the election of directors;
	●	provide that the stockholders may amend, modify, or repeal our Bylaws, or adopt new or additional provisions of our Bylaws, only with the affirmative vote of majority of the voting power of our capital stock entitled to vote generally; and
	●	establish advance notice procedures for stockholders to submit nominations of candidates for election to our board of directors and other proposals to be brought before a stockholders meeting.

In addition, certain provisions of Wyoming law, including a provision which restricts certain business combinations between a Wyoming corporation and certain affiliated shareholders, may delay, discourage, or prevent an attempted acquisition or change in control.

The indemnification provisions in our Articles of Incorporation and bylaws under Wyoming law may result in substantial expenditures by our Company and may discourage lawsuits against our directors, officers, and employees.

As permitted by Wyoming law, our Articles of Incorporation provide that we will indemnify our directors and officers against expenses and liabilities they incur to defend, settle or satisfy any civil or criminal action brought against them on account of their being or having been directors or officers of us, unless, in any such action, they are adjudged to have acted with gross negligence or willful misconduct. We may also have contractual indemnification obligations under our agreements with our directors, officers, and employees. These indemnification obligations could result in our Company incurring substantial expenditures to cover the cost of settlement or damage awards against directors, officers, and employees that we may not recoup.

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Pursuant to the laws of the State of Wyoming, our Articles of Incorporation exclude personal liability for its directors for monetary damages based upon any violation of their fiduciary duties as directors, except as to liability for any breach of the duty of loyalty, acts or omissions not in good faith or which involve intentional misconduct or a knowing violation of law, acts in violation of the Wyoming Business Corporation Act, or any transaction from which a director receives an improper personal benefit.

This exclusion of liability does not limit any right, which a director may have to be indemnified, and does not affect any director's liability under federal or applicable state securities laws.

Insofar as indemnification for liabilities arising under the Securities Act may be permitted to directors, officers or persons controlling the Company pursuant to provisions of the State of Wyoming, the Company has been informed that, in the opinion of the SEC, such indemnification is against public policy as expressed in the Securities Act and is, therefore, unenforceable.

We are classified as a “smaller reporting company,” and we cannot be sure if the reduced disclosure requirements applicable to smaller reporting companies will make our Common Stock less attractive to investors.

We are currently a “smaller reporting company.” Specifically, smaller reporting companies may provide simplified executive compensation disclosures in their filings; are exempt from the provisions of Section 404(b) of the Sarbanes-Oxley Act requiring that independent registered public accounting firms provide an attestation report on the effectiveness of internal control over financial reporting, and have certain other decreased disclosure obligations in their SEC filings. Reduced disclosures in our SEC filings due to our status as a “smaller reporting company” may make it harder for investors to analyze our results of operations and financial prospects.

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We are an “emerging growth company” and we expect to elect to comply with reduced public company reporting requirements, which could make our common stock less attractive to investors.

We are an “emerging growth company,” as defined in the JOBS Act. For as long as we continue to be an emerging growth company, we are eligible for certain exemptions from various public company reporting requirements. These exemptions include, but are not limited to, (i) not being required to comply with the auditor attestation requirements of Section 404 of Sarbanes-Oxley, (ii) reduced disclosure obligations regarding executive compensation in our periodic reports, proxy statements and registration statements, (iii) exemptions from the requirements of holding a nonbinding advisory vote on executive compensation and shareholder approval of any golden parachute payments not previously approved, and (iv) not being required to provide audited financial statements for the fiscal year ended 2021 in this prospectus. We could be an emerging growth company for up to five years after the first sale of our common stock pursuant to an effective registration statement under the Securities Act of 1933, as amended (the “Securities Act”), which fifth anniversary will occur in 2029. However, if certain events occur prior to the end of such five-year period, including if we become a “large accelerated filer,” our annual gross revenues exceed $1.25 billion, or we issue more than $1.0 billion of non-convertible debt securities in any three-year period, we would cease to be an emerging growth company prior to the end of such five-year period. We have made certain elections with regard to the reduced disclosure obligations regarding executive compensation in this prospectus and may elect to take advantage of other reduced disclosure obligations in future filings. As a result, the information that we provide to holders of our common stock may be different than you might receive from other public reporting companies in which you hold equity interests. We cannot predict if investors will find our common stock less attractive as a result of our reliance on these exemptions. If some investors find our Common Stock less attractive as a result of any choice we make to reduce disclosure, there may be a less active trading market for our Common Stock and the market price for our common stock may be more volatile.

In addition, Section 107 of the JOBS Act provides that an emerging growth company can use the extended transition period provided in Section 7(a)(2)(B) of the Securities Act to delay adoption of new or revised accounting standards until such time as those standards apply to private companies. We have elected to “opt-in” to this extended transition period for complying with new or revised accounting standards and, therefore, we will not be subject to the same new or revised accounting standards as other public companies that comply with such new or revised accounting standards on a non-delayed basis. As a result of this election, our financial statements may not be comparable to companies that comply with public company effective dates.

Because directors and officers currently and for the foreseeable future will continue to control the Company, you will not likely be able to elect directors or have any say in the Company’s policies.

Our stockholders are not entitled to cumulative voting rights. Consequently, a majority vote will decide the election of directors and all other matters requiring stockholder approval. As long as the Series A Preferred Stock is outstanding, the preferred stock will have voting rights representing 1,000 votes for each share of Series A Preferred Stock issued and outstanding. ~~Joshua~~Theodore Ralston, who is our ~~President,~~Chairman ~~Chief~~of ~~Executive~~the ~~officer~~Board of Directors, ~~Chief~~as ~~Financial~~well ~~Officer~~as ~~and~~Craig ~~Chairman~~Huff, a member of the ~~Board~~board of ~~Directors~~directors, ~~holds~~collectively ~~all~~hold 101,~~000~~666,~~000 outstanding~~ 667 shares of our Series A Preferred Stock and ~~has~~have voting control of the Company. AsMr. Theodore Ralston holds 1,364,141 shares of the ~~date~~Series ofA ~~this~~Preferred ~~prospectus~~Stock, ~~Joshua~~and ~~Ralston~~as ~~held~~such ~~[•]%~~Mr. ofRalston ~~the~~controls ~~voting~~approximately ~~securities~~81.1% of the ~~Company.~~vote ~~Following~~and the ~~consummation~~ability ofto ~~this~~control ~~offering,~~all ~~Mr.~~other ~~Ralston~~matters ~~will~~requiring ~~hold~~the ~~[•]%~~approval of our stockholders, including the ~~securities~~election ~~control~~of all of ~~the~~our ~~Company~~directors.

We are a “controlled company” within the meaning of the NYSE American listing standards and, as a result, we qualify for, and rely on, exemptions from certain corporate governance requirements. As a result, you do not and may not in the future have the same protections afforded to shareholders of companies that are subject to such requirements.

We have share structure which allows our Chairman of the Board, Theodore Ralston, to control a majority of the voting power of our common equity. As a result, we qualify as a “controlled company” within the meaning of the corporate governance standards of the NYSE American. Under these rules, a listed company of which more than 50% of the voting power is held by an individual, group or another company is a “controlled company.” As a controlled company, elect not to comply with certain corporate governance requirements, specifically (i) that a majority of our Board consist of independent directors and (ii) that director nominees be selected or recommended to the Board by independent directors. Although we do not expect to rely on the "controlled company" exemptions, we may at any time after the date of this report elect to avail ourselves of one or more additional controlled company exemptions provided that we continue to qualify as a controlled company. To the extent we rely on any of these exemptions, holders of our Common Stock will not have the same protections afforded to shareholders of companies that are subject to all of the corporate governance requirements of the NYSE American and we cannot predict the impact this may have on the price of our Common Stock.

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We do not expect to pay dividends in the future; any return on investment may be limited to our Common Stock’s value.

We do not currently anticipate paying cash dividends in the foreseeable future. The payment of dividends on our Common Stock will depend on earnings, financial condition, and other business and economic factors affecting it at such time as the Board of Directors may consider relevant. Our current intention is to apply net earnings, if any, in the foreseeable future to ~~increasing~~ increase our capital base and development and marketing efforts.

There can be no assurance that we will ever have sufficient earnings to declare and pay dividends to the holders of our Common Stock, and in any event, a decision to declare and pay dividends is at the sole discretion of our Board of Directors. If we do not pay dividends, our Common Stock may be less valuable because a return on your investment will only occur if our stock price appreciates.

23Because ~~Table~~our Company has anti-takeover mechanisms through the issuance of ~~Contents~~our Series A Preferred Stock, which votes with the Common Stock together as a single class, this preference could have a negative impact on other stockholders in voting on matters of the Company.

~~Because~~Our stockholders are not entitled to cumulative voting rights. Consequently, a majority vote will decide the election of directors and all other matters requiring stockholder approval. As long as the Series A Preferred Stock is outstanding, the preferred stock will have voting rights representing 1,000 votes for each share of Series A Preferred Stock issued and outstanding. Theodore Ralston, who is our ~~Company~~Chairman ~~has~~of ~~anti-takeover~~the ~~mechanisms~~Board ~~through~~of Directors, controls a super-majority of the ~~issuance~~outstanding shares of ~~Our~~our Series A Preferred Stock and will continue to have, ~~this~~voting ~~could~~control of the Company. Mr. Ralston has the ability to influence significantly all matters requiring approval by our stockholders. Mr. Ralston may have interests that differ from other stockholders, and they may vote in a ~~negative~~way ~~impact~~with onwhich other ~~shareholders~~stockholders disagree and either or both may be adverse in ~~voting~~the onfuture ~~matters~~to the interests of other stockholders. The concentration of ownership of our voting securities may have the effect of delaying, preventing or deterring a change of control of our Company, could deprive our stockholders of an opportunity to receive a premium for their securities as part of a sale of our Company.

Our stockholders are not entitled to cumulative voting rights. Consequently, a majority vote will decide the election of directors and all other matters requiring stockholder approval. As long as the Series A Preferred Stock is outstanding, the preferred stock will have voting rights representing 1,000 votes for each share of Series A Preferred Stock issued and outstanding. Joshua Ralston, who is our President, Chief Executive officer, Chief Financial Officer and Chairman of the Board of Directors, holds all outstanding shares of our Series A Preferred Stock and will continue to have, voting control of the Company. Mr. Ralston has the ability to influence significantly all matters requiring approval by our stockholders. Mr. Ralston may have interests that differ from other stockholders, and they may vote in a way with which other stockholders disagree and either or both may be adverse in the future to the interests of other stockholders. The concentration of ownership of our voting securities may have the effect of delaying, preventing or deterring a change of control of our Company, could deprive our stockholders of an opportunity to receive a premium for their securities as part of a sale of our Company.

Our Series A Preferred Stock may lead to conflicts of interest and could negatively impact the price of our securities.

Except as otherwise required by law or by the Articles of Incorporation and except as set forth below, the outstanding shares of Series A Preferred Stock are entitled to vote together with the shares of Common Stock and other voting securities of the Company as a single class. ~~As long as the Series A Preferred Stock is outstanding, the preferred stock will have voting rights representing 1,000 votes for each share of Series A Preferred Stock issued and outstanding~~Mr. ~~We are currently authorized to issue 10,000,000 shares of Series A Preferred Stock. Joshua~~ Ralston, ~~who is~~ our ~~President, Chief Executive officer, Chief Financial Officer and~~ Chairman of the Board of Directors, owns ~~all 10~~1,~~000~~364,~~000~~ 141 shares of our Series A Preferred Stock and will continue to have, voting control of the Company and the ability to influence significantly all matters requiring approval by our stockholders. Mr. Ralston may have interests that differ from other stockholders, and ~~they~~ may vote in a way with which other stockholders disagree and either or both may be adverse in the future to the interests of other stockholders. The concentration of ownership of our voting securities may have the effect of delaying, preventing or deterring a change of control of our Company, could deprive our stockholders of an opportunity to receive a premium for their securities as part of a sale of our Company, and consequently may affect the market price of our Common Stock. This concentration of ownership of our voting securities may also have the effect of influencing the completion of a change in control that may not necessarily be in the best interests of all of our stockholders. Also, the voting power of our Series A Preferred Stock means that Mr. Ralston will continue to control who is elected to serve on the Board of Directors, and other stockholders will have no say in the Company’s policies.

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USE OF PROCEEDS

WeAll ~~expect~~shares of our Common Stock offered by this prospectus are being registered for resale by the ~~net~~Selling Securityholders identified herein. We will not receive any of the proceeds from ~~this~~the ~~offering~~sale ~~will~~of bethe ~~approximately~~shares ~~$ million~~of ~~dollars,~~our ~~after~~Common ~~deducting~~Stock ~~underwriting~~being ~~fees~~offered ~~and~~for ~~discounts~~sale ~~and~~by ~~estimated~~the ~~offering~~Selling ~~expenses~~Securityholders. ofWe ~~approximately~~may ~~$ [•]~~receive inproceeds upon the ~~aggregate~~exercise of outstanding warrants for shares of Common Stock covered by this prospectus.

WeThe ~~intend~~shares toof ~~use~~Common Stock covered by the ~~net~~registration ~~proceeds~~statement of which this ~~offering~~prospectus ~~substantially~~is asa ~~follows:~~part includes 2,692,227 shares of Common Stock issuable upon exercise of the Series C Preferred Stock, 1,042,708 shares of Common Stock issuable upon conversion of Convertible Debt, and 2,550,058 shares of Common Stock issuable upon exercise of the Warrants. If all such warrants are exercised in cash, then we will receive gross proceeds of approximately $10.5 million. Proceeds to us from the exercise of such warrants will be used for general corporate purposes, including working capital.

~~(i)~~The ~~Approximately~~Selling $Securityholders ~~[•]~~ will bepay ~~used~~any ~~for~~underwriting ~~general~~discounts and ~~administrative~~commissions and expenses ~~(SG&A)~~incurred by the Selling Securityholders for brokerage, accounting, tax or legal services or any other expenses incurred by the Selling Securityholders in disposing of the securities. We will bear the costs, fees and expenses incurred in effecting the registration of the shares of Common Stock covered by this prospectus, including ~~but~~all ~~not~~registration ~~limited~~and tofiling ~~salaries~~fees, and fees and expenses of our counsel and our independent registered public accounting firm.

(ii) Approximately $ [•] is to be used for production and inventory.

(iii) The balance of approximately $ [•] is to be used for marketing. In the event that the net proceeds of this offering would not provide sufficient funds to complete our estimated budget, we would then re-evaluate our budget and adjust it to meet any contingencies that may arise.

Determination of Offering Price

The offering price has been determined by using a number of factors. We determined the offering price arbitrarily, as the market price of our Common Stock will likely continue to fluctuate. We have also taken in to account the other factors, by assessing the capital requirements of the Company against the current market price of our Common Stock and the price other investors were willing to pay for our Common Stock and the speculative nature of our business. The Company’s shares are currently quoted on OTC Pink under the symbol “GEVI”. An additional factor in determining the offering price based upon the price of the last sale of our Common Stock to investors.

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DILUTION

If you invest in our Common Stock, your interest will be diluted to the extent of the difference between the public offering price per share of our Common Stock that you pay and the pro forma as adjusted net tangible book value per share of our Common Stock after this offering. Net tangible book value per share is determined by dividing our total tangible assets less our total liabilities by the number of shares of Common Stock outstanding. Our historical net tangible book value as of June 30, 2024 was ($606,094) or ($0.02) per share, based on 36,552,150 shares of Common Stock outstanding as of June 30, 2024 (prior to giving effect to the reverse stock split). The pro forma net tangible book value per share represents the amount of our total tangible assets as adjusted to take into account of (i) the conversion of [•] shares of Series C Convertible Preferred into [•] shares of Common Stock upon consummation of this offering, and (ii) the 1-for reverse stock split. After giving effect to such transactions, our pro forma net tangible book value per share as of June 30, 2024 would have been approximately $([•]), or $([•]) per share.

Dilution represents the difference between the amount per share paid by new investors who purchase shares from us in this offering and the pro forma as adjusted net tangible book value per share of Common Stock immediately after completion of this Offering. After giving effect to the transactions referred to above and the sale of 3,500,000 shares of Common Stock in this offering at an assumed public offering price of $ [•] per share, after deducting the underwriting fees and discounts and estimated offering expenses payable by us, our pro forma as adjusted net tangible book value as of June 30, 2024 would have been $([•]), or $([•]) per share. This represents an immediate increase in pro forma net tangible book value of $ [•] per share to existing shareholders, and an immediate dilution in pro forma net tangible book value of $ [•] per share to new investors purchasing shares in this offering. The table below illustrates this per share dilution as of June 30, 2024.

Assumed public offering price per share of Common Stock				$
Pro forma net tangible book value per share of Common Stock as of June 30, 2024	$	(0.02	)
Increase in pro forma as adjusted net tangible book value per share of Common Stock attributable to purchasers in this offering	$
Pro forma as adjusted net tangible book value per share of Common Stock after giving effect to this offering				$
Dilution to pro forma as adjusted net tangible book value per share of Common Stock to purchasers in this offering				$

If the underwriters exercise in full their option to purchase up to 175,000 shares of Common Stock to cover over-allotments, if any, the pro forma as adjusted net tangible book value per share after giving effect to this offering would be $ per share, representing an immediate increase (decrease) to existing stockholders of $ per share and immediate dilution to new investors participating in this offering of $ per share, assuming that the assumed public offering price remains the same, after deducting underwriting discounts and estimated offering expenses payable by us.

The following table sets forth, on a pro forma as adjusted basis as of June 30, 2024, the number of shares of Common Stock purchased or to be purchased from us, the total consideration paid or to be paid and the average price per share paid or to be paid by existing holders of Common Stock and by new investors, at an assumed public offering price of $ per share, before deducting estimated offering expenses payable by us.

											Average
	Shares Purchased					Total Consideration					Price Per Share
	Number		Percent			Amount		Percent
Existing affiliated stockholders		9,400,000		25.5	%	$	0		0.0	%	$	0
Purchasers in this offering
Total						$					$

If the underwriters exercise their option to purchase additional shares of Common Stock in full, the number of shares of Common Stock held by existing stockholders will be reduced to % of the total number of shares of Common Stock to be outstanding after this offering, and the number of shares of Common Stock held by investors participating in this offering will be further increased to % of the total number of shares of Common Stock to be outstanding after this offering, based on all of the assumptions described above in this section.

To the extent any outstanding securities are exercised or converted or to the extent that we issue new securities which result in the issuance of additional shares of Common Stock, new investors would experience further dilution.

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CAPITALIZATION

The following table sets forth our cash and cash equivalents and total capitalization as of June 30, 2024.

· on an actual basis;

	·	on a pro forma basis, after giving effect to: (i) the conversion of [•] shares of Series C Convertible Preferred into shares of Common Stock upon consummation of this offering, and (ii) the 1-for reverse stock split; and
	·	on a pro forma as adjusted basis to reflect the sale of [•] shares of Common Stock by us in this offering at an assumed public offering price of $ [•] per share, after deducting estimated underwriting fees and discounts and estimated offering expenses payable by us.

	As of June 30, 2024
	Actual(unaudited)			Pro Forma	Pro Forma as adjusted(1)
Cash	$	546,555		$	$
Capitalization:
Debt		695,000
Stockholders' Equity:
Series A Preferred Stock, par value $0.0001, designated 10,000,000 shares; 10,000,000 shares issued and outstanding on an actual basis, and _______ shares issued and outstanding on a pro forma basis, and ______ shares issued and outstanding on a pro forma as adjusted basis		1,000
Series C Convertible Preferred Stock, par value $0.0001, designated 5,000,000 shares; 2,546,831 shares issued and outstanding on an actual basis, and ______ shares issued and outstanding on a pro forma basis, and _____ shares issued and outstanding on a pro forma as adjusted basis		254
Common Stock par value $0.0001, authorized 1,000,000,000 shares; 36,552,150 shares issued and outstanding on an actual basis, and ______ shares issued and outstanding on a pro forma basis, and _____ shares issued and outstanding on a pro forma as adjusted basis		3,655
Additional paid-in capital		76,832,217
Common Stock to be issued - 500,000 shares		290,000
Accumulated deficit		(73,910,780	)
Total stockholders' equity		3,216,346
Total capitalization	$	3,911,346		$	$

(1) The pro forma information above is illustrative only and will be further adjusted based on the actual public offering price and other terms of this offering determined at pricing. The number of shares of Common Stock to be outstanding immediately after this offering is based on the assumed issuance of 3,500,000 Common Shares in this offering.

You should read the foregoing table in connection with “Prospectus Summary — Summary Historical Financial Data,” “Use of Proceeds,” “Description of Securities,” “Management’s Discussion and Analysis of Financial Condition and Results of Operations,” and our consolidated financial statements and related notes.

27 Table of Contents

MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS

The following discussion and analysis of financial condition and results of operations should be read in conjunction with our consolidated financial statements and related notes included elsewhere in this ~~report~~prospectus. This discussion contains forward-looking statements that involve risks, uncertainties and assumptions. See “Note Regarding Forward-Looking Statements.” Our actual results could differ materially from those anticipated in the forward-looking statements as a result of certain factors discussed in “Risk Factors” and elsewhere in this ~~report~~prospectus.

Overview

The Company was originally incorporated in Nevada on March 14, 1990. Our offices are located at ~~1740H~~6400 ~~Del~~S. ~~Range~~Fiddlers ~~Blvd~~Green Cir., Suite ~~166~~300, ~~Cheyenne~~Greenwood Village, ~~Wyoming~~Colorado ~~82009~~80111. Our telephone number is (800) 401-4535, and our email address is ~~welcome~~info@~~generalenterpriseventures~~citrotech.com. Our website is www.~~generalenterpriseventures~~citrotech.com ~~and www~~.~~mightyfirebreaker.com.~~ We do not incorporate the information on or accessible through our website into this Registration Statement, and you should not consider any information on, or that can be accessed through, our website a part of this Registration Statement.

We are ana specialty chemical company that manufactures environmentally sustainable fire ~~retardant~~inhibitors ~~and~~as ~~rife~~well ~~suppression~~as ~~company~~home ~~throughout~~systems for the ~~United~~deployment ~~States~~of ~~and~~the ~~international~~fire ~~markets~~inhibitors. Management is highly experienced at ~~business~~building ~~integration~~companies and ~~re-branding~~executing ~~potential.~~strategic ~~Our~~partnerships ~~brand~~for ~~will~~the besale ~~unique~~of asproducts weand ~~focus on markets in need of development~~services.

We operate one line of business, which is manufacturing, sales and services relating to the CitroTech family of specialty chemical fire inhibitors for use in multiple industries. Since MFB Ohio acquired the MFP portfolio of intellectual property on April 13, 2022, ~~and~~MFB ~~formed~~currently ~~Mighty~~holds ~~Fire~~31 ~~Breaker~~granted UKpatents ~~Ltd.~~and onhas ~~November 14, 2022~~56 ~~(collectively,~~filed ~~“MFB”).~~or ~~MFB~~pending ~~owns~~patent 30applications ~~patents~~in and ~~26 patents pending~~ for the flame retardant and flame suppression industry. ~~MFB’s~~Our ~~CitroTech~~fire retardant and fire suppression product helps slow, stop and prevent wildfires as well as treat lumber and wood products. This product is ~~currently~~typically ~~being~~applied ~~sold~~ahead of an active wildfire to help stop or slow its spread. Our product is differentiated by a high level of retardant and suppression effectiveness. While fire ~~departments~~retardant is inprimarily used to stop or slow the ~~State~~spread of wildfires, our product is also utilized in a fire preventative capacity. Since the wildfires in Los Angeles, California during January 2025, western U.S. states are becoming diligent in wildfire prevention efforts and increasing investments to prevent wildfire risk.

28Our ~~Table~~management is comprised of ~~Contents~~five individuals: Wes Bolsen, who is a Board Member and our Chief Executive Officer; Andrew Hotsko, who is our Chief Operating Officer; Nanuk Warman, who is our Secretary and Chief Financial Officer; Stephen Conboy, who is our Chief Technology Officer; and Anthony Newton, who is our General Counsel.

~~Our~~Two ~~management~~Board ~~is comprised of one individual~~Members, ~~Joshua~~Mr. Ted Ralston, ~~who~~and isMr. ~~our~~Craig ~~President,~~Huff ~~Chief~~have ~~Executive~~approximately ~~officer,~~99% ~~Chief Financial Officer and Chairman~~ of the ~~Board of Directors. Mr. Ralston has [•]~~ voting power through ~~his~~their ownership of Series A Preferred Stock with super voting rights to control the vote on substantially all corporate matters.

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Known Trends and Uncertainties

Growth in Fire Safety

We believe that fire safety benefits from several growth drivers, including increasing fire severity, as measured by higher acres burned, longer fire seasons and a growing urban component, resulting in a need for higher quantity of specialty chemical fire inhibitors, thereby increasing production. We believe these trends are prevalent in North America, as well as globally and we expect these trends to continue and drive growth in demand for fire retardants and fire retardant treated lumber products.

We are working to grow our fire prevention and protection business, which is primarily focused on expanding use of ground-applications for long-term fire retardant. This growth includes use of ground assets in response to active fires (protection), as well as proactive treatments around critical infrastructure and known high-risk areas (prevention). Fire prevention products can be used to prevent fire ignitions and protect property from potential fire danger by providing proactive retardant treatment in high-risk areas such as residential neighborhoods and commercial infrastructure. Treating these areas ahead of the fire season can potentially stop ignitions from equipment failures or sparks. Although there is no certainty in wildfire defense, when our system is installed we fill it with our CitroTech product. Thereafter, we will conduct an annual inspection of the system to help ensure it is ready to defend against a wildfire. While there is no specific useful life for our product, if the system has not been deployed since the third anniversary of the initial installation, or three years following an annual inspection, in an abundance of caution we will remove and replace the CitroTech to increase its effectiveness. In addition, we suggest spraying CitroTech in areas surrounding the property that pose the greatest risk to help reduce the risk posed by dry vegetation, patio covers, decks, garden bark, and fences.

We have invested and intend to continue investing in the expansion of our fire retardant and lumber treatment business through product development and business development to grow our customer base.

Weather Conditions and Climate Trends

Our business is highly dependent on the needs of residential homeowners and fire departments to prevent fires and protect assets. As such, our financial condition and results of operations are significantly impacted by weather as well as environmental and other factors affecting climate change, which impact the number and severity of fires in any given year. Typically, sales of our product is higher during the summer months in the United States of America due to weather patterns that are generally correlated to a higher prevalence of wildfires. We believe, however, that due to the effect of the wildfires in Los Angeles, California during January 2025, and the more common wildfire season during the summer months that product orders will continue at the current rate throughout calendar year 2026.

Results of Operations

The ~~following~~Company ~~summary~~is ofdeveloping ~~our~~and ~~results~~commercializing oftheir ~~operations~~product ~~should~~lines. beThe ~~read~~Company inhas ~~conjunction~~been ~~with~~focused ~~our~~historically ~~audited~~on ~~financial~~obtaining ~~statements~~patents ~~for~~and various accreditations. To date, the ~~years~~Company ~~ended~~does ~~December~~not ~~31,~~have ~~2023~~a ~~and~~large ~~2022~~customer ~~and~~base, ~~our~~having ~~unaudited~~relied ~~interim~~heavily ~~financial~~on ~~statements~~a few customers, for the ~~six-month~~commercialization ~~periods~~and ~~ended~~testing ~~June~~of ~~30,~~our ~~2024~~CitroTech product and ~~2023~~delivery system. The Company currently does not have an established retail product line nor recurring significant customer base. Therefore, ~~which~~period over period comparisons of our results of operations are ~~included~~not ~~herein~~indicative of future results.

~~Our~~The following summary of our results of operations should be read in conjunction with our audited financial statements for the ~~six~~years ~~months~~ ended ~~June~~December 3031, 2024 and 2023, and our unaudited interim financial statements for the nine month ended September 30, 2025 and 2024, which are ~~summarized~~included ~~below:~~herein. The following summary of our results of operations gives effect for the Reverse Stock Split, where applicable.

	Six Months Ended
	June 30,
	2024			2023			Change
Revenue	$	631,687		$	83,950		$	547,737
Operating expenses		4,175,637			916,484			3,259,153
Other (income) expenses		883,164			759			882,405
Net loss	$	(4,427,114	)	$	(833,293	)	$	(3,593,821	)

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Our results of operations for the nine months ended September 30, 2025 and 2024 are summarized below:

	Nine months ended
	September 30,
	2025			2024			Change			%
Revenue	$	1,945,232		$	738,729		$	1,206,503			163	%
Operating expenses		12,659,025			4,844,042			7,814,983			161	%
Other expenses		20,022,838			977,039			19,045,799		1949		%
Net loss	$	(30,736,631	)	$	(5,082,352	)	$	(25,654,279	)		505	%

Revenue

The Company’s revenue is associated with revenue from MFB Ohio which acquired intellectual property to fire suppression in April 2022. During the ~~six~~nine months ended ~~June~~September 30, ~~2024~~2025, the revenue increased $~~548,000~~1.2 ~~over~~million from the ~~six~~nine months ended ~~June~~September 30, ~~2023~~2024, largely due to ~~MFB Ohio’s EPA approval and~~ the ~~filing~~adoption of ~~additional~~our ~~patents.~~technology ~~With~~by the ~~EPA approval~~marketplace, ~~MFB~~including ~~Ohio started~~ the ~~marketing~~sale ~~phase~~ of ~~the~~homebased ~~company’s~~wildfire ~~evolution. MFB~~defense ~~Ohio~~systems, ~~started~~commercial ~~selling directly to fire departments~~ and ~~launched its proactive wild-~~fire ~~defense~~department ~~systems~~chemical ~~and is gaining momentum with commercial customers~~sales, ~~along~~and ~~with~~directly ~~attempting~~spraying toresidential ~~influence~~properties ~~the~~due ~~insurance industry~~ to the ~~benefit~~wildfire ~~of consumers~~concerns.

Our revenues consisted of the following:

	Nine months ended
	September 30,
	2025		2024
Products sale	$	1,142,865	$	672,829
Product installation service		802,367		65,900
	$	1,945,232	$	738,729

Product installation services commenced in the second quarter of 2024.

Our revenues from significant customers for the nine months ended September 30, 2025 and 2024, are as follows:

We do not have major sales from recurring customers for the nine months ended September 30, 2025 and 2024.

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Operating Expenses

	Six Months Ended
	Nine months ended
	June 30,
	September 30,
	2024		2023		Change		%
	2025		2024		Change		%
Cost of revenue	$	~~216~~1,~~011~~599,255	$	68437,~~351~~637	$	~~147~~1,~~660~~161,618		~~216~~265	%
Amortization and depreciation		~~126~~241,~~600~~700		~~124~~190,~~155~~247		251,~~445~~453		227	%
General and administration		~~339~~872,~~927~~109		~~151~~388,~~678~~746		~~188~~483,~~249~~363		124	%
Advertising and marketing		~~357~~489,~~376~~673		39450,~~818~~777		~~317~~38,~~558~~896		~~798~~9	%
Professional fees		3,135,723		532,482		2,603,241		489	%
Payroll and management compensation		5,410,210		50,000		5,360,210		10,720	%
Total operating expenses	$	4,175,637	$	916,484	$	3,259,153		356	%
Professional fees		4,046,078		3,326,635		719,443		22	%
Total operating expenses	$	12,659,025	$	4,844,042	$	7,814,983		161	%

The increase in operating expenses was primarily attributed to increases in cost of revenue ~~of $148,000, professional fees of $2.6 million, advertising~~ and ~~marketing~~payroll ~~of $318,000~~ and ~~general~~management ~~and administrative expenses of $188,000~~compensation.

