LIVING 3D HOLDINGS, INC. - Quarter Report: 2009 March (Form 10-Q)
UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
Washington,
D.C. 20549
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FORM
10-Q
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X
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QUARTERLY
REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF
1934
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For
the quarterly period ended: March 31, 2009
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or
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TRANSITION
REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF
1934
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For
the transition period from: _____________ to
_____________
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———————
CONCRETE CASTING
INCORPORATED
(Exact
name of registrant as specified in its charter)
———————
NEVADA
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333-102684
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87-0451230
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(State
or Other Jurisdiction
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(Commission
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(I.R.S.
Employer
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of
Incorporation)
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File
Number)
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Identification
No.)
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1225 W. Washington Street,
Suite 213, Tempe AZ 85281
(Address
of Principal Executive Office) (Zip Code)
(602)
778-7516
(Registrant’s
telephone number, including area code)
(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
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||||||||
required
to file such reports), and (2) has been subject to such filing
requirements for the past 90 days.
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X
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Yes
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No
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Indicate
by check mark whether the registrant is a large accelerated filer, an
accelerated filer, a non-accelerated filer., or a smaller reporting
company.
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Large
accelerated filer
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Accelerated
filer
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Non-accelerated
filer
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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 in
Rule 12b-2 of the Act).
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X
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Yes
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No
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The
number of shares of the issuer’s Common Stock outstanding as of April 20,
2009 is 7,012,600.
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1 -
PART
I – FINANCIAL INFORMATION
Item
1. Financial
Statements
Condensed Balance Sheets – As of March 31, 2009
(Unaudited) and December 31, 2008
Condensed
Statements of Operations (Unaudited) – Three Months Ended March 31, 2009 and
2008
Condensed
Statements of Cashflows (Unaudited) – Three Months Ended March 31, 2009 and
2008
Notes to
Condensed Financial Statements
Item
2. Management’s
Discussion and Analysis of Financial Condition and Results from
Operations
Item
3. Quantative
and Qualitative Disclosure About Market Risk
Item
4. Controls and
Procedures
PART
II – OTHER INFORMATION
Item
1. Legal
Proceedings
Item
1A. Risk
Factors
Item
2. Unregistered
Sales of Equity Securities and Use of Proceeds
Item
3. Defaults
Upon Senior Securities
Item
4. Submission
of Matters to a Vote of Security Holders
Item
5. Other
Information
Item
6. Exhibits
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2 -
PART
I – FINANCIAL INFORMATION
Item
1.
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Financial
Statements.
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CONCRETE
CASTING, INC.
(A
Development Stage Company)
CONDENSED
BALANCE SHEETS
ASSETS
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||||||||
March
31, 2009
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December
31, 2008
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|||||||
(Unaudited)
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||||||||
Current
Assets
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||||||||
Cash
and cash equivalents
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$ | 26,631 | $ | 31,155 | ||||
Total Current Assets | 26,631 | 31,155 | ||||||
Total Assets | $ | 26,631 | $ | 31,155 | ||||
LIABILITIES
AND STOCKHOLDERS' EQUITY
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||||||||
Current
Liabilities
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||||||||
Accounts
payable and accrued expenses
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$ | 5,437 | $ | 2,784 | ||||
Total Liabilities | 5,437 | 2,784 | ||||||
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 7,012,600 shares issued and outstanding,
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7,013 | 7,013 | ||||||
respectively
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Additional
paid-in capital
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491,646 | 491,646 | ||||||
Accumulated
deficit
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(477,465 | ) | (470,288 | ) | ||||
Total Stockholders' Equity | 21,194 | 28,371 | ||||||
Total Liabilities and Stockholders' Equity | $ | 26,631 | $ | 31,155 |
The
Accompanying Notes are an Integral
Part of
these Condensed Financial Statements
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3 -
CONCRETE
CASTING, INC.
