SUMMER ENERGY HOLDINGS INC - Quarter Report: 2009 March (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 MARCH 31, 2009

 

 

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 has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T (232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files). The registrant has not yet been phased into the Interactive Data reporting system.

 

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 May 12, 2009, 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 March 31, 2009 and December 31, 2008, the related unaudited consolidated statements of operations for the three months ended March 31, 2009 and 2008, and the related unaudited consolidated statements of cash flows for the three months ended March 31, 2009 and 2008. 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-K for the year ended December 31, 2008. Operating results for the quarter ended March 31, 2009 are not necessarily indicative of the results that may be expected for the year ending December 31, 2009.

 

 

                                                                                                                                                                                    

                                                                                                                                          

 

 

 

 

 

 

CASTWELL PRECAST CORP. AND SUBSIDIARY

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

March 31, 2009

(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 September 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 March 31, 2009, 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 March 31, 2009 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 month periods ended March 31, 2009 and 2008 was $3,006.

 

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 March 31, 2009, the Company did not have any dilutive common stock equivalents.

 

INCOME TAXES

 

On March 31, 2009, the Company had a net operating loss available for carry

forward of $234,461. The tax benefit of approximately $80,000 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.

 

BASIS OF PRESENTATION

 

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-K for the year ended December 31, 2008.  The results of operations for the three month period ended March 31, 2009 are not necessarily indicative of the results that may be expected for the year ending December 31, 2009.

 

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 September 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 March 31, 2009 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 March 31, 2009, general and administrative expenses consisted of the following:

 

 

 

 

 

 

For the three months ended March 31, 2008, general and administrative expenses consisted of the following:

 

 

NOTE 5 – GOING CONCERN

 

The Company incurred a net operating loss of $14,718 for the three months ended March 31, 2009 and has an accumulated deficit of $234,461 as of March 31, 2009.  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 arrangements 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.”)

 

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. On April 4, 2008, we completed the sale of all 1,000,000 shares of common stock offered pursuant to a registration statement from which we received gross proceeds of $150,000 before deducting the costs of the Offering. Although we have not yet operated on a profitable basis, the cash received from such financing activities during 2005 and 2008 has been sufficient to sustain our operations through December 31, 2008 and we have not sold any additional shares of stock or borrowed any additional funds.

 

Our executive offices are located at the residence of our president and treasurer for which we pay no rent. During January 2008, we also leased an approximately 4,000 square foot manufacturing and warehouse facility located at 4131 South 420 West, Murray, Utah, on a month-to-month basis for a monthly rent of approximately $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 $400 plus our share of utilities. The base rent was previously $500 per month but was reduced in November 2008 as a result of the downturn in our business. We believe these facilities will be adequate for the operation of our business for at least the next twelve months.

 

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.

 

First Quarter of 2009 Compared to First Quarter of 2008

 

As discussed below, the housing crisis and the related drop in new residential construction have substantially reduced the demand for our products and have had a material adverse effect on our business and financial condition. If the housing crisis continues, it could further reduce our revenues, increase our losses and force us to either obtain additional debt or equity capital or to cease operations. We have not entered into any agreement or arrangement for the provision of additional debt or equity funding and no assurance can be given that such funding would be available to us on acceptable terms or at all.

 

During the three months ended March 31, 2009, our revenues were $2,620 compared to revenues of $11,215 for the three months ended March 31, 2008, a decrease of $8,595 or 76.6%. We believe the decrease is primarily attributable to reduced product sales during the first quarter of 2008 as result of the troubled housing market and the significant decrease in the construction of new homes. For the three months ended March 31, 2009, our gross profit was $967 or 36.9% of revenues compared to a gross profit for the three months ended March 31, 2008 of $5,426 or 48.4% of revenues, a decrease of $4,459 or 82.2%. The decrease is attributable to the significant decrease in revenues discussed above.

 

During the first quarter of 2009 our total operating expenses were $15,685 compared to operating expenses of $13,451 for the first quarter of 2008, an increase of $2,234. During the first quarter of 2009, reductions in payroll ($2,129), rent ($1,080), utilities ($1,044), auto ($526) and office expenses ($512) were more than offset by an increase in professional fees of $7,838.

