LIVING 3D HOLDINGS, INC. - Annual Report: 2008 (Form 10-K)
UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
Washington,
D.C. 20549
FORM
10-K
|
[X]
|
ANNUAL
REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF
1934
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For
the fiscal year ended December 31, 2008
[
] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
EXCHANGE ACT OF 1934
For
the transition period from _________ to ____________
Commission
File No. 333-102684
CONCRETE CASTING
INCORPORATED
(Exact
name of Registrant as specified in its charter)
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NEVADA
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87-0451230
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|
(State
or other jurisdiction of incorporation or organization)
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(I.R.S.
Employer Identification)
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1225
W. Washington Street, Suite 213, Tempe, AZ
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85018
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|
(Address
of principal executive offices)
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(Zip
Code)
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Registrant’s
telephone number (602) 778-7516
Securities
registered pursuant to Section 12(b) of the Act: 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
Rule 405 of the Securities
Act. Yes ¨ 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
Act. Yes ¨ No x
Indicate
by check mark whether the Registrant (l) 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 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 or information statements
incorporated by reference in Part III of this Form 10-K or any amendment to this
Form 10-K. [X]
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.
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Large accelerated filer
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¨
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Accelerated
filer
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¨
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|||||
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Non-accelerated filer
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¨
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Smaller reporting company
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x
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|||||
Indicate
by check mark whether the registrant is a shell company (as defined by Rule
12b-2 of the Act). Yes x No
The
aggregate market value of the voting and non-voting common equity held by
non-affiliates computed by reference to the price at which the common equity was
last sold as of March 10, 2009 is $815,650.
The
number of shares of the issuer’s Common Stock outstanding as of March 10, 2009
is 7,012,600.
-
1 -
PART
I
Item
1. Description of Business
GENERAL
Concrete
Casting was incorporated on October 28, 1987 pursuant to the laws of the State
of Nevada under the name Staco Incorporated. It was organized for the purpose of
conducting business as a transfer agent. This business was
unsuccessful as a transfer agent and became inactive. The business remained
inactive until 2001 during which time it sought to acquire assets or shares of a
business operation that had potential for profit. On November 30, 2001, we
acquired certain assets from Mr. Cordell Henrie, a sole proprietor doing
business as Concrete Casting. Mr. Henrie became the president of Concrete
Casting. We changed our name to Concrete Casting Incorporated on January 17,
2002. The assets included drawings, plans and concepts with respect to the
design of replicas of antiquities to be cast in concrete and marketed to the
U.S. landscaping market. From November 30, 2001, through December 31,
2007, our business focus remained concrete products though our emphasis changed
from replicas of antiquities to construction applications such as casted window
wells and water features for landscaping use.
Due to
time demand pressures upon Mr. Henrie from other sources, as of December 31,
2007, he was no longer able to devote the time necessary to our product
development and he resigned his officer and director positions. Since
our business development in the concrete casting industry was not sufficiently
mature to render us commercially viable in that industry, the decision was made
to shut down development of concrete products and discontinue those
operations. We hired Kevin J. Asher as our new president and he is
now attempting to locate and acquire new business opportunities.
The
selection of a business opportunity in which to participate is complex and
risky. Additionally, as Concrete Casting has only limited resources, it may be
difficult to find good opportunities. There can be no assurance that Concrete
Casting will be able to identify and acquire any business opportunity which will
ultimately prove to be beneficial to Concrete Casting and its
shareholders. Concrete Casting will select any potential business
opportunity based on management's business judgment.
The
activities of Concrete Casting are subject to several significant risks which
arise primarily as a result of the fact that Concrete Casting has no specific
business and may acquire or participate in a business opportunity based on the
decision of management which potentially could act without the consent, vote, or
approval of Concrete Casting's shareholders. The risks faced by Concrete Casting
are further increased as a result of its lack of resources and its inability to
provide a prospective business opportunity with significant
capital.
Employees
Concrete
Casting has no employees at this time other than Kevin J. Asher, its sole
director and officer.
Government
Regulations: There are no specific government regulations, either
foreign of domestic that will inhibit IFPG from selling its products around the
world.
Not
Required.
Item
1B. Unresolved Staff Comments
Not
required because registrant is not an accelerated filer or a large accelerated
filer or a well-known seasoned issuer.
Item
2. Property
Concrete
Casting's administrative offices are provided by one of our
shareholders. Without current operations, the space provided is
adequate for Concrete Casting's needs.
-
2 -
Item
3. Legal Proceedings
None
Item
4. Submission of Matters to a Vote of Security Holders
There
were no matters submitted to a vote of the share holders during the fiscal year
ended December 31, 2008.
Part
II
Item
5. Market for Registrant’s Common Equity and Related Stockholders Matters and
Issuer Purchases of Equity Securities
NO
PRESENT PUBLIC MARKET
Our
common stock is listed on the OTC Electronic Bulletin Board under the symbol
CCSG. However, there has never been any material trading of our
shares. Our symbol was first assigned in fourth quarter of
2006.
OPTION,
WARRANTS AND REGISTRATION RIGHTS
We have
no outstanding options or warrants to purchase, or securities convertible into,
common equity of Concrete Casting. There are no shares Concrete Casting has
agreed to register under the Securities Act for sale by security
holders.
RULE 144
SHARES
No shares
of our common stock are available for resale to the public in accordance with
Rule 144 of the Act.
PENNY
STOCK RULES
The
Securities Exchange Commission has also adopted rules that regulate
broker-dealer practices in connection with transactions in penny stocks. Penny
stocks are generally equity securities with a price of less than $5.00 (other
than securities registered on certain national securities exchanges or quoted on
the Nasdaq system, provided that current price and volume information with
respect to transactions in such securities is provided by the exchange or
system).
The penny
stock rules require a broker-dealer, prior to a transaction in a penny stock not
otherwise exempt from those rules, deliver a standardized risk disclosure
document prepared by the Commission, which:
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1
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contains
a description of the nature and level of risk in the market for penny
stocks in both public offerings and secondary
trading;
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2
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contains
a description of the broker's or dealer's duties to the customer and of
the rights and remedies available to the customer with respect to a
violation to such duties or other requirements of Securities'
laws;
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3
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contains
a brief, clear, narrative description of a dealer market, including "bid"
and "ask" prices for penny stocks and significance of the spread between
the "bid" and "ask" price;
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4
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contains
a toll-free telephone number for inquiries on disciplinary
actions;
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5
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defines
significant terms in the disclosure document or in the conduct of trading
in penny stocks; and
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6
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contains
such other information and is in such form (including language, type, size
and format), as the Commission shall require by rule or
regulation.
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The
broker-dealer also must provide, prior to effecting any transaction in a penny
stock, the customer:
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1
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with
bid and offer quotations for the penny
stock;
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2
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the
compensation of the broker-dealer and its salesperson in the
transaction;
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3
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the
number of shares to which such bid and ask prices apply, or other
comparable information relating to the depth and liquidity of the market
for such stock; and
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4
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monthly
account statements showing the market value of each penny stock held in
the customer's account.
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-
3 -
In
addition, the penny stock rules require that prior to a transaction in a penny
stock not otherwise exempt from those rules; the broker-dealer must make a
special written determination that the penny stock is a suitable investment for
the purchaser and receive the purchaser's written acknowledgment of the receipt
of a risk disclosure statement, a written agreement to transactions involving
penny stocks, and a signed and dated copy of a written suitability
statement. These disclosure requirements will have the effect of
reducing the trading activity in the secondary market for our stock because it
will be subject to these penny stock rules and because many broker-dealers
refuse to enter into penny stock transactions rather than comply with the rules.
Therefore, stockholders may have difficulty selling those
securities.
HOLDERS
OF OUR COMMON STOCK
As of the
date of this registration statement, we have 86 registered
shareholders.
DIVIDENDS
There are
no restrictions in our Articles of Incorporation or bylaws that restrict us from
declaring dividends. The Nevada Revised Statutes, however, do
prohibit us from declaring dividends where, after giving effect to the
distribution of the dividend:
1. We
would not be able to pay our debts as they become due in the usual course of
business; or
2. Our
total assets would be less than the sum of our total liabilities, plus the
amount that would be needed to satisfy the rights of shareholders who have
preferential rights superior to those receiving the distribution.
We have
not declared any dividends. We do not plan to declare any dividends in the
foreseeable future.
Item
6. Selected Financial Data.
Not
Required.