(A
Development Stage Company)
CONDENSED
STATEMENTS OF OPERATIONS
(Unaudited)
For
the Three Months Ended March 31, 2009
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For
the Three Months Ended March 31, 2008
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From
the Date of Inception, October 28, 1987 through March 31,
2009
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||||||||||
(Unaudited)
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(Unaudited)
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(Unaudited)
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||||||||||
Revenues
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$ | - | $ | - | $ | - | ||||||
Cost
of Revenues
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- | - | - | |||||||||
Gross
Profit (Loss)
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- | - | - | |||||||||
General
and Administrative Expenses
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7,177 | 9,149 | 51,712 | |||||||||
Loss
from Operations
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(7,177 | ) | (9,149 | ) | (51,712 | ) | ||||||
Other
Expenses - Interest and Miscellaneous
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- | - | (18,555 | ) | ||||||||
Loss
Before Discontinued Operations
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(7,177 | ) | (9,149 | ) | (70,267 | ) | ||||||
and
Income Taxes
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||||||||||||
Discontinued
Operations and
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Income
Taxes
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||||||||||||
Loss
from discontinued operations
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- | - | (407,198 | ) | ||||||||
Loss
Before Income Taxes
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(7,177 | ) | (9,149 | ) | (477,465 | ) | ||||||
Income
Taxes
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- | - | - | |||||||||
Net
Loss
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$ | (7,177 | ) | $ | (9,149 | ) | $ | (477,465 | ) | |||
Basic
and Diluted Loss
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per
Common Share from Continued Operations
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$ | - | $ | - | ||||||||
Weighted
Average Common Shares;
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||||||||||||
basic
and diluted
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7,012,600 | 7,012,600 |
The
Accompanying Notes are an Integral
Part of
these Condensed Financial Statements
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4 -
CONCRETE
CASTING, INC.
(A
Development Stage Company)
CONDENSED
STATEMENTS OF CASH FLOWS
(Unaudited)
For
the Three Months Ended March 31, 2009
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For
the Three Months Ended March 31, 2008
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From
the date of Inception, October 28, 1987 through March 31,
2009
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||||||||||
Increase
(decrease) in cash
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||||||||||||
and
cash equivalents:
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||||||||||||
Cash
flows from operating activities:
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Net Loss | $ | (7,177 | ) | $ | (9,149 | ) | $ | (477,465 | ) | |||
Adjustments
to reconcile net loss
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||||||||||||
to
net cash provided (used) by
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||||||||||||
operating
activities:
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Loss on impairment of assets | - | - | 2,000 | |||||||||
Loss on disposal of assets | - | - | 4,785 | |||||||||
Stock issued for forgiveness of debt | - | - | 11,751 | |||||||||
Expenses paid on behalf of the Company | - | - | 47 | |||||||||
Stock issued for services | - | 5,625 | 17,100 | |||||||||
Contributed Services | - | - | 116,910 | |||||||||
Depreciation | - | - | 8,162 | |||||||||
Changes
in assets and liabilities:
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||||||||||||
(Increase) decrease in organization costs | - | - | (203 | ) | ||||||||
Increase (decrease) in accounts payable | 2,653 | (1,295 | ) | 5,437 | ||||||||
Net cash used by operating activities | (4,524 | ) | (4,819 | ) | (311,476 | ) | ||||||
Cash
flows from investing activities:
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||||||||||||
Purchase of fixed assets | - | - | (2,269 | ) | ||||||||
Purchase of leasehold improvements | - | - | (10,474 | ) | ||||||||
- | 9,857 | - | ||||||||||
Net cash used by investing activities | - | 9,857 | (12,743 | ) | ||||||||
Cash
flows from financing activities:
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Proceeds from equity issuances | - | - | 350,850 | |||||||||
Net cash provided by financing activities | - | - | 350,850 | |||||||||
Net
increase (decrease) in cash and cash equivalents
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(4,524 | ) | 5,038 | 26,631 | ||||||||
Cash
and cash equivalents at beginning of year
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31,155 | 44,372 | - | |||||||||
Cash
and cash equivalents at end of year
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$ | 26,631 | $ | 49,410 | $ | 26,631 |
The
Accompanying Notes are an Integral
Part of
these Condensed Financial Statements
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5 -
CONCRETE
CASTING, INC.
