aaxx8k.htm

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

FORM 8-K

CURRENT REPORT

PURSUANT TO SECTION 13 OR 15(D) OF

THE SECURITIES EXCHANGE ACT OF 1934

Date of Report (Date of earliest event reported): June 12, 2013

Cellular Concrete Technologies, Inc.

(Exact Name of Registrant as Specified in its Charter)

(Formally known as Accelerated Acquisitions XX, Inc.)


Delaware	000-54612	45-4511068

(State or Other Jurisdiction of Incorporation)	(Commission File No.)	(I.R.S. Employer Identification No.)

100 Pacifica Drive, Suite 130, Irvine, CA		92618

(Address of Principal Executive Offices)		(Zip Code)

Registrant’s telephone number, including area code: (972) 388-1973

1840 Gateway Drive, Suite 200, Foster City, CA 94404

(Former name or former address, if changed since last report)

(Address of Principal Offices)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):

o	Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

o	Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

o	Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

o	Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

TABLE OF CONTENTS

Item 1.01 Entry into a Material Definitive Agreement		3

tem 2.01 Completion of Acquisition or Disposition of Assets.		3

Item 5.06 Change in Shell Company Status		4

Item 9.01 Financial Statements and Exhibits		29

SIGNATURES		30

EXHIBIT INDEX		31

- 2 -

Item 1.01 Entry into a Material Definitive Agreement.

On July 11, 2013, Cellular Concrete Technologies, Inc. “the Company” entered into a Licensing Agreement (“Licensing Agreement”) with Cellular Concrete Technologies, LLC (“Licensor”) pursuant to which the Company was granted an, exclusive license for intellectual property as described in Patent No. US 5,900,191, Patent No. US 6,046,255; US Patent Application No. 13/560,882; US Trademark Stable Air(R); Canadian Trademark Stable Air(tm); US Trademark CCT; US Trademark CCT Add Air (R) that includes STABLE AIR® and STABLE AIR AERATOR® developed by Licensor, principally comprising of a unique intellectual property for the production of different types of cellular concrete: Structural lightweight concrete, non-structural lightweight concrete, as well as infill, backfill and flowable fill (the “Technology”). The license includes the use and licensing of the technology to produce a variety of customized lightweight concrete products for the global housing, oil, flowable fill and ready mix concrete industries.

Except for the rights granted under the License Agreement, Licensor retains all rights, title and interest to the Technology and any improvements thereto, although the License includes the Company’s right to utilize such improvements.

The term of the License commences on the date of the Licensing Agreement and continues for thirty (30) years, provided that the Licensee is not in breach or default of any of the terms or conditions contained in this Agreement. In addition to other requirements, the continuation of the License is conditioned on the Company generating net revenues in the normal course of operations or the funding by the Company of specified amounts for qualifying research, development and commercialization expenses related to the Technology. In addition, the Company is required to fund certain specified expenses related to the commercialization of the Technology as specified in the License Agreement. The license is terminated upon the occurrence of events of default specified in the License Agreement.

Item 2.01 Completion of Acquisition or Disposition of Assets.

On March 8, 2011, the Company entered into the Licensing Agreement with Licensor pursuant to which the Company was granted an exclusive, non-transferrable worldwide license for certain intellectual property, principally comprising technology, patents, intellectual property, know-how, trade secret information regarding STABLE AIR® and STABLE AIR AERATOR® concrete technologies.

The Company acquired the Technology from Cellular Concrete Technologies, LLC, a company controlled by Paul Falco an officer and director of the Company. Cellular Concrete Technologies, LLC, owns 22.350,000 shares of the Company’s outstanding common stock, representing an 88.2% ownership interest in the Company. Cellular Concrete Technologies, LLC purchased its shares in the Company on September 21, 2012. There were no other agreements between the Company and Cellular Concrete Technologies, LLC prior to the Share Purchase Agreement entered into on September 21, 2012.

Mr. Timothy Neher, the Company’s Chief Executive Officer prior to September 21, 2012, controls Accelerated Venture Partners, LLC (“AVP”), an entity which has agreed to provide financial advisory services to the Company. AVP owns 3,000,000 shares of the Company’s outstanding common stock, representing an 11.8% ownership interest in the Company (collectively, Cellular Concrete Technologies, LLC and AVP own 100% of the Company as there are no other stockholders). Up to 1,500,000 of AVP’s shares can be repurchased by the Company for $0.0001 per share under certain circumstances. AVP is entitled to receive specified cash compensation if the Company achieves certain financial milestones as outlined in the “Our Business” section below. Aside from the Cellular Concrete Technologies, LLC, Paul Falco, AVP and Mr. Neher, no other parties have an interest related to the Share Purchase Agreement or the Licensing Transaction.

- 3 -

Under the terms of the Licensing Agreement, the Company has agreed to pay the Licensor three percent (2%) of any royalties received if the Company grants any third parties royalty-bearing licenses to the Technology. In addition, the Company has agreed to pay Licensor a royalty of one quarter of three percent (3%) of all gross revenue resulting from use of the Technology by the Company. In order to retain its rights, the Company must receive revenues or net of expenses incurred in the normal course of operations, or has funded, a minimum of US $1,400,000 for "qualifying research, development and commercialization expenses" in accordance with the following schedule: (a) a minimum of US $200,000 during the period commencing from the date of execution of the Agreement by all parties ("July 11, 2013 the Execution Date") and ending on the first anniversary of the Execution Date; or (b) a minimum of US $400,000 during the period commencing upon the Execution Date and ending on the second anniversary of the Execution Date; or (c) a minimum of US $800,000 during the period commencing upon the Execution Date and ending on the third anniversary of the Execution Date. There are additional customary commercialization requirements in the Licensing Agreement, and this description is qualified by the terms of the Licensing Agreement.

Item 5.06 Change in Shell Company Status.

Prior to the Company’s entry into a unique business of providing services to produce a variety of customized lightweight concrete products for the global housing, oil, flowable fill and ready mix concrete industries through the execution of the License Agreement, the Company was a “shell company” (as such term is defined in Rule 12b-2 under the Securities Exchange Act of 1934, as amended). As a result of entering into this agreement and undertaking efforts to begin manufacturing and product distribution operations, we ceased to be a shell company.

OTHER PERTINENT INFORMATION

Unless specifically set forth to the contrary, when used herein, the terms “Accelerated Acquisitions XX, Inc.”, “Cellular Concrete Technologies, Inc.”, “CCT”, “we”, “our”, “Company” and similar terms refer to Accelerated Acquisitions XX, Inc., or Cellular Concrete Technologies, Inc., a Delaware corporation.

FORM 10 DISCLOSURE

Item 2.01(f) of Form 8-K states that if the registrant was a shell company, like our company, the registrant must disclose the information that would be required if the registrant were filing a general form for registration of securities on Form 10. Accordingly, we are providing below the information that would be included in a Form 10 if we were to file a Form 10.

CAUTIONARY STATEMENT REGARDING FORWARD-LOOKING INFORMATION

This report contains forward-looking statements. These forward-looking statements are subject to known and unknown risks, uncertainties and other factors which may cause actual results, performance or achievements to be materially different from any future results, performance or achievements expressed or implied by such forward-looking statements. These forward-looking statements were based on various factors and were derived utilizing numerous assumptions and other factors that could cause our actual results to differ materially from those in the forward-looking statements. These factors include, but are not limited to our ability to develop our operations, our ability to satisfy our obligations, our ability to consummate the acquisition of additional assets, our ability to generate revenues and pay our operating expenses, our ability to raise capital as necessary, economic, political and market conditions and fluctuations, government and industry regulation, interest rate risk, U.S. and global competition, and other factors. Most of these factors are difficult to predict accurately and are generally beyond our control. You should consider the areas of risk described in connection with any forward-looking statements that may be made herein. Readers are cautioned not to place undue reliance on these forward-looking statements and readers should carefully review this report in its entirety, including the risks described in "Risk Factors" and the risk factors described in our other filings with the Securities and Exchange Commission. Except for our ongoing obligations to disclose material information under the Federal securities laws, we undertake no obligation to release publicly any revisions to any forward-looking statements, to report events or to report the occurrence of unanticipated events. These forward-looking statements speak only as of the date of this report, and you should not rely on these statements without also considering the risks and uncertainties associated with these statements and our business.

- 4 -

OUR BUSINESS

From inception February 6, 2012, Cellular Concrete Technologies, Inc., (Formally known as Accelerated Acquisitions XX, Inc.) was organized as a vehicle to investigate and, if such investigation warrants, acquire a target company or business seeking the perceived advantages of being a publicly held corporation. Our principal business objectives were to achieve long-term growth potential through a combination with a business rather than immediate, short-term earnings. The Company has not restricted our potential candidate target companies to any specific business, industry or geographical location and, thus, may acquire any type of business.

On February 6, 2012, the Registrant sold 5,000,000 shares of Common Stock to Accelerated Venture Partners, LLC for an aggregate investment of $2,000.00. The Registrant sold these shares of Common Stock under the exemption from registration provided by Section 4(2) of the Securities Act.

On September 21, 2012, Cellular Concrete Technologies, LLC (“Purchaser”) agreed to acquire 23,350,000 shares of the Company’s common stock par value $0.0001 for a price of $0.0001 per share. At the same time, Accelerated Venture Partners, LLC agreed to tender 3,500,000 of their 5,000,000 shares of the Company’s common stock par value $0.0001 for cancellation. Following these transactions, Cellular Concrete Technologies, LLC, owned 94% of the Company’s 24,850,000, issued and outstanding shares of common stock par value $0.0001 and the interest of Accelerated Venture Partners, LLC was reduced to approximately 6% of the total issued and outstanding shares. Simultaneously with the share purchase, Paul Falco was appointed to the Company’s Board of Directors. Such action represents a change of control of the Company.

Prior to the purchase of the shares, the Purchasers were not affiliated with the Company. However, the Purchasers will be deemed affiliates of the Company after the share purchase as a result of their stock ownership interest in the Company. The purchase of the shares by the Purchasers was completed pursuant to written Subscription Agreements with the Company. The purchase was not subject to any other terms and conditions other than the sale of the shares in exchange for the cash payment. The Company filed a Certificate of Amendment to its Certificate of Incorporation with the Secretary of State of Delaware in order to change its name to “Cellular Concrete Technologies, Inc.” on January 11, 2013 and the name was formally amended on February 22, 2013.

On September 24, 2012, the Company entered into a Consulting Services Agreement with Accelerated Venture Partners LLC (“AVP”), a company controlled by Timothy J. Neher. The agreement requires AVP to provide the Company with certain advisory services that include reviewing the Company’s business plan, identifying and introducing prospective financial and business partners, and providing general business advice regarding the Company’s operations and business strategy in consideration of (a) an option granted by the Company to AVP to purchase 1,500,000 shares of the Company’s common stock at a price of $0.0001 per share (the “AVP Option”) (which was immediately exercised by the holder) subject to a repurchase option granted to the Company to repurchase the shares at a price of $0.0001 per share in the event the Company fails to complete funding as detailed in the agreement subject to the following milestones:

Milestone 1 – Company’s right of repurchase will lapse with respect to 60% of the shares upon securing

$2.5 million in available cash from funding;

Milestone 2 – Company’s right of repurchase will lapse with respect to 40% of the Shares upon securing

$5 million in available cash (inclusive of any amounts attributable to Milestone 1);

and (b) cash compensation at a rate of $12,500 per month. The payment of such compensation is subject to Company’s achievement of certain designated milestones, specifically, cash compensation of $150,000 is due consultant upon the achievement of Milestone 1, and $300,000 upon the achievement of Milestone 2. Upon achieving each Milestone, the cash compensation is to be paid to consultant in the amount then due at the rate of $12,500 per month. The total cash compensation to be received by the consultant is not to exceed $300,000 unless the Company receives an amount of funding in excess of the amount specified in Milestone 2. If the Company receives equity or debt financing that is an amount less than Milestone 1, in between any of the above Milestones or greater than the above Milestones, the cash compensation earned by the Consultant under this Agreement will be prorated according to the above Milestones. The Company also has the option to make a lump sum payment to AVP in lieu of all amounts payable thereunder.