Item
7. Management’s Discussion and Analysis of Financial Condition and Results of
Operations.
THE
FOLLOWING PRESENTATION OF OUR MANAGEMENT'S DISCUSSION AND ANALYSIS SHOULD BE
READ IN CONJUNCTION WITH THE FINANCIAL STATEMENTS AND OTHER FINANCIAL
INFORMATION INCLUDED ELSEWHERE IN THIS REPORT.
A Note
about Forward-Looking Statements
This Annual
Report on Form 10-K contains "forward-looking statements" within the meaning of
the Private Securities Litigation Reform Act of 1995 that are based on current
management's expectations. These statements may be identified by their use of
words like "plans", "expect", "aim", "believe", "projects", "anticipate",
"intend", "estimate", "will", "should", "could" and other expressions that
indicate future events and trends. All statements that address expectations or
projections about the future, including statements about our business strategy,
expenditures, and financial results are forward-looking statements. We believe
that the expectations reflected in such forward-looking statements are accurate.
However, we cannot assure you that such expectations will occur.
Actual
results could differ materially from those in the forward looking statements due
to a number of uncertainties including, but not limited to, those discussed in
this section. Factors that could cause future results to differ from these
expectations include general economic conditions, further changes in our
business direction or strategy; competitive factors, oil and gas exploration
uncertainties, and an inability to attract, develop, or retain technical,
consulting, managerial, agents, or independent contractors. As a result, the
identification and interpretation of data and other information and their use in
developing and selecting assumptions from and among reasonable alternatives
requires the exercise of judgment. To the extent that the assumed events do not
occur, the outcome may vary substantially from anticipated or projected results,
and accordingly, no opinion is expressed on the achievability of those
forward-looking statements. No assurance can be given that any of the
assumptions relating to the forward-looking statements specified in the
following information are accurate, and we assume no obligation to update any
such forward-looking statements. You should not unduly rely on these
forward-looking statements, which speak only as of the date of this Annual
Report. Except as required by law, we are not obligated to release publicly any
revisions to these forward-looking statements to reflect events or circumstances
occurring after the date of this report or to reflect the occurrence of
unanticipated events.
-
4 -
Plan of
Operations
PLAN OF
OPERATIONS
Due to
the closure of our business operations on December 31, 2007, our business plan
for the next 12 months will be to locate new business opportunities for Concrete
Casting. With the closure of our operations, our overall cash needs
should be met with available resources. However, we would probably need
additional funds to start a new business. Any business decision will be dictated
by the requirement for start up funding and our ability to obtain sufficient
funding to launch a new business endeavor.
As of
March 10, 2009, we have cash on hand of approximately $27,000 which given
current expenditures will see us through to the end of March, 2010. This cash
has come from sales of our common stock at the purchase price of $0.25 per share
pursuant to a private offering of our shares. During 2007, pursuant
to the private offering we sold 660,000 shares for a total investment proceeds
to Concrete Casting of $165,000. Our current expenditures include
primarily the payment of professional fees necessary to keep the corporate
structure of Concrete Casting in good standing and to meet the reporting
requirements with the Securities and Exchange Commission.
Results
of Operations for the fiscal years ended December 31, 2008 and
2007.
Net Sales . The Company had
no sales for the years ended December 31, 2008 and 2007.
Cost of Sales . The Company
had no cost of sales for the years ended December 31, 2008 and
2007.
General and Administrative
expenses . General and Administrative expenses for the year ended
December 31, 2008 was $44,535. Most of the expenses were derived from accounting
fees and stock based compensation paid to the Company’s sole employee and
officer. General and Administrative expenses for the year ended
December 31, 2007 was $144,964. The majority of these expenses
related to compensation expense paid to the Company’s sole employee and director
as well as accounting and professional fees related to the to the Company’s
reporting requirements with the Securities and Exchange Commission.
Critical Accounting
Policies
The
preparation of financial statements and related disclosure in conformity with
accounting principles generally accepted in the United States requires us to
make judgments, assumptions, and estimates that affect the amounts reported in
the financial statements and accompanying notes. Results of operations could be
impacted significantly by judgments, assumptions, and estimates used in the
preparation of the financial statements and actual results could differ
materially from the amounts reported based on these policies.
While we
believe that these statements are accurate, our business is dependent upon
general economic conditions and various conditions specific to the technological
industry. Accordingly, future trends and results cannot be predicted with
certainty.
Certain Trends and
Uncertainties:
Concrete
Casting has in the past and may in the future make forward-looking statements.
Certain of the statements contained in this document involve risks and
uncertainties. The future results of CCSG could differ materially from those
statements. Factors that could cause or contribute to such differences include,
but are not limited to those discussed in this document. These statements are
subject to risks and uncertainties that could cause actual results to differ
materially from those predicted. Such risks and uncertainties include, but are
not limited to the following:
-
5 -
CAUTIONARY
STATEMENT FOR PURPOSES OF THE "SAFE HARBOR" PROVISIONS OF
THE PRIVATE SECURITIES LITIGATION REFORM ACT OF 1995
From time
to time, the Company will make written and oral forward-looking statements about
matters that involve risk and uncertainties that could cause actual results to
differ materially from projected results. Important factors that could cause
actual results to differ materially include, among others:
-
General domestic economic and political conditions;
Many of
these factors are beyond the Company’s ability to control and predict. Investors
are cautioned not to place undue reliance on forward-looking statements. The
Company disclaims any intent or obligation to update its forward-looking
statements, whether as a result of receiving new information, the occurrence of
future events, or otherwise.
Not
Required.
-
6 -
Item
8. Financial Statements
Concrete
Casting Incorporated
Financial
Statements
December
31, 2008 and 2007
-
7 -
Concrete
Casting Incorporated
Index
to the Financial Statements
December
31, 2008 and 2007
|
Report
of Independent Registered Public Accounting Firm
|
9 |
|
Financial
Statements of Concrete Casting Incorporated
|
|
|
Balance
Sheets, December 31, 2008 & 2007
|
10
|
|
Statements
of Operations For the Years Ended December 31, 2008 and 2007 and From the
Date of Inception October 28, 1987 through December 31,
2008
|
11 |
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Statements
of Shareholders' Equity (Deficit) from the Date of Inception October 28,
1987 through December 31, 2008
|
12 |
|
Statements
of Cash Flows For the Years Ended December 31, 2008 and 2007 and From the
Date of Inception October 28, 1987 through December 31,
2008
|
19 |
|
Notes
to the Financial Statements
|
21 |
-
8 -
To the
Board of Directors
Concrete
Casting, Inc.
(A
Development Stage Company)
Tempe,
Arizona
We have
audited the accompanying balance sheets of Concrete Casting, Inc. (a development
stage company) as of December 31, 2008 and 2007, and the related statements of
operations, stockholders’ equity and cash flows for each of the two years in the
period ended December 31, 2008, and from inception of the development stage on
October 28, 1987 through December 31, 2008. 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 our audits in accordance with the standards of the Public Company
Accounting Oversight Board (United States). Those standards require
that we plan and perform the audits to obtain reasonable assurance about whether
the financial statements are free of material misstatement. An audit
includes examining, on a test basis, evidence supporting the amounts and
disclosures in the financial statements. An audit also includes
assessing the accounting principles used and significant estimates made by
management, as well as evaluating the overall financial statement
presentation. We believe that our audits provide a reasonable basis
for our opinion.
In our
opinion, the financial statements referred to above present fairly, in all
material respects, the financial position of Concrete Casting, Inc. (a
development stage company) as of December 31, 2008 and 2007, and the results of
its operations and its cash flows for each of the two years in the period ended
December 31, 2008, and from inception of the development stage on October 28,
1987 through December 31, 2008, in conformity with U.S. generally accepted
accounting principles.
We were
not engaged to examine management's assertion about the effectiveness of
Concrete Casting Inc.'s (a development stage company) internal control over
financial reporting as of December 31, 2008 included in “Management’s Report on
Internal Control Over Financial Reporting” and, accordingly, we do not express
an opinion thereon.
As
discussed in Note 6 to the financial statements, the Company's recurring losses
from operations raises substantial doubt about its ability to continue as a
going concern. (Management's plans as to these matters are also described in
Note 6.) The 2008 and 2007 financial statements do not include any
adjustments that might result from the outcome of this uncertainty.