(A
Development Stage Company)
CONDENSED
STATEMENTS OF CASH FLOWS (Continued)
(Unaudited)
For
the Three Months Ended March 31, 2009
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For
the Three Months Ended March 31, 2008
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From
the date of Inception, October 28, 1987 through March 31,
2009
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Supplemental
Disclosure of Cash Flow Information:
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Cash
Paid for:
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Interest | $ | - | $ | - | $ | - | ||||||
Taxes | $ | - | $ | - | $ | - | ||||||
Non-Cash
Investing and Financing Activities
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Equity Issued for Services | $ | - | $ | 22,500 | $ | 39,600 | ||||||
Equity Issued for Assets | $ | - | $ | - | $ | 2,000 | ||||||
Contributed Services | $ | - | $ | - | $ | 94,410 |
The
Accompanying Notes are an Integral
Part of
these Condensed Financial Statements
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6 -
CONCRETE
CASTING, INC.
1. Summary of Significant Accounting
Policies and Use of Estimates:
Presentation of Interim
Information:
The
condensed financial statements included herein have been prepared by Concrete
Casting, Inc. (“we”, “us”, “our” or “Company”) without audit, pursuant to the
rules and regulations of the United States Securities and Exchange Commission
(“SEC”) and should be read in conjunction with our December 31, 2008 annual
report on Form 10-K. Certain information and footnote disclosures normally
included in financial statements prepared in accordance with accounting
principles generally accepted in the United States of America have been
condensed or omitted, as permitted by the SEC, although we believe the
disclosures, which are made, are adequate to make the information presented not
misleading. Further, the condensed financial statements reflect, in the opinion
of management, all normal recurring adjustments necessary to present fairly our
financial position at March 31, 2009, and the results of our operations and cash
flows for the periods presented. The December 31, 2008 condensed balance
sheet data was derived from audited financial statements, but does not include
all disclosures required by accounting principles generally accepted in the
United States of America.
Nature of
Corporation:
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.
Earnings per
Share:
Statement
of Financial Accounting Standards No. 128, “Earnings per Share” (“SFAS
128”) provides for the calculation of Basic and Diluted earnings per share.
Basic earnings per share includes no dilution and is computed by dividing income
available to common shareholders by the weighted average number of 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.
Three
Months Ended March 31, 2009
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Three
Months Ended March 31, 2008
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|||||||
Loss
available to common stockholders
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$ | (7,177 | ) | $ | (9,149 | ) | ||
Weighted
average number of common shares used in basic earnings per
share
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7,012,600 | 7,012,600 | ||||||
Basic
weighted average loss per share
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$ | - | $ | - |
-
7 -
CONCRETE
CASTING, INC.
NOTES
TO CONDENSED FINANCIAL STATEMENTS (Continued)
New Accounting
Pronouncements:
In
December 2007, the FASB issued SFAS No. 141 (revised 2007), “Business
Combinations,” or SFAS No. 141R, which replaces SFAS No 141. The statement
retains the purchase method of accounting for acquisitions, but requires a
number of changes, including changes in the way assets and liabilities are
recognized in the purchase accounting. It also changes the recognition of assets
acquired and liabilities assumed arising from contingencies, requires the
capitalization of in-process research and development at fair value, and
requires the expensing of acquisition-related costs as incurred. SFAS
No. 141R is effective for financial statements issued for fiscal years
beginning after December 15, 2008 and will apply prospectively to business
combinations completed on or after that date. The Company does not expect SFAS
No. 141R to have a material impact on its financial statements.
In
December 2007, the FASB issued SFAS No. 160, “Noncontrolling Interests
in Consolidated Financial Statements,” or SFAS No. 160. SFAS No. 160
clarifies that a noncontrolling or minority interest in a subsidiary is
considered an ownership interest and, accordingly, requires all entities to
report such interests in subsidiaries as equity in the consolidated financial
statements. SFAS No. 160 is effective for fiscal years beginning after
December 15, 2008. The Company does not expect SFAS No. 160 to have a
material impact on its financial statements.
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.
