# CitroTech Inc.: Form 10-K for the period ended Dec 31, 2022

- Company: [CitroTech Inc.](/companies/citr.md) (CIK 894556)
- Form: 10-K
- Filed: 2023-03-31
- Accepted by EDGAR: Mar 31, 2023, 16:42 ET
- Period: 2022-12-31
- Accession: 0001640334-23-000526
- Inline XBRL: yes
- Main document: https://www.sec.gov/Archives/edgar/data/894556/000164033423000526/gevi_10k.htm
- All documents and exhibits: https://www.sec.gov/Archives/edgar/data/894556/000164033423000526/

## Figures reported in this filing

Standardized XBRL line items for the period ended 2022-12-31.

| Line item | Period | Value | XBRL concept |
| --- | --- | ---: | --- |
| Revenue | 12 months, 2022-01-01 to 2022-12-31 | $62.7k | us-gaap:Revenues |
| Cost of revenue | 12 months, 2022-01-01 to 2022-12-31 | $1.9k | us-gaap:CostOfRevenue |
| Gross profit | 12 months, 2022-01-01 to 2022-12-31 | $60.8k | us-gaap:GrossProfit |
| Operating income | 12 months, 2022-01-01 to 2022-12-31 | −$2.9m | us-gaap:OperatingIncomeLoss |
| Interest expense | 12 months, 2022-01-01 to 2022-12-31 | $255 | us-gaap:InterestExpense |
| Income tax | 12 months, 2022-01-01 to 2022-12-31 | $0 | us-gaap:IncomeTaxExpenseBenefit |
| Net income | 12 months, 2022-01-01 to 2022-12-31 | −$2.9m | us-gaap:NetIncomeLoss |
| Diluted EPS | 12 months, 2022-01-01 to 2022-12-31 | −$0.04 | us-gaap:EarningsPerShareDiluted |
| Basic EPS | 12 months, 2022-01-01 to 2022-12-31 | −$0.05 | us-gaap:EarningsPerShareBasic |
| Diluted shares (weighted) | 12 months, 2022-01-01 to 2022-12-31 | 75,274,155 shares | us-gaap:WeightedAverageNumberOfDilutedSharesOutstanding |
| Operating cash flow | 12 months, 2022-01-01 to 2022-12-31 | −$708.5k | us-gaap:NetCashProvidedByUsedInOperatingActivities |
| Capital expenditure | 12 months, 2022-01-01 to 2022-12-31 | $5.3k | us-gaap:PaymentsToAcquirePropertyPlantAndEquipment |
| Current assets | at 2022-12-31 | $170.1k | us-gaap:AssetsCurrent |
| Total assets | at 2022-12-31 | $4.4m | us-gaap:Assets |
| Current liabilities | at 2022-12-31 | $1.1m | us-gaap:LiabilitiesCurrent |
| Total liabilities | at 2022-12-31 | $1.1m | us-gaap:Liabilities |
| Shareholders' equity | at 2022-12-31 | $3.3m | us-gaap:StockholdersEquity |

## Business

As filed, 8,098 characters.

### Corporate History

The Company was originally incorporated as Ultronics Corporation (the “UC”) under the laws of the State of Nevada on March 14, 1990. UC never had operations and was formed to investigate potential companies that would be interested in merging with it.

On December 21, 2004, UC formed a subsidiary, Ultronics Acquisition Corporation (“UAC”) for the purpose of facilitating an agreement and plan of merger. UAC was incorporated in the State of Nevada. On December 23, 2004, UC, UAC and General Environmental Management, Inc. (“GEM”) entered into an Agreement and Plan of Merger whereby UAC would be merged into GEM (“Merger”) with GEM to be the surviving corporation. On February 14, 2005, a Certificate of Merger was filed in Delaware; however, there is no evidence of a Certificate of Merger being filed in Nevada. As such, GEM did not cease to exist in Nevada.