/s/ HJ & Associates, LLC
HJ &
Associates, LLC
Salt Lake
City, Utah
March 16,
2009
-
9 -
CONCRETE
CASTING, INC.
(A
Development Stage Company)
BALANCE
SHEETS
|
ASSETS
|
||||||||
|
December
31, 2008
|
December
31, 2007
|
|||||||
|
Current
Assets
|
||||||||
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Cash
and cash equivalents
|
$ | 31,155 | $ | 44,372 | ||||
| Total Current Assets | 31,155 | 44,372 | ||||||
|
Property
and equipment, net
|
- | - | ||||||
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Assets
held for Sale
|
- | 13,131 | ||||||
| Total Assets | $ | 31,155 | $ | 57,503 | ||||
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LIABILITIES
AND STOCKHOLDERS' EQUITY
|
||||||||
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Current
Liabilities
|
||||||||
|
Accounts
payable and accrued expenses
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$ | 2,784 | $ | 6,997 | ||||
|
Customer
deposits
|
- | 100 | ||||||
| Total Current Liabilities | 2,784 | 7,097 | ||||||
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Commitments
and Contingencies
|
- | - | ||||||
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Stockholders'
Equity
|
||||||||
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Common
stock, $.001 par value, 50,000,000 shares authorized,
|
||||||||
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7,012,600
and 6,962,600 shares issued and outstanding,
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7,013 | 6,963 | ||||||
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respectively
|
||||||||
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Additional
paid-in capital
|
491,646 | 469,196 | ||||||
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Accumulated
deficit
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(470,288 | ) | (425,753 | ) | ||||
| Total Stockholders' Equity | 28,371 | 50,406 | ||||||
| Total Liabilities and Stockholders' Equity | $ | 31,155 | $ | 57,503 | ||||
The
Accompanying Notes are an Integral
Part of
the Financial Statements
-
10 -
CONCRETE
CASTING, INC.
(A
Development Stage Company)
STATEMENTS
OF OPERATIONS
For
the Years Ended December 31, 2008 and 2007 and
From
the Date of Inception October 28, 1987 through December 31, 2008
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2008
|
2007
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From
the Date of Inception, October 28, 1987 through December 31,
2008
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||||||||||
|
Revenues
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$ | - | $ | - | $ | - | ||||||
|
Cost
of Revenues
|
- | - | - | |||||||||
|
Gross
Profit (Loss)
|
- | - | - | |||||||||
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General
and Administrative Expenses
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44,535 | - | 44,535 | |||||||||
|
Loss
from Operations
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44,535 | - | 44,535 | |||||||||
|
Other
Expenses - Interest and Miscellaneous
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- | (2,459 | ) | (18,555 | ) | |||||||
|
Loss
Before Discontinued Operations
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(44,535 | ) | (2,459 | ) | (63,090 | ) | ||||||
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and
Income Taxes
|
||||||||||||
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Discontinued
Operations and
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||||||||||||
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Income
Taxes
|
||||||||||||
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Loss
from discontinued operations (Note 5)
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- | (149,749 | ) | (407,198 | ) | |||||||
|
Loss
Before Income Taxes
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(44,535 | ) | (152,208 | ) | (470,288 | ) | ||||||
|
Income
Taxes
|
- | - | - | |||||||||
|
Net
Loss
|
$ | (44,535 | ) | $ | (152,208 | ) | $ | (470,288 | ) | |||
|
Basic
and Diluted Loss
|
||||||||||||
|
per
Common Share from Continued Operations (Note 1)
|
$ | (0.01 | ) | $ | - | |||||||
|
Basic
and Diluted Loss
|
||||||||||||
|
per
Common Share from Discontinued Operations
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$ | - | $ | (0.02 | ) | |||||||
|
Weighted
Average Common Shares;
|
||||||||||||
|
basic
and diluted
|
7,012,600 | 6,623,641 | ||||||||||
The
Accompanying Notes are an Integral
Part of
the Financial Statements
-
11 -
CONCRETE
CASTING, INC.
(A
Development Stage Company)
STATEMENTS
OF CHANGES IN STOCKHOLDERS’ EQUITY
|
Deficit
|
||||||||||||||||||||||||
|
Accumulated
|
||||||||||||||||||||||||
|
Additional
|
Stock
|
During
the
|
Total
|
|||||||||||||||||||||
|
Common
Stock
|
Paid-In
|
Subscription
|
Development
|
Stockholders'
|
||||||||||||||||||||
|
Shares
|
Amount
|
Capital
|
Payable
|
Stage
|
Equity
|
|||||||||||||||||||
|
Balance
at October 28, 1987
|
- | $ | - | $ | - | $ | - | $ | - | $ | - | |||||||||||||
|
October
1987: Common stock offering at $.20/share
|
650,000 | 650 | 650 | - | - | 1,300 | ||||||||||||||||||
|
Net
loss for the year ended
|
||||||||||||||||||||||||
|
December
31, 1987
|
- | - | - | - | (1,540 | ) | (1,540 | ) | ||||||||||||||||
|
Balance
at December 31, 1987
|
650,000 | 650 | 650 | - | (1,540 | ) | (240 | ) | ||||||||||||||||
|
Net
loss for the year ended
|
||||||||||||||||||||||||
|
December
31, 1988
|
- | - | - | - | (241 | ) | (241 | ) | ||||||||||||||||
|
Balance
at December 31, 1988
|
650,000 | 650 | 650 | - | (1,781 | ) | (481 | ) | ||||||||||||||||
|
Net
loss for the year ended
|
||||||||||||||||||||||||
|
December
31, 1989
|
- | - | - | - | (41 | ) | (41 | ) | ||||||||||||||||
|
Balance
at December 31, 1989
|
650,000 | 650 | 650 | - | (1,822 | ) | (522 | ) | ||||||||||||||||
|
Net
loss for the year ended
|
||||||||||||||||||||||||
|
December
31, 1990
|
- | - | - | - | (741 | ) | (741 | ) | ||||||||||||||||
|
Balance
at December 31, 1990
|
650,000 | 650 | 650 | - | (2,563 | ) | (1,263 | ) | ||||||||||||||||
|
December
1991: Common stock offering at $.10/share
|
2,600,000 | 2,600 | 23,400 | - | - | 26,000 | ||||||||||||||||||
|
Net
loss for the year ended
|
||||||||||||||||||||||||
|
December
31, 1991
|
- | - | - | - | (2,537 | ) | (2,537 | ) | ||||||||||||||||
|
Balance
at December 31, 1991
|
3,250,000 | $ | 3,250 | $ | 24,050 | $ | - | $ | (5,100 | ) | $ | 22,200 | ||||||||||||
The
Accompanying Notes are an Integral
Part of
the Financial Statements
-
12 -
CONCRETE
CASTING, INC.
(A
Development Stage Company)
STATEMENTS
OF CHANGES IN STOCKHOLDERS’ EQUITY (Continued)
|
Deficit
|
||||||||||||||||||||||||
|
Accumulated
|
||||||||||||||||||||||||
|
Additional
|
Stock
|
During
the
|
Total
|
|||||||||||||||||||||
|
Common
Stock
|
Paid-In
|
Subscription
|
Development
|
Stockholders'
|
||||||||||||||||||||
|
Shares
|
Amount
|
Capital
|
Payable
|
Stage
|
Equity
|
|||||||||||||||||||
|
Balance
at December 31, 1991
|
3,250,000 | $ | 3,250 | $ | 24,050 | $ | - | $ | (5,100 | ) | $ | 22,200 | ||||||||||||
|
Net
loss for the year ended
|
||||||||||||||||||||||||
|
December
31, 1992
|
- | - | - | - | (24,190 | ) | (24,190 | ) | ||||||||||||||||
|
Balance
at December 31, 1992
|
3,250,000 | 3,250 | 24,050 | - | (29,290 | ) | (1,990 | ) | ||||||||||||||||
|
Net
loss for the year ended
|
||||||||||||||||||||||||
|
December
31, 1993
|
- | - | - | - | (478 | ) | (478 | ) | ||||||||||||||||
|
Balance
at December 31, 1993
|
3,250,000 | 3,250 | 24,050 | - | (29,768 | ) | (2,468 | ) | ||||||||||||||||
|
Net
loss for the year ended
|
||||||||||||||||||||||||
|
December
31, 1994
|
- | - | - | - | (2,767 | ) | (2,767 | ) | ||||||||||||||||
|
Balance
at December 31, 1994
|
3,250,000 | 3,250 | 24,050 | - | (32,535 | ) | (5,235 | ) | ||||||||||||||||
|
Net
loss for the year ended
|
||||||||||||||||||||||||
|
December
31, 1995
|
- | - | - | - | (3,038 | ) | (3,038 | ) | ||||||||||||||||
|
Balance
at December 31, 1995
|
3,250,000 | $ | 3,250 | $ | 24,050 | $ | - | $ | (35,573 | ) | $ | (8,273 | ) | |||||||||||
The
Accompanying Notes are an Integral
Part of
the Financial Statements
-
13 -
CONCRETE
CASTING, INC.
