UNITED
STATES


SECURITIES
AND EXCHANGE COMMISSION


WASHINGTON,
D.C. 20549


________________




FORM
10-K




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




FOR
THE FISCAL YEAR ENDED DECEMBER 31, 2008




Commission
File Number:  333-153381


_______________________________




CETRONE ENERGY
COMPANY


(Exact
name of registrant as specified in its charter)




NEVADA
            
            26-1972677(State
      or other jurisdiction of incorporation or organization)
            
            (I.R.S.
      Employer Identification No.)





11010 E. Boundary
Road


Elk,
WA  99009


(Address
of principal executive offices, including zip code)





(509) 714-5236


(Registrant's
telephone number, including area code)




Securities
registered pursuant to Section 12(b) of the Act:


Common
Stock, $0.001 par value per share




Title
      of class
            
            Name
      of each exchange on which registeredCommon
      Stock. $0.001 par value per share
            
            None




Securities
registered pursuant to Section 12(g) of the Act:


None




Indicate
by check mark if the registrant is a well-known seasoned issuer, as defined in
405 of the Securities Act.   Yes o   No
x




Indicate
by check mark if the registrant is not required to file reports pursuant to
Section 13 or Section 15(d) of the Exchange Act.   Yes
x   No
o




Indicate
by check mark whether the registrant: (1) has filed all reports required to
be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934
during the preceding 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
o







1





Indicate
by check mark if disclosure of delinquent filers pursuant to Item 405 of
Regulation S-K is not contained herein, and will not be contained, to the
best of Registrant's knowledge, in definitive proxy


1or
information statements incorporated by reference in Part III of this
Form 10-K or any amendment to this Form 10-K.   o





Indicate
by check mark whether the registrant is a large accelerated filer, an
accelerated filer, a non-accelerated filer, or a smaller reporting company.
See the definitions of "large accelerated filer," "accelerated filer," and
"smaller reporting company" in Rule 12b-2 of the Exchange Act. (Check
one):




Large
      accelerated filer o
            
            Accelerated
      filer oNon-accelerated
      filer o
              (Do
      not check if smaller reporting company)
            
            Smaller
      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
o




As of
March 11, 2009, no market price existed for voting and non-voting common equity
held by non-affiliates of the registrant.





As of
March 11, 2009, the Registrant had outstanding 2,228,025 shares of Common Stock
with a par value of $0.001 per share.




DOCUMENTS
INCORPORATED BY REFERENCE




The
following documents (or portions thereof) are incorporated herein by
reference:  registration statement and exhibits thereto filed on Form
S-1 December 13, 2007 are incorporated by reference within Part I and Part II
herein.





2





INDEX


CETRONE
ENERGY COMPANY


PAGE NOPART IITEM 1.
                            BUSINESS
                            4ITEM 1A.
                            RISK
      FACTORS
                            5ITEM 2.
                            PROPERTIES
                            8ITEM 3.
                            LEGAL
      PROCEEDINGS
                            8ITEM 4.
                            SUBMISSION
      OF MATTERS TO A VOTE OF SECURITY HOLDERS
                            8PART IIITEM 5.
                            MARKET
      FOR REGISTRANT'S COMMON EQUITY, RELATED STOCKHOLDER MATTERS AND ISSUER
      PURCHASES OF EQUITY SECURITIES
                            8ITEM 6.
                            SELECTED
      FINANCIAL DATA
                            9ITEM 7.
                            MANAGEMENT'S
      DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF
      OPERATIONS
                            10ITEM 7A.
                            QUANTITATIVE
      AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK
                            11ITEM 8.
                            FINANCIAL
      STATEMENTS AND SUPPLEMENTARY DATA
                            11ITEM 9.
                            CHANGES
      IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIAL
      DISCLOSURE
                            11ITEM 9A(T).
                            CONTROLS
      AND PROCEDURES
                            11ITEM 9B.
                            OTHER
      INFORMATION
                            14PART IIIITEM 10.
                            DIRECTORS
      AND EXECUTIVE OFFICERS AND CORPORATE GOVERNANCE
                            14ITEM 11.
                            EXECUTIVE
      COMPENSATION
                            15ITEM 12.
                            SECURITY
      OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND RELATED
      STOCKHOLDER MATTERS
                            16ITEM 13.
                            CERTAIN
      RELATIONSHIPS AND RELATED TRANSACTIONS, AND DIRECTOR
      INDEPENDENCE
                            16ITEM 14.
                            PRINCIPAL
      ACCOUNTANT FEES AND SERVICES
                            16PART IVITEM 15.
                            EXHIBITS
      AND FINANCIAL STATEMENT SCHEDULES
                            17SIGNATURES
                            18








3





PART
I.




Cautionary
Note




This
Annual Report on Form 10-K contains forward-looking statements within the
meaning of Section 27A of the Securities Act of 1933 and Section 21E
of the Securities Exchange Act of 1934, which are subject to a number of risks
and uncertainties. All statements that are not historical facts are
forward-looking statements, including statements about our business strategy,
the effect of Generally Accepted Accounting Principles ("GAAP") pronouncements,
uncertainty regarding our future operating results and our profitability,
anticipated sources of funds and all plans, objectives, expectations and
intentions and the statements regarding future potential revenue, gross margins
and our prospects for fiscal 2009. These statements appear in a number of places
and can be identified by the use of forward-looking terminology such as "may,"
"will," "should," "expect," "plan," "anticipate," "believe," "estimate,"
"predict," "future," "intend," or "certain" or the negative of these terms or
other variations or comparable terminology, or by discussions of
strategy.




Actual results may vary materially
from those in such forward-looking statements as a result of various factors
that are identified in "Item 1A.—Risk Factors" and elsewhere in this
document. No assurance can be given that the risk factors described in this
Annual Report on Form 10-K are all of the factors that could cause actual
results to vary materially from the forward-looking statements. All
forward-looking statements speak only as of the date of this Annual Report on
Form 10-K.




References
in this Annual Report on Form 10-K to (i) the "Company," the
"Registrant”, "Cetrone”  "we," "our," “CEC,” and "us" refer to Cetrone
Energy Company.





ITEM 1.
            BUSINESS





Company
History




Cetrone
Energy Company Inc. is a Nevada Corporation; incorporated on January 28, 2008.
We are a development stage business and have not begun operations or generated
any revenue to date. CEC’s fiscal year end is December 31.





Cetrone
Energy has never declared bankruptcy, it has never been in receivership, and it
has never been involved in any legal action or proceedings. Since becoming
incorporated, Cetrone has not made any significant purchase or sale of assets,
nor has it been involved in any mergers, acquisitions or
consolidations.  Cetrone has no subsidiaries or
predecessors.





Since our
inception, we have been engaged in business planning activities, including
researching the industry, developing our economic models and financial
forecasts, performing due diligence regarding potential geographic locations
most suitable for our products and identifying future sources of
capital.





Our
registration statement filed on Form S-1 was deemed effective on September 15,
2008.  As of the date of this report we had sold approximately 28,025
common shares at a price of $0.08 per share.





Currently,
CEC has one Officer and Director, Michael Cetrone. Mr. Cetrone has assumed
responsibility for all planning, development and operational duties, and will
continue to do so throughout the beginning stages of the Company. Other than the
Officer/Director, there are no employees at the present time and there are no
plans to hire employees during the next twelve months. The
Company’s administrative office is located at 11010 E. Boundary Road, Elk,
WA 99009, and our telephone number is: (509) 714-5236





4





Business
Development





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.





