Cryomass Technologies, Inc. - Quarter Report: 2014 September (Form 10-Q)

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

Form 10-Q

(Mark One)

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

For the quarterly period ended September 30, 2014

or

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

For the transition period from ___________ to ___________

Commission File Number 333-181259

AFC BUILDING TECHNOLOGIES INC.
(Exact name of registrant as specified in its charter)

(905) 430-6433
(Registrant’s telephone number, including area code)

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

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.
[X] YES [   ] 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).
[X] 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 the definitions of “large accelerated filer”, “accelerated filer” and “smaller reporting company” in Rule 12b-2 of the Exchange Act.

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 PRECEDING FIVE YEARS

Check whether the registrant has filed all documents and reports required to be filed by Sections 12, 13 or 15(d) of the Exchange Act after 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.
34,760,008 common shares issued and outstanding as of November 6, 2014.

TABLE OF CONTENTS

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PART I – FINANCIAL INFORMATION

Our unaudited consolidated interim financial statements for the three and nine month periods ended September 30, 2014 and 2013 form part of this quarterly report. Unless otherwise specified our financial statements are expressed in United States Dollars (US$) and are prepared in accordance with United States generally accepted accounting principles.

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AFC Building Technologies Inc.

September 30, 2014

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(The accompanying notes are an integral part of these unaudited consolidated financial statements)

F-1

(The accompanying notes are an integral part of these unaudited consolidated financial statements)

F-2

(The accompanying notes are an integral part of these unaudited consolidated financial statements)

F-3

F-4

F-5

Forward-Looking Statements

This quarterly report contains forward-looking statements. These statements relate to future events or our future financial performance. In some cases, you can identify forward-looking statements by terminology such as “may”, “should”, “expects”, “plans”, “anticipates”, “believes”, “estimates”, “predicts”, “potential” or “continue” or the negative of these terms or other comparable terminology. These statements are only predictions and involve known and unknown risks, uncertainties and other factors that may cause our or our industry’s actual results, levels of activity, performance or achievements to be materially different from any future results, levels of activity, performance or achievements expressed or implied by these forward-looking statements.

Although we believe that the expectations reflected in the forward-looking statements are reasonable, we cannot guarantee future results, levels of activity, performance or achievements. Except as required by applicable law including the securities laws of the United States, we do not intend to update any of the forward-looking statements to conform these statements to actual results.

Unless otherwise specified our financial statements are expressed in United States Dollars (US$) and are prepared in accordance with United States generally accepted accounting principles.

In this quarterly report, unless otherwise specified, all dollar amounts are expressed in United States dollars and all references to “common shares” refer to the common shares in our capital stock.

As used in this quarterly report and unless otherwise indicated, the terms “we”, “us”, “our” and “our company” mean AFC Building Technologies Inc., a company incorporated under the laws of the state of Nevada, and our wholly-owned subsidiary, DSL Products Limited, a company incorporated under the laws of the Province of Ontario, Canada, unless otherwise indicated.

General Overview

We were incorporated under the laws of the state of Nevada on May 10, 2011 and are engaged in the distribution of hand tools throughout Canada. Our fiscal year end is December 31. We have one subsidiary, DSL Products Limited, a company incorporated under the laws of the Province of Ontario, Canada, which we acquired via a share exchange on December 30, 2011 in exchange for 30,000,000 pre-split shares of our common stock, and which operates our hand tool distribution business. Our business offices are currently located at 101 Mary Street West, Whitby, Ontario, Canada, L1N 2R4. The address of agent for service in Nevada and registered corporate office is c/o National Registered Agents, Inc. of Nevada, 100 East William Street, Suite 204, Carson City, NV, 89701. Our telephone number is (905) 430-6433.

On December 19, 2013, our board of directors and a majority holder of our company’s voting securities approved a change of name of our company to AFC Building Technologies Inc.

In addition to the change of name, our board of directors and a majority holder of our company's voting securities approved a 1 old for 8 new forward split of our then issued and outstanding shares of common stock, pursuant to which our issued and outstanding shares increased from 4,345,001 shares of common stock to 34,760,008 shares of common stock, our authorized capital remains unchanged. All references to common stock have been retroactively re-stated.