Assets
Held for Sale:
During
the three months ended March 31, 2008 the Company sold $9,857
of inventory that had been reclassified to assets held for
sale as of December 31, 2008. Subsequent to March 31, 2008, the
Company sold the remaining $3,274 remaining on the balance sheet as of March 31,
2008. The assets were sold for cost and no gain or loss will be
recognized as a result of the sale.
Income
Taxes:
The
Company or one of its subsidiaries files income tax returns in the U.S. federal
jurisdiction, and various states and foreign jurisdictions. 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.
The
Company adopted the provisions of FASB Interpretation No. 48, Accounting for
Uncertainty in Income Taxes, on January 1, 2007.
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8 -
CONCRETE
CASTING, INC.
NOTES
TO CONDENSED FINANCIAL STATEMENTS (Continued)
Included
in the balance at March 31, 2009 and December 31, 2008, are $0 of tax positions
for which the ultimate deductibility is highly certain but for which there is
uncertainty about the timing of such deductibility. Because of the
impact of deferred tax accounting, other than interest and penalties, the
disallowance of the shorter deductibility period would not affect the annual
effective tax rate but would accelerate the payment of cash to the taxing
authority to an earlier period.
The
Company’s policy is to recognize interest accrued related to unrecognized tax
benefits in interest expense and penalties in operating
expenses. During the three month periods ended March 31, 2009 and
2008, the Company did not recognize any interest
or penalties.
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.
2.
Common Stock Transactions:
During the quarter ended March 31,
2008, the Company issued 50,000 shares of common stock at par value as
compensation to its CEO. The Company valued the stock at its current
trading value of $.45 resulting in compensation expense of
$22,500. The Company recognized this expense prorata over the year
ended December 31, 2008. Compensation expense during the three months ended
March 31, 2008 was $5,625 related to this event with the remaining $16,875 being
recorded as prepaid compensation.
3. Related
Party Transactions:
During the quarter ended March 31,
2008, the Company issued 50,000 shares of common stock at par value as
compensation to Kevin Asher, the Company’s Sole Director and
Officer.
4.
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.
-
9 -
Item
2. Management’s
Discussion and Analysis of Financial Condition and Results of
Operations.
Results
of Operations
From
November 30, 2001, through December 31, 2007, the Company attempted to develop
products of casted concrete that could be marketed to commercial landscapers and
to end user homeowners. Development efforts were led by our then
president Cordell Henrie who had for several years been working to perfect a
concrete casting process for ornate fence posts and other concrete products that
had potential for the landscaping market. Eventually Mr. Henrie was
unable to continue his development work. The Company never
successfully brought a product to market. On December 31, 2007, the
Company abandoned is development of concrete products. Revenues
during this time from business operations were negligible.
Capital
Resources
Business
operations were initially funded by loans from shareholders which eventually
totaled in the aggregate $45,688. Then during the fiscal year ended
December 31, 2006, the Company raised $153,000 through the sale of common stock
in a public registered offering at the offering price of $0.25 per
share. During the fiscal year ended December 31, 2007, the Company
raised an additional $165,000 through the sale of common stock in a private
offering also at the offering price of $0.25 per share. It was the
proceeds of these offerings that funded our operations during these fiscal
years. The shareholder loans were also paid in full during 2007 by
using proceeds from the private offering.
The
Company has no sources of capital other than through the sale of common stock in
additional future offerings. The Company has no plans at the present
time to conduct any additional stock sales.
Quarters
ended March 31, 2009 and 2008
General
operating expenses for the quarter ended March 31, 2009, totaled $7,177 as
compared to $9,149 for the quarter ended March 31, 2008. The decrease
is due to the Company not paying any compensation to its officer. As
of January 1, 2008, our expenses have consisted almost exclusively of the
payment of professional fees necessary to maintain our corporate structure and
meet our reporting responsibilities with the United States Securities and
Exchange Commission. We anticipate that over the next nine months we
will also incur some traveling expenses as we seek out new business
opportunities for the Company.