(A
Development Stage Company)
STATEMENTS
OF CHANGES IN STOCKHOLDERS’ EQUITY (Continued)
|
Deficit
|
||||||||||||||||||||||||
|
Accumulated
|
||||||||||||||||||||||||
|
Additional
|
Stock
|
During
the
|
Total
|
|||||||||||||||||||||
|
Common
Stock
|
Paid-In
|
Subscription
|
Development
|
Stockholders'
|
||||||||||||||||||||
|
Shares
|
Amount
|
Capital
|
Payable
|
Stage
|
Equity
|
|||||||||||||||||||
|
Balance
at December 31, 1995
|
3,250,000 | $ | 3,250 | $ | 24,050 | $ | - | $ | (35,573 | ) | $ | (8,273 | ) | |||||||||||
|
July
1996: Common stock issued for
|
||||||||||||||||||||||||
|
forgiveness
of debt at $.078/share
|
150,000 | 150 | 11,601 | - | - | 11,751 | ||||||||||||||||||
|
July
1996: Common stock issued for
|
||||||||||||||||||||||||
|
services
at $.08/share
|
120,000 | 120 | 9,480 | - | - | 9,600 | ||||||||||||||||||
|
Net
loss for the year ended
|
||||||||||||||||||||||||
|
December
31, 1996
|
- | - | - | - | (13,751 | ) | (13,751 | ) | ||||||||||||||||
|
Balance
at December 31, 1996
|
3,520,000 | 3,520 | 45,131 | - | (49,324 | ) | (673 | ) | ||||||||||||||||
|
Expenses
paid on behalf of
|
||||||||||||||||||||||||
|
Company
by shareholder
|
- | - | 47 | - | - | 47 | ||||||||||||||||||
|
Net
loss for the year ended
|
||||||||||||||||||||||||
|
December
31, 1997
|
- | - | - | - | (424 | ) | (424 | ) | ||||||||||||||||
|
Balance
at December 31, 1997
|
3,520,000 | $ | 3,520 | $ | 45,178 | $ | - | $ | (49,748 | ) | $ | (1,050 | ) | |||||||||||
The
Accompanying Notes are an Integral
Part of
the Financial Statements
-
14 -
CONCRETE
CASTING, INC.
(A
Development Stage Company)
STATEMENTS
OF CHANGES IN STOCKHOLDERS’ EQUITY (Continued)
|
Deficit
|
||||||||||||||||||||||||
|
Accumulated
|
||||||||||||||||||||||||
|
Additional
|
Stock
|
During
the
|
Total
|
|||||||||||||||||||||
|
Common
Stock
|
Paid-In
|
Subscription
|
Development
|
Stockholders'
|
||||||||||||||||||||
|
Shares
|
Amount
|
Capital
|
Payable
|
Stage
|
Equity
|
|||||||||||||||||||
|
Balance
at December 31, 1997
|
3,520,000 | $ | 3,520 | $ | 45,178 | $ | - | $ | (49,748 | ) | $ | (1,050 | ) | |||||||||||
|
July
1998: Common stock issued for
|
||||||||||||||||||||||||
|
services
at $.05/share
|
100,000 | 100 | 4,900 | - | - | 5,000 | ||||||||||||||||||
|
Net
loss for the year ended
|
||||||||||||||||||||||||
|
December
31, 1998
|
- | - | - | - | (4,494 | ) | (4,494 | ) | ||||||||||||||||
|
Balance
at December 31, 1998
|
3,620,000 | 3,620 | 50,078 | - | (54,242 | ) | (544 | ) | ||||||||||||||||
|
January
1999: Common stock issued
|
||||||||||||||||||||||||
|
for
services at $.10/share
|
40,000 | 40 | 360 | - | - | 400 | ||||||||||||||||||
|
Net
loss for the year ended
|
||||||||||||||||||||||||
|
December
31, 1999
|
- | - | - | - | (603 | ) | (603 | ) | ||||||||||||||||
|
Balance
at December 31, 1999
|
3,660,000 | 3,660 | 50,438 | - | (54,845 | ) | (747 | ) | ||||||||||||||||
|
Net
loss for the year ended
|
||||||||||||||||||||||||
|
December
31, 2000
|
- | - | - | - | (16,159 | ) | (16,159 | ) | ||||||||||||||||
|
Balance
at December 31, 2000
|
3,660,000 | $ | 3,660 | $ | 50,438 | $ | - | $ | (71,004 | ) | $ | (16,906 | ) | |||||||||||
The
Accompanying Notes are an Integral
Part of
the Financial Statements
-
15 -
CONCRETE
CASTING, INC.
(A
Development Stage Company)
STATEMENTS
OF CHANGES IN STOCKHOLDERS’ EQUITY (Continued)
|
Deficit
|
||||||||||||||||||||||||
|
Accumulated
|
||||||||||||||||||||||||
|
Additional
|
Stock
|
During
the
|
Total
|
|||||||||||||||||||||
|
Common
Stock
|
Paid-In
|
Subscription
|
Development
|
Stockholders'
|
||||||||||||||||||||
|
Shares
|
Amount
|
Capital
|
Payable
|
Stage
|
Equity
|
|||||||||||||||||||
|
Balance
at December 31, 2000
|
3,660,000 | $ | 3,660 | $ | 50,438 | $ | - | $ | (71,004 | ) | $ | (16,906 | ) | |||||||||||
|
November
2001: Common stock issued to acquire
|
||||||||||||||||||||||||
|
assets
of Concrete Casting, Inc. at $.001/share
|
2,000,000 | 2,000 | - | - | - | 2,000 | ||||||||||||||||||
|
Net
loss for the year ended
|
||||||||||||||||||||||||
|
December
31, 2001
|
- | - | - | - | (10,966 | ) | (10,966 | ) | ||||||||||||||||
|
Balance
at December 31, 2001
|
5,660,000 | 5,660 | 50,438 | - | (81,970 | ) | (25,872 | ) | ||||||||||||||||
|
Contributed
Services
|
- | - | 11,500 | - | - | 11,500 | ||||||||||||||||||
|
Net
loss for the year ended
|
||||||||||||||||||||||||
|
December
31, 2002
|
- | - | - | - | (19,173 | ) | (19,173 | ) | ||||||||||||||||
|
Balance
at December 31, 2002
|
5,660,000 | 5,660 | 61,938 | - | (101,143 | ) | (33,545 | ) | ||||||||||||||||
|
Contributed
Services
|
- | - | 14,462 | - | - | 14,462 | ||||||||||||||||||
|
Net
loss for the year ended
|
||||||||||||||||||||||||
|
December
31, 2003
|
- | - | - | - | (23,453 | ) | (23,453 | ) | ||||||||||||||||
|
Balance
at December 31, 2003
|
5,660,000 | 5,660 | 76,400 | - | (124,596 | ) | (42,536 | ) | ||||||||||||||||
|
Contributed
Services
|
- | - | 19,573 | - | - | 19,573 | ||||||||||||||||||
|
Net
loss for the year ended
|
||||||||||||||||||||||||
|
December
31, 2004
|
- | - | - | - | (30,021 | ) | (30,021 | ) | ||||||||||||||||
|
Balance
at December 31, 2004
|
5,660,000 | $ | 5,660 | $ | 95,973 | $ | - | $ | (154,617 | ) | $ | (52,984 | ) | |||||||||||
The
Accompanying Notes are an Integral
Part of
the Financial Statements
-
16 -
CONCRETE
CASTING, INC.