- 5 -

Cellular Concrete Technologies, Inc. is an emerging growth company that has licensed technology to entry into a unique business of designing, manufacturing and marketing customized light-weight concrete products, light concrete aggregate panels and a “kit system” of a pre-fabricated houses or structures on a standard format or custom made basis according to customer blue prints.

TECHNOLOGY

The Company licensed a proprietary technologies, known as STABLE AIR® and STABLE AIR AERATOR® technologies, to establish a business that specializes in pre-manufactured houses, structures, as well as commercial and industrial structures. These opportunities are intended be offered through strategic joint ventures and licensing for manufacturing and or marketing agreements. The Company intends to focus first in Central and South America, followed by the USA and subsequently other countries.

OVERVIEW

The Company licensed a unique intellectual property (the Technology) for the production of a variety of light-weight concrete products. Stable Air technology is a method that will enable concrete producers to manufacture air entrained structural lightweight concrete. In a recent study by the National Ready Mixed Concrete Association (NRMCA) conducted at the Alfred H. Smith Laboratory in College Park, Maryland, compressive strength was measured in non-air entrained concrete, and compared to identical concrete mixes containing various amounts of air entrained admixtures. Linear results were recorded with a reduction in compressive strength of approximately 275 psi for every one percent of additional air content. Illustrated in the graph below, Stable Air technology maintains compressive strength where traditional air entrained concrete cannot.

- 6 -

In order to bring the technology from the R & D stage to a marketable product, official laboratory tests were conducted to confirm product results and further develop the technology. Formal studies have been performed in accordance with the American Society of Testing Materials (ASTM) guidelines by Wiss, Janney, Elstner Associated, Inc. (WJE), a national independent research and testing company in Chicago experienced in construction technology.

By comparing the results of the WJE study to empirical industry data that exists on cellular concrete, Stable Air® proved that it can produce reliable, dependable, consistent, and cost-effective structural and non-structural lightweight cellular concrete that will have several applications in the construction industry. ASTM tests have been performed to record sufficient evidence to generate a formal Specification and Usage Parameter Manual consistent with ASTM guidelines. Stable Air’s® cellular concrete technology, when compared with no-additive standard dense weight concrete and other cellular concrete, produces superior results in ASTM testing as outlined in the table set forth below:

Subsequent to the aforementioned laboratory tests, Stable Air organized industry-funded product testing and back-data research to develop specific applications. These hands-on applications by operational experts, ranging from ready mix companies and precast fabricators to architects, engineers and contractors, have provided additional qualitative data to the Company. Hand-on experience and product review by key concrete producers, combined with quantifiable scientific results, has brought Stable Air to the final stages of preparation and organization prior to commercializing its technology.

- 7 -

PRODUCTS

The Company’s primary licensed products have characteristics are intended to make them superior to both structural and non-structural concrete, whether the concrete mix relies on conventional, cellular or lightweight aggregate mix designs. Stable Air® is structural lightweight cellular concrete for use in load-bearing applications where 2,500 pounds per square inch or greater is required. Stable Air® Fill is lightweight cellular concrete for use in flowable fill, non-structural and low-structural applications where strengths under 2,500 pounds per square inch is sufficient. Stable Air® has produced favorable results in ASTM tests for industry requirements with ongoing tests taking place, and Stable Air® Fill/Stable Flow™ already meets or exceeds the requirements of Chapter 7 and the Uniform Building Code.

Stable Air technology consists of a few key integrated components which together create structural and non-structural lightweight cellular concrete with extremely favorable features. Through the combination of Stable Air® Surfactant and air inside the special mixing chamber of the Aerator machine, the Stable Air ™ Bubble is produced, containing bubbles different from the bubble in conventional lightweight cellular concrete. The Stable Air® Bubble is subsequently added to conventional concrete ingredients, creating the desired lightweight cellular concrete.

AERATOR

The Aerator is a foam producing machine that creates an extremely strong, consistent, reliable and dependable micro-bubble that when entrained into traditional concrete can reduce the pre cubic foot weight by up to 20 percent (120 pounds per cubic foot) while achieving structural strength over 3000 pounds per square inch in 24 hours, and exceeding 3500 pounds per square inch in 28 days. Other cementious mixes can be entrained to produce Controllable Low Density Materials (CLDM) up to 90 percent air that maintains design volume through cure. The Aerator is an electromechanical machine with few moving parts. The machine is designed to be easy to install and operate machine with low maintenance and repair requirements, it is intended for concrete operating personnel to easily work the Aerator with minimal training, eliminating the need for higher-paid, skilled labor. Through its four primary machine models, Stable Air® offers a system that is intended to be easy to install and require minimal modification to existing batch platforms.

With the exception of the “foaming lens”, the core proprietary mechanical technology which is intended to be manufactured in-house, the Aerator is intended to be produced under a manufacturing contract by qualified fabricators in accordance with strict specification of Stable Air. The Company’s management has focused on three guiding principles regarding the design and development of the machines:

1. The production of quality foam with accurate quantity control on a consistent and reliable basis.

2. Durable, compact and easy to use.

3. Compatible with industry specifications and standards.

- 8 -

Stable Air® Surfactant

Stable Air® Surfactant is a specially-designed, proprietary surfactant that when processed by the “foaming lens” of the Aerator is designed to form the unique Stable Air® Bubble. The surfactant is distributed in plastic containers and drums with Stable Air® Surfactant private label packaging under strict control by Stable Air.

Stable Air Bubble

The Stable Air® Bubble is a very tiny bubble, approximately four to eight times smaller than conventional cellular concrete bubbles, created by introducing the Stable Air® Surfactant through the Aerator. The Stable Air® Bubble, which is markedly different than the bubble of conventional lightweight cellular concrete, is added to conventional concrete ingredients (cement, sand, aggregate and water) at the time of initial mixing. Applying Stable Air’s standardized mixing and handling protocol, the Stable Air® Bubble is a very resilient, unique bubble which does not break, allowing for an unparalleled usage parameter for concrete products. Representing a major technical world’s first mechanical super plasticizer, it al-lows water/cement ratios to be maximized without the addition of chemicals.

DESIGN & MIXING PROTOCOL COMPUTER PROGRAM

Despite the fact that the Stable Air® Bubble is extremely resistant against pressure, there are mixing and handling conditions that should be considered to optimize the result of Stable Air® technology. For ex-ample, excess free–fall and vibration can eventually deteriorate the Stable Air® bubble and ultimately reduce the volume and increase the density and weight of the finished concrete product. Another factor that may require special attention when designing and mixing concrete ingredients includes extremes in batch temperatures. A simple, but detailed, step-by-step handling protocol will be provided to licensed users in a format of a Standard Mixing and Handling Protocol and Specification and Usage Parameter Manual reflecting ASTM guidelines.

Despite the unique proprietary inherent in both the Aerator™ and the Stable Air® surfactant, as well as the Standardized Mixing and Handling Protocol, the results generated by the Stable Air® Bubble in finished concrete products is what the Company plans to deliver to the industry.

In fact, Stable Air® allows production of a special class of lightweight cellular concrete that is entirely new, so unusual, that the two primary concrete styles have been given proprietary names.

Stable Air’s® Proprietary Concrete Products

· Stable Air® Structural lightweight concrete made with Stable Air® foam

· Stable Flow™ Non-structural lightweight concrete made with Stable Air® foam

Stable Air® and Stable Air® Fill are intended to be superior concrete products to both conventional concrete and what is known in the construction industry as lightweight aggregate concrete and lightweight cellular concrete. Conventional concrete, weighing approximately 150 pounds per cubic foot, is expensive to produce, transport and handle. Nevertheless, the combination of heavy ingredients and density of material are often necessary to maintain compressive strength requirements. Compared to conventional concrete, Stable Air® and Stable Flow™ are designed to offer the following specific advantages:

Air content and weight can be predictably and accurately specified and controlled.

Architects and engineers can design lighter structures that are costly which have a direct effect on cost reduction of other building components.

Fire resistance is greatly improved; hence code requirements can be met or exceeded with less thickness further reducing cost and mass.

Makes seismic code compliance less costly

Cuts costs related to freight and handling of all concrete products with major impact in precast concrete, concrete pipe and concrete block.

- 9 -

Reduced water permeability greatly reduces damage from freezing and thawing.

Thermal conductivity and sound absorption is improved.

Workability, flowability and pump ability is greatly improved.

Millions of tiny Stable Air® Bubbles migrate throughout the concrete mix acting like roller bearings, or a super plasticizer, turning exceedingly low-slump concrete into flowable concrete.

Stable Air® Bubbles migrate into all the gradation voids and spaces in the concrete mix improving the graduation of aggregate, particularly deficiencies in sand.

(Stable Air® (Flowable) Fill and Stable Flow™ are used interchangeably throughout this document).

COMPARATIVE STRENGTH ANALYSIS

The principal problem with cellular concrete, as the industry knows, is the significant loss of strength and the unpredictable loss of air content because bubbles tend to break in the processes of mixing, transporting, placing and finishing. Stable Air technology has greatly reduced this limitation. In addition to the advantages Stable Air® and Stable Air® Fill offer over conventional concrete, Stable Air’s technology is far superior to today’s cellular products as a result of these three primary factors:

Ability to pre-design and achieve specific compressive strength targets.

Capacity to produce structural lightweight concrete, consistently and accurately.

Competence to maintain total volume during curing.

Reducing the weight in concrete below that of conventional concrete; results in a tremendous opportunity for cost savings particularly during handling and transportation. Consequently, concrete manufacturers today use lightweight aggregates and fillers in place of conventional aggregates, despite a substantial increase in cost, in order to reduce weight and maintain some of the relative compressive strength not achievable through traditional cellular concrete. However, lightweight aggregate materials are not available in many geographical markets and often produce concrete lower in compressive strength than conventional concrete. As a result, Stable Air can successfully outperform aggregate concrete.

Stable Air® and Stable Air® Fill are designed to have characteristics that make them superior to both structural and non-structural concrete, whether the competitive concrete mix relies on conventional, cellular or lightweight aggregate mix designs. Stable Air® is structural lightweight cellular concrete for use in load-bearing applications where 3000 pounds per square inch or greater is required. Stable Air® Fill is lightweight cellular concrete for use in flowable fill, non-structural and low-structural applications where strengths under 2500 pounds per square inch is sufficient. Both concrete types are designed to be produced by entraining traditional concrete with the Stable Air® Bubble, a strong, durable, reliable, dependable, cost-effective micro-bubble. Stable Air® has produced favorable results in ASTM tests for industry requirements with ongoing tests taking place, and Stable Air® Fill already meets or exceeds the requirements of Chapter 7 of the Uniform Building Code. As the chart evidences, Stable Air’s technology combines the attractive of traditional cellular and lightweight aggregate products with the compressive strength of conventional concrete.

- 10 -

SERVICES & SUPPORT

Stable Air’s technology is intended to be simple to install and easy to use by today’s concrete producers that very little maintenance and support is required. Manufacturing Stable Air® structural concrete and Stable Air® Fill is designed to follow the same procedures and utilizes the same techniques used in the industry. In order to achieve maximum benefits from the technology and ensure a complete quality experience, the company intends to offer on-site technical support as well as a telephone help center to its licensed concrete manufacturers. Stable Air service technicians will custom install, test and fine tune the system for each customer site and educate user personnel on Stable Air technology and the most favorable operating procedures. The formal Specification and Usage Parameter Manual, consistent with established guidelines and the standardized mixing and handling protocol will be provided to assure product quality.

BUSINESS MODEL

The Company will explore various strategic and financing alternatives. Rather than offer this technology to chemical suppliers who in turn, will market a product to the concrete industry, the company has decided to offer this industry developed technology directly to concrete industry participants.

