BioCorRx Inc. - Quarter Report: 2010 March (Form 10-Q)

cetrone10q033110.htm

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-Q

(X )	QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITES EXCHANGE ACT OF 1934

For the quarter period ended March 31, 2010

( )	TRANSITION REPORT PURSUANT TO SECTION 13 OR 15 (d) OF THE EXCHANGE ACT

	For the transition period from to

	Commission File number 333-153381

CETRONE ENERGY COMPANY

(Exact name of small business issuer as specified in its charter)

Nevada	26-1972677
(State or other jurisdiction of incorporation or organization)	(IRS Employer Identification No.)

11010 East Boundary Road, Elk, Washington 99009

(Address of principal executive offices)

509.714.5236

(Issuer’s telephone number)

N/A

(Former name, former address and former fiscal year, if changed since last report)

Indicate by check mark whether the registrant (1) filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the past 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes [X] No

Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files). The registrant has not been phased into the Interactive Data reporting system.

Yes [ ]

No [ ]

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a small reporting company. See definition of “large accelerated filer”, “accelerated filer” and “small reporting company” Rule 12b-2 of the Exchange Act.

Large accelerated [ ] Accelerated filer [ ]

Non-accelerated filer [ ]

(Do not check if a small reporting company) Small reporting company [X]

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act) Yes [X] No [ ]

APPLICABLE ONLY TO ISSUERS INVOLVED IN BANKRUPTCY

PROCEEDINGS DURING THE PROCEDING FIVE YEARS

Indicate by check mark whether the registrant has filed all documents and reports required to be filed by Section 12, 13 or 15(d) of the Securities Exchange Act of 1934 after the distribution of securities subsequent to the distribution of securities under a plan confirmed by a court. Yes □ No □

APPLICABLE ONLY TO CORPORATE ISSUERS

Indicate the number of shares outstanding of each of the issuer’s classes of common stock, as of the latest practicable date: May 15, 2010: 2,252,150 common shares with a par value of $0.001 per share.

INDEX

		Page Number
PART 1.	FINANCIAL INFORMATION

ITEM 1.	Condensed Financial Statements (unaudited)	4

	Condensed Balance Sheet as at March 31, 2010 and December 31, 2009	F-1

	Condensed Statement of Operations For the three months ended March 31, 2010 and 2009 for the period January 28, 2008 (Date of Inception) to March 31, 2010	F-2

	Condensed Statement of Shareholders’ (Deficit)	F-3

	Condensed Statement of Cash Flows For the three months ended March 31, 2010 and 2009 and for the period January 28, 2008 (Date of Inception) to December 31, 2010 and 2009	F-4

	Notes to the Condensed Financial Statements.	F-5-8

ITEM 2.	Management’s Discussion and Analysis of Financial Condition and Results of Operations	5

ITEM 3.	Quantitative and Qualitative Disclosures about Market Risk	9

ITEM 4.	Controls and Procedures	9

PART 11.	OTHER INFORMATION	11

ITEM 1.	Legal Proceedings	11

ITEM 2.	Unregistered Sales of Equity Securities and Use of Proceeds	11

ITEM 3.	Defaults Upon Senior Securities	11

ITEM 4.	Submission of Matters to a Vote of Security Holders	11

ITEM 5.	Other Information	11

ITEM 6.	Exhibits	11

	SIGNATURES.	12

PART 1 – FINANCIAL INFORMATION

ITEM 1. FINANCIAL STATEMENTS

The accompanying condensed balance sheets of Cetrone Energy Company (a development stage enterprise) at March 31, 2010 (with comparative figures as at December 31, 2009) and the condensed statement of operations for the three months ended March 31, 2010 and March 31, 2009 and for the period from January 28, 2008 (date of incorporation) to March 31, 2010 shareholders’ equity at March 31, 2010 and the statement of cash flows for the three months ended March 31, 2010 and March 31, 2009 and for the period from January 28, 2008 (date of incorporation) to December 31, 2010 and 2009 have been prepared by the Company’s management in conformity with accounting principles generally accepted in the United States of America. In the opinion of management, all adjustments considered necessary for a fair presentation of the results of operations and financial position have been included and all such adjustments are of a normal recurring nature.

Operating results for the quarter ended March 31, 2010 are not necessarily indicative of the results that can be expected for the year ending December 31, 2010.