29 Table of Contents

Cost of revenue

	Six Months Ended
	Nine months ended
	June 30,
	September 30,
	2024		2023		Change			%
	2025		2024		Change			%
Cost of inventory	$	~~134~~1,~~725~~315,378	$	30233,~~761~~362	$	~~103~~1,~~964~~082,016			~~338~~464	%
Freight and shipping		821,~~150~~724		109,~~425~~321		(212,~~275~~403	)	~~(22~~	133	%)
Consulting and advisory-related party		104,~~400~~000		2016,~~800~~200		(1012,~~400~~200	)	~~(50~~	(75	%)%
Royalty and sales commission-related party		6291,~~736~~290		683,~~365~~192		568,~~371~~098			~~886~~10	%
Total cost of revenue	$	216,011	$	68,351	$	147,660			216	%
Rent expense		166,863		95,562		71,301			75	%
Total cost of revenue	$	1,599,255	$	437,637	$	1,161,618			265	%

During the ~~six~~nine months ended ~~June~~September 30, ~~2024~~2025, the cost of revenue increased over the ~~six~~nine months ended ~~June~~September 30, ~~2023~~2024, primarily due to an increase in cost of inventory, rent and royalty and sales commissions.

Cost of inventory consists of ~~the~~product ~~sales~~costs, ofdirect ~~product~~labor, related supplies and direct testing of our CitroTech™ product and various components required to for installation of Mighty ~~Firebreaker~~Fire Breaker proactive wildfire defense systems. Cost of inventory increased during the ~~six~~nine months ended ~~June~~September 30, ~~2024~~2025, primarily due to an increase in product sales and supplies ~~and royalty and commission,~~ from increased sales.

Freight and shipping relate to costs for shipping products to customers.

Consulting and advisory services are to a related party company for services related to product installations.

~~Freight~~Royalty and ~~shipping~~sales ~~relate~~commissions toincreased ~~product~~in ~~shipped~~the tonine ~~customers~~months ended September 30, 2025, from more revenue. The Company recognized an allocated portion of consulting and direct labor costs associated with our revenue as royalty and sales cost of revenue in 2024 and during the first quarter of 2025. In March 2025, the Company entered into a new contract and there is no longer consulting and advisory and royalty.

~~Royality~~Rent ~~and~~expenses ~~sales~~are ~~commissions~~warehouse ~~increased~~rent expenses. The increase in ~~the~~rent ~~six~~expense ~~months~~is ~~ended~~primarily ~~June~~because ~~30,~~the ~~2024~~Company ~~from~~leased ~~more~~a ~~revenue.~~larger ~~The~~commercial ~~Company~~space ~~recognizes~~for anoffice, ~~allocated~~retail ~~portion~~and ofwarehousing ~~consulting~~from April 2025 and ~~direct~~the ~~labor~~cancelation ~~costs~~of ~~associated~~one ~~with~~of our ~~revenue~~warehouse leases in May 2025.

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Amortization and depreciation

Amortization and depreciation expenses are an amortization of patents and a depreciation of vehicle, and furniture and equipment.

General and administrative

General and administrative expenses are office, rent, travel, insurance, website, IT and other office related expenses. For the ~~six~~nine months ended ~~June~~September 30, ~~2024~~2025, the Company incurred increased expenditures on ~~their~~our website and IT development and travel as well as general office and insurance expenses from expansion of operations.

Advertising and marketing

The increase in advertising and marketing during the ~~six~~nine months ended ~~June~~September 30, ~~2024~~2025, over ~~June~~the nine months ended September 30, ~~2023~~2024, is primarily due to ~~stock-based compensation for services of $160,000 and increased expenses to~~ support revenue growth.

Professional fees

The ~~increase in~~ professional fees during the ~~six~~nine months ended ~~June~~September 30, ~~2024~~2025, ~~over~~primarily ~~June~~included ~~30,~~stock-based ~~2023~~compensation of $2.4 million to a related party consultant (TC Special Investments, isLLC ~~primarily~~(“TCSI”)) ~~due~~and various professional fees for accounting and audit related to SEC filings, legal on patents and other consulting services in 2025. The professional fees during the nine months ended September 30, 2024, primarily included stock-~~base~~based management compensation of $1.4 million to advisors to our subsidiary MFB and stock-based ~~services~~ compensation of $1.2 million to various consultants for IT service for software development, legal on patents and other consulting services in 2024.

TCSI’s consulting services to the Company include sales and business development, customer relationship management, strategy optimization, investor relations, underwriter interface, coordinating outside counsel and other business aspects at the request of the Board of Directors. In addition to TCSI, stock-based compensation was remitted to certain individuals with fire retardant and flame suppression industry experience, who provided guidance and insight to the Company’s management and Board of Directors with respect to the fire retardant and flame suppression industry, business development connections, and oversight during the testing and recognition processes.

Payroll and management compensation

During the nine months ended September 30, 2025, management compensation primality included stock-based management compensation of $4.1 million to our management and cash payments of $845,000 to our management, and payroll to our employees of $466,000.

During the nine months ended September 30, 2024, management compensation primality included cash payment of $50,000 to our former CEO.

Other Expenses

For the nine ~~six~~ months ended ~~June~~September 30, ~~2024~~2025 and ~~2023~~2024, the other expenses consisted of ~~$885~~interest expense related to convertible notes payable issued in 2025 and 2024 of $~~759~~2.6 million and interest expense related to convertible ~~note~~notes issued in 2022 and 2023 and promissory notes issued in 2024 of $94,000, respectively, change in fair value of derivative liability related to convertible notes payable issued in 2025 and 2024 of $2.0 million and $0, respectively, financing expense of $8.7 million and $0, respectively, and loss on settlement of debt of $~~882,279~~6.8 million and $0882,000, respectively. Settlement of debt in 2025 is conversion of convertible notes issued in 2024 and 2025 and settlement of debt in 2024 is settlement of notes payable and convertible note issued in 2022. Financing expense is 4 million warrants granted to a financial advisor and 69,007 shares of Series C Convertible Preferred stock issued to a Series A Preferred Shareholder in 2025. The 4 million warrants were subsequently cancelled by the financial advisor in August, 2025.

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Net loss

The net loss for the ~~six~~nine months ended ~~June~~September 30, ~~2024~~2025, increased by approximately $325.67 million as compared to the ~~six~~nine months ended ~~June~~September 30, ~~2023~~2024 primarily due to the increase in operating expenses, ~~primarily from stock-based compensation~~ and ~~professional~~other ~~fees~~expense ~~for~~offset ~~maintaining~~by ~~reporting~~the ~~status~~increase ~~with~~in ~~the SEC~~revenue.

30Our ~~Table~~results of ~~Contents~~operations for the years ended December 31, 2024 and 2023 are summarized below:

Our results of operations for the years ended December 31, 2023 and 2022 are summarized below:

	Years Ended
	December 31,
	2024			2023			Change			%
Revenue	$	808,372		$	520,645		$	287,727			55	%
Operating expenses		6,113,050			10,618,583			(4,505,533	)		(42	)%
Other (income) expenses		1,577,044			4,328			1,572,716			36338	%
Net loss	$	(6,881,722	)	$	(10,102,266	)	$	3,220,544			(32	)%

	Years Ended
	December 31,
	2023			2022			Change			%
Revenue	$	520,645		$	62,732		$	457,913			730	%
Operating expenses		10,618,583			2,981,291			7,637,292			256	%
Other expense		4,328			255			4,073			1,597	%
Net loss from continuing operations	$	(10,102,266	)	$	(2,918,814	)	$	(7,183,452	)		246	%
Income from discontinued operations		-			(13,016	)		(13,016	)	(*)
Loss on disposition of digital currency and digital currency assets		-			(2,030	)		2,030		(*)
Net income from discontinued operations	$	-		$	10,986		$	(10,986	)	(*)
Net loss	$	(10,102,266	)	$	(2,907,828	)	$	(7,194,438	)		247	%

(*) not applicable.

Revenue

The Company’s revenue is associated with revenue from MFB Ohio which ~~was~~acquired intellectual property ~~formed~~regarding fire suppression in April 2022. ~~Revenue~~During the year ended December 31, 2024, the revenue increased $~~458~~290,000 ~~over~~from ~~fiscal~~the year ~~2022~~ended ~~due~~December to31, ~~MFB~~2023, ~~Ohio’s~~largely ~~EPA~~due ~~approval~~to ~~and~~ the ~~filing~~commercialization of ~~additional~~our ~~patents. With~~CitroTech product following entry into the EPA Partnership ~~approval,~~Agreement. ~~MFB~~After ~~Ohio~~entering ~~started~~into the ~~marketing~~EPA ~~phase~~Partnership ofAgreement and the ~~company’s evolution. MFB~~granting ~~Ohio~~of ~~started~~many ~~selling~~of ~~directly~~our topatents, ~~fire~~the ~~departments~~Company ~~and~~commenced ~~launched~~the ~~its~~commercialization ~~proactive~~of ~~wild-fire~~our ~~defense~~CitroTech ~~systems~~product through ~~and~~a isfew ~~gaining~~concentrated ~~momentum with commercial~~ customers,. ~~along~~We ~~with~~also ~~attempting~~sold product to ~~influence~~customers ~~the~~who ~~insurance~~purchased ~~industry~~our toCitroTech ~~the~~product ~~benefit~~for ofinternal ~~consumers~~usage and testing.

Our revenues consisted of the following:

	Years Ended
	December 31,
	2024		2023
Product sales	$	626,389	$	452,285
Product installation service		181,983		68,360
	$	808,372	$	520,645

Our revenues from significant customers for the year ended December 31, 2024 and 2023, are as follows:

	Percentage of product sales						Percentage of installation service
	2024			2023			2024			2023
Customer A		19.6	%		-			10.6	%		-
Customer B		13.7	%		-			-			-
Customer C		10.2	%		-			0.1	%		-
Customer D		19.5	%		32.7	%		-			-
Customer E		-			44.2	%		-			-
Total (as a group)		63.0	%		76.8	%		10.8	%		0.0	%

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Operating Expenses

	Years Ended
	December 31,
	2023		2022		Change			%
	2024		2023		Change			%
Cost of revenue	$	~~193~~655,~~876~~499	$	56260,~~338~~134	$	~~137~~395,~~538~~365			~~244~~152	%
Amortization and depreciation		~~248~~264,~~510~~696		~~803~~248,510		~~247~~16,~~707~~186			~~30,847~~7	%
General and administration		~~322~~498,~~860~~445		256,~~686~~602		66241,~~174~~843			2694	%
Marketing		148,289		96,553		51,736			54	%
Advertising and marketing		1,005,504		148,289		857,215			578	%
Management compensation		~~180~~75,000		2180,~~100,~~000		(1105,~~920,~~000	)	~~(91~~	(58	%)%
Professional fees- related party		8,899,596		188,036		8,711,560			4,633	%
Professional fees		3,599,904		9,525,048		(5,925,144	)		(62	)%
Professional fees		625,452		282,875		342,577			121	%
Research and development		14,002		-		14,002			-
	$	10,618,583	$	2,981,291	$	7,637,292			256	%
Total operating expenses	$	6,113,050	$	10,618,583	$	(4,505,533	)		(42	)%

The decrease in operating expenses was primarily attributed to decreases in profession fees of $5.9 million, management compensation of $105,000, partially offset by increases in cost of revenue of approximately $395,000, advertising and marketing of approximately $857,000 and general and administrative expenses of approximately $242,000.

Cost of revenue

	Years Ended
	December 31,
	2023		2022		Change			%
	2024		2023		Change			%
Cost of inventory	$	~~101~~407,~~978~~334	$	21101,~~431~~978	$	80305,~~547~~356			~~376~~299	%
Freight and shipping		149,~~495~~321		814,~~674~~494		(5,~~821~~173	)		67(36	)%
Consulting and advisory		30,100		21,569		8,531			40	%
Consulting and advisory-related party		19,400		30,100		(10,700	)		(36	)%
Royalty and sales commission		47,304		4,664		42,640			914	%
Royalty and sales commission-related party		81,917		47,304		34,613			73	%
	$	193,877	$	56,338	$	137,539			244	%
Rent expense		137,527		66,258		71,269			108	%
Total cost of revenue	$	655,499	$	260,134	$	395,365			152	%

During the year ended December 31, ~~Table~~2024, the cost of ~~Contents~~revenue increased over the year ended December 31, 2023, primarily due to an increase in cost of inventory and royalty and sales commissions.

Cost of ~~revenue~~inventory ~~increased~~consists ~~$138~~of product costs,~~000~~ ~~over~~related ~~fiscal~~supplies ~~year~~and ~~2022,~~direct ~~due~~testing toour ~~the~~CitroTech ~~start~~product ofand ~~MFB~~various ~~Ohio~~components ~~operations~~required into ~~April~~for ~~2022~~installation ~~and~~of ~~having~~Mighty aFire ~~full~~Breaker ~~year~~proactive ofwildfire ~~operations~~defense ~~for~~systems. ~~MFB~~Cost ~~Ohio~~of ininventory ~~2023.~~increased ~~The~~during ~~increase~~the inyear ~~2023~~ended December 31, is2024, primarily due to an increase in ~~cost~~product ofsales ~~inventory~~ and ~~royalty~~supplies ~~and~~from ~~sales~~increased ~~commissions~~sales.

~~Cost~~Consulting ofand ~~inventory~~advisory ~~consists~~services ofare ~~the~~related to ~~sales~~a ~~of product,~~ related ~~supplies~~party ~~and~~company ~~direct testing our CitroTech product and various components required to~~ for ~~installation~~services ofrelated ~~MFB wildfire proactive fire systems. Cost of inventory increased in 2023 primarily due~~ to ~~an increase in~~ product ~~sales and supplies by $44,000 and increased direct CitroTech testing of $37,000~~installations.

~~Consulting~~Freight and ~~advisory~~shipping ~~services~~relate ~~are~~ to acosts ~~related party company~~ for ~~services~~shipping ~~related~~product to ~~product installations~~customers.

~~Freight~~Royalty and ~~shipping~~sales ~~relate~~commissions toincreased ~~product~~in ~~shipped~~the toyear ~~customers~~ended December 31, 2024 from more revenue. The Company recognizes an allocated portion of consulting and direct labor costs associated with our revenue as royalty and sales cost of revenue.

~~Royality~~Rent ~~and~~expenses ~~sales~~are ~~commissions~~warehouse ~~increased~~rent expenses. The increase in ~~2023~~rent ~~from~~expense ~~more~~is ~~revenue.~~because ~~The~~the Company ~~recognizes~~leased ancommercial ~~allocated~~space ~~portion~~for ofoffice, ~~consulting~~retail and ~~direct~~warehousing ~~labor~~from ~~costs~~March ~~associated~~2024 ~~with~~under ~~our~~a ~~revenue~~one year contract.

Amortization and depreciation

Amortization and depreciation expenses are an amortization of patents and a depreciation of vehicle and furniture and equipment.

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General and administrative

General and administrative expenses are office, rent, travel, insurance, website, IT and other office related expenses. For the ~~three year~~ year ended December 31, ~~2023~~2024, the Company incurred increased expenditures on ~~their~~our website and IT development, and travel as well as general office and insurance expenses from expansion of operations.

Advertising and marketing

The increase in advertising and marketing during the year ended December 31, ~~2023~~2024, over December 31, ~~2022~~2023, is primarily ~~due~~stock-based tocompensation for marketing and services of $660,000 and increased expenses to support revenue growth. The Company issued 83,333 shares of Series C Convertible Preferred Stock, valued at $500,000 for a NASCAR sponsorship and 250,000 shares of Common Stock, valued at $160,000 for compensation of marketing services provided.

Amortization and depreciation

The increase in amortization and depreciation is due to the commencement of amortization on our intangible assets during fiscal year 2023.

Management compensation

Management compensation decreased in 2023 as compared to 2022, as the Company recorded $2,100,000 related to our Chief Executive Officer for the issuance of 70,000,000 restricted stock awards. During the six months ended June 30, 2024, the Chief Executive Officer cancelled 65,000,000 of these stock awards.

Professional fees

The ~~increase in~~ professional fees induring ~~2023~~the ofyear $9ended ~~million~~December ~~over 2022~~31, is2024 primarily ~~due~~included tostock-based ~~the~~management ~~issuance~~compensation of $1~~,200,000~~.4 million to advisors ~~shares~~to ofour ~~Series~~subsidiary CMFB ~~Convertible~~and ~~Preferred~~stock-based ~~Stock~~compensation of $1.0 million to avarious ~~related~~consultants ~~party~~for IT service for ~~consulting~~software ~~services~~development, ~~rendered~~legal toon ~~the~~patents ~~Company~~and ~~from~~other ~~October~~consulting ~~2021~~services ~~through~~in ~~July~~2024. During 2023., ~~The~~the Company ~~valued~~issued ~~the~~ 1,200,000 shares of ~~convertible~~Series ~~preferred~~C ~~stock~~Convertible Preferred Stock for professional fees to a related party consultant (TC Special Investments, LLC (“TCSI”)), which is valued as if they are fully converted to 24~~,000,000~~ million shares of common stock upon issuance, using the quoted stock price of the Company’s common stock at the approval date (November 1, 2022), resulting in aan ~~value~~accounting valuation of $8,640,000. TCSI’s consulting services to the Company include sales and business development, customer relationship management, strategy optimization, investor relations, underwriter interface, coordinating outside counsel and other business aspects at the request of the Board of Directors.

OnIn ~~November~~addition 1,to ~~2022~~TCSI, ~~the~~stock-based ~~Company’s~~compensation ~~Board~~was ofremitted ~~Directors~~to ~~approved~~certain ~~the~~individuals ~~issuance~~with ~~of 250,000 shares~~fire ofretardant ~~common~~and ~~stock~~flame tosuppression ~~each~~industry ofexperience, ~~the~~who ~~two~~provided ~~independent~~guidance ~~directors~~and ~~for~~insight ~~their~~to ~~board services in support of~~ the Company.’s ~~During~~management ~~the~~and ~~year~~Board ~~ended~~of ~~December~~Directors ~~31,~~with ~~2023,~~respect ~~the~~to ~~Company valued~~ the ~~500,000 shares~~ offire ~~common~~retardant ~~stock~~and atflame ~~the~~suppression ~~market~~industry, ~~value~~business ofdevelopment ~~the~~connections, ~~Company’s~~and ~~common~~oversight ~~stock~~during ~~at approval date for~~ the ~~amount~~testing ofand ~~$180,000~~recognition processes.

Other ~~expense~~Expenses

~~Other~~For ~~expense~~the year ~~consists~~ended December 31, 2024 and 2023, the other expenses consisted of $258,000 and $4,000 interest ~~expense~~related to convertible notes payable issued in 2024, respectively, change in fair value of derivative liability related to convertible notes payable issued in 2024 of $410,000 and $0, respectively, and loss on settlement of notes payable and convertible note issued in 2022 of $909,000 and $0, respectively.

32 Table of Contents

Income from discontinued operations

For 2022, income from discontinued operations of $13,000 was the result of the net income from the operations of crypto mining and the disposition of crypto mining which the Company implemented a plan to divest its crypto mining operations to focus its resources on the MFB acquisition. The loss on disposition of digital currency and digital currency assets of $2,000 was the result of a loss on disposition of the Company’s digital currency assets, including equipment and digital currency.

Net loss

The net loss for ~~2023~~the ~~increased~~year ended December 31, 2024, decreased by approximately $73.2 million as compared to ~~2022~~the year ended December 31, 2023 primarily due to the ~~increase~~decrease in operating expenses, ~~largely~~primarily from stock-based ~~compensation~~professional ~~awards~~fees, partially offset by an increase in other expenses.

Liquidity and Capital Resources

Sources of Liquidity

Since our inception, we have incurred significant operating losses and negative cash flows from our operations. Our net loss was $06.9 million and $10.1 million for the ~~six~~years ~~months~~ ended ~~June~~December 3031, 2024 and ~~the year ended December 31,~~ 2023, respectively. During ~~July~~fiscal ~~and~~year ~~August~~ 2024, we completed a debt offering and an equity offering which generated net proceeds of approximately $1.12 million, ofand ~~which~~ $01.758 million ~~was advanced on or before June 30~~, ~~2024~~respectively.

Working capital

	June 30,			December 31,			December 31,			2024 vs 2023			2023 vs 2022
	September 30,			December 31,			December 31,			2025 vs 2024			2024 vs 2023
	2024			2023			2022			Change			Change
	2025			2024			2023			Change			Change
Cash	$	546,555		$	549,755		$	55,434		$	(3,200	)	$	494,321
Current assets	$	7,258,534		$	1,617,478		$	1,218,056		$	5,641,056		$	399,422
Current Assets	$	1,435,644		$	1,218,056		$	170,319		$	217,588		$	1,047,737
Current liabilities	$	2,973,628		$	2,161,883		$	1,617,785		$	811,745		$	544,098
Current Liabilities	$	2,131,001		$	1,617,785		$	1,060,918		$	513,216		$	556,867
Working capital (deficiency)	$	4,284,906		$	(544,405	)	$	(399,729	)	$	4,829,311		$	(144,676	)
Working Capital (Deficiency)	$	(695,357	)	$	(399,729	)	$	(890,599	)	$	(295,628	)	$	490,870

~~As of June~~ 30, ~~2024,~~Table ~~December 31, 2023 and 2022, the current assets consisted~~ of cash of $547,000, $550,000 and $55,400, inventory of $192,000, $230,000 and $115,000, accounts receivable of $651,000, $427,000 and $0, prepaid expenses of $11,000, $11,000 and 240, and deferred offering costs of $35,000, $0 and $0, respectively.Contents

As of ~~June~~September 30, ~~2024~~2025, December 31, ~~2023~~2024 and ~~2022~~2023, the current ~~liabilities~~assets consisted of ~~accounts~~cash ~~payable and accrued liabilities~~ of $~~101~~6.2 million,~~000,~~ $55775,000 and $87550,000, ~~due~~respectively, toinventory ~~related parties~~ of $~~1.3 million~~467,000, $~~1.3~~325,000 ~~million~~ and $~~900~~230,000, ~~advances~~respectively, ~~for~~accounts ~~convertible~~receivable ~~notes to be issued~~ of $~~695~~508,000, $0317,000 and $0427, ~~promissory note of $0~~000, ~~$120~~respectively,~~000~~ prepaid expenses and ~~$0,~~other ~~convertible~~current ~~note~~assets of $087,000 $5474,000 and $3511,000, respectively, and ~~current~~deferred ~~portion~~offering ofcosts ~~operating lease liability~~ of $840,~~000,~~ $80126,000 and $390,~~000,~~ respectively.

As of September 30, 2025, December 31, 2024 and 2023, the current liabilities consisted of accounts payable and accrued liabilities of $705,000, $187,000 and $55,000, respectively, due to related parties of $161,000, $0 and $1.3 million, respectively, promissory note of $0, $0 and $120,000, respectively, convertible notes net of discount of $63,000, $196,000 and $54,000, respectively, convertible note – related party of $1.8 million, $577,000 and $0, respectively, financing loan of $48,000, $97,000 and $0, respectively, derivative liability of $0 million, $1.1 million, and $0, respectively, and current portion of operating lease liability of $143,000, $50,000 and $80,000, respectively.

2025 versus 2024

The increase in working capital in 2025 was primarily due to an increase in cash from equity and debt offering offset by an increase in convertible notes.

2024 versus 2023

The increase in working capital deficiency in 2024 was primarily due to the ~~result~~convertible ofnotes ~~advances~~and ~~for~~derivative ~~convertible~~liability ~~notes~~related to beconvertible ~~issued~~notes. The Company had net loss and negative cash flows from our operations. In 2024, the Company generated funds from more debt financing than equity financing, therefore, current liabilities increased more than current assets.

2023 versus 2022

The decrease in working capital deficiency in 2023 was primarily the result of an increase in cash and accounts receivable. The Company had net loss and negative cash flows from our operations. In 2023, the Company generated funds from more equity financing than debt financing and revenue was significantly increased as discussed above.

33 Table of Contents

Cash Flows

	Six Months Ended
	June 30,
	2024			2023			Change
Cash used in operating activities	$	(768,525	)	$	(423,890	)	$	(344,635	)
Cash provided by investing activities	$	-		$	-		$	-
Cash provided by financing activities	$	765,325		$	454,600		$	310,725
Net Change In Cash	$	(3,200	)	$	30,710		$	(33,910	)

For the nine months ended September 30, 2025 and 2024

Cash Flows from Operating Activities

	Nine months ended
	September 30,
	2025			2024			Change
Cash used in operating activities	$	(3,386,432	)	$	(1,319,815	)	$	(2,066,617	)
Cash used in investing activities	$	(221,670	)	$	-		$	(221,670	)
Cash provided by financing activities	$	9,028,943		$	1,079,189		$	7,949,754
Net Change in cash	$	5,420,841		$	(240,626	)	$	5,661,467

Operating Activities

We have not generated positive cash flows from operating activities.

For the ~~six~~nine months ended ~~June~~September 30, ~~2024~~2025, net cash flows used in operating activities consisted of a net loss of $430.47 million, reduced by stock-based compensation of $26.8 million, financing expense of $8.7 million, non-cash lease expenses of $40123,000, amortization and depreciation of $~~127~~242,000, amortization of debt discount of $2.2 million, loss on settlement of debt of $~~882~~6.8 million and changes in derivative liability of $2.0 million,~~000~~ and increased by net changes in operating assets and liabilities of $~~148~~328,000.

~~For~~31 ~~the~~Table ~~six months ended June 30, 2023, net cash flows used in operating activities consisted~~ of a net loss of $833,000, reduced by stock-based compensation of $147,000, amortization and depreciation of $124,000, non-cash lease expenses of $30,000 and reduced by net changes in operating assets and liabilities of $108,000.Contents

~~Cash~~For ~~Flows~~the ~~from~~nine ~~Investing~~months ~~Activities~~ended September 30, 2024, net cash flows used in operating activities consisted of a net loss of $5.1 million, reduced by stock-based compensation of $2.6 million, non-cash lease expenses of $60,000, amortization and depreciation of $190,000, loss on settlement of debt of $882,000 and increased by net changes in operating assets and liabilities of $1,000.

~~The~~Investing ~~Company did not use any funds for investing activities during the six months ended June 30, 2024 and 2023.~~ Activities

~~Cash~~For ~~Flows~~the ~~from~~nine ~~Financing~~months ~~Activities~~ended September 30, 2025, the cash flows used in investing activities were $222,000, which was related to the purchase of property and equipment.

~~For~~The ~~the~~Company ~~six~~did ~~months~~not ~~ended~~use ~~June~~any ~~30,~~funds ~~2024,~~for ~~net~~investing ~~cash provided by financing~~ activities ~~consisted~~during ofthe ~~$165,000~~nine ~~proceed~~months ~~from~~ended ~~issuance~~September ~~Series C Preferred Stock~~30, $695,000 advances received from eleven (11) lenders in cash for issuance of convertible promissory notes and warrants, $35,000 deferred offering cost payment and $60,000 repayment of loan -related party2024.

~~For~~Financing ~~the six months ended June 30, 2023, net cash provided by financing activities consisted of $275,000 received from a related party and $179,600 received from Series C Preferred Stock subscription.~~Activities

	Years Ended
	December 31,
	2023			2022			Change
Cash used in operating activities	$	(1,211,764	)	$	(708,450	)	$	(503,314	)
Cash used in investing activities	$	(4,015	)	$	(5,349	)	$	1,334
Cash provided by financing activities	$	1,710,100		$	763,764		$	946,336
Net Change in Cash	$	494,321		$	49,965		$	444,356

For the nine months ended September 30, 2025, net cash provided by financing activities consisted of $5.7 million from the issuance of Series C Convertible Preferred Stock, $3.7 million from the issuance of convertible promissory notes and associated warrants, $71,000 deferred offering cost payment, repayment of a financing loan of $216,000 and repayments to related party of $25,000.

~~Cash~~The ~~Flows~~basic terms of the convertible promissory notes issued in 2025 are: (i) a 12-month term; (ii) interest of 10% per annum, compounded annually; and (iii) voluntary conversion during the term at a conversion price of $2.40 for each dollar of principal amount. The associated warrants are exercisable for a period of 5 years from ~~Operating~~the ~~Activities~~issuance date, for an aggregate of up to 848,963 shares at an exercise price of $3.00.

For the nine months ended September 30, 2024, net cash provided by financing activities consisted of $165,000 proceed from issuance Series C Preferred Stock, $1.0 million from convertible promissory notes and warrants, $57,000 deferred offering cost payment and $60,000 repayment of loan - related party.

For the year ended December 31, 2024 and 2023

	Years Ended
	December 31,
	2024			2023			Change
Cash used in operating activities	$	(1,937,651	)	$	(1,211,764	)	$	(725,887	)
Cash used in investing activities	$	-		$	(4,015	)	$	4,015
Cash provided by financing activities	$	2,163,029		$	1,710,100		$	452,929
Net Change in cash	$	225,378		$	494,321		$	(268,943	)

Operating Activities

We have not generated positive cash flows from operating activities.

~~For~~32 ~~2023,~~Table ~~net cash flows used in operating activities was $1.2 million, consisting~~ of a net loss of $10 million, reduced by stock-based compensation of $9 million, non-cash lease expenses of $71,000, amortization and depreciation of $249,000 and decreased by net changes in operating assets and liabilities of $396,000.Contents

For ~~2022~~the year ended December 31, 2024, net cash flows used in operating activities ~~were~~consisted ~~$708,000, consisting~~ of a net loss of $36.9 million, reduced by stock-based compensation of $23.1 million, ~~loss~~non-cash onlease ~~disposition~~expenses of ~~digital~~$80,000, ~~currency~~bad ~~and~~debt ~~digital~~expense ~~currency~~of ~~assets~~$23,000, amortization and depreciation of $2265,000, ~~impairment~~amortization ~~loss~~of ondebt ~~digital~~discount ~~assets~~ of $6196,000, ~~non-cash~~loss ~~lease~~on ~~expense~~settlement of debt of $45909,000, ~~depreciation~~and changes in derivative liability of $16410,000, ~~and~~which ~~reduced~~were increased by annet ~~increase in~~ changes in operating assets and liabilities of $313,000.

34For ~~Table~~the year ended December 31, 2023, net cash flows used in operating activities was $1.2 million, consisting of ~~Contents~~a net loss of $10 million, reduced by stock-based compensation of $9 million, non-cash lease expenses of $71,000, and amortization and depreciation of $249,000, which were increased by net changes in operating assets and liabilities of $396,000.

~~Cash Flows from~~ Investing Activities

~~Cash~~The ~~flows~~Company ~~from~~did not use any funds for investing activities ~~was~~during ~~from~~ the ~~purchase~~year ofended ~~equipment~~December 31, 2024.

~~Cash~~For ~~Flows~~the ~~from~~year ~~Financing~~ended ~~Activities~~December 31, 2023, the cash flows used in investing activities were $4,015, which was related to the purchase of equipment.

~~For~~Financing ~~2023~~Activities financing cash flows, consisted of $308,000 received from a related party, $908,000 from issuance Convertible Series C Preferred Stock, $500,000 from stock subscriptions, $120,000 from promissory notes and repayments of $125,000 to a related party.

For ~~2022~~the year ended December 31, ~~financing~~2024, net cash ~~flows,~~provided by financing activities consisted of $~~784~~1.8 million in proceeds from the issuance of Series C Convertible Preferred Stock, $1.2 million from the issuance of convertible promissory notes and associated warrants in fourth quarter of 2024, $2,000 received from a related ~~parties~~party, $35126,000 ~~from~~deferred ~~convertible~~offering ~~note~~cost ~~and~~payment, ~~repayments~~repayment of a financing loan of $5623,000, toand $741,000 from a repayment of loan from a related party.

The basic terms of the convertible promissory notes issued in third and fourth quarter of 2024 are: (i) a 12-month term; (ii) interest of 10% per annum, compounded annually; and (iii) voluntary conversion during the term at a conversion price of $0.40 for each dollar of principal amount. The associated warrants are exercisable for a period of 5 years from the issuance date, for an aggregate of up to 1,620,000 shares at an exercise price of $0.50.

For the year ended December 31, 2023, cash provided by financing activities consisted of $308,000 received from a related party for funding operating costs without interest and due on demand, $908,000 from issuance of Series C Convertible Preferred Stock, $500,000 from stock subscriptions, $120,000 from promissory notes and repayments of $125,000 to a related party.