(A
Development Stage Company)
STATEMENTS
OF CHANGES IN STOCKHOLDERS’ EQUITY (Continued)
|
Deficit
|
||||||||||||||||||||||||
|
Accumulated
|
||||||||||||||||||||||||
|
Additional
|
Stock
|
During
the
|
Total
|
|||||||||||||||||||||
|
Common
Stock
|
Paid-In
|
Subscription
|
Development
|
Stockholders'
|
||||||||||||||||||||
|
Shares
|
Amount
|
Capital
|
Payable
|
Stage
|
Equity
|
|||||||||||||||||||
|
Balance
at December 31, 2004
|
5,660,000 | $ | 5,660 | $ | 95,973 | $ | - | $ | (154,617 | ) | $ | (52,984 | ) | |||||||||||
|
September
through December 2005:
|
||||||||||||||||||||||||
|
Common
stock offering at $.25/share
|
114,600 | 115 | 28,535 | (8,400 | ) | - | 20,250 | |||||||||||||||||
|
Contributed
Services
|
- | - | 19,428 | - | - | 19,428 | ||||||||||||||||||
|
Net
loss for the year ended
|
||||||||||||||||||||||||
|
December
31, 2005
|
- | - | - | - | (38,018 | ) | (38,018 | ) | ||||||||||||||||
|
Balance
at December 31, 2005
|
5,774,600 | 5,775 | 143,936 | (8,400 | ) | (192,635 | ) | (51,324 | ) | |||||||||||||||
|
Stock
subscription paid
|
- | - | - | 8,400 | - | 8,400 | ||||||||||||||||||
|
Contributed
Services
|
- | - | 29,447 | - | - | 29,447 | ||||||||||||||||||
|
July
2006: Common stock issued for service at
$.25/share
|
30,000 | 30 | 7,470 | - | - | 7,500 | ||||||||||||||||||
|
January
through December 2006:
|
||||||||||||||||||||||||
|
Common
stock offering at $.25/share
|
498,000 | 498 | 124,003 | - | - | 124,501 | ||||||||||||||||||
|
Net
loss for the year ended
|
||||||||||||||||||||||||
|
December
31, 2006
|
- | - | - | - | (80,910 | ) | (80,910 | ) | ||||||||||||||||
|
Balance
at December 31, 2006
|
6,302,600 | $ | 6,303 | $ | 304,856 | $ | - | $ | (273,545 | ) | $ | 37,614 | ||||||||||||
The
Accompanying Notes are an Integral
Part of
the Financial Statements
-
17 -
CONCRETE
CASTING, INC.
(A
Development Stage Company)
STATEMENTS
OF CHANGES IN STOCKHOLDERS’ EQUITY (Continued)
|
Deficit
|
||||||||||||||||||||||||
|
Accumulated
|
||||||||||||||||||||||||
|
Additional
|
Stock
|
During
the
|
Total
|
|||||||||||||||||||||
|
Common
Stock
|
Paid-In
|
Subscription
|
Development
|
Stockholders'
|
||||||||||||||||||||
|
Shares
|
Amount
|
Capital
|
Payable
|
Stage
|
Equity
|
|||||||||||||||||||
|
Balance
at December 31, 2006
|
6,302,600 | $ | 6,303 | $ | 304,856 | $ | - | $ | (273,545 | ) | $ | 37,614 | ||||||||||||
|
June
through September 2007:
|
||||||||||||||||||||||||
|
Common
stock offering at $.25/share
|
660,000 | 660 | 164,340 | - | - | 165,000 | ||||||||||||||||||
|
Net
loss for the year ended
|
||||||||||||||||||||||||
|
December
31, 2007
|
- | - | - | - | (152,208 | ) | (152,208 | ) | ||||||||||||||||
|
Balance
at December 31, 2007
|
6,962,600 | 6,963 | 469,196 | - | (425,753 | ) | 50,406 | |||||||||||||||||
|
Stock
for Services
|
50,000 | 50 | 22,450 | - | - | 22,500 | ||||||||||||||||||
|
Net
loss for the year ended
|
||||||||||||||||||||||||
|
December
31, 2008
|
- | - | - | - | (44,535 | ) | (44,535 | ) | ||||||||||||||||
|
Balance
at December 31, 2008
|
7,012,600 | $ | 7,013 | $ | 491,646 | $ | - | $ | (470,288 | ) | $ | 28,371 | ||||||||||||
The
Accompanying Notes are an Integral
Part of
the Financial Statements
-
18 -
CONCRETE
CASTING, INC.
(A
Development Stage Company)
STATEMENTS
OF CASH FLOWS
For
the Years Ended December 31, 2008 and 2007 and
From
the Date of Inception October 28, 1987 through December 31, 2008
|
2008
|
2007
|
From
the date of Inception, October 28, 1987 through December 31,
2008
|
||||||||||
|
Cash
flows from operating activities:
|
||||||||||||
| Net Loss | $ | (44,535 | ) | $ | (152,208 | ) | $ | (470,288 | ) | |||
|
Adjustments
to reconcile net loss
|
||||||||||||
|
to
net cash provided (used) by
|
||||||||||||
|
operating
activities:
|
||||||||||||
| Loss on impairment of assets | - | - | 2,000 | |||||||||
| Loss on disposal of assets | - | 4,785 | 4,785 | |||||||||
| Stock issued for forgiveness of debt | - | - | 11,751 | |||||||||
| Expenses paid on behalf of the Company | - | - | 47 | |||||||||
| Stock issued for services | - | - | 17,100 | |||||||||
| Contributed Services | 22,500 | - | 116,910 | |||||||||
| Depreciation | - | 3,827 | 8,162 | |||||||||
|
Changes
in assets and liabilities:
|
- | |||||||||||
| (Increase) decrease in assets held for sale | 13,131 | (13,131 | ) | - | ||||||||
| (Increase) decrease in organization costs | - | - | (203 | ) | ||||||||
| Increase (decrease) in accounts payable | (4,313 | ) | 4,887 | 2,784 | ||||||||
| Increase (decrease) in accounts payable - related party | - | (45,688 | ) | - | ||||||||
| Increase (decrease) in accrued expenses | - | (14,265 | ) | - | ||||||||
| Net cash used by operating activities | (13,217 | ) | (211,793 | ) | (306,952 | ) | ||||||
|
Cash
flows from investing activities:
|
||||||||||||
| Purchase of fixed assets | - | (2,269 | ) | (2,269 | ) | |||||||
| Purchase of leasehold improvements | - | - | (10,474 | ) | ||||||||
| Net cash used by investing activities | - | (2,269 | ) | (12,743 | ) | |||||||
|
Cash
flows from financing activities:
|
||||||||||||
| Proceeds from equity issuances | - | 165,000 | 350,850 | |||||||||
| Net cash provided by financing activities | - | 165,000 | 350,850 | |||||||||
|
Net
increase (decrease) in cash and cash equivalents
|
(13,217 | ) | (49,062 | ) | 31,155 | |||||||
|
Cash
and cash equivalents at beginning of year
|
44,372 | 93,434 | - | |||||||||
|
Cash
and cash equivalents at end of year
|
$ | 31,155 | $ | 44,372 | $ | 31,155 | ||||||
The
Accompanying Notes are an Integral
Part of
the Financial Statements
-
19 -
CONCRETE
CASTING, INC.
(A
Development Stage Company)
STATEMENTS
OF CASH FLOWS
For
the Years Ended December 31, 2008 and 2007 and
From
the Date of Inception October 28, 1987 through December 31, 2008
|
2008
|
2007
|
From
the Date of Inception, October 28, 1987 through December 31,
2008
|
||||||||||
|
Supplemental
disclosure of cash flow information:
|
||||||||||||
|
Cash
paid during the year for:
|
||||||||||||
|
Interest
|
$ | - | $ | 16,724 | $ | - | ||||||
|
Taxes
|
$ | - | $ | - | $ | - | ||||||
|
Non-cash
investing and financing activities:
|
||||||||||||
|
Equity
issued for services
|
$ | - | $ | - | $ | 17,100 | ||||||
|
Equity
issued for assets
|
$ | - | $ | - | $ | 2,000 | ||||||
|
Contributed
services
|
$ | 22,500 | $ | - | $ | 116,910 | ||||||
The
Accompanying Notes are an Integral
Part of
the Financial Statements
-
20 -
CONCRETE
CASTING, INC.