CETRONE ENERGY COMPANY
(A Development Stage Enterprise)
CONDENSED BALANCE SHEETS

	March 31,			December 31,
	2010			2009
	(unaudited)
ASSETS

CURRENT ASSETS
Cash	$	2,742		$	5,656
Prepaid expense		-			2,500
Total Current Assets		2,742			8,156



TOTAL ASSETS	$	2,742		$	8,156

LIABILITIES AND STOCKHOLDERS' (DEFICIT)

CURRENT LIABILITIES
Accounts payable	$	11,876		$	10,922
Note payable - related party		100			100
Note payable		-			180
Total Current Liabilities		11,976			11,202

COMMITMENTS AND CONTINGENCIES		-			-

STOCKHOLDERS' (DEFICIT)
Common stock, $0.001 par value; 50,000,000 shares
authorized, 2,252,150 shares issued and outstanding
respectively		2,252			2,252
Additional paid-in capital		12,920			12,920
Accumulated deficit		(24,406	)		(18,218	)
Total Stockholders' (Deficit)		(9,234	)		(3,046	)

TOTAL LIABILITIES AND
STOCKHOLDERS' (DEFICIT)	$	2,742		$	8,156
		-			-

F-1

CETRONE ENERGY COMPANY
(A Development Stage Enterprise)
CONDENSED STATEMENTS OF OPERATIONS
(Unaudited)


							Period from
	Three Months			Three Months			January 28,2008
	Ended			Ended			(Inception) to
	March 31,			March 31,			March 31,
	2010			2009			2009


REVENUES	$	-		$	-		$	-

OPERATING EXPENSES
Consulting		-			-			2,524
Professional fees		481			4,425			10,156
General and administrative expenses		5,707			85			11,726
Total operating expenses		6,188			4,510			24,406

LOSS FROM OPERATIONS		(6,188	)		(4,510	)		(24,406	)

OTHER INCOME (EXPENSES)
Other income		-			-			-
Interest income		-			-			-
TOTAL OTHER INCOME (EXPENSES)		-			-			-

LOSS BEFORE TAXES		(6,188	)		(4,510	)		(24,406	)

INCOME TAX EXPENSE		-			-			-

NET LOSS	$	(6,188	)	$	(4,510	)	$	(24,406	)

NET LOSS PER COMMON SHARE,
BASIC AND DILUTED	$	(0.00	)	$	(0.00	)

WEIGHTED AVERAGE NUMBER
OF COMMON SHARES OUTSTANDING,
BASIC AND DILUTED		2,252,150			2,228,025

F-2

CETRONE ENERGY COMPANY
(A Development Stage Enterprise)
CONDENSED STATEMENT OF STOCKHOLDERS' (DEFICIT)
(Unaudited)



							Additional						Total
	Common Stock						Paid-in			Accumulated			Stockholders'
	Shares			Amount			Capital			Deficit			Equity (Deficit)



Common stock issued for cash
at $0.001 per share		2,000,000		$	2,000		$			$			$	2,000

Common Stock for services
at $0.01 per share		200,000			200			1,800			-			2,000
														-
Cancellation of stock issued for														-
services at $0.08 per share		(100,000	)		(100	)		(900	)		-			(1,000	)

Common stock issued for cash
at $0.08 per share		25,775			26			2,036			-			2,062

Net loss for period ended
December 31, 2008		-			-			-			(5,021	)		(5,021	)

Balance, December 31, 2008		2,125,775		$	2,126		$	2,936		$	(5,021	)	$	41

Common stock issued for cash at
$0.08 per share		126,375			126			9,984			-			10,110

Net loss for period ended														-
December 31, 2009		-			-			-			(13,197	)		(13,197	)

Balance, December 31, 2009		2,252,150		$	2,252		$	12,920		$	(18,218	)	$	(3,046	)

Net loss for period ended														-
March 31, 2010		-			-			-			(6,188	)		(6,188	)

Balance, March 31, 2010		2,252,150		$	2,252		$	12,920		$	(24,406	)	$	(9,234	)

F-3

CETRONE ENERGY COMPANY
(A Development Stage Enterprise)
CONDENSED STATEMENTS OF CASH FLOWS
(Unaudited)

							Period from
							January 28, 2008
	Three Months Ended			Three Months Ended			Through
	March 31,			March 31,			December 31,
	2010			2009			2010


CASH FLOWS FROM OPERATING ACTIVITIES:
Net gain (loss)	$	(6,188	)	$	(4,510	)	$	(24,406	)
Common stock issued for services								-
Adjustments to reconcile net loss to net cash								-
provided (used) by operating activities:								-
Decrease (increase) in prepaids		2,500						-
Increase (decrease) in accounts payable		954			3,975			11,876
Net cash provided (used) by operating activities		(2,734	)		(535	)		(12,530	)

CASH FLOWS PROVIDED BY INVESTING ACTIVITIES:
Net cash used by investing activities		-			-			-

CASH FLOWS PROVIDED BY FINANCING ACTIVITIES:
Proceeds from sale of common stock		-			-			15,172
Proceeds from note payable - related party		-			-			100
Proceeds from note payable		(180	)		-			-
Net cash provided by financing activities		(180	)		-			15,272