Contractual Obligations

Convertible notes

In first quarter 2025, the Company entered into eleven (11) subscription agreements for convertible notes ($2,075,000) and warrants (432,296 shares of common stock). The material terms of this convertible note indebtedness are, (i) a 12-month maturity; (ii) 10% interest per annum, capitalized on the maturity date; (iii) conversion rights in the amount of the principal, either (x) divided by 2.40 or (y) a 30% discount to the price sale of its Common Stock pursuant to a registration statement filed with the SEC and listing of the Common Stock on national securities exchange; and (iv) warrant coverage for five years at the rate of 1.25 shares of Common Stock for each dollar of principal, at an exercise price of $3.00 per share.

Convertible notes – related party

On December 31, 2024, the Company issued convertible note of $577,000 to a related party, in exchange for the amount due to related party. The convertible note has a term of twelve (12) months, at an interest rate of 10% per annum. The outstanding principal amount of convertible note and unpaid interest is convertible at a fixed conversion price of $2.16.

Table of Contents

In February 2025, the Company entered into one (1) subscription agreement for convertible notes ($2,000,000) and warrants (416,667 shares of common stock) with a related party. The convertible notes have a term of twelve (12) months, at an interest rate of 10% per annum and warrants are with a term of five (5) years, at exercise price of $3.00 per share. The outstanding principal amount of convertible notes and unpaid interest is convertible at a fixed conversion price of $2.40. The obligations of the Company under the convertible note are secured by a pledge of the Company’s membership interests in MFB Ohio. In the event of a default, the related party could proceed against the equity of MFB Ohio pledged to collateralize the convertible note. MFB Ohio owns the Company’s intellectual property portfolio.

Financing loan

The Company had a financing loan for the purchase of vehicle in September 2025. A repayment of loan schedule is $2,021 per month for 60 months, beginning October 2025, with an interest rate of 11.33%.

The Company had a financing loan for the purchase of vehicle in September 2025. A repayment of loan schedule is $2,083 per month for 48 months, beginning October 2025, with an interest rate of 11.90%.

Lease Agreements

The Company has one lease classified as an operating lease for an office and warehouse purpose. The following table outlines maturities of our lease liabilities as of ~~June~~September 30, ~~2024~~2025:

Year ending December 31,
2024 (excluding the six months ended June 30, 2024)	$	43,396
2025 - remaining three months	$	47,430
2025		50,862
2026		195,412
Thereafter		-
2027		203,228
		94,258
2028		211,357
Less: Imputed interest		(2,994	)
2029		219,812
Operating lease liabilities	$	91,264
Thereafter		55,486
		932,725
Less: Imputed interest		(133,595	)
Operating lease liabilities	$	799,130

~~Going Concern~~ Liquidity

The ~~accompanying~~Company ~~consolidated~~has ~~financial~~incurred ~~statements~~losses ~~have~~since ~~been~~inception ~~prepared (i) in accordance with accounting principles generally accepted in the United States,~~ and ~~(ii)~~incurred ~~assuming that the Company will continue as~~ a ~~going~~net ~~concern,~~loss ~~which contemplates the realization~~ of ~~assets and the satisfaction of liabilities in the normal course of business~~$30.7 million during ~~The Company has not generated significant income to date. The Company is subject to~~ the ~~risks~~nine ~~and~~months ~~uncertainties~~ended ~~associated~~September ~~with a business with no substantive revenue~~30, ~~as well as limitations on its operating capital resources~~2025. ~~These matters~~However, ~~among~~in ~~others~~September 2025, ~~raise substantial doubt about~~ the ~~ability of the~~ Company tocompleted ~~continue~~an asequity aoffering ~~going~~which ~~concern.~~generated ~~These~~net ~~financial~~proceeds ~~statements do not include any adjustments to the amounts and classification~~ of ~~assets and liabilities that may be necessary should the Company be unable to continue as a going concern~~$5.4 million. InAdditionally, ~~light~~in ofOctober ~~these matters~~2025, the Company’s ~~ability~~completed toan ~~continue~~equity asoffering awhich ~~going~~generated ~~concern~~net isproceeds ~~dependent~~of ~~upon~~$2.7 million ~~the~~(see ~~Company’s~~Note ~~ability to raise capital and generate revenue and profits in the future~~13).

~~Future~~The ~~Capital~~Company’s ~~Requirements~~existing cash resources are expected to provide sufficient funds to carry out the Company’s planned operations through fiscal year 2026. To continue operations beyond such time frame, the Company may be required to raise additional funds by completing additional equity or debt offerings or increasing revenue. There can be no assurance that the Company will be successful in acquiring additional funding, that the Company’s projections of its future working capital needs will prove accurate, or that any additional funding would be sufficient to continue operations in future years.

~~Our~~34 ~~current~~Table available cash and cash equivalents are insufficient to satisfy our liquidity requirements. Our capital requirements for the fiscal year ending December 31, 2024, will depend on numerous factors, including management’s evaluation of the timing of projects to pursue. Subject to our ability to generate revenues and cash flow from operations and our ability to raise additional capital (including through possible joint ventures or partnerships), we expect to incur substantial expenditures to carry out our business plan, as well as costs associated with our capital raising efforts and being a public company.Contents

Our plans to finance our operations include seeking equity and debt financing, alliances or other partnership agreements, or other business transactions that would generate sufficient resources to ensure the continuation of our operations.

The sale of additional equity or debt securities may result in further dilution to our stockholders. If we raise additional funds through the issuance of debt securities or preferred stock, these securities could have rights senior to those of our Common Stock and could contain covenants that would restrict our operations. Any such required additional capital may not be available on reasonable terms, if at all. If we were unable to obtain additional financing, we may be required to reduce the scope of, delay or eliminate some or all of our planned activities and limit our operations, which could have a material adverse effect on our business, financial condition, and operations results.

35 Table of Contents

Contingencies

Certain conditions may exist as of the date the financial statements are issued, which may result in a loss to the Company, but which will only be resolved when one or more future events occur or fail to occur. In consultation with its legal counsel as appropriate, our management assesses such contingent liabilities, and such assessment inherently involves an exercise of judgment. In assessing loss contingencies related to legal proceedings that are pending against us or unasserted claims that may result in such proceedings, we, in consultation with legal counsel, ~~evaluates~~evaluate the perceived merits of any legal proceedings or unasserted claims, as well as the perceived merits of the amount of relief sought or expected to be sought therein. If the assessment of a contingency indicates it is probable that a material loss has been incurred and the amount of the liability can be estimated, then the estimated liability would be accrued in our financial statements. If the assessment indicates a potentially material loss contingency is not probable, but is reasonably possible, or is likely, but cannot be estimated, then the nature of the contingent liability, together with an estimate of the range of possible loss, if determinable and material, would be disclosed. Loss contingencies considered remote are generally not disclosed unless they involve guarantees, in which case the guarantees would be disclosed.

Critical Accounting ~~Policies~~Estimates

~~The~~Our ~~discussion~~unaudited ~~and~~consolidated ~~analysis of our~~ financial ~~condition~~statements ~~and results of operations~~ are ~~based upon our financial statements, which have been~~ prepared in accordance with ~~the~~ accounting principles generally accepted in the United States of(“GAAP”), ~~America.~~which ~~Preparing~~require ~~financial statements requires~~ management to make estimates, judgments and assumptions that affect the ~~reported~~ amounts ofreported ~~assets,~~in ~~liabilities,~~our ~~and~~unaudited ~~expenses.~~consolidated ~~These~~financial ~~estimates~~statements and ~~assumptions~~accompanying ~~are affected by management’s application of accounting policies~~notes. We believe ~~that~~our ~~understanding~~most ~~the~~critical ~~basis~~accounting ~~and nature of the~~ estimates ~~and~~relate ~~assumptions~~to ~~involved with~~ the following ~~aspects of our financial statements is critical to an understanding of our financial statements.~~:

~~Our~~• ~~most~~Fair ~~critical~~value ~~accounting~~of ~~policies~~convertible ~~and~~notes ~~estimates~~• ~~relate~~Fair value of warrant to ~~the~~purchase ~~following:~~common stock

·While ~~Revenue~~our ~~Recognition~~estimates ·and ~~Incremental~~assumptions ~~borrowing~~are ~~rate~~based ~~for~~on ~~Right~~our knowledge of ~~Use~~current ~~Assets~~events ·and ~~Share~~on ~~based~~actions ~~compensation~~we may undertake in the future, actual results may ultimately differ from these estimates and assumptions. For a discussion of the Company’s significant accounting policies, refer to Note 2 of Notes to Unaudited Consolidated Financial Statements.

~~Revenue~~Fair ~~Recognition~~Value of Convertible Notes

~~Revenue~~The isCompany ~~recognized~~determined ~~when~~that ~~performance~~the ~~obligations~~conversion ~~under~~feature, embedded in convertible notes, met the ~~terms~~definition of ~~the~~a ~~contracts~~liability ~~with~~in ~~our~~accordance ~~customers~~with ~~are~~ASC ~~satisfied~~Topic No. ~~Our~~815-40, Derivatives ~~performance~~and ~~obligation~~Hedging ~~generally~~- ofContracts ~~product~~in ~~used~~Entity’s ~~for~~Own ~~lumber~~Stock and ~~product~~therefore ~~for~~bifurcated ~~fire~~the ~~prevention.~~embedded ~~Revenue~~conversion isoption ~~recognized~~once atthe anote ~~point~~become inconvertible ~~time,~~and ~~that~~accounted isfor ~~which~~it ~~the~~as ~~risks~~a ~~and~~derivative ~~rewards~~liability. ofThe ~~ownership~~fair value of the ~~product~~conversion ~~transfer~~feature ~~from~~was ~~the~~recorded ~~Company~~as toa ~~the~~debt ~~customer.~~discount ~~All~~and of“day ~~our~~1” ~~performance~~derivative ~~obligations~~loss ~~under~~for the ~~terms~~excess amount of ~~contracts~~debt ~~with~~discount ~~our~~and ~~customers~~amortized ~~have~~to aninterest ~~original~~expense ~~duration~~over ofthe ~~one~~term ~~year~~of orthe ~~less~~note.

~~Incremental~~For ~~borrowing~~the ~~rate~~conversion ~~for~~feature ~~Right~~classified as a liability, the Company uses a Binomial Lattice valuation model to value the derivative instrument at inception and on subsequent valuation dates. The use of ~~Use~~this ~~Assets~~valuation model requires the input of highly subjective assumptions. Any change to these inputs could produce significantly higher or lower fair value measurements.

AsFair ~~the~~Value ~~Company’s operating leases typically do not provide an implicit rate, the Company estimates its incremental borrowing rate. The assessment~~ of ~~the~~Warrant ~~Company’s incremental~~to ~~borrowing~~Purchase ~~rate involves~~Common ~~judgment regarding the cost of borrowing funds on a collateralized basis over a similar term and in a similar economic environment.~~Stock

~~Share-Based~~The ~~Compensation~~Company has issued warrants to investors in our debt offerings.

~~The~~35 ~~Company~~Table ~~accounts for employee and non-employee stock awards under ASC 718, Compensation – Stock Compensation, whereby equity instruments issued to employees for services are recorded based on the fair value~~ of the instrument issued and those issued to nonemployees are recorded based on the fair value of the consideration received or the fair value of the equity instrument, whichever is more reliably measurable. Equity grants are amortized on a straight-line basis over the requisite service periods, which is generally the vesting period. If an award is granted, but vesting does not occur, any previously recognized compensation cost is reversed in the period related to the termination of service.Contents

We evaluate all warrants issued to determine the appropriate classification under ASC 480 and ASC 815. In addition to determining classification, we evaluate these instruments to determine if such instruments meet the definition of a derivative.

For warrants that are determined to be equity-classified, we estimate the fair value at issuance and record the amounts to additional paid in capital (potentially on a relative fair value basis if issued in a basket transaction with other financial instruments). Warrants that are equity-classified are not subsequently remeasured unless modified or required to be reclassified as liabilities. The classification of all outstanding warrants, including whether such instruments should be recorded as equity, is evaluated at the end of each reporting period.

The warrants are valued using a Black Scholes valuation model. The use of this valuation model requires the input of highly subjective assumptions. Any change to these inputs could produce significantly higher or lower fair value measurements.

Off-balance sheet arrangements

We have no off-balance sheet arrangements that have or are reasonably likely to have a current or future effect on our financial condition, changes in financial condition, revenues or expenses, results of operations, liquidity, capital expenditures or capital resources that is material to stockholders.

36 Table of Contents

BUSINESS

Our Business

~~General~~CitroTech ~~Enterprise Ventures,~~ Inc., (“~~GEVI~~CITR,” “we,” “us,” or the “Company”) was originally incorporated in Nevada on March 14, 1990. Our offices are located at ~~1740H~~6400 ~~Del~~S. ~~Range~~Fiddlers ~~Blvd~~Green Cir., Suite ~~166~~300, ~~Cheyenne~~Greenwood Village, ~~Wyoming~~Colorado ~~82009~~80111. Our telephone number is (800) 401-4535, and our email address is ~~welcome~~info@~~generalenterpriseventures~~citrotech.com. Our website is www.~~generalenterpriseventures~~citrotech.com and ~~www.mightyfirebreaker.com.~~ We do not incorporate the information on or accessible through our website into this Registration Statement, and you should not consider any information on, or that can be accessed through, our website a part of this Registration Statement.

We are an environmentally sustainable ~~flame~~specialty ~~retardant~~chemical ~~and~~company ~~flame~~with ~~suppression~~fire ~~company~~inhibitors for the wildland and residential home industry throughout the United States and ~~international~~Canada markets. In addition, the fire inhibitors are sold into the wood products, lumber and building material industry to provide fire retardant treatment. Since MFB Ohio acquired the MFB portfolio of intellectual property on April 13, 2022,. ~~and~~Steve Conboy formed ~~Mighty~~MFB ~~Fire~~and ~~Breaker~~contributed UKnumerous ~~Ltd.~~patents ontoward ~~November 14, 2022~~development ~~(collectively,~~of ~~“MFB”). Steve~~the ~~Conboy,~~green ~~who~~product ~~founded~~line ~~MFB,~~that ~~has~~was ~~been~~envisioned inmany ~~the~~years ~~lumber~~ago. ~~business~~That ~~for~~product ~~over~~is ~~30 years~~CitroTech. ~~Approximately~~Since 10MFB ~~years~~Ohio ~~ago,~~acquired hethe ~~realized~~MFB ~~that~~portfolio ~~residential~~of ~~and~~intellectual ~~commercial fires~~property, asCompany ~~well~~management ashas ~~wildfires,~~continued ~~would~~to ~~not~~develop ~~cease~~many ~~for~~formulations ~~the~~to ~~foreseeable~~achieve ~~future.~~the Mrvision. ~~Conboy~~In ~~understood that~~addition, ~~even~~the ifCompany ~~lumber~~has ~~was~~been ~~treated,~~recognized itand ~~was~~certified ~~toxic~~for bytheir ~~nature~~achievement. ~~and~~These ~~this~~recognitions ~~toxicity~~and Isachievements ~~harmful~~include totwice ~~humans~~receiving ~~and~~ the ~~environment.~~EPA HeSafer ~~realized~~Choice ~~that~~award ~~there~~and ~~was~~being athe ~~market,~~first and ~~most~~only ~~importantly~~EPA arecognized ~~need,~~fire inhibitor (safe for athe ~~product~~environment), ~~that~~being ~~was~~awarded ~~capable~~UL ofGreenGuard ~~fire~~Gold ~~suppression~~status ~~and~~(demonstrates ~~being~~minimal aimpact ~~fire~~on ~~retardant~~the ~~while~~indoor ~~also~~toxic ~~being~~smoke environment in the ~~safest~~long ~~for~~period), ~~the~~other ~~environment~~accreditations, and ~~for~~adoption ~~human~~by ~~beings.~~fire departments throughout the State of California.

~~Mr.~~The ~~Conboy~~patent ~~set~~portfolio ~~out~~and totechnology ~~develop~~will abe ~~formula~~expanded ~~for~~into aareas that benefit from an environmentally safe product ~~that~~disrupting ~~would~~the ~~meet~~legacy ~~these~~fire ~~requirements~~retardant and fire retardant treated wood industries. ~~During~~CitroTech Inc. has developed and is in the ~~course~~initial phases of ~~research~~marketing ~~and~~wood ~~development~~coatings using its safe, Mrenvironmentally friendly technology. ~~Conboy~~CitroTech ~~formed~~Inc. ~~MFB~~is also currently deploying Proactive Wildfire Defense Systems on residential and ~~contributed~~commercial ~~numerous~~properties ~~patents~~known ~~toward~~as ~~development~~CitroSafe ofSystems. ~~the~~CitroTech ~~Green~~Inc. ~~product~~installs ~~line~~self-contained sprinkler systems utilizing its patented CitroTech product that ~~was~~are ~~envisioned~~proactively ~~many~~deployed ~~years~~in ~~ago~~advance of wildfires thereby reducing the risk to the structures protected by the systems. ~~That~~Wildfire ~~product~~insurance is a significant problem in eleven western states. CitroTech Inc. ~~Since~~is ~~MFB~~working ~~Ohio~~with ~~acquired~~insurance companies to reduce the ~~MFB~~risk ~~portfolio~~and ofallow ~~intellectual~~properties ~~property~~to be insured in the Wilderness Urban Interface, ~~Company~~a ~~management~~zone ~~has~~of ~~continued~~transition tobetween ~~develop~~wilderness ~~many~~and ~~formulations~~developed toland ~~achieve~~where ~~the~~built ~~vision~~environment meets natural environment at greater risk of catastrophic wildfire. There is a wildfire base insurance shortage in 11 western states. In ~~addition~~those states, ~~the~~policies ~~Company~~are ~~has~~not ~~been~~being ~~recognized~~written ~~and~~on ~~certified~~new ~~for~~construction ~~their~~or ~~achievement.~~renewal ~~These~~of ~~recognitions~~existing ~~and~~policies ~~achievements,~~(resulting ~~including~~in ~~twice~~cancelation ~~receiving~~of ~~the~~current ~~EPA~~polices). ~~Safer~~CitroTech ~~Choice~~Inc. ~~award~~is ~~and~~working ~~being~~with ~~the~~a ~~first~~large ~~and~~insurance ~~only~~broker ~~EPA~~to ~~certified~~offer ~~fire~~insurance ~~retardant,~~to ULour ~~Certification,~~customers ~~GreenGaurd~~when ~~Gold~~installing ~~for~~a noCitroSafe ~~VOCs,~~proactive ~~other~~wildfire ~~accreditations,~~system. ~~and~~The ~~adoption~~insurance policies are being underwritten by ~~departments~~large ~~throughout~~name insurance companies. CitroTech is now in the ~~State~~proof of ~~California.~~concept phase and developing revenues in the various markets.

~~After~~Our ~~the~~management ~~Company’s~~is ~~acquisition~~comprised of ~~the~~five ~~technology,~~individuals: ~~the~~Wesley ~~patent portfolio and technology will be expanded into areas that benefit from an environmentally safe product disrupting a market previously thought of as toxic and carcinogenic~~J. ~~MFB~~Bolsen, ~~has~~who ~~developed and~~ is inour ~~the~~Chief ~~initial~~Executive ~~phases~~Officer, ofAndrew ~~marketing~~Hotsko, ~~wood~~who ~~coatings and~~ is ~~currently~~our inChief ~~USDA~~Operating ~~testing~~Officer, ~~for~~Nanuk ~~delivery from aircraft using its safe~~Warman, ~~environmentally~~who ~~friendly technology. MFB~~ is ~~also~~our ~~currently~~Secretary ~~deploying Proactive Wildfire Defense Systems on residential~~ and ~~commercial~~Chief ~~properties.~~Financial ~~Wildfire~~Officer; Stephen ~~insurance~~Conboy, iswho ~~a significant problem in eleven western states. MFB~~ is ~~working~~our ~~with~~Chief ~~insurance~~Technology ~~companies~~Officer; ~~to reduce the risk~~ and ~~allow~~Anthony ~~properties to be insured in the Wilderness Urban Interface~~Newton, awho ~~zone of transition between wilderness and developed land where built environment meets natural environment at greater risk of catastrophic wildfire. MFB~~ is ~~now~~our inGeneral ~~the proof of concept phase and developing revenues in the various markets~~Counsel.

~~Our~~36 ~~management~~Table ~~is comprised~~ of one individual, Joshua Ralston, who is our President, Chief Executive officer, Chief Financial Officer and Chairman of the Board of Directors. Mr. Ralston has [•] voting power through his ownership of Series A Preferred Stock with super voting rights to control the vote on substantially all corporate matters.Contents

Financial Performance to Date

AsDuring ofthe ~~June~~nine months ended September 30, 2025 and the year ended December 31, 2024, we had ~~limited~~ revenue of $1,945,232 and $808,372, respectively. We believe that revenues will increase starting in the summer of 2026 as wildfire season in the Western United States generally accelerates during dry or drought conditions. In addition, in early 2026 we started to establish relationships with lumber and building material companies that are using CitroTech to treat wood products to be Class A rated lumber under an issued Technical Evaluation Report (TER). We anticipate ~~incurring~~a ~~operating~~moderate ~~losses~~increase to our sales, general and ~~negative~~administrative ~~operating~~expense ~~cash~~during ~~flow~~2026 ~~for~~as we approach new markets. We believe that the ~~next~~proceeds ~~twelve~~from ~~months~~this offering will also enable us to expand sales and business development efforts to further increase product orders subsequent to calendar year 2026. Therefore, the Company 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.

37 Table of Contents

Business Model

Principal product, services and markets

~~The~~We ~~Company’s~~hold ~~subsidiary MFB holds~~ various intellectual property in the form of patents and trademarks inrelated ~~the~~to ~~fields~~our ofCitroTech specialty chemical for fire suppression, mapping and tracking of fire retardant dispersion and fire inhibition chemistry and technology. ~~The~~We ~~Company and MFB~~ have obtained multiple ~~certification~~certifications and accreditations in this industry for ~~its~~our CitroTech product,. ~~such~~We ashave ~~being~~received the ~~only~~ EPA Safer Choice ~~approved,~~award ~~long-term~~twice ~~fire~~and ~~retardant,~~have been awarded the UL ~~GreenGaurd~~GreenGuard Gold, ~~California~~status ~~Bioassay~~(demonstrates ~~water~~minimal ~~approval,~~impact ~~LENS,~~on ~~and~~the inindoor ~~the~~toxic ~~process~~smoke ofenvironment ~~USDA~~in ~~approval~~the long period).

Future Markets Insights, a market researcher in Pimpri-Chinchwad, India, projects that’s the fire -retardant market is forecast to be $13.6 billion dollars globally by 2034. ~~MFB~~CitroTech markets ~~home,~~its ~~industrial~~product ~~and~~primarily ~~commercial~~to ~~proactive~~lumber ~~fire defense systems directly~~ and inwood ~~conjunction~~product ~~with large insurance~~ companies, ~~sells~~home, ~~EPA~~industrial ~~product through various retailers~~ and ~~directly~~commercial ~~to large~~ users, ~~such~~as well as fire departments ~~and other countries~~.

Distribution methods

~~MFB~~CitroTech ~~ships~~is ~~directly~~blended ~~from~~in ~~its Rohnert Park~~Oceanside, California ~~facility,~~under ~~can~~the ~~drop~~supervision ~~ship~~of ~~orders~~Andrew ~~through~~Hotsko, ~~toll~~the ~~blenders~~company’s ~~and~~Chief ~~has~~Operating ~~product~~Officer, ~~available~~whereafter atthe 12product ~~regional~~is ~~retailers~~shipped ~~for~~directly ~~smaller~~to ~~consumers~~customers.

Competitive business conditions and the Company’s competitive position in the industry

The fire retardant market has been status quo for many years without significant innovation. ~~The~~A ~~market~~study isat ~~regarded~~the asUniversity ~~having~~of ~~product~~Southern California published in Environmental Science and Technology explained that ~~are~~the ~~not~~fire retardant industry is known for ~~their~~having ~~environmental~~products ~~safety~~containing ortoxic ~~sustainability~~metals that are not environmentally safe, and are ~~generally~~ considered as not friendly toward humans, wildlife, fish, water, and plants. ~~MFB’s~~ CitroTech is anthe ~~all-green~~first and currently only EPA Safer Choice recognized fire ~~retardant~~inhibitor. ~~MFB’s~~We believe that our product will be sold at amounts that can be competitive in many markets, including Western States where wildfires occur, and areas of the United States where there is new home construction relating to population growth, such as Florida and Texas. Our industry is evolving rapidly and is becoming increasingly competitive. Competitors, such as Perimeter Solutions, SA, have longer operating histories, larger customer bases, greater brand recognition and significantly greater financial, marketing and other resources than we do. Competitors, such as Perimeter Solutions, SA, have adopted, and may continue to adopt, aggressive pricing policies and devote substantially more resources to marketing, website and systems development than we do.

The lumber and wood products industry has long used expensive pressure treatment to make Class A-Rated lumber and building materials. This includes companies such as Hoover Treated Wood products and other companies selling into the pressure treated lumber industry. We anticipate significant competition from incumbent industry participants as the new CitroTech treated lumber and building materials are introduced into the market.

Table of Contents

Patents, trademarks and licenses and their duration

~~MFB~~We currently ~~holds~~hold 3031 granted patents, ~~and~~including 26the ~~pending~~main ~~patents.~~chemistry ~~The~~and ~~granted~~applications, ~~patents~~and 56 ~~include~~pending ~~MFB’s~~patent ~~main chemistry and~~ applications. ~~MFB~~We ~~has~~also hold 21 trademarks and various copyrights.

Below is a schedule of our intellectual property portfolio:

TRADEMARKS

KINDS OF SUBJECT MATTER COVERED BY THE CLAIMS TO INVENTION PRESENTED

Attorney Docket No.

Country

Application Status

Application No.

Filing Date

Application Title

Trademark No.

Expiration Date

GRANTED - CHEMICAL COMPOSITION

GRANTED - DELIVERY METHOD

GRANTED - FIRE-PROTECTED PRODUCT

PENDING-CHEMICAL COMPOSITION

PENDING- DELIVERY METHOD

PENDING - FIRE-PROTECTED PRODUCT

200-003USAM00

Registered

87981474

31-Oct-2017

MIGHTY FIRE BREAKER - CLASSES 1 and 40

5858452

200-003USAMA0

Registered

87666138

31-Oct-2017

MIGHTY FIRE BREAKER - CLASS 009

6639432

200-003WPM00

WPM

Registered

1 734 393

4-Apr-2023

MIGHTY FIRE BREAKER - CLASSES 1, 9 and 40 - Madrid International Trademark Application Designating the following Member States: Australia, European Union,

1 734 393

200-003AUST000

Registered

1 734 393

4-Apr-2023

MIGHTY FIRE BREAKER - CLASSES 1, 9 and 40 - Madrid International Trademark Application Designating European Union

1 734 393

200-003EU000

Registered

1 734 393

4-Apr-2023

MIGHTY FIRE BREAKER - CLASSES 1, 9 and 40 - Madrid International Trademark Application Designating European Union

1 734 393

200-005USAM00

Registered

87666509

31-Oct-2017

MFRT - Classes 19 and 40

5822463

200-007USAM00

Registered

87666786

31-Oct-2017

WE TAME THE FLAMES

5829516

200-057USAM00

Pending

90605808

26-Mar-2021

CITROTECH (Block Letters) - CLASSES 1 and 019

Allowed; Proof of Use Required Before Registration

2 AUG 2025 DEADLINE

200-057USAMA0

Registered

90978810

26-Mar-2021

CITROTECH (Block Letters) - CLASS 1

6965623

Table of Contents

Below is a schedule of MFB’s intellectual property:

225-057WPM00

WPM

Registered

1726185001

16-Jun-2023

CITROTECH - CLASSES 1 and 19 - Madrid International Trademark Application Designating the following Member States: Australia, European Union, United Kingdom, India,

1 741 423

225-057AUST000

Registered

1 741 423

16-Jun-2023

CITROTECH (Block Letters) - CLASS 1 and 019 - Designagions: Austraila

Aust. TM No. 2373363

225-057EU000

Registered

1 741 423

16-Jun-2023

CITROTECH (Block Letters) - CLASS 1 and 019 - Designagions: European Union

Allowed; Proof of Use Required Before Registration

225-057GB000

Registered

1 741 423

16-Jun-2023

CITROTECH (Block Letters) - CLASS 1 and 019 - Designagion: United Kingdom (GB)

Allowed; Proof of Use Required Before Registration

225-057INDIA000

Registered

1 741 423

16-Jun-2023

CITROTECH (Block Letters) - CLASS 1 and 019 - Designagion:India

Allowed; Proof of Use Required Before Registration

200-063USAM00

Pending

97153769

2-Dec-2021

LOCKED-N-LOADED (Block Letters)

Allowed; Proof of Use Required Before Registration

200-069USAM00

Pending

97153798

2-Dec-2021

GET PROACTIVE (Block Letters)

Allowed; Proof of Use Required Before Registration

200-071USAM00

Pending

97279362

22-Feb-2022

WILDFIRE DEPOT (Block Letters)

Allowed; Proof of Use Required Before Registration

200-074USAM00

Pending

97309817

13-Mar-2022

PRO-ENVIRONMENT (Block Letters)

Allowed; Proof of Use Required Before Registration

225-001USAM00

Pending

97408501

12-May-2022

BIGWOOD AND LITTLEWOOD (Block Letters)

Under Examination in USPTO

225-093USAM00

Pending

98408448

16-Feb-2024

FALLS LIKE RAIN (Block Letters)

Allowed; Proof of Use Required Before Registration

225-087USAM00

Registered

97872310

4-Apr-2023

MFB-31 (Block Letters)

7365852

23-Apr-2024

225-097USAM00

Pending

98647758

14-Jul-2024

CITROSAFE (Class 040)

Allowed; Proof of Use Required Before Registration

225-098USAM00

Pending

98658564

20-Jul-2024

CITROSAFE (Classes 001, 009, 040)

Allowed; Proof of Use Required Before Registration

Application No.	Filing Date	Application Title	Trademark No.	Registration Date (Remarks)	Expiration Date
87981474	31-Oct-2017	MIGHTY FIRE BREAKER - CLASSES 1 and 40	5858452	10-Sep-2019
87666138	31-Oct-2017	MIGHTY FIRE BREAKER - CLASS 009	6639432	08-Feb-2022
1 734 393	4-Apr-2023	MIGHTY FIRE BREAKER - CLASSES 1, 9 and 40 - Madrid International Trademark Application Designating the following Member States: Australia, European Union,	1 734 393	International Registration
1 734 393	4-Apr-2023	MIGHTY FIRE BREAKER - CLASSES 1, 9 and 40 - Madrid International Trademark Application Designating Australia	1 734 393	Initial Refusal; Response Due
1 734 393	4-Apr-2023	MIGHTY FIRE BREAKER - CLASSES 1, 9 and 40 - Madrid International Trademark Application Designating European Union	1 734 393	Proof of Use of Mark Required Before Registration
87666509	31-Oct-2017	MFRT - Classes 19 and 40	5822463	30-Jul-2019
87666786	31-Oct-2017	WE TAME THE FLAMES	5829516	06-Aug-2019
90605808	26-Mar-2021	CITROTECH (Block Letters) - CLASSES 1 and 019	Approved for Principal Register Class 001	Proof of Use of Mark Required Before Registration
90978810	26-Mar-2021	CITROTECH (Block Letters) - CLASS 1	6965623	24-Jan-23
1726185001	16-Jun-2023	CITROTECH - CLASSES 1 and 19 - Madrid International Trademark Application Designating the following Member States: Australia, European Union, United Kingdom, India,	1 741 423	16-Jun-23
1 741 423	16-Jun-2023	CITROTECH (Block Letters) - CLASS 1 and 019 - Designagions: Austraila	International Registration
1 741 423	16-Jun-2023	CITROTECH (Block Letters) - CLASS 1 and 019 - Designagions: European Union	Proof of Use Required Before Registration
1 741 423	16-Jun-2023	CITROTECH (Block Letters) - CLASS 1 and 019 - Designagion: United Kingdom (GB)	Proof of Use Required Before Registration
1 741 423	16-Jun-2023	CITROTECH (Block Letters) - CLASS 1 and 019 - Designagion:India	Proof of Use Required Before Registration
97153769	2-Dec-2021	LOCKED-N-LOADED (Block Letters)	Statement of Use (SOU) Required Before Registration
97153798	2-Dec-2021	GET PROACTIVE (Block Letters)	Statement of Use (SOU) Required Before Registration
97279362	22-Feb-2022	WILDFIRE DEPOT (Block Letters)	Statement of Use (SOU) Required Before Registration
97309817	13-Mar-2022	PRO-ENVIRONMENT (Block Letters)	Statement of Use (SOU) Required Before Registration
97408501	12-May-2022	BIGWOOD AND LITTLEWOOD (Block Letters)	Statement of Use (SOU) Required Before Registration
98408448	16-Feb-2024	FALLS LIKE RAIN (Block Letters)	Awaiting Preliminary Examination
97872310	4-Apr-2023	MFB-31 (Block Letters)	Published for Opposition
Application No.	Filing Date	Application Title	Patent No.	Issue Date
15/829943	3-Dec-2017	CLASS-A FIRE-PROTECTED WOOD PRODUCTS INHIBITING IGNITION AND SPREAD OF FIRE ALONG CLASS-A FIRE-PROTECTED WOOD SURFACES AND DEVELOPMENT OF SMOKE FROM SUCH FIRE	10899038	26-Jan-2021	02-Dec-2037
15/829944	3-Dec-2017	CLASS-A FIRE-PROTECTED ORIENTED STRAND BOARD (OSB) SHEATHING, AND METHOD OF AND AUTOMATED FACTORY FOR PRODUCING THE SAME	10919178	16-Feb-2021	02-Dec-2037