(A
Development Stage Company)
NOTES
TO FINANCIAL STATEMENTS
December
31, 2008 and 2007
Note
1
Summary
of Significant Accounting Policies, Nature of Operations and Use of
Estimates
Organization
and History
Concrete
Casting Incorporated (formerly Staco Incorporated) (the Company) was organized
under the laws of the State of Nevada on October 28, 1987. The
Company was organized for the purpose of pursing the business of stock transfer
and register agent and conducted limited activity until operations
ceased. The business remained inactive until 2001 during which time
it sought new business opportunities. On November 30, 2001, the
Company acquired certain assets from Mr. Cordell Henrie, a sole proprietor doing
business as Concrete Casting. Mr. Henrie became the president of the
Company. The Company changed its name to Concrete Casting
Incorporated on January 17, 2002. The assets included drawings, plans and
concepts with respect to the design of products to be cast out of
concrete. The Company pursued the development of its concrete casting
assets but never generated significant revenues. On December 31,
2007, Mr. Henrie resigned as an officer and a director of the Company to pursue
other interests and the Company has discontinued its concrete casting
operations. The Company has retained the services of Kevin J. Asher
to serve as its sole officer and director. Mr. Asher is seeking to
acquire new business opportunities for the Company. The Company is
classified as a development stage company as defined in SFAS No. 7.
Use
of Estimates
The preparation of financial statements in conformity with
generally accepted accounting principles requires management to make estimates
and assumptions that affect the reported amounts of assets and liabilities and
disclosure of contingent assets and liabilities at the date of the financial
statements and the reported amounts of revenues and expenses during the
reporting period. Actual results could differ from those estimates.
Cash and Cash
Equivalents
For
financial accounting purposes, cash and cash equivalents are considered to be
all highly liquid investments purchased with an initial maturity of three (3)
months or less.
Assets
Held for Sale
During
the year ended December 31, 2007 the company purchased inventory for use in its
concrete casting operation. In association with the Company ceasing
its operating business, $13,131 of inventory has been reclassified as assets
held for sale. As of December 31, 2008 the Company has sold all of
the assets held for sale at cost. As such no gain or loss will be
recognized on the sale.
Property
and Equipment
Property
and equipment are recorded at cost. Depreciation is provided for on the
straight-line method over the estimated useful lives of the
assets. The average lives range from three (3) to five (5) years.
Leasehold improvements are amortized on the straight-line method over the lesser
of the lease term or the useful life. Maintenance and repairs that neither
materially add to the value of the property nor appreciably prolong its life are
charged to expense as incurred. Betterments or renewals are
capitalized when incurred. As of December 31, 2007 the Company
has discontinued its operations. As a result of this the company has
written off the value of its leasehold improvements as they were linked to an
operating lease that was cancelled as of that date. The Company also
abandoned equipment purchased during the year ended December 31, 2007 as it was
linked to the concrete casting operations and was determined to have no
value. The depreciated value of the leasehold improvements and
equipment was $4,785 prior to the abandonment of these assets. The
Company has recognized a loss on disposal of its fixed assets of $4,785 for the
year ended December 31, 2007. This amount is included in the loss
from discontinued operations.
For the
year ended December 31, 2007, depreciation expense was $3,827.
-
21 -
Note
1
Summary
of Significant Accounting Policies, Nature of Operations and Use of Estimates
(Continued)
Income
Taxes
The
Company’s tax position taken in prior years for deferred income taxes have been
provided by temporary differences between the carrying amounts of assets and
liabilities for financial reporting purposes and the amounts used for tax
purposes. To the extent allowed by GAAP, we provide valuation allowances against
the deferred tax assets for amounts when the realization is uncertain.
Management reviews these items regularly in light of changes in tax laws and
court rulings at both federal and state levels.
The
Company has adopted the provisions of FASB interpretation No. 48, Accounting for
Uncertainty in Income Taxes, on July 1, 2007.
The
Company files income tax returns in the U.S. federal jurisdiction, and the state
of Colorado. With few exceptions, the Company is no longer subject to
U.S. federal, state and local, or non-U.S. income tax examinations by tax
authorities for years before 2004. Interest and penalties associated with
unrecognized tax benefits are classified as additional income taxes in the
statement of income.
Deferred
income taxes are provided using the liability method whereby deferred tax assets
are recognized for deductible temporary differences and operating loss and tax
credit carryforwards and deferred tax liabilities are recognized for taxable
temporary differences. Temporary differences are the differences
between the reported amounts of assets and liabilities and their tax
bases. Deferred tax assets are reduced by a valuation allowance when,
in the opinion of management, it is more likely than not that some portion or
all of the deferred tax assets will not be realized. Deferred tax
assets and liabilities are adjusted for the effects of the changes in tax laws
and rates of the date of enactment.
When tax
returns are filed, it is highly certain that some positions taken would be
sustained upon examination by the taxing authorities, while others are subject
to uncertainty about the merits of the position taken or the amount of the
position that would be ultimately sustained. The benefit of a tax
position is recognized in the financial statements in the period during which,
based on all available evidence, management believes it is more likely than not
that the position will be sustained upon examination, including the resolution
of appeals or litigation processes, if any. Tax positions taken are
not offset or aggregated with other positions. Tax positions that
meet the more-likely-than-not recognition threshold are measured as the largest
amount of tax benefit that is more than 50 percent likely of being realized upon
settlement with the applicable taxing authority. The portion of the
benefits associated with tax positions taken that exceeds the amount measured as
described above is reflected as a liability for unrecognized tax benefits in the
accompanying balance sheet along with any associated interest and penalties that
would be payable to the taxing authorities upon examination. Interest and
penalties associated with unrecognized tax benefits are classified as additional
income taxes in the statement of income.
As of
December 31, 2008 the Company has not filed federal or Utah income tax returns
for the years ended December 31, 2007, 2006 or 2005. Due to losses
for those periods the Company does not believe it has any tax liability related
to those tax years.
-
22 -
Note
1
Summary
of Significant Accounting Policies, Nature of Operations and Use of Estimates
(Continued)
Basic Loss per Common
Share
Basic
loss per common share is computed based on weighted average shares outstanding
and excludes any potential dilution from stock options, warrants and other
common stock equivalents. Basic net loss per common share is computed by
dividing loss available to common shareholders by the weighted average number of
common shares outstanding for the period.
|
2008
|
2007
|
|||||||
|
Loss
available to common stockholders
|
$ | (44,535 | ) | $ | (152,208 | ) | ||
|
Weighted
average number of common shares
|
||||||||
|
used
in basic earnings per share
|
7,012,600 | 6,623,641 | ||||||
|
Basic
weighted average loss per share
|
$ | (0.01 | ) | $ | (0.02 | ) | ||
Revenue Recognition and Deferred
Revenue
The
Company recognizes revenue when products are paid for and goods have been
delivered. To date the Company had no revenue and is still in the
development stage. As of December 31, 2007, the Company has ceased all
operations.
Concentration
For the
year ended December 31, 2008 and 2007, the Company did not have any revenues
from business operations.
Pending
Accounting Pronouncements
In
December 2007, the FASB issued Statement No. 141R, “Business
Combinations” (“SFAS 141R”). SFAS 141R requires an acquirer to recognize the
assets acquired, the liabilities assumed, and any non-controlling interest in
the acquired business at the acquisition date, measured at their full fair
values as of that date. SFAS 141R is effective for business combinations
occurring after December 31, 2008. The Company does not expect EITF 06-11
will have a material impact on its financial statements.
In
December 2007, the FASB issued SFAS No. 160, “Noncontrolling Interests
in Consolidated Financial Statements — an amendment of ARB No. 51” (“SFAS
160”). SFAS 160 establishes accounting and reporting standards that require
(i) noncontrolling interests to be reported as a component of equity,
(ii) changes in a parent’s ownership interest while the parent retains its
controlling interest to be accounted for as equity transactions, and
(iii) any retained noncontrolling equity investment upon the
deconsolidation of a subsidiary to be initially measured at fair value. SFAS 160
is effective for fiscal years and interim periods within those fiscal years,
beginning on or after December 15, 2008, with early adoption prohibited.
The Company does not expect the adoption of SFAS 160 to have a material effect
on its financial position or results of operations.
-
23 -
Note
1
Summary
of Significant Accounting Policies, Nature of Operations and Use of Estimates
(Continued)
In
March 2008, the FASB issued SFAS No. 161, “Disclosures about
Derivative Instruments and Hedging Activities,” or SFAS No. 161. SFAS
No. 161 is intended to improve financial reporting about derivative
instruments and hedging activities by requiring enhanced disclosures to enable
investors to better understand their effects on an entity’s financial position,
financial performance, and cash flows. It is effective for financial statements
issued for fiscal years and interim periods beginning after November 15,
2008, with early application encouraged. The Company does not expect SFAS No.
