CitroTech Inc 10-Q for FY2023 Q2

CitroTech Inc. (CITR)

10-Q 2023-08-16 For: 2023-06-30

Added on April 06, 2026

About this 10-Q

CitroTech Inc filed this 10-Q on August 16, 2023, covering the quarter ended June 30, 2023 (FY2023 Q2).

Headline figures

Quarter ended June 30, 2023, as reported in this filing, compared with the same period a year earlier where the filing states it.

Revenue: $28.36K; down 31.6% from $41.47K a year earlier
Net loss: $356.06K; compared with a net loss of $2.32M a year earlier
Diluted EPS: $0.00; compared with -$0.06 a year earlier

Search and read filings like this one from Claude or ChatGPT with the SEC filings MCP server →

Wyoming		87-2765150
(State or other jurisdiction of incorporation or organization)		(IRS Employer Identification No.)

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

PART I - FINANCIAL INFORMATION

Item 1.	Financial Statements	3
Item 2.	Management’s Discussion and Analysis of Financial Condition and Results of Operations	15
Item 3.	Quantitative and Qualitative Disclosures About Market Risk	20
Item 4.	Controls and Procedures	20

PART II - OTHER INFORMATION

Item 1.	Legal Proceedings	21
Item 1A.	Risk Factors	21
Item 2.	Unregistered Sales of Equity Securities and Use of Proceeds	21
Item 3.	Defaults Upon Senior Securities	21
Item 4.	Mine Safety Disclosures	21
Item 5.	Other Information	21
Item 6.	Exhibits	21

SIGNATURES		22

	June 30,			December 31,
	2023			2022
Assets
Current Assets
Cash	$	86,144		$	55,434
Prepaid expenses		20,339			240
Inventory		103,736			114,645
Total Current Assets		210,219			170,319

Intangible assets		4,195,353			4,195,353
Operating lease right-of-use asset		9,977			39,367
Equipment, net		4,016			4,547
Total Assets	$	4,419,565		$	4,409,586

Liabilities and Stockholders' Equity
Current liabilities
Accounts payable and accrued liabilities	$	34,150		$	87,398
Convertible note payable		54,000			35,000
Due to related party		1,355,989			899,153
Operating lease liability - current portion		9,977			39,367
Total Current Liabilities		1,454,116			1,060,918

Total Liabilities		1,454,116			1,060,918

Stockholders' Equity
Convertible Series A Preferred Stock, par value $0.0001, authorized 10,000,000 shares,
10,000,000 shares issued and outstanding		1,000			1,000
Convertible Series C Preferred Stock, par value $0.0001, authorized 5,000,000 shares,
800,000 and 950,000 issued and outstanding, respectively		80			95
Common Stock par value $0.0001, authorized 1,000,000,000 shares,
97,545,388 and 93,945,388 shares issued and outstanding, respectively		9,755			9,395
Additional paid-in capital		62,866,083			62,719,578
Shares to be issued, subscription received		179,600			-
Accumulated deficit		(60,091,069	)		(59,381,400	)
Total Stockholders' Equity		2,965,449			3,348,668
Total Liabilities and Stockholders' Equity	$	4,419,565		$	4,409,586

	Three Months Ended						Six Months Ended
	June 30,						June 30,
	2023			2022			2023			2022

Revenue	$	28,355		$	41,468		$	83,950		$	41,468
Cost of revenue		4,893			-			18,747			-
Gross Profit		23,462			41,468			65,203			41,468

Operating Expenses
General and administration		114,151			78,111			213,935			80,706
Depreciation		267			135			531			135
Management compensation		-			2,100,000			-			2,100,000
Professional fees		264,518			182,295			559,647			222,466
Total operating expenses		378,936			2,360,541			774,113			2,403,307

Loss from Operations		(355,474	)		(2,319,073	)		(708,910	)		(2,361,839	)

Other Income (Expense)
Interest expense		(584	)		-			(759	)
Total other expense		(584	)		-			(759	)		-