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.





Compliance with Government
Regulation




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.


Investors
and security holders may obtain a free copy of the Annual Report on Form10-K and
other documents filed by CEC with the Securities and Exchange Commission ("SEC")
at the SEC's website at http://www.sec.gov. Free copies of the Annual Report on
Form 10-K and other documents filed by Cetrone with the SEC may also be
obtained from Cetrone Energy Company by directing a request to Cetrone,
Attention:  Michael Cetrone, President and Chief Executive Officer,
11010 E. Boundary Road Elk, WA  99009 Telephone:  (509)
714-5236.





ITEM
      1A.
            RISK
      FACTORS





Factors
Affecting Future Operating Results




Investing
in our securities involves a high degree of risk. The following risk factors,
issues and uncertainties should be considered when evaluating our future
prospects.





5





In
particular, please consider these risk factors when reading "forward-looking"
statements which appear throughout this report.  Any one of the
following risks could harm our operating results or financial condition and
could result in a significant decline in value of an investment in us. Further,
additional risks and uncertainties that have not yet been identified or which we
currently believe are immaterial may also harm our operating results and
financial condition.




RISKS RELATING TO OUR
BUSINESS





WE ARE A DEVELOPMENT STAGE
COMPANY AND WE HAVE NO OPERATING HISTORY UPON WHICH YOU CAN BASE AN INVESTMENT
DECISION




Our
Company was formed on January 28, 2008, and we have no operating history upon
which you can make an investment decision, or upon which we can accurately
forecast future sales. You should, therefore, consider us subject to the
business risks associated with a new business. The likelihood of our success
must be considered in light of the expenses, difficulties and delays frequently
encountered in connection with the formation and initial operations of a new
business.





OUR AUDITORS HAVE EXPRESSED
SUBSTANTIAL DOUBT ABOUT OUR ABILITY TO CONTINUE AS A GOING
CONCERN





Our
auditor's report on our December 31, 2008 financial statements expresses an
opinion that substantial doubt exists as to whether we can continue as an
ongoing business. Because our Officer may be unable or unwilling to loan or
advance any capital to CEC, we believe that if we do not raise at least $30,000
from our registered offering, we may be required to suspend or cease the
implementation of our business plans within 12 months. Since there is no minimum
and no refunds on sold shares, you may be investing in a company that will not
have the funds necessary to continue to deploy its business
strategies.





WE HAVE NO CUSTOMERS TO
DATE; AND MAY NOT DEVELOP SUFFICIENT CUSTOMERS TO STAY IN BUSINESS IN THE
FUTURE





Cetrone
Energy Company has not sold any products, and may be unable to do so in the
future. If the Company is unable to develop sufficient customers for its
products, it will not generate enough revenue to sustain its business resulting
in business failure and complete loss of any investment(s) made into the
Company.




WE ARE SEEKING ADDITIONAL
FINANCING TO FUND OUR BIOFUEL DEVELOPMENT AND OPERATIONS, AND IF WE ARE UNABLE
TO OBTAIN FUNDING WHEN NEEDED, OUR BUSINESS WOULD FAIL




We need
additional capital to complete navigation of the regulatory issues we face,
locate, acquire and develop our manufacturing and storage facilities, and
acquire the vehicles necessary to deliver our product to our customers at their
location.  We will be required to fund operations through the sale of
equity shares and will not be able to continue as a going concern if we are
unsuccessful in selling such shares.  Any additional equity financing
may be dilutive to stockholders and such additional equity securities may have
rights, preferences or privileges that are senior to those of our existing
common stock.





Furthermore,
debt financing, if available, will require payment of interest and may involve
restrictive covenants that could impose limitations on our operating
flexibility. Our failure to successfully obtain additional future funding may
jeopardize our ability to continue our business and operations.





OUR SUCCESS IS DEPENDENT ON
CURRENT MANAGEMENT, WHO MAY BE UNABLE TO DEVOTE SUFFICIENT TIME TO THE
DEVELOPMENT OF ARE BUSINESS PLAN, WHICH COULD CAUSE THE BUSINESS TO
FAIL




Cetrone
Energy Company is heavily dependent on the limited industry experience that our
sole Officer and Director, Michael Cetrone, brings to the
Company.  Additionally, Mr. Cetrone is employed outside of Cetrone
Energy Company.





6





Mr.
Cetrone has been and continues to expect to be able to commit approximately
10-12 hours per week of his time, to the development of Cetrone Energy Company
business plan in the next twelve months. If management is required to spend
additional time with his outside employment, he may not have sufficient time to
devote to Cetrone Energy Company, and, Cetrone Energy Company would be unable to
develop its business plan.





CHANGING AND UNPREDICTABLE
AGRICULTURAL MARKET CONDITIONS MAY IMPACT THE DEMAND FOR OUR
PRODUCTS





There can
be no guarantee that current agricultural demand for fuel products will
continue.  If other energy companies are successful developing
technologies like hydrogen fuel cells, then any carbon based fuel system may
become obsolete and undesirable in the marketplace.  In such a
condition our products may well no longer be salable to our prospective
customers.





WE WILL RELY ON OTHERS FOR
PRODUCTION OF OUR BIOFUEL PRODUCTS; ANY INTERRUPTIONS OF THESE ARRANGEMENTS
WOULD DISRUPT OUR ABILITY TO FILL CUSTOMERS' ORDERS AND HAVE A MATERIAL IMPACT
ON OUR ABILITY TO OPERATE





We will
be required to obtain products for our product by direct manufacture. Any
increase in labor, equipment, or other production costs could adversely affect
our cost of sales. Qualifying staff to manufacture our product is time-consuming
and might result in unforeseen manufacturing and operations problems. If we are
unable to meet our manufacturing commitments this will adversely affect our
ability to fill customer orders in accordance with required delivery, quality,
and performance requirements. If this were to occur, the resulting decline in
revenue would harm the business.





RISKS RELATED TO OUR COMMON
STOCK





WE ARE CONTROLLED BY CURRENT
OFFICER, DIRECTOR AND PRINCIPAL STOCKHOLDER





Our sole
officer and director beneficially own approximately 90% of the outstanding
shares of our common stock. So long as our officer and director controls a
majority of our fully diluted equity, he will continue to have the ability to
elect our directors and determine the outcome of votes by our stockholders on
corporate matters, including mergers, sales of all or substantially all of our
assets, charter amendments and other matters requiring stockholder approval.
This controlling interest may have a negative impact on the market price of our
common stock by discouraging third-party investors.





THERE IS CURRENTLY NO MARKET
FOR CETRONE ENERGY COMPANY COMMON STOCK





There is
currently no market for Cetrone Energy Company common stock and there is no
assurance that a market will develop in the future. If a market never develops
investors would not be able to sell their stock resulting in a complete loss of
any investment made into the Cetrone.