Liquidity
As of
March 31, 2009, we had cash on hand of $26,631. This money is from
the private offering conducted in 2007 as discussed above. We project
that our operating expenses as discussed above will not exceed $10,000 per
quarter for the next three quarters. Accordingly, we do not have
sufficient liquid resources to meet the needs of the Company through the balance
of our fiscal year ended December 31, 2009. As we search for new
business opportunities we do not have the liquid resources to acquire any
business or technology by purchase. Any acquisition will have to be
made in exchange for the issuance of shares of common stock. If the
Company does not complete a transaction by the end of the fiscal year it will be
necessary to raise additional capital either through the sale of additional
equity or through existing shareholder loans.
-
10 -
Forward-Looking
Statements
We have
made forward-looking statements, within the meaning of Section 21E of the
Securities and Exchange Act of 1934, as amended, and Section 27A of the
Securities Act of 1933, as amended, in this quarterly report on Form 10-Q,
including the section entitled “Management’s Discussion and Analysis of
Financial Condition and Results of Operations” that are based on our
management’s beliefs and assumptions and on information currently available to
our management. Forward-looking statements include the information
concerning our possible or assumed search for new business opportunities and
future costs of operations. Forward-looking statements include all
statements that are not historical facts and can be identified by the use of
forward-looking terminology such as the words “believe,” “expect,” “anticipate,”
“intend,” “plan,” “estimate” or similar expressions.
Forward-looking
statements involve risks, uncertainties and assumptions. Actual
results may differ materially from those expressed in the forward-looking
statements. You should understand that many important factors could
cause our results to differ materially from those expressed in the
forward-looking statements. These factors include, without
limitation, the difficulty in locating new business opportunities, our
regulatory environment, our limited operating history, our ability to implement
our growth strategy, our ability to integrate acquired companies
and their assets and personnel into our business, our obligations to
pay professional fees, and other economic conditions and increases in corporate
maintenance and reporting costs. Unless legally required, we
undertake no obligation to update or revise any forward-looking statements,
whether as a result of new information, future events, or
otherwise.
Item
3.
|
Quantitative
and Qualitative Disclosures About Market
Risk.
|
Market
risk generally represents the risk that losses may occur in the values of
financial instruments as a result of movements in interest rates, foreign
currency exchange rates and commodity prices. We do not have foreign currency
exchange rate market risk. We do not purchase commodities. We do not
currently have any financial instruments susceptible to interest rate
fluctuations.
Item
4.
|
Controls
and Procedures.
|
An
evaluation as of the end of the period covered by this report was carried out
under the supervision and with the participation of our Chief Executive Officer
and Chief Financial Officer, of the effectiveness of the design and operation of
our disclosure controls and procedures (as defined in Rule 13a-15(e) and
15d-15(e) under the Securities Exchange Act of 1934, as amended). Disclosure
controls and procedures are defined as those controls and other procedures of an
issuer that are designed to ensure that the information required to be disclosed
by the issuer in the reports it files or submits under the Securities Exchange
Act of 1934, as amended, is recorded, processed, summarized and reported, within
the time periods specified in the United States Securities and Exchange
Commission’s rules and forms. Disclosure controls and procedures include,
without limitation, controls and procedures designed to ensure that information
required to be disclosed by an issuer in the reports that it files or submits
under the Securities Exchange Act of 1934, as amended, is accumulated and
communicated to the issuer’s management, including its principal executive
officer and principal financial officer, or persons performing similar
functions, as appropriate to allow timely decisions regarding required
disclosure. Based upon that evaluation, our Chief Executive Officer and Chief
Financial Officer concluded that those disclosure controls and procedures were
effective in providing reasonable assurance that information required to be
disclosed by us in the reports that we file or submit under the Securities
Exchange Act of 1934, as amended, is recorded, processed, summarized and
reported within the time periods specified in the United States Securities and
Exchange Commission’s rules and forms. In addition, there has been no change in
our internal control over financial reporting (as defined in Rule 13a-15(f)
and 15d-15(f) under the Securities Exchange Act of 1934, as amended) that
occurred during the period covered by this report that has materially affected,
or is reasonably likely to materially affect, our internal control over
financial reporting.
-
11 -
It
should be noted that any system of controls, however well designed and operated,
can provide only reasonable, not absolute, assurance that the objectives of the
system are met. In addition, the design of any control system is based in part
upon certain assumptions about the likelihood of future events. Because of these
and other inherent limitations of control systems, there can be no assurance
that any design will succeed in achieving its stated goals under all potential
future conditions, regardless of how remote.