A Certificate of Amendment to effect the change of name was filed and became effective with the Nevada Secretary of State on January 10, 2014.

These amendments were reviewed by the Financial Industry Regulatory Authority (FINRA) and approved for filing with an effective date of January 14, 2014.

The forward split and name change became effective with the Over-the-Counter Bulletin Board at the opening of trading on January 14, 2014. Our trading symbol is “AFCT”. Our CUSIP number is 00108E 100.

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Our Current Business

We import and market hand tools, automotive accessories, lawn and garden products, home products, accessories and attachments for power tools, plumbing products, consumer mechanics tools, cargo control systems and accessories and fasteners. These products are sold to professional end users, distributors, and consumers, and are primarily distributed through retailers (including auto parts stores, home centers, mass merchants, hardware stores, and retail lumber yards).

Hand tools include measuring and leveling tools, hex key sets, hammers, demolition tools, knives and blades, screwdrivers, saws, chisels, clamps and clamping systems and consumer tackers. Automotive accessories include fuses and fuse sets, o-rings sets, specialty tools, tune-up kits, tire repair kits, electrical test kits, jumper cable sets, and mechanic gloves. Electric power tools equipment includes drill bits, grinders, various saws, polisher pads, routers bits, laser products. Lawn and garden products include work gloves, pruners, shears, and related accessories. Home products are comprised of cable ties, scissors, calculators, magnifying glasses, flexible flashlights, paint tools and cleaning brushes. Accessories and attachments for power tools include drill bits, hammer bits, router bits, hacksaws and blades, circular saw blades, jig and reciprocating saw blades, diamond blades, screwdriver bits and quick-change systems, and worksite tool belts and bags. Consumer mechanics tools include wrenches and sockets sets. Cargo control systems include ratchet tie-down straps, cambuckle sets, tow ropes, bungee cord sets and cargo nets.

Our products are sold throughout Canada. We contract the services of a national manufacturer’s agency who call on current and prospective customers. The sales agency is fully trained in product knowledge and our sales policies. We also sell our products on a wholesale basis via our website at www.toolcachecanada.com, which has on-line ordering capability which is secure and individualized to the respective customer.

Our plan has been to launch www.toolvalley.com as our retail consumer portal. However, we are currently reviewing our business strategy with respect to launching a business to consumer website. Major competitors including eBay and Amazon have recently launched major initiatives to sell auto parts and accessories on-line. We are continuing to monitor these developments. In addition, we are also currently reviewing other potential business ventures, in an effort to capitalize on our logistics and distribution expertise. Although we may not have, or be able to raise, sufficient capital to launch our e-commerce business, particularly given these developments in the industry, we believe that we have sufficient resources to fund our core business of selling automotive and household tools to retailers for at least one year from our balance sheet date of December 31, 2013.

On December 6, 2013, Rossland Asset Management Ltd., a shareholder of our company, transferred 11,300,000 (pre-split) of its shares held of our common stock to Avis Financial Corporation (“Avis”). Rossland also cancelled and returned to our company’s treasury 18,500,000 (pre-split) shares of our common stock.

On December 13, 2013, Cindy Kelly, our sole director and officer, transferred 4,980,000 (pre-split) of her shares of our common stock to Avis. Avis subsequently cancelled and returned to our company’s treasury the 4,980,000 (pre-split) shares of our common stock registered in its name.

Effective December 17, 2013, Avis cancelled and returned to treasury 13,280,000 (pre-split) shares of our common stock registered in its name. Avis now holds the balance of 3,000,000 (pre-split) or 24,000,000 (post-split) shares of our common stock.

Cash Requirements

Based on our planned expenditures, we will require approximately $200,000 over the next 12 months, which will be funded from our operations. We project continued sales growth and ongoing cost reductions which will provide additional operating revenue. In addition to funds from operations, our company has available credit facilities up to $250,000 CDN should operational income be insufficient.