Net increase (decrease) in cash and cash equivalents		(2,914	)		(535	)		2,742

Cash at beginning of period		5,656			3,296			-

Cash at end of period	$	2,742		$	2,761		$	2,742


SUPPLEMENTAL CASH FLOW DISCLOSURES:
Income taxes paid	$	-		$	-		$	-
Interest paid	$	-		$	-		$	-

F-4

CETRONE ENERGY COMPANY

(A Development Stage Enterprise)

NOTES TO THE CONDENSED FINANCIAL STATEMENTS

MARCH 31, 2010

NOTE 1 – DESCRIPTION OF BUSINESS

Cetrone Energy Company was incorporated on January 28, 2008 in the State of Nevada. The principal business of the Company is to develop “green” renewable fuel source for agricultural operations, specifically biodiesel. The Company’s year-end is December 31. The Company currently has no operations or realized revenues from its planned principle business purpose and, in accordance with FASB ASC 915 “Development Stage Entities,” is considered a Development Stage Enterprise.

NOTE 2 – SUMMARY OF SIGNIFICANT ACCOUNTING PRINCIPLES

This summary of significant accounting policies of Cetrone Energy Company is presented to assist in understanding the Company’s financial statements. The financial statements and notes are representations of the Company’s management, which is responsible for their integrity and objectivity. These accounting policies conform to accounting principles generally accepted in the United States of America, and have been consistently applied in the preparation of the financial statements.

Estimates

The preparation of financial statements in conformity with generally accepted accounting principles requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. Actual results could differ from those estimates.

Cash and cash equivalents

For the Statements of Cash Flows, all highly liquid investments with maturity of three months or less are considered to be cash equivalents. There were no cash equivalents as of March 31, 2010 or December 31, 2009.

Income taxes

The Company accounts for income taxes under FASB ASC 740 "Income Taxes." Under the asset and liability method of FASB ASC 740, deferred tax assets and liabilities are recognized for the future tax consequences attributable to differences between the financial statements carrying amounts of existing assets and liabilities and their respective tax bases. Deferred tax assets and liabilities are measured using enacted tax rates expected to apply to taxable income in the years in which those temporary differences are expected to be recovered or settled. Under FASB ASC 740, the effect on deferred tax assets and liabilities of a change in tax rates is recognized in income in the period the enactment occurs. A valuation allowance is provided for certain deferred tax assets if it is more likely than not that the Company will not realize tax assets through future operations.

F-5

CETRONE ENERGY COMPANY

(A Development Stage Enterprise)

NOTES TO THE CONDENSED FINANCIAL STATEMENTS

MARCH 31, 2010

Share Based Expenses

FASB ASC 718 "Compensation - Stock Compensation" prescribes accounting and reporting standards for all stock-based payments award to employees, including employee stock options, restricted stock, employee stock purchase plans and stock appreciation rights, may be classified as either equity or liabilities. The Company determines if a present obligation to settle the share-based payment transaction in cash or other assets exists. A present obligation to settle in cash or other assets exists if: (a) the option to settle by issuing equity instruments lacks commercial substance or (b) the present obligation is implied because of an entity's past practices or stated policies. If a present obligation exists, the transaction should be recognized as a liability; otherwise, the transaction should be recognized as equity. The Company accounts for stock-based compensation issued to non-employees and consultants in accordance with the provisions of FASB ASC 505-50 "Equity - Based Payments to Non-Employees." Measurement of share-based payment transactions with non-employees is based on the fair value of whichever is more reliably measurable: (a) the goods or services received; or (b) the equity instruments issued. The fair value of the share-based payment transaction is determined at the earlier of performance commitment date or performance completion date.

Fair Value of Financial Instruments

The Company's financial instruments as defined by FASB ASC 825-10-50 include cash, trade accounts receivable, and accounts payable and accrued expenses. All instruments are accounted for on a historical cost basis, which, due to the short maturity of these financial instruments, approximates fair value at March 31, 2010.

FASB ASC 820 defines fair value, establishes a framework for measuring fair value in accordance with generally accepted accounting principles, and expands disclosures about fair value measurements. ASC 820 establishes a three-tier fair value hierarchy which prioritizes the inputs used in measuring fair value as follows:

Level 1. Observable inputs such as quoted prices in active markets;

Level 2. Inputs, other than the quoted prices in active markets, that are observable either directly or indirectly; and

Level 3. Unobservable inputs in which there is little or no market data, which requires the reporting entity to develop its own assumptions.

The Company does not have any assets or liabilities measured at fair value on a recurring basis at March 31, 2010. The Company did not have any fair value adjustments for assets and liabilities measured at fair value on a nonrecurring basis during the period ended December 31, 2010.