Under a normal equipment sales agreement, the Aerator will be sold to qualified concrete manufacturers, enabling them to make Stable Air’s lightweight cellular concrete products. A maintenance and service agreement will also be offered to Stable Air customers, once the warranty period has expired.

The Aerator sales agreement requires that only Stable Air® Surfactant be used to produce Stable Air® structural concrete and Stable Air® Fill. In order to provide continuous support to its customers, Stable Air foresees regular batch testing by concrete producers with results being collected and analyzed by Stable Air. The table below outlines general terms and preliminary pricing policies.

PRODUCT MARKETS

The Company will initially focus on four main prospective markets: (1) global housing, (2) oil drilling and (3) flowable fill markets (4) U.S. and global Ready Mix market.

- 11 -

1. GLOBAL HOUSING

The world population continues to grow, by approximately 150 million new persons each year, and many developing nations have a critical need to house as many of their residents as possible in lower cost, easy to construct housing structures without adding stress to their limited energy and other infrastructure. Thus, these new homes must be highly insulative, energy-efficient environmentally/eco-friendly and disaster resistant. The licensed technology and products meet these criteria.

Since winning two First Place Industry Prizes at the 2012 World of Concrete Trade Show (January 2012) in Las Vegas, NV, the licensor has had many requests for new housing tracts, ranging from 5,000, 10,000 (Tanzania), 20,000 (Venezuela), 100,000+ (Guatemala and Ecuador) and up to one million new homes for the rebuilding of Iraq (in addition to many new schools). The Company intends to begin biding on these projects that are pre-cast concrete factories and other home-building systems.

By using steel, rebar or other structural supports to meet engineering standards and filling in the walls with very lightweight, insulative Stable Fill™-type materials, we intend to deliver strong, safe homes that are assembled quickly and inexpensively that use little additional energy to heat and cool.

Estimate of Annual Global New Housing Starts Needed

2. THE OIL INDUSTRY

There are elements of the integrated oil business internationally that may lends itself to consumption of the Company’s products. We highlight those that Management believes have the greatest potential for CCT:

a) Cementing Oil Wells

b) Laying down Inexpensive Roads to groups of Oil Wells

c) Developing quick, inexpensive housing and infrastructure for Oil Discovery areas

3. FLOWABLE FILL AND OTHER MARKETS

The Global Flowable Fill market is estimated to be $4-5 billion per year in total revenues, based on publicly-available corporate revenues for flowable fill contractors. The Company’s design mix is unique in that it does not use river-bottom “washed concrete” sand – a major factor in cost and environmental strain. The product uses water and cement, and adds to that about 76% (by volume) Stable Air® foam, to make a strong-bubble mix that doesn’t collapse, hence the Non-Collapsing Fully-Excavatable4 Flowable Fill.

- 12 -

4. THE READY MIX CONCRETE INDUSTRY

The global Ready Mix Concrete market, while huge, was seriously hurt by the sub-prime crisis both in this country, and also overseas. The five years preceding 2008 saw a tremendous amount of global ready mix concrete mergers and acquisitions – and many large firms took on too much debt in these transactions. Therefore, with significantly decreased revenues and heavy interest payments and debt loads, they have been focused on “staying alive”, managing cash flows and selling assets to pay down debt. The Company has found many ready-mix firms not yet ready to add, for example, flowable fill capabilities to their present revenues and are not yet ready to consider additional investment to enter new markets. The global Ready-Mix Concrete market is still a large and valid market.

Ready Mix

As the ready mix industry becomes accustomed to the Company’s “performance concrete”, increased importance will be placed on the use of air entrained concrete. While the benefits of air entrainment have been discussed, the industry has not yet been able to overcome the inherent compressive strength problem associated with air entrained concrete.

Precast

Consuming more than 3.8 million equivalent cubic yards of concrete during 1997, precast and pre-stressed concrete products represent a relatively small share of the total concrete market. (It should be noted that while this industry typically sells product by the linear foot or square foot, we have converted all units of measure to equivalent cubic yards.) However, due to the expanding application of lightweight pre-stressed and precast products in structural construction, higher compressive strengths are required. While the issue of compressive strength alone emphasizes the attractiveness of Stable Air technology to precast/pre-stressed producers, early results indicate that Stable Air technology could yield significant cost savings in this sector, particularly as it relates to handling and transportation of product. Stable Air can expect to capture a greater portion of the total precast/pre-stressed market than that of the ready mix market, rendering it an important segment to the company.

Concrete Block

The segment for concrete block products represents a large and potentially significant market to Stable Air as block producers may be able to realize tremendous benefits from our lightweight cellular concrete technology. During 2007, the sector produced block products representing approximately 7.2 million equivalent cubic yards of concrete mix. In contrast to precast/pre-stressed concrete, block producers typically utilize non-structural concrete mix designs. As a result of handling and transportation efficiencies derived from using lightweight concrete block, many of the nation’s block producers have already made substantial investment in aggregates. Since lightweight aggregates typically cost substantially more than that of conventional aggregates, Stable Air technology should allow block producers to manufacture lightweight concrete block at similar cost as producing standard weight concrete block.

SUMMARY

In summary, the U.S. concrete industry represents a large portion of the nation’s gross domestic product, and is comprised of a large number of relatively small producers – but with a few very large typically multi-national producers. As a commodity product, concrete is price sensitive and producers generally compete for market share on the local level. Strategic location, raw material sourcing, vertical integration and capitalization typically dictate a producer’s competitive strength within its relevant market. Stable Air’s technology are intended to provide each concrete producer with the ability to lower its production cost while providing higher quality product which ultimately will provide a competitive advantage. Internationally, the concrete industry represents a steadily growing global industry as the world’s population moves towards doubling – and the demand for low-cost, energy-efficient (thus, heavily concrete-oriented structures) housing continues unabated.

In general, the lower-end of the market – the home improvement, do-it-yourselfer (DIY) and small contractor segment represents a tremendous, untapped, new virgin territory: where the patented product with the “first-mover” advantage can take 70-80% permanent market share in this retail marketplace.

- 13 -

THE PROPRIETARY TECHNOLOGY

The licensor has proprietary technology for the STABLE AIR® and STABLE AIR AERATOR® that has been patented. Design documents for the proprietary foaming system, having been previously filed with the United States Patent Office, the Company now benefits from the “Method” May 4, 1999, Patent # 5,900,191 and a second Patent that was issued April 4, 2000, Patent # 6,046,255 for the “Mechanical” portion of the machine.

In addition, a US Patent Application No. 13/560,882 has been filed, as well as several Trademarks have been filed and will be filed (see Exhibit A “Licensed Assets” listed in Exhibit 10.1 “Licensing Agreement”, below).

COMPETITION

There are numerous American and international building material suppliers. We believe the factors affecting the decision of choosing building materials would be the area, the availability of the building material, the available of craftsmanship, local labor cost, import taxes, and local financing acceptance.

GOVERNMENT REGULATIONS

Portions of our business are heavily regulated by federal, state and local environmental regulations, including those promulgated under the Environmental Protection Agency. These federal, state and local environmental laws and regulations govern the discharge of hazardous materials into the air and water, as well as the handling, storage, and disposal of hazardous materials and the remediation of contaminated sites. Our businesses may involve working around and with volatile, toxic and hazardous substances and other regulated substances. We are not aware of any federal, state or local environmental laws or regulations that will materially affect our earnings or competitive position, or result in material capital expenditures; however, we cannot predict the effect on our operations of possible future environmental legislation or regulations. Further, every county or city that we will operate in will have a building code that must be followed which includes special requirements for earthquakes, hurricanes or tornados.

EMPLOYEES

We currently have 5 employees who are full-time. None of our employees are represented by a labor union and we consider our relationships with our employees to be good.

RISK FACTORS

Before you invest in our securities, you should be aware that there are various risks. You should consider carefully these risk factors, together with all of the other information included in this annual report before you decide to purchase our securities. If any of the following risks and uncertainties develop into actual events, our business, financial condition or results of operations could be materially adversely affected.

- 14 -

Our independent auditors have expressed substantial doubt about our ability to continue as a going concern, which may hinder our ability to continue as a going concern and our ability to obtain future financing.

In their report dated March 31, 2013, our independent auditors stated that our financial statements for the period from inception February 6, 2012 through March 31, 2013 were prepared assuming that we would continue as a going concern. Our ability to continue as a going concern is an issue raised as a result of recurring losses from operations and cash flow deficiencies since our inception. We continue to experience net losses. Our ability to continue as a going concern is subject to our ability to generate a profit and/or obtain necessary funding from outside sources, including obtaining additional funding from the sale of our securities, increasing sales or obtaining loans and grants from various financial institutions where possible. If we are unable to continue as a going concern, you may lose your entire investment.

We were formed in February, 2012 and have a limited operating history and, accordingly, you will not have any basis on which to evaluate our ability to achieve our business objectives.

We are a development stage company with limited operating results to date. Since we do not have an established operating history or regular sales yet, you will have no basis upon which to evaluate our ability to achieve our business objectives.

The absence of any significant operating history for us makes forecasting our revenue and expenses difficult, and we may be unable to adjust our spending in a timely manner to compensate for unexpected revenue shortfalls or unexpected expenses.

As a result of the absence of any operating history for us, it is difficult to accurately forecast our future revenue. In addition, we have limited meaningful historical financial data upon which to base planned operating expenses. Current and future expense levels are based on our operating plans and estimates of future revenue. Revenue and operating results are difficult to forecast because they generally depend on our ability to promote and sell our services. As a result, we may be unable to adjust our spending in a timely manner to compensate for any unexpected revenue shortfall, which would result in further substantial losses. We may also be unable to expand our operations in a timely manner to adequately meet demand to the extent it exceeds expectations.

We are an “emerging growth company” and we cannot be certain if the reduced disclosure requirements applicable to emerging growth companies will make our common stock less attractive to investors.

We are an “emerging growth company,” as defined in the Jumpstart our Business Startups Act of 2012, and we may take advantage of certain exemptions from various reporting requirements that are applicable to other public companies, including, but not limited to, not being required to comply with the auditor attestation requirements of Section 404 of the Sarbanes-Oxley Act, reduced disclosure obligations regarding executive compensation in our periodic reports and proxy statements, and exemptions from the requirements of holding a nonbinding advisory vote on executive compensation and shareholder approval of any golden parachute payments not previously approved. We cannot predict if investors will find our common stock less attractive because we will rely on these exemptions. If some investors find our common stock less attractive as a result, there may be a less active trading market for our common stock and our stock price may be more volatile.

Implications of being an Emerging Growth Company

As a company with less than $1 billion in revenue during our last fiscal year, we qualify as an “emerging growth company” as defined in the Jumpstart Our Business Startups Act of 2012, or the JOBS Act. As an emerging growth company, we may take advantage of specified reduced disclosure and other requirements that are otherwise applicable generally to public companies. These provisions include:

·	Only two years of audited financial statements in addition to any required unaudited interim financial statements with correspondingly reduced “Management's Discussion and Analysis of Financial Condition and Results of Operations” disclosure.

- 15 -

·	Reduced disclosure about our executive compensation arrangements.

·	Not having to obtain non-binding advisory votes on executive compensation or golden parachute arrangements.

·	Exemption from the auditor attestation requirement in the assessment of our internal control over financial reporting.

We may take advantage of these exemptions for up to five years or such earlier time that we are no longer an emerging growth company. We would cease to be an emerging growth company if we have more than $1 billion in annual revenue, we have more than $700 million in market value of our stock held by non-affiliates, or we issue more than $1 billion of non-convertible debt over a three-year period. We may choose to take advantage of some but not all of these reduced burdens. We have not taken advantage of these reduced reporting burdens in our SEC filings and, therefore, we will be subject to the same new or revised accounting standards as other public companies that are not “emerging growth companies.”