PART
II – OTHER INFORMATION
Item
1.
|
Legal
Proceedings.
|
None.
Item
1A.
|
Risk
Factors.
|
The risk
factors listed in this section and other factors noted herein or incorporated by
reference could cause our actual results to differ materially from those
contained in any forward-looking statements. The following risk factors, in
addition to the information discussed elsewhere herein, should be carefully
considered in evaluating us and our business:
We are Subject to the Reporting
Requirements of Federal Securities Laws, Which Impose Additional Burdens.
We are a public reporting company and accordingly subject to the
information and reporting requirements of the Exchange Act and other federal
securities laws, including compliance with the Sarbanes-Oxley Act of 2002. As a
public company, we expect these new rules and regulations to increase our
compliance costs in the future and to make certain activities more time
consuming and costly.
We
incur costs associated with our public company reporting requirements, including
certain requirements under the Sarbanes-Oxley Act of 2002, as well as new rules
implemented by the SEC and the Financial Industry Regulatory Authority. We
expect that these rules and regulations, in particular Section 404 of the
Sarbanes-Oxley Act of 2002, to significantly increase our legal and financial
compliance costs and to make some activities more time-consuming and costly.
Like many smaller public companies, we face a significant impact from required
compliance with Section 404 of the Sarbanes-Oxley Act of 2002.
Section 404 currently requires management of public companies to evaluate
the effectiveness of internal control over financial reporting and will shortly
require our independent auditors to attest to the effectiveness of such internal
controls and the evaluation performed by management.
As
a public company, these new rules and regulations may make it more difficult and
expensive for us to obtain director and officer liability insurance in the
future, and we may be required to accept reduced policy limits and coverage or
incur substantially higher costs to obtain the same coverage. As a result, it
may be more difficult for us to attract and retain qualified persons to serve on
our board of directors or as executive officers.
If We Fail to Maintain an Effective
System of Internal Controls, We May Not be Able to Accurately Report Our
Financial Results or Prevent Fraud. As a Result, Current and Potential
Shareholders Could Lose Confidence in Our Financial Reporting, Which Could Harm
Our Business and the Trading Price of Our Stock. Effective internal
controls are necessary for us to provide reliable financial reports and
effectively prevent fraud. If we cannot provide financial reports or prevent
fraud, our business reputation and operating results could be harmed. Inferior
internal controls could also cause investors to lose confidence in our reported
financial information, which could have a negative effect on the trading price
of our stock.
Your Ownership Could be Diluted by
Future Issuances of Our Stock, Options, Warrants or Other Securities.
Your ownership in the Company may be diluted by future issuances of
capital stock or the exercise of outstanding or to be issued options, warrants
or convertible notes to purchase capital stock. In particular, we may sell
securities in the future in order to finance operations, expansions or
particular projects or expenditures.
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12 -
We Do Not Intend to Pay Dividends on
Our Common Stock. We have never declared or paid any cash dividends on
our capital stock. We currently intend to retain any future earnings and do not
expect to pay any dividends in the foreseeable future.
Dependence upon Executive Officers.
Our operations are dependent upon the continued services of our executive
officers. The loss of services of any of our executive officers, whether as a
result of death, disability or otherwise, could have a material adverse effect
upon our operations.
Item
2.
|
Unregistered
Sales of Equity Securities and Use of
Proceeds.
|
None.
Item
3.
|
Defaults
Upon Senior Securities.
|
None.
Item
4.
|
Submission
of Matters to a Vote of Security
Holders.
|
None.
Item
5.
|
Other
Information.
|
None.
Item
6.
|
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.
|
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13 -
SIGNATURES
Pursuant
to the requirements 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.
Date: May
15, 2009
|
CONCRETE
CASTING INC.
|
|
|
||
By:
|
/s/
Kevin J. Asher
|
|
Kevin
J. Asher
|
||
Director
and Principal Executive Officer
Principal
Financial Officer
Principal
Accounting Officer
|
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