Accounting Pronouncements

Recently Implemented Standards

In February 2010, the Financial Accounting Standards Board (FASB) issued Accounting Standards Update 2010-09, Subsequent Events (Topic 855):Amendments to Certain Recognition and Disclosure Requirements. This Update amends to Subtopic 855-10, Subsequent Events – Overall, to require SEC filers to evaluate subsequent events through the date that the financial statements are issued.

F-6

CETRONE ENERGY COMPANY

(A Development Stage Enterprise)

NOTES TO THE CONDENSED FINANCIAL STATEMENTS

MARCH 31, 2010

In January 2010, the FASB issued guidance to amend the disclosure requirements related to recurring and nonrecurring fair value measurements. The guidance requires a roll forward of activities on purchases, sales, issuance, and settlements of the assets and liabilities measured using significant unobservable inputs (Level 3 fair value measurements). The guidance will become effective for the Company with the reporting period beginning July 1, 2011. The adoption of this guidance will not have a material impact on the Company’s consolidated financial statements.

Going Concern

As shown in the accompanying financial statements, the Company had negative working capital and an accumulated deficit incurred through March 31, 2010. The Company currently has minimal operations which raise substantial doubt about the Company’s ability to continue as a going concern. The financial statements do not include any adjustments relating to the recoverability and classification of recorded assets, or the amounts and classification of liabilities that might be necessary in the event the Company cannot continue in existence.

Management has established plans designed to increase the sales of the Company’s products, and decrease debt. The Company plans to source raw materials needed for remanufacture domestically, then produce the needed biofuel in small batches tailored to the needs of customer demand until such time as larger quantities can be produced. Profit margins will presumably increase as batch size and storage limits can be increased. However, currently the Company is dependent upon raising proceeds from the sale of its common stock or through debt financing in order to continue the development of its proposed business. Management intends to seek additional capital from new equity securities offerings that will provide funds needed to increase liquidity, fund internal growth and fully implement its business plan.

An estimated $120,000 is believed necessary to continue operations and increase development through the next fiscal year. The timing and amount of capital requirements will depend on a number of factors, including demand for products and services and the availability of opportunities for expansion through affiliations and other business relationships. Management intends to seek new capital from new equity securities issuances to provide funds needed to increase liquidity, fund internal growth, and fully implement its business plan.

NOTE 3– PREPAID EXPENSES

The Company paid $2,500 for services in November 2009. The services were performed in March 2010. The Company deemed the expenses as prepaid in 2009 and expensed upon performance of services in 2010.

NOTE 4– CAPITAL STOCK

Common Stock

The Company is authorized to issue 50,000,000 shares of common stock. All shares have equal voting rights, are non-assessable and have one vote per share. Voting rights are not cumulative and, therefore, the holders of more than 50% of the common stock could, if they choose to do so, elect all of the directors of the Company.

F-7

CETRONE ENERGY COMPANY

(A Development Stage Enterprise)

NOTES TO THE CONDENSED FINANCIAL STATEMENTS

MARCH 31, 2010

In its initial capitalization, the Company issued 2,200,000 shares of common stock for a total of $2,000 cash, and $2,000 in services. Subsequent to the issuance of shares, a consultant was unable to complete the required services and 100,000 shares for $1,000 in services were returned to the Company.

During the year ended December 31, 2008 the Company sold 25,775 shares of common stock pursuant to a registered offering at $0.08 per share for total cash of $2,062.

During the year ended December 31, 2009, the Company sold 126,375 shares of common stock pursuant to a registered offering at $0.08 per share for total cash of $10,110.

Net loss per common share

Net loss per share is calculated in accordance with FASB ASC 260, “Earnings Per Share.” The weighted-average number of common shares outstanding during each period is used to compute basic loss per share. Diluted loss per share is computed using the weighted averaged number of shares and dilutive potential common shares outstanding. Dilutive potential common shares are additional common shares assumed to be exercised.

Basic net loss per common share is based on the weighted average number of shares of common stock outstanding during 2010 or 2009 and since inception. As of December 31, 2010 and 2009 and since inception, the Company had no dilutive potential common shares.

NOTE 5 – RELATED PARTY TRANSACTIONS

On May 16, 2008, an officer and director of the Company used $100 to open up a bank account on behalf of the Company. As of March 31, 2010 and December 31, 2009, the Company has not yet reimbursed the officer for this cash advance. The funds advanced are unsecured, non-interest bearing, and due on demand.

F-8

ITEM 2. MANAGEMENT’S DISCUSSION AND ANALYSIS OR PLAN OF OPERATIONS

The following discussion should be read in conjunction with the information contained in the financial statements of Cetrone Energy Company (“CEC”) and the notes which form an integral part of the financial statements which are attached hereto.

The financial statements mentioned above have been prepared in conformity with accounting principles generally accepted in the United States of America and are stated in United States dollars.

CEC is a start-up, development stage company, incorporated in the State of Nevada on January 28, 2008 and with a fiscal year end of December 31. We have no subsidiaries, affiliated companies or joint venture partners.

