SUMMER ENERGY HOLDINGS INC - Quarter Report: 2008 June (Form 10-Q)

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

 

 

(Mark One)

 

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

 

For the quarterly period ended JUNE 30, 2008

 

 

For the transition period from ______________________________ to ______________________________

 

 

 

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 past 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days.    

 

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.

 

 

Indicate by check mark whether the issuer is a shell company (as defined in rule 12b-2 of the Exchange Act).

 

 

APPLICABLE ONLY TO ISSUERS INVOLVED IN BANKRUPTCY

PROCEEDINGS DURING THE PRECEDING FIVE YEARS

 

Indicate by check mark whether the registrant filed all documents and reports required to be filed by Section 12, 13 or 15(d) of the Securities Exchange Act of 1934 subsequent to the distribution of securities under a plan confirmed by a court.

 

APPLICABLE ONLY TO CORPORATE ISSUERS

 

Indicate the number of shares outstanding of each of the issuer's classes of common stock, as of the latest practicable date. As of August 13, 2008, the issuer had outstanding 3,808,348 shares of common stock, par value $0.001.

 

 

 

When used in this Form 10-Q, in our filings with the Securities and Exchange Commission (“SEC”), in our press releases or other public or stockholder communications, or in oral statements made with the approval of an authorized executive officer, the words or phrases “would be,” “will allow,” “intends to,” “will likely result,” “are expected to,” “will continue,” “is anticipated,” “estimate,” “project,” or similar expressions are intended to identify “forward-looking statements” within the meaning of the Private Securities Litigation Reform Act of 1995.

 

This report contains forward-looking statements as defined in the Private Securities Litigation Reform Act of 1995. These statements reflect the Company’s views with respect to future events based upon information available to it at this time. These forward-looking statements are subject to certain uncertainties and other factors that could cause actual results to differ materially from these statements. These uncertainties and other factors include, but are not limited to the risk factors described herein under the caption “Risk Factors.” The words “anticipates,” “believes,” “estimates,” “expects,” “plans,” “projects,” “targets” and similar expressions identify forward-looking statements. Readers are cautioned not to place undue reliance on these forward-looking statements, which speak only as of the date the statement was made. The Company undertakes no obligation to publicly update or revise any forward-looking statements, whether as a result of new information, changes in assumptions, future events or otherwise.

 

PART I – FINANCIAL INFORMATION

 

Item 1. Financial Statements.

 

Castwell Precast Corporation (the “Company” or the “Issuer”), files herewith its unaudited consolidated balance sheets as of June 30, 2008 and December 31, 2007, the related unaudited consolidated statements of operations for the three and six month periods ended June 30, 2008 and 2007, and the related unaudited consolidated statements of cash flows for the six months ended June 30, 2008 and 2007. The accompanying financial statements do not include all information and notes to the financial statements necessary for a complete presentation of the financial position, results of operations and cash flows in conformity with generally accepted accounting principles. In the opinion of the Company’s management, the accompanying financial statements reflect all adjustments, all of which are normal recurring adjustments, necessary to fairly present the financial condition of the Company for the interim periods presented. The financial statements included in this report on Form 10-Q should be read in conjunction with the Company’s audited financial statements and the notes thereto included in its annual report on Form 10-KSB for the year ended December 31, 2007. Operating results for the quarter ended June 30, 2008 are not necessarily indicative of the results that may be expected for the year ending December 31, 2008.

 

 

 

CASTWELL PRECAST CORPORATION AND SUBSIDIARIES

 

 

 

 

 

 

 

 

 

 

 

 

CASTWELL PRECAST CORP. AND SUBSIDIARY

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

June 30, 2008

(Unaudited)

 

NOTE 1 - ORGANIZATION AND OPERATIONS

 

Castwell Precast Corp. (the “Company”) was incorporated in Nevada on March 25, 2005. Since inception, the Company’s purpose has been to design, develop, and market precast concrete products.