THERE ARE LEGAL RESTRICTIONS ON THE RESALE OF THE
COMMON SHARES OFFERED, INCLUDING PENNY STOCK REGULATIONS UNDER THE U.S. FEDERAL
SECURITIES LAWS. THESE RESTRICTIONS MAY ADVERSELY AFFECT THE ABILITY OF
INVESTORS TO RESELL THEIR SHARES





We
anticipate that our common stock will continue to be subject to the penny stock
rules under the Securities Exchange Act of 1934, as amended. These rules
regulate broker/dealer practices for transactions in "penny stocks." Penny
stocks are generally equity securities with a price of less than $5.00. The
penny stock rules require broker/dealers to deliver a standardized risk
disclosure document that provides information about penny stocks and the nature
and level of risks in the penny stock market. The broker/dealer must also
provide the customer with current bid and offer quotations for the penny stock,
the compensation of the broker/dealer and its salesperson and monthly account
statements showing the market value of each penny stock held in the customer's
account. The bid and offer quotations and the broker/dealer and salesperson
compensation information must be given to the customer orally or in writing
prior to completing the transaction and must be given to the customer in writing
before or with the customer's confirmation. In addition, the penny stock rules
require that prior to a transaction,





7





the
broker and/or dealer must make a special written determination that the penny
stock is a suitable investment for the purchaser and receive the purchaser's
written agreement to the transaction. The transaction costs associated with
penny stocks are high, reducing the number of broker-dealers who may be willing
to engage in the trading of our shares. These additional penny stock disclosure
requirements are burdensome and may reduce all of the trading activity in the
market for our common stock. As long as the common stock is subject to the penny
stock rules, holders of our common stock may find it more difficult to sell
their shares.




These
risk factors, individually or occurring together, would likely have a
substantially negative effect on Cetrone Energy Company business and would
likely cause it to fail.





ITEM
      1B.
            UNRESOLVED
      STAFF COMMENTS


Not
Applicable





ITEM
      2.
            PROPERTIES





Cetrone uses a corporate office located
at 11010 E. Boundary Road, Elk, WA 99009, and our telephone number is: (509)
714-5236.  This office space and telephone services are currently
being provided free of charge.  There are currently no proposed
programs for the renovation, improvement or development of the facilities
currently use.





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.




ITEM
      3.
            LEGAL
      PROCEEDINGS




Cetrone
Energy Company is not currently a party to any legal proceedings. Cetrone Energy
Company agent for service of process in Nevada is:  InCorp Services
Inc., 3155 East Patrick Lane, Suite 1, Las Vegas, NV 89120 – Telephone (702)
866-2500







CEC’s
officer and director has not been convicted in a criminal proceeding nor have
they been permanently or temporarily enjoined, barred, suspended or otherwise
limited from involvement in any type of business, securities or banking
activities.




Mr.
Cetrone the Company’s officer and director has not been convicted of violating
any federal or state securities or commodities law. There are no known pending
legal or administrative proceedings against the Company.







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


None.




PART
II




ITEM 5.
            MARKET
      FOR REGISTRANT'S COMMON EQUITY, RELATED STOCKHOLDER MATTERS AND ISSUER
      PURCHASES OF EQUITY SECURITIES.




As of
date of this annual report the Company has 2,228,025 common shares issued and
outstanding.  There is currently no market for Cetrone’s common stock
and there can be no assurance that a market will ever develop in the
future.




Sales of Unregistered
Securities. We have sold securities within the past three years without
registering the securities under the Securities Act of 1933 on two separate
occasions.





8





On March
7, 2008, the Company issued 2,000,000 common shares to Michael Cetrone,
Officer/Director, for total consideration of $2,000.  The Company
believes that this issuance was exempt from registration pursuant to Section
4(2) of the Securities Act of 1933, as amended, as a transaction by an issuer
not involving any public offering.





On March
7, the Company issued 100,000 shares of its common stock to Jameson Capital, LLC
for services valued at $1,000. The Company believes that this issuance was
exempt from registration pursuant to Section 4(2) of the Securities Act of 1933,
as amended, as a transaction by an issuer not involving any public
offering.





On May
15, 2008, the Company issued 100,000 shares of common stock to Walker, Bannister
& Dunn, LLC for services valued at $1,000. The Company believes that this
issuance was exempt from registration pursuant to Section 4(2) of the Securities
Act of 1933, as amended, as a transaction by an issuer not involving any public
offering.





Sales of Registered
Securities.  As of the date of this annual report the Company
has sold pursuant to its effective prospectus filed on Form S-1 approximately
28,025 common shares to eleven individual investors.





Issuer Purchases of Equity
Securities. None during the Fiscal Year 2008.





Holders.  There
were approximately thirteen shareholders of our common stock as of the date of
this annual report.





Dividends. We did not
declare or pay dividends during the Fiscal Year 2008 and do not anticipate
declaring or paying dividends in fiscal year 2009.





Securities Authorized for Issuance
under Equity Compensation Plans. The Company has no Equity Compensation
Plan.





ITEM 6.
            SELECTED FINANCIAL
  DATA.




Summary of Financial
Data




As
      of December 31, 2008Revenues
                
                $
                0Operating
      Expenses
                
                $
                (6,021)Earnings
      (Loss)
                
                $
                (6,021)Total
      Assets
                
                $
                3,296Liabilities
                
                $
                3,075Shareholders’
      Equity
                
                $
                3,296






9


ITEM 7.
            MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL
      CONDITION AND RESULTS OF
OPERATIONS.




The
following discussion is intended to assist in the understanding and assessment
of significant changes and trends related to the results of operations and
financial condition of Cetrone Energy Company. This discussion and analysis
should be read in conjunction with our financial statements and notes thereto
included elsewhere in this Annual Report on Form 10-K for the fiscal year
ended December 31, 2008.




Cautionary
Statement




This
notice is intended to take advantage of the "safe harbor" provided by the
Private Securities Litigation Reform Act of 1995 with respect to forward-looking
statements. Except for the historical information contained herein, the matters
discussed should be considered forward-looking statements and readers are
cautioned not to place undue reliance on those statements. The forward-looking
statements in this discussion are made based on information available as of the
date hereof and are subject to a number of risks and uncertainties that could
cause the Company's actual results and financial position to differ materially
from those expressed or implied in the forward-looking statements and to be
below the expectations of public market analysts and investors. These risks and
uncertainties include, but are not limited to, those discussed in
"Item 1A.—Risk Factors". The Company undertakes no obligation to publicly
release the results of any revisions to these forward-looking statements to
reflect events or circumstances after the date hereof or to reflect the
occurrence of unanticipated events, except as required by applicable laws and
regulations.




Critical
Accounting Policies




The
preparation of our consolidated financial statements and notes thereto requires
management to make estimates and assumptions that affect the amounts and
disclosures reported within those financial statements. On an ongoing basis,
management evaluates its estimates, including those related to revenue
recognition, contingencies, litigation and income taxes. Management bases its
estimates and judgments on historical experiences and on various other factors
believed to be reasonable under the circumstances. Actual results under
circumstances and conditions different than those assumed could result in
differences from the estimated amounts in the financial statements. There have
been no material changes to these policies during fiscal 2008.




Executive
Overview




Fiscal
Year 2008 the focus of the Company was primarily on preparing and filing the
registration statement on Form S-1 in order to register 1,900,000 common shares
to be sold as a direct offering to the public at a price of $0.08 per share to
fund the anticipated business developments detailed herein and maintain the
status of the Company as a reporting company as defined by the Securities and
Exchange Commission.  As of the date of this annual report the Company
had sold approximately 28,025 shares of common stock through the
offering.  Management indents to focus on raising additional funds for
the first and second quarters of 2009.  If the Company is unsuccessful
in raising additional proceeds the business would likely fail and any investment
made into the Company would be lost in its entirety.





