SecProbe.io

November 4, 2024
Joshua Ralston
Chief Executive Officer
General Enterprise Ventures, Inc.
1740H Del Range Blvd, Suite 166
Cheyenne, WY 82009
Re:General Enterprise Ventures, Inc.
Registration Statement on Form S-1
Filed October 11, 2024
File No. 333-282611
Dear Joshua Ralston:
            We have conducted a limited review of your registration statement and have the
following comment(s).
            Please respond to this letter by amending your registration statement and providing
the requested information. If you do not believe a comment applies to your facts and
circumstances or do not believe an amendment is appropriate, please tell us why in your
response.
            After reviewing any amendment to your registration statement and the information
you provide in response to this letter, we may have additional comments.
Registration Statement on Form S-1 filed October 11, 2024
Cover Page
1.We note that the number of shares of Common Stock you are offering in the
prospectus has been determined based on an assumed public offering price. We also
note your statement on page 7 that the actual number of shares you will offer will be
determined based on the actual public offering price. Please note that the volume of
securities you are offering must be established at the time of effectiveness and cannot
be excluded pursuant to Rule 430A. Please revise to include the actual number of
shares you are offering instead of an assumed number of shares. For guidance, please
refer to Question 227.02 of the Division of Corporation Finance’s Securities Act
Rules Compliance and Disclosure Interpretations.
Please tell us whether you plan to amend your registration statement prior to
effectiveness to include a final offering price as opposed to an assumed offering price. 2.

November 4, 2024
Page 2
If you are planning to exclude the final offering price pursuant to Rule 430A, please
include the undertakings required by Item 512(i) of Regulation S-K and state that the
final offering price will be fixed for the duration of the offering.
Prospectus Summary, page 1
3.We note your statement that you are "an environmentally sustainable flame retardant
and flame suppression company for the residential home industry throughout the
United States." Please expand on your disclosure in the summary to clearly explain:
•the specific products you currently offer for sale and any products you are
developing or testing;
•the way or ways in which you believe your products are environmentally
sustainable;
•your current customer base, their geographic location, and sources of revenue; and
•how your product is used by the residential home industry, including whether it is
used by individual home owners, developers or other third parties.

In this regard, we also note the following statements throughout the prospectus that
seem to suggest different business models or target markets for your product:
•on page 2 you state that "MFB markets home, industrial and commercial
proactive fire defense systems directly and in conjunction with large insurance
companies, sells EPA product through various retailers and directly to large users
such as fire departments and other countries."
•on page 28, you state that "MFB’s CitroTech product is currently being sold to
fire departments in the State of California."
•on page 29, you state that "MFB Ohio started selling directly to fire departments
and launched its proactive wild-fire defense systems and is gaining momentum
with commercial customers, along with attempting to influence the insurance
industry to the benefit of consumers."
•in the risk factor regarding your customer base on page 15, you state that you
"currently have over 100" but the statement appears to be cut off and it is not clear
if this is intended to be a reference to existing customers or some other metric;
and
•in Note 14 – Concentration on page F-23 and Note 12 – Concentration on page F-
40, you disclose that two customers accounted for over 76% of your revenue for
the year ended December 31, 2023 and that four customers accounted for over
75% of your revenue for the six months ended June 30, 2024.
4.We note your statement that "MFB is also currently deploying Proactive Wildfire
Defense Systems on residential and commercial properties." Please briefly explain
these Proactive Wildfire Defense Systems and how they relate to your business.
5.We note your statement that "The Company is working with insurance companies to
reduce the risk and allow properties to be insured in the Wilderness Urban Interface..."
Please expand on this statement to explain the work you do with insurance companies,
whether you have any material contracts or sales with or to insurance companies, and
how this work relates to your business.

November 4, 2024
Page 3
6.We note your disclosure regarding Mr. Conboy's founding of MFB California and
your subsequent acquisition of the intellectual property of MFB California. Please
clarify if there was any relationship between Mr. Conboy and MFB California, on the
one hand, and Mr. Ralston and the Company, on the other hand, prior to this
acquisition. Additionally, please note any capacity in which Mr. Conboy is still
involved with your business other than as a holder of Series C Convertible Preferred
Stock. In this regard, we note that Mr. Conboy does not appear to be an employee or
member of management.
7.When discussing your certifications, recognitions and achievements, please briefly
explain the criteria or significance of the certification or award. For example, explain
what it means to be an EPA certified fire retardant and the significance of LENS
certification/accreditation as well as UL Certification and GreenGuard
Gold. Additionally, please file the Securities Act Rule 436 consent of the provider of
the GreenGuard Gold Certification to being named in the registration statement and to
the references to its designation of the company as a certified GreenGuard Gold, or
tell us why this consent is not required by Rule 436.
8.We note your statement that the fire-retardant market is regarded as having products
that are not known for their environmental safety or sustainability, and are generally
considered as not friendly toward humans, wildlife, fish, water, and plants. Please
revise to provide the source or basis for these claims or state that they are the belief of
management.
9.We note your statement that MFB’s product will be sold at substantial margins and
can be competitive in many markets. Please expand on this disclosure to note the
current margins at which you sell your product and the specific markets in which you
believe you can be competitive.
Cost and effects of compliance with environmental laws, page 3
10.We note your statement that expenses for initial permit and certification applications
with the USDA and EPA have been paid. Please expand your summary disclosure to
clearly explain all of the permits, certifications or other governmental approvals
needed for the manufacture and sale of your product. Please note whether these
approvals have been obtained and, if not, the status of any applications. Disclose the
risk that all permits, certifications or other governmental approvals may not be
obtained. Also revise to describe what you mean when you refer to entities such as
fire departments requesting a "waiver" from governmental agencies to use your
product, how many waivers have been issued for your product and whether these
waivers have a limited duration or can be revoked.
Risk Factors
Risks Relating to Our Business
If we are unable to expand our base of manufacturers, our future growth and operating results
could be adversely affected, page 15
We note your statement that you currently have one manufacturer. Please expand on
your disclosure to note whether you have any contracts with your manufacturer. If so,
please describe the material terms of your agreements here or elsewhere in the 11.