Under the Jumpstart Our Business Startups Act, “emerging growth companies” can delay adopting new or revised accounting standards until such time as those standards apply to private companies. We have irrevocably elected not to avail ourselves to this exemption from new or revised accounting standards and, therefore, we will be subject to the same new or revised accounting standards as other public companies that are not “emerging growth companies.”

Our limited operating history does not afford investors a sufficient history on which to base an investment decision.

We are currently in the early stages of developing our business. There can be no assurance that at this time that we will operate profitably or that we will have adequate working capital to meet our obligations as they become due.

Investors must consider the risks and difficulties frequently encountered by early stage companies, particularly in rapidly evolving markets. Such risks include the following:

	●	Competition
	●	ability to anticipate and adapt to a competitive market;
	●	ability to effectively manage expanding operations; amount and timing of operating costs and capital expenditures relating to expansion of our business, operations, and infrastructure; and
	●	dependence upon key personnel to market and sell our services and the loss of one of our key managers may adversely affect the marketing of our services.

We cannot be certain that our business strategy will be successful or that we will successfully address these risks. In the event that we do not successfully address these risks, our business, prospects, financial condition, and results of operations could be materially and adversely affected and we may not have the resources to continue or expand our business operations.

We are a development stage company and are substantially dependent on a third party

The Company is a development stage Company and is currently substantially dependent upon technology licensed from Cellular Concrete Technologies, LLC. Moreover, since demand for custom building materials has not, to the Company’s knowledge, been effectively addressed by others on a global basis, Management believes, but cannot assure, that it has an opportunity and both the capability and experience to be successful in its endeavor to generate savings for purchasers of custom building materials in its target markets.

- 16 -

We have no profitable operating history and May Never Achieve Profitability

From inception (February 6, 2012) through March 31, 2013, the Company has an accumulated deficiency during the development stage of $10,566 notwithstanding the fact that the principals of the Company have worked without salary and the Company has operated with minimal overhead. We are an early stage company and have a limited history of operations and have not generated revenues from operations since our inception. We are faced with all of the risks associated with a company in the early stages of development. Our business is subject to numerous risks associated with a relatively new, low-capitalized company engaged in our business sector. Such risks include, but are not limited to, competition from well-established and well-capitalized companies, and unanticipated difficulties regarding the marketing and sale of our services. There can be no assurance that we will ever generate significant commercial sales or achieve profitability. Should this be the case, our common stock could become worthless and investors in our common stock or other securities could lose their entire investment.

We have a need to raise additional capital

The Company will require significant additional financing in order to meet the milestones and requirements of its Business Plan and avoid discontinuation of the License. Funding would be required for staffing, marketing, public relations and the necessary research precedent to expanding the scope of its offering to include the global market. The Company intends to seek an aggregate of $5,000,000 in 2013 and 2014; however there is no guarantee that the Company will be able to raise this or any amount of additional capital and a failure to do so would have a significant adverse effect on the Company’s ability, or would cause significant delays in its ability to address the market for purchases of building materials and homes by commercial enterprises and achieve its Business Plan. Notwithstanding, the License is not subject to immediate discontinuation if the initial milestone of net revenues in excess of expenses in the normal course of operations or receive funding of at least $200,000 by July 11, 2014, at least $400,000 by July 11, 2015 and $800,000 by July 11. 2016 is not achieved. Neither the Company nor any of its advisors or consultants has significant experience in raising funds similar to the $5,000,000 estimated to be required.

The Company’s Management and its advisors lack meaningful experience in the marketing of the Licensed building material products

In view of the fact that the marketing of the Company’s licensed building material products is a new business and there are no known comparable models in the market, the Company lacks the specific experience to implement its business plan. While the Company will seek to obtain resources which will support its marketing activities, there is no assurance that this lack of experience will not negatively affect the Company’s implementation of its business plan and prospects for growth and ultimate success.

Dependence on our Management, without whose services Company business operations could cease.

At this time, our management is wholly responsible for the development and execution of our business plan. Our management is under no contractual obligation to remain employed by us, although they have no present intent to leave. If our management should choose to leave us for any reason before we have hired additional personnel our operations may fail. Even if we are able to find additional personnel, it is uncertain whether we could find qualified management who could develop our business along the lines described herein or would be willing to work for compensation the Company could afford. Without such management, the Company could be forced to cease operations and investors in our common stock or other securities could lose their entire investment.

Our officers and directors devote limited time to the Company’s business and are engaged in other business activities

At this time, one officers and directors devotes their full-time attention to the Company’s business. Based upon the growth of the business, we would intend to employ additional management and staff. The limited time devoted to the Company’s business could adversely affect the Company’s business operations and prospects for the future. Without full-time devoted management, the Company could be forced to cease operations and investors in our common stock or other securities could lose their entire investment.

- 17 -

Conflicts of interest between the company and its officer and directors may impede the operational ability of the company.

Our officer Paul Falco is also the CEO of Cellular Concrete Technologies, LLC, who is the other parties of the Company’s Licensing Agreement. There is a conflict of interest when he needs to address disputes between the parties, decide whether a waiver or an amendment to the agreement is appropriate, or decide whether to exercise termination rights. The outcome of these decisions may not be in favor of the Company and could lead to the termination of the agreement. Additionally, if our officer and director's other business affairs requires him to devote more substantial amounts of time to such affairs, it could limit his ability to devote time to our affairs and could have a negative impact on our ability to commence operations

Mr. Timothy Neher, the Company’s Chief Executive Officer prior to September 21, 2012 and director of Company controls Accelerated Venture Partners, LLC (“AVP”), an entity which has agreed to provide financial advisory services to the Company. AVP owns 3,000,000 shares of the Company’s outstanding common stock, representing a 11.39% ownership interest in the Company. Up to 1,500,000 of AVP’s shares (5% of the Company) can be repurchased by the Company for $0.0001 per share under certain circumstances. AVP is entitled to receive specified cash compensation if the Company achieves certain financial milestones as outlined in the “Our Business” section above.

Concentrated control risks; shareholders could be unable to control or influence key corporate actions or effect changes in the Company’s board of directors or management.

Currently, the Company has two shareholders that own 100% of our outstanding shares, Cellular Concrete Technologies, LLC currently own 23,350,000 shares of our common stock, representing approximately 88,61% of the voting control of the Company. Accelerated Venture Partners LLC currently own 3,000,000 shares of our common stock, representing approximately 11.39% voting control of the Company. Our current shareholders therefore have the power to make all major decisions regarding our affairs, including decisions regarding whether or not to issue stock and for what consideration, whether or not to sell all or substantially all of our assets and for what consideration and whether or not to authorize more stock for issuance or otherwise amend our charter or bylaws.

Lack of additional working capital may cause curtailment of any expansion plans while raising of capital through sale of equity securities would dilute existing shareholders’ percentage of ownership

Our available capital resources will not be adequate to fund our working capital requirements based upon our present level of operations for the 12-month period subsequent to March 31, 2013. A shortage of capital would affect our ability to fund our working capital requirements. If we require additional capital, funds may not be available on acceptable terms, if at all. In addition, if we raise additional capital through the sale of equity or convertible debt securities, the issuance of these securities could dilute existing shareholders. If funds are not available, we could be placed in the position of having to cease all operations.

We do not presently have a traditional credit facility with a financial institution. This absence may adversely affect our operations

We do not presently have a traditional credit facility with a financial institution. The absence of a traditional credit facility with a financial institution could adversely impact our operations. If adequate funds are not otherwise available, we may be required to delay, scale back or eliminate portions of our operations and product development efforts. Without such credit facilities, the Company could be forced to cease operations and investors in our common stock or other securities could lose their entire investment.

Our inability to successfully achieve a critical mass of sales could adversely affect our financial condition

No assurance can be given that we will be able to successfully achieve a critical mass of sales in order to cover our operating expenses and achieve sustainable profitability. Without such critical mass of sales, the Company could be forced to cease operations.

- 18 -

Our success is substantially dependent on general economic conditions and business trends, particularly in the natural products, a downturn of which could adversely affect our operations.

The success of our operations depends to a significant extent upon a number of factors relating to business spending. These factors include economic conditions, activity in the financial markets, general business conditions, personnel cost, inflation, interest rates and taxation. Our business is affected by the general condition and economic stability of our customers and their continued willingness to work with us in the future. An overall decline in the demand for building services could cause a reduction in our sales and the Company could face a situation where it never achieves a critical mass of sales and thereby be forced to cease operations.

Changes in generally accepted accounting principles could have an adverse effect on our business financial condition, cash flows, revenue and results of operations

We are subject to changes in and interpretations of financial accounting matters that govern the measurement of our performance. Based on our reading and interpretations of relevant guidance, principles or concepts issued by, among other authorities, the American Institute of Certified Public Accountants, the Financial Accounting Standards Board, and the United States Securities and Exchange Commission, our management believes that our current contract terms and business arrangements have been properly reported. However, there continue to be issued interpretations and guidance for applying the relevant standards to a wide range of contract terms and business arrangements that are prevalent in the industries in which we operate. Future interpretations or changes by the regulators of existing accounting standards or changes in our business practices could result in future changes in our revenue recognition and/or other accounting policies and practices that could have a material adverse effect on our business, financial condition, cash flows, revenue and results of operations.

We will need to increase the size of our organization, and may experience difficulties in managing growth.

We are a small company with 5 full-time employees. We expect to experience a period of significant expansion in headcount, facilities, infrastructure and overhead and anticipate that further expansion will be required to address potential growth and market opportunities. Future growth will impose significant added responsibilities on members of management, including the need to identify, recruit, maintain and integrate managers. Our future financial performance and its ability to compete effectively will depend, in part, on its ability to manage any future growth effectively.

We are subject to compliance with securities law, which exposes us to potential liabilities, including potential rescission rights.

We have offered and sold our common stock to investors pursuant to certain exemptions from the registration requirements of the Securities Act of 1933, as well as those of various state securities laws. The basis for relying on such exemptions is factual; that is, the applicability of such exemptions depends upon our conduct and that of those persons contacting prospective investors and making the offering. We have not received a legal opinion to the effect that any of our prior offerings were exempt from registration under any federal or state law. Instead, we have relied upon the operative facts as the basis for such exemptions, including information provided by investors themselves.

If any prior offering did not qualify for such exemption, an investor would have the right to rescind its purchase of the securities if it so desired. It is possible that if an investor should seek rescission, such investor would succeed. A similar situation prevails under state law in those states where the securities may be offered without registration in reliance on the partial preemption from the registration or qualification provisions of such state statutes under the National Securities Markets Improvement Act of 1996. If investors were successful in seeking rescission, we would face severe financial demands that could adversely affect our business and operations. Additionally, if we did not in fact qualify for the exemptions upon which it has relied, we may become subject to significant fines and penalties imposed by the SEC and state securities agencies.

We incur costs associated with SEC reporting compliance.

The Company made the decision to become an SEC “reporting company” in order to comply with applicable laws and regulations. We incur certain costs of compliance with applicable SEC reporting rules and regulations including, but not limited to attorneys fees, accounting and auditing fees, other professional fees, financial printing costs and Sarbanes-Oxley compliance costs in an amount estimated at approximately $25,000 per year. On balance, the Company determined that the incurrence of such costs and expenses was preferable to the Company being in a position where it had very limited access to additional capital funding.

- 19 -

The availability of a large number of authorized but unissued shares of common stock may, upon their issuance, lead to dilution of existing stockholders.

We are authorized to issue 100,000,000 shares of common stock, $0.0001 par value per share, of which, as of July 12 2013, 26,350,000 shares of common stock were issued and outstanding. We are also authorized to issue 10,000,000 shares of preferred stock, $0.0001 par value, none of which are issued and outstanding. These shares may be issued by our board of directors without further stockholder approval. The issuance of large numbers of shares, possibly at below prior investment valuations, is likely to result in substantial dilution to the interests of other stockholders. In addition, issuances of large numbers of shares may adversely affect the value of our common stock.