161 to have a material impact on its financial statements.
In April
2008, the FASB issued FSP 142-3, “Determination of the Useful Life of Intangible
Assets” (“FSP 142-3”). FSP 142-3 amends the factors that should be considered in
developing renewal or extension assumptions used to determine the useful life of
a recognized intangible asset under SFAS No. 142, “Goodwill and Other Intangible
Assets.” FSP 142-3 is effective for fiscal years beginning after December 15,
2008. The Company is currently assessing the impact of FSP 142-3 on its
financial position and results of operations.
In May
2008, the FASB issued SFAS No. 162, “The Hierarchy of Generally Accepted
Accounting Principles” (“SFAS 162”). SFAS 162 identifies the sources of
accounting principles and the framework for selecting the principles used in the
preparation of financial statements. SFAS 162 is effective 60 days following the
SEC’s approval of the Public Company Accounting Oversight Board amendments to AU
Section 411, “The Meaning of Present Fairly in Conformity with Generally
Accepted Accounting Principles.” The implementation of this standard will not
have a material impact on our financial position and results of
operations.
Related
Party Transactions
Management
Compensation - On September 1, 2005 the Company entered into a Consulting
Agreement with one of its officers whereby the officer agreed to provide
consulting services as directed by the Company’s board of directors including,
but not limited to, the casting of concrete products, the supervision of any
personnel hired for the purposes of casting concrete products, and consultation
on other matters in regards to developing and promoting the business enterprises
of the Company. The officer was considered an independent contractor. The
Agreement called for monthly payments of $700 over a period of three years, and
was renewable thereafter on a month-to-month basis. During the year ended
December 31, 2007, the Company paid the officer $8,400 under the
Agreement. As of December 31, 2007, that officer resigned his
positions. During the year ended December 31, 2007, an attorney was
paid $109,600. During the year ended December 31, 2008, the Company
issued 50,000 shares of its common stock to Kevin Asher. Kevin Asher
was the Company’s sole director and officer during that period.
Shop Facilities - On
September 1, 2005 the Company entered into a Lease Agreement with one of its
officers whereby the Company agreed to lease a building owned by the officer to
be used by the Company for shop and warehouse purposes. The term of the
Agreement was for three years and called for a monthly payment of
$300. During the year ended December 31, 2007, the Company paid the
officer $3,600. The lease was terminated on December 31,
2007.
-
24 -
Note
2
Common
Stock Transactions
During
the year ended December 31, 2008, the Company issued 50,000 shares of common
stock as compensation to its CEO. The Company valued the stock at its
current trading value of $.45 resulting in compensation expense of
$22,500.
During
the year ended December 31, 2007 the Company accepted subscriptions from 12
persons for the purchase of a total of 660,000 shares of common stock at a price
of $0.25 per share for total proceeds to the Company of $165,000.
Note
3
Commitments
and Contingencies
During
the year ended December 31, 2007 the Company had a non-cancellable operating
lease for its facilities and was to expire August 31, 2008. Although the lease
was classified as non-cancellable, the lessor agreed to allow the company to
cancel the lease as of December 31, 2007. The lease agreement required a monthly
payment of $300. Rent expense for the year ended December 31, 2007 was
$3,600.
Note
4
Provision
for Income Taxes
Deferred
taxes are provided on a liability method whereby deferred tax assets are
recognized for deductible temporary differences and operating loss and tax
credit carry-forwards and deferred tax liabilities are recognized for taxable
temporary differences. Temporary differences are the differences between the
reported amounts of assets and liabilities and their tax
bases. Deferred tax assets are reduced by a valuation allowance when,
in the opinion of management, it is more likely than not that some portion or
all of the deferred tax assets will not be realized. Deferred tax
assets and liabilities are adjusted for the effects of changes in tax laws and
rates on the date of enactment.
Net deferred tax assets
consist of the following components as of December 31, 2008 and
2007:
|
Deferred
tax assets:
|
2008
|
2007
|
||||||
|
NOL
Carryover
|
$ | 139,456 | $ | 131,288 | ||||
|
Related
Party Accruals
|
- | - | ||||||
|
Depreciation
|
- | - | ||||||
|
Deferred
tax liabilities
|
- | - | ||||||
|
Less: Valuation
Allowance
|
(139,456 | ) | (131,288 | ) | ||||
|
Net
Deferred Tax Asset
|
$ | - | $ | - | ||||
-
25 -
Note
4
Provision
for Income Taxes (Continued)
The
income tax provision differs from the amount of income tax determined by
applying the U.S. federal and state income tax rates of 39% to pretax income
from continuing operations for the years ended December 31, 2008 and 2007 due to
the following:
|
2008
|
2007
|
|||||||
|
Book
Loss
|
$ | (17,373 | ) | (31,555 | ) | |||
|
Contributed
Services
|
8,775 | 11,484 | ||||||
|
Services
|
- | 2,925 | ||||||
|
Other
|
- | 70 | ||||||
|
State
Taxes
|
- | 818 | ||||||
|
Less: Valuation
Allowance
|
8,598 | 16,258 | ||||||
|
Net
Deferred Tax Asset
|
$ | - | $ | - | ||||
At
December 31, 2008, the Company had net operating loss carry-forwards of
approximately $358,000 that may be offset against future taxable income from the
year 2008 through 2028. No tax benefit has been reported in the
December 31, 2008 financial statements since the potential tax benefit is offset
by a valuation allowance of the same amount.
Due to
the change in ownership provisions of the Tax Reform Act of 1986, net operating
loss carry-forwards for Federal income tax reporting purposes are subject to
annual limitations. Should a change in ownership occur, net operating
loss carry-forwards may be limited as to use in future years.
-
26 -
Note
5
Discontinued
Operations
On
December 31, 2007, the Company decided to cease its operating business. In
accordance with FASB Statement No. 144, the Company has classified all prior
operations with the exception of interest expense as discontinued operations and
has restated all prior income statements. No income tax benefit has been
attributed to the transactions.
A summary
of the Discontinued Operations are as follows:
|
2007
|
From
the Date of Inception, October 28, 1987 through December 31,
2007
|
|||||||
|
Revenues
|
$ | - | $ | 1,450 | ||||
|
Cost
of Revenues
|
- | 1,283 | ||||||
|
Gross
Profit (Loss)
|
- | 167 | ||||||
|
General
and Administrative Expenses
|
144,964 | 400,580 | ||||||
|
Loss
on Impairment of Asset
|
- | 2,000 | ||||||
|
Loss
from Operations
|
(144,964 | ) | (402,413 | ) | ||||
|
Other
Income (Expense)
|
- | - | ||||||
|
Loss
on Disposal of Assets
|
(4,785 | ) | (4,785 | ) | ||||
|
Total
Other Income (Expense)
|
(4,785 | ) | (4,785 | ) | ||||
|
Net
Loss
|
$ | (149,749 | ) | $ | (407,198 | ) | ||
Note
6
Going
Concern
The
Company’s financial statements are prepared using generally accepted accounting
principles applicable to a going concern which contemplates the realization of
assets and liquidation of liabilities in the normal course of business. However,
the Company has had no significant operations since inception. These
factors create uncertainty about the Company’s ability to continue as a going
concern. The ability of the Company to continue as a going concern is dependent
on the Company obtaining adequate capital to fund operating losses until it
becomes profitable. If the Company is unable to obtain adequate capital, it
could be forced to cease operations.
The
ability of the Company to continue as a going concern is also dependent upon its
ability to successfully raise any necessary additional funds not provided by
operations through additional sale of its common stock. The accompanying
financial statements do not include any adjustments that might be necessary if
the Company is unable to continue as a going concern.
-
27 -
Item
9. Changes in and Disagreements with Accountants on Accounting and Financial
Disclosure
None
Item
9A. Controls and Procedures.