The acquisition was treated as a reverse merger with GEM deemed to be the accounting acquiror, and UAC the legal acquiror. UAC’s name was changed to General Environmental Management, Inc. (the “Company”) on March 16, 2005. On March 10, 2006, the Company entered into an Agreement with K2M Mobile Treatment Services, Inc. of Long Beach, California (“K2M”), a privately held company, pursuant to which the Company acquired all of the issued and outstanding common stock of K2M.

On August 31, 2008, The Company entered into an agreement with Island Environmental Services, Inc. of Pomona, California (“Island”), a privately held company, pursuant to which The Company acquired all of the issued and outstanding common stock of Island, a California-based provider of hazardous and non-hazardous waste removal and remediation services to a variety of private and public sector establishments.

On November 6, 2009, the Company entered into a Stock Purchase Agreement (“CLW Agreement”) with United States Environmental Response, LLC, a California limited liability company pursuant to which the Company purchased all of the issued and outstanding capital stock of California Living Waters, Incorporated (“CLW”), a privately held company. CLW owns all of the issued and outstanding capital stock of Santa Clara Waste Water Company (“SCWW”) a California corporation. CLW's only operating subsidiary is SCWW.

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On November 25, 2009, the Company entered into an Agreement with Luntz Acquisition (Delaware), LLC. (“Buyer”) pursuant to which the Company sold to Luntz all of the issued and outstanding stock of the Company's primary operating subsidiaries for cash (the “Sale”). On February 26, 2010, after approval of the transaction by the Company’s shareholders at a special meeting held on February 19, 2010, the Company completed the sale of the entities created out of GEM DE. The net cash proceeds from the transaction were used by the Company to retire senior debt and other obligations of the Company. The Company was not merged out of Nevada pursuant to this transaction.

Subsequent to the Luntz transaction, the Company’s revenues and expenses, operations, assets and liabilities were discontinued from February 2010 until January 2021.

On March 19, 2019, Small Cap Compliance, LLC was awarded custodianship of the Company by the Eighth Judicial District Court of Nevada. On May 19, 2019, the Company was revived in Nevada. On May 30, 2019, the custodian filed an Amendment to the Designations of the Series A Convertible Preferred Shares of the Company, and filed a Custodian’s Certification of Amendment certifying the same.

On January 15, 2021, the Company filed a Certificate of Conversion from a Non-Delaware Corporation to a Delaware Corporation, and the associated Certificate of Incorporation, to become a corporation in Delaware. Delaware recognized this domestication of the Company.

On March 31, 2021, the Company formed General Entertainment Ventures, Inc. (“GEVI”) in Delaware as a wholly owned subsidiary of the Company. The purpose of the formation of GEVI was to merge the Company into GEVI pursuant to Section 251(g) of the General Corporation Law of the State of Delaware.

On April 10, 2021, after approval by the board of directors and shareholders of the Company, the Company was merged into GEVI pursuant to an Agreement and Plan of Merger dated as of the same date. GEVI is the accounting and legal acquiror of the Company.

On June 3, 2021, after approval by the board of directors and shareholders of the Company, the Company was redomiciled to the State of Wyoming.

On October 11, 2021, after approval by the board of directors and shareholders of the Company, the Company was renamed General Enterprise Ventures, Inc., in the State of Wyoming.

### Current operations

### Fully Integrated Services

We are a fully integrated technology company structured to provide mergers and acquisitions of new and available technology. Through our services, we incubate first-to-market products and help existing companies accelerate their product development within all regulatory requirements.

### Corporate changes

On 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 31 Technology for the prevention and spread of wildfires. Its core products can be used for lumber treatments for fire prevention. It has been widely tested and is currently in testing at 3 major us government agencies. When CitroTech Science is sprayed and applied it takes flammable fuels like dry native vegetation and wood and makes them noncombustible. During the third quarter of 2022 the company received EPA Safer Choice status and UL Green-Guard Gold approval on its CitroTech fire inhibitor. It continues to pursue additional accreditations such Missoula Testing approval for selling products to the government. Currently the Company’s subsidiary Mighty Fire Breaker LLC Ohio is involved in installing large home and facility Proactive Wildfire Prevention Systems.