Fiscal
2008




Liquidity.As of December 31,
2008, the Company had $3,296 of cash on hand.  The Company will be
required to raise additional funds in order to continue its
business.  Management plans to focus efforts on raising these required
funds over the course of the next two quarters of 2009.





10





The
Company has not generated any revenues.  As of the December 31, 2008
the only cash proceeds received by the Company have been approximately $4,242
through the sale of its common stock.





Capital Resources.We will
require significant amounts of working capital to begin our business operations
described herein and to pay expenses relating to maintaining the status of a
reporting company including legal, accounting and filing fees.  We
currently have $3,296 of cash available.  In order to maintain our
status as a going concern we must raise additional proceeds of $35,000 over the
course of the next twelve months in order to cover expenses related to
maintaining its status as a reporting company (legal, auditing, and filing fees)
estimated at $30,000 and $6,000 to cover administrative costs.  There
is no assurance we will receive the required financing to complete our business
strategies.  Even if we are successful in raising proceeds from the
offering we have no assurance that future financing will be available to us
on acceptable terms. If financing is not available on satisfactory terms,
we may be unable to continue, develop or expand our
operations.  If we are unable to accomplish raising adequate funds
then any it would be likely that any investment made into the Company would be
lost in its entirety.




Results of
Operations.  The Company has not begun operations and to date
has only been engaged in business planning activities, including researching the
industry, developing our economic models and financial forecasts, performing due
diligence regarding potential geographic locations most suitable for our
products and identifying future sources of capital.  There can be no
guarantee that the business will ever begin operations or generate revenue and
if it does a complete loss of any investment made into the Company would be
realized.





Off-Balance Sheet Arrangements.None




Contractual Obligations. None




ITEM
      7A.
            QUANTITATIVE
      AND QUALITATIVE DISCLOSURES ABOUT MARKET
RISK.




There is
no market for our common stock. We do not currently hold any market risk
sensitive instruments entered into for hedging transaction risks related to
foreign currencies.  In addition, we have not entered into any
transactions with derivative financial instruments for trading
purposes.




ITEM 8.
            FINANCIAL STATEMENTS AND
      SUPPLEMENTARY DATA.




Our
financial statements appear beginning on page F-2, immediately following the
signature page of this report.





ITEM 9.
            CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON
      ACCOUNTING AND FINANCIAL
DISCLOSURE.


None




ITEM 9A(T).
            CONTROLS AND
      PROCEDURES.


Disclosure
Controls and Procedures





Management
of Cetrone Energy Company is responsible for maintaining disclosure controls and
procedures that are designed to ensure that information required to be disclosed
in the reports that the Company files or submits under the Securities Exchange
Act of 1934 (the “Exchange Act”) is recorded, processed, summarized and reported
within the time periods specified in the Securities and Exchange Commission’s
rules and forms. In addition, the disclosure controls and procedures must ensure
that such information is accumulated and communicated to the Company’s
management,





11





including
its Chief Executive Officer and Chief Financial Officer, as appropriate, to
allow timely decisions regarding required financial and other required
disclosures.





At the
end of the period covered by this report, an evaluation of the effectiveness of
our disclosure controls and procedures (as defined in Rules 13(a)-15(e) and
15(d)-15(e) of the Securities Exchange Act of 1934 (the “Exchange Act”)) was
carried out under the supervision and with the participation of our Principal
Executive Officer, Principal Financial and Accounting Officer, Michael Cetrone.
Based on his evaluation of our disclosure controls and procedures, he concluded
that during the period covered by this report, such disclosure controls and
procedures were not effective to detect the inappropriate application of US GAAP
standards. This was due to deficiencies that existed in the design or operation
of our internal control over financial reporting that adversely affected our
disclosure controls and that may be considered to be “material
weaknesses.”





Cetrone
will continue to 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, Cetrone
will enhance and test our year-end financial close process. Additionally,
Cetrone’s audit committee will increase its review of our disclosure controls
and procedures. Finally, we plan to designated individuals responsible for
identifying reportable developments. We believe these actions will remediate the
material weakness by focusing additional attention and resources in our internal
accounting functions. However, the material weakness 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.





Management’s
Annual Report on Internal Control over Financial Reporting





Our
management is responsible for establishing and maintaining adequate internal
control over our financial reporting. Internal control over financial reporting
is a process designed to provide reasonable assurance to our management and
board of directors regarding the reliability of financial reporting and the
preparation of financial statements for external purposes in accordance with
U.S. generally accepted accounting principles. Our internal control over
financial reporting includes those policies and procedures that (i) pertain
to the maintenance of records that in reasonable detail accurately and fairly
reflect our transactions; (ii) provide reasonable assurance that
transactions are recorded as necessary for preparation of our financial
statements; (iii) provide reasonable assurance that receipts and expenditures of
company assets are made in accordance with management authorization; and
(iv) provide reasonable assurance that unauthorized acquisition, use or
disposition of company assets that could have a material effect on our financial
statements would be prevented or detected on a timely basis.





Because
of its inherent limitations, internal control over financial reporting may not
prevent or detect misstatements. Also, projections of any evaluation of
effectiveness to future periods are subject to the risk that controls may become
inadequate because changes in conditions may occur or the degree of compliance
with the policies or procedures may deteriorate.





Management
assessed the effectiveness of our internal control over financial reporting as
of December 31, 2008. This assessment is based on the criteria for
effective internal control described in Internal Control — Integrated Framework
issued by the Committee of Sponsoring Organizations of the Treadway Commission.
Based on its assessment, management concluded that our internal control over
financial reporting as of December 31, 2008 was not effective in the
specific areas described in the “Disclosure Controls and Procedures” section
above and as specifically described in the paragraphs below.





12








As of
December 31, 2008 the Principal Executive Officer/Principal Financial
Officer identified the following specific material weaknesses in the Company’s
internal controls over its financial reporting processes:





•
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 year ending December 31,
2008, 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.




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.





This
annual report does not include an attestation report of our registered public
accounting firm regarding internal control over financial reporting.
Management’s report was not subject to attestation by our registered public
accounting firm pursuant to temporary rules of the Securities and Exchange
Commission that permit us to provide only management’s report in this annual
report.





This
report shall not be deemed to be filed for purposes of Section 18 of the
Securities Exchange Act of 1934,





13





or
otherwise subject to the liabilities of that section , and is not incorporated
by reference into any filing of the Company, whether made before or after the
date hereof, regardless of any general incorporation language in such
filing.





Changes
in Internal Controls





There
have been no changes in our internal control over financial reporting that
occurred during our fiscal quarter ended December 31, 2008 that have
materially affected, or are reasonable likely to materially affect, our internal
control over financial reporting.




ITEM
      9B.
            OTHER
      INFORMATION.


None.


PART
III




ITEM 10.
            DIRECTORS AND EXECUTIVE
      OFFICERS AND CORPORATE
GOVERNANCE.





Cetrone
Energy Company executive officers and directors and their respective ages as of
December 31, 2008 are as follows:




Directors:




Name of Director
              Age
              Period of ServiceMichael
      Cetrone
              46
              Since
      January 28, 2008




Executive
Officers:





Name of Officer
            Age
            OfficeMichael
      Cetrone
            46
            President,
      Secretary, Treasurer,  Principal Executive Officer, Principal
      Financial Officer, and Principal Accounting Officer




The term
of office for each director is one year, or until the next annual meeting of the
shareholders.