 

On March 25, 2005, the Company formed Castwell Precast, Inc. to be operated as a subsidiary of the Company. As of June 30, 2008, the Company owned 100% of the shares of issued and outstanding stock of Castwell Precast, Inc.

 

NOTE 2 - SUMMARY OF ACCOUNTING POLICIES

 

A summary of the Company's significant accounting policies applied in the preparation of the accompanying financial statements follows.

 

REVENUE RECOGNITION

 

The Company recognizes revenue upon delivery of its precast concrete products.

 

ALLOWANCE FOR DOUBTFUL ACCOUNTS

 

The allowance for doubtful accounts reflects the Company’s best estimate of probable losses inherent in the accounts receivable balance. The Company determines the allowance based on known troubled accounts, historical experience, and other currently available evidence. As of June 30, 2008, the Company had a zero balance in the allowance for doubtful accounts.

 

FAIR VALUE OF FINANCIAL INSTRUMENTS

 

The Company has determined that the book value of the Company’s financial instruments at June 30, 2008 approximates fair value.

 

USE OF ESTIMATES

 

In preparing the Company's financial statements, management is required to make estimates and assumptions that affect the reported amounts of assets and liabilities, the 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 materially differ from those estimates.

 

 

DEPRECIATION

 

The Company’s fixed assets consist mainly of machinery and equipment used to produce concrete products it uses in its operations. The Company provides for depreciation of its equipment by the straight-line method, using an estimated useful life of 7 years. Depreciation expense for the three and six month periods ended June 30, 2008 and 2007 was $3,006 and $6,012, respectively.

 

BASIC AND DILUTED EARNINGS (LOSS) PER SHARE

 

In accordance with SFAS No. 128, “Earnings per Share,” the basic earnings (loss) per common share is computed by dividing net earnings available to common stockholders by the weighted average number of common shares outstanding. Diluted earnings (loss) per common share is computed similarly to basic earnings (loss) per common share, except that the denominator is increased to include the number of additional common shares that would have been outstanding if the potential common shares had been issued and if the additional common shares were dilutive. As of June 30, 2008, the Company did not have any dilutive common stock equivalents.

 

INCOME TAXES

 

On June 30, 2008, the Company had a net operating loss available for carry

forward of $173,430. The tax benefit of approximately $59,000 from the loss carry

forward has been fully offset by a valuation reserve because the use of the future tax benefit is doubtful as the Company has been unable to establish a projection of operating profits for future years. The loss carryover will begin to expire in 2025.

 

INTERIM FINANCIAL REPORTING

 

These consolidated financial statements reflect all adjustments that, in the opinion of management, are necessary to present fairly the results of operations for the interim periods presented. All adjustments are of a normal recurring nature, unless otherwise disclosed. The Company suggests that these consolidated financial statements be read in conjunction with the consolidated financial statements and the notes thereto included in the Company’s Annual Report on Form 10-KSB for the year ended December 31, 2007.  The results of operations for the three and six month periods ended June 30, 2008 are not necessarily indicative of the results that may be expected for the year ending December 31, 2008.

 

RECENT ACCOUNTING PRONOUNCEMENTS

 

Management believes that the adoption of any new relevant accounting pronouncements will not have a material effect on the Company's results of operations or its financial position.

 

 

NOTE 3 – STOCKHOLDERS’ EQUITY

 

During 2005, the Company issued 100,000 warrants in conjunction with debt. This debt was converted to stock in December 2005, and the warrants remain outstanding as of June 30, 2008. At the time the warrants and debt were issued, the warrants were valued using the black-scholes model, and the related value was not material to the financial statement presentation.

 

The Company has authorized 10,000,000 shares of preferred stock, par value $.001, and 50,000,000 shares of common stock, par value $.001.