We may need additional capital that could dilute the ownership interest of investors.

We require substantial working capital to fund our business. If we raise additional funds through the issuance of equity, equity-related or convertible debt securities, these securities may have rights, preferences or privileges senior to those of the rights of holders of our common stock and they may experience additional dilution. We cannot predict whether additional financing will be available to us on favorable terms when required, or at all. Since our inception, we have experienced negative cash flow from operations and expect to experience significant negative cash flow from operations in the future. The issuance of additional common stock by the Company may have the effect of further diluting the proportionate equity interest and voting power of holders of our common stock.

We may not have adequate internal accounting controls. While we have certain internal procedures in our budgeting, forecasting and in the management and allocation of funds, our internal controls may not be adequate.

We are constantly striving to improve our internal accounting controls. While we believe that our internal controls are adequate for our current level of operations, we believe that we may need to employ accounting additional staff as our operations ramp up. We do not have a dedicated full time Chief Financial Officer, which we intend to employ within the next twelve months. Additionally, our board of directors has not designated an Audit Committee and we do not presently have any outside directors. We intend to attract outside directors once the Company commences full operations, and to designate an Audit Committee from such outside directors. There is no guarantee that such projected actions will be adequate or successful or that such improvements will be carried out on a timely basis. If, in the future, we do not have adequate internal accounting controls, we may not be able to appropriately budget, forecast and manage our funds, we may also be unable to prepare accurate accounts on a timely basis to meet our continuing financial reporting obligations and we may not be able to satisfy our obligations under US securities laws.

We do not intend to pay cash dividends in the foreseeable future

We currently intend to retain all future earnings for use in the operation and expansion of our business. We do not intend to pay any cash dividends in the foreseeable future but will review this policy as circumstances dictate.

There is currently no market for our securities and there can be no assurance that any market will ever develop or that our common stock will be listed for trading.

There has not been any established trading market for our common stock and there is currently no market for our securities. Even if we are ultimately approved for trading on the OTC Bulletin Board (“OTCBB”), there can be no assurance as the prices at which our common stock will trade if a trading market develops, of which there can be no assurance. Until our common stock is fully distributed and an orderly market develops, (if ever) in our common stock, the price at which it may ultimately trade is likely to fluctuate significantly and may not reflect the actual value of the stock.

Our common stock is subject to the Penny Stock Regulations

Once it commences trading (if ever) our common stock will likely be subject to the SEC's “penny stock” rules to the extent that the price remains less than $5.00. Those rules, which require delivery of a schedule explaining the penny stock market and the associated risks before any sale, may further limit your ability to sell your shares.

- 20 -

The SEC has adopted regulations which generally define “penny stock” to be an equity security that has a market price of less than $5.00 per share. Our common stock currently has no “market price” and when and if a trading market develops, may fall within the definition of penny stock and subject to rules that impose additional sales practice requirements on broker-dealers who sell such securities to persons other than established customers and accredited investors (generally those with assets in excess of $1,000,000, or annual incomes exceeding $200,000 or $300,000, together with their spouse).

For transactions covered by these rules, the broker-dealer must make a special suitability determination for the purchase of such securities and have received the purchaser's prior written consent to the transaction. Additionally, for any transaction, other than exempt transactions, involving a penny stock, the rules require the delivery, prior to the transaction, of a risk disclosure document mandated by the Commission relating to the penny stock market. The broker-dealer also must disclose the commissions payable to both the broker-dealer and the registered representative, current quotations for the securities and, if the broker-dealer is the sole market-maker, the broker-dealer must disclose this fact and the broker-dealer's presumed control over the market. Finally, monthly statements must be sent disclosing recent price information for the penny stock held in the account and information on the limited market in penny stocks. Consequently, the `penny stock` rules may restrict the ability of broker-dealers to sell our common stock and may affect the ability of investors to sell their common stock in the secondary market.

Our common stock is illiquid and may in the future be subject to price volatility unrelated to our operations

Our common stock has no market price and, if and when a market price is established, could fluctuate substantially due to a variety of factors, including market perception of our ability to achieve our planned growth, quarterly operating results of other companies in the same industry, trading volume in our common stock, changes in general conditions in the economy and the financial markets or other developments affecting our competitors or us. In addition, the stock market is subject to extreme price and volume fluctuations. This volatility has had a significant effect on the market price of securities issued by many companies for reasons unrelated to their operating performance and could have the same effect on our common stock. Sales of substantial amounts of common stock, or the perception that such sales could occur, could adversely affect the market price of our common stock (if and when a market price is established) and could impair our ability to raise capital through the sale of our equity securities.

We have not voluntarily implemented various corporate governance measures, in the absence of which, shareholders may have more limited protections against interested director transactions, conflicts of interest and similar matters.

Recent Federal legislation, including the Sarbanes-Oxley Act of 2002, has resulted in the adoption of various corporate governance measures designed to promote the integrity of the corporate management and the securities markets. Some of these measures have been adopted in response to legal requirements. Others have been adopted by companies in response to the requirements of national securities exchanges, such as the NYSE or the Nasdaq Stock Market, on which their securities are listed. Among the corporate governance measures that are required under the rules of national securities exchanges are those that address board of directors' independence, audit committee oversight, and the adoption of a code of ethics. We have not yet adopted any of these corporate governance measures and, since our securities are not yet listed on a national securities exchange, we are not required to do so. It is possible that if we were to adopt some or all of these corporate governance measures, stockholders would benefit from somewhat greater assurances that internal corporate decisions were being made by disinterested directors and that policies had been implemented to define responsible conduct. Prospective investors should bear in mind our current lack of corporate governance measures in formulating their investment decisions.

RISKS RELATED TO OUR BUSINESS AND INDUSTRY

We Are A New Venture With No Operating History

The Company was recently organized and only recently shifted its focus to the construction industry. Due to our limited operating history, our ability to operate successfully is materially uncertain and our operations are subject to all risks inherent in a developing business enterprise. We have no operating history upon which you may evaluate our operations and prospects. Our limited operating history makes it difficult to evaluate our likelihood of commercial viability and market acceptance of our proposed operations. Our potential success must be evaluated in light of the problems; expenses and difficulties frequently encountered by new businesses in general and particularly in the manufacturing and construction industry of masonry products.

- 21 -

Lack of Proven Business Model

To date, we have not generated any significant sales. There can be no assurance, however, that the implementation of such a plan, or that the implementation of the overall business plan developed by management, will result in a viable business generating revenue or that if it does result in sales, that such sales will necessarily translate into profitability. Failure to properly develop the Company’s plan of expansion will prevent the Company from generating meaningful product sales.

Tight credit standards and loan terms, curtailed lending activity, and increased interest rates among consumer and industry lenders could reduce our sales, if any. If consumer financing were to become further curtailed, sales may not develop.

The consumers and businesses who will buy homes and other products from the developers that use our technology and services in the housing, oil, flowable fill and ready mix concrete markets may use secured consumer and industry financing from third party lenders. The availability, terms and costs of consumer financing depend on the lending practices of financial institutions, governmental regulations and economic and other conditions, all of which are beyond our control.

For example, manufactured home consumer financing is at times more difficult to obtain than financing for site-built and modular homes. The poor performance of portfolios of manufactured housing consumer loans in past years has made it more difficult for consumer and industry finance companies to obtain long-term capital. Additionally, the industry has seen certain traditional real estate mortgage lenders tighten terms or discontinue financing for manufactured housing.

If consumer and industry financing for homes and other products that use our technology were to be further curtailed, we may not be able to develop sales and our operating results and cash flows would suffer.

If we are unable to establish or maintain relationships with licensees, we may not be able to develop sales and our operating results and cash flows could suffer.

We may not be able to establish relationships with licensees or maintain good relationships with licensees. Even if we do establish and maintain relationships with independent licensees, these licensees are not obligated to sell our products exclusively, and may choose to sell our competitors’ products instead. The licensees with whom we may develop relationships with can cancel these relationships on short notice. In addition, these parties may not remain financially solvent, as they are subject to the same industry, economic, demographic and seasonal trends that we face. If we do not establish and maintain relationships with solvent independent retailers in the markets we serve, sales in those markets could decline and our operating results and cash flows could suffer.

The factory-built housing industry is very competitive. If we are unable to effectively compete, our growth could be limited, our sales may not materialize and our operating results and cash flows could suffer.

The factory-built housing industry is highly competitive at both the manufacturing and retail levels, with competition based, among other things, on price, product features, reputation for service and quality, merchandising, terms of retailer promotional programs and the terms of consumer financing. Numerous companies produce factory-built homes in our markets. Some of our manufacturing competitors have captive retail distribution systems and consumer finance operations. In addition, there are independent factory-built housing retail locations in most areas where we intend to sell our products and services. Because barriers to entry to the industry at both the manufacturing and retail levels are low, we believe that it is relatively easy for new competitors to enter our markets. In addition, our products compete with other forms of low to moderate-cost housing, including site-built homes, panelized homes, apartments, townhouses and condominiums. If we are unable to effectively compete in this environment, our manufacturing shipments and retail sales could be reduced. As a result, our sales could decline and our operating results and cash flows could suffer.

- 22 -

If the factory-built housing industry is not able to secure favorable local zoning ordinances, our sales, if any, may not materialize and our operating results and cash flows could suffer.

Limitations on the number of sites available for placement of manufactured homes or on the operation of manufactured housing communities could reduce the demand for manufactured homes and our sales, if any. Manufactured housing communities and individual home placements are subject to local zoning ordinances and other local regulations relating to utility service and construction of roadways. In the past, some property owners have resisted the adoption of zoning ordinances permitting the use of manufactured homes in residential areas, which we believe has restricted the growth of the industry. Manufactured homes may not receive widespread acceptance and localities may not adopt zoning ordinances permitting the development of manufactured home communities. If the manufactured housing industry is unable to secure favorable local zoning ordinances, our sales could decline and our operating results and cash flows could suffer.

We face competition from numerous sources and competition may increase, leading to a decline in revenues.

We compete primarily with well-established companies, many of which we believe have greater resources than the company. We believe that barriers to entry in the new construction of houses services sector are not significant and start-up costs are relatively high, so our competition may increase in the future. New competitors may be able to launch new businesses similar to ours, and current competitors may replicate our business model, at a relatively similar cost. If competitors with significantly greater resources than ours decide to replicate our business model, they may be able to quickly gain recognition and acceptance of their business methods and products through marketing and promotion. We may not have the resources to compete effectively with current or future competitors. If we are unable to effectively compete, we will lose sales to our competitors and our revenues will decline.

FINANCIAL INFORMATION

Management’s Discussion and Analysis of Financial Condition and Results of Operations

The following discussion of our financial condition and results of operation from inception February 6, 2012 to March 31, 2013 should be read in conjunction with the financial statements and the notes to those statements that are included elsewhere in this report. Our discussion includes forward-looking statements based upon current expectations that involve risks and uncertainties, such as our plans, objectives, expectations and intentions. Actual results and the timing of events could differ materially from those anticipated in these forward-looking statements as a result of a number of factors, including those set forth under the “Risk Factors,” “Cautionary Notice Regarding Forward-Looking Statements” and “Our Business” sections in this Form 8-K. We use words such as “anticipate,” “estimate,” “plan,” “project,” “continuing,” “ongoing,” “expect,” “believe,” “intend,” “may,” “will,” “should,” “could,” and similar expressions to identify forward-looking statements.

Plan of Operation

Cellular Concrete Technologies, Inc. is an emerging growth company that has licensed a unique intellectual property (the Technology) for the production of the STABLE AIR® and STABLE AIR AERATOR® products, which we intend to safely and efficiently assembled without any mortar. The Company initially intends to generate revenue through licensing opportunities whereby a licensee will develop a plant for the production of the block and will in turn market prefabricated buildings using the technology. The Company intends to design, develop, and construct dignified, financially sound and decent housing units by employing an innovative, profitable and environmentally sound new construction technology.