Biographical
Information







Set forth
below is a brief description of the background and business experience of our
executive officer and director for the past five years





Michael Cetrone,
Officer and Director.





Currently,
Mr. Cetrone is involved in the agricultural industry and has been for the past 5
years.  Mr. Cetrone owns and operates his own farm in Elk,
Washington.  In addition, during this period Mr. Cetrone has conducted
his own personal research into the development and use of bio-fuel for
applications relating to his own farming operations.  Prior to his
farming operations Mr. Cetrone’s employments have generally been focused in
facility management operations.





Mr.
Cetrone anticipates spending at a minimum 10 hours per week on the development
of Cetrone Energy Company at no cost to the Company.





14





Cetrone
Energy Company’s sole Officer and Director has not been involved, during the
past five years, in any bankruptcy proceeding, conviction or criminal
proceedings; has not been subject to any order, judgment, or decree, not
subsequently reversed or suspended or vacated, of any court of competent
jurisdiction, permanently or temporarily enjoining, barring, suspending or
otherwise limiting his involvement in any type of business, securities or
banking activities; and has not been found by a court of


competent
jurisdiction, the Commission or the Commodity Futures trading Commission to have
violated a federal or state securities or commodities law.





Corporate
Governance





Code of Ethics.We have
adopted a Code of Ethics for our principal executive and financial
officers.  Our Code of Ethics is filed as an Exhibit to this Annual
Report, Exhibit 14.





Nominating Committee.We have
not established a Nominating Committee because of our limited operations; and
because we have only one director and two officers, we believe that we are able
to effectively manage the issues normally considered by a Nominating
Committee.





Audit Committee.We have has
not established an Audit Committee because of our limited operations; and
because we have only one director and two officers, we believe that we are able
to effectively manage the issues normally considered by a Audit
Committee





ITEM
      11.
            EXECUTIVE
      COMPENSATION.




Summary Compensation
Table




Name
      and principal position
              
              Fiscal
                Year
              
              Salary
              
              Bonus
              
              Other
      annual compensation
              
              Restricted
      stock
                award(s)
              
              Securities
      underlying
                options/
      SARs
              
              LTIP
                payouts
              
              All
      other
                compensationMichael
      Cetrone
                Director,
      President
              
              2007
              
              0
              
              0
              
              0
              
              0
              
              0
              
              0
              
              02008
              
              0
              
              0
              
              0
              
              0
              
              0
              
              0
              
              0





There has
been no cash payment paid to the executive officer for services rendered in all
capacities to us for the period ended December 31, 2008. There has been no
compensation awarded to, earned by, or paid to the executive officer by any
person for services rendered in all capacities to us for the fiscal period ended
December 31, 2008.  No compensation is anticipated within the next six
months to any officer or director of the Company.




Stock Option
Grants




Cetrone
did not grant any stock options to the executive officer during the most recent
fiscal period ended December 31, 2008.  Cetrone has also not granted
any stock options to the executive officer of the Company.





15








ITEM 12.
            SECURITY OWNERSHIP OF
      CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND RELATED STOCKHOLDER
      MATTERS.





The
following table provides the names and addresses of each person known to Cetrone
to own more than 5% of the outstanding common stock as of December 31, 2008 and
by the officers and directors, individually and as a group. Except as otherwise
indicated, all shares are owned directly.


Title of class
            
            Name
      and address
              of beneficial owner
            
            Amount
      of
              beneficial ownership
            
            Percent
              of classCommon
      Stock
            
            *Michael
      Cetrone
              11010
      E. Boundary Road, Elk, WA 99009
            
            2,000,000
      shares
            
            90%


*Officer
and Director.





The
percent of class is based on 2,228,025 shares of common stock issued and
outstanding as of December 31, 2008.





Changes in Control.There are
known arrangement known to the Company involving any pledge by any person of
securities of the Company’s common stock to effective a change of control of the
Company.





ITEM 13.
            CERTAIN RELATIONSHIPS AND
      RELATED TRANSACTIONS, AND DIRECTOR
  INDEPENDENCE.





During
Fiscal Year 2008, there were no material transactions between the Company and
any Officer, Director or related party and the Company described herein, none of
the following parties has, since the date of incorporation, had any material
interest, direct or indirect, in any transaction with us or in any presently
proposed transaction that has or will materially affect us:




-The sole
Officer and Director;




-Any
person proposed as a nominee for election as a director;




-Any
person who beneficially owns, directly or indirectly, shares carrying more than
5% of the voting rights attached to the outstanding shares of common
stock;




-Any
relative or spouse of any of the foregoing persons who have the same house as
such person.





Any
future transactions between us and our Officers, Directors, and Affiliates will
be on terms no less favorable to us than can be obtained from unaffiliated third
parties. Such transactions with such persons will be subject to approval of our
Board of Directors.





ITEM 14.
            PRINCIPAL ACCOUNTANT FEES
      AND SERVICES.





As of
December 31, 2008 the Company has incurred auditing expenses of approximately
$2,500 which includes bookkeeping and auditing services.  There were
no other audit related services or tax fees incurred.





16





PART
IV




ITEM 15.
            EXHIBITS AND FINANCIAL
      STATEMENT SCHEDULES.





(a)
            The
      following documents have been filed as a part of this Annual Report on
      Form 10-K.





1.
            Financial
      Statements





PageReport
      of Independent Registered Public Accounting Firm
                    F-2Balance
      Sheets
                    F-3Statements
      of Operations
                    F-4Statements
      of Cash Flows
                    F-5Statements
      of Stockholders' Equity
                    F-6Notes
      to Financial Statements
                    F-7





2.
            Financial
      Statement Schedules.


All
schedules are omitted because they are not applicable or not required or because
the required information is included in the Financial Statements or the Notes
thereto.








3.
            Exhibits.


The
following exhibits are filed as part of, or incorporated by reference into, this
Annual Report:





EXHIBIT


NUMBER
            DESCRIPTION





3.1
            Articles
      of Incorporation are incorporated herein by reference to Form S-1, filed
      on September 9, 2008.





3.2
            By-Laws
      Incorporation is incorporated herein by reference to Form S-1, filed on
      September 9, 2008.14
            Code
      of Ethics




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




32.1
            4700
      CERTIFICATION PURSUANT TO 18 U.S.C. SECTION 1350, AS ADOPTED PURSUANT TO
      SECTION





17








SIGNATURES




Pursuant
to the requirements of Section 13 or 15(d) of the Securities Exchange Act
of 1934, the Registrant has duly caused this report to be signed on its behalf
by the undersigned, thereunto duly authorized.