Table of Contents

15/866451

9-Jan-2018

METHODS OF SUPPRESSING WILD FIRES RAGING ACROSS REGIONS OF LAND IN THE DIRECTION OF PREVAILING WINDS BY FORMING ANTI-FIRE (AF) CHEMICAL FIRE-BREAKING SYSTEMS USING ENVIRONMENTALLY-CLEAN ANTI-FIRE (AF) LIQUID SPRAY APPLIED USING GPS-TRACKING TECHNIQUES

10653904

19-May-2020

02-Dec-2037

225-112USAM00

Pending

99223061

7-Jun-2025

MFB (Block Letters) (Classes 001 and 040)

Pending

16/805811

1-Mar-2020

METHOD OF PROTECTING LIFE, PROPERTY, HOMES AND BUSINESSES FROM WILD FIRE BY PROACTIVELY APPLYING ENVIRONMENTALLY-CLEAN ANTI-FIRE (AF) CHEMICAL LIQUID SPRAY IN ADVANCE OF WILD FIRE ARRIVAL AND MANAGED USING A WIRELESS NETWORK WITH GPS-TRACKING

11400324

02-Aug-2022

02-Dec-2037

225-013USAM00

Pending

99223122

7-Jun-2025

MFB-34 (Block Letters) (Classes 001 and 040)

Pending

17/497,941

10-Oct-2021

WIRELESS WILDFIRE DEFENSE SYSTEM NETWORK FOR PROACTIVELY DEFENDING HOMES AND NEIGHBORHOODS AGAINST WILD FIRES BY SPRAYING ENVIRONMENTALLY-CLEAN ANTI-FIRE CHEMICAL LIQUID ON PROPERTY AND BUILDINGS AND FORMING GPS-TRACKED AND MAPPED CHEMICAL FIRE BREAKS ABO

11642555

9-May-23

02-Dec-2037

225-114USAM00

Pending

99223137

7-Jun-2025

MFB-35-FM (Block Letters) (Classes 001 and 040)

Pending

17/497,942

10-Oct-2021

WIRELESS NEIGHBORHOOD WILDFIRE DEFENSE SYSTEM NETWORK SUPPORTING PROACTIVE PROTECTION OF LIFE AND PROPERTY IN A NEIGHBORHOOD THROUGH GPS-TRACKING AND MAPPING OF ENVIRONMENTALLY-CLEAN ANTI-FIRE (AF) CHEMICAL LIQUID SPRAY APPLIED TO THE PROPERTY BEFORE WILD

11633636

25-Apr-23

02-Dec-2037

17/497,943

10-Oct-2021

METHOD OF PROACTIVELY PROTECTING PROPERTY FROM WILD FIRE BY SPRAYING ENVIRONMENTALLY-CLEAN ANTI-FIRE CHEMICAL LIQUID ON PROPERTY SURFACES PRIOR TO WILD FIRE ARRIVAL USING REMOTE SENSING AND GPS-TRACKING AND MAPPING ENABLED SPRAYING

11638844

02-May-2023

02-Dec-2037

17/497,945

10-Oct-2021

WIRELESS COMMUNICATION NETWORK, GPS-TRACKED GROUND-BASED SPRAYING TANKER VEHICLES AND COMMAND CENTER CONFIGURED FOR PROACTIVELY SPRAYING ENVIRONMENTALLY-SAFE ANTI-FIRE CHEMICAL LIQUID ON PROPERTY SURFACES TO INHIBIT FIRE IGNITION AND FLAME SPREAD IN THE P

11654313

23-May-2023

02-Dec-2037

17/497,946

10-Oct-2021

WIRELESS COMMUNICATION NETWORK, GPS-TRACKED MOBILE SPRAYING SYSTEMS, AND A COMMAND SYSTEM CONFIGURED FOR PROACTIVELY SPRAYING ENVIRONMENTALLY-SAFE ANTI-FIRE CHEMICAL LIQUID ON COMBUSTIBLE PROPERTY SURFACES TO PROTECT PROPERTY AGAINST FIRE IGNITION AND FLAME SPREAD

11697039

11-Jul-2023

17/497,962

10-Oct-2021

WIRELESS COMMUNICATION NETWORK, GPS-TRACKED DRONE SPRAYING SYSTEMS, AND A COMMAND SYSTEM CONFIGURED FOR PROACTIVELY SPRAYING ENVIRONMENTALLY-SAFE ANTI-FIRE CHEMICAL LIQUID ON COMBUSTIBLE BUILDINGS, SURROUNDING PROPERTY AND GROUND SURFACES TO PROTECT SUCH

11707639

25-Jul-2023

02-Dec-2037

PATENTS

Attorney Docket No.

Country

Application Status

Application No.

Filing Date

Application Title

Patent No.

200-001USANC0

Granted

15/829943

3-Dec-2017

CLASS-A FIRE-PROTECTED WOOD PRODUCTS INHIBITING IGNITION AND SPREAD OF FIRE ALONG CLASS-A FIRE-PROTECTED WOOD SURFACES AND DEVELOPMENT OF SMOKE FROM SUCH FIRE

10899038

02-Dec-2037

200-001USAND0

Granted

15/829944

3-Dec-2017

CLASS-A FIRE-PROTECTED ORIENTED STRAND BOARD (OSB) SHEATHING, AND METHOD OF AND AUTOMATED FACTORY FOR PRODUCING THE SAME

10919178

02-Dec-2037

200-009USA000

Granted

15/866451

9-Jan-2018

10653904

02-Dec-2037

200-009USANA0

Granted

16/805811

1-Mar-2020

11400324

02-Dec-2037

200-009USANP0

Granted

17/497,941

10-Oct-2021

11642555

02-Dec-2037

200-009USANQ0

Granted

17/497,942

10-Oct-2021

11633636

02-Dec-2037

Table of Contents

17/497,948

10-Oct-2021

WIRELESS COMMUNICATION NETWORK, GPS-TRACKED BACK-PACK SPRAYING SYSTEMS AND COMMAND CENTER CONFIGURED FOR PROACTIVELY SPRAYING ENVIRONMENTALLY-SAFE ANTI-FIRE CHEMICAL LIQUID ON PROPERTY SURFACES TO INHIBIT FIRE IGNITION AND FLAME SPREAD IN THE PRESENCE OF

11730987

22-Aug-2023

02-Dec-2037

200-009USANR0

Granted

17/497,943

10-Oct-2021

11638844

02-Dec-2037

17/497,949

10-Oct-2021

WILD FIRE DEFENSE SYSTEM NETWORK USING A COMMAND CENTER, SPRAYING SYSTEMS AND MOBILE COMPUTING SYSTEMS CONFIGURED TO PROACTIVELY DEFEND HOMES AND NEIGHBORHOODS AGAINST THREAT OF WILD FIRE BY SPRAYING ENVIRONMENTALLY-SAFE ANTI-FIRE CHEMICAL LIQUID O

11697040

11-Jul-23

02-Dec-2037

200-009USANS0

Granted

17/497,945

10-Oct-2021

11654313

02-Dec-2037

17/497,952

10-Oct-2021

METHOD OF MANAGING THE PROACTIVE SPRAYING OF ENVIRONMENTALLY-CLEAN ANTI-FIRE CHEMICAL LIQUID ON GPS-SPECIFIED PROPERTY SURFACES SO AS TO INHIBIT FIRE IGNITION AND FLAME SPREAD IN THE PRESENCE OF WILD FIRE

11654314

23-May-2023

02-Dec-2037

200-009USANT0

Granted

17/497,946

10-Oct-2021

11697039

02-Dec-2037

17/497,953

10-Oct-2021

METHOD OF PROACTIVELY DEFENDING COMBUSTIBLE PROPERTY AGAINST FIRE IGNITION AND FLAME SPREAD IN THE PRESENCE OF WILD FIRE

11697041

11-Jul-2023

02-Dec-2037

200-009USANU0

Granted

17/497,962

10-Oct-2021

11707639

02-Dec-2037

17/497,955

10-Oct-2021

METHOD OF PROACTIVELY FORMING AND MAINTAINING GPS-TRACKED AND MAPPED ENVIRONMENTALLY-CLEAN CHEMICAL FIREBREAKS AND FIRE PROTECTION ZONES THAT INHIBIT FIRE IGNITION AND FLAME SPREAD IN THE PRESENCE OF WILD FIRE

11794044

24-Oct-2023

02-Dec-2037

200-009USANV0

Granted

17/497,948

10-Oct-2021

11730987

02-Dec-2037

18/482,901

2-Oct-2023

SYSTEM FOR PROACTIVELY FORMING AND MAINTAINING GPS-TRACKED AND MAPPED ENVIRONMENTALLY-CLEAN CHEMICAL FIRE PROTECTION ZONES OVER THE PROPERTY SURFACES OF A NEIGHBORHOOD OF HOMES SO AS TO INHIBIT FIRE IGNITION AND FLAME SPREAD IN THE PRESENCE OF WILD FIRE

200-009USANW0

Granted

17/497,949

10-Oct-2021

11697040

02-Dec-2037

18/492642

23-Oct-2023

SYSTEM FOR PROACTIVELY FORMING AND MAINTAINING ENVIRONMENTALLY-CLEANCHEMICAL FIRE PROTECTION ZONES OVER THE PROPERTY SURFACES OF A NEIGHBORHOOD OF HOMES

18/492649

23-Oct-2023

NEIGHBORHOOD OF HOMES PROVIDED WITH A SYSTEM INSTALLED FOR PROACTIVELY FORMING AND MAINTAINING ENVIRONMENTALLY-CLEAN CHEMICAL FIRE PROTECTION ZONES OVER THE PROPERTY AND GROUND SURFACES OF THE NEIGHBORHOOD

Table of Contents

15/866454

9-Jan-2018

JUST-IN-TIME FACTORY METHODS, SYSTEM AND NETWORK FOR PREFABRICATING CLASS-A FIRE-PROTECTED WOOD-FRAMED BUILDINGS AND COMPONENTS USED TO CONSTRUCT THE SAME

10332222

25-Jun-2019

02-Dec-2037

200-009USANX0

Granted

17/497,952

10-Oct-2021

11654314

02-Dec-2037

15/874874

18-Jan-2018

MASS TIMBER BUILDING FACTORY SYSTEM FOR PRODUCING PREFABRICATED CLASS-A FIRE-PROTECTED MASS TIMBER BUILDING COMPONENTS FOR USE IN CONSTRUCTING PREFABRICATED CLASS-A FIRE-PROTECTED MASS TIMBER BUILDINGS (As Amended)

10430757

01-Oct-2019

02-Dec-2037

200-009USANY0

Granted

17/497,953

10-Oct-2021

METHOD OF PROACTIVELY DEFENDING COMBUSTIBLE PROPERTY AGAINST FIRE IGNITION AND FLAME SPREAD IN THE PRESENCE OF WILD FIRE

11697041

02-Dec-2037

15/921617

14-Mar-2018

SUPPLY CHAIN MANAGEMENT SYSTEM FOR SUPPLYING CLEAN FIRE INHIBITING CHEMICAL (CFIC) TOTES TO A NETWORK OF WOOD-TREATING LUMBER AND PREFABRICATION PANEL FACTORIES AND WOOD-FRAMED BUILDING CONSTRUCTION JOB SITES

10290004

14-May-2019

02-Dec-2037

200-009USANZ0

Granted

17/497,955

10-Oct-2021

11794044

02-Dec-2037

15/911172

5-Mar-2018

METHOD OF AND APPARATUS FOR APPLYING FIRE AND SMOKE INHIBITING COMPOSITIONS ON GROUND SURFACES BEFORE THE INCIDENCE OF WILD-FIRES, AND ALSO THEREAFTER, UPON SMOLDERING AMBERS AND ASHES TO REDUCE SMOKE AND SUPPRESS FIRE RE-IGNITION

10695597

30-Jun-2020

02-Dec-2037

200-009USAN10

Pending

18/482,901

8-Oct-2023

16/914067

26-Jun-2020

METHOD OF AND SYSTEM NETWORK FOR MANAGING THE APPLICATION OF FIRE AND SMOKE INHIBITING COMPOSITIONS ON GROUND SURFACES BEFORE THE INCIDENCE OF WILD-FIRES, AND ALSO THEREAFTER, UPON SMOLDERING AMBERS AND ASHES TO REDUCE SMOKE AND SUPPRESS FIRE RE-IGNITION

11395931

26-Jun-2022

02-Dec-2037

200-009USAN20

Pending

18/492642

23-Oct-2023

SYSTEM FOR PROACTIVELY FORMING AND MAINTAINING ENVIRONMENTALLY-CLEANCHEMICAL FIRE PROTECTION ZONES OVER THE PROPERTY SURFACES OF A NEIGHBORHOOD OF HOMES

17/869777

20-Jul-2022

PROCESS OF FORMING STRATEGIC CHEMICAL-TYPE WILDFIRE BREAKS ON GROUND SURFACES TO PROACTIVELY PREVENT FIRE IGNITION AND FLAME SPREAD, AND REDUCE THE PRODUCTION OF SMOKE IN THE PRESENCE OF A WILD FIRE

11826592

28-Nov-2023

09-Jan-2038

200-009USAN30

Pending

18/492649

23-Oct-2023

18/487,044

14-Oct-2023

GROUND-BASED VEHICLE FOR MAKING AND APPLYING A FIRE AND SMOKE INHIBITING SLURRY COMPOSITION ON GROUND SURFACES BEFORE THE ARRIVAL OF WILDFIRE

200-010USA000

Granted

15/866454

9-Jan-2018

JUST-IN-TIME FACTORY METHODS, SYSTEM AND NETWORK FOR PREFABRICATING CLASS-A FIRE-PROTECTED WOOD-FRAMED BUILDINGS AND COMPONENTS USED TO CONSTRUCT THE SAME

10332222

02-Dec-2037

16/029861

9-Jul-2018

SYSTEM, NETWORK AND METHODS FOR ESTIMATING AND RECORDING QUANTITIES OF CARBON SECURELY STORED IN CLASS-A FIRE-PROTECTED WOOD-FRAMED AND MASS-TIMBER BUILDINGS ON CONSTRUCTION JOB-SITES, AND CLASS-A FIRE-PROTECTED WOOD-FRAMED AND MASS TIMBER COMPONENTS ...

11836807

05-Dec-2023

01-Aug-2040

Table of Contents

18/496878

29-Oct-2023

METHOD OF AND APPARATUS FOR PROTECTING AND TRACKING CARBON MASS STORED IN WOOD MATERIALS CONTAINED IN PREFABRICATED WOOD-BUILDING ASSEMBLIES, FROM THE DESTRUCTIVE ENERGY OF FIRE AND RELEASING BACK INTO THE ATMOSPHERE IN THE FORM OF CARBON DIOXIDE AND/OR O

200-012USA000

Granted

15/874874

18-Jan-2018

10430757

02-Dec-2037

16/104130

16-Aug-2018

METHODS OF AND SYSTEM NETWORKS FOR WIRELESS MANAGEMENT OF GPS-TRACKED SPRAYING SYSTEMS DEPLOYED TO SPRAY PROPERTY AND GROUND SURFACES WITH ENVIRONMENTALLY-CLEAN WILDFIRE INHIBITOR TO PROTECT AND DEFEND AGAINST WILDFIRES

10814150

27-Oct-2020

02-Dec-2037

200-013USA000

Granted

15/921617

14-Mar-2018

10290004

02-Dec-2037

PCT/US22/15004

2-Feb-2022

ENVIRONMENTALLY-CLEAN WATER-BASED FIRE INHIBITING AND EXTINGUISHING COMPOSITIONS, AND METHODS OF AND APPARATUS FOR APPLYING THE SAME

200-017USA000

Granted

15/911172

5-Mar-2018

10695597

02-Dec-2037

2022216259

2-Feb-2022

ENVIRONMENTALLY-CLEAN WATER-BASED FIRE INHIBITING AND EXTINGUISHING COMPOSITIONS, AND METHODS OF AND APPARATUS FOR APPLYING THE SAME

200-017USANA0

Granted

16/914067

26-Jun-2020

11395931

02-Dec-2037

3,206,581

2-Feb-2022

ENVIRONMENTALLY-CLEAN WATER-BASED FIRE INHIBITING AND EXTINGUISHING COMPOSITIONS, AND METHODS OF AND APPARATUS FOR APPLYING THE SAME

200-017USANB0

Granted

17/869777

20-Jul-2022

PROCESS OF FORMING STRATEGIC CHEMICAL-TYPE WILDFIRE BREAKS ON GROUND SURFACES TO PROACTIVELY PREVENT FIRE IGNITION AND FLAME SPREAD, AND REDUCE THE PRODUCTION OF SMOKE IN THE PRESENCE OF A WILD FIRE

11826592

02-Dec-2037

NC2023/0011581

2-Feb-2022

ENVIRONMENTALLY-CLEAN WATER-BASED FIRE INHIBITING AND EXTINGUISHING COMPOSITIONS, AND METHODS OF AND APPARATUS FOR APPLYING THE SAME

200-017USANC0

Granted

18/487,044

14-Oct-2023

GROUND-BASED VEHICLE FOR MAKING AND APPLYING A FIRE AND SMOKE INHIBITING SLURRY COMPOSITION ON GROUND SURFACES BEFORE THE ARRIVAL OF WILDFIRE

12,251,587

02-Dec-2037

2023-000428

2-Feb-2022

ENVIRONMENTALLY-CLEAN WATER-BASED FIRE INHIBITING AND EXTINGUISHING COMPOSITIONS, AND METHODS OF AND APPARATUS FOR APPLYING THE SAME

200-017USAND0

Pending

19/081,147

17-Mar-2025

GROUND-BASED VEHICLE FOR MAKING AND HYDRAULICALLY SPRAYING A FIREAND SMOKEINHIBITING SLURRY COMPOSITION OVER A BURNING FIRE ON A COMBUSTIBLE SURFACE INORDER TO SUPPRESS THE BURNING FIRE

22750358.8

2-Feb-2022

ENVIRONMENTALLY-CLEAN WATER-BASED FIRE INHIBITING AND EXTINGUISHING COMPOSITIONS, AND METHODS OF AND APPARATUS FOR APPLYING THE SAME

20232705890

2-Feb-2022

ENVIRONMENTALLY-CLEAN WATER-BASED FIRE INHIBITING AND EXTINGUISHING COMPOSITIONS, AND METHODS OF AND APPARATUS FOR APPLYING THE SAME

62024090949

2-Feb-2022

ENVIRONMENTALLY-CLEAN WATER-BASED FIRE INHIBITING AND EXTINGUISHING COMPOSITIONS, AND METHODS OF AND APPARATUS FOR APPLYING THE SAME

Extension of EPC Application

MX/a/2023//009071

2-Feb-2022

ENVIRONMENTALLY-CLEAN WATER-BASED FIRE INHIBITING AND EXTINGUISHING COMPOSITIONS, AND METHODS OF AND APPARATUS FOR APPLYING THE SAME

17167084

4-Feb-2021

ENVIRONMENTALLY-CLEAN WATER-BASED FIRE INHIBITING BIOCHEMICAL COMPOSITIONS, AND METHODS OF AND APPARATUS FOR APPLYING THE SAME TO PROTECT PROPERTY AGAINST WILDFIRE

11865390

09-Jan-2024

29-Jan-2038

Table of Contents

18/496862

28-Oct-2023

ENVIRONMENTALLY-CLEAN FIRE INHIBITING BIOCHEMICAL LIQUID COMPOSITIONS FOR FORMING THIN ALKALI METAL SALT CRYSTALLINE COATINGS ON COMBUSTIBLE SURFACES TO BE PROTECTED AGAINST FIRE

200-025USA000

Granted

16/029861

9-Jul-2018

11836807

01-Aug-2040

18/496864

28-Oct-2023

ENVIRONMENTALLY-CLEAN FIRE INHIBITING BIOCHEMICAL COMPOSITIONS FOR FORMING THIN POTASSIUM SALT CRYSTALLINE COATINGS ON COMBUSTIBLE SURFACES TO BE PROTECTED AGAINST FIRE

200-025USANA0

Pending

18/496878

29-Oct-2023

18/492865

28-Oct-2023

CLASS-A FIRE-PROTECTED WOOD BUILDING PRODUCTS PROVIDED WITH CLASS-A FIRE PROTECTION, AND SURFACE TREATMENT PROCESS FOR PRODUCING THE SAME

200-030USA000

Granted

16/104130

16-Aug-2018

10814150

02-Dec-2037

18/492866

28-Oct-2023

SYSTEM FOR PROACTIVELY PROTECTING COMBUSTIBLE PROPERTY SURFACES AGAINST FIRE IGNITION AND FLAME SPREAD BY FORMING ENVIRONMENTALLY-CLEAN THIN POTASSIUM SALT CRYSTALLINE COATINGS ON THE COMBUSTIBLE PROPERTY SURFACES

200-053PCT000

Published/Expired

PCT/US22/15004

2-Feb-2022

ENVIRONMENTALLY-CLEAN WATER-BASED FIRE INHIBITING AND EXTINGUISHING COMPOSITIONS, AND METHODS OF AND APPARATUS FOR APPLYING THE SAME

Completed

PCT/US22/15005

2-Feb-2022

ENVIRONMENTALLY-CLEAN FIRE INHIBITING AND EXTINGUISHING COMPOSITIONS AND PRODUCTS FOR SORBING FLAMMABLE LIQUIDS WHILE INHIBITING IGNITION AND EXTINGUISHING FIRE

Completed

200-053AUSTRL000

Pending

2022216259

2-Feb-2022

ENVIRONMENTALLY-CLEAN WATER-BASED FIRE INHIBITING AND EXTINGUISHING COMPOSITIONS, AND METHODS OF AND APPARATUS FOR APPLYING THE SAME

2022218154

2-Feb-2022

ENVIRONMENTALLY-CLEAN FIRE INHIBITING AND EXTINGUISHING COMPOSITIONS AND PRODUCTS FOR SORBING FLAMMABLE LIQUIDS WHILE INHIBITING IGNITION AND EXTINGUISHING FIRE

200-053CAN000

Pending

3,206,581

2-Feb-2022

ENVIRONMENTALLY-CLEAN WATER-BASED FIRE INHIBITING AND EXTINGUISHING COMPOSITIONS, AND METHODS OF AND APPARATUS FOR APPLYING THE SAME

3,206,932

2-Feb-2022

ENVIRONMENTALLY-CLEAN FIRE INHIBITING AND EXTINGUISHING COMPOSITIONS AND PRODUCTS FOR SORBING FLAMMABLE LIQUIDS WHILE INHIBITING IGNITION AND EXTINGUISHING FIRE

22750359.6

2-Feb-2022

ENVIRONMENTALLY-CLEAN FIRE INHIBITING AND EXTINGUISHING COMPOSITIONS AND PRODUCTS FOR SORBING FLAMMABLE LIQUIDS WHILE INHIBITING IGNITION AND EXTINGUISHING FIRE

2.02327E+11

2-Feb-2022

ENVIRONMENTALLY-CLEAN FIRE INHIBITING AND EXTINGUISHING COMPOSITIONS AND PRODUCTS FOR SORBING FLAMMABLE LIQUIDS WHILE INHIBITING IGNITION AND EXTINGUISHING FIRE

17/591592

2-Feb-2022

ENVIRONMENTALLY-CLEAN FIRE INHIBITING AND EXTINGUISHING COMPOSITIONS AND PRODUCTS FOR SORBING FLAMMABLE LIQUIDS WHILE INHIBITING IGNITION AND EXTINGUISHING FIRE

11911643

27-Feb-2024

04-Feb-2041

Table of Contents

18/423,274

25-Jan-2024

ENVIRONMENTALLY-CLEAN FIRE INHIBITING AND EXTINGUISHING COMPOSITIONS AND PRODUCTS FOR SORBING FLAMMABLE LIQUIDS WHILE INHIBITING IGNITION AND EXTINGUISHING FIRE

200-053COLMBIA000

COL

Pending

NC2023/0011581

2-Feb-2022

ENVIRONMENTALLY-CLEAN WATER-BASED FIRE INHIBITING AND EXTINGUISHING COMPOSITIONS, AND METHODS OF AND APPARATUS FOR APPLYING THE SAME

18/423,279

25-Jan-2024

LIQUID HYDROCARBON SORBING ARTICLE OF MANUFACTURE FOR INHIBITING FIRE IGNITION INVOLVING FLAMMABLE LIQUID HYDROCARBONS, WHILE ABSORBING THE FLAMMABLE LIQUID HYDROCARBONS WHEN SPILLED ON A BODY OF WATER AND/OR LAND

200-053COSTA000

Pending

2023-000428

2-Feb-2022

ENVIRONMENTALLY-CLEAN WATER-BASED FIRE INHIBITING AND EXTINGUISHING COMPOSITIONS, AND METHODS OF AND APPARATUS FOR APPLYING THE SAME

17/233461

17-Apr-2021

ENVIRONMENTALLY-CLEAN BIODEGRADABLE WATER-BASED CONCENTRATES FOR PRODUCING FIRE INHIBITING AND FIRE EXTINGUISHING LIQUIDS AND FOAMS FOR FIGHTING CLASS A AND CLASS B FIRES

11865394

09-Jan-2024

02-Jan-2038

200-053EPC000

EPC

Pending

22750358.8

2-Feb-2022

ENVIRONMENTALLY-CLEAN WATER-BASED FIRE INHIBITING AND EXTINGUISHING COMPOSITIONS, AND METHODS OF AND APPARATUS FOR APPLYING THE SAME

18/496896

29-Oct-2023

ENVIRONMENTALLY-CLEAN AQUEOUS-BASED FIRE EXTINGUISHING BIOCHEMICAL LIQUID CONCENTRATES FOR MIXING WITH PROPORTIONED QUANTITIES OF WATER TO PRODUCE FIRE EXTINGUISHING WATER STREAMS

200-053INDIA000

Pending

20232705890

2-Feb-2022

ENVIRONMENTALLY-CLEAN WATER-BASED FIRE INHIBITING AND EXTINGUISHING COMPOSITIONS, AND METHODS OF AND APPARATUS FOR APPLYING THE SAME

18/669,077

20-May-2024

ENVIRONMENTALLY-CLEAN WATER-BASED FIRE INHIBITING BIOCHEMICAL COMPOSITIONS AND METHODS OF AND APPARATUS FOR APPLYING THE SAME TO PROTECT PROPERTY AGAINST WILDFIRE

200-053HONKON000

Pending

62024090949

2-Feb-2022

ENVIRONMENTALLY-CLEAN WATER-BASED FIRE INHIBITING AND EXTINGUISHING COMPOSITIONS, AND METHODS OF AND APPARATUS FOR APPLYING THE SAME

Extension of EPC Application

18/751,284

23-Jun-2024

ENVIRONMENTALLY-CLEAN WATER-BASED FIRE INHIBITING BIOCHEMICAL COMPOSITIONS FORMULATED USING ALKALI METAL SALTS OF FORMIC ACID FOR PROTECTING PROPERTY AGAINST WILDFIRE

200-053MEX000

Pending

MX/a/2023//009071

2-Feb-2022

ENVIRONMENTALLY-CLEAN WATER-BASED FIRE INHIBITING AND EXTINGUISHING COMPOSITIONS, AND METHODS OF AND APPARATUS FOR APPLYING THE SAME

18/751,287

23-Jun-2024

ENVIRONMENTALLY-CLEAN WATER-BASED FIRE INHIBITING BIOCHEMICAL COMPOSITIONS FORMULATED USING ALKALI METAL SALTS OF CARBONIC ACID FOR PROTECTING PROPERTY AGAINST WILDFIRE

18/751,289

23-Jun-2024

ENVIRONMENTALLY-CLEAN WATER-BASED FIRE INHIBITING BIOCHEMICAL COMPOSITIONS FORMULATED USING ALKALI METAL SALTS OF ACETIC ACID FOR PROTECTING PROPERTY AGAINST WILDFIRE

18/751,291

23-Jun-2024

ENVIRONMENTALLY-CLEAN WATER-BASED FIRE INHIBITING BIOCHEMICAL COMPOSITIONS FORMULATED USING ALKALI METAL SALTS OF GLYCOLIC ACID FOR PROTECTING PROPERTY AGAINST WILDFIRE

Table of Contents

18/751,293

23-Jun-2024

ENVIRONMENTALLY-CLEAN WATER-BASED FIRE INHIBITING BIOCHEMICAL COMPOSITIONS FORMULATED USING ALKALI METAL SALTS OF GLYOXYLIC ACID FOR PROTECTING PROPERTY AGAINST WILDFIRE

200-053USA000

Granted

17167084

4-Feb-2021

ENVIRONMENTALLY-CLEAN WATER-BASED FIRE INHIBITING BIOCHEMICAL COMPOSITIONS, AND METHODS OF AND APPARATUS FOR APPLYING THE SAME TO PROTECT PROPERTY AGAINST WILDFIRE

11865390

29-Jan-2038

18/751,294

23-Jun-2024

ENVIRONMENTALLY-CLEAN WATER-BASED FIRE INHIBITING BIOCHEMICAL COMPOSITIONS FORMULATED USING ALKALI METAL SALTS OF OXALIC ACID FOR PROTECTING PROPERTY AGAINST WILDFIRE

200-053USANA0

Pending

18/496862

28-Oct-2023

ENVIRONMENTALLY-CLEAN FIRE INHIBITING BIOCHEMICAL LIQUID COMPOSITIONS FOR FORMING THIN ALKALI METAL SALT CRYSTALLINE COATINGS ON COMBUSTIBLE SURFACES TO BE PROTECTED AGAINST FIRE

18/751,295

23-Jun-2024

ENVIRONMENTALLY-CLEAN WATER-BASED FIRE INHIBITING BIOCHEMICAL COMPOSITIONS FORMULATED USING ALKALI METAL SALTS OF PROPIONIC ACID FOR PROTECTING PROPERTY AGAINST WILDFIRE

200-053USANB0

Pending

18/496864

28-Oct-2023

ENVIRONMENTALLY-CLEAN FIRE INHIBITING BIOCHEMICAL COMPOSITIONS FOR FORMING THIN POTASSIUM SALT CRYSTALLINE COATINGS ON COMBUSTIBLE SURFACES TO BE PROTECTED AGAINST FIRE