Further, the Company will license the STABLE AIR® and STABLE AIR AERATOR® technologies internationally, to provide a strong, innovative construction system with which to construct housing developments and commercial buildings, e.g. warehouses, hangars, etc. The joint venture opportunities will include royalty arrangements, and percentage of ownership in exchange for the transfer of the technology.

On July 11, 2013, Cellular Concrete Technologies, Inc. entered into a Licensing Agreement (“Licensing Agreement”) with Cellular Concrete Technologies, LLC (“Licensor”) pursuant to which the Company was granted an, exclusive license for intellectual property as described in Patent No. US 5,900,191, Patent No. US 6,046,255; US

- 23 -

Patent Application No. 13/560,882; US Trademark Stable Air(R); Canadian Trademark Stable Air(tm); US Trademark CCT; US Trademark CCT Add Air (R) that includes STABLE AIR® and STABLE AIR AERATOR® developed by Licensor, principally comprising of a unique intellectual property for the production of different types of cellular concrete: Structural lightweight concrete, non-structural lightweight concrete, as well as infill, backfill and flowable fill (the “Technology”). The license includes the use and licensing of the technology to produce a variety of customized lightweight concrete products for the global housing, oil, flowable fill and ready mix concrete industries.

Going Concern

We were a shell company from February 8, 2012 until our entry into the building supply business in September, 2012. We have incurred net losses of approximately $10,566 since inception through March 31, 2013. At March 31, 2013 we had no cash and no other assets and our total liabilities were approximately $0. The report of our independent registered public accounting firm on our financial statements form inception to March 31, 2013 contains an explanatory paragraph regarding our ability to continue as a going concern based upon recurring operating losses and our need to obtain additional financing to sustain operations. Our ability to continue as a going concern is dependent upon our ability to obtain the necessary financing to meet our obligations and repay our liabilities when they become due and to generate sufficient revenues from our operations to pay our operating expenses. There are no assurances that we will continue as a going concern.

Results of Operations

The Company has not conducted any active operations since inception, except for its efforts to locate suitable acquisition candidates. No revenue has been generated by the Company from February 6, 2012 (Inception) to March 31,2013. It is unlikely the Company will have any revenues unless it is able to effect an acquisition or merger with an operating company, of which there can be no assurance. It is management's assertion that these circumstances may hinder the Company's ability to continue as a going concern. The Company’s plan of operation for the next twelve months shall be to continue its efforts to locate suitable acquisition candidates.

For the period from inception (February 6, 2012) to March 31, 2013, the Company had a net loss of $10,566, consisting of legal, accounting, audit, filing and other professional service fees incurred in relation to the filing of the Company’s Registration Statement on Form 10 and Quarterly Reports on Form 10-Q.

Liquidity and Capital Resources

As of March 31, 2013 and 2012, the Company had a total of $nil and $200 in assets, respectively, and the Company liabilities were $6,431 and $0 as of March 31, 2013 and 2012, respectively. The following is a summary of the Company's cash flows provided by (used in) operating, investing, and financing activities for the years ended March 31, 2013 and 2012:

	2013		2012
Net Cash (Used in) Operating Activities	$	(2,185)	$	(1,800)
Net Cash (Used in) Investing Activities		-		-
Net Cash Provided by Financing Activities		1,985		2,000
Net Increase (Decrease) in Cash	$	(200)	$	200

Our principal sources of liquidity are our cash and the cash flow provided by the shareholder advances and equity financing. We believe that further equity financing is needed to satisfy our anticipated cash requirements through the next 12 months.

The Company has nominal assets and has generated no revenues since inception. The Company is also dependent upon the receipt of capital investment or other financing to fund its ongoing operations and to execute its business plan of seeking a combination with a private operating company. In addition, the Company is dependent upon certain related parties to provide continued funding and capital resources. If continued funding and capital resources are unavailable at reasonable terms, the Company may not be able to implement its plan of operations.

Off-Balance Sheet Arrangements

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

Seasonality

Our operating results are not affected by seasonality.

- 24 -

Inflation

Our business and operating results are not affected in any material way by inflation.

Critical Accounting Policies

The Securities and Exchange Commission issued Financial Reporting Release No. 60, "Cautionary Advice Regarding Disclosure About Critical Accounting Policies" suggesting that companies provide additional disclosure and commentary on their most critical accounting policies. In Financial Reporting Release No. 60, the Securities and Exchange Commission has defined the most critical accounting policies as the ones that are most important to the portrayal of a company's financial condition and operating results, and require management to make its most difficult and subjective judgments, often as a result of the need to make estimates of matters that are inherently uncertain. The nature of our business generally does not call for the preparation or use of estimates. Due to the fact that the Company does not have any operating business, we do not believe that we do not have any such critical accounting policies.

PROPERTIES

Offices

At this time, the Company maintains its designated office at 100 Pacifica Drive, Suite 130, Irvine, CA 92618 and a factory/laboratory next door at 212-F Technology Drive, Irvine, CA 92618. The Company’s telephone number is 949-754-0570. The Company’s fax number is (949)754-0644.

SECURITY OWNERSHIP OF CERTAIN BENEFICIAL WNERS AND MANAGEMENT

The following table sets forth certain information regarding beneficial ownership of the Company's Common Stock as of April 9.2013 by: (I) each current director; each nominee for director, and executive officer of the Company; (ii) all directors and executive officers as a group; and (iii) each shareholder who owns more than five percent of the outstanding shares of the Company's Common Stock. Except as otherwise indicated, the Company believes each of the persons listed below possesses sole voting and investment power with respect to the shares indicated.

Name and Address	Number of Shares		Percentage Owned
Cellular Concrete Technologies, LLC (“CCT”)		23,350,000		88.61%
184 Technology Drive Irvine, CA 92618

Accelerated Venture Partners, LLC
1840 Gateway Drive, Suite 200
Foster City CA, 94404 (3)		3,000,000		11.39%

____________________

(1) This table is based upon 26,350,000 shares issued and outstanding as July 12, 2013.

(2) Beneficial ownership is determined in accordance with the rules of the Securities and Exchange Commission and includes voting and investment power with respect to the shares. Shares of Common Stock subject to options or warrants currently exercisable or exercisable within 60 days are deemed outstanding for computing the percentage of the person holding such options or warrants, but are not deemed outstanding for computing the percentage of any other person.

(3) The Company has the rights to repurchase 1,500,000 shares of the Company’s common stock (5%) at a price of $0.0001 per share in the event the Company fails to complete financing.

DIRECTORS AND EXECUTIVE OFFICERS

The following individuals currently serve as our executive officers and directors:

Name	Age	Positions

Paul Falco	54	Chairman

Michael Davis	59	Director, President, Secretary

- 25 -

Paul M. Falco, Chief Executive Officer - Paul began his first construction company, Brookstone Development, in Southern California in 1987; where he specialized in home remodeling projects. As he progressed in size and scope, Brookstone graduated to building beautiful custom homes and commercial structures. In 2009, with the housing market in turmoil, Paul moved in next door to the original co-inventor of the first Stable Air® machine. After buying control of Stable Air’s® intellectual property, Cellular Concrete Technologies, LLC.was formed in early 2010. Subsequent to a most successful product introduction at World of Concrete in January 2011, he also reactivated his old company, Brookstone – and expanded it to Cornerstone Development International; while partnering with Corner Stone Cal, Inc. to rehab houses for the City of Los Angeles.

Michael R. Davis, President – Michael grew up in the automobile industry in Michigan, and won several scholarships to Harvard College, where he graduated with honors in 1975. After further studies at HBS (1975-1976) and with Dr. Peter Drucker, he helped to start and run numerous companies. Most notable among them were Tam’s Stationers (1990-1997), Prolong International Corp. (AMEX:PRL, 1998-2003) and Oklahoma Global Motors [MG/Austin Healey] (2006-2007). Michael joined Cellular Concrete Technologies, LLC as Vice President in early 2010, shortly after inception; and was promoted to President late in 2012. He has helped to manage and expand Cellular Concrete Technologies, LLC’s IP portfolio, recently filing the CAL BLOCK and Panel™ trademark application for the Company. An adjunct lecturer at Concordia University, Irvine since 2011, he speaks, writes and counsels widely on Company Formation.

There are no family relationships between our officers and directors. Each director is elected at our annual meeting of stockholders and holds office until the next annual meeting of stockholders, or until his successor is elected and qualified.

EXECUTIVE COMPENSATION

The following table summarizes all compensation recorded by us in 2012 for our principal executive officers, each other executive officer serving as such whose annual compensation exceeded $100,000, and up to two additional individuals for whom disclosure would have been made in this table but for the fact that the individual was not serving as an executive officer of our Company at March 31, 2013.

None

Outstanding Equity Awards at Fiscal Year-End

The following table provides information concerning unexercised options, stock that has not vested and equity incentive plan awards for each named executive officer outstanding from inception February 6, 2012 to March 31, 2013:

None

Compensation of Directors

We have not established standard compensation arrangements for our directors and the compensation, if any, payable to each individual for their service on our Board will be determined from time to time by our Board of Directors based upon the amount of time expended by each of the directors on our behalf. None of our directors received any compensation for their services.

- 26 -

CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS, AND DIRECTOR INDEPENDENCE

At inception, the Company has issued 5,000,000 shares of restricted common stock to the majority shareholder for initial funding, in the amount of $2,000. The Company does not have employment contracts with its sole officer and director, who is the majority shareholder.

On September 21, 2012, Cellular Concrete Technologies, LLC. (“Purchaser”) agreed to acquire 23,350,000 shares of the Company’s common stock par value $0.0001 for a price of $0.0001 per share. At the same time, Accelerated Venture Partners, LLC agreed to tender 3,500,000 of their 5,000,000 shares of the Company’s common stock par value $0.0001 for cancellation. Following these transactions, Cellular Concrete Technologies, LLC. owned approximately 94% of the Company’s 24,850,000 issued and outstanding shares of common stock par value $0.0001 and the interest of Accelerated Venture Partners, LLC was reduced to approximately 6% of the total issued and outstanding shares. Simultaneously with the share purchase, Timothy Neher resigned from the Company’s Board of Directors and Paul Falco was simultaneously appointed to the Company’s Board of Directors. Such action represents a change of control of the Company. The Purchaser used its working capital to acquire the Shares. The Purchaser did not borrow any funds to acquire the Shares.

Prior to the purchase of the shares, the Purchaser was not affiliated with the Company. However, the Purchaser will be deemed an affiliate of the Company after the share purchase as a result of their stock ownership interest in the Company. The purchase of the shares by the Purchaser was completed pursuant to written Subscription Agreements with the Company. The purchase was not subject to any other terms and conditions other than the sale of the shares in exchange for the cash payment. Concurrent with the sale of the shares, the Company will file a Certificate of Amendment to its Certificate of Incorporation with the Secretary of State of Delaware in order to change its name to “Cellular Concrete Technologies, Inc.”.

On September 24, 2012, the Company entered into a Consulting Services Agreement with AVP. The agreement requires AVP to provide the Company with certain advisory services that include reviewing the Company’s business plan, identifying and introducing prospective financial and business partners, and providing general business advice regarding the Company’s operations and business strategy in consideration of (a) an option granted by the Company to AVP to purchase 1,500,000 shares of the Company’s common stock at a price of $0.0001 per share (the “AVP Option”) (which was immediately exercised by the holder), subject to a repurchase option granted to the Company to repurchase the shares at a price of $0.0001 per share in the event the Company fails to complete funding as detailed in the agreement subject to the following milestones:

●	Milestone 1 – Company’s right of repurchase will lapse with respect to 60% of the shares upon securing $2.5 million in available cash from funding;
●	Milestone 2 – Company’s right of repurchase will lapse with respect to 40% of the Shares upon securing $5 million in available cash (inclusive of any amounts attributable to Milestone 1);

The payment of the cash compensation is subject to the Company’s achievement of certain designated milestones, specifically, cash compensation of $150,000 is due consultant upon the achievement of Milestone 1, and an additional $150,000 is due upon the achievement of Milestone 2. Upon achieving each Milestone, the cash compensation is to be paid to consultant in the amount then due at the rate of $12,500 per month. The total cash compensation to be received by the consultant is not to exceed $300,000 unless the Company receives an amount of funding in excess of the amount specified in Milestone 2. If the Company receives equity or debt financing that is an amount less than Milestone 1, in between any of the above Milestones or greater than the above Milestones, the cash compensation earned by the Consultant under this Agreement will be prorated according to the above Milestones. The Company also has the option to make a lump sum payment to AVP in lieu of the monthly cash payments.