CETRONE
      ENERGY COMPANYBy:
            /s/
      Michael CetroneMichael
      CetronePresidentChief
      Executive OfficerChief
      Financial OfficerChief
      Accounting OfficerSecretary,
      DirectorDate:
      March 31, 2009







18


CETRONE
ENERGY COMPANY
 (A
DEVELOPMENT STAGE COMPANY)
 AUDITED
FINANCIAL STATEMENTS
 FOR
THE PERIOD OF
 JANUARY
28, 2008 (DATE OF INCEPTION)
 TO
DECEMBER 31, 2008
 
 
 
 
 
 
 
 
 
 THE
BLACKWING GROUP, LLC
 18921G
E VALLEY VIEW PARKWAY #325
 INDEPENDENCE,
MO 64055
 
  TABLE
OF CONTENTS
  PageINDEPENDENT
      AUDITOR’S REPORT
                                ..........................................................................
                                F-2FINANCIAL
      STATEMENTS
                                ..........................................................................Balance
      Sheet
                                ..........................................................................
                                F-3Statement
      of Operations
                                ..........................................................................
                                F-4Statement
      of Cash Flows
                                ..........................................................................
                                F-5Statement
      of Stockholders’ Equity
                                ..........................................................................
                                F-6Notes
      to Financial Statements
                                ..........................................................................
                                F-7
 
 THE
BLACKWING GROUP, LLC
 18921G
E VALLEY VIEW PARKWAY #325
 INDEPENDENCE,
MO 64055
 816-813-0098
 
 REPORT
OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
 
 Cetrone
Energy Company (A Development Stage Company)
 11010
East Boundary Road
 Elk, WA
99009
 
 We have
audited the accompanying balance sheet of Cetrone Energy Company (A Development
Stage Company) as of December 31, 2008, and the related statements of income and
changes in member’s equity, and cash flows for the period then ended. These
financial statements are the responsibility of the Company’s management. Our
responsibility is to express an opinion on these financial statements based on
our audits.
 
 We
conducted my audit in accordance with the standards of the Public Company
Accounting Oversight Board (United States). Those standards require that we plan
and perform the audit to obtain reasonable assurance about whether the financial
statements are free of material misstatement. The Company is not required to
have, nor were we engaged to perform, an audit of its internal control over
financial reporting. Our audit included consideration of internal control over
financial reporting as a basis for designing audit procedures that are
appropriate in the circumstances, but not for the purpose of expressing an
opinion on the effectiveness of the Company’s internal control over financial
reporting. Accordingly, we express no such opinion. An audit also includes
examining, on a test basis, evidence supporting the amounts and disclosures in
the financial statements, assessing the accounting principles used and
significant estimates made by management, as well as evaluating the overall
financial statement presentation. We believe that our audit provides a
reasonable basis for our opinion.
 
 In our
opinion, such financial statements present fairly, in all material respects, the
financial position of Cetrone Energy Company (A Development Stage Company) as of
December 31, 2008, and the results of its operations and its cash flows for the
period then ended in conformity with accounting principles generally accepted in
the United States of America.
 
 The
accompanying financial statements have been prepared assuming that the Company
will continue as a going concern. As discussed in Note 5 to the financial
statements, the Company faces competition from existing companies with
considerably more financial resources and business connections. In the event
that Company fails to meet the anticipated levels of performance there is
significant doubt that the Company will be able to meet the debt obligations
related to the non public offering. These conditions raise substantial doubt
about its ability to continue as a going concern. Management's plans regarding
those matters also are described in Note 5. The financial statements do not
include any adjustments that might result from the outcome of this
uncertainty.
 
 The
Blackwing Group, LLC
 Issuing
Office: Independence, MO
 March 29,
2009










CETRONE ENERGY COMPANY(A
      Development Stage Company)BALANCE
      SHEETDecember
      31, 2008


ASSETSCURRENT
      ASSETSCash
                                                            
                                                            $
                                                            3,296Prepaid
      Expenses
                                                            
                                                            
                                                            -Total
      Current Assets
                                                            
                                                            
                                                            3,296Total
      Assets
                                                            
                                                            $
                                                            3,296LIABILITIES
      AND STOCKHOLDERS' EQUITYCurrent
      LiabilitiesAccounts
      payable
                                                            
                                                            $
                                                            2,975Loans
      from Shareholders
                                                            
                                                            
                                                            100Total
      Current Liabilities
                                                            
                                                            
                                                            3,075Stockholders'
      Equity (Note B)Common
      stock, $0.001 par value; 50,000,000 sharesauthorized,
      2,228,025 shares issued and outstanding
                                                            
                                                            
                                                            2,228Additional
      Paid in Capital
                                                            
                                                            
                                                            4,014Retained
      Earnings (Accumulated Deficit)
                                                            
                                                            
                                                            (6,021
                                                            )Total
      Stockholders' Equity
                                                            
                                                            
                                                            221Total
      Liabilities and Stockholders' Equity
                                                            
                                                            $
                                                            3,296


See Accountants'
      Audit Report


F-3







CETRONE
      ENERGY COMPANY(A
      Development Stage Company)STATEMENTS
      OF OPERATIONSFOR THE PERIOD ENDED DECEMBER
      31, 2008


Total Income
                                          
                                          -Total
      Cost of Sales
                                          
                                          $
                                          -Gross
      Margin
                                          
                                          
                                          -General
      and Administrative ExpensesProfessional
      Fees
                                          
                                          
                                          3,150Consulting
                                          
                                          
                                          2,000General
      and Administrative
                                          
                                          
                                          871Total
      Expenses
                                          
                                          
                                          6,021Net
      Income (Loss)
                                          
                                          $
                                          (6,021
                                          )Per
      Share Information:Net
      Income (Loss) per share - 2,228,025 shares issued
                                          
                                          $
                                          (0.003)
 See Accountants'
      Audit Report


F-4


CETRONE
      ENERGY COMPANY(A
      Development Stage Company)STATEMENTS
      OF CASH FLOWSFOR THE PERIOD ENDED DECEMBER 31,
      2008
 CASH
      FLOWS FROM OPERATING ACTIVITIES:Net
      income
                                                                                                  
                                                                                                  $
                                                                                                  (6,021
                                                                                                  )Adjustments
      to reconcile net income to net cash provided by operating
      activitiesDepreciation
                                                                                                  
                                                                                                  
                                                                                                  -(increase)
      decrease in:Accounts
      Receivable
                                                                                                  
                                                                                                  
                                                                                                  -Prepaid
      Expenses
                                                                                                  
                                                                                                  
                                                                                                  -Increase
      (decrease) in:Accounts
      Payable
                                                                                                  
                                                                                                  
                                                                                                  2,975Accrued
      Payroll Taxes
                                                                                                  
                                                                                                  
                                                                                                  -Net
      cash Provided (Used) By Operating Activities
                                                                                                  
                                                                                                  
                                                                                                  (3,046
                                                                                                  )CASH
      FLOWS FROM INVESTING ACTIVITIESFixed
      Asset Additions
                                                                                                  
                                                                                                  
                                                                                                  -Net
      Cash Provided (Used) By Financing Activities
                                                                                                  
                                                                                                  
                                                                                                  -CASH
      FLOWS FROM FINANCING ACTIVITIESLoans
      From Shareholders
                                                                                                  
                                                                                                  
                                                                                                  100Capital Contributions
                                                                                                  
                                                                                                  
                                                                                                  6,242Net
      Cash (Used) By Financing Activities
                                                                                                  
                                                                                                  
                                                                                                  6,342NET
      INCREASE (DECREASE) IN CASH
                                                                                                  
                                                                                                  
                                                                                                  3,296CASH
      AT BEGINNING OF PERIOD
                                                                                                  
                                                                                                  
                                                                                                  -CASH
      AT END OF PERIOD
                                                                                                  
                                                                                                  $
                                                                                                  3,296
 See Accountants'
      Audit Report





F-5








CETRONE
      ENERGY COMPANYSTATEMENT
      OF STOCKHOLDERS' EQUITYACCUMULATED
      FOR THE PERIOD FROM DATE OF INCEPTIONON
      JANUARY 28, 2008(Expressed
      in US Dollars)