We
conducted an evaluation under the supervision and with the participation of our
management, including our Chief Executive Officer and Chief Financial Officer,
of the effectiveness of the design and operation of our disclosure controls and
procedures. The term “disclosure controls and procedures,” as defined in Rules
13a-15(e) and 15d-15(e) under the Securities and Exchange Act of 1934, as
amended (“Exchange Act”), means controls and other procedures of a company that
are designed to ensure that information required to be disclosed by the company
in the reports it files or submits under the Exchange Act is recorded,
processed, summarized and reported, within the time periods specified in the
Securities and Exchange Commission's rules and forms. Disclosure controls and
procedures also include, without limitation, controls and procedures designed to
ensure that information required to be disclosed by a company in the reports
that it files or submits under the Exchange Act is accumulated and communicated
to the company's management, including its principal executive and principal
financial officers, or persons performing similar functions, as appropriate, to
allow timely decisions regarding required disclosure. Based on this evaluation,
our Chief Executive Officer and Chief Financial Officer concluded as of December
31, 2007 that our disclosure controls and procedures were not effective at the
reasonable assurance level due to the material weaknesses in our internal
controls over financial reporting discussed immediately below.
Management’s Report on
Internal Control Over Financial Reporting
Our
management is responsible for establishing and maintaining adequate internal
control over financial reporting as defined in Rules 13a-15(f) and 15d-15(f)
under the Exchange Act. Our internal control over financial reporting is
designed to provide reasonable assurance regarding the reliability of financial
reporting and the preparation of financial statements for external purposes in
accordance with generally accepted accounting principles. Our internal control
over financial reporting includes those policies and procedures
that:
(1)
pertain to the maintenance of records that in reasonable detail accurately and
fairly reflect the transactions and dispositions of our assets;
(2)
provide reasonable assurance that transactions are recorded as necessary to
permit preparation of financial statements in accordance with U.S. GAAP, and
that our receipts and expenditures are being made only in accordance with the
authorization of our management and directors; and
(3)
provide reasonable assurance regarding prevention or timely detection of
unauthorized acquisition, use or disposition of our assets that could have a
material effect on the financial statements.
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 of changes in conditions, or that 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 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 permits us to provide only management's report in
this annual report.
Identified
Material Weaknesses
A
material weakness is a control deficiency, or combination of control
deficiencies, that results in more than a remote likelihood that a material
misstatement of the financial statements will not be prevented or
detected.
-
28 -
Management
identified the following internal control deficiencies during its assessment of
our internal control over financial reporting as of December 31,
2008:
|
1.
|
We
did not maintain proper segregation of duties as it applies to accounting
transactions.
|
Management’s
Remediation Initiatives
We are in
the process of evaluating our material deficiencies. We have already begun to
remediate many of the deficiencies. However, others will require additional
people, including adding to our board of directors, which will take longer to
remediate.
In an
effort to remediate the identified material weaknesses and other deficiencies
and enhance our internal controls, we have initiated, or plan to initiate, the
following series of measures:
1. Name an additional
officer to approve and initiate financial transactions.
Additionally,
we plan to test our updated controls and remediate our deficiencies by December
31, 2009.
Conclusion
The above
identified material weaknesses did not result in material audit adjustments to
our 2008 financial statements. However, it is reasonably possible that, if not
remediated, one or more of the identified material weaknesses noted above, could
result in a material misstatement in our reported financial statements that
might result in a material misstatement in a future annual or interim
period.
In light
of the identified material weaknesses, management performed (1) additional
substantive review of those areas described above, and (2) performed
additional analyses, including but not limited to a detailed balance sheet and
statement of operations analytical review that compared changes from the prior
period’s financial statements and analyzed all significant differences. These
procedures were completed so management could gain assurance that the financial
statements and schedules included in this Form 10-K fairly present in all
material respects the financial position, results of operations and cash flows
for the periods presented.
Changes in Internal Control
over Financial Reporting
The
changes noted above, are the only changes during our most recently completed
fiscal quarter that have materially affected or are reasonably likely to
materially affect, our internal control over financial reporting, as defined in
Rules 13a-15(f) and 15d-15(f) under the exchange Act.
We have
had no disagreements with our accountants on accounting or financial
disclosures.
ITEM 9B.
OTHER INFORMATION
PART
III
Item
10. Directors, Executive Officers and Corporate Governance
The
following table sets forth the names, ages, and positions with IFPG
for
each of
the directors and officers of IFPG.
|
Name
|
Age
Position (1)
|
|
Kevin
J. Asher
|
32
|
|
Chairman,
CEO, CFO, Secretary, Treasurer and Director since 2008
|
|
(1) All
executive officers are elected by the Board and hold office until the next
Annual Meeting of shareholders and until their successors are elected and agree
to serve.
Effective
January 1, 2008, Kevin J. Asher was elected a director and to the following
officer positions of Concrete Casting Incorporated: President, Secretary,
Treasurer, Chief Executive Officer, Chief Financial Officer, and Chief
Accounting Officer. The election of Mr. Asher was to fill the
vacancies created by the resignation of Cordell Henrie, which took effect on
December 31, 2007.
-
29 -
Section
16(A) Beneficial Ownership Reporting Compliance
The
following persons have failed to file, on a timely basis, the identified reports
required by Section 16(a) of the Exchange Act during the most recent fiscal
year:
|
Name
and principal
position
|
Number
of
late
reports
|
Transactions
not
timely
reported
|
Known
failures to
file
a required
form
|
|
Kevin
J. Asher, CEO, CFO, Sole Director
|
0
|
0
|
0
|
Item
11. Executive Compensation
The
following table sets forth certain information as to our officers and
directors.
Summary
Compensation Table
|
Name
and principal position
|
Year
|
Salary
($)
|
Stock
Awards ($)
|
Total
($)
|
|
Kevin
J. Asher, CEO, CFO, Sole Director
|
2006
2007
2008
|
0
0
0
|
0
0
22,500
|
0
0
22,500
|
-
30 -
Item
12. Security Ownership of Certain Beneficial Owners and Management
|
Common
|
Percent
of
|
|
|
Name and Address
|
Shares
|
Class (1)
|
|
Kevin
J. Asher
|
50,000
|
0.7%
|
|
2116
E. Beautiful Lane
|
||
|
Phoenix,
Arizona 85042
|
||
|
Thomas
E. Hofer Estate
|
750,000
|
10.7%
|
|
P.O.
Box 3431
|
||
|
Carefree,
Arizona 85377
|
||
|
Jeff
W. Holmes
|
2,900,000
|
41.4%
|
|
8555
East Voltaire Ave.
|
||
|
Scottsdale,
Arizona 85260
|
||
|
All
executive officers and directors
|
50,000
|
0.7%
|
|
as
a group (one)
|
Item
13. Certain Relationships and Related Transactions
There
have been no transactions by the company within last two years where either the
company as an issuer, or a director, officer or shareholder of the company, had
an indirect or direct interest.
-
31 -
PART
IV
Item
14. Principal Accountant Fees and Services
Audit
Fees. The aggregate fees billed by our auditors for professional services
rendered in connection with the audit of our annual financial statements for the
fiscal years ended December 31, 2008 and 2007 was approximately $14,000 and
$17,400, respectively.
Audit-related
Fees. Our auditors did not bill any additional fees for assurance and related
services that are reasonably related to the performance of the audit or review
of our financial statements.
Tax Fees.
The aggregate fees billed by our auditors for professional services for tax
compliance, tax advice, and tax planning were $0 and $0 for the fiscal years
ended December 31, 2008 and 2007
All other
Fees. The aggregate fees billed by our auditors for all other non-audit
services, such as attending meetings and other miscellaneous financial
consulting, for the fiscal years ended December 31, 2008 and 2007 were $0 and $0
respectively.
Item
15. Exhibits
Exhibits
|
31.1
|
Certification
of CEO and CFO pursuant to Securities Exchange Act rules 13a-15 and
15d-15(c) as adopted pursuant to section 302 of the Sarbanes-Oxley act of
2002.
|
|
32.1
|
Certification
of CEO and CFO pursuant to 18 U.S.C. section 1350, as adopted pursuant to
section 906 of the Sarbanes-Oxley act of 2002.
|
-
32 -
SIGNATURES
In
accordance with Section 13 or 15(d) of the Exchange Act, the registrant caused
this report to be signed on its behalf by the undersigned, thereunto duly
authorized.
CONCRETE
CASTING INCORPORATED
By: /s/
Kevin J. Asher
-----------------------------------------------------
Kevin J.
Asher, Chief Executive Officer
Date:
March 25, 2009
In
accordance with the Securities Exchange Act, this report has been signed below
by the following persons on behalf of the registrant and in the capacities and
on the dates indicated.
By: /s/
Kevin J. Asher
-----------------------------------------
Kevin J.
Asher, Director and
Principal
Executive Officer
Principal
Financial Officer
-
33 -