We have not conducted any revenue generating operations since our inception. Our objective is to enter into the re-manufactured bio-fuels industry. We anticipate that this industry will become more and more completive over the course of the next twelve months. Competitors within this market segment will more than likely have superior financing and be better positioned than CEC.

The Company currently has approximately $2,700 of cash on hand with total liabilities of $11,976. Investors must be aware that if we are unable to secure additional funding within the next three to four months, estimated at $50,000 are business will likely fail and any investment made into the Company would be lost in its entirety

If the Company is able to secure additional funding, of there can be no guarantee or assurance, CEC plans to source raw materials needed for the remanufacture of bio-fuel domestically; and then if and when, revenues allow we plan to produce our own bio-fuel in small batches customized to meet the needs of specific clientele. If and when we can establish clientele and subsequently increase revenue we plan to produce larger quantities of bio-fuel as demand dictates within our market segment. In order to begin generating bio-fuel CEC will be required to source out raw materials including vegetable oil and petroleum distillates. We currently have no contracts or agreements in place with any supplier of the required raw materials and there can be no guarantee or assurance that we will be capable of securing any such contract at favorable terms in the future.

We anticipate that profit margins will increase as batch size and storage limits can be increased. We cannot guarantee however, that demand for our product will ever increase. The vast majority of all agricultural enterprises use distillate fuel oil in their operations. We believe our intended product(s) could represent a cost effective environmental friendly alternative to diesel fuel not only agricultural applications but also across multiple market segments that rely on diesel fuel for their energy needs.

We anticipate that our largest target market will be agribusinesses. In order to reach and grow within our market segment it is critical we establish our bio-fuel products as reliable and available to potential customers. This will require us to coordinate closely with third-party providers such as tanker truck delivery services and potentially conversion services needed in order for engines and machinery to effectively utilize our bio-fuel. It should be noted that agribusiness is seasonally driven, as such during off seasons our anticipated business would likely suffer and we cannot provide any assurance to investors that we will be able to endure during these downtimes.

Principal Office

Michael Cetrone, officer and director, makes available his home office located at 11010 E. Boundary Road, Elk, WA 99009- telephone (509) 714-5236 to the Company free of charge. There are no arrangements by and between Mr. Cetrone and the Company for use of the office space. The Company does not have exclusive use of this office space; Mr. Cetrone also utilizes this space for purposes other than those of the Company.

Cetrone’s management does not currently have policies regarding the acquisition or sale of real estate assets primarily for possible capital gain or primarily for income. Cetrone does not presently hold any investments or interests in real estate, investments in real estate mortgages or securities of or interests in persons primarily engaged in real estate activities.

Other information

As of March 31, 2010 CEC had 2,252,150 shares outstanding.

CEC is responsible for filing various forms with the United States Securities and Exchange Commission (the “SEC”) such as Form 10K and Form 10Qs. The shareholders may read and copy any material filed by CEC with the SEC at the SEC’s Public Reference Room at 100 F Street, N.E., Washington, DC, 20549. The shareholders may obtain information on the operations of the Public Reference Room by calling the SEC at 1-800-SEC-0330. The SEC maintains an Internet site that contains reports, proxy and information statements, and other information which CEC has filed electronically with the SEC by assessing the website using the following address: http://www.sec.gov. CEC has no website at this time.

Planned Business

The following discussion should be read in conjunction with the information contained in the financial statements of CEC and the notes, which forms an integral part of the financial statements, which are attached hereto.

DESCRIPTION OF THE PROPERTY

We own no property. Michael Cetrone, officer and director, makes available his home office located at 11010 E. Boundary Road, Elk, WA 99009- telephone (509) 435.2339 to the Company free of charge. There are no arrangements by and between Mr. Cetrone and the Company for use of the office space. The Company does not have exclusive use of this office space; Mr. Cetrone also utilizes this space for purposes other than those of the Company.

Plan of Operation

We must raise cash to implement our business plan. We will require approximately $50,000 for the next twelve months in order to continue our proposed business. We have accounts payable of $11,976. We estimate that we will require $12,000 for reporting requirements (bookkeeping, accounting, and filing fees) this would leave the Company with $26,000 to expend towards the development of its proposed business. If we are unable to secure additional funding within the next three to four months are business will likely fail and any investment made into the Company would be lost in its entirety.

Since incorporation, the Company has financed its operations through minimal initial capitalization and nominal business activity. As of March 31, 2010 we had $2,742 of cash on hand. We had total liabilities of $11,979 of which expenses were primarily related to costs associated with maintaining reporting company status with the Securities and Exchange Commission.

To date, the Company has not implemented its fully planned principal operations or strategic business plan. Presently, CEC is attempting to secure sufficient monetary assets to increase operations. CEC cannot assure any investor that it will be able to enter into sufficient business operations adequate enough to insure continued operations.