18/751,296

23-Jun-2024

ENVIRONMENTALLY-CLEAN WATER-BASED FIRE INHIBITING BIOCHEMICAL COMPOSITIONS FORMULATED USING ALKALI METAL SALTS OF LACTIC ACID FOR PROTECTING PROPERTY AGAINST WILDFIRE

200-053USANC0

Pending

18/492865

28-Oct-2023

CLASS-A FIRE-PROTECTED WOOD BUILDING PRODUCTS PROVIDED WITH CLASS-A FIRE PROTECTION, AND SURFACE TREATMENT PROCESS FOR PRODUCING THE SAME

18/751,297

23-Jun-2024

ENVIRONMENTALLY-CLEAN WATER-BASED FIRE INHIBITING BIOCHEMICAL COMPOSITIONS FORMULATED USING ALKALI METAL SALTS OF GLYCERIC ACID FOR PROTECTING PROPERTY AGAINST WILDFIRE

200-053USAND0

Pending

18/492866

28-Oct-2023

18/751,298

23-Jun-2024

ENVIRONMENTALLY-CLEAN WATER-BASED FIRE INHIBITING BIOCHEMICAL COMPOSITIONS FORMULATED USING ALKALI METAL SALTS OF PYRUVIC ACID FOR PROTECTING PROPERTY AGAINST WILDFIRE

200-054PCT000

Pending

PCT/US22/15005

2-Feb-2022

ENVIRONMENTALLY-CLEAN FIRE INHIBITING AND EXTINGUISHING COMPOSITIONS AND PRODUCTS FOR SORBING FLAMMABLE LIQUIDS WHILE INHIBITING IGNITION AND EXTINGUISHING FIRE

Completed

18/751,300

23-Jun-2024

ENVIRONMENTALLY-CLEAN WATER-BASED FIRE INHIBITING BIOCHEMICAL COMPOSITIONS FORMULATED USING ALKALI METAL SALTS OF TARTARIC ACID FOR PROTECTING PROPERTY AGAINST WILDFIRE

18/751,301

23-Jun-2024

ENVIRONMENTALLY-CLEAN WATER-BASED FIRE INHIBITING BIOCHEMICAL COMPOSITIONS FORMULATED USING ALKALI METAL SALTS OF BUTYRIC ACID FOR PROTECTING PROPERTY AGAINST WILDFIRE

18/751,302

23-Jun-2024

ENVIRONMENTALLY-CLEAN WATER-BASED FIRE INHIBITING BIOCHEMICAL COMPOSITIONS FORMULATED USING ALKALI METAL SALTS OF MALIC ACID FOR PROTECTING PROPERTY AGAINST WILDFIRE

18/751,303

23-Jun-2024

ENVIRONMENTALLY-CLEAN WATER-BASED FIRE INHIBITING BIOCHEMICAL COMPOSITIONS FORMULATED USING ALKALI METAL SALTS OF MALONIC ACID FOR PROTECTING PROPERTY AGAINST WILDFIRE

Table of Contents

18/751,305

23-Jun-2024

ENVIRONMENTALLY-CLEAN WATER-BASED FIRE INHIBITING BIOCHEMICAL COMPOSITIONS FORMULATED USING ALKALI METAL SALTS OF PIVALIC ACID FOR PROTECTING PROPERTY AGAINST WILDFIRE

200-054AUSTR000

Pending

2022218154

2-Feb-2022

ENVIRONMENTALLY-CLEAN FIRE INHIBITING AND EXTINGUISHING COMPOSITIONS AND PRODUCTS FOR SORBING FLAMMABLE LIQUIDS WHILE INHIBITING IGNITION AND EXTINGUISHING FIRE

18/751,306

23-Jun-2024

ENVIRONMENTALLY-CLEAN WATER-BASED FIRE INHIBITING BIOCHEMICAL COMPOSITIONS FORMULATED USING ALKALI METAL SALTS OF CAPROIC ACID FOR PROTECTING PROPERTY AGAINST WILDFIRE

200-054CAN000

Pending

3,206,932

2-Feb-2022

ENVIRONMENTALLY-CLEAN FIRE INHIBITING AND EXTINGUISHING COMPOSITIONS AND PRODUCTS FOR SORBING FLAMMABLE LIQUIDS WHILE INHIBITING IGNITION AND EXTINGUISHING FIRE

18/751,308

23-Jun-2024

ENVIRONMENTALLY-CLEAN WATER-BASED FIRE INHIBITING BIOCHEMICAL COMPOSITIONS FORMULATED USING ALKALI METAL SALTS OF ADIPIC ACID FOR PROTECTING PROPERTY AGAINST WILDFIRE

200-054EPC000

EPC

Pending

22750359.6

2-Feb-2022

ENVIRONMENTALLY-CLEAN FIRE INHIBITING AND EXTINGUISHING COMPOSITIONS AND PRODUCTS FOR SORBING FLAMMABLE LIQUIDS WHILE INHIBITING IGNITION AND EXTINGUISHING FIRE

18/751,310

23-Jun-2024

ENVIRONMENTALLY-CLEAN WATER-BASED FIRE INHIBITING BIOCHEMICAL COMPOSITIONS FORMULATED USING ALKALI METAL SALTS OF CITRIC ACID FOR PROTECTING PROPERTY AGAINST WILDFIRE

200-054INDIA000

INDIA

Pending

2.02327E+11

2-Feb-2022

ENVIRONMENTALLY-CLEAN FIRE INHIBITING AND EXTINGUISHING COMPOSITIONS AND PRODUCTS FOR SORBING FLAMMABLE LIQUIDS WHILE INHIBITING IGNITION AND EXTINGUISHING FIRE

18/751,213

23-Jun-2024

ENVIRONMENTALLY-CLEAN WATER-BASED FIRE INHIBITING BIOCHEMICAL COMPOSITIONS FORMULATED USING ALKALI METAL SALTS OF GLUCONIC ACID FOR PROTECTING PROPERTY AGAINST WILDFIRE

200-054USAC00

Granted

17/591592

2-Feb-2022

ENVIRONMENTALLY-CLEAN FIRE INHIBITING AND EXTINGUISHING COMPOSITIONS AND PRODUCTS FOR SORBING FLAMMABLE LIQUIDS WHILE INHIBITING IGNITION AND EXTINGUISHING FIRE

11911643

04-Feb-2041

18/751,314

23-Jun-2024

ENVIRONMENTALLY-CLEAN WATER-BASED FIRE INHIBITING BIOCHEMICAL COMPOSITIONS FORMULATED USING ALKALI METAL SALTS OF BENZOIC ACID FOR PROTECTING PROPERTY AGAINST WILDFIRE

200-054USACA0

Pending

18/423,274

25-Jan-2024

ENVIRONMENTALLY-CLEAN FIRE INHIBITING AND EXTINGUISHING COMPOSITIONS AND PRODUCTS FOR SORBING FLAMMABLE LIQUIDS WHILE INHIBITING IGNITION AND EXTINGUISHING FIRE

18/329,979

6-Jun-2023

METHOD OF AND KIT FOR INSTALLING AND OPERATING A WILDFIRE DEFENSE SPRAYING SYSTEM ON A PROPERTY PARCEL FOR PROACTIVELY SPRAYING ENVIRONMENTALLY-CLEAN LIQUID FIRE INHIBITOR THEREOVER TO INHIBIT FIRE IGNITION AND FLAME SPREAD CAUSED BY WIND-DRIVEN WILDFIRE EMBERS

200-054USACB0

Pending

18/423,279

25-Jan-2024

18/432,014

4-Feb-2024

WILDFIRE DEFENSE SPRAYING SYSTEM FOR SPRAYING ENVIRONMENTALLY-CLEAN WATER-BASED LIQUID FIRE INHIBITOR TO PROACTIVELY FORM THIN FIRE-INHIBITING ALKALI METAL SALT CRYSTALLINE COATINGS ON SPRAYED PROPERTY SURFACES PRIOR TO THE PRESENCE OF WILDFIRE

200-055USA000

Granted

17/233461

17-Apr-2021

ENVIRONMENTALLY-CLEAN BIODEGRADABLE WATER-BASED CONCENTRATES FOR PRODUCING FIRE INHIBITING AND FIRE EXTINGUISHING LIQUIDS AND FOAMS FOR FIGHTING CLASS A AND CLASS B FIRES

11865394

02-Jan-2038

18/432,017

4-Feb-2024

WILDFIRE DEFENSE SPRAYING SYSTEM FOR SPRAYING ENVIRONMENTALLY-CLEAN WATER-BASED LIQUID FIRE INHIBITOR TO PROACTIVELY FORM THIN FIRE-INHIBITING POTASSIUM SALT CRYSTALLINE COATINGS ON SPRAYED PROPERTY SURFACES PRIOR TO THE PRESENCE OF WILDFIRE

Table of Contents

18/432,018

4-Feb-2024

REMOTELY-TRIGGERED WILDFIRE DEFENSE SYSTEM FOR AUTOMATICALLY SPRAYING ENVIRONMENTALY-CLEAN WATER-BASED LIQUID FIRE INHIBITOR TO PROACTIVELY FORM THIN FIRE-INHIBITING ALKALI METAL SALT CRYSTALLINE COATINGS ON SPRAYED COMBUSTIBLE SURFACES PRIOR TO WILDFIRE

200-055USANA0

Pending

18/496896

29-Oct-2023

ENVIRONMENTALLY-CLEAN AQUEOUS-BASED FIRE EXTINGUISHING BIOCHEMICAL LIQUID CONCENTRATES FOR MIXING WITH PROPORTIONED QUANTITIES OF WATER TO PRODUCE FIRE EXTINGUISHING WATER STREAMS

18/432,020

4-Feb-2024

WILDFIRE DEFENSE SPRAYING PROCESS FOR AUTOMATICALLY SPRAYING ENVIRONMENTALLY-CLEAN WATER-BASED LIQUID FIRE INHIBITOR OVER COMBUSTIBLE PROPERTY SURFACES TO FORM THIN FIRE-INHIBITING POTASSIUM SALT CRYSTALLINE COATINGS THEREON BEFORE PRESENCE OF WILDFIRE

225-083USA000

Pending

18/669,077

20-May-2024

ENVIRONMENTALLY-CLEAN WATER-BASED FIRE INHIBITING BIOCHEMICAL COMPOSITIONS AND METHODS OF AND APPARATUS FOR APPLYING THE SAME TO PROTECT PROPERTY AGAINST WILDFIRE

18/420,717

1-Jan-2024

METHOD OF AND SYSTEM FOR DEFENDING HOME BUILDING PROJECTS FROM WILDFIRE DURING AND AFTER CONSTRUCTION ON PROPERTY LOCATED WITHIN A WILDFIRE URBAN INTERFACE (WUI) REGION

225-083USANA0

Pending

18/751,284

23-Jun-2024

ENVIRONMENTALLY-CLEAN WATER-BASED FIRE INHIBITING BIOCHEMICAL COMPOSITIONS FORMULATED USING ALKALI METAL SALTS OF FORMIC ACID FOR PROTECTING PROPERTY AGAINST WILDFIRE

18/788,241

30-Jul-2024

WILDFIRE DEFENSE SYSTEM TRAILER FOR PROTECTING A WOOD-BUILDING JOB-SITE FROM WILDFIRE DURING THE CONSTRUCTION PHASE OF A WOOD-BUILDING CONSTRUCTION PROJECT LOCATED WITHIN A WILDFIRE URBAN INTERFACE (WUI) REGION

225-083USANB0

Pending

18/751,287

23-Jun-2024

ENVIRONMENTALLY-CLEAN WATER-BASED FIRE INHIBITING BIOCHEMICAL COMPOSITIONS FORMULATED USING ALKALI METAL SALTS OF CARBONIC ACID FOR PROTECTING PROPERTY AGAINST WILDFIRE

18/788,249

30-Jul-2024

MOBILE WILDFIRE DEFENSE SYSTEM TRAILER FOR DEPLOYMENT AND USE ON A WOOD-BUILDING JOB-SITE FROM WILDFIRE DURING THE CONSTRUCTION PHASE OF A WOOD-BUILDING CONSTRUCTION PROJECT LOCATED WITHIN A WILDFIRE URBAN INTERFACE (WUI)REGION

225-083USANC0

Pending

18/751,289

23-Jun-2024

ENVIRONMENTALLY-CLEAN WATER-BASED FIRE INHIBITING BIOCHEMICAL COMPOSITIONS FORMULATED USING ALKALI METAL SALTS OF ACETIC ACID FOR PROTECTING PROPERTY AGAINST WILDFIRE

18/788,268

30-Jul-2024

TRAILER-BASED WILDFIRE DEFENSE SPRAYING SYSTEM FOR AUTOMATICALLY SPRAYING A WOOD-BUILDING CONSTRUCTION JOB-SITE WITH ENVIRONMENTALLY-CLEAN LIQUID FIRE INHIBITOR BEFORE ARRIVAL OF WILDFIRE REMOTELY-DETECTED IN A WILDFIRE URBAN INTERFACE (WUI) REGION

225-083USAND0

Pending

18/751,291

23-Jun-2024

ENVIRONMENTALLY-CLEAN WATER-BASED FIRE INHIBITING BIOCHEMICAL COMPOSITIONS FORMULATED USING ALKALI METAL SALTS OF GLYCOLIC ACID FOR PROTECTING PROPERTY AGAINST WILDFIRE

18/788,278

30-Jul-2024

WIRELESS SYSTEM NETWORK FOR MANAGING A FLEET OF WILDFIRE DEFENSE SYSTEMTRAILERS DEPLOYED ON A WOOD-BUILDING CONSTRUCTION JOB-SITES LOCATED IN A WILDFIRE URBAN INTERFACE (WUI) REGION TO REDUCE THE RISK OF CONSTRUCTION PROJECT DAMAGE, DESTRUCTION AND LOSS DUE TO WILDFIRE

225-083USANE0

Pending

18/751,293

23-Jun-2024

ENVIRONMENTALLY-CLEAN WATER-BASED FIRE INHIBITING BIOCHEMICAL COMPOSITIONS FORMULATED USING ALKALI METAL SALTS OF GLYOXYLIC ACID FOR PROTECTING PROPERTY AGAINST WILDFIRE

18/788,292

30-Jul-2024

METHOD OF INSTALLING AND COMMISSIONING THE OPERATION OF AN AUTOMATED HOMESPRINKLER-BASED WILDFIRE DEFENSE SYSTEM DURING THE POST-CONSTRUCTION PHASE OF A COMPLETED HOME BUILDING PROJECT

225-083USANF0

Pending

18/751,294

23-Jun-2024

ENVIRONMENTALLY-CLEAN WATER-BASED FIRE INHIBITING BIOCHEMICAL COMPOSITIONS FORMULATED USING ALKALI METAL SALTS OF OXALIC ACID FOR PROTECTING PROPERTY AGAINST WILDFIRE

Table of Contents

Need for government approval of principal products or services.

225-083USANG0

Pending

18/751,295

23-Jun-2024

ENVIRONMENTALLY-CLEAN WATER-BASED FIRE INHIBITING BIOCHEMICAL COMPOSITIONS FORMULATED USING ALKALI METAL SALTS OF PROPIONIC ACID FOR PROTECTING PROPERTY AGAINST WILDFIRE

225-083USANH0

Pending

18/751,296

23-Jun-2024

ENVIRONMENTALLY-CLEAN WATER-BASED FIRE INHIBITING BIOCHEMICAL COMPOSITIONS FORMULATED USING ALKALI METAL SALTS OF LACTIC ACID FOR PROTECTING PROPERTY AGAINST WILDFIRE

225-083USANI0

Pending

18/751,297

23-Jun-2024

ENVIRONMENTALLY-CLEAN WATER-BASED FIRE INHIBITING BIOCHEMICAL COMPOSITIONS FORMULATED USING ALKALI METAL SALTS OF GLYCERIC ACID FOR PROTECTING PROPERTY AGAINST WILDFIRE

225-083USANJ0

Pending

18/751,298

23-Jun-2024

ENVIRONMENTALLY-CLEAN WATER-BASED FIRE INHIBITING BIOCHEMICAL COMPOSITIONS FORMULATED USING ALKALI METAL SALTS OF PYRUVIC ACID FOR PROTECTING PROPERTY AGAINST WILDFIRE

225-083USANK0

Pending

18/751,300

23-Jun-2024

ENVIRONMENTALLY-CLEAN WATER-BASED FIRE INHIBITING BIOCHEMICAL COMPOSITIONS FORMULATED USING ALKALI METAL SALTS OF TARTARIC ACID FOR PROTECTING PROPERTY AGAINST WILDFIRE

225-083USANL0

Pending

18/751,301

23-Jun-2024

ENVIRONMENTALLY-CLEAN WATER-BASED FIRE INHIBITING BIOCHEMICAL COMPOSITIONS FORMULATED USING ALKALI METAL SALTS OF BUTYRIC ACID FOR PROTECTING PROPERTY AGAINST WILDFIRE

225-083USANM0

Pending

18/751,302

23-Jun-2024

ENVIRONMENTALLY-CLEAN WATER-BASED FIRE INHIBITING BIOCHEMICAL COMPOSITIONS FORMULATED USING ALKALI METAL SALTS OF MALIC ACID FOR PROTECTING PROPERTY AGAINST WILDFIRE

225-083USANN0

Pending

18/751,303

23-Jun-2024

ENVIRONMENTALLY-CLEAN WATER-BASED FIRE INHIBITING BIOCHEMICAL COMPOSITIONS FORMULATED USING ALKALI METAL SALTS OF MALONIC ACID FOR PROTECTING PROPERTY AGAINST WILDFIRE

~~Use~~49 ofTable ~~MFB’s product on government land may require governmental permits and certifications from the USDA and EPA. MFB is in the process~~ of determining the scope of any permit and certification requirements. Once completed, MFB will obtain required permits and certificates. In many cases, entities such as fire departments can request a waiver from []. We have already sold to customers under the waiver process.Contents

225-083USANO0

Pending

18/751,305

23-Jun-2024

ENVIRONMENTALLY-CLEAN WATER-BASED FIRE INHIBITING BIOCHEMICAL COMPOSITIONS FORMULATED USING ALKALI METAL SALTS OF PIVALIC ACID FOR PROTECTING PROPERTY AGAINST WILDFIRE

225-083USANP0

Pending

18/751,306

23-Jun-2024

ENVIRONMENTALLY-CLEAN WATER-BASED FIRE INHIBITING BIOCHEMICAL COMPOSITIONS FORMULATED USING ALKALI METAL SALTS OF CAPROIC ACID FOR PROTECTING PROPERTY AGAINST WILDFIRE

225-083USANQ0

Pending

18/751,308

23-Jun-2024

ENVIRONMENTALLY-CLEAN WATER-BASED FIRE INHIBITING BIOCHEMICAL COMPOSITIONS FORMULATED USING ALKALI METAL SALTS OF ADIPIC ACID FOR PROTECTING PROPERTY AGAINST WILDFIRE

225-083USANR0

Pending

18/751,310

23-Jun-2024

ENVIRONMENTALLY-CLEAN WATER-BASED FIRE INHIBITING BIOCHEMICAL COMPOSITIONS FORMULATED USING ALKALI METAL SALTS OF CITRIC ACID FOR PROTECTING PROPERTY AGAINST WILDFIRE

225-083USANS0

Pending

18/751,213

23-Jun-2024

ENVIRONMENTALLY-CLEAN WATER-BASED FIRE INHIBITING BIOCHEMICAL COMPOSITIONS FORMULATED USING ALKALI METAL SALTS OF GLUCONIC ACID FOR PROTECTING PROPERTY AGAINST WILDFIRE

225-083USANT0

Pending

18/751,314

23-Jun-2024

ENVIRONMENTALLY-CLEAN WATER-BASED FIRE INHIBITING BIOCHEMICAL COMPOSITIONS FORMULATED USING ALKALI METAL SALTS OF BENZOIC ACID FOR PROTECTING PROPERTY AGAINST WILDFIRE

225-083PCT000

Pending

PCT/US25/30054

19-May-2025

ENVIRONMENTALLY-CLEAN WATER-BASED FIRE INHIBITING BIOCHEMICAL SOLUTIONS ANDMETHODS OF AND APPARATUS FOR APPLYING THE SAME TO PROTECT PROPERTYAGAINST WILDFIRE

225-083USAC00

Pending

19/212,477

19-May-25

ENVIRONMENTALLY-CLEAN WATER-BASED FIRE INHIBITING BIOCHEMICAL SOLUTIONS ANDMETHODS OF AND APPARATUS FOR APPLYING THE SAME TO PROTECT PROPERTYAGAINST WILDFIRE

225-090USA000

Pending

18/329,979

6-Jun-2023

Table of Contents

225-090USANA0

Granted

18/432,014

4-Feb-2024

12,226,661

18-Feb-25

225-090USANB0

Granted

18/432,017

4-Feb-2024

12,214,233

4-Feb-25

225-090USANC0

Granted

18/432,018

4-Feb-2024

12,168,152

17-Dec-24

225-090USAND0

Granted

18/432,020

4-Feb-2024

12,208,296

28-Jan-25

225-092USA000

Pending

18/420,717

1-Jan-2024

METHOD OF AND SYSTEM FOR DEFENDING HOME BUILDING PROJECTS FROM WILDFIRE DURING AND AFTER CONSTRUCTION ON PROPERTY LOCATED WITHIN A WILDFIRE URBAN INTERFACE (WUI) REGION

225-092USANA0

Pending

18/788,241

30-Jul-2024

Table of Contents

225-092USANB0

Pending

18/788,249

30-Jul-2024

225-092USANC0

Pending

18/788,268

30-Jul-2024

225-092USAND0

Pending

18/788,278

30-Jul-2024

WIRELESS SYSTEM NETWORK FOR MANAGING A FLEET OF WILDFIRE DEFENSE SYSTEM TRAILERS DEPLOYED ON A WOOD-BUILDING CONSTRUCTION JOB-SITES LOCATED IN A WILDFIRE URBAN INTERFACE (WUI) REGION TO REDUCE THE RISK OF CONSTRUCTION PROJECT DAMAGE, DESTRUCTION AND LOSS DUE TO WILDFIRE

225-092USANE0

Pending

18/788,292

30-Jul-2024

METHOD OF INSTALLING AND COMMISSIONING THE OPERATION OF AN AUTOMATED HOME SPRINKLER-BASED WILDFIRE DEFENSE SYSTEM DURING THE POST-CONSTRUCTION PHASE OF A COMPLETED HOME BUILDING PROJECT

225-092PCT000

Pending

PCT/US25/12489

22-Jan-2025

METHOD OF AND SYSTEM FOR DEFENDING BUILDING PROJECTS FROM WILDFIRE DURING AND AFTER CONSTRUCTION

225-100USA000

Pending

18/814,508

24-Aug-2024

ENVIRONMENTALLY-SAFE WATER-BASED FIRE RETARDANT BIOCHEMICAL COMPOSITIONS FORMULATED USING ALKALI METAL SALTS, FREE FROM PHOSPHATES, NITRATES, AND AMMONIUM-SALTS, FOR NON-CORROSIVE AERIAL AND GROUND DELIVERY ONTO PROPERTY REQUIRING LONG-TERM PROTECTION AGAINST WILDFIRE

225-101USA000

Pending

18/964,428

30-Nov-2024

ENVIRONMENTALLY-SAFE COMPLETELY-BIODEGRADABLE WATER-BASED FIRE RETARDANT BIOCHEMICAL COMPOSITIONS FORMULATED USING ALKALI METAL SALTS, FREE FROM PHOSPHATES, NITRATES, AND AMMONIUM-SALTS, FOR NON-CORROSIVE AERIAL AND GROUND DELIVERY ONTO PROPERTY

Table of Contents

225-101PCT000

Pending

PCT/US25/30268

20-May-2025

225-101USAC00

Pending

19/213,947

20-May-2025

225-105USA000

Pending

19/082,106

17-Mar-2024

ENVIRONMENTALLY-CLEAN WATER-BASED FIRE INHIBITING BIOCHEMICAL COMPOSITIONS, SOLUTIONS, POWDERS AND METHODS OF AND APPARATUS FOR PRODUCING FIRE PROTECTED WOOD AND ENGINEERED WOOD PRODUCTS

225-105PCT000

Pending

PCT/US25/30057

19-May-2025

ENVIRONMENTALLY-CLEAN FIRE INHIBITING BIOCHEMICAL COMPOSITIONS, SOLUTIONS AND POWDERS, AND METHODS OF AND APPARATUS FOR PRODUCING FIRE PROTECTED WOOD PRODUCTS

225-105PCT000

Pending

19/212,495

19-May-2025

ENVIRONMENTALLY-CLEAN FIRE INHIBITING BIOCHEMICAL COMPOSITIONS, SOLUTIONS AND POWDERS, AND METHODS OF AND APPARATUS FOR PRODUCING FIRE PROTECTED WOOD PRODUCTS

Table of Contents

IP METRICS AS OF 25 JUNE 2025

TOTAL ISSUED US PATENTS GRANTED: 31
TOTAL GRANTED US PATENTS (CHEMICAL): 3
TOTAL GRANTED US PATENTS (DELIVERY): 24
TOTAL GRANTED US PATENTS ({PRODUCTS): 4

TOTAL PENDING US PATENT APPLICATIONS: 56
TOTAL PENDING PATENT APPLICATIONS (CHEMICAL): 47
TOTAL PENDING PATENT APPLICATIONS (DELIVERY): 8
TOTAL PENDING PATENT APPLICATIONS (PRODUCTS): 1

TOTAL US AND INTERNATIONAL TRADEMARK REGISTRATIONS:14
TOTAL PENDING US AND FOREIGN TRADEMARK APPLICATIONS: 12

LIST OF TERMS USED IN PATENT AND TRADEMARK LAW AROUND THE WORLD:

(a) Most countries or geographical/political regions around the world have an intellectual property office (IPO) within its legal governmental framework, that administers its national and international laws relating to (i) patent-protectable subject matter covering useful/utility inventions and/or patent-protectable subject matter covering ornamental/industrial designs, and (ii) trademarks, servicemarks and/or tradename related subject matter.

(b) WIPO and WO are shorthand notation for the World Intellectual Property Office (WIPO) https://www.wipo.int/portal/en/index.html ;

(d) the EPC is shorthand notation for the European Patent Convention (EPC) which is administered by the European Patent Office (EPO) https://www.epo.org/en/legal/epc ;

(e) "Application Status" as used herein reflects the status of a filed patent application or trademark application, as the case may be; for a patent application that has been filed with a patent office, the patent application can have (at any instant in time) the status indicator of: (i) pending, which means it has been filed with the respective patent office and has been assigned a filing date and application number; (ii) granted, when the claims in the patent application have been examined by the patent office, and at one of the claims have been allowed to issue in the granted patent; or (iii) abandoned, when certain conditions in the patent application may not have been timely met in the patent office; for a trademark application that has been filed with a trademark office, the trademark application can have (at any instant in time) the status indicator of: (i) pending, which means the trademark application has been filed with the respective trademark office and has been assigned a filing date and application number; (ii) abandoned, when certain conditions in the trademark application may not have been timely met in the trademark office; (iii) registered when the claims in the trademark application have been published and examined by the trademark office, and at least one of the trademark claims have been allowed to be registered in the trademark office, and are ultimately registered in the trademark office; or (iii) canceled when certain trademark claims in the trademark registration have been re-examined by the trademark office, and canceled from the trademark register maintained by the trademark office;

(f) Most countries around the world support legal systems that offer (i) patent protection over useful inventions (i.e. the utilitarian features of useful inventions) by way of Utility-Type patents, and (ii) patent protection over ornamental inventions (i.e. the ornamental features of industrial and product designs) by way Design-Type patents.

(g) In utility-type patents, legal protection is determined by linguistic-based claims to invention that particularly and specifically define the inventor’s right to exclude others from making, using and selling the utility-type invention, specified by the language recited in the claims. In contrast, with design-type patents, legal protection is determined by the lines used in the drawings of the design patent, which will typically include solid and dotted lines that particularly define the inventor’s right to exclude others from making, using and selling the claimed design-type invention, specified by the lines shown in the drawings.

(h) All patents and patent applications listed herein are utility-type patents, as of June 24, 2025. Also, to help indicate the nature of these utility-type inventions being claimed in such pending patent applications or granted patents, six kinds or classes of subject matter covered by the claims of the utility-type patent (or patent application) are indexed herein, namely: Granted Chemical Composition; Granted Delivery Method; Granted Fire-Protected Product; Pending Chemical Composition; Pending Delivery Method; and Pending Fire-Protected Product; and

(i) The significance of a granted US Patent is that the allowed claims in granted US patent can be the legal basis for a cause of action in a patent infringement suit involving the granted US Patent, whereas the claims in a pending US Patent Application cannot be the legal basis for a cause of action in a patent infringement suit involving the pending US Patent Application; in the USA, patent infringement suits in the USA can only be based on granted US Patents that are maintained.

Table of Contents

Need for government approval of principal product or services

Use of our product on government land is likely to require a listing on the U.S. Forest Service’s Qualified Product List (QPL), but is not required for private lands, county lands, right-of-way, or many state lands. CitroTech is currently the only EPA Safer Choice recognized fire inhibitor in the United States, which will provide benefits to adoption of the product by private industry. We are in the process of determining any additional permit and certification requirements. Once completed, we will obtain the required permits and certificates.

Effect of existing or probable government regulations on the business

~~MFB~~We ~~tracks~~track all proposed regulatory changes and ~~makes~~make commercially reasonable efforts to comply in advance. ~~MFB~~We ~~maintains~~maintain an advisory board of retired high level fire officials that ~~watch~~monitor such changes for the Company. ~~MFB~~We also ~~retains~~retain ~~experienced~~ legal counsel that is experienced in this regard.

Cost and effects of compliance with environmental laws

Expenses for initial permit and certification applications with the ~~USDA and~~ EPA have been paid. ~~MFB~~We ~~expects~~expect the annual costs for ~~USDA and~~ EPA certifications to be not more than $10,000.

~~Marketing~~Product ~~and Distribution~~Installation

~~The~~Residential ~~Company~~product ~~plans~~installation toincludes ~~continue~~installing toa ~~enhance~~CitroSafe ~~its~~wildfire ~~patent~~system ~~portfolio~~and ~~with~~installing ~~additional~~rooftop ~~intellectual~~sprinkler ~~property~~systems. ~~The~~In ~~Company~~the isevent ~~continuing~~of toa ~~develop its patented~~ fire ~~inhibitors and additional accreditations~~, ~~such as~~ the ~~approval~~system ~~of the EPA. The Company~~ is ~~continuing its pursuit of USDA approval. The Company’s product has passed fish and mammal testing~~activated, ~~and~~saturating ~~needs to complete corrosion testing before being added~~ the ~~federal~~residence ~~government’s~~with ~~Qualified Product List. These milestones will make the Company eligible to be part of a $13.6 billion environmental management market. In addition~~CitroTech, ~~the~~which ~~Company~~should ~~has~~then ~~started~~help to ~~generate~~prevent ~~revenues with retailers and large wildfire prevention systems~~combustion.

Competition

AtWe ~~the~~do ~~international,~~not ~~national~~believe ~~and~~that ~~regional levels,~~ there is noa primary wholesale or retail ~~competitors~~competitor for environmentally sustainable flame retardant and flame suppression ~~product~~products ~~for~~in the ~~residential~~commercial ~~home~~and residential construction industry, or for sale to fire departments, because we believe that all other producers use chemicals that are not EPA Safer Choice approved in their flame retardant and flame suppression products. ~~The~~Our ~~nearest~~closest market competitor, is Perimeter Solutions, SA, engages in the fire safety and specialty product industries, which may have some market overlap with the Company. Furthermore, the Company does not believe there are competitors that provide environmentally sustainable flame retardant and flame suppression products for sale to fire departments.

