CitroTech Inc 10-Q for FY2023 Q1

CitroTech Inc. (CITR)

10-Q 2023-05-15 For: 2023-03-31

Added on April 06, 2026

About this 10-Q

CitroTech Inc filed this 10-Q on May 15, 2023, covering the quarter ended March 31, 2023 (FY2023 Q1).

Headline figures

Quarter ended March 31, 2023, as reported in this filing, compared with the same period a year earlier where the filing states it.

Revenue: $55.6K; compared with $0 a year earlier
Net loss: $353.61K; compared with a net loss of $29.75K a year earlier
Diluted EPS: $0.00; compared with $0.00 a year earlier

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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	13
Item 3.	Quantitative and Qualitative Disclosures About Market Risk	16
Item 4.	Controls and Procedures	17

PART II - OTHER INFORMATION

Item 1.	Legal Proceedings	18
Item 1A.	Risk Factors	18
Item 2.	Unregistered Sales of Equity Securities and Use of Proceeds	18
Item 3.	Defaults Upon Senior Securities	18
Item 4.	Mine Safety Disclosures	18
Item 5.	Other Information	18
Item 6.	Exhibits	19

SIGNATURES		20

	March 31,			December 31,
	2023			2022
Assets
Current Assets
Cash	$	63,529		$	55,434
Prepaid expenses		6,540			240
Inventory		102,268			114,645
Total Current Assets		172,337			170,319

Intangible assets		4,195,353			4,195,353
Operating lease right-of-use asset		24,773			39,367
Equipment, net		4,283			4,547
Total Assets	$	4,396,746		$	4,409,586

Liabilities and Stockholders' Equity
Current liabilities
Accounts payable and accrued liabilities	$	121,861		$	87,398
Convertible note payable		35,000			35,000
Due to related party		1,133,205			899,153
Operating lease liability - current portion		24,773			39,367
Total Current Liabilities		1,314,839			1,060,918

Total Liabilities		1,314,839			1,060,918

Stockholders' Equity
Convertible Series A Preferred Stock, par value $0.001, authorized 10,000,000 shares, 10,000,000 shares issued and outstanding		10,000			10,000
Convertible Series C Preferred Stock, par value $0.001, authorized 5,000,000 shares, 950,000 issued and outstanding, respectively		950			950
Common Stock par value $0.001, authorized 1,000,000,000 shares, 94,245,388 and 93,945,388 shares issued and outstanding, respectively		94,245			93,945
Additional paid-in capital		62,711,723			62,625,173
Accumulated deficit		(59,735,011	)		(59,381,400	)
Total Stockholders' Equity		3,081,907			3,348,668
Total Liabilities and Stockholders' Equity	$	4,396,746		$	4,409,586

	Three Months Ended
	March 31,
	2023			2022

Revenue	$	55,595		$	-
Cost of revenue		13,854			-
Gross Profit		41,741			-

Operating Expenses
General and administration		99,784			2,595
Depreciation		264			-
Professional fees		295,129			40,171
Total operating expenses		395,177			42,766

Loss from Operations		(353,436	)		(42,766	)

Other Income (Expense)
Interest expense		(175	)		-
Total other expense		(175	)		-

Loss from continuing operations	$	(353,611	)	$	(42,766	)

Discontinued operations:
Income from discontinued operations	$	-		$	13,016
Income from discontinued operations, net of tax	$	-		$	13,016

Net Loss	$	(353,611	)	$	(29,750	)

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

Loss from continuing operations Per Common Share – Diluted	$	(0.00	)	$	(0.00	)
Income from discontinuing operations Per Common Share– Diluted	$	(0.00	)	$	0.00
Net loss per common share - Diluted	$	(0.00	)	$	(0.00	)
Basic Weighted Average Number of Common Shares Outstanding		94,165,388			22,945,388
Diluted Weighted Average Number of Common Shares Outstanding		113,165,388			22,945,388

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

	For the quarterly period ended: March 31, 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
	Preferred stock				Preferred stock				Common Stock				Paid-In		Accumulated			Stockholders'
	Shares		Amount		Shares		Amount		Shares		Amount		Capital		Deficit			Equity

Balance - December 31, 2022		10,000,000	$	10,000		950,000	$	950		93,945,388	$	93,945	$	62,625,173	$	(59,381,400	)	$	3,348,668

Common stock issued for services		-		-		-		-		300,000		300		86,550		-			86,850
Net loss		-		-		-		-		-		-		-		(353,611	)		(353,611	)
Balance - March 31, 2023		10,000,000	$	10,000		950,000	$	950		94,245,388	$	94,245	$	62,711,723	$	(59,735,011	)	$	3,081,907

	Convertible Series A								Additional					Total Stockholders'
	Preferred stock				Common Stock				Paid-In		Accumulated			Equity
	Shares		Amount		Shares		Amount		Capital		Deficit			(Deficit)
Balance - December 31, 2021		10,000,000	$	10,000		22,945,388	$	22,945	$	56,387,768	$	(56,473,572	)	$	(52,859	)

Debt forgiveness - former related party		-		-		-		-		9,355		-			9,355
Net loss		-		-		-		-		-		(29,750	)		(29,750	)
Balance - March 31, 2022		10,000,000	$	10,000		22,945,388	$	22,945	$	56,397,123	$	(56,503,322	)	$	(73,254	)

	●	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.

	March 31,			December 31,
	2023			2022
Cost:
Furniture and equipment	$	5,350		$	5,350
Less: accumulated depreciation		(1,067	)		(803	)
Property and equipment, net	$	4,283		$	4,547

	Three Months Ended
	March 31,
	2023
Lease cost:
Operating lease cost	$	15,000

Other information:
Cash paid for operating cash flows from operating leases	$	15,000
Right -of-use assets obtained upon acquisition	$	81,967

Weighted-average remaining lease term - operating leases (year)		0.42
Weighted-average discount rate — operating leases		5.50	%

2023 (remaining nine months)	$	25,000
Thereafter		-
		25,000
Less: Imputed interest		(227	)
Operating lease liabilities	$	24,773

Operating lease liabilities - current	$	24,773
Operating lease liabilities- non-current	$	-

	Principal		Maturity	Interest
Payment date	Amount		date	Rate			Balance
August 11, 2022	$	18,000	2/11/2023		2	%	$	18,000
September 2, 2022	$	17,000	3/2/2023		2	%		17,000
Total Convertible notes							$	35,000
Current portion								(35,000	)
Long -term portion							$	-

	·	10,000,000 authorized shares of Convertible Series A Preferred Stock, par value $0.001. 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 March 31, 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 $0.001. 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 March 31, 2023 and December 31, 2022, were 950,000, respectively.

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

	Three Months Ended
	March 31,
	2023			2022
Cash provided by (used in) operating activities	$	(176,905	)	$	33,524
Cash provided by financing activities	$	185,000		$	7,677
Net Change in Cash	$	8,095		$	41,201

Exhibit Number		Description
31.1*		Rule 13a-14(a)/15d-14(a) Certification of Chief Executive Officer and Chief Financial Officer
32.1*		Section 1350 Certification of Chief Executive Officer and Chief Financial Officer
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: May 15, 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 March 31, 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.