The Company’s ability to commence operations is entirely dependent upon raising additional proceeds, estimated at $50,000. If CEC does not raise at least the minimum offering amount, it will be unable to establish a base of operations, without which it will be unable to begin to generate any revenues in the future. If CEC does not produce sufficient cash flow to support its operations over the next 12 months, the Company will need to raise additional capital by issuing capital stock in exchange for cash in order to continue as a going concern.

There are no formal or informal agreements to attain such financing. CEC cannot assure any investor that, if needed, sufficient financing can be obtained or, if obtained, that it will be on reasonable terms. Without realization of additional capital, it would be unlikely for operations to continue and any investment made by an investor would be lost in its entirety.

CEC management does not expect to incur research and development costs within the next twelve months.

CEC currently does not own any significant plant or equipment that it would seek to sell in the near future

The Company has not paid for expenses on behalf of any director. Additionally, CEC believes that this policy shall not materially change within the next twelve months.

Competitive Factors

Bio-fuels industry is fairly new and undeveloped at this time and it competes directly with the established infrastructure of the domestic oil and gas industry. As such, our competition represents a large, well developed, mature industry with well established distribution and delivery systems. Our direct competitors include companies like Exxon/Mobile, Chevron, British Petroleum and Texaco. We will essentially begin be providing a ‘boutique’ type fuel outlet providing more environmentally friendly fuel at a competitive cost. There can be no assurance that Cetrone Energy Company will ever be able to compete with any of the competitors described herein. In addition, there may be other competitors the company is unaware of at this time that would also impede or prevent the company’s success.

Regulations

If and when we conduct operations we will be required to comply with all regulations, rules and directives of governmental authorities and agencies applicable to the manufacturing of alternative fuels, specifically bio-fuel in the United States. Moreover, if we ever enter into production, we may have expenses to comply with permit and regulatory environment laws both locally and federally.

Employees

CEC management does not anticipate the need to hire employees over the next twelve (12) months. Currently, the Company believes the services provided by its officers appear sufficient at this time. Our officers/directors do not have an employment agreement with us. We presently do not have pension, health, annuity, insurance, profit sharing or similar benefit plans; however, we may adopt such plans in the future. There are presently no benefits available to any employee.

Investment Policies

CEC does not have an investment policy at this time. Any excess funds it has on hand will be deposited in interest bearing notes such as term deposits or short term money instruments. There are no restrictions on what the director is able to invest or additional funds held by CEC. Presently CEC does not have any excess funds to invest.

Since we have had very minimal business activity, it is the opinion of management that the most meaningful financial information relates primarily to current liquidity and solvency. As at March 31, 2010 we had $2,742 cash on hand and liabilities of $11,976. The Company will require cash injections of approximately $50,000 to enable the Company to meet its anticipated expenses over the next twelve months. Unless we raise additional funds immediately, we will be faced with a working capital deficiency that may result in the failure of our business, resulting in a complete loss of any investment made into the Company. Our future financial success will be dependent on the success of obtaining capital.

Our financial statements contained herein have been prepared on a going concern basis, which assumes that we will be able to realize our assets and discharge our obligations in the normal course of business. We incurred a net loss for the period from the inception of our business on January 28, 2008 to March 31, 2010 of $24,406. We did not earn any revenues from operations during the aforementioned period.

Critical Accounting Policies

Our financial statements and related public financial information are based on the application of accounting principles generally accepted in the United States (“GAAP”). GAAP requires the use of estimates; assumptions, judgments and subjective interpretations of accounting principles that have an impact on the assets, liabilities, revenue and expense amounts reported. These estimates can also affect supplemental information contained in our external disclosures including information regarding contingencies, risk and financial condition. We believe our use of estimates and underlying accounting assumptions adhere to GAAP and are consistently and conservatively applied. We base our estimates on historical experience and on various other assumptions that we believe to be reasonable under the circumstances. Actual results may differ materially from these estimates under different assumptions or conditions. We continue to monitor significant estimates made during the preparation of our financial statements.

Our significant accounting policies are summarized in Note 2 of our financial statements. While all these significant accounting policies impact our financial condition and results of operations, we view certain of these policies as critical. Policies determined to be critical are those policies that have the most significant impact on our financial statements and require management to use a greater degree of judgment and estimates. Actual results may differ from those estimates. Our management believes that given current facts and circumstances, it is unlikely that applying any other reasonable judgments or estimate methodologies would cause effect on our consolidated results of operations, financial position or liquidity for the periods presented in this report.