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Effective April 1, 2022, the Company implemented a plan to divest its Crypto Mining operations and focus resources on the operations of Mighty Fire Breaker LLC (“MFB”). We expanded our services by building upon its foundation of emerging technology development, by creating a Crypto-Currency mining operation (farm). Previously, the 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 Miners.

Effective November 20, 2022 General Enterprise Ventures Inc. formed a UK branch of its US subsidiary Mighty Fire Breaker LLC, named Mighty Fire Breaker UK Limited. The new Subsidiary headquartered in the United Kingdom, will be used to direct the sales of the Mighty Fire Breaker line of products and technologies in Europe, the Middle East and Africa.

### Change of Control

On April 28, 2022, Jan Ralston transferred ownership of 10,000,000 Preferred A shares to CEO, Joshua Ralston, making Mr. Ralston the new Majority Shareholder.

### Series C Preferred Stock

On April 13, 2022, The Company designated 5,000,000 shares of Series C convertible Preferred Stock (“Series C Preferred Stock”). The Series C Preferred Stock is convertible into twenty (20) shares of Common Stock for each share of Series C Preferred Stock at the option of the stockholder. The Series C Preferred Stock does not have voting rights and is not eligible to receive dividends.

### Environmental Impact

At this time, there are no significant environmental impacts occurring from the services, products, or activities of General Enterprise Ventures.

### Human Services

The Company currently employees, 8 people full-time and hosts several consultants, attorneys, and independent contractors that all perform tasks on behalf of the company.

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## Risk factors

As filed, 796 characters.

Increases in our effective income tax rate could adversely affect our business, results of operations, liquidity, and net income.

If services we obtain from third parties are unavailable, disrupted, or fail to meet our standards and expectations, our operations could be adversely affected.

Changes in our relationships with our vendors, changes in trade policy, interruptions in our operations or supply chain, or increased commodity or supply chain costs could adversely affect the risks and uncertainties facing our business and their potential impact on our financial position, results of operations, and cash flows.

Another pandemic could *adversely affect*, our operations, supply chains and distribution systems, which could include *unpredictable* demand for our products and services.

## Properties

As filed, 209 characters.

Our Company owns no real property. Our physical office is located at 2170 Allentown Rd, Lima OH 45808 which is a 8,000 Square Feet Commercial Space, based on one year lease agreement to pay $500 monthly lease.

## Legal proceedings

As filed, 199 characters.

We currently have no legal proceeding to which we are a party to or to which our property is subject to and, to the best of our knowledge, no adverse legal activity is anticipated or threatened. None

## Management's discussion and analysis

As filed, 10,996 characters.

*The following discussion and analysis of our results of operations and financial condition for fiscal years ended December 31, 2022 and 2021, should be read in conjunction with our financial statements and the related notes and the other financial information that are included elsewhere in this Annual Report. This discussion includes forward-looking statements based upon current expectations that involve risks and uncertainties, such as our plans, objectives, expectations, and intentions. Forward-looking statements are statements not based on historical information and which relate to future operations, strategies, financial results, or other developments. Forward-looking statements are based upon estimates, forecasts, and assumptions that are inherently subject to significant business, economic, and competitive uncertainties and contingencies, many of which are beyond our control and many of which, with respect to future business decisions, are subject to change. These uncertainties and contingencies can affect actual results and could cause actual results to differ materially from those expressed in any forward-looking statements. Actual results and the timing of events could differ materially from those anticipated in these forward-looking statements as a result of a number of factors, including those set forth under the Risk Factors, Special Note Regarding Forward-Looking Statements, and Business sections in this Annual Report. We use words such as “anticipate,” “estimate,” “plan,” “project,” “continuing,” “ongoing,” “expect,” “believe,” “intend,” “may,” “will,” “should,” “could,” and similar expressions to identify forward-looking statements.*