The flame retardant and flame suppression markets in North America are rapidly expanding. Growing population density and the need for fire protection materials in structures and products fuels the market’s growth, specifically in the U.S. and Canada. The U.S. flame retardant and flame suppression market is in gradual expansion due to increasing compliance standards. Changes in demographics, especially the urbanization process and infrastructural improvements, have made flame retardants and flame suppression more crucial in buildings. Therefore, we believe that the flame retardant and flame suppression markets in the United States and Canada are open to new non-toxic products and participants, and thus those markets are positive for entry by us.

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Governmental Regulation

~~The~~Our ~~Company’s~~ business is subject to ~~regulation~~regulations by the EPA., ~~Regulations~~including ~~include~~ standards for product descriptions, efficacy claims and label format.

~~The~~Our ~~Company~~ product ~~are~~contain ~~produced~~materials byfrom ~~numerous~~multiple ~~manufacturers~~suppliers. ~~All~~Some of these entities must comply with federal and local environmental laws and regulations. The EPA regulates finished ~~product~~products by requiring disclosure of components and hazardous materials. The EPA can inspect our product and our producer’s facility to determine the accuracy of the disclosures. State laws may also impose additional regulations on the use, ~~manufacturers~~preparation and storage of our ~~product~~products. We believe that our component providers ~~and manufacturers~~ are in compliance in all material respects with governmental regulations regarding our current product and have obtained ~~the material~~ governmental permits, licenses, qualifications and approvals required for our ~~their~~ operations. Our ~~manufacturer~~supplier’s compliance with federal, state and local environmental laws has not materially affected us either economically or in the manner in which we conduct our business.

However, there can be no assurance that our current or any future ~~manufacturer~~supplier will be able to comply with such laws and regulations in the future or that new governmental laws and regulations will not be introduced that could prevent or temporarily inhibit the development, distribution and sale of our product to end users.

New government laws and regulations may be introduced in the future that could result in additional compliance costs, seizures, confiscations, recalls or monetary fines, any of which could prevent or inhibit the development, distribution and sale of our product. If our ~~manufacturer~~supplier fails to comply with applicable laws and regulations, we may be subject to civil remedies, including fines, injunctions, recalls or seizures, as well as potential criminal sanctions, which could have a material adverse effect on our business, results of operations and financial condition.

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Europe and Other Countries

If we market our product in any countries other than the United States, we would be subject to the laws of those countries. To ~~obtain~~ market our product in other countries we must comply with numerous and varying regulatory requirements of such countries regarding safety and efficacy and governing, among other things, and commercial sales, pricing and distribution of our product.

The European regulatory system is based on a network of about 50 regulatory authorities from the 31 countries in the European Economic Area and the European Commission. All ~~product~~products must be authorized before they can be placed on the market in the European Union. The European system offers different routes for authorization. A centralized procedure allows the marketing of a product on the basis of a single European Union assessment and marketing authorization which is valid throughout the European Union. However, a majority of ~~product~~products authorized in the European Union do not fall within the scope of the centralized procedure, and we do not know whether our product will fall within the centralized authorization. We also do not know how the withdrawal of Great Britain from the European Union will affect the procedure for approval of medicines in the United Kingdom. If we are not able to use the centralized procedure, we would need to use one of ~~the~~two ~~following~~ procedures. One method is the decentralized procedure where we would apply for the simultaneous authorization in more than one European Union member. The second method is the mutual-recognition procedure where we would have a product authorized in one European Union country and then apply for authorization to be recognized in other European Union countries. In either case, we would be required to demonstrate and show and that the product is manufactured in accordance with good manufacturing ~~practice~~practices based upon European Union standards.

In56 ~~countries~~Table ~~other than the United States and the European Union, we would be required to comply with the applicable laws~~ of ~~those countries.~~Contents

In countries other than the United States, Canada and the European Union, we would be required to comply with the applicable laws of those countries.

Failure to obtain regulatory approval in any country would prevent our product candidates from being marketed in those countries. In order to market and sell our product in jurisdictions other than the United States and the European Union, we must obtain separate marketing approvals and comply with numerous and varying regulatory requirements.

If we are unable to obtain approval of our product candidates by regulatory authorities in other foreign jurisdictions, the commercial prospects of those product candidates may be significantly diminished and our business prospects could decline.

Facilities

WeOur ~~lease~~Company ~~properties~~owns inno ~~Lima,~~real ~~Ohio~~property. ~~(10~~Our principal office is located at 6400 S. Fiddlers Green Cir,~~000~~ ~~square~~Suite ~~feet~~300 ofGreenwood ~~warehouse~~Village, ~~and~~CO ~~office~~80111 ~~space)~~which ~~and~~is commercial space in ~~Rohnert~~the ~~Park,~~Denver ~~California~~Tech (6Center under a month-to-month lease as low as $99 per month based on use of the space. Commencing April 1,~~000~~ ~~square~~2025, ~~feet~~the ~~for~~Company ~~research~~leases ~~and~~commercial ~~development~~space for office, retail and warehousing). ~~Our~~at ~~principal~~3230 ~~executive~~Production ~~office~~Avenue, isSuite ~~1740H~~C ~~Del~~& ~~Range~~D, ~~Blvd~~Oceanside, ~~Suite~~ ~~166~~CA 92058 (10,000 ~~Cheyenne~~square feet of warehouse and office space and 17,000 ~~Wyoming~~square ~~82009.~~feet ~~Our~~of ~~primary~~yard ~~phone~~space), ~~number~~which is ~~(800) 401-4535~~under a five year lease at $15,810 per month.

The Oceanside property is managed by Mr. Hotsko and warehousing is supported by contractors without a written agreement. Our principal executive office is 6400 S. Fiddlers Green Cir., Suite 300, Greenwood Village, Colorado 80111. Our primary phone number is (800) 401-4535.

Employees

WeWes ~~currently~~Bolsen ~~have~~and noAndrew ~~full-time~~Hotsko ~~employees.~~are ~~Currently,~~both ~~the~~executive ~~Company~~officers ~~has~~and ~~no plans to hire~~ full-time employees.

Legal Proceedings

From time to time, we may be involved in legal proceedings arising in the ordinary course of our business. We are not presently a party to any legal proceedings that, in the opinion of management, would have a material adverse effect on our business. Regardless of outcome, litigation can have an adverse impact on us due to defense and settlement costs, diversion of management resources, negative publicity and reputation harm, and other factors.

DIRECTORS AND EXECUTIVE OFFICERS

The following table sets forth the names, ages, and positions of the Company’s executive officers and directors. Executive officers are elected annually by the Board of Directors. Each executive officer holds his office until he resigns, is removed by the Board of Directors, or his successor is elected and qualified. Each director holds his office until his successor is elected and qualified or his earlier resignation or removal.

Name	Age	Title
Joshua Ralston	35	Chairman of the Board, President, Secretary, Chief Executive Officer, and Chief Financial Officer
Theodore Ralston	63	Chairman of the Board
John Costa	55	Director
Wesley Bolsen	48	Chief Executive Officer, Director
Nanuk Warman	53	Secretary and Chief Financial Officer
Andrew Hotsko	36	Chief Operating Officer
Stephen Conboy	71	Chief Technology Officer
Anthony Newton	56	General Counsel
Jeffery Pomerantz	79	Director
Lorenzo Calinawan	38	Director
Craig Huff	61	Director

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Professional Experience

~~Joshau~~Theodore Ralston – Chairman of the Board~~, President, Secretary, Chief Executive Officer, and Chief Financial Officer~~

OnTheodore ~~October 10, 2021,~~Ralston ~~the~~has ~~majority~~served ~~voting stockholder appointed Joshua Ralston~~ as a member of the Board of Directors since March 31, 2025 and as ~~Chief~~Chairman ~~Executive~~of ~~Officer.~~the ~~From~~Board ~~August~~since ~~2021~~October ~~to the present~~1, 2025. Mr., Ralston ~~has~~previously ~~been~~served ~~stationed~~as atthe ~~U.S.~~Company’s ~~Coast~~Chief ~~Guard~~Executive ~~Base~~Officer ~~Cleveland~~from ~~ESD~~March ~~in Cleveland~~31, ~~Ohio,~~2025 ~~where he has directed electronics support. From June 2021~~ to ~~July~~October ~~2021~~1, 2025. Mr. Ralston ~~was~~obtained ~~stationed~~an atElectronics ~~PATFOR~~degree ~~SWA~~from ~~BAHRAIN~~IT&T in ~~Manama,~~1984. ~~Bahrain,~~He ~~where~~has he34 ~~provided~~years ~~technical~~of ~~support~~independent tobusiness, ~~joint~~sales ~~military~~and ~~operations~~investment experience. ~~From~~For ~~August~~the ~~2016~~past tofive ~~May 2020~~years, Mr. Ralston ~~was~~has ~~stationed~~managed atinvestments ~~USCG~~through ~~BASE~~his ~~Kodiak~~investment ~~ESD~~vehicle, inTC ~~Kodiak~~Special Investments, ~~Alaska~~LLC. In addition, ~~where~~Mr. ~~his~~Ralston ~~primary~~has ~~duties~~acted ~~were~~as ~~cyber~~a ~~security~~consultant, and ~~information~~is ~~assurance.~~currently ~~Mr.~~an ~~Ralston’s~~executive ~~educational~~officer ~~background~~and isdirector ~~business~~to ~~marketing~~the Company. Mr. Ralston ~~received~~does anot ~~degree~~have inany ~~Marketing~~experience in ~~2012~~the ~~from~~fire ~~Ohio~~retardant ~~State~~or ~~University,~~fire ~~and~~suppression ~~a degree in Cybersecurity and Information Assurance in 2022 from Western Governors University~~industry.

We believe that Mr. Ralston is qualified to serve as a member of our Board of Directors due to the leadership and management expertise ~~developed with the U~~.S. ~~military, and his technical expertise, particularly with information systems and cyber security.~~

~~John~~Wesley ~~Costa~~Bolsen -– Chief Executive Officer and Director

OnWesley ~~April 25, 2022,~~Bolsen ~~the~~was ~~Board~~appointed ofas ~~Directors~~the ~~appointed~~Chief ~~John~~Executive ~~Costa~~Officer and as a member of the Board of Directors effective as of September 15, 2025. Mr. Bolsen obtained a degree in electrical engineering with a minor in economics from the Rose-Hulman Institute of Technology, and thereafter obtained a masters’ degree in business administration from Stanford’s Graduate School of Business. In 2018, Mr. Bolsen was the founding executive and chief executive officer of LaderaTech Inc., which was sold to Perimeter Solutions, Inc. in 2020 at a time when LaderaTech Inc. distributed the world’s leading wildfire prevention and protection product. Following the transaction with Perimeter Solutions, Inc., Mr. Bolsen was employed by Perimeter Solutions, Inc. to lead global wildfire prevention and protection until September 2022. He became an advisor to startup executives until April of 2024, when Mr. Bolsen was named chief executive officer of Imidex Inc., an FDA cleared AI solution for the early detection of lung cancer, which sold in April of 2025 to a public healthcare company.

~~Mr.~~We ~~Costa~~believe ~~has~~that ~~over 30 years of experience in the IT industry; which includes an employment history with several Fortune 100 and 500 companies.~~ Mr. ~~Costa’s~~Bolsen areas of IT practice were diversified in Technological Development, Product Design, Modalities and Applications, Artificial Intelligence, Augmented Reality, Virtual and Practical Design, and Website Design. Mr. Costa has a deep understanding of what is ~~capable~~qualified ~~and possible from a technical and usability standpoint. From 2017~~ to ~~2019,~~serve ~~Mr.~~as ~~Costa worked with Verizon Digital Services to Architect and Design a greenfield developed overview~~ of ~~worldwide~~our ~~data~~Board ~~connectivity and equipment allocations and configurations. From 2019 to 2021, Mr. Costa worked with Pricewaterhouse Coopers to aid the in the revamp~~ of ~~procurement,~~Directors ~~purchase~~due ~~and accounts payable services on an extensive 18 month project. From 2021~~ to ~~2023,~~past ~~Mr.~~executive ~~Costa~~leadership ~~worked with Northrup Grumman helping to define User Experience Strategies~~ and ~~team~~company ~~directives~~board ~~with a partial focus on Extended Realities focused on development and fabrication directives~~ of ~~NGC~~director ~~product development and Virtualization of Data~~roles. From 2023 to the present, Mr. Costa has been with the U.S. Department of State to recreate government directives in the productivity of immigration, identification and overseas Consular activities. Mr. Costa received a degree in communications in 1989 from St. Petersburg College.

WeNanuk ~~believe~~Warman ~~that~~– ~~Mr.~~Secretary ~~Costa~~and isChief ~~qualified~~Financial ~~to serve as a member of our Board of Directors, because of his practical experience in a broad range of competencies including his public company experience.~~Officer

Nanuk Warman, CPA, CFA, was appointed Chief Financial Officer and Secretary of our Company effective on April 1, 2025. Prior to his appointment Mr. Waman spent four years working with the Company as an independent consultant and has in-depth knowledge of the Company’s business and financial history. Mr. Warman has spent the last 20 years working in public company finance, advising clients on financial reporting, SOX compliance, and SEC filing requirements. For the past 10 years, Mr. Warman has served as Managing Partner of PubCo Reporting Solutions, Inc., a boutique accounting and reporting firm primarily focused on helping emerging companies on accounting and compliance matters. Mr. Warman has extensive experience with securities offerings, mergers and acquisitions, securities exchange listing compliance. He is well-versed in GAAP, with particular expertise in complex equity structures, debt financing, reverse acquisitions, and transactional accounting. Mr. Warman is a CFA^®Charterholder and a member of the Chartered Professional Accountants of British Columbia.

Andrew Hotsko – Chief Operating Officer

Andrew Hotsko has served as Chief Operating Officer of CitroTech, Inc. since July 2025, where he leads day-to-day operations and growth initiatives across the Company’s platform. Prior to joining the Company, he served as Regional President of an Alpine Investors-backed services business, overseeing operational performance and expansion across multiple markets from 2023 to 2025. Earlier in his career, from 2021 to 2023, Mr. Hotsko worked in technology investment banking at Bank of America, supporting strategic and financing transactions for growth-stage companies. He previously served as an infantry officer in the U.S. Marine Corps and holds a Bachelor of Science in Economics from the United States Naval Academy and an MBA from The Wharton School of the University of Pennsylvania.

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Stephen Conboy – Chief Technology Officer

Stephen Conboy was appointed at Chief Technology Officer effective March 1, 2025. Mr. Conboy is the founder of MFB CA. Previously from the building and lumber industries, he has pursued fire science for the last 16 years to invent CitroTech. Mr. Conboy has worked in the lumber and building industry for more than 45 years, starting as a union carpenter in New York. He was nominated and assigned to the District Export Council Division of the U.S. Department of Trade and Commerce and the International Trade Association. As a respected authority for carbon sequestration, he has spoken at the United Nations and World Trade Conference. Mr. Conboy helped draft a Carbon Tax Credit Bill for fire treated lumber and portions of the Wildfire Defense Act to reward property owners who implement proactive wildfire defense programs.

Anthony Newton – General Counsel

Anthony Newton was appointed as general counsel to the Company effective April 1, 2025. Mr. Newton has practiced law for 25 years and is a member of the State Bar of Texas. He has a BBA from Texas A&M University, a J.D. from the University of Houston, and an LLM in Taxation from Georgetown University Law Center. Mr. Newton has focused his practice on transactions and infrastructure projects, primarily general corporate, mergers and acquisitions, commercial agreements, finance and capital markets, primarily for middle-market energy and oil and gas companies. Mr. Newton has 16 years of big-firm experience, including as equity partner with multi-national law firms such as DLA Piper. In addition, Mr. Newton has two years of experience as General Counsel with West Edge Energy LLC, a private-equity backed, mid-stream oil and gas company, during which time he was the only in-house attorney and responsible for establishing and managing the legal department of the company. Mr. Newton does not have any experience in the fire retardant or fire suppression industry.

Jeffery Pomerantz - Director

On April 25, 2022, the Board of Directors appointed Jeffery Pomerantz as a member of the Board of Directors. Mr. Pomerantz has over 50 years of experience in Consulting, Promotional Marketing, Manufacturing, Sales, and Distribution. Mr. Pomerantz has provided invaluable assistance with many IPO's and Corporate Up-Listings; additionally, he has a variety of international connections to resources and networks that create product distribution channels throughout the world. From 2019 to the present, Mr. Pomerantz has been in the Promotional Products Industry, in which he has owned and operated a business supervising manufacturing (including China), sales and distribution of hundreds of products. Mr. Pomerantz received a degree in accounting in 1967 from Temple University. Mr. Pomerantz does not have any experience in the fire retardant or fire suppression industry.

We believe that Mr. Pomerantz is qualified to serve as a member of our Board of Directors due to his ability to strengthen and improve operations of the companies of which he has been a part, and his experience in domestic and international manufacturing, sales and distribution.

Lorenzo Calinawan – Director

On October 15, 2025, the Board of Directors appointed Lorenzo Calinawan as a member of the Board of Directors. Mr. Calinawan is the co-founder and managing director of Chemlink Partners, a boutique M&A advisory firm focused exclusively on the global chemicals, specialty materials and adjacent industrial sectors. Over his career, Mr. Calinawan has advised on more than $90 billion of completed transactions, including landmark deals, transformative carve-outs, platform builds and cross-border transactions for leading strategics and private equity sponsors. Prior to founding Chemlink, he held senior investment banking roles at Citibank and Piper Sandler and also served as an investment professional at SK Capital Partners, where he focused on building and growing specialty chemicals and materials platforms. Mr. Calinawan brings deep sector knowledge, a global network and proven transaction execution and investment expertise to the company’s board.

We believe that Mr. Calinawan is qualified to serve as of our Board of Directors due to his expertise in the chemicals industry.

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Craig Huff – Director

On October 15, 2025, the Board of Directors appointed Craig Huff as a member of the Board of Directors. Mr. Huff is the founder and managing member of BoltRock Holdings LLC, a family investment firm and significant shareholder in the Company. Prior to founding BoltRock, Mr. Huff co-founded and served as co-chief executive officer of Reservoir Capital, a multi-billion dollar opportunistic investment firm, for over two decades. He also served in the U.S. Navy as a nuclear engineer and nuclear submarine officer. Mr. Huff has extensive board experience in both private and public companies across a wide range of sectors, including the insurance industry. He holds a bachelor’s degree in engineering physics, magna cum laude, from Abilene Christian University, and an MBA with high distinction from Harvard Business School where he was recognized as a Baker Scholar.

We believe that Mr. Huff is qualified to serve as of our Board of Directors due to his decades of investment and business management expertise.

Family Relationships

Mr. Theodore Ralston has a family relationship with Joshua Ralston, his son, who previously served in the role of Chief Executive Officer of the Company. There are no familial relationships among any of our directors or officers.

Involvement in Certain Legal Proceedings

To the best of our knowledge, none of our executive officers or directors were involved in any legal proceedings described in Item 401(f) of Regulation S-K in the past ten years.

Board Composition and Director Independence

Our ~~business and affairs are managed under the direction of our~~ Board. Inis ~~connection with this offering, we will amend and restate our articles of incorporation and bylaws, and following completion of this offering, our Board will be~~ composed of ~~three~~five directors. Our ~~articles~~Articles of ~~incorporation~~Incorporation ~~will~~ provide that our Board ~~will~~of beDirectors ~~divided~~each ~~into~~serves ~~three~~for ~~classes~~one ofyear. ~~directors,~~The ~~with~~Board ~~the~~has ~~classes~~determined asthat ~~nearly~~Lorenzo ~~equal~~Calinawan inand ~~number~~Jeffery asPomerantz, ~~possible.~~meet ~~Each~~NYSE ~~class~~American’s ~~will~~requirements ~~serve~~to ~~for~~be ~~three-year~~independent ~~periods with staggered elections~~directors. ~~Class~~In Imaking ~~will~~this ~~next be elected in 2025~~determination, ~~Class~~our IIBoard inconsidered ~~2026,~~the ~~and~~relationships ~~Class~~that ~~III~~each insuch ~~2027.~~non-employee ~~Subject~~director tohas ~~any~~with ~~earlier~~the ~~resignation~~Company orand ~~removal~~all inother ~~accordance~~facts ~~with~~and ~~the~~circumstances ~~terms~~that of our ~~articles~~Board ofdeemed ~~incorporation~~relevant ~~and~~in ~~bylaws:~~determining their independence.

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• our Class I directors will be Jeffrey Pomerantz, who will serve until the first annual meeting of shareholders following the completion of this offering;

• our Class II directors will be Joh Costa, who will serve until the second annual meeting of shareholders following the completion of this offering; and

• our Class III directors will be Josua Ralston, who will serve until the third annual meeting of shareholders following the completion of this offering.

Upon completion of this offering, we expect that each of our directors will serve in the classes as indicated above.

We anticipate that, prior to our completion of this offering, the Board will determine that all of our directors with the exception of Joshua Ralston meet NYSE American’s requirements to be independent directors. In making this determination, our Board considered the relationships that each such non-employee director has with the Company and all other facts and circumstances that our Board deemed relevant in determining their independence.

Controlled Company Status

After completion of this offering, ~~the~~Theodore ~~Joshua~~ Ralston will continue to control a majority of our outstanding common stock. As a result, we will be a “controlled company.” Under NYSE American rules, a company of which more than 50% of the voting power for the election of directors is held by an individual, group, or another company, is a “controlled company” and may elect not to comply with certain NYSE American corporate governance requirements, including the requirements that, within one year of the date of the listing of our common stock:

•

we have a board that is composed of a majority of “independent directors,” as defined under the rules of such exchange;

•

we have a compensation committee that is composed entirely of independent directors;

•

we have a nominating and corporate governance committee that is composed entirely of independent directors; and

•

we have an annual performance evaluation of the nominating and corporate governance and compensation committees.

~~Following~~We ~~this offering, we intend to~~ rely on ~~this~~these ~~exemption~~exemptions. As a result, we may not have a majority of independent directors on our Board. In addition, our Compensation and Nominating & Governance Committees may not consist entirely of independent directors and/or may not be subject to annual performance evaluations. Accordingly, you may not have the same protections afforded to ~~shareholders~~stockholders of companies that are subject to all of the NYSE American corporate governance requirements.

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Board Committees

~~Upon~~Our ~~completion of this offering, our~~ Board ~~will~~has ~~have~~ an Audit Committee, a Compensation Committee and a Nominating & Governance Committee. The composition, duties and responsibilities of these committees ~~will~~are ~~be as~~ set forth below. In the future, our Board may establish other committees, as it deems appropriate, to assist it with its responsibilities.

Board Member Audit Committee Compensation Committee Nominating & Governance Committee ~~John~~Jeffrey ~~Costa~~Pomerantz x x x ~~Jeffrey~~Lorenzo ~~Pomerantz~~Calinawan x x x Theodore Ralston x x

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Audit Committee

~~Following~~Our ~~this offering, our~~ Audit Committee ~~will~~is be composed of ~~John~~Lorenzo ~~Costa~~Calinawan and Jeffrey Pomerantz, with ~~John~~Lorenzo ~~Costa~~Caliniwan serving as chair of the committee. WeOur intend to comply with the audit committee requirements of the SEC and NYSE American, which require that the Audit Committee be composed of at least one independent director at the closing of this offering, a majority of independent directors within 90 days following this offering and all independent directors within one year following this offering. We anticipate that, prior to the completion of this offering, our Board ~~will~~determined ~~determine~~ that ~~John~~Lorenzo ~~Costa~~Calniwan and Jeffrey Pomerantz meet the independence requirements of Rule 10A-3 under the Exchange Act and the applicable listing standards of NYSE American. WeLorenzo ~~anticipate~~Caliniwan ~~that, prior to our completion of this offering, our Board will determine that [•]~~ is anthe “audit committee financial expert” within the meaning of SEC regulations and applicable listing standards of NYSE American. The Audit Committee’s responsibilities ~~upon completion of this offering will~~ include:

•

appointing, approving the compensation of, and assessing the qualifications, performance, and independence of our independent registered public accounting firm;

•

pre-approving audit and permissible non-audit services, and the terms of such services, to be provided by our independent registered public accounting firm;

•

reviewing our policies on risk assessment and risk management;

•

reviewing and discussing with management and the independent registered public accounting firm our annual and quarterly financial statements and related disclosures as well as critical accounting policies and practices used by us;

•

reviewing the adequacy of our internal control over financial reporting;

•

establishing policies and procedures for the receipt and retention of accounting-related complaints and concerns;

•

recommending, based upon the Audit Committee’s review and discussions with management and the independent registered public accounting firm, whether our audited financial statements shall be included in our Annual Report on Form 10-K;

•

monitoring our compliance with legal and regulatory requirements as they relate to our financial statements and accounting matters;

•

preparing the Audit Committee report required by the rules of the SEC to be included in our annual proxy statement;

•

reviewing all related party transactions for potential conflict of interest situations and approving all such transactions; and

•

reviewing and discussing with management and our independent registered public accounting firm our earnings releases and guidance.

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Compensation Committee

~~Following~~Our ~~this offering, our~~ Compensation Committee ~~will~~is be composed of ~~John~~Lorenzo ~~Costa~~Caliniwan, ~~and~~ Jeffrey Pomerantz and Theodore Ralston, with ~~John~~Lorenzo ~~Costa~~Calinawan serving as chair of the committee. The Compensation Committee’s responsibilities ~~upon completion of this offering will~~ include:

•

annually reviewing and approving corporate goals and objectives relevant to the compensation of our chief executive officer;

•

evaluating the performance of our chief executive officer in light of such corporate goals and objectives and determining and approving the compensation of our chief executive officer;

•

reviewing and approving the compensation of our other executive officers;

•

appointing, compensating and overseeing the work of any compensation consultant, legal counsel, or other advisor retained by the Compensation Committee;

•

conducting the independence assessment outlined in rules with respect to any compensation consultant, legal counsel, or other advisor retained by the Compensation Committee;

•

annually reviewing and reassessing the adequacy of the committee charter in its compliance with the listing requirements of NYSE American;

•

reviewing and establishing our leadership compensation, philosophy and guidelines;

•

overseeing and administering our equity compensation plans;

•

overseeing our diversity and inclusion programs and planning for human capital management;

•

overseeing management succession planning;

•

reviewing and making recommendations to our Board with respect to director compensation; and

•

reviewing and discussing with management the compensation discussion and analysis to be included in our annual proxy statement or Annual Report on Form 10-K.

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Nominating & Governance Committee

~~Following~~Our ~~this offering, our~~ Nominating and Governance Committee ~~will~~is be composed of ~~John~~Lorenzo ~~Costa~~Caliniwan, ~~and~~ Jeffrey Pomerantz and Theodore Ralston, with ~~John~~Lorenzo ~~Costa~~Calinawan serving as chair of the committee. The Nominating and Governance Committee’s responsibilities ~~upon completion of this offering will~~ include:

•

developing and recommending to our Board criteria for board and committee membership;

•

developing and recommending to our Board best practices and corporate governance principles;

•

identifying and recommending to our Board the persons to be nominated for election as directors and to each of our Board’s committees;

•

developing and recommending to our Board a set of corporate governance guidelines; and

•

reviewing and recommending to our Board the functions, duties and compositions of the committees of our Board.

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Compensation Committee Interlocks and Insider Participation

None of our executive officers currently serves, or in the past fiscal year has served, as a member of the Board or compensation committee of any entity that has one or more executive officers serving on our Board or Compensation Committee.

Risk Oversight

Our Board will oversee the risk management activities designed and implemented by our management. Our Board will execute its oversight responsibility for risk management both directly and through its committees. The full Board will also consider specific risk topics, including risks associated with our strategic plan, business operations and capital structure. In addition, our Board will receive detailed regular reports from members of our senior management and other personnel that include assessments and potential mitigation of the risks and exposures involved with their respective areas of responsibility.

Our Board will delegate to the Audit Committee oversight of our risk management process. Our other committees of our Board will also consider and address risk as they perform their respective committee responsibilities. All committees will report to the full Board as appropriate, including when a matter rises to the level of a material or enterprise level risk.

Code of Business Conduct and Ethics

Prior to completion of this offering, we intend to adopt a code of conduct that applies to all of our employees, officers, and directors, including those officers responsible for financial reporting. Upon the closing of this offering, our code of conduct will be available on our website. We intend to disclose any amendments to the code, or any waivers of its requirements, on our website.

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EXECUTIVE COMPENSATION

The following ~~summary~~discussion ~~compensation~~contains ~~table~~forward-looking ~~sets~~statements ~~forth~~that ~~all~~are ~~compensation~~based ~~earned~~on byour orcurrent ~~paid~~plans, toconsiderations, ~~the~~expectations ~~named~~and ~~executive~~determinations ~~officers~~regarding ~~paid~~future bycompensation ~~the~~programs. ~~Company~~The ~~during~~actual ~~the~~amount ~~fiscal~~and ~~years~~form ~~ended~~of ~~December~~compensation ~~31,~~and ~~2023~~the compensation policies and ~~2022,~~practices inthat ~~all~~we ~~capacities~~adopt ~~for~~in the ~~accounts~~future ofmay ~~our~~differ ~~executive~~materially ~~officers,~~from ~~including~~currently ~~the~~planned ~~Chief~~programs ~~Executive~~as ~~Officer~~summarized in this discussion.

Name and Principal Position	Year EndedDecember 31,	Salary($)		Stock Awards($)(1)		All Other Compensationfor ($)		Total($)
Joshua Ralston, President, Chief Executive officer, Chief Financial Officer and Chairman of the Board of Directors	2023		-		-		-		-
	2022		-		2,100,000		-		2,100,000

We are currently considered a “smaller reporting company” within the meaning of the Securities Act for purposes of the SEC’s executive compensation disclosure rules. Accordingly, we are required to provide a Summary Compensation Table, as well as limited narrative disclosures regarding executive compensation for our last two completed fiscal years and an Outstanding Equity Awards at Fiscal Year End Table for our last completed fiscal year. These reporting obligations extend only to “named executive officers.” Our “named executive officers” include (i) all individuals serving as our principal executive officer during the fiscal year ended December 31, 2025 and (ii) our two most highly compensated executive officers, as defined in Exchange Act Rule 3b-7, other than our principal executive officer, who were serving as executive officers at the end of the fiscal year ended December 31, 2025, whose salary and bonus for services rendered in all capacities exceeded $100,000 during the fiscal year ended December 31, 2025.

~~(1) The~~This ~~grant~~section ~~date~~discusses ~~fair~~material ~~value~~components ~~for~~of the ~~70,000,000~~executive ~~common~~compensation ~~shares~~programs isfor ~~$0.03~~our ~~per~~“named ~~share,~~executive ~~measured~~officers” inwho ~~accordance~~area ~~with~~named ~~Financial~~in ~~Accounting~~the ~~Standards~~“Summary ~~Board~~Compensation ~~Accounting~~Table” ~~Standards~~below. ~~Codification~~In ~~Topic~~2025, ~~718~~our (“~~FASB~~named ~~ASC~~executive ~~718~~officers” were (i) ~~and~~Wesley ~~based~~Bolsen, onour aChief ~~market~~Executive ~~capitalization~~Officer; ~~valuation~~(ii) ofJoshua ~~the~~Ralston, ~~common~~our ~~stock~~former onChief ~~the~~Executive ~~date~~Officer, of(iii) ~~grant.~~Theodore ~~The~~Ralston, ~~award~~our isformer ~~subject~~Chief toExecutive aOfficer ~~substantial~~and ~~risk~~our Chairman of ~~forfeiture~~the ~~based~~Board onof ~~the~~Directors, ~~Company~~(iv) ~~achieving~~Andrew ~~certain~~Hotsko, ~~revenue~~our ~~thresholds~~Chief Operating Officer, and (v) Anthony Newton, our General Counsel.

~~Director~~63 ~~Compensation~~Table of Contents

The following table ~~shows~~summarizes the compensation ~~earned~~of byour ~~persons~~named ~~who~~executive ~~served~~officers ~~on our Board~~ during the fiscal years ended December 31, ~~2023~~2025 and ~~2022, who are not one of our Named Executive Officers~~2024.