Trends. We are a development stage business and have not generated any revenue and have no prospects of generating any revenue in the foreseeable future. There can be no guarantee or assurance that management will be successful in developing the proposed business of the Company. Investors must be aware that failure to do so would result in a complete loss of any investment made into the Company

Limited Operating History; Need for Additional Capital. There is no historical financial information about us upon which to base an evaluation of our performance as a business. We are a development stage company and have not generated any revenues since our formation on January 28, 2008. We require immediate additional capital in order to continue as a going concern. If we are unable to secure approximately $50,000 of the course of the next twelve months our business will fail and any investment made into the Company would be lost in its entirety.

We cannot guarantee we will be successful in our business activities or in any activity that management directs the business. Our business is subject to risks inherent in the establishment of a new business enterprise, including limited capital resources, and possible cost overruns due to price and cost increases in services.

Results of Operations – Since inception to March 31, 2010.

For the three months ended March 31, 2010, we had a net loss of $6,188 compared to a net loss of $4,510 for the three months period ended March 31, 2009. The losses were a result of the Company having no revenues for either of the periods. The expenses for these periods were related primarily to fees associated with maintaining reporting company status. The Company had an accumulated loss since inception of $24,406. We have not generated any revenue from operations since inception. Our accumulated loss from our date of inception represents various expenses incurred with organizing the company, undertaking audits, recognizing management fees and general office expenses.

Balance Sheet as at March 31, 2010. We had $2,742 of cash available as of March 31, 2010. Our total liabilities at March 31, 2010 were $11,976. Total shares issued outstanding, as at March 31, 2010, was 2,252,150.

DISCLOSURE REGARDING FORWARD-LOOKING STATEMENTS

This Form 10-Q contains statements that constitute forward-looking statements. The words “expect,” “estimate,” “anticipate,” “predict,” “believe,” and similar expressions and variations thereof are intended to identify forward-looking statements. Such forward-looking statements include statements regarding, among other things, (a) our estimates of raw material, (b) our projected sales and profitability, (c) our growth strategies, (d) anticipated trends in our industry, (e) our future financing plans, (f) our anticipated needs for working capital and (g) the benefits related to ownership of our common stock. This information may involve known and unknown risks, uncertainties, and other factors that may cause our actual results, performance, or achievements to be materially different from the future results, performance, or achievements expressed or implied by any forward-looking statements for the reasons, among others, described within the various sections of this Form 10-Q.

In light of these risks and uncertainties, there can be no assurance that the forward-looking statements contained in this Form 10-Q will in fact occur as projected. We undertake no obligation to release publicly any updated information about forward-looking statements to reflect events or circumstances occurring after the date of this Form 10-Q or to reflect the occurrence of unanticipated events.

ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURE ABOUT MAKET RISK

We believe that there have been no significant changes in our market risk exposures for the three months ended March 31, 2010.

ITEM 4. CONTROLS AND PROCEDURES

Michael Cetrone, Chief Executive Officer and Chief Financial Officer, evaluated the effectiveness of our disclosure controls and procedures as required by Exchange Act Rule 13a-15(b) as of the end of the period covered by this report. Based on that evaluation, the Chief Executive Officer/Chief Financial Officer concluded that these disclosure controls and procedures are not effective. See below within this section “CONCLUSION” for specifics of why the controls and procedures were determined to be ineffective.

There were no changes in our internal control over financial reporting during the quarter ended March 31, 2010 that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting. See below within this section “CONCLUSION” for management’s plans relating to controls and procedures in the future.

CEO/CFO CERTIFICATIONS

Appearing immediately following the Signatures section of this Amended Quarterly Report there are two separate forms of "Certifications" of the CEO/CFO, Michael Cetrone. The second form of Certification is required in accord with Section 302 of the Sarbanes-Oxley Act of 2002 (the Section 302 Certification). This section of the Quarterly Report, which you are currently reading is the information concerning the Controls Evaluation referred to in the Section 302 Certifications and this information should be read in conjunction with the Section 302 Certifications for a more complete understanding of the topics presented.

DISCLOSURE CONTROLS AND INTERNAL CONTROLS

Disclosure Controls are procedures that are designed with the objective of ensuring that information required to be disclosed in our reports filed under the Securities Exchange Act of 1934 (Exchange Act), such as this Quarterly Report, is recorded, processed, summarized and reported within the time periods specified in the Securities and Exchange Commission's (SEC) rules and forms. Disclosure Controls are also designed with the objective of ensuring that such information is accumulated and communicated to our management, including the CEO and CFO, as appropriate to allow timely decisions regarding required disclosure.

Internal Controls are procedures which are designed with the objective of providing reasonable assurance that (1) our transactions are properly authorized; (2) our assets are safeguarded against unauthorized or improper use; and (3) our transactions are properly recorded and reported, all to permit the preparation of our financial statements in conformity with generally accepted accounting principles. Our disclosure controls and procedures are designed to provide reasonable assurance of achieving their objectives.