### Results of Operations for the year ended December 31, 2022 and the year ended December 31, 2021

Our results of operations for the years ended December 31, 2022 and 2021 are summarized below:

|  | Years Ended December 31, 2022 | 2021 | Change |
| --- | ---: | ---: | ---: |
| Revenue | $62,732 | $- | $62,732 |
| Operating expenses | 2,979,398 | 58,213 | 2,921,185 |
| Other expenses | 255 | 7,064 | (6,809) |
| Net loss from continuing operations | $(2,918,814) | $(44,973) | $2,967,197 |
| Income (loss) from discontinued operations | 13,016 | (70,179) | 83,195 |
| Gain on disposition of Strategic Holdings, LLC | - | 20,179 | (20,179) |
| Loss on disposition of digital currency and digital currency assets | (2,030) | - | (2,030) |
| Net gain (loss) from discontinued operations | $10,986 | $(50,000) | $60,986 |
| Net loss | $(2,907,828) | $(94,973) | $(2,812,855) |

#### Revenue

Our Company generated $67,732 and $0 revenue for the years ended December 31, 2022 and 2021, respectively. The Company’s revenue is associated with revenue from MFB which was acquired in April 2022.

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#### Operating Expenses

Operating expenses consisted of stock-based management compensation of $2,100,000, professional fees of 500,875, depreciation of $803 and general and administrative expenses of $377,720 in the year ended December 31, 2022, compared to management fees of $15,000, professional fees of $39,541 and general and administrative of $3,672 in the year ended December 31, 2021. During the years ended December 31, 2022 and 2021, the Company recorded management compensation of $2,100,000 related to Chief Executive Officer (CEO) for 70,000,000 restricted stock award (the holder of the restricted stock shall be entitled to vote but is not entitled to dividends or disposal) and management fees related to former Chief Executive Officer (CEO) for salary of $15,000, respectively.

#### Other expenses

For the year ended December 31, 2022, the other expenses consisted of $255 interest related to loans payable to lender.

For the year ended December 31, 2021, the other expenses consisted of $1,469 interest related to note payable to former Chief Executive Officer (CEO) and $5,595 impairment loss on digital assets. As result of divesture of Strategic Assets Holdings, LLC. (SAH) on October 19, 2021, the accrued interest of $1,469 and note payable of $50,000 released and recognized as additional paid in capital.

#### Discontinuing Operating Expenses

During the year ended December 31, 2021, loss from discontinued operations of $70,179 was the result of the net loss incurred from the operations of Strategic Asset Holdings, which was divested in October 2021, respectively.

On October 19, 2021, the board of Directors approved the divesture of Strategic Assets Holdings, LLC. (SAH). The discontinuing operating expenses of SAH consisted of management compensation of $17,101 and general and administrative of $102. As result of divesture, the Company recognized $20,179 gain from disposition of SAH for the year ended December 31, 2021

During the year ended December 31, 2022, income from discontinued operations of $13,016 was the result of the net income from the operations of crypto mining and $2,030 loss from 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 (see Notes 3 and 4 Financial Statements).

#### Net Loss

As a result of the foregoing, we incurred a net loss of $2,907,828, for the year ended December 31, 2022, compared to a net loss of $94,973 for the corresponding year ended December 31, 2021.

### Liquidity and Capital Resources

|  | December 31, 2022 | December 31, 2021 | Change |
| --- | ---: | ---: | ---: |
| Cash | $55,434 | $5,469 | $49,965 |
| Current Assets | $170,079 | $5,469 | $164,610 |
| Current Liabilities | $1,060,918 | $383,090 | $677,828 |
| Working Capital (Deficiency) | $(890,839) | $(377,621) | $(513,218) |

The increase in working capital deficiency in 2022, was primarily the result of increases in cash on hand and inventory of $164,610 offset by increases in accounts payable and accrued liabilities of $76,657, due to related party of $526,804, convertible note of $35,000 and current portion of operating lease liability of $39,367.