 

During the three months ended March 31, 2009, our net loss was $14,718 compared to a net loss of $8,025 for the three months ended March 31, 2008. The increase in net loss was primarily attributable to the $4,459 reduction in gross profit discussed above.

 

Liquidity and Capital Resources

 

On a consolidated basis, as of March 31, 2009, we had current assets in the form cash and receivables in the amount of $33,698 and current liabilities of $3,736, which resulted in working capital of $29,962. As of December 31, 2008, we had cash and receivables in the amount of $43,174 and current liabilities of $1,500, which resulted in working capital of $41,674. The $11,712 decrease in our working capital from December 31, 2008 to March 31, 2009 is primarily the result of our operating loss during such period. We anticipate that our existing assets will be sufficient to permit us to continue our business plan and conduct our operations for the next six months. If the housing market does not recover within the next six months with a corresponding increase in the demand for our products and an increase in our revenue, we will require additional debt or equity funding in order to continue our operations. We have not entered into any agreement or arrangement for the provision of such funding and no assurance can be given that such funding will be available to us on acceptable terms or at all.

 

As indicated in the footnotes to our financial statements, we incurred a net operating loss of $14,718 for the three months ended March 31, 2009 and we have an accumulated deficit of $234,461 as of March 31, 2009.  These conditions raise substantial doubt about our ability to continue as a going concern.  The financial statements included with this report do not include any adjustments that might result from the outcome of these uncertainties.   

 

Cash Flows

 

Operating Activities

 

Net cash used by operating activities was $9,476 for the first three months of 2009 which is an increase of $10,972 from $1,496 net cash provided by operating activities during the first three months of 2008. The difference is primarily attributable to a $6,693 increase in our net loss, an increase in accounts receivable of $4,507 for the three months ended March 31, 2008 that was followed by a $0 increase in accounts receivable for the first three months of 2009, and an increase in accrued expenses of $2,008 for the first quarter of 2008 that was followed by a $2,236 increase in accrued expenses for the first quarter of 2009.

 

Investing Activities

 

There were no cash flows from investing activities during the three months ended March 31, 2009 or the three months ended March 31, 2008.

 

Financing Activities

 

There were no cash flows from financing activities during the three months ended March 31, 2009 or the three months ended March 31, 2008.

 

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 March 31, 2009, 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 as of March 31, 2009 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 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. Depreciation expense for each of the three month periods ended March 31, 2009 and 2008 was $3,006.

 

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 March 31, 2009, the Company did not have any dilutive common stock equivalents.

 

Income Taxes

 

On March 31, 2009, the Company had a net operating loss available for carry forward of $234,461. The tax benefit of approximately $80,000 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 our President and Treasurer, 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 as a result of the material weaknesses in our internal control over financial reporting described below, our disclosure controls and procedures as of the end of the period covered by this report were not 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. We plan to remediate such weaknesses in the manner described below.

 

Changes in Internal Control Over Financial Reporting. During the most recent quarter ended March 31, 2009, 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.

 

As provided in Item 9A(T) of our 2008 annual report on Form 10-K, in connection with an evaluation of the Company’s internal control over financial reporting as of December 31, 2008, using the COSO framework, our management, with the participation of our President and Treasurer concluded that as of December 31, 2008, the Company’s internal control over financial reporting was not effective due to the existence of material weaknesses in such internal control over financial reporting. The weaknesses identified by our President and Treasurer were (i) a lack of personnel with technical accounting expertise; (ii) ineffective controls over period end financial disclosure and reporting processes; and (iii) the Company’s principal executive and principal financial officers are the same person, which does not provide adequate segregation of duties. In an effort to remediate such material weaknesses and other deficiencies and to enhance our internal control, we plan to hire additional personnel with technical accounting expertise or engage an outside accounting firm to assist the Company in closing its books and preparing financial statements on a quarterly basis. We also plan to implement additional procedures, as resources permit, to mitigate the risks created by the lack of segregation of duties.

 

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 1A. Risk Factors.

 

See the risk factors described in Item 1A of the Company’s annual report on Form 10-K for the fiscal year ended December 31, 2008.

 

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

 

Use of Proceeds from Registered Offering

 

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 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 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 March 31, 2009, the Company has utilized the net proceeds from the offering for the purposes and in the amounts set forth below:

 

 

___________________________________

*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 $29,700 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.