The sole officer and director of the Company is involved in other business activities and may, in the future, become involved in additional business opportunities that become available. A conflict may arise in selecting between the Company and other business interests. The Company has not formulated a policy for the resolution of such conflicts.

We depend on our sole officer and director to provide the Company with the necessary funds to implement our business plan, as necessary. The Company does not have a funding commitment or any written agreement for our future required cash needs.

The majority shareholder has advanced funds, as necessary. These advances are considered temporary in nature and are payable on demand. There is no formal document describing the terms of this arrangement (maturity date and interest rates). As of March 31, 2013, the debts, in the amount of $6,415 was due shareholder.

- 27 -

The Company does not own or lease property or lease office space. The office space used by the Company was arranged by the sole officer and director of the Company to use at no charge.

On July 11, 2013, Cellular Concrete Technologies, Inc. “the Company” entered into a Licensing Agreement (“Licensing Agreement”) with Cellular Concrete Technologies, LLC (“Licensor”) a company controlled by Paul Falco the CEO of the Company, pursuant to which the Company was granted an, exclusive license for intellectual property as described in Patent No. US 5,900,191, Patent No. US 6,046,255; US Patent Application No. 13/560,882; US Trademark Stable Air(R); Canadian Trademark Stable Air(tm); US Trademark CCT; US Trademark CCT Add Air (R) that includes STABLE AIR® and STABLE AIR AERATOR® developed by Licensor, principally comprising of a unique intellectual property for the production of different types of cellular concrete: Structural lightweight concrete, non-structural lightweight concrete, as well as infill, backfill and flowable fill (the “Technology”). The license includes the use and licensing of the technology to produce a variety of customized lightweight concrete products for the global housing, oil, flowable fill and ready mix concrete industries.

Other.

The officers and directors for the Company are involved in other business activities and may, in the future, become involved in other business opportunities. If a specific business opportunity becomes available, such persons may face a conflict in selecting between the Company and their other business interest. The Company has not formulated a policy for the resolution of such conflicts.

Director Independence

The Company has no “independent” directors within the meaning of Nasdaq Marketplace Rule 4200.

LEGAL PROCEEDINGS

None

MARKET PRICE OF AND DIVIDENDS ON THE REGISTRANT’S COMMON EQUITY AND RELATED STOCKHOLDER MATTERS

Market Price of the Registrant’s Common Equity

Our stock has yet to trade on any established market.

Dividend Policy

We have never paid cash dividends on our common stock. Under Delaware law, we may declare and pay dividends on our capital stock either out of our surplus, as defined in the relevant Delaware statutes, or if there is no such surplus, out of our net profits for the fiscal year in which the dividend is declared and/or the preceding fiscal year. If, however, the capital of our company, computed in accordance with the relevant Delaware statutes, has been diminished by depreciation in the value of our property, or by losses, or otherwise, to an amount less than the aggregate amount of the capital represented by the issued and outstanding stock of all classes having a preference upon the distribution of assets, we are prohibited from declaring and paying out of such net profits any dividends upon any shares of our capital stock until the deficiency in the amount of capital represented by the issued and outstanding stock of all classes having a preference upon the distribution of assets shall have been repaired.

RECENT SALES OF UNREGISTERED SECURITIES

- 28 -

Prior to the purchase of the shares, the Purchasers were not affiliated with the Company. However, the Purchasers will be deemed affiliates of the Company after the share purchase as a result of their stock ownership interest in the Company. The purchase of the shares by the Purchasers was completed pursuant to written Subscription Agreements with the Company. The purchase was not subject to any other terms and conditions other than the sale of the shares in exchange for the cash payment. The Company intends to file a Certificate of Amendment to its Certificate of Incorporation with the Secretary of State of Delaware in order to change its name to “Cellular Concrete Technolgies, Inc.”.

Milestone 1 – Company’s right of repurchase will lapse with respect to 60% of the shares upon securing $2.5 million in available cash from funding;

Milestone 2 – Company’s right of repurchase will lapse with respect to 40% of the Shares upon securing $5 million in available cash (inclusive of any amounts attributable to Milestone 1).

DESCRIPTION OF SECURITIES

Our authorized capital stock consists of 100,000,000 shares of common stock, par value $0.0001 per share, and 10,000,000 shares of preferred stock, par value $0.0001 per share, the rights and preferences of which may be established from time to time by our board. As of July 12, 2013, there were 26,350,000 shares of common stock and no shares of preferred stock issued and outstanding.

Common Stock

Holders of our common stock are entitled to one vote for each share on all matters voted upon by our stockholders, including the election of directors, and do not have cumulative voting rights. Subject to the rights of holders of any then outstanding shares of our preferred stock, our common stockholders are entitled to any dividends that may be declared by our board. Holders of our common stock are entitled to share ratably in our net assets upon our dissolution or liquidation after payment or provision for all liabilities and any preferential liquidation rights of our preferred stock then outstanding. Holders of our common stock have no preemptive rights to purchase shares of our stock. The shares of our common stock are not subject to any redemption provisions and are not convertible into any other shares of our capital stock. All outstanding shares of our common stock are, and the shares of common stock to be issued in the offering will be, upon payment therefor, fully paid and nonassessable. The rights, preferences and privileges of holders of our common stock will be subject to those of the holders of any shares of our preferred stock we may issue in the future.

Preferred Stock

Our board may, from time to time, authorize the issuance of one or more classes or series of preferred stock without stockholder approval. Subject to the provisions of our certificate of incorporation and limitations prescribed by law, our board is authorized to adopt resolutions to issue shares, establish the number of shares, change the number of shares constituting any series, and provide or change the voting powers, designations, preferences and relative rights, qualifications, limitations or restrictions on shares of our preferred stock, including dividend rights, terms of redemption, conversion rights and liquidation preferences, in each case without any action or vote by our stockholders. One of the effects of undesignated preferred stock may be to enable our board to discourage an attempt to obtain control of our company by means of a tender offer, proxy contest, merger or otherwise. The issuance of preferred stock may adversely affect the rights of our common stockholders by, among other things:

- 29 -

•	Restricting dividends on the common stock;
•	diluting the voting power of the common stock;

•	impairing the liquidation rights of the common stock; or
•	delaying or preventing a change in control without further action by the stockholders.

Item 9.01 Financial Statements and Exhibits.

(a) Financial Statements

Financial Statements (Audited) for the period from inception February 6, 2012 to period ended March 31, 2012 (audited by Peter Messineo, CPA) are attached hereto as Exhibit 99.1.

(d) Exhibits

NUMBER		DESCRIPTION

10.1		Licensing Agreement

99.1		Financial Statements (Audited) for the period from inception February 6, 2012 to period ended March 31, 2013

- 30 -

SIGNATURES

Pursuant to the requirements of the Securities and Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

Cellular Concrete Technologies, Inc.

By:	/s/ Paul Falco
Name: Paul Falco
Title: Chief Executive Officer and Chairman

Dated: July 15, 2013

- 31 -

EXHIBIT LIST

NUMBER		DESCRIPTION

10.1		Licensing Agreement

99.1		Financial Statements (Audited) for the period from inception February 6, 2012 to period ended March 31, 2013

- 32 -

CELLULAR CONCRETE TECHNOLOGIES, INC.

A DEVELOPMENT STAGE COMPANY

March 31, 2013

TABLE OF CONTENTS

	Page(s)

Report of Independent Registered Public Accounting firm	F-1

Financial Statements:

Balance Sheet as of March 31, 2013 and 2012	F-2

Statements of Operations for the year ended March 31, 2013 and for the period from inception (February 6, 2012) to March 31, 2013	F-3

Statement of Change in Stockholder’s Equity for the year ended March 31, 2013 and
for the period from inception (February 6, 2012) through March 31, 2013	F-4

Statements of Cash Flows for the year ended March 31, 2013 and for the period from inception (February 6, 2012) to March 31, 2013	F-5

Notes to Financial Statements	F-6

Report of Independent Registered Public Accounting Firm

To the Board of Directors and Stockholders

Cellular Concrete Technologies, Inc. (a Development Stage Company)

We have audited the accompanying balance sheets of Cellular Concrete Technologies, Inc. (the “Company”) as of March 31, 2013, and the related statements of operations, stockholder's equity and cash flows for the year then ended, and the period from inception (February 6, 2012) to March 31, 2013. These financial statements are the responsibility of the Company's management. Our responsibility is to express an opinion on these financial statements based on our audit. The financial statements of the Company as of March 31, 2012, were audited by other auditors, whose report, dated June 26, 2012, expressed an unqualified opinion on those financial statements and also included an explanatory paragraph that raise substantial doubt about the Company’s ability to continue as a going concern.

We conducted our audit in accordance with the standards of the Public Company Accounting Oversight Board (United States). Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. The Company is not required to have, nor were we engaged to perform, an audit of its internal control over financial reporting. Our audit included consideration of internal control over financial reporting as a basis for designing audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of the Company's internal control over financial reporting. Accordingly, we express no such opinion. Our audit also includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements, assessing the accounting principles used and significant estimates made by management, as well as, evaluating the overall financial statement presentation. We believe that our audit provides a reasonable basis for our opinion.

In our opinion, the financial statements referred to above present fairly, in all material respects, the financial position of Cellular Concrete Technologies, Inc. as of March 31, 2013 and the results of its operations and cash flows for the year then ended, and the period from inception (February 6, 2012) to March 31, 2013 in conformity with accounting principles generally accepted in the United States of America.

The accompanying financial statements have been prepared assuming that the Company will continue as a going concern. As discussed in Note 2 to the financial statements, the Company is a development stage enterprise, had an accumulated deficit and of $10,566 as of March 31, 2013 and continues to experience losses. These considerations raise substantial doubt about the Company’s ability to continue as a going concern. Management’s plans regarding those matters are also described in Note 2 which contemplates equity financing through a reverse merger transaction and/or related party advances. The financial statements do not include any adjustments that might result from the outcome of this uncertainty.

/s/ Anton & Chia LLP

Newport Beach, CA

June 28, 2013

F-1

PART - FINANCIAL INFORMATION

ITEM 1 - FINANCIAL STATEMENTS

CELLULAR CONCRETE TECHNOLOGIES, INC.
( A Development Stage Company)
BALANCE SHEETS

	March 31, 2013			March 31, 2012
ASSETS

Current Assets:
Cash	$	-		$	200
Total Assets	$	-		$	200


LIABILITIES AND STOCKHOLDERS' EQUITY (DEFICIT)

Current Liabilities:
Accrued expenses due to founder	$	6,415		$	-
Bank overdraft		16			-
Total Liabilities		6,431			-

Stockholders' Equity (Deficit):
Common Stock, 100,000,000 shares authorized ( par value $.0001) 26,350,000 and 5,000,000 shares issued and outstanding as of March 31, 2013 and March 31, 2012, respectively		2,635			500
Additional Paid in capital		1,500			1,500
Accumulated Deficit		(10,566	)		(1,800	)

Total Stockholder's Equity (Deficit)		(6,431	)		200
Total Liabilities and Stockholders' Equity (Deficit)	$	-		$	200

The accompanying notes are an integral part of these financial statements.