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Off-Balance Sheet Arrangements

We have no off-balance sheet arrangements that have or are reasonably likely to have a current or future effect on our financial condition, changes in financial condition, revenues or expenses, results of operations, liquidity, capital expenditures or capital resources that is material to stockholders.

Results of Operations

The following summary of our results of operations should be read in conjunction with our financial statements for the quarter ended September 30, 2014, which are included herein.

Three Months Ended September 30, 2014 and September 30, 2013

Our operating results for the three months ended September 30, 2014 and September 30, 2013 are summarized as follows:

Our financial statements report a net loss of $33,424 for the three month period ended September 30, 2014 compared to a net loss of $5,201 for the three month period ended September 30, 2013. Our net loss for the three months ended September 30, 2014 has increased by $28,223 primarily as a result of decreases in gross profit and interest income and an increase in loss on foreign exchange.

Nine Months Ended September 30, 2014 and September 30, 2013

Our operating results for the nine months ended September 30, 2014 and September 30, 2013 are summarized as follows:

Our financial statements report a net loss of $40,029 for the nine month period ended September 30, 2014 compared to a net loss of $60,736 for the nine month period ended September 30, 2013. Our net loss for the nine months ended September 30, 2014 has decreased by $20,707 primarily as a result of an increase in gross profit and decreases in bank charges and interest and selling marketing and administrative expenses.

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Liquidity and Financial Condition

Working Capital

Our total current assets as of September 30, 2014 were $206,808 as compared to total current assets of $260,687 as of December 31, 2013. The increase of $30,212 in working capital was primarily due to decreases in cash, accounts receivable and inventory offset by increases in checks written in excess of funds on deposit and line of credit.

Cash Flows

Operating Activities

Net cash used in operating activities was $198,176 in the nine months ended September 30, 2014 compared with net cash used in operating activities of $153,508 in the nine months ended September 30, 2013. The increase in use of cash of $44,668 in operating activities is mainly attributed to a decrease in net loss and inventories offset by an increase in accounts receivable, amounts due from related parties and accounts payable and accrued liabilities.

Investing Activities

Net cash provided by investing activities was $Nil in the nine months ended September 30, 2014 compared to net cash provided by investing activities of $47,026 in the nine months ended September 30, 2013. The decrease in net cash provided by investing activities was mainly due to decreases in loans to related parties and repayments from related parties.

Financing Activities

Net cash provided by financing activities was $138,767 in the nine months ended September 30, 2014 compared to $126,328 provided by financing activities in the nine months ended September 30, 2013. The increase in cash provided by financing activities was due to increases in bank overdraft and net change in line of credit.

As a “smaller reporting company”, we are not required to provide the information required by this Item.

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Management’s Report on Disclosure Controls and Procedures

We maintain disclosure controls and procedures that are designed to ensure that information required to be disclosed in our reports filed under the Securities Exchange Act of 1934, as amended, is recorded, processed, summarized and reported within the time periods specified in the Securities and Exchange Commission's rules and forms, and that such information is accumulated and communicated to our management, including our chief executive officer and chief financial officer (our principal executive officer, principal financial officer and principle accounting officer) to allow for timely decisions regarding required disclosure.

As of the end of our quarter covered by this report, we carried out an evaluation, under the supervision and with the participation of our chief executive officer and chief financial officer (our principal executive officer, principal financial officer and principle accounting officer), of the effectiveness of the design and operation of our disclosure controls and procedures. Based on the foregoing, our chief executive officer and chief financial officer (our principal executive officer, principal financial officer and principle accounting officer) concluded that our disclosure controls and procedures were effective as of the end of the period covered by this quarterly report.

Changes in Internal Control over Financial Reporting

There were no changes in our internal control over financial reporting during the quarterly period covered by this report that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.

PART II – OTHER INFORMATION

We know of no material, existing or pending legal proceedings against us, nor are we involved as a plaintiff in any material proceeding or pending litigation. There are no proceedings in which any of our directors, officers or affiliates, or any registered or beneficial shareholder, is an adverse party or has a material interest adverse to our company.

As a “smaller reporting company”, we are not required to provide the information required by this Item.

None.

None.

Not applicable.

Not applicable.

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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.

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