Name and Principal Position	Year EndedDecember 31,	Salary($)		~~Stock Awards~~Bonus($)~~(1)~~		~~All Other Compensation~~StockAwards($)(1)		~~Total~~OptionAwards($)		Non-EquityIncentive PlanCompensation($)		NonqualifiedDeferredCompensationEarnings($)		All OtherCompensation($)		Total($)
John Costa	2023		-		90,000		-		90,000
Wesley Bolsen	2025		89,999		-		732,289		-		-		-		-		822,288
	2022		-		-		-		-
Chief Executive Officer	2024		-		-		-		-		-		-		-		-
Jeffery Pomerantz	2023		-		90,000		-		90,000
Theodore Ralston	2025		-		-		1,928,328		-		-		-		-		1,928,328
	2022		-		-		-		-
Chairman of the Board	2024		-		-		-		-		-		-		-		-
Andrew Hotsko	2025		100,962		-		1,677,310		-		-		-		-		1,778,272
Chief Operating Officer	2024		-		-		-		-		-		-		-		-
Anthony Newton	2025		275,000		-		550,000		-		-		-		-		825,000
General Counsel	2024		-		-		-		-		-		-		-		-
Joshua Ralston,	2025		290,000		-		-		-		-		-		-		290,000
Former President, Secretary, CEO, CFO and Chairman	2024		75,000		-		-		-		-		-		-		75,000

(1) 250,000 shares of Common Stock were issued to each of John Costa and Jeffrey Pomerantz, which vested on grant. In accordance with SEC rules, the amounts shown reflect the aggregate grant date fair value of stock awards granted to Non-Employee Directors during 2023, computed in accordance with FASB ASC 718. The grant date fair value for the Common Stock granted is measured based on the closing price of our Common Stock on the date of grant.____________

~~Employment~~(1) ~~Agreements~~The amounts reported in this column represent the aggregate grant date fair value of options awarded, computed in accordance with FASB ASC Topic 718.

~~The~~Executive ~~Company~~Compensation ~~currently has no employment agreements and currently has no plans to enter into employment agreements with key employees.~~Arrangements

Wesley Bolsen – Employment Agreement

On September 22, 2025, the Company entered into an employment agreement with Wesley J. Bolsen, pursuant to which Mr. Bolsen serves as the Company’s Chief Executive Officer, effective October 1, 2025. The employment agreement has a term commencing October 1, 2025 and ending September 30, 2029, unless earlier terminated in accordance with its terms.

Under the employment agreement, Mr. Bolsen is entitled to an annual base salary of $300,000, payable in accordance with the Company’s standard payroll practices, and a signing bonus of 6,250 shares of the Company’s Series C Convertible Preferred Stock, issued as soon as reasonably practicable following execution of the agreement. Mr. Bolsen is also eligible to receive an annual cash performance bonus with a target of $200,000, with the opportunity to earn up to two times the target amount based on the achievement of mutually agreed key performance indicators (“KPIs”). Mr. Bolsen is eligible to participate in the Company’s employee benefit plans made generally available to other senior executives.

In addition, pursuant to Exhibit A to the employment agreement, Mr. Bolsen is eligible to receive equity‑based incentive compensation in the form of restricted stock units (“RSUs”) of the Company’s common stock, which may be earned based on a combination of time‑based vesting, achievement of KPIs, and the attainment of specified market capitalization thresholds. The equity awards include up to an aggregate of 900,000 RSUs, consisting of (i) time‑based RSUs that vest over a four‑year period, (ii) KPI‑based RSUs that vest annually upon achievement of mutually agreed performance objectives, and (iii) market capitalization‑based RSUs that vest upon the Company achieving and sustaining specified fully diluted market capitalization targets for 30 consecutive days. The employment agreement further provides for accelerated vesting of any unvested RSUs upon a change in control, as defined therein.

The employment agreement may be terminated by the Company for cause, including for material breach, misconduct, dishonesty, or failure to perform duties, subject in certain cases to notice and cure rights, or without cause upon written notice. Mr. Bolsen may also terminate his employment for any reason. Upon termination by the Company without cause, Mr. Bolsen is entitled to continued base salary for up to twelve months or the remainder of the then‑existing term, if shorter, and payment of any earned but unpaid bonus amounts, subject to the terms of the agreement. Upon termination for cause or voluntary resignation, Mr. Bolsen is generally entitled only to accrued compensation and earned bonuses, if any.

Mr. Bolsen is subject to customary confidentiality, non‑competition, non‑solicitation, and intellectual property assignment provisions during and following the term of employment. The employment agreement also provides for reimbursement of business expenses, directors’ and officers’ insurance coverage, and other customary executive employment terms.

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Theodore Ralston – Consulting Agreement

On April 1, 2025, the Company entered into a consulting agreement with Theodore Ralston, pursuant to which Mr. Ralston provides outside Chief Executive Officer services to the Company at the direction of the Company’s Board of Directors. The consulting agreement has an initial term of twelve (12) months, commencing April 1, 2025 (the “Initial Term”). Following the Initial Term, the agreement automatically renews for successive six‑month periods unless either party provides at least 30 days’ written notice of non‑renewal.

Mr. Ralston is eligible to receive up to an aggregate of 400,000 shares of the Company’s Series C Convertible Preferred Stock, payable in four separate tranches of 100,000 shares each, upon the Company achieving and sustaining for 30 consecutive days specified market capitalization thresholds of more than $120 million, $150 million, $200 million, and $250 million, respectively. So long as Mr. Ralston provides services to the Company for the full Initial Term, Mr. Ralston’s right to receive the foregoing share awards will vest, regardless of whether the consulting agreement is subsequently terminated.

If the consulting agreement is terminated by the Company within six (6) months following Mr. Ralston: (i) no longer owning Series A Preferred Stock, or (ii) owning (or having the right to convert to) on a fully diluted basis less than five percent (5%) of the common stock of the Company, then within 30 days thereafter the Company shall remit to Mr. Ralson or his designee the amount of 100,000 shares of Series C Convertible Preferred stock in book entry form as soon as reasonably possible for the transfer agent to make the book entry on behalf of Consultant or his designee.

The consulting agreement may be terminated immediately by written notice to Mr. Ralston upon the occurrence of any of the following: (i) a material breach of the agreement that remains uncured following 30 days’ notice thereof; (ii) making disparaging statements (whether written or verbal) about the Company, or its subsidiaries, affiliates, officers, employees, or Board of Directors; or (iii) engaging in any activity that reflects negatively on the Company’s reputation or standing in its business community. Mr. Ralston is subject to customary confidentiality obligations during and after the term of the agreement and must return Company property and confidential materials upon termination.

Andrew Hotsko – Employment Agreement

On June 27, 2025, the Company entered into an employment agreement with Andrew Hotsko, pursuant to which Mr. Hotsko serves as the Company’s Chief Operating Officer, effective July 21, 2025. The employment agreement has a term commencing July 21, 2025 and ending July 21, 2029, unless earlier terminated in accordance with its terms.

Under the employment agreement, Mr. Hotsko is entitled to an annual base salary of $250,000, payable in accordance with the Company’s standard payroll practices. Mr. Hotsko is also eligible to receive an annual cash performance bonus of up to $150,000, based on the achievement of mutually agreed key performance indicators (“KPIs”), with the bonus prorated for calendar year 2025 and subject to adjustment in subsequent years at the Company’s discretion. Mr. Hotsko is eligible to participate in the Company’s employee benefit plans made generally available to other senior executives.

In addition, pursuant to Exhibit A to the employment agreement, Mr. Hotsko is eligible to receive equity‑based incentive compensation in the form of restricted shares of the Company’s common stock, which may be earned based on a combination of time‑based vesting, achievement of KPIs, and the attainment of specified market capitalization thresholds. The equity incentives provide for up to an aggregate of 2,700,000 shares of common stock, consisting of (i) time‑based restricted shares that vest annually over a four‑year period, (ii) KPI‑based shares that may be issued annually upon achievement of mutually agreed performance objectives, and (iii) market capitalization‑based shares that may be issued upon the Company achieving and sustaining specified fully diluted market capitalization thresholds for 30 consecutive days. Unvested equity awards are generally forfeited upon termination for cause or voluntary resignation.

The employment agreement may be terminated by the Company for cause, including for material breach, misconduct, failure to perform duties, disability, or death, or without cause upon written notice. Mr. Hotsko may also terminate his employment for any reason. Upon termination by the Company without cause, Mr. Hotsko is entitled to continued base salary for up to six months or the remainder of the then‑existing term, if shorter, and payment of any earned but unpaid bonus amounts, subject to the terms of the agreement. Upon termination for cause or voluntary resignation, Mr. Hotsko is generally entitled only to accrued compensation and earned bonuses, if any.

Mr. Hotsko is subject to customary confidentiality, non‑competition, non‑solicitation, and intellectual property assignment provisions during and following the term of employment. The employment agreement also provides for reimbursement of business expenses and other customary executive employment terms.

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Anthony Newton – Consulting Agreement

On April 1, 2025, the Company entered into a consulting agreement with Anthony Newton, pursuant to which Mr. Newton provides outside legal counsel services to the Company. The consulting agreement has an initial term of twelve (12) months, commencing April 1, 2025, and automatically renews for successive six‑month periods unless either party provides at least 30 days’ written notice of non‑renewal.

Under the consulting agreement, Mr. Newton is entitled to monthly cash compensation of $27,500. Mr. Newton is also eligible to participate in any executive compensation plan adopted by the Company from time to time, with any such awards subject to the discretion of the Company’s Board of Directors. The Company is required to reimburse Mr. Newton for pre‑approved, documented business expenses incurred on behalf of the Company.

If the consulting agreement is terminated by the Company within six (6) months following Theodore Ralston (i) no longer serving as Chief Executive Officer of the Company, (ii) no longer owning Series A Preferred Stock, or (iii) owning (or having the right to convert into), on a fully diluted basis, less than five percent (5%) of the Company’s common stock, the Company is required to pay Mr. Newton an amount equal to twelve (12) months of consulting compensation within 30 days following such termination.

The consulting agreement may be terminated immediately by written notice to Mr. Newton upon the occurrence of any of the following: (i) a material breach of the agreement that remains uncured following 30 days’ notice thereof; (ii) making disparaging statements (whether written or verbal) about the Company, or its subsidiaries, affiliates, officers, employees, or Board of Directors; or (iii) engaging in any activity that reflects negatively on the Company’s reputation or standing in its business community. Mr. Newton is subject to customary confidentiality obligations during and following the term of the consulting agreement and is required to return Company property and confidential materials upon termination. The agreement provides that Mr. Newton serves as an independent contractor, not an employee of the Company.

Joshua Ralson – Employment Agreement

On March 1, 2025, the Company entered into an employment agreement with Joshua Ralston, pursuant to which Mr. Ralston initially served as President and Chief Executive Officer through April 1, 2025, and thereafter serves as Vice President of Operations, reporting to the Company’s Chief Executive Officer. The employment agreement has an initial term of three (3) years, commencing March 1, 2025, and automatically renews for successive one‑year periods unless either party provides at least 90 days’ written notice of non‑renewal.

Under the employment agreement, Mr. Ralston is entitled to a monthly salary of $16,500, payable in accordance with the Company’s customary payroll practices. Mr. Ralston is also eligible to participate in the Company’s employee benefit plans made generally available to other employees and executives, including health and accident insurance and other customary benefits, subject to the terms of such plans.

The employment agreement does not provide for severance or post‑termination compensation beyond accrued salary and reimbursable expenses. Mr. Ralston is subject to customary confidentiality obligations during and following the term of employment, including obligations relating to the protection of the Company’s confidential information and the return of Company property upon termination.

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Outstanding Equity Awards

~~There~~The ~~were~~following notable lists all of the outstanding equity awards ~~awarded~~held toon ~~our~~December 31, ~~named~~2025 ~~executive~~by ~~officer~~each as of ~~December 31, 2023~~the Company’s named executive officers.

Option Awards

Stock Awards

Name

Number of

securities

underlying

unexercised

options

exercisable

(#)

Number of

securities

underlying

unexercised

options

unexercisable

(#)

Equity incentive

plan

awards:

Number of

securities

underlying

unexercised

unearned

options

(#)

Option

exercise

price

($)

Option

expiration

date

Number of shares

or units of

stock that

have not

vested

(#)

Market value of

shares of

units of

stock that

have not

vested

($)

Equity incentive

plan

awards:

Number of

unearned

shares,

units or

other rights

that have

not vested

(#)

Equity incentive

plan

awards:

Market or

payout

value of

unearned

shares,

units or

other rights

that have

not vested

($)

Wesley Bolson

Theodore Ralston

Andrew Hotsko

Anthony Newton

Joshua Ralston

Director Compensation

AtThe ~~this~~following ~~time,~~table ~~our~~sets ~~Board~~forth ofinformation ~~Directors~~regarding docompensation ~~not~~earned ~~receive~~during ~~cash~~the ~~compensation~~fiscal ~~for~~year ~~serving~~ended asDecember ~~members~~31, of2025 ~~our~~by ~~Board~~each of ~~Directors.~~our ~~The~~non-employee ~~term~~directors ofwho ~~office~~served ~~for~~as ~~each~~a director isof ~~one~~the ~~year~~Company orduring ~~until~~that ~~his/her successor is elected at our annual meeting and qualified~~time. [The ~~Board~~directors ofwho ~~Directors~~also ~~has~~serve noas ~~nominating,~~employees ~~auditing committee, or compensation committee. Therefore, the selection~~ of ~~a person or election to~~ the ~~Board~~Company ofdo ~~Directors~~not ~~was~~receive ~~neither~~additional ~~independently~~compensation ~~made~~for ~~nor~~their ~~negotiated~~service atas ~~arm’s~~a ~~length~~director.]

During the fiscal year ended December 31, 2023, our directors, Mr. Ralston, Mr. Costa, and Mr. Pomerantz, received no compensation for director services.

Name	Fees Earned or Paid in Cash ($)		Stock Awards ($)⁽¹⁾⁽²⁾			Option Awards ($)		Non-Equity Incentive Plan Compensation ($)		Change in Pension Value and Nonqualified Deferred Compensation Earnings		All Other Compensation ($)		Total ($)
Jeffery Pomerantz		-		-			-		-		-		-		-
Lorenzo Calinawan		-		-			-		-		-		-		-
Craig Huff		-		1,920,513	⁽²⁾		-		-		-		-		1,920,513	⁽²⁾

_______________

(1)	The amounts reported in this column represent the aggregate grant date fair value of stock awarded, computed in accordance with FASB ASC Topic 718.

(2)	The stock awards were issued to BoltRock Holdings, LLC pursuant to a consulting arrangement. Mr. Huff is the managing member of BoltRock Holdings, LLC.

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Limitation on liability of officers and directors

Wyoming law provides that subject to certain very limited statutory exceptions, a director or officer is not individually liable to the corporation or its stockholders or creditors for any damages as a result of any act or failure to act in his or her capacity as a director or officer, unless it is proven that the act or failure to act constituted a breach of his or her fiduciary duties as a director or officer and such breach of those duties involved intentional misconduct, fraud or a knowing violation of law. The statutory standard of liability established by Wyoming Business Corporations Act Section 17-16-831 controls even if there is a provision in the corporation’s articles of incorporation unless a provision in the corporation’s articles of incorporation provides for greater individual liability.

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Indemnification

Wyoming law permits broad provisions for indemnification of officers and directors.

Our bylaws provide that each person who was or is made a party or is threatened to be made a party to or is involved (including, without limitation, as a witness) in any threatened, pending, or completed action, suit or proceeding, whether formal or informal, civil, criminal, administrative or investigative (hereinafter a “proceeding”), by reason of the fact that he or she is or was a director of or who is or was serving at our request as a director, officer, employee or agent of this or another corporation or of a partnership, joint venture, trust, other enterprise, or employee benefit plan (a “covered person”), whether the basis of such proceeding is alleged action in an official capacity as a covered person, shall be indemnified and held harmless by us to the fullest extent permitted by applicable law, as then in effect, against all expense, liability and loss (including attorneys’ fees, costs, judgments, fines, ERISA excise taxes or penalties and amounts to be paid in settlement) reasonably incurred or suffered by such person in connection therewith, and such indemnification shall continue as to a person who ceased to be a covered person and shall inure to the benefit of his or her heirs, executors and administrators.

However, no indemnification shall be provided hereunder to any covered person to the extent that such indemnification would be prohibited by Wyoming state law or other applicable law as then in effect, nor, with respect to proceedings seeking to enforce rights to indemnification, shall we indemnify any covered person seeking indemnification in connection with a proceeding (or part thereof) initiated by such person except where such proceeding (or part thereof) was authorized by our board of directors, nor shall we indemnify any covered person who shall be adjudged in any action, suit or proceeding for which indemnification is sought, to be liable for any negligence or intentional misconduct in the performance of a duty.

SEC Policy on Indemnification for Securities Act liabilities

Insofar as indemnification for liabilities arising under the Securities Act ~~of 1933~~ may be permitted to directors, officers or persons controlling us pursuant to the foregoing provisions, we have been informed that in the opinion of the ~~Securities and Exchange Commission~~SEC, such indemnification is against public policy as expressed in the Securities Act and is therefore unenforceable.

56 Table of Contents

SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT

The following table and footnotes to it sets forth information regarding the number of shares of Common Stock beneficially owned by (i) each director and named executive officer of our Company, (ii) named executive officers, executive officers, and directors of the Company as a group, and (iii) each person known by us to be the beneficial owner of 5% or more of our issued and outstanding shares of Common Stock. The percentages reflect beneficial ownership immediately prior to, and immediately after, the completion of this offering. In calculating any percentage in the following table prior to offering of Common Stock beneficially owned by one or more persons named therein, the following table is based on 18,803,230 ~~[•]~~ shares of Common Stock, ~~and 10~~1,~~000~~666,~~000~~667 shares of Series A Preferred Stock and 807,668 shares of Series C Convertible Preferred Stock outstanding as of ~~[•] 2024~~February 16, 2026, and any shares of Common Stock, Series A Preferred Stock, and Series AC Convertible Preferred Stock the person has the right to acquire within 60 days of ~~[•] 2024~~February 16, 2026. Unless otherwise further indicated in the following table, the footnotes to it or elsewhere in this ~~report~~prospectus, the persons and entities named in the following table have sole voting and sole investment power concerning the shares set forth opposite the stockholder’s name, subject to community property laws, where applicable. Unless as otherwise indicated in the following table and the footnotes, our named executive officers and directors’ address in the following table is c/o ~~General~~CitroTech ~~Enterprise Ventures~~ Inc., ~~1740H~~6400 ~~Del~~S. ~~Range~~Fiddlers ~~Blvd~~Green Cir., Suite ~~166~~300, ~~Cheyenne~~Greenwood Village, ~~Wyoming~~Colorado ~~82009~~80111.

	Shares Beneficially Owned(2)
	Series A Preferred					Series C Preferred					Common					% of Total Voting
Name of Beneficial Owner(1)	Stock		% of Class			Stock		% of Class			Stock		% of Class(3)			Power(4)
Named Executive Officers and Directors
Joshua Ralston		10,000,000		100.0	%		-		-			5,000,000		6.6	%		99.3	%
John Costa		-		-			-		-			250,000	*			*
Jeffery Pomerantz		-		-			-		-			250,000	*			*
All Executive Officers and Directors as a group (3 persons)		10,000,000		100.0	%		-		-			5,500,000		6.6	%		100	%
5% or More Stockholders
TC Special Investments, Inc.(5)		-		-			1,200,000		47.1	%		24,000,000		31.5	%	*
Stephen Conboy(6)		-		-			800,000		31.4	%		3,900,000		5.1	%	*
CVC California LLC(7)		-		-			-		-			4,350,000		5.7	%	*

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57 Table of Contents

	Shares Beneficially Owned⁽²⁾
	Series A Preferred					Series C Preferred					Common Stock					% of Total Voting
Name of Beneficial Owner⁽¹⁾	Shares		%⁽³⁾			Shares		%⁽³⁾			Shares		%⁽³⁾			Power ⁽⁴⁾
Named Executive Officers and Directors
Wesley Bolsen		-		-			6,583	*				22,499	*			*
Theodore Ralston		1,364,141		81.8	%		13,334		1.7	%		2,907,858		15.4	%		81.1	%
Anthony Newton		-		-			50,000		6.2	%		166,667	*			*
Andrew Hotsko		-		-			3,334	*				16,671	*			*
Craig Huff		302,526		18.2	%		95,674		11.8	%		4,113,361		20.1	%		18.2	%
Joshua Ralston		-		-			-	*				583,334		3.1	%	*
Jeffery Pomerantz		-		-			-	*				41,667	*			*
Lorenza Calinawan		-		-			-	*				-	*			*

All Executive Officers and Directors as a group (9 persons) ⁽⁶⁾		1,666,667		100.0	%		222,931		26.3	%		9,938,753		48.7	%		81.1	%

5% or More Stockholders
None
Theodore Ralston ⁽⁵⁾		1,364,141		81.8	%		13,334		1.7	%		2,907,858		15.4	%		81.1	%
Stephen Conboy⁽⁶⁾		-		-			667	*				2,486,670		13.2	%	*
BoltRock Holdings LLC ⁽⁹⁾		302,526		18.2	%		95,674		11.8	%		4,113,361		20.1	%		18.2	%

	*	Less than 1%
	(1)	Unless as otherwise indicated in the following table and the footnotes, our named executive officers and directors’ address in the following table is c/o General Enterprise Ventures, Inc., 1740H Del Range Blvd, Suite 166, Cheyenne, Wyoming 82009.
	(2)	Under Rule 13d-3 of the Exchange Act, a beneficial owner of a security includes any person who, directly or indirectly, through any contract, arrangement, understanding, relationship, or otherwise has or shares: (i) voting power, which includes the power to vote, or to direct the voting of shares; and (ii) investment power, which includes the power to dispose or direct the disposition of shares. Certain shares may be deemed to be beneficially owned by more than one person (if, for example, persons share the power to vote or dispose of the shares). In addition, shares are deemed to be beneficially owned by a person if the person has the right to acquire the shares (for example, upon exercise of an option) within 60 days of the date as of which the information is provided. In computing the percentage ownership of any person, the amount of shares outstanding is deemed to include the number of shares beneficially owned by such person (and only such person) because of these acquisition rights. As a result, the percentage of outstanding shares of any person as shown in the above table does not necessarily reflect the person’s actual ownership or voting power concerning the number of shares of Common Stock outstanding on the date of this filing.
	(3)	In calculating any percentage in the following table of Common Stock beneficially owned by one or more persons named therein, the following table is based on _____shares of Common Stock as of the filing date of this registration statement and any shares of Common Stock the person has the right to acquire within the 60 days following the date of this filing.
	(4)	Percentage of total voting power with respect to all shares of our Series A preferred stock and common stock, as a single class. The holders of our Series A preferred stock are entitled to one thousand (1,000) votes per share and holders of our common stock are entitled to one (1) vote per share.
	(5)	TC Special Investments, Inc., has sole dispositive and voting power with respect to all shares. The address of TC Special Investments, Inc. is c/o General Enterprise Ventures, Inc., 1740H Del Range Blvd, Suite 166, Cheyenne, Wyoming 82009.
	(6)	Stephen Conboy has sole dispositive and voting power with respect to all shares. Stephen Conboy address is c/o General Enterprise Ventures, Inc., 1740H Del Range Blvd, Suite 166, Cheyenne, Wyoming 82009.
	(7)	Based on information reported on our transfer agent report for shareholder information, CVC California LLC stated address is 525 Okeechobee Blvd, Ste 1050, West Palm Beach, FL 33401. The Company does not know who has dispositive and voting power with respect to shares owned by CVC California LLC.

_______________

	*	Less than 1%
	⁽¹⁾	Under Rule 13d-3 of the Exchange Act, a beneficial owner of a security includes any person who, directly or indirectly, through any contract, arrangement, understanding, relationship, or otherwise has or shares: (i) voting power, which includes the power to vote, or to direct the voting of shares; and (ii) investment power, which includes the power to dispose or direct the disposition of shares. Certain shares may be deemed to be beneficially owned by more than one person (if, for example, persons share the power to vote or dispose of the shares). In addition, shares are deemed to be beneficially owned by a person if the person has the right to acquire the shares (for example, upon exercise of an option) within 60 days of the date as of which the information is provided. In computing the percentage ownership of any person, the amount of shares outstanding is deemed to include the number of shares beneficially owned by such person (and only such person) because of these acquisition rights. As a result, the percentage of outstanding shares of any person as shown in the above table does not necessarily reflect the person’s actual ownership or voting power concerning the number of shares of Common Stock outstanding on the date of this filing.
	⁽²⁾	In calculating any percentage in this table of Common Stock beneficially owned by one or more persons named therein, the table prior to this offering is based on 25,088,223 shares of Common Stock as of the filing date of this registration statement and any shares of Common Stock the person has the right to acquire within the 60 days following the date of this filing.
	⁽³⁾	Percentage of total voting power with respect to all shares of our Series A Preferred Stock and Common Stock, voting together as a single class, prior to the completion of this offering and an offering of 1,500,000 common shares. The holders of our Series A Preferred Stock are entitled to one thousand (1,000) votes per share and holders of our Common Stock are entitled to one (1) vote per share.
	⁽⁴⁾	Consists of 1,361,510 shares of Common Stock, 2,900,501 common shares issuable upon conversion of Series C Convertible Preferred Stock, and 266,988 common shares issuable upon conversion of debt.
	⁽⁵⁾	Total beneficial common share ownership consists of 159,653 common shares held directly by Theodore Ralston, 393,522 common shares held by Janis Ralston, and 75,000 common shares held by TC Special Investments LLC, 1,364,141 shares of Series A Preferred Stock held by TC Special Investments, LLC, 2,166,667 shares of Common Stock issuable upon conversion of 650,000 shares of Series C Convertible Preferred Stock, and 266,988 common shares from conversion of debt. Janis Ralston is the wife of Theodore Ralston. Theodore Ralston has sole dispositive and voting power with respect to all shares held by TC Special Investments, LLC. The address of Theodore Ralston, Janis Ralston, and TC Special Investments, LLC is c/o CitroTech Inc., 6400 S. Fiddlers Green Cir., Suite 300, Greenwood Village, Colorado 80111.
	⁽⁶⁾	Stephen Conboy has sole dispositive and voting power with respect to all shares. Total beneficial common share ownership consists of 650,000 common shares and 451,400 shares of Common Stock issuable upon conversion of 135,420 shares of Series C Convertible Preferred Stock.
	⁽⁷⁾	Based on information reported on our transfer agent report for shareholder information, BoltRock Holdings LLC stated address is 712 5th Ave 22nd FL New York, NY 10019. Craig A. Huff has a controlling interest in BoltRock Holdings LLC and has dispositive and voting power with respect to the interests. Total beneficial common share ownership consists of 250,000 common shares and 2,396,690 shares of Common Stock issuable upon conversion of 719,007 shares of Series C Convertible Preferred Stock, 833,333 common shares from conversion of debt and 416,667 common shares from warrants.
	⁽⁸⁾	Based on information reported on our transfer agent report for shareholder information, Equus Total Return, Inc stated address is 700 Louisiana Street, 43rd Floor, Houston, TX 77002. John A. Hardy has a controlling interest in Equus Total Return, Inc and has dispositive and voting power with respect to the interests. Total beneficial common share ownership consists of 625,000 common shares from conversion of debt and 312,500 shares from warrants.
	⁽⁹⁾	Based on information reported on our transfer agent report for shareholder information, CVC California LLC stated address is 525 Okeechobee Blvd, Ste 1050, West Palm Beach, FL 33401. The Company does not know who has dispositive and voting power with respect to shares owned by CVC California LLC.
	⁽¹⁰⁾	Robert Dailey has sole dispositive and voting power with respect to all shares. Mr. Dailey’s address is c/o CitroTech Inc., 6400 S. Fiddlers Green Cir., Suite 300, Greenwood Village, Colorado 80111.

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Changes in Control

There are no arrangements known to us the operation of which may at a subsequent date result in a Change in Control of the Company.

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CERTAIN RELATIONSHIPS AND RELATED PARTY TRANSACTIONS AND DIRECTOR INDEPENDENCE

~~For~~Unless described below, during the ~~year~~last ~~ended~~two ~~December~~fiscal 31years, ~~2022~~there were no transactions or series of similar transactions to which we were a party or will be a party, in which:

In March 2022, our former officer forgave $9,355 in accrued salary and the Company recognized it as additional paid-in-capital.

	•	the amounts involved exceed or will exceed $120,000; and

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

InDuring ~~June~~the ~~2022~~nine months ended September 30, 2025 and the ~~Company~~fiscal ~~issued~~years 70ended December 31,~~000~~ 2024 and 2023,~~000~~ ~~restricted~~the ~~stock~~following ~~awards~~related asparties, ~~performance~~had ~~incentive~~transactions towith ~~Joshua~~the ~~Ralston~~Company, ~~valued~~after atgiving ~~$2,100,000.~~effect to the Reverse Stock Split:

In April 2022, a related party company forgave a loan payable of $301,175 in exchange for the return of digital asset equipment with a value of $276,379 and digital currency intangible assets of 26,825, resulting in a loss of disposition of $2,030.

Related Party		Nature of Relationship to the Company
TC Special Investments, LLC		An Ohio Limited Liability Company – more than ten percent shareholder
Theodore Ralston		Director, President, Chief Executive Officer from April 1, 2025 and Owner of TC Special Investments, LLC
Joshua Ralston		President, Chief Executive Officer, Chief Financial officer, Secretary and Chairman of the Board of Directors
MFB Enterprises LLC		A California limited liability company owned by Stephen Conboy
Stephen Conboy		Chief Technology Officer from April 1, 2025
Nanuk Warman		Chief Financial Officer and Secretary from April 1, 2025
Anthony Newton		General Counsel from April 1, 2025
BoltRock Holding LLC		A Delaware limited liability company – Beneficial Shareholder

In the year of 2022, TC Special Investments, LLC, a 5% stockholder of the Company, advanced to the Company an amount of $784,484 for working capital purpose and paid operating expenses of $108,569 on behalf of the Company.

In the year of 2022, the Company repaid $55,720 owing to the loan payable to TC Special Investments, LLC.

In the year of 2022, the Company paid sales commission fees of $91,500 to Stephen Conboy.

In the year of 2022, the Company paid consulting fees of $126,500 to MFB CA.

For the year ended December 31, 2023:

In September 2023, the Company ~~granted~~issued ~~250~~1,200,000 shares of ~~Common~~Series C Convertible Preferred Stock ~~for~~as consulting services to ~~John~~TC ~~Costa~~Special Investments, ~~independent director~~LLC, valued at $908,640,000.

InDuring ~~September~~the year ended December 31, 2023, ~~the~~TC ~~Company~~Special ~~granted~~Investments, ~~250~~LLC,~~000~~ ~~shares~~advanced ofto ~~Common~~the ~~Stock~~Company ~~for~~an ~~services~~amount toof ~~Jeffery Pomerantz~~$307,500 ~~independent~~for ~~director~~working capital purpose, ~~valued~~and atpaid operating expenses of $90246,~~000~~425 on behalf of the Company.

InDuring ~~September~~the year ended December 31, 2023, the Company ~~issued~~repaid 1$125,~~200,~~000 ~~shares~~owing ofto ~~Convertible~~the ~~Series~~loan Cpayable ~~Preferred Stock as consulting services~~ to TC Special Investments, LLC~~, valued at $8,640,000~~.

InDuring the year ended December 31, 2023, the Company paid commission fees of $186,500 to Stephen Conboy.

InDuring the year ended December 31, 2023, the Company paid consulting and royalty fees of $150,500 to MFB CAEnterprises LLC.

InDuring the year ~~2023,~~ended TCDecember ~~Special Investments~~31, ~~LLC~~2023, ~~advanced~~companies tocontrolled ~~the~~by ~~Company~~Nanuk anWarman ~~amount~~were ofpaid ~~$307,500~~accounting ~~for working capital purpose,~~ and ~~paid~~consulting ~~operating~~fees ~~expenses~~ of $~~246~~37,~~425 on behalf of the Company~~260.