Capital
      Stock Issued
                                                  
                                                  Number
      of
                                                  
                                                  
                                                  Par
                                                  
                                                  
                                                  Additional
      Paid
                                                  
                                                  
                                                  Deficit
                                                  
                                                  
                                                  Total
      Stockholders'Common
      Shares
                                                  
                                                  
                                                  Value
                                                  
                                                  
                                                  In
      Capital
                                                  
                                                  
                                                  Accumulated
                                                  
                                                  
                                                  Equity
      (Deficit)-
      March 7, 2008
                                                  
                                                  
                                                  2,000,000
                                                  
                                                  
                                                  
                                                  0.001
                                                  
                                                  
                                                  
                                                  -
                                                  
                                                  
                                                  
                                                  -
                                                  
                                                  
                                                  
                                                  2,000common
      stock issued for cash-
      March 7, 2008
                                                  
                                                  
                                                  100,000
                                                  
                                                  
                                                  
                                                  0.001
                                                  
                                                  
                                                  
                                                  900
                                                  
                                                  
                                                  
                                                  -
                                                  
                                                  
                                                  
                                                  1,000common
      stock issued for services-
      March 15, 2008
                                                  
                                                  
                                                  100,000
                                                  
                                                  
                                                  
                                                  0.001
                                                  
                                                  
                                                  
                                                  900
                                                  
                                                  
                                                  
                                                  -
                                                  
                                                  
                                                  
                                                  1,000common
      stock issued for services-
      March 15, 2008
                                                  
                                                  
                                                  28,025
                                                  
                                                  
                                                  
                                                  0.001
                                                  
                                                  
                                                  
                                                  2,214
                                                  
                                                  
                                                  
                                                  -
                                                  
                                                  
                                                  
                                                  2,242common
      stock issued for cashNet
      Loss for the period from February 28, 2008to
      December 31, 2008
                                                  
                                                  
                                                  
                                                  
                                                  
                                                  
                                                  
                                                  
                                                  
                                                  
                                                  
                                                  
                                                  
                                                  
                                                  
                                                  
                                                  
                                                  
                                                  (6,021
                                                  )Balance
      as of December 31, 2008
                                                  
                                                  
                                                  2,228,025
                                                  
                                                  
                                                  
                                                  0.004
                                                  
                                                  
                                                  
                                                  4014
                                                  
                                                  
                                                  
                                                  -
                                                  
                                                  
                                                  
                                                  221
 See Accountants'
      Audit
Report


F-6


CETRONE
ENERGY COMPANY
 (A
Development State Enterprise)
 NOTES TO
THE FINANCIAL STATEMENTS
 FOR THE
PERIOD ENDING DECEMBER 31, 2008
 
 A summary
of significant accounting policies of Cetrone Energy Company (A Development
Stage Enterprise) (the Company) is presented to assist in understanding the
Company’s financial statements. The accounting policies presented in these
footnotes conform to accounting principles generally accepted in the United
States of America and have been consistently applied in the preparation of the
accompanying financial statements. These financial statements and notes are
representations of the Company’s management who are responsible for their
integrity and objectivity. The Company has not realized revenues from its
planned principal business purpose and is considered to be in its development
state in accordance with SFAS 7, “Accounting and Reporting by
Development State Enterprises.”
 
 NOTE
1 – DESCRIPTION OF BUSINESS
 
 Development Stage
Company
 
 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 has devoted substantially
all of its efforts to business planning, and development. Additionally, the
Company has allocated a substantial portion of their time and investment in
preparing the Company for public reporting status, and the raising of
capital.
 
 NOTE
2 – SUMMARY OF SIGNIFICANT ACCOUNTING PRINCIPLES
 
 Accounting
Method
 The
Company’s financial statements are prepared using the accrual basis of
accounting in accordance with accounting principles generally accepted in the
United States of America.
 
 Recently Issued Accounting
Pronouncements
 In May,
2008, the Financial Accounting Standards Board issued Statement of Financial
Accounting Standards No. 163, “Accounting for Financial Guarantee Insurance
Contracts—an interpretation of FASB Statement No. 60” (SFAS 163). This Statement
requires that an insurance enterprise recognize a claim liability prior to an
event of default (insured event) when there is evidence that credit
deterioration has occurred in an insured financial obligation. This Statement
also clarifies how Statement 60 applies to financial guarantee insurance
contracts, including the recognition and measurement to be used to account for
premium revenue and claim liabilities. Those clarifications will increase
comparability in financial reporting of financial guarantee insurance contracts
by insurance enterprises. This Statement requires expanded disclosures about
financial guarantee insurance contracts. The accounting and disclosure
requirements of the
 Statement
will improve the quality of information provided to users of financial
statements. This Statement is effective for financial statements issued for
fiscal years beginning after December 15, 2008, and all interim periods within
those fiscal years,
  F-7
   CETRONE
ENERGY COMPANY
 (A
Development State Enterprise)
 NOTES TO
THE FINANCIAL STATEMENTS
 FOR THE
PERIOD ENDING DECEMBER 31, 2008
 
 NOTE
2 – SUMMARY OF SIGNIFICANT ACCOUNTING PRINCIPLES (continued)
 
 Recently Issued Accounting
Pronouncements (continued)
 except
for some disclosures about the insurance enterprise’s risk-management
activities. This Statement requires that disclosures about the risk-management
activities of the insurance enterprise be effective for the first period
(including interim periods) beginning after issuance of this Statement. Except
for those disclosures, earlier application is not permitted. The adoption of
this statement will have no material effect on the Company’s financial condition
or results of operations.
 
 In May
2008, the Financial Accounting Standards Board issued Statement of Financial
Accounting Standards No. 162, “The Hierarchy of Generally Accepted Accounting
Principles” (SFAS No. 162). This Statement identifies the sources of accounting
principles and the framework for selecting the principles to be used in the
preparation of financial statements of nongovernmental entities that are
presented in conformity with generally accepted accounting principles (GAAP) in
the United States (the GAAP hierarchy). The sources of accounting principles1
that are generally accepted are categorized in descending order of authority as
follows:
 
 a.
              FASB
      Statements of Financial Accounting Standards and Interpretations, FASB
      Statement 133 Implementation Issues, FASB Staff Positions, and American
      Institute of Certified Public Accountants (AICPA) Accounting Research
      Bulletins and Accounting Principles Board Opinions that are not superseded
      by actions of the FASB
 
 b.
              b
      FASB Technical Bulletins and, if cleared by the FASB, AICPA Industry Audit
      and Accounting Guides and Statements of
Position
 
 c.
              AICPA
      Accounting Standards Executive Committee Practice Bulletins that have been
      cleared by the FASB, consensus positions of the FASB Emerging Issues Task
      Force (EITF), and the Topics discussed in Appendix D of EITF
 Abstracts(EITF
D-Topics)
 
 d.
              Implementation
      guides (Q&As) published by the FASB staff, AICPA Accounting
      Interpretations, AICPA Industry Audit and Accounting Guides and Statements
      of Position not cleared by the FASB, and practices that are widely
      recognized and prevalent either generally or in the
    industry.
 
 The
adoption of this statement will have no material effect on the Company’s
financial condition or results of operations.
 