As of December 31, 2022, and 2021, the current assets consisted of cash of $55,434 and $5,469 and inventory of $114,645 and $0, respectively.

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As of December 31, 2022, and 2021, the current liabilities consisted of accounts payable and accrued liabilities of $87,398 and $10,741, due to related parties of $899,153 and $372,349, convertible note of $35,000 and $0, and current portion of operating lease liability of $39,367 and $0, respectively.

#### Cash Flows

|  | Years Ended December 31, 2022 | 2021 |
| --- | ---: | ---: |
| Cash used in operating activities | $(708,450) | $(24,206) |
| Cash used in investing activities | $(5,349) | $(287,100) |
| Cash provided by financing activities | $763,764 | $316,775 |
| Net Change in Cash | $49,965 | $5,469 |

#### Cash Flows from Operating Activities

For the year ended December 31, 2022, net cash flows used in operating activities were $708,450, consisting of a net loss of $2,907,828, reduced by non-cash management compensation of $2,100,000, loss on disposition of digital currency and digital currency assets of $2,029, impairment loss on digital assets of $6,125, non-cash lease expense of $44,647, depreciation of $15,862 and reduced by an increase in changes in operating assets and liabilities of $30,175.

For the year ended December 31, 2021, net cash flows used in operating activities were $24,206, consisting of a net loss of $94,973, reduced by impairment loss of $52,976, impairment loss on digital assets of $5,595, amortization of digital asset machines of $9,737, related party advances funding operating expenses of $51,719 and change in accounts payable and accrued liabilities of $14,837 and increased by a gain on disposition of Strategic Assets Holdings, LLC. of $20,179. an increase in digital assets of $38,919 and due to related party of $4,999.

#### Cash Flows from Investing Activities

For the year ended December 31, 2022, cash flows used in investing activities of $5,349 was the result of the purchase of equipment of $5,350 and reduced by $1 share capital of Mighty Fire Breaker UK Limited (MFB).

For the year ended December 31, 2021, cash flows used in investing activities of $287,100 was the result of $14,075 cash raised from acquisition of Strategic Asset Holdings, LLC and reduced by acquisition digital assets machines of $301,175.

#### Cash Flows from Financing Activities

For the year ended December 31, 2022, net cash provided by financing activities was $763,764, consisting of $784,484 received from related parties, $35,000 from convertible note and repayments of $55,720 to related parties.

For the year ended December 31, 2021 net cash provided by financing activities was $316,775, consisting of $5,500 from proceeds from loan and $311,275 received from related parties.

### Going Concern

The accompanying consolidated financial statements have been prepared (i) in accordance with accounting principles generally accepted in the United States, and (ii) assuming that the Company will continue as a going concern, which contemplates the realization of assets and the satisfaction of liabilities in the normal course of business. The Company has not generated significant income to date. The Company is subject to the risks and uncertainties associated with a business with no substantive revenue, as well as limitations on its operating capital resources. These matters, among others, raise substantial doubt about the ability of the Company to continue as a going concern. These financial 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. In light of these matters, the Company’s ability to continue as a going concern is dependent upon the Company’s ability to raise capital and generate revenue and profits in the future.

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### 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.

### Critical Accounting Policies

The discussion and analysis of our financial condition 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 America. Preparing financial statements requires management to make estimates and assumptions that affect the reported amounts of assets, liabilities, and expenses. These estimates and assumptions are affected by management’s application of accounting policies. We believe that understanding the basis and nature of the estimates and assumptions involved with the following aspects of our financial statements is critical to an understanding of our financial statements.

## Market risk

As filed, 145 characters.

We are a smaller reporting company as defined by Rule 12b-2 of the Exchange Act, and are not required to provide the information under this Item.

## Controls and procedures

As filed, 6,494 characters.