 

On April 4, 2008, the Company completed the sale of 1,000,000 shares of common stock offered pursuant to a registration statement on Form S-1. The offering price was $0.15 per share and the Company received gross proceeds of $150,000.

 

As of June 30, 2008 the Company had zero shares of preferred stock outstanding and 3,808,348 shares of common stock outstanding.

 

NOTE 4 – GENERAL & ADMINISTRATIVE EXPENSES

 

For the three months ended June 30, 2008, general and administrative expenses consisted of the following:

 

 

For the three months ended June 30, 2007, general and administrative expenses consist of the following:

 

 

 

 

For the six months ended June 30, 2008, general and administrative expenses consisted of the following:

 

 

For the six months ended June 30, 2007, general and administrative expenses consisted of the following:

 

 

NOTE 5 – GOING CONCERN

 

The Company incurred a net operating loss of $44,323 for the three months ended June 30, 2008 and has an accumulated deficit of $173,430 as of June 30, 2008.  These conditions raise substantial doubt about the ability of the Company to continue as a going concern.  The financial statements do not include any adjustments that might result from the outcome of these uncertainties.   

 

Management’s plans to overcome the Company’s negative cash flows from operating activities and recurring operating losses include increased marketing activity in an attempt to increase the Company’s sales of window wells in connection with remodels as opposed to new construction, an attempt to identify other sources of revenue to provide the Company with cash flow pending the recovery of the housing market, and the reduction of operating expenses.  No assurances can be given that the Company will be able to accomplish these objectives or that if achieved, they will be adequate to eliminate the Company’s operating losses.  If the Company is unable to stem its history of operating losses before its capital is exhausted, it will be required to seek additional debt or equity funding in order to continue its operations.  The Company has not entered into any agreements or arrangement with regard to the provision of such additional funding and no assurances can be given that such funding will be available to the Company.

 

 

Item 2. Management's Discussion and Analysis of Financial Condition and Results of Operations.

 

The following discussion and analysis provides information which management believes is relevant to an assessment and understanding of our consolidated results of operations and financial condition. The discussion should be read in conjunction with the consolidated financial statements and notes thereto. The following information contains forward-looking statements. (See “Forward Looking Statements.”)

 

Recent Events: Completion of Initial Public Offering

 

As described in Part II, Item 2, on April 4, 2008, Castwell Precast Corporation (the “Company,” “we, “us” or “our”) completed the sale of all 1,000,000 shares of common stock offered pursuant to its registration statement on Form S-1 (originally filed on Form SB-2) (the “Offering”). The offering price was $0.15 per share and the Company received gross proceeds of $150,000 before deducting the costs of the Offering.

 

General

 

We were incorporated on March 25, 2005 to engage in the business of manufacturing and installing precast concrete window wells. In connection with our organization, we sold 2,000,000 shares of our common stock to two officers and founding stockholders, for consideration of $74,000, consisting of $20,000 in cash and the contribution of property and equipment with an agreed upon value of $54,000. Subsequently, from May through July 2005, we sold an additional 380,000 shares to three persons for $38,000 in cash and in December 2005 we issued 428,348 shares to two creditors as payment for loans with an aggregate outstanding balance of $42,835 including principal and interest. In November 2005, we also issued a seven-year warrant to one of such creditors entitling it to purchase up to 100,000 shares of our common stock at an exercise price of $0.10 per share as additional consideration for a loan. Although we have not yet operated on a profitable basis, the cash received from such financing activities during 2005 and the proceeds from our recent public offering have been sufficient to sustain our operations through June 30, 2008.

 

Our executive offices are located at the residence of our president and treasurer for which we pay no rent. Until January 31, 2008, our operations were conducted at a leased facility consisting of approximately 4,000 square feet which we rented on a month-to-month basis for a monthly rental of $1,600, plus utilities. On February 1, 2008, we relocated our manufacturing operations to a manufacturing and warehouse facility owned by our vice president and located at 11744 South 2700 West, Riverton, Utah. We use approximately one-third of the facility on a shared basis and we pay a monthly rent of $500 plus our share of utilities.Our operations involve the manufacture, sale and installation of decorative pre-cast concrete window wells. Substantially all of such work is performed by our officers with limited marketing assistance from an independent contractor. To date, we have not operated on a profitable basis.