LIMITATIONS ON THE EFFECTIVENESS OF CONTROLS

The Company's management, including the CEO and CFO, does not expect that our Disclosure Controls or our Internal Controls will prevent all error and all fraud. A control system, no matter how well designed and operated, can provide only reasonable, not absolute, assurance that the objectives of the control system are met. Further, the design of a control system must reflect the fact that there are resource constraints, and the benefits of controls must be considered relative to their costs. Because of the inherent limitations in all control systems, no evaluation of controls can provide absolute assurance that all control issues and instances of fraud, if any, within the 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. Additionally, controls can be circumvented by the individual acts of some persons, by collusion of two or more people, or by management override of the control.

The design of any system of controls also is based in part upon certain assumptions about the likelihood of future events, and there can be no assurance that any design will succeed achieving its stated goals under all potential future conditions; over time, control may become inadequate because of changes in conditions, or the degree of compliance with the policies or procedures may deteriorate. Because of the inherent limitations in a cost-effective control system, misstatements due to error or fraud may occur and not be detected.

CONCLUSION

In accordance with SEC requirements, the CEO/CFO note that, as of the quarter ended March 31, 2010 covered by this report, there were material weaknesses in our Internal Controls.

• Policies and Procedures for the Financial Close and Reporting Process — Currently there are no policies or procedures that clearly define the roles in the financial close and reporting process. The various roles and responsibilities related to this process should be defined, documented, updated and communicated. Failure to have such policies and procedures in place amounts to a material weakness to the Company’s internal controls over its financial reporting processes.

• Representative with Financial Expertise — For the period ending March 31, 2010, the Company did not have a representative with the requisite knowledge and expertise to review the financial statements and disclosures at a sufficient level to monitor the financial statements and disclosures of the Company. Failure to have a representative with such knowledge and expertise amounts to a material weakness to the Company’s internal controls over its financial reporting processes.

• Adequacy of Accounting Systems at Meeting Company Needs — The accounting system in place at the time of the assessment lacks the ability to provide high quality financial statements from within the system, and there were no procedures in place or built into the system to ensure that all relevant information is secure, identified, captured, processed, and reported within the accounting system. Failure to have an adequate accounting system with procedures to ensure the information is secure and accurately recorded and reported amounts to a material weakness to the Company’s internal controls over its financial reporting processes.

• Segregation of Duties — Management has identified a significant general lack of definition and segregation of duties throughout the financial reporting processes. Due to the pervasive nature of this issue, the lack of adequate definition and segregation of duties amounts to a material weakness to the Company’s internal controls over its financial reporting processes.

• Lack of Audit Committee and Outside Directors in the Company’s Board of Directors - We do not have a functioning audit committee or outside directors on our board of directors, resulting in ineffective oversight in the establishment and monitoring of required internal controls and procedures.

In light of the foregoing, once we have the adequate funds, management plans to develop the following additional procedures to help address these material weaknesses:

• Cetrone will create and refine a structure in which critical accounting policies and estimates are identified, and together with other complex areas, are subject to multiple reviews by accounting personnel. In addition, we plan to enhance and test our month-end and year-end financial close process. Additionally, our audit committee will increase its review of our disclosure controls and procedures. We also intend to develop and implement policies and procedures for the financial close and reporting process, such as identifying the roles, responsibilities, methodologies, and review/approval process. We believe these actions will remediate the material weaknesses by focusing additional attention and resources in our internal accounting functions. However, the material weaknesses will not be considered remediated until the applicable remedial controls operate for a sufficient period of time and management has concluded, through testing, that these controls are operating effectively.

PART 11 – OTHER INFORMATION

ITEM 1. LEGAL PROCEEDINGS

There are no legal proceedings to which CEC or is a party or is subject, nor to the best of management’s knowledge are any material legal proceedings contemplated.

ITEM 2. UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS

There has been no change in our securities since the fiscal year ended December 31, 2009.

ITEM 3. DEFAULTS UPON SENIOR SECURITIES

None

ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS

There have been no matters brought forth to the securities holders to vote upon during this quarter.

ITEM 5. OTHER INFORMATION

None

ITEM 6. EXHIBITS AND REPORTS ON FORM 8-K

(a) (3) Exhibits

The following exhibits are included as part of this report:


31.1		8650 SECTION 302 CERTIFICATION OF CHIEF EXECUTIVE OFFICER AND CHIEF FINANCIAL OFFICER

32.1

CERTIFICATION PURSUANT TO 18 U.S.C. SECTION 1350 AS ADOPTED PURSUANT TO SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002

Reports on Form 8-K

None

SIGNATURES

In accordance with the requirements of the Exchange Act, the registrant caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.

	CETRONE ENERGY COMPANY
	(Registrant)



Date: May 15, 2010	/S/ MICHAEL CETRONE
	Chief Executive Officer, President and Director Chief Financial Officer, Chief Accounting Officer, and Director