### Evaluation of Disclosure Controls and Procedures

Our management is responsible for establishing and maintaining a system of disclosure controls and procedures (as defined in Rule 13a-15(e) and 15d-15(e) under the Exchange Act) that is designed to ensure that information required to be disclosed by us in the reports we file or submit under the Exchange Act is recorded, processed, summarized, and reported, within the time periods specified in the SEC’s rules and forms. Disclosure controls and procedures include, without limitation, controls and procedures designed to ensure that information required to be disclosed by an issuer in the reports that it files or submits under the Exchange Act is accumulated and communicated to the issuer’s management, including its principal executive officer(s) and principal financial officer(s), or persons performing similar functions, as appropriate to allow timely decisions regarding required disclosure.

In accordance with Exchange Act Rules 13a-15 and 15d-15, an evaluation was completed under the supervision and with the participation of our management, including our Chief Executive Officer and Chief Financial Officer, of the effectiveness of the design and operation of our disclosure controls and procedures as of the fiscal year ended December 31, 2021. Based on that evaluation, our management, including our Chief Executive Officer and Chief Financial Officer, concluded that our disclosure controls and procedures were not effective in providing reasonable assurance that information required to be disclosed in our reports filed or submitted under the Exchange Act was recorded, processed, summarized, and reported within the time periods specified in the SEC’s rules and forms.

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### Management’s Annual Report on Internal Control over Financial Reporting

Our management is responsible for establishing and maintaining adequate internal control over financial reporting (as such term is defined by Rules 13a-15(f) and 15d-15(f) of the Exchange Act). Internal control over financial reporting is a process, including policies and procedures, designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external reporting purposes in accordance with U.S. generally accepted accounting principles. Our management evaluated the effectiveness of our internal control over financial reporting using the *Internal Control—Integrated Framework* (2013) issued by the Committee of Sponsoring Organizations of the Treadway Commission (“COSO”). Our system of internal control over financial reporting is designed 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.

Internal control over financial reporting has inherent limitations and may not prevent or detect misstatements. Therefore, even those systems determined to be effective can provide only reasonable, not absolute, assurance with respect to financial statement preparation and presentation. Further, because of changes in conditions, the effectiveness of internal control over financial reporting may vary over time.

A material weakness is a deficiency, or a combination of deficiencies, in internal control over financial reporting such that there is a reasonable possibility that a material misstatement of our annual or interim financial statements will not be prevented or detected on a timely basis.

Based on our evaluation under the framework in COSO, our management concluded that our internal control over financial reporting was not effective as of December 31, 2021 based on such criteria. Deficiencies existed in the design or operation of our internal control over financial reporting that adversely affected our internal controls. This is due to the lack of segregation of duties throughout our accounting and finance group as a result of our limited resources and staff, which may be considered a material weakness. We do not have a formal process in reviewing, approving, closing, or finalizing the financial reporting or closing process.

The weaknesses and the related risks are not uncommon in a company of our size because of the limitations in the size and number of staff. We continue to evaluate and implement procedures as deemed appropriate to remediate this weakness. To address these material weaknesses, a number of the procedures have been implemented, including the retention of qualified accounting and finance staff and we are also working with an outside financial firm to assist with the preparation and review of our financial statements and periodic reports, to ensure that the financial statements fairly present, in all material respects, our financial position, results of operations, and cash flows for the periods presented.

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 under all potential conditions, regardless of how remote, and may not prevent or detect all errors and all fraud. Because of the inherent limitations in all control systems, no evaluation of controls can provide absolute assurance that all control issues, 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 a simple error or mistake. Our internal control over financial reporting is designed 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.

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### Changes in Internal Controls over Financial Reporting

In connection with our continued monitoring and maintenance of our controls procedures as part of the implementation of Section 404 of the Sarbanes-Oxley Act, we continue to review, test, and improve the effectiveness of our internal controls. There have not been any changes in our internal control over financial reporting (as such term is defined in Rules 13a-15(f) and 15d-15(f) under the Exchange Act) during the year ended December 31, 2022 that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.

Filed Mar 31, 2023.
Source: SEC EDGAR, the filing index for accession 0001640334-23-000526. Last ingested by Listed: Oct 26, 2026, 16:31 ET. No prices; not investment advice.