November 4, 2024
Page 4
prospectus. Additionally, please file any manufacturing contracts as exhibits to your
registration statement or tell us why you are not required to do so. Finally, please
reconcile this disclosure with your statement on page 49 that "[t]he Company product
are produced by numerous manufacturers."
We do not currently have sufficient cash flow to maintain our business, page 17
12.We note your statement that the Company anticipates being cash-flow positive by the
end of calendar year 2025. Please provide the basis for this statement, including any
material assumptions.
Risk Factors
Risks Relating to Our Indebtedness
We are highly leveraged, page 19
13.We note your statement that as of June 30, 2024, your outstanding indebtedness was
$2,047,003. Please clarify the nature of your outstanding indebtedness and where it is
reflected in your balance sheet. We note that your Capitalization table on page 29 lists
$695,000 of debt as of June 30, 2024.
Management's Discussion and Analysis of Financial Condition and Results of Operations
Revenue, page 29
14.We note your statement that "[d]uring the six months ended June 30, 2024, the
revenue increased $548,000 over the six months ended June 30, 2023, due to MFB
Ohio’s EPA approval and the filing of additional patents." Please clarify why or
how EPA approval and filing of additional patents lead to increases in revenue.
Professional fees, page 30
15.We note the significant operating expense for professional fees during the six months
ended June 30, 2024 and the fiscal year ended December 31, 2023. Please expand
your disclosure to provide more detail on the nature of these expenses, such as the
person or persons to whom you paid these fees and the nature of the services
provided.
Cash Flows from Financing Activities, page 34
16.We note your disclosure regarding certain convertible promissory notes and warrants.
Please expand on your disclosure to provide a description of the material terms of
these securities.
Business, page 37
17.Please revise to describe the "data available with respect to the environmental
impacts" of your fire retardant product that were "conducted by governmental
agencies" and the toxicological studies mentioned on page 18, as well as any other
material testing of your products.
18.Please revise to describe the material terms of the agreement governing the 10%
royalty payable to the equity holders of MFB California and file such agreement as an
exhibit pursuant to Item 601(b)(10) of Regulation S-K.

November 4, 2024
Page 5
Patents, trademarks and licenses and their duration, page 38
19.Please revise to provide the type of patent protection and jurisdiction for each patent
and clarify which patents relate to which of your products.
Business
Marketing and Distribution, page 49
20.We note your statement here that various milestones will "make the Company eligible
to be part of a $13.6 billion environmental management market." Please clarify what it
means to be eligible to be part of the environmental management market. We note
elsewhere you refer to the global fire retardant market reaching $13.6 billion by 2034.
Please revise to clarify if these are actually different figures or are instead the same
figure. If this is a separate figure, specify the geographic scope and reference date of
this figure and provide a figure more specific to your targeted market, not the entire
environmental management market.
Competition, page 49
21.We note your statement that "[a]t the international, national and regional levels, there
is no primary wholesale or retail competitors for environmentally sustainable flame
retardant and flame suppression product for the residential home industry." Please
revise to describe your competitive conditions in each of the market segments you
operate in or plan to operate in, not just the residential home industry, and describe the
competitive conditions for the larger market, including what you would consider non-
environmentally sustainable flame retardant and flame suppression products.
Business
Facilities, page 50
22.We note your statement that you lease properties in Lima, Ohio (10,000 square feet of
warehouse and office space) and in Rohnert Park, California (6,000 square feet for
research and development, and warehousing). Here, or elsewhere in the prospectus,
please expand on your disclosure to explain the operations you conduct at these
facilities. Your disclosure should explain how you operate these facilities without full-
time employees.
Directors and Executive Officers, page 50
23.Please revise to clarify whether your sole member of management or any of your
directors has professional experience in the fire retardant and suppression industry.
We also note your statement on page 16 that the sole member of your management
does not devote all of his time to your business. Please revise to clarify the other
businesses in which he is engaged.
Security Ownership of Certain Beneficial Owners and Management, page 57
Please revise your presentation to also show the beneficial ownership information
after the completion of the offering. Additionally, please clarify if the information
presented in this section reflects the reverse stock split. Revise your disclosure to also
identify the natural person or persons who have voting and/or investment control of 24.

November 4, 2024
Page 6
the shares held by TC Special Investments, Inc.
Certain Relationships and Related Party Transactions and Director Independence, page 59
25.Please revise your disclosures in this section to provide all of the information required
by Item 404 of Regulation S-K. To the extent you have any material contracts with
related parties please revise to describe the material terms and file such agreements as
exhibits.
General
26.Please supplementally provide us with copies of all written communications, as
defined in Rule 405 under the Securities Act, that you, or anyone authorized to do so
on your behalf, present to potential investors in reliance on Section 5(d) of the
Securities Act, whether or not they retain copies of the communications.
            We remind you that the company and its management are responsible for the accuracy
and adequacy of their disclosures, notwithstanding any review, comments, action or absence
of action by the staff.
            Refer to Rules 460 and 461 regarding requests for acceleration. Please allow adequate
time for us to review any amendment prior to the requested effective date of the registration
statement.
            Please contact Conlon Danberg at 202-551-4466 or Margaret Sawicki at 202-551-
7153 with any questions.
Sincerely,
Division of Corporation Finance
Office of Industrial Applications and
Services
cc:Anthony F. Newton, Esq.