 In March
2008, the Financial Accounting Standards Board issued Statement of Financial
Accounting Standards No. 161, “Disclosures about Derivative Instruments and
Hedging
  F-8
   CETRONE
ENERGY COMPANY
 (A
Development State Enterprise)
 NOTES TO
THE FINANCIAL STATEMENTS
 FOR THE
PERIOD ENDING DECEMBER 31, 2008
 
 NOTE
2 – SUMMARY OF SIGNIFICANT ACCOUNTING PRINCIPLES (continued)
 
 Recently Issued Accounting
Pronouncements (continued)
 Activities—an
amendment of FASB Statement No. 133” (SFAS No. 161). This statement changes the
disclosure requirements for derivative instruments and hedging activities.
Entities are required to provide enhanced disclosures about (a) how and why an
entity uses derivative instruments, (b) how derivative instruments and related
hedged items are accounted for under Statement 133 and its related
interpretations, and (c) how derivative instruments and related hedged items
affect an entity’s financial position, financial performance, and cash
flows.
 
 This
Statement is intended to enhance the current disclosure framework in Statement
133. The Statement requires that objectives for using derivative instruments be
disclosed in terms of underlying risk and accounting designation. This
disclosure better conveys the purpose of derivative use in terms of the risks
that the entity is intending to manage. Disclosing the fair values of derivative
instruments and their gains and losses in a tabular format should provide a more
complete picture of the location in an entity’s financial statements of both the
derivative positions existing at period end and the effect of using derivatives
during the reporting period. Disclosing information about credit-risk-related
contingent features should provide information on the potential effect on an
entity’s liquidity from using derivatives. Finally, this Statement requires
cross-referencing within the footnotes, which should help users of financial
statements locate important information about derivative
instruments.
 
 Cash and Cash
Equivalents
 For
purposes of the statement of cash flows, the Company considers all highly liquid
investments and short-term debt instruments with original maturities of three
months or less to be cash equivalents.
 
 Derivative
Instruments
 The
Financial Accounting Standards Board issued Statement of Financial Accounting
Standards No. 133, “Accounting for Derivative Instruments and Hedging
Activities” (hereinafter “SFAS No. 133”), as amended by SFAS No. 137,
“Accounting for Derivative Instruments and Hedging Activities – Deferral of the
Effective Date of FASB No. 133”, and SFAS No. 138, “Accounting for Certain
Derivative Instruments and Certain Hedging Activities”, and SFAS No. 149,
“Amendment of Statement 133 on Derivative Instruments and Hedging Activities”.
These statements establish accounting and reporting standards for derivative
instruments, including certain derivative instruments embedded in other
contracts, and for hedging activities. They require that an entity recognize all
derivatives as either assets or liabilities in the balance sheet and measure
those instruments at fair value.
 
 If
certain conditions are met, a derivative may be specifically designated as a
hedge, the objective
of which is to match the timing of gain or loss recognition on the
hedging
  F-9
   CETRONE
ENERGY COMPANY
 (A
Development State Enterprise)
 NOTES TO
THE FINANCIAL STATEMENTS
 FOR THE
PERIOD ENDING DECEMBER 31, 2008
 
 NOTE
2 – SUMMARY OF SIGNIFICANT ACCOUNTING PRINCIPLES (continued)
  Derivative Instruments
(continued)
 derivative
with the recognition of (i) the changes in the fair value of the hedged asset or
liability that are attributable to the hedged risk or (ii) the earnings effect
of the hedged forecasted transaction. For a derivative not designated as a
hedging instrument, the gain or loss is recognized in income in the period of
change.
 
 At
December 31, 2008, the Company has not engaged in any transactions that would be
considered derivative instruments or hedging activities.
 
 Earnings Per
Share
 The
Company has adopted Statement of Financial Accounting Standards No. 128, which
provides for calculation of "basic" and "diluted" earnings per share. Basic
earnings per share includes no dilution and is computed by dividing net income
(loss) available to common shareholders by the weighted average common shares
outstanding for the period. Diluted earnings per share reflect the potential
dilution of securities that could share in the earnings of an entity similar to
fully diluted earnings per share. Basic and diluted loss per share were the
same, at the reporting dates, as there were no common stock equivalents
outstanding.
 
 Fair Value of Financial
Instruments
 The
Company's financial instruments as defined by Statement of Financial Accounting
Standards No. 107, "Disclosures about Fair Value of Financial Instruments,"
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 December 31, 2008.
 
 Provision for
Taxes
 Income
taxes are provided based upon the liability method of accounting pursuant to
Statement of Financial Accounting Standards No. 109 “Accounting for Income
Taxes.” Under this approach, deferred income taxes are recorded to reflect the
tax consequences in future years of differences between the tax basis of assets
and liabilities and their financial reporting amounts at each year-end. A
valuation allowance is recorded against deferred tax assets if management does
not believe the Company has met the “more likely than not” standard imposed by
SFAS No. 109 to allow recognition of such an asset.
 
 At
December 31, 2007, the Company had net deferred tax assets calculated at an
expected rate of 34% of approximately $2,047 principally arising from net
operating loss carryforwards for income tax purposes. As management of the
Company cannot determine that it is more likely than not that the Company will
realize the benefit of the net deferred tax asset, a valuation allowance equal
to the net deferred tax asset has been established at December 31, 2008. The
significant components of the deferred tax asset
 at
December 31, 2008 were as follows:
  F-10
   CETRONE
ENERGY COMPANY
 (A
Development State Enterprise)
 NOTES TO
THE FINANCIAL STATEMENTS
 FOR THE
PERIOD ENDING DECEMBER 31, 2008
 
 NOTE
2 – SUMMARY OF SIGNIFICANT ACCOUNTING PRINCIPLES (continued)
 
 Provision for Taxes
(continued)
  December
      31,
                                      2008Net
      operating loss carryforward
                                    
                                    $
                                    6,021Stock
      options issued under a non-qualified plan:Deferred
      tax asset
                                    
                                    
                                    2,047Deferred
      tax asset valuation allowance
                                    
                                    $
                                    (2,047
                                    )
  At
December 31, 2008, the Company has net operating loss carryforwards of
approximately $6,021, which expire in the year 2028. The above estimates are
based upon management’s decisions concerning certain elections which could
change the relationship between net income and taxable income. Management
decisions are made annually and could significantly vary from the
estimates.
 
 Use of
Estimates
 The
process of preparing financial statements in conformity with accounting
principles generally accepted in the United States of America requires the use
of estimates and assumptions regarding certain types of assets, liabilities,
revenues, and expenses. Such estimates primarily relate to unsettled
transactions and events as of the date of the financial statements. Accordingly,
upon settlement, actual results may differ from estimated amounts.
 
 NOTE
3– 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.
 
 In its
initial capitalization in, the Company issued 2,000,000 shares of common stock
for a total of $2,000 cash, and 200,000 shares of common stock for a total of
$2,000 in services.
 
 NOTE
4 – RELATED PARTY TRANSACTIONS
 
 During
the period ended December 31, 2008, an officer and director of the Company used
$100 to open up a bank account on behalf of the Company. As of December 31,
2008, 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-11
   CETRONE
ENERGY COMPANY
 (A
Development State Enterprise)
 NOTES TO
THE FINANCIAL STATEMENTS
 FOR THE
PERIOD ENDING DECEMBER 31, 2008
 
 NOTE
5 – GOING CONCERN
 
 As shown
in the accompanying financial statements, the Company had working capital of
approximately $3,296 and an accumulated deficit incurred through December 31,
2008. The Company is currently putting technology in place, which will, if
successful, mitigate these factors, 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.
  F-12