Loss from continuing operations before taxes		(356,058	)		(2,319,073	)		(709,669	)		(2,361,839	)

Provision for income taxes		-			-			-			-
Loss from continuing operations	$	(356,058	)	$	(2,319,073	)	$	(709,669	)	$	(2,361,839	)

Discontinued operations:
Income from discontinued operations	$	-		$	-		$	-		$	13,016
Loss on disposition of digital currency and digital currency assets		-			(2,030	)		-			(2,030	)
Income (Loss) from discontinued operations, net of tax	$	-		$	(2,030	)	$	-		$	10,986

Net Loss	$	(356,058	)	$	(2,321,103	)	$	(709,669	)	$	(2,350,853	)

Loss from continuing operations Per Common Share – Basic	$	(0.00	)	$	(0.06	)	$	(0.01	)	$	(0.08	)
Income (Loss) from discontinuing operations Per Common Share– Basic	$	-		$	(0.00	)	$	-		$	0.00
Net loss per common share - Basic	$	(0.00	)	$	(0.06	)	$	(0.01	)	$	(0.08	)

Loss from continuing operations Per Common Share – Diluted	$	(0.00	)	$	(0.06	)	$	(0.01	)	$	(0.08	)
Income (Loss) from discontinuing operations Per Common Share– Diluted	$	-		$	(0.00	)	$	-		$	0.00
Net loss per common share - Diluted	$	(0.00	)	$	(0.06	)	$	(0.01	)	$	(0.08	)

Basic Weighted Average Number of Common Shares Outstanding		97,350,883			37,055,278			95,766,935			30,039,311
Diluted Weighted Average Number of Common Shares Outstanding		113,482,751			37,745,388			113,324,946			30,386,272

☒	QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

	For the quarterly period ended: June 30,2023

☐	TRANSITION REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

	For the transition period from ___________ to ___________

	Convertible Series A				Convertible Series C												Additional						Total Stockholders'
	Preferred stock				Preferred stock						Common Stock				Stock		Paid-In			Accumulated			Equity
	Shares		Amount		Shares			Amount			Shares		Amount		to be issued		Capital			Deficit			(Deficit)

Balance - December 31, 2022		10,000,000	$	1,000		950,000		$	95			93,945,388	$	9,395	$	-	$	62,719,578		$	(59,381,400	)	$	3,348,668

Common stock issued for services		-		-		-			-			300,000		30		-		86,820			-			86,850
Net loss		-		-		-			-			-		-		-		-			(353,611	)		(353,611	)
Balance - March 31, 2023		10,000,000	$	1,000		950,000		$	95			94,245,388	$	9,425		-	$	62,806,398		$	(59,735,011	)	$	3,081,907

Shares to be issued, subscription received		-		-		-			-			-		-		179,600		-			-			179,600
Common stock issued for services		-		-		-			-			300,000		30		-		59,970			-			60,000
Conversion of Convertible Series C Preferred stock in Common stock		-		-		(150,000	)		(15	)		3,000,000		300		-		(285	)		-			-
Net loss		-		-		-			-			-		-		-		-			(356,058	)		(356,058	)
Balance - June 30, 2023		10,000,000	$	1,000		800,000		$	80			97,545,388	$	9,755	$	179,600	$	62,866,083		$	(60,091,069	)	$	2,965,449

	●	Level 1—Observable inputs that reflect quoted market prices (unadjusted) for identical assets or liabilities in active markets;

	●	Level 2—Observable inputs other than quoted prices in active markets that are observable either directly or indirectly in the marketplace for identical or similar assets and liabilities; and

	●	Level 3—Unobservable inputs that are supported by little or no market data, which require the Company to develop its own assumptions.