 

Second Quarter of 2008 Compared to Second Quarter of 2007

 

During the three months ended June 30, 2008, our revenues were $9,731 compared to revenues of $46,781 for the three month’s ended June 30, 2007, a decrease of $37,050 or 79.2%. The decrease is attributable to significantly reduced product sales during the first quarter of 2008 as result of the troubled housing market and the decrease in the construction of new homes. For the three months ended June 30, 2008, our gross profit was $2,808 or 28.8% of revenues compared to a gross profit for the three months ended June 30, 2007 of $20,542 or 43.9% of revenues, a decrease of $17,734 or 86.3%. The decrease is attributable to the significant decrease in revenues discussed above.

 

During the second quarter of 2008 our total operating expenses were $47,323 compared to operating expenses of $24,403 for the second quarter of 2007, an increase of $22,920 or 48.4%. The increase is primarily attributable to a $25,638 increase in professional and legal fees, approximately $3,500 of which was incurred in connection with the Offering, and a $3,223 increase in payroll as a result of the implementation of the post-offering salaries for our officers. The foregoing increases were offset slightly by a $3,300 decrease in rent and a $1,630 reduction in the cost of supplies as a result of lower sales.

 

 

 

During the three months ended June 30, 2008, our net loss was $44,323 compared to a net loss of $3,861 for the three months ended June 30, 2007. The increase in net loss was primarily attributable to the $17,734 reduction in gross profit and the $22,920 increase in operating expenses discussed above.

 

Six Months Ended June 30, 2008 Compared to Six Months Ended June 30, 2007

 

Second Quarter of 2008 Compared to Second Quarter of 2007

 

During the six months ended June 30, 2008, our revenues were $20,946 compared to revenues of $84,288 for the six month’s ended June 30, 2007, a decrease of $63,342 or 75.1%. The decrease is attributable to significantly reduced product sales during the first quarter of 2008 as result of the troubled housing market and the decrease in the construction of new homes. For the six months ended June 30, 2008, our gross profit was $8,234 or 39.3% of revenues compared to a gross profit for the six months ended June 30, 2007 of $39,834 or 47.3% of revenues, a decrease of $31,600 or 79.3%. The decrease is attributable to the significant decrease in revenues discussed above.

 

During the six months ended June 30, 2008 our total operating expenses were $60,774 compared to operating expenses of $47,622 for the first quarter of 2007, an increase of $13,152 or 27.6%. The increase is primarily attributable to a $25,638 increase in professional and legal fees, approximately $3,500 of which was incurred in connection with the Offering, offset mainly by a $6,220 reduction in rent expense and a $3,967 reduction in cost of supplies.

 

During the six months ended June 30, 2008, our net loss was $52,348 compared to a net loss of $7,788 for the six months ended June 30, 2007, an increase of $44,560, or 572%. The increase in net loss was primarily attributable to the $31,600 reduction in gross profit and the $13,152 increase in operating expenses discussed above.

 

Liquidity and Capital Resources

 

On a consolidated basis, as of June 30, 2008, we had current assets in the form cash and receivables in the amount of $78,284 and current liabilities of $1,033, which resulted in net working capital of $77,251. As of December 31, 2007, we had cash and receivables in the amount of $7,603 and current liabilities of $27,000, which resulted in a working capital deficit of $19,397. The $96,648 increase in our working capital from December 31, 2007 to June 30, 2008 is the result of our receipt of the net proceeds from initial public offering in April, 2008.