F-2

CELLULAR CONCRETE TECHNOLOGIES, INC.
(A Development Stage Company)
STATEMENTS OF OPERATIONS
	Year Ended March 31, 2013			Inception (February 6, 2012) through March 31, 2012			Inception (February 6, 2012) through March 31, 2013

Revenue	$	-		$	-		$	-

Operating Expenses
General and Administrative		8,766			1,800			10,566

Net loss	$	(8,766	)	$	(1,800	)	$	(10,566	)

Basic and diluted net loss per share		-			-

Weighted Average Common Shares Outstanding - basic and diluted		26,350,000			5,000,000

The accompanying notes are an integral part of these financial statements.

F-3

CELLULAR CONCRETE TECHNOLOGIES, INC.
( A Development Stage Company)
STATEMENT OF STOCKHOLDERS' EQUITY (DEFICIT)

	Common Stock
	Shares			Amount			Additional Paid-In Capital		Accumulated Deficit			Total

Issurance of Common Stock - Founders for cash		5,000,000		$	500		$	1,500	$	-		$	2,000
Net Loss										1,800			(1,800	)
Balance at March 31, 2012		5,000,000			500			1,500		(1,800	)		200

Tender of shares by founder, September 21, 2012 at $ .0001 per share		(3,500,000	)		(350	)		-		-			(350	)
Issuance of common stock under subscription agreement with Cellular Concrete, September 21, 2012 at $0.0001 per share		23,350,000			2,335			-		-			2,335
Issuance of common stock under consulting agreement, September 24, 2012 at $0.0001 per share		1,500,000			150			-		-			150
Net Loss										(8,766	)		(8,766	)
Balance at March 31, 2013		26,350,000		$	2,635		$	1,500	$	(10,566	)	$	(6,431	)

The accompanying notes are an integral part of these financial statements.

F-4

CELLULAR CONCRETE TECHNOLOGIES, INC.
( A Development Stage Company)
STATEMENTS OF CASH FLOWS

	Year Ended March 31, 2013			Inception (February 6, 2012) through March 31, 2012			Inception (February 6, 2012) through March 31, 2013

CASH FLOW FROM OPERATING ACTIVITIES

Net loss	$	(8,766	)	$	(1,800	)	$	(10,566	)
Adjustments to reconcile net loss to net cash used in operating activities
Issuance of common stock under consulting agreement		150			-			150
Change in Assets & Liabilities
Accrued payroll and other liabilities		6,415			-			6,415
Change in bank overdraft		16			-			16
Net Cash used in operations		(2,185	)		(1,800	)		(3,985	)

CASH FLOW FROM FINANCING ACTIVITIES

Tender of shares by founder		(350	)		-			(350	)
Proceeds from stock issuance under subscription agreement		2,335			2,000			4,335
Net Cash provided by financing activities		1,985			2,000			3,985

Net increase (decrease) in cash		(200	)		200			-

Cash at the Beginning of the Period		200			-			-
Cash at the End of the Period	$	-		$	200		$	-

The accompanying notes are an integral part of these financial statements.

F-5

CELLULAR CONCRETE TECHNOLOGIES, INC.

(A Development Stage Company)

Notes to Financial Statements

NOTE 1 - ORGANIZATION AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES:

(a)	Organization and Business:

Cellular Concrete Technologies, Inc. (“the Company” – formerly known as Accelerated Acquisitions XX, Inc. See Note 3) was incorporated in the state of Delaware on February 6, 2012 for the purpose of raising capital that is intended to be used in connection with its business plan which may include a possible merger, acquisition or other business combination with an operating business.

On September 21, 2012, Cellular Concrete Technologies, LLC. (“Purchaser”) agreed to acquire 23,350,000 shares of the Company’s common stock par value $0.0001 for a price of $0.0001 per share. At the same time, Accelerated Venture Partners, LLC agreed to tender 3,500,000 of their 5,000,000 shares of the Company’s common stock par value $0.0001 for cancellation. Following these transactions, Cellular Concrete Technologies, LLC. owned approximately 94% of the Company’s 24,850,000 issued and outstanding shares of common stock par value $0.0001 and the interest of Accelerated Venture Partners, LLC was reduced to approximately 6% of the total issued and outstanding shares. Simultaneously with the share purchase, Timothy Neher resigned from the Company’s Board of Directors and Paul Falco was simultaneously appointed to the Company’s Board of Directors and Chief Executive Officer. Such action represents a change of control of the Company. The Purchaser used their working capital to acquire the Shares. The Purchaser did not borrow any funds to acquire the Shares.

The Company is currently in the development stage. All activities of the Company to date relate to its organization, initial funding and share issuances.

(b)	Basis of Presentation

The accompanying financial statements have been prepared assuming that the Company will continue as a going concern. However, the Company has sustained recurring losses and as of March 31, 2013, has no business operations and has a net working capital deficiency. These conditions, among others, give rise to substantial doubt about the Company’s ability to continue as a going concern. Management is continuing to seek additional equity capital to fund a merger or acquisition or to purchase an ongoing business. Until such time, the Company anticipates that its working capital needs will be funded through notes from its major stockholders. Management believes these steps will provide the Company with adequate funds to sustain its continued existence. There is, however, no assurance that the steps taken by management will meet all of the Company’s needs or that the Company will continue as a going concern. The financial statements presented herein do not include any adjustments that might result from the outcome of this uncertainty.

(c)	Use of Estimates:

The preparation of financial statements in conformity with accounting principles generally accepted in the United States requires management to make estimates and assumptions that affect the amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the balance sheet and reported amounts of revenues and expenses during the reporting period. Actual results could differ from those estimates.

(d)	Development Stage

The Company has been in the development stage since its formation on February 6, 2012. It has primarily engaged in raising capital to carry out its business plan, as described above. The Company expects to continue to incur significant operating losses and to generate negative cash flow from operating activities while it develops its operating plan. The Company's ability to eliminate operating losses and to generate positive cash flows in the future will depend upon a variety of factors, many of which it is unable to control. If the Company is unable to implement its business plan successfully, it may not be able to eliminate operating losses, generate positive cash flow, or achieve or sustain profitability, which would materially adversely affect its business, operations, and financial results, as well as its ability to make payments on any obligations it may incur.

(e)	Cash and Cash Equivalents

For purposes of the statement of cash flows, the Company considers highly liquid financial instruments purchased with an original maturity of three months or less to be cash equivalents. The Company had $nil cash equivalents at March 31, 2013.

F-6

CELLULAR CONCRETE TECHNOLOGIES, INC.

(A Development Stage Company)

Notes to Financial Statements

(f)	Loss per Common Share

Basic loss per share is calculated using the weighted-average number of common shares outstanding during each reporting period. Diluted per share includes potentially dilutive securities such as outstanding options and warrants, using various methods such as the treasury stock or modified treasury stock method in the determination of dilutive shares outstanding during each reporting period. The Company has incurred a loss during the current period, therefore any potentially dilutive shares are excluded, as they would be anti-dilutive. The Company does not have any potentially dilutive instruments for this reporting period.

(g)	Recent Accounting Pronouncements.

In April 2013, the FASB issued ASU No. 2013-07, Presentation of Financial Statements (Topic 205): Liquidation Basis of Accounting. The objective of ASU No. 2013-07 is to clarify when an entity should apply the liquidation basis of accounting and to provide principles for the measurement of assets and liabilities under the liquidation basis of accounting, as well as any required disclosures. This standard is effective prospectively for entities that determine liquidation is imminent during annual reporting periods beginning after December 15, 2013, and interim reporting periods therein. We are evaluating the effect, if any, adoption of ASU No. 2013-07 will have on our financial statements.

NOTE 2 - GOING CONCERN

The accompanying financial statements have been prepared on a going concern basis, which assumes the Company will realize its assets and discharge its liabilities in the normal course of business. As reflected in the accompanying financial statements, the Company is a development enterprise, has a deficit accumulated during the development stage, used cash from operations since its inception, and has negative working capital at March 31, 2013. The Company’s ability to continue as a going concern is dependent upon its ability to generate future profitable operations and/or to obtain the necessary financing to meet its obligations and repay its liabilities arising from normal business operations when they come due. The Company’s ability to continue as a going concern is also dependent on its ability to find a suitable target company and enter into a possible reverse merger with such company. Management’s plans include obtaining additional funds by equity financing through a reverse merger transaction and/or related party advances; however there is no assurance of additional funding being available. These conditions raise substantial doubt about the Company’s ability to continue as a going concern. The accompanying financial statements do not include any adjustments that might arise as a result of this uncertainty.

NOTE 3 - RELATED PARTY TRANSACTIONS

F-7

CELLULAR CONCRETE TECHNOLOGIES, INC.

(A Development Stage Company)

Notes to Financial Statements

NOTE 3 - RELATED PARTY TRANSACTIONS (continued)

●	Milestone 1 – Company’s right of repurchase will lapse with respect to 60% of the shares upon securing $2.5 million in available cash from funding;
●	Milestone 2 – Company’s right of repurchase will lapse with respect to 40% of the Shares upon securing $5 million in available cash (inclusive of any amounts attributable to Milestone 1);

The Company does not own or lease property or lease office space. The office space used by the Company was arranged by the sole officer and director of the Company to use at no charge.

F-8

CELLULAR CONCRETE TECHNOLOGIES, INC.

(A Development Stage Company)

Notes to Financial Statements

The above amount is not necessarily indicative of the amount that would have been incurred had a comparable transaction been entered into with independent parties.

NOTE 4 - INCOME TAXES

The Company has incurred net operating losses since inception. The Company has not reflected any benefit of such net operating loss carry forward in the financial statements.

In assessing the realization of deferred tax assets, management considers whether it is more likely than not that some portion or all of the deferred tax assets will not be realized. The ultimate realization of deferred tax assets is dependent upon the generation of future taxable income.

Based on the level of historical taxable losses and projections of future taxable income (losses) over the periods in which the deferred tax assets can be realized, management currently believes that it is more likely than not that the Company will not realize the benefits of these deductible differences. Accordingly, the Company has provided a valuation allowance against the gross deferred tax assets as follows:

Gross deferred tax assets	March 31, 2013			March 31, 2012
Valuation allowance	$	10,566		$	1,800
Net deferred tax asset		(10,566	)		(1,800	)
	$	-		$	-

As of March 31, 2013 the Company had a net operating loss carryforward of approximately $10,566 which will begin to expire in the tax year 2028.

Federal tax laws impose significant restrictions on the utilization of net operating loss carryforwards and research and development credits in the event of a change in ownership of the Company, as defined by the Internal Revenue Code Section 382. The Company’s net operating loss carryforwards and research and development credits may be subject to the above limitations.

The relevant FASB standard resulted in no adjustments to the Company’s liability for unrecognized tax benefits. As of the date of adoption and as of March 31, 2013 there were no unrecognizable tax benefits. Accordingly, a tabular reconciliation from beginning to ending periods is not provided. The Company will classify any future interest and penalties as a component of income tax expense if incurred. To date, there have been no interest or penalties charged or accrued in relation to unrecognized tax benefits. The Company is subject to federal and state examinations for the year 2013 forward. There are no tax examinations currently in progress.

F-9

	Cellular Concrete Technologies, Inc.
	100 Pacifica Drive, Suite 130
	Irvine, California 92618
	Attention: Paul Falco
	Facsimile: (949)754-0644 E-mail: stableair@att.net

	If to Licensor:

	Cellular Concrete Technologies, LLC
	100 Pacifica Drive, Suite 130
	Irvine, California 92618
	Attention: Michael Davis
	Facsimile: (949) 754-0644
	E-mail: mike@cctatt.net

/s/ Pail Falco
By: Paul M. Falco, Director



CELLULAR CONCRETE TECHNOLOGY, LLC.

/s/ Michael Davis
By: Michael Davis, Director