	April 1,
	2022
Revenue	$	46,976
Cost of revenue		27,835
Gross Profit		19,141

Operating expenses:
Impairment loss		6,125
Total operating expenses		6,125

Income from discontinued operations	$	13,016

	June 30,			December 31,
	2023			2022
Cost:
Furniture and equipment	$	5,350		$	5,350
Less: accumulated depreciation		(1,334	)		(803	)
Property and equipment, net	$	4,016		$	4,547

Consideration:
Convertible Preferred C stock	$	4,200,000

Assets acquired and liabilities assumed:
Intangible assets	$	4,195,353
Operating lease right-of-use assets		81,967
Operating lease liabilities		(77,320	)

	Six Months Ended
	June 30,
	2023
Lease cost:
Operating lease cost	$	30,000

Other information:
Cash paid for operating cash flows from operating leases	$	30,000
Right -of-use assets obtained upon acquisition	$	81,967

Weighted-average remaining lease term - operating leases (year)		0.17
Weighted-average discount rate — operating leases		5.50	%

2023 (excluding the six months ended June 30, 2023)	$	10,000
Thereafter		-
		10,000
Less: Imputed interest		(23	)
Operating lease liabilities -current	$	9,977

	Principal			Interest
Payment date	Amount		Maturity date	Rate			Balance
August 11, 2022	$	18,000	February 11, 2023		2	%		18,000
September 2, 2022	$	17,000	March 2, 2023		2	%		17,000
April 1, 2023	$	19,000	Due on demand		2	%		19,000
Total Convertible notes							$	54,000
Current portion								(54,000	)
Long -term portion							$	-

	Six Months Ended
	June 30, 2023
	RSA		Weighted -Average Grant Price
Balance, December 31, 2022		70,000,000	$	0.03
Granted		-		-
Vested		-		-
Forfeited		-		-
Balance, June 30, 2023		70,000,000	$	0.03

	·	10,000,000 authorized shares of Convertible Series A Preferred Stock, par value $0.0001. The Series A Preferred Stock are convertible into common stock of the Corporation at a conversion rate of one thousand (1,000) shares of common stock and entitled to one thousand (1,000) votes of common stock for each share of Series A Preferred Stock. The holders of the Convertible Series A Preferred Stock shall not be entitled to receive dividends. Issued and outstanding Convertible Series A Preferred stock as of June 30, 2023, and December 31, 2022, was 10,000,000, respectively.

	·	5,000,000 authorized shares of non-voting Convertible Series C Preferred Stock, par value $0.0001. The Series C Preferred Stock shares are convertible into common stock of the Corporation at a conversion rate of one (1) Preferred C share for twenty (20) shares of common stock. Issued and outstanding Convertible Series A Preferred stock as of June 30, 2023 and December 31, 2022, were 800,000 and 950,000, respectively.

Exhibit Number		Description
31.1/31.2*		Certification of Chief Executive Officer and Chief Financial Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002

32.1/32.2*		Certification of Chief Executive Officer and Chief Financial Officer Pursuant Section 906 Certifications under Sarbanes-Oxley Act of 2002

101*		Inline XBRL Document Set for the condensed financial statements and accompanying notes in Part I, Item 1, “Financial Statements” of this Quarterly Report on Form 10-Q.

104*		Inline XBRL for the cover page of this Quarterly Report on Form 10-Q, included in the Exhibit 101 Inline XBRL Document Set.

		General Enterprise Ventures, Inc.
		(Registrant)

Dated: August 16, 2023		/s/ Joshua Ralston
		Joshua Ralston
		Chief Executive Officer and Chief Financial Officer

1.	I have reviewed this report on Form 10-Q of General Enterprise Ventures, Inc. for the quarter ended June 30, 2023;

2.	Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;

3.	Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;

4.	I am responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:

	(a)	Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under my supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to me by others within those entities, particularly during the period in which this report is being prepared;

	(b)	Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under my supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;

	(c)	Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report my conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and

	(d)	Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and

	(a)	All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and

	(b)	Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.

	(1)	The Report fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934; and

	(2)	The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company.