InDuring the year ended December 31, 2023, ~~the~~a ~~Company~~company ~~repaid~~controlled ~~$125,000~~by ~~owing~~Anthony toNewton ~~the~~was ~~loan~~paid ~~payable~~legal toand TCconsulting ~~Special~~fees ~~Investments,~~of ~~LLC~~$48,952.

~~For~~70 ~~the~~Table ~~six~~of ~~months ended June 30, 2024:~~Contents

InFor ~~January 2024,~~ the year ~~Company~~ended ~~paid~~December ~~management fees of $25~~31,~~000~~ ~~to Joshua Ralston.~~2024:

In March ~~2023~~2024, ~~Joshua~~ Ralston cancelled 6510,~~000~~833,~~000~~334 of the 7011,~~000~~666,~~000~~667 restricted stock awards issued in June 2022.

InDuring ~~April~~the year ended December 31, 2024, the Company repaid $60330,000 owing to the loan payable to TC Special Investments, LLC.

InDuring ~~June~~the year ended December 31, 2024, TC Special Investments, LLC, paid operating expenses of $26,~~180~~495 on behalf of the Company.

~~For~~In ~~the~~November ~~six month period in~~ 2024, the Company ~~paid~~repaid ~~commission~~$410,880 ~~fees~~owing ofto ~~$132,000~~the loan payable to ~~Stephen~~Theodore ~~Conboy~~Ralston.

~~For~~On ~~the~~December ~~six~~31, ~~month period in~~ 2024, the Company ~~paid~~issued ~~consulting~~a ~~fees~~convertible note of $52576,~~000~~693, to ~~MFB~~TC CASpecial Investments, LLC, in exchange for the amount due to related party. The convertible note has a term of twelve (12) months, at an interest rate of 10% per annum. The outstanding principal amount of convertible notes and unpaid interest is convertible at a fixed conversion price of $2.16.

~~Issued~~For ~~20,000~~the ~~shares~~year ofended ~~Convertible~~December ~~Series~~31, C2024, ~~Preferred~~the ~~Stock~~Company ~~for~~paid ~~services~~commission tofees ~~one~~of ~~(1) MFB Ohio advisory board member~~$245,571 ~~valued~~to atStephen ~~$348,000~~Conboy.

~~Issuance~~For ~~1,250,000~~the ~~shares~~year ofended ~~Common~~December ~~Stock~~31, ~~for~~2024, ~~services~~the toCompany ~~five~~paid ~~(5)~~consulting ~~MFB~~and ~~Ohio~~royalty ~~advisory~~fees ~~board~~of ~~members~~$97,000 ~~valued~~to atMFB ~~$1,074,750~~Enterprises LLC.

AsDuring ofthe ~~June~~year 30ended December 31, 2024, ~~amounts~~companies ~~owing~~controlled toby TCNanuk ~~Special~~Warman ~~Investments~~were ~~LLC~~paid accounting and ~~the~~consulting ~~sole~~fees ~~owner~~ of ~~TC Special Investments LLC, was~~ $1106,~~251,257~~116. ~~The amounts owing are unsecured, without interest and due on demand.~~

59During ~~Table~~the year ended December 31, 2024, a company controlled by Anthony Newton was paid legal and consulting fees of ~~Contents~~$102,755.

For the nine months ended September 30, 2025:

In February 2025, the Company issued 150,000 shares of Series C Convertible Preferred Stock as consulting services to TC Special Investments, LLC, valued at $2,103,600.

In February 2025, the Company entered into one (1) subscription agreement for convertible notes ($2,000,000) and warrants (416,667 shares of common stock) with BoltRock Holding LLC. The convertible notes have a term of twelve (12) months, at an interest rate of 10% per annum and warrants are with a term of five (5) years, at exercise price of $3.00 per share. The outstanding principal amount of convertible notes and unpaid interest is convertible at a fixed conversion price of $2.40. The obligations of the Company under the convertible note are secured by a pledge of the Company’s membership interests in MFB Ohio. In the event of a default, BoltRock Holding LLC could proceed against the equity of MFB Ohio pledged to collateralize the convertible note. MFB Ohio owns the Company’s intellectual property portfolio.

For the nine months ended September 30, 2025, the Company paid commission fees of $56,290 to Stephen Conboy.

For the nine months ended September 30, 2025, the Company paid consulting and royalty fees of $21,600 to MFB Enterprises LLC.

During the three months ended September 30, 2025, companies controlled by Nanuk Warman were paid accounting and consulting fees of $181,572.

During the three months ended September 30, 2025, a company controlled by Anthony Newton was paid legal and consulting fees of $75,970.

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DESCRIPTION OF SECURITIES

Common Stock

We are authorized to issue 1,000,000,000 shares of Common Stock, par value $0.0001 ~~par~~per ~~value~~share. The holders of shares of our Common Stock are entitled to one vote for each share held of record on all matters submitted to a vote of stockholders. The holders of Common Stock are entitled to equal dividends and distributions, with respect to the Common Stock when, as, and if declared by the Board of Directors from funds legally available for such dividends. No holder of Common Stock has any preemptive right to subscribe for any of our stock nor are any shares subject to redemption. Upon our liquidation, dissolution, or winding up, and after payment of creditors and any amounts payable to senior securities, the assets will be divided pro rata on a share-for-share basis among the holders of the shares of Common Stock.

No holder of shares of ~~stock~~Common Stock of the Company shall be entitled as of right to purchase or subscribe for any part of any unissued stock of the Company or of any new or additional authorized stock of the Company of any class whatsoever, or any issue of securities of the Company convertible into stock, whether such stock or securities be issued for money or consideration other than money or by way of dividend, but any such unissued stock or such new or additional authorized stock or such securities convertible into stock may be issued and disposed of to such persons, firms, corporations and associations, and upon such terms as may be deemed advisable by the Board of Directors without offering to stockholders then of record or any class of stockholders any thereof upon the same terms or upon any terms.

We have never paid any dividends to stockholders of our Common Stock. The declaration in the future of any cash or stock dividends will depend upon our capital requirements and financial position, general economic conditions, and other pertinent factors. We presently intend not to pay any cash or stock dividends in the foreseeable future. Management intends to reinvest earnings, if any, in the development and expansion of our business. No dividend may be paid on the Common Stock until all preferred stock dividends are paid in full.

Preferred Stock

We are authorized to issue 1530,000,000 shares of preferred stock, par value $0.0001 ~~par~~per ~~value~~share.

The powers, preferences, rights, qualifications, limitations, and restrictions pertaining to the preferred stock, or any series thereof, shall be such as may be fixed, from time to time, by the Stockholders and the Board of Directors.

Series A Preferred Stock

We have designated 10,000,000 shares of preferred stock as the Series A Preferred Stock ~~with a par value of $0~~.~~0001~~ ~~per share.~~ Currently, ~~Joshua~~Theodore Ralston, ~~who is~~ our President, Chief Executive ~~officer, Chief Financial~~ Officer and Chairman of the Board of Directors, ~~owns all 10~~holds 1,~~000~~364,~~000~~ 141 shares of ~~the~~ Series A Preferred Stock.

The holders of the Series A Preferred Stock are not entitled to receive any dividends. The holders of the Series A Preferred Stock are not entitled to a liquidation preference. The shares of the Series A Preferred Stock may not be redeemed without the consent of the holders of the Series A Preferred Stock. The holders of the Series A Preferred Stock are not entitled to preemptive rights or subscription rights.

At any annual or special ~~meeting~~meetings of stockholders of the Company or action by written consent of stockholders, each share of Series A Preferred Stock outstanding shall be entitled to 1,000 votes on all matters submitted to the stockholders of Common Stock, voting together as a single class. Holders of shares of Series A Preferred Stock do not have cumulative voting rights. This aspect means that a holder of a single share of Series A Preferred Stock cannot cast more than one vote for each position to be filled on the Board of Directors.

The Company will not, by amendment of the Articles of Incorporation or through any reorganization, transfer of assets, consolidation, merger, dissolution, issuance or sale of securities, or any other voluntary action, avoid or seek to avoid the observance or performance of any of the terms to be observed or performed hereunder by the Company, but will at all times in good faith assist in the carrying out of all the provisions of ~~this~~the Articles of Incorporation and in the taking of all such action as may be necessary or appropriate to protect the rights of the holders of the Series A Preferred Stock against impairment.

So long as any shares of Series A Preferred Stock are outstanding, the Company shall not, without first obtaining the approval (by vote or written consent as provided by the Wyoming Business Corporations Act) of the ~~Holders~~holders of at least a majority of the then outstanding shares of Series A Preferred Stock: (a) alter or change the rights, preferences or privileges of the Series A Preferred Stock; (b) alter or change the rights, preferences or privileges of any capital stock of the Company so as to ~~affect~~ adversely affect the Series A Preferred Stock; (c) increase the authorized number of shares of Series A Preferred Stock; or (d) authorize or issue any shares of senior securities.

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Series C Convertible Preferred Stock

We have designated 510,000,000 shares of preferred stock as the Series C Convertible Preferred Stock ~~with a par value of $0~~.~~0001 per share.~~

The holders of the Series C Convertible Preferred Stock are not entitled to receive any dividends. The holders of the Series C Convertible Preferred Stock are not entitled to a liquidation preference. The shares of the Series C Convertible Preferred Stock may not be redeemed without the consent of the holders of the Series C Convertible Preferred Stock. The holders of the Series C Convertible Preferred Stock are not entitled to vote. The holders of the Series C Convertible Preferred Stock are not entitled to preemptive rights or subscription rights.

60The ~~Table~~Company will not, by amendment of ~~Contents~~the Articles of Incorporation or through any reorganization, transfer of assets, consolidation, merger, dissolution, issuance or sale of securities, or any other voluntary action, avoid or seek to avoid the observance or performance of any of the terms to be observed or performed hereunder by the Company, but will at all times in good faith assist in the carrying out of all the provisions of the Articles of Incorporation and in the taking of all such action as may be necessary or appropriate to protect the rights of the holders of the Series C Convertible Preferred Stock against impairment.

~~The~~So ~~Company~~long ~~will~~as ~~not,~~any byshares ~~amendment~~ of ~~the~~Series ~~Articles~~C ofConvertible ~~Incorporation~~Preferred orStock ~~through~~are ~~any reorganization~~outstanding, ~~transfer~~the ofCompany ~~assets,~~shall ~~consolidation~~not, ~~merger,~~without ~~dissolution,~~first ~~issuance~~obtaining orthe ~~sale~~approval of(by ~~securities,~~vote or ~~any~~written ~~other~~consent ~~voluntary~~as ~~action,~~provided ~~avoid~~by orthe ~~seek~~Wyoming toBusiness ~~avoid~~Corporations ~~the~~Act) ~~observance~~of orthe ~~performance~~holders of ~~any~~at least a majority of the ~~terms~~then tooutstanding beshares ~~observed~~of orSeries ~~performed~~C ~~hereunder~~Convertible byPreferred Stock: (a) alter or change the ~~Company~~rights, ~~but~~preferences ~~will~~or atprivileges ~~all~~of ~~times~~the inSeries ~~good~~C ~~faith~~Convertible ~~assist~~Preferred inStock; ~~the~~(b) ~~carrying~~alter ~~out~~or ofchange ~~all~~ the ~~provisions~~rights, ofpreferences ~~this~~or ~~Articles~~privileges of ~~Incorporation~~any ~~and~~capital instock ~~the taking~~ of ~~all~~the ~~such~~Company ~~action~~so as ~~may~~to beadversely ~~necessary~~affect orthe ~~appropriate~~Series toC ~~protect~~Convertible ~~the~~Preferred ~~rights~~Stock; of(c) increase the ~~holders~~authorized number of ~~the~~shares of Series C Convertible Preferred Stock; ~~against~~or ~~impairment~~(d) authorize or issue any shares of senior securities.

SoEach ~~long~~share ~~as any shares~~ of Series C Convertible Preferred Stock ~~are~~ outstanding, ~~the Company~~ shall ~~not~~be convertible, ~~without~~at ~~first obtaining~~ the ~~approval~~option ~~(by~~of ~~vote~~the orholder ~~written~~thereof, ~~consent~~at asany ~~provided~~time byand ~~the~~from ~~Wyoming~~time ~~Business~~to ~~Corporations~~time, ~~Act)~~and ofwithout the ~~Holders~~payment of atadditional ~~least~~consideration aby ~~majority~~the ofholder ~~the~~thereof, ~~then~~into ~~outstanding~~20 shares of(after the Reverse Stock Split, Series C Convertible Preferred Stock: ~~(a)~~shall ~~alter~~be orconvertible ~~change~~into ~~the~~approximately ~~rights,~~3.34 ~~preferences~~shares) ~~or privileges~~ of the ~~Series~~Common CStock ~~Convertible~~of ~~Preferred~~the ~~Stock;~~Company (b)the ~~alter~~“Conversion orRatio”). ~~change~~Such ~~the~~Conversion ~~rights~~Ratio, ~~preferences~~and orthe ~~privileges~~rate ofat ~~any~~which ~~capital~~shares ~~stock~~ of ~~the~~Series ~~Company~~C soConvertible asPreferred toStock ~~affect~~may ~~adversely~~be ~~the~~converted ~~Series~~into Cshares ~~Convertible~~of ~~Preferred~~Common Stock;, ~~(c)~~shall ~~increase~~be ~~the~~subject ~~authorized~~to ~~number~~certain ofadjustments ~~shares~~as ofprovided ~~Series~~in Cthe ~~Convertible~~certificate ~~Preferred~~of ~~Stock;~~designation orand ~~(d)~~preferences ~~authorize~~of orthe ~~issue~~Series ~~any~~C ~~shares~~Convertible ofPreferred ~~senior securities~~Stock.

~~Each~~Certain ~~share~~Provisions of ~~Series~~Wyoming CLaw ~~Convertible Preferred Stock outstanding as such time shall be convertible, at the option of the holder thereof, at any time~~ and ~~from time to time, and without the payment~~ of ~~additional~~our ~~consideration~~Articles ~~by the holder thereof, into 20 shares~~ of ~~the~~Incorporation ~~Common Stock of the Company (the “Conversion Ratio”). Such Conversion Ratio,~~ and the rate at which shares of Series C Convertible Preferred Stock may be converted into shares of Common Stock, shall be subject to certain adjustments as provided in the certificate of designation and preferences of the Series C Convertible Preferred Stock.Bylaws

The following summary of certain provisions of the Wyoming Business Corporations Act (referred to as the WBCA) and of our Articles of Incorporation and Bylaws does not purport to be complete and is subject to and qualified in its entirety by reference to the WBCA and our Articles of Incorporation and Bylaws.

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Our Board of Directors

Our Bylaws provide that the number of our directors will be fixed from time to time by the vote of the majority of directors then in office, or by the vote of holders of shares representing a majority of the voting power at any annual meeting, or any special meeting called for such purpose. Our Articles of Incorporation and Bylaws provide that, subject to applicable law, the rights, if any, of holders of any series of preferred stock and the rights of stockholders to fill any vacancy, except for a vacancy created by the removal of a director, the vacancies that result from newly created directorships resulting from any increase in the authorized number of directors, and any vacancies in the board of directors resulting from death, resignation, retirement, disqualification, removal from office or other cause may be filled by a majority of the remaining directors, or, if the number of directors then in office is less than a quorum, by (1) the unanimous written consent of the directors then in office; (2) the affirmative vote of a majority of the directors then in office at a meeting held; or (3) a sole remaining director. A vacancy in the Board of Directors created by the removal of a director may only be filled by the vote of a majority of the shares entitled to vote represented at a duly held meeting at which a quorum is present or by the unanimous written consent of all shares entitled to vote.

Pursuant to our Bylaws, each member of our board of directors who is elected at our annual meeting of our stockholders, and each director who is elected in the interim to fill vacancies and newly created directorships, will hold office until the next annual meeting of our stockholders and until his or her successor is elected and qualified. Pursuant to our Bylaws, directors will be elected by a majority of votes cast by the shares present in person or by proxy at a meeting of stockholders and entitled to vote thereon, a quorum being present at such meeting.

Removal of Directors

Our Bylaws provide that, the entire Board of Directors, or an individual director, may be removed from office and the remaining members of the Board of Directors may elect a successor director to fill such vacancy for the remaining unexpired term of the director so removed. However, no director may be removed when the votes cast against removal would be sufficient to elect such director if voted cumulatively at an election at which the same total number of votes were cast (or, if such action is taken by written consent, all shares entitled to vote, were voted) and the entire number of directors authorized at the time of the director’s most recent election were then being elected; and when by the provisions of the Articles of Incorporation the holders of the shares of any class or series voting as a class or series are entitled to elect one or more directors, any director so elected may be removed only by the applicable vote of the holders of the shares of that class or series.

Meetings of Stockholders

Pursuant to our Bylaws, an annual meeting of our stockholders for the purpose of the election of directors and the transaction of any other business will be held on a date and at the time and place, if any, determined by our board of directors. Each of our directors is elected by our stockholders to serve until the next annual meeting and until his or her successor is duly elected and qualified. In addition, our board of directors, the chairman of our board of directors, the President, or by one or more Stockholders holding shares in the aggregate entitled to cast not less than 10% of the votes at any such meeting, may call a special meeting of our stockholders for any purpose, but business transacted at any special meeting of our stockholders shall be limited to the purposes stated in the notice of such meeting. In addition, we will be required to hold a special election meeting under the circumstances described above under “Removal of Directors.”

Articles of Incorporation Amendments

Unless a higher vote is required by its governing documents, the affirmative vote of a majority of the outstanding stock entitled to vote is required to amend a Wyoming corporation’s Articles of Incorporation. However, amendments which make changes relating to the capital stock by increasing or decreasing the par value or the aggregate number of authorized shares of a class, or by altering or changing the powers, preferences or special rights of a class so as to affect them adversely, also require the affirmative vote of a majority of the outstanding shares of such class, even though such class would not otherwise have voting rights.

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Bylaw Amendments

Our board of directors has the power to amend, modify or repeal our Bylaws or adopt any new provision authorized by the laws of the State of Wyoming in force at such time, provided, however, that the Stockholders entitled to vote with respect thereto may alter, amend or repeal Bylaws made by the Board of Directors, except that the Board of Directors shall have no power to change the quorum for meetings of Stockholders or of the Board of Directors or to change any provisions of the Bylaws with respect to the removal of directors or the filling of vacancies in the Board resulting from the removal by the Stockholders.

Amendment by Stockholders

All Bylaws of the Company shall be subject to alteration or repeal, and new Bylaws may be made by the affirmative vote of Stockholders of record holding in the aggregate at least a majority of the outstanding shares of stock entitled to vote in the election of directors at any annual or special meeting of Stockholders, provided that the notice or waiver of notice of such meeting shall have summarized or set forth in full therein, the proposed amendment.

Advance Notice of Director Nominations and New Business

Our Bylaws provide that, with respect to an annual meeting of stockholders, nominations of individuals for election to our board of directors and the proposal of other business to be considered by our stockholders at an annual meeting of stockholders may be made only (1) pursuant to our notice of the meeting, (2) by or at the direction of our board of directors or (3) by a stockholder who was a stockholder of record both at the time such stockholder gives us the requisite notice of such nomination or business and at the time of the meeting, who is entitled to vote at the meeting and who has complied with the notice procedures set forth in our Bylaws, including a requirement to provide certain information about the stockholder and its affiliates and the nominee or business proposal, as applicable.

With respect to special meetings of stockholders, only the business specified in our notice of meeting may be brought before the meeting. Nominations of persons for election to our board of directors may be made at a special meeting of stockholders at which directors are to be elected only (1) by or at the direction of our board of directors or (2) provided that our board of directors has determined that a purpose of the special meeting is to elect directors, by a stockholder who was a stockholder of record both at the time such stockholder gives us the requisite notice of such nomination or business and at the time of the special meeting, who is entitled to vote at the meeting and upon such election and who has complied with the notice procedures set forth in our Bylaws, including a requirement to provide certain information about the stockholder and its affiliates and the nominee.

Anti-Takeover Provisions

The Wyoming Business Corporation Law contains a provision governing “Acquisition of Controlling Interest.” This law provides generally that any person or entity that acquires 20% or more of the outstanding voting shares of a publicly-held Wyoming corporation in the secondary public or private market may be denied voting rights with respect to the acquired shares, unless a majority of the disinterested stockholders of the corporation elects to restore such voting rights in whole or in part. The control share acquisition act provides that a person or entity acquires “control shares” whenever it acquires shares that, but for the operation of the control share acquisition act, would bring its voting power within any of the following three ranges: (1) 20 to 33 1/3%, (2) 33 1/3 to 50%, or (3) more than 50%. A “control share acquisition” is generally defined as the direct or indirect acquisition of either ownership or voting power associated with issued and outstanding control shares. The stockholders or board of directors of a corporation may elect to exempt the stock of the corporation from the provisions of the control share acquisition act through adoption of a provision to that effect in the Articles of Incorporation or Bylaws of the corporation. Our Articles of Incorporation and Bylaws do not exempt our common stock from the control share acquisition act. The control share acquisition act is applicable only to shares of “Issuing Corporations” as defined by the act. An Issuing Corporation is a Wyoming corporation, which; (1) has 200 or more stockholders, with at least 100 of such stockholders being both stockholders of record and residents of Wyoming; and (2) does business in Wyoming directly or through an affiliated corporation.

At this time, we do not have 100 stockholders of record who are also residents of Wyoming. Therefore, the provisions of the control share acquisition act do not apply to acquisitions of our shares and will not until such time as these requirements have been met. At such time as they may apply to us, the provisions of the control share acquisition act may discourage companies or persons interested in acquiring a significant interest in or control of the Company, regardless of whether such acquisition may be in the interest of our stockholders.

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Our Articles of Incorporation, Bylaws and Wyoming law contain provisions that may delay or prevent a transaction or a change in control of us that might involve a premium paid for shares of our Common Stock or otherwise be in the best interests of our stockholders, which could adversely affect the market price of our Common Stock. Certain of these provisions are described below.

Selected anti-takeover provisions of our Articles of Incorporation and Bylaws. Our Articles of Incorporation and/or Bylaws contain anti-takeover provisions that:

	·	authorize our Board of Directors, without further action by the stockholders, to issue up to 30,000,000 shares of preferred stock in one or more series, and with respect to each series, to fix the number of shares constituting that series, the powers, rights, and preferences of the shares of that series, and the qualifications, limitations and restrictions of that series;
	·	specify that special meetings of our stockholders can be called only by our board of directors, the chairman of our board of directors, our president, or holders of a majority of the total voting power of all outstanding shares of our capital stock;
	·	provide that our Bylaws may be amended by our board of directors without stockholder approval;
	·	provide that no director may be removed when the votes cast against removal would be sufficient to elect such director if voted cumulatively at an election at which the same total number of votes were cast;
	·	provide that the board of directors is divided into three classes. The members of each class are elected for a term of three years and only one class of directors is elected annually. Thus, it would generally take at least two annual elections to replace a majority of the board of directors;
	·	provide that vacancies on our board of directors or newly created directorships resulting from an increase in the number of our directors may be filled only by a vote of a majority of directors then in office, or, if the number of directors then in office is less than a quorum, by (1) the unanimous written consent of the directors then in office, (2) the affirmative vote of a majority of the directors then in office, or (3) a sole remaining director;
	·	provide that, subject to the express rights, if any, of the holders of any series of preferred stock, any amendment, modification, or repeal of, or the adoption of any new or additional provision, inconsistent with our Articles of Incorporation provisions relating to the removal of directors and the vote of our stockholders required to amend our Bylaws, requires the affirmative vote of the holders of majority of the voting power of our capital stock entitled to vote generally in the election of directors;
	·	provide that the stockholders may amend, modify, or repeal our Bylaws, or adopt new or additional provisions of our Bylaws, only with the affirmative vote of majority of the voting power of our capital stock entitled to vote generally; and
	·	establish advance notice procedures for stockholders to submit nominations of candidates for election to our board of directors and other proposals to be brought before a stockholders meeting.

Business Combinations under Wyoming Law. The Wyoming “Combination with Interested Stockholders Statute” may also have an effect of delaying or making it more difficult to effect a change in control of the Company. This statute prevents an “interested stockholder” and a resident domestic Wyoming corporation from entering into a “combination,” unless certain conditions are met. The statute defines “combination” to include any merger or consolidation with an “interested stockholder,” or any sale, lease, exchange, mortgage, pledge, transfer or other disposition, in one transaction or a series of transactions with an “interested stockholder” having; (1) an aggregate market value equal to 5% or more of the aggregate market value of the assets of the corporation; (2) an aggregate market value equal to 5% or more of the aggregate market value of all outstanding shares of the corporation; or (3) representing 10% or more of the earning power or net income of the corporation.

An “interested stockholder” means the beneficial owner of 10% or more of the voting shares of a resident domestic corporation, or an affiliate or associate thereof. A corporation affected by the statute may not engage in a “combination” within three years after the interested stockholder acquires its shares unless the combination or purchase is approved by the board of directors before the interested stockholder acquired such shares. If approval is not obtained, then after the expiration of the three-year period, the business combination may be consummated with the approval of the board of directors or a majority of the voting power held by disinterested stockholders, or if the consideration to be paid by the interested stockholder is at least equal to the highest of: (1) the highest price per share paid by the interested stockholder within the three years immediately preceding the date of the announcement of the combination or in the transaction in which he became an interested stockholder, whichever is higher; (2) the market value per common share on the date of announcement of the combination or the date the interested stockholder acquired the shares, whichever is higher; or (3) if higher for the holders of preferred stock, the highest liquidation value of the preferred stock. The effect of Wyoming’s business combination law is to potentially discourage parties interested in taking control of the Company from doing so if they cannot obtain the approval of our board of directors.

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Limitation on Liability and Indemnification of Directors and Officers

Our Bylaws eliminate the personal liability of our directors for damages arising from a breach of their fiduciary duty as directors or officers involving any act or omission of any such directors or officers, provided, however, that the foregoing provision shall not eliminate or limit the liability of a director or officer (i) for acts or omissions which involve intentional misconduct, fraud or a knowing violation of law. Any repeal or modification of this Article by the stockholders of the Company shall be prospective only, and shall not adversely affect any limitation on the personal liability of a director of officer of the Company for acts or omissions prior to such repeal or modification. Our Bylaws require us to indemnify our directors and officers to the fullest extent permitted by Wyoming law, including in circumstances in which indemnification is otherwise discretionary under Wyoming law.

Under Wyoming law, we may indemnify our directors or officers or other persons who were, are or are threatened to be made, a named defendant or respondent in a proceeding because the person is or was our director, officer, employee or agent, if we determine that the person:

	·	conducted himself or herself in good faith;

	·	reasonably believed, in the case of conduct in his or her official capacity as our director or officer, that his or her conduct was in our best interests, and, in all other cases, that his or her conduct was at least not opposed to our best interests; and

	·	in the case of any criminal proceeding, had no reasonable cause to believe that his or her conduct was unlawful.

These persons may be indemnified against expenses, including attorney fees, judgments, fines, including excise taxes, and amounts paid in settlement, actually and reasonably incurred, by the person in connection with the proceeding. If the person is found liable to the Company, no indemnification shall be made unless the court in which the action was brought determines that the person is fairly and reasonably entitled to indemnity in an amount that the court will establish.

Insofar as indemnification for liabilities under the Securities Act may be permitted to directors, officers or persons controlling us pursuant to the above provisions, we have been informed that, in the opinion of the Commission, such indemnification is against public policy as expressed in the Securities Act and is, therefore, unenforceable. In the event that a claim for indemnification against such liabilities (other than the payment of expenses incurred or paid by a director, officer or controlling person in the successful defense of any action, suit or proceeding) is asserted by such director, officer or controlling person in connection with the securities being registered, we will, unless in the opinion of our counsel the matter has been settled by controlling precedent, submit to a court of appropriate jurisdiction the question whether such indemnification by us is against public policy as expressed in the Securities Act and will be governed by the final adjudication of such issue.

Authorized but Unissued Shares

Our authorized but unissued shares of common stock will be available for future issuance without your approval. We may use additional shares for a variety of purposes, including future offerings to raise additional capital, to fund acquisitions and as employee compensation. The existence of authorized but unissued shares of common stock could render it more difficult or discourage an attempt to obtain control of us by means of a proxy contest, tender offer, merger or otherwise.

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Transfer Agent

The transfer agent is Colonial Stock Transfer Company, Inc., 7840 S. 700 E, Sandy, UT 84070; telephone number is (801) 355-5740, and its website is www.colonialstock.com.

61MARKET ~~Table~~INFORMATION ofFOR ~~Contents~~COMMON STOCK AND DIVIDEND POLICY

~~DIVIDEND~~Market ~~POLICY~~Information

Our Common Stock is listed on the NYSE American under the symbol “CITR”. As of February 13, 2026, there were 744 holders of record of our Common Stock.

Dividend Policy

We have never declared or paid cash dividends on our capital stock. We currently intend to retain any future earnings for use in the operation of our business and do not intend to declare or pay any cash dividends in the foreseeable future. Any further determination to pay dividends on our capital stock will be at the discretion of our Board of Directors, subject to applicable laws, and will depend on our financial condition, results of operations, capital requirements, general business conditions, and other factors that our Board of Directors considers relevant.

62SECURITIES ~~Table~~ACT ofRESTRICTIONS ~~Contents~~ON RESALE OF COMMON STOCK

SHARES ELIGIBLE FOR FUTURE SALE

Sale of Restricted Securities

Upon consummation of this offering, we will have [•] shares of Common Stock outstanding. Of these shares, all shares sold in this offering will be freely tradable without further restriction or registration under the Securities Act, except that any shares purchased by our affiliates may generally only be sold in compliance with Rule 144, which is described below.

Rule 144

~~The~~Pursuant ~~shares~~to ofRule ~~our~~144 ~~Common~~under ~~Stock~~the ~~sold~~Securities inAct ~~this~~(“Rule ~~offering~~144”), ~~will~~a beperson ~~freely~~who ~~transferable~~has ~~without~~beneficially ~~restriction~~owned orrestricted ~~further~~shares ~~registration~~of ~~under~~our ~~the~~Common ~~Securities~~Stock ~~Act.~~for ~~Any~~at ~~shares~~least ofsix ~~our~~months ~~Common~~would ~~Stock~~be ~~held~~entitled byto ansell ~~“affiliate”~~their ofsecurities ~~ours~~provided ~~may~~that ~~not~~(i) besuch ~~resold~~person ~~publicly~~is ~~except~~not indeemed ~~compliance~~to ~~with~~have ~~the~~been ~~registration~~an ~~requirements~~affiliate ofat the ~~Securities~~time ~~Act~~of, or ~~under~~at anany ~~exemption~~time ~~under~~during ~~Rule~~the ~~144~~three ormonths ~~otherwise.~~preceding, ~~Rule~~a ~~144~~sale ~~permits~~and ~~our~~(ii) ~~Common~~we ~~Stock~~are ~~that~~subject ~~has~~to ~~been~~the ~~acquired~~Exchange byAct aperiodic ~~person~~reporting ~~who~~requirements isfor anat ~~affiliate~~least ofthree ~~ours,~~months orbefore ~~has~~the ~~been~~sale anand ~~affiliate~~has offiled ~~ours~~all ~~within~~required ~~the~~reports ~~three~~under ~~months~~Section of13 ~~the~~or ~~date~~15(d) of ~~sale,~~the toExchange beAct ~~sold~~during ~~into~~ the ~~market~~12 inmonths an(or ~~amount~~such ~~that~~shorter ~~does~~period ~~not~~as ~~exceed,~~it ~~during~~was ~~any~~required ~~three-month~~to ~~period,~~file ~~the~~reports) ~~greater~~preceding ~~of:~~the sale.

·Persons 1%who have beneficially owned restricted shares of our Common Stock for at least six months but who are affiliates at the ~~total~~time of, or at any time during the three months preceding, a sale would be subject to additional restrictions, by which such person would be entitled to sell within any three-month period only a number of ~~shares~~securities ofthat

Nine months ended

September 30,

Number of customers (more than 10% revenue)

Total revenue of top 5 customers