-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, RJTLAk8wzdEiSvIsPdHOUxLmzdN5oyTNhOvRYhFEfNiufydE6SOUDDDbPB6r4QH2 na9ClZ08d9gBHanuFFvWDw== 0000939798-09-000039.txt : 20100216 0000939798-09-000039.hdr.sgml : 20100215 20091218140451 ACCESSION NUMBER: 0000939798-09-000039 CONFORMED SUBMISSION TYPE: 10-K/A PUBLIC DOCUMENT COUNT: 4 CONFORMED PERIOD OF REPORT: 20081231 FILED AS OF DATE: 20091218 DATE AS OF CHANGE: 20091224 FILER: COMPANY DATA: COMPANY CONFORMED NAME: CONCRETE CASTING INC CENTRAL INDEX KEY: 0000093205 STANDARD INDUSTRIAL CLASSIFICATION: CONCRETE PRODUCTS, EXCEPT BLOCK & BRICK [3272] IRS NUMBER: 000000000 FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 10-K/A SEC ACT: 1934 Act SEC FILE NUMBER: 000-01900 FILM NUMBER: 091249455 BUSINESS ADDRESS: STREET 1: 8800 N. GAINEY CENTER DR STREET 2: SUITE 256 CITY: SCOTTSDALE STATE: AZ ZIP: 85258 BUSINESS PHONE: 4804430851 MAIL ADDRESS: STREET 1: 8800 N. GAINEY CENTER DR STREET 2: SUITE 256 CITY: SCOTTSDALE STATE: AZ ZIP: 85258 10-K/A 1 concretecastingtenka.htm CONCRETE CASTING 10-K-A 12-31-08 concretecastingtenka.htm
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

FORM 10-K/A
(Amendment No. 1 to Form 10-K for the fiscal year ended December 31, 2008)

[X]
ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

     For the fiscal year ended December 31, 2008

[ ]   TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

     For the transition period from _________ to ____________

     Commission File No. 333-102684
CONCRETE CASTING INCORPORATED
 (Exact name of Registrant as specified in its charter)


NEVADA
87-0451230
(State or other jurisdiction of incorporation or organization)
(I.R.S. Employer Identification)


1225 W. Washington Street, Suite 213, Tempe, AZ
85018
(Address of principal executive offices)
(Zip Code)

Registrant’s telephone number (602) 778-7516

Securities registered pursuant to Section 12(b) of the Act: none

Securities registered pursuant to Section 12 (g) of the Act: 50,000,000 common shares par value $0.001 per share
 
Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act.    Yes   ¨   No  x
 
Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the Act.    Yes   ¨   No  x

Indicate by check mark whether the Registrant (l) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. [ X ] Yes [ ] No

Indicate by check mark if disclosure of delinquent filers pursuant to Item 405 of Regulation S-K is not contained herein, and will not be contained, to the best of registrant’s knowledge, in definitive proxy or information statements incorporated by reference in Part III of this Form 10-K or any amendment to this Form 10-K. [X]

 
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer or a smaller reporting company. See the definitions of “large accelerated filer,” “accelerated filer,” and “smaller reporting company” in Rule 12b-2 of the Exchange Act.
                 
   
Large accelerated filer
 
¨
 
Accelerated filer
 
¨
         
   
Non-accelerated filer
 
¨
 
Smaller reporting company
 
x
 
Indicate by check mark whether the registrant is a shell company (as defined by Rule 12b-2 of the Act).    Yes  x    No  

The aggregate market value of the voting and non-voting common equity held by non-affiliates computed by reference to the price at which the common equity was last sold as of March 10, 2009 is $815,650.

The number of shares of the issuer’s Common Stock outstanding as of March 10, 2009 is 7,012,600.