 

In connection with the completion of our Offering on April 4, 2008, we received gross proceeds of approximately $150,000 before deducting the costs of the Offering. We anticipate that the net proceeds from the Offering together with our revenues and our existing assets will be sufficient to permit us to continue our business plan and conduct our operations for a period of at least twelve months.

 

Our financial statements have been prepared assuming that the Company will continue as a going concern. However, for the years ended December 31, 2007, 2006 and 2005, and continuing through the quarter ended June 30, 2008, the Company has had negative cash flows from operating activities, recurring operating losses, and negative equity. The Company incurred a net operating loss of $44,323 for the three months ended June 30, 2008 and has an accumulated deficit of $173,430 as of June 30, 2008. These conditions raise substantial doubt about the ability of the Company to continue as a going concern. The financial statements do not include any adjustments that might result from the outcome of these uncertainties.

 

Management’s plans to overcome the Company’s working capital deficit, negative cash flows from operating activities and recurring operating losses include increased marketing activity in an attempt to increase the Company’s sales of window wells in connection with remodels as opposed to new construction, an attempt to identify other sources of revenue to provide the Company with cash flow pending the recovery of the housing market, and the reduction of operating expenses. No assurances can be given that the Company will be able to accomplish these objectives or that if achieved, they will be adequate to eliminate the Company’s operating losses. If the Company is unable to stem its history of operating losses before its capital is exhausted, it will be required to

 

 

seek additional debt or equity funding in order to continue its operations. The Company has not entered into any agreements or arrangement with regard to the provision of such additional funding and no assurances can be given that such funding will be available to the Company.

 

Cash Flows

 

Operating Activities

 

Net cash used by operating activities was $67,543 for the first six months of 2008 which is an increase of $65,767 from $1,776 net cash used in operating activities during the first six months of 2007. The increase is attributable to the $44,560 increase in net loss, a decrease of $25,967 in accrued expenses, and a decrease in accounts receivable of $4,760 during the six months ended June 30, 2008 as compared to the corresponding period of 2007.

 

Investing Activities

 

Net cash used by investing activities was $7,016 during the first six months of 2008 compared to net cash used by investing activities of $0 during the first six months of 2007 resulting from the purchase of equipment.

 

Financing Activities

 

Net cash from financing activities during the first six months of 2008 was $150,000 as compared to $0 for the corresponding period of 2007. The increase is due to our receipt of proceeds from our initial public offering in April 2008 in the aggregate amount of $150,000.

 

Critical Accounting Policies

 

The preparation of financial statements in conformity with accounting principles generally accepted in the United States requires our management to make assumptions, estimates and judgments that affect the amounts reported in the financial statements, including the notes thereto, and related disclosures of commitments and contingencies, if any. We consider our critical accounting policies to be those that require the more significant judgments and estimates in the preparation of financial statements, including the following:

 

Revenue Recognition

 

The Company recognizes revenue upon delivery of its precast concrete products.

 

Allowance for Doubtful Accounts

 

The allowance for doubtful accounts reflects the Company’s best estimate of probable losses inherent in the accounts receivable balance. The Company determines the allowance based on known troubled accounts, historical experience, and other currently available evidence. As of June 30, 2008, the Company had a zero balance in the allowance for doubtful accounts.

 

Depreciation

 

The Company’s fixed assets consist mainly of machinery and equipment used to produce the concrete products it uses in its operations. The Company provides for depreciation of its equipment by the straight-line method, using an estimated useful life of 7 years.

 

 

Basic and Diluted Earnings (Loss) Per Share

 

In accordance with SFAS No. 128, “Earnings per Share,” the basic earnings (loss) per common share is computed by dividing net earnings available to common stockholders by the weighted average number of common shares outstanding. Diluted earnings (loss) per common share is computed similarly to basic earnings (loss) per common share, except that the denominator is increased to include the number of additional common shares that would have been outstanding if the potential common shares had been issued and if the additional common shares were dilutive. As of June 30, 2008, the Company did not have any dilutive common stock equivalents.

Income Taxes

 

On June 30, 2008, the Company had a net operating loss available for carry forward of $173,430. The tax benefit of approximately $59,000 from the loss carry forward has been fully offset by a valuation reserve because the use of the future tax benefit is doubtful as the Company has been unable to establish a projection of operating profits for future years. The loss carryover will begin to expire in 2025.

 

Recent Accounting Pronouncements

 

Management believes that the adoption of any new relevant accounting pronouncements will not have a material effect on the Company’s results of operations or its financial position.

 

Off-Balance Sheet Arrangements

 

The Company has not entered into any off-balance sheet arrangements that have or are reasonably likely to have a current or future effect on its financial condition, changes in financial condition, revenues or expenses, results of operations, liquidity, capital expenditures, or capital resources that is material to investors.

 

Item 3. Quantitative and Qualitative Disclosures About Market Risk.

 

Not Applicable. The Company is a “smaller reporting company.”

 

Item 4T. Controls and Procedures.

 

Evaluation of Disclosure Controls and Procedures.  Under the supervision and with the participation of our management, including President, who acts as our principal executive and principal financial officer, we evaluated 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 (the “Exchange Act”)) as of the end of the period covered by this report.  Based upon that evaluation, our President concluded that our disclosure controls and procedures as of the end of the period covered by this report were effective such that the information required to be disclosed by us in reports filed under the Securities Exchange Act of 1934 is (i) recorded, processed, summarized and reported within the time periods specified in the SEC’s rules and forms and (ii) accumulated and communicated to our management, including our President, as appropriate to allow timely decisions regarding disclosure. A controls system cannot provide absolute assurance, however, that the objectives of the controls system are met, and no evaluation of controls can provide absolute assurance that all control issues and instances of fraud, if any, within a company have been detected.

 

Changes in Internal Control Over Financial Reporting. During the most recent quarter ended June 30, 2008, 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 Exchange Act) ) that has materially affected, or is reasonably likely to materially affect, our internal control over financial reporting.

 

 

Part II—OTHER INFORMATION

 

Item 1. Legal Proceedings.

 

The Company is not a party to any material pending legal proceedings and, to the best of its knowledge, its properties are not the subject of any such proceedings.

 

Item 2. Unregistered Sales of Equity Securities and Use of Proceeds.

 

The Company’s registration statement on Form S-1, SEC File No. 333-144620 (the “Registration Statement”), was ordered effective on February 6, 2008. The Company registered up to 1,000,000 shares of its common stock pursuant to the Registration Statement at an offering price of $0.15 per share for aggregate proceeds of up to $150,000. On April 4, 2008, the Company completed the sale of all 1,000,000 shares of common stock registered pursuant to the Registration Statement (the “Offering”) for gross proceeds of $150,000. The shares were offered through Jason T. Haislip, an officer and director of the Company, who did not receive any additional compensation for such activities. Mr. Haislip was registered as the Company’s “issuer agent” with the Utah Securities Division. No broker-dealer participated in the Offering and no sales commissions were paid in connection with the Offering.

 

The Company received net proceeds from the offering in the amount of $115,500 after deducting the following offering expenses:

 

 

From the effective date of the Registration Statement through June 30, 2008, the Company has utilized the net proceeds from the offering in the following amounts and for the following purposes:

 

 

___________________________________

*Indicates direct payments to officers, directors and ten percent stockholders. All other expenses involve direct payments to others.

 

The remaining portion of the net proceeds in the amount of approximately $67,800 is being held in interest bearing bank accounts.

 

Item 3. Defaults Upon Senior Securities.

 

 

 

Item 4. Submission of Matters to a Vote of Security Holders.

 

Not Applicable.

 

Item 5. Other Information.

 

Not Applicable.

 

 

The following documents are included as exhibits to this report:

 

 

 

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.

 

Castwell Precast Corporation