 
- 1 -

 
PART I
Item 1. Description of Business

GENERAL

Concrete Casting was incorporated on October 28, 1987 pursuant to the laws of the State of Nevada under the name Staco Incorporated. It was organized for the purpose of conducting business as a transfer agent.  This business was unsuccessful as a transfer agent and became inactive. The business remained inactive until 2001 during which time it sought to acquire assets or shares of a business operation that had potential for profit. On November 30, 2001, we acquired certain assets from Mr. Cordell Henrie, a sole proprietor doing business as Concrete Casting. Mr. Henrie became the president of Concrete Casting. We changed our name to Concrete Casting Incorporated on January 17, 2002. The assets included drawings, plans and concepts with respect to the design of replicas of antiquities to be cast in concrete and marketed to the U.S. landscaping market.  From November 30, 2001, through December 31, 2007, our business focus remained concrete products though our emphasis changed from replicas of antiquities to construction applications such as casted window wells and water features for landscaping use.

Due to time demand pressures upon Mr. Henrie from other sources, as of December 31, 2007, he was no longer able to devote the time necessary to our product development and he resigned his officer and director positions.  Since our business development in the concrete casting industry was not sufficiently mature to render us commercially viable in that industry, the decision was made to shut down development of concrete products and discontinue those operations.  We hired Kevin J. Asher as our new president and he is now attempting to locate and acquire new business opportunities.

The selection of a business opportunity in which to participate is complex and risky. Additionally, as Concrete Casting has only limited resources, it may be difficult to find good opportunities. There can be no assurance that Concrete Casting will be able to identify and acquire any business opportunity which will ultimately prove to be beneficial to Concrete Casting and its shareholders.  Concrete Casting will select any potential business opportunity based on management's business judgment.

The activities of Concrete Casting are subject to several significant risks which arise primarily as a result of the fact that Concrete Casting has no specific business and may acquire or participate in a business opportunity based on the decision of management which potentially could act without the consent, vote, or approval of Concrete Casting's shareholders. The risks faced by Concrete Casting are further increased as a result of its lack of resources and its inability to provide a prospective business opportunity with significant capital.

Employees

Concrete Casting has no employees at this time other than Kevin J. Asher, its sole director and officer.

Government Regulations:  There are no specific government regulations, either foreign of domestic that will inhibit IFPG from selling its products around the world.


Not Required.

Item 1B.  Unresolved Staff Comments

Not required because registrant is not an accelerated filer or a large accelerated filer or a well-known seasoned issuer.

Item 2.  Property

Concrete Casting's administrative offices are provided by one of our shareholders.  Without current operations, the space provided is adequate for Concrete Casting's needs.


 
 
- 2 -

 
 
Item 3. Legal Proceedings

None
Item 4. Submission of Matters to a Vote of Security Holders

There were no matters submitted to a vote of the share holders during the fiscal year ended December 31, 2008.
Part II
Item 5. Market for Registrant’s Common Equity and Related Stockholders Matters and Issuer Purchases of Equity Securities

NO PRESENT PUBLIC MARKET

Our common stock is listed on the OTC Electronic Bulletin Board under the symbol CCSG.  However, there has never been any material trading of our shares.  Our symbol was first assigned in fourth quarter of 2006.

OPTION, WARRANTS AND REGISTRATION RIGHTS

We have no outstanding options or warrants to purchase, or securities convertible into, common equity of Concrete Casting. There are no shares Concrete Casting has agreed to register under the Securities Act for sale by security holders.

RULE 144 SHARES

No shares of our common stock are available for resale to the public in accordance with Rule 144 of the Act.

PENNY STOCK RULES

The Securities Exchange Commission has also adopted rules that regulate broker-dealer practices in connection with transactions in penny stocks. Penny stocks are generally equity securities with a price of less than $5.00 (other than securities registered on certain national securities exchanges or quoted on the Nasdaq system, provided that current price and volume information with respect to transactions in such securities is provided by the exchange or system).

The penny stock rules require a broker-dealer, prior to a transaction in a penny stock not otherwise exempt from those rules, deliver a standardized risk disclosure document prepared by the Commission, which:

1  
contains a description of the nature and level of risk in the market for penny stocks in both public offerings and secondary trading;
2  
contains a description of the broker's or dealer's duties to the customer and of the rights and remedies available to the customer with respect to a violation to such duties or other requirements of Securities' laws;
3  
contains a brief, clear, narrative description of a dealer market, including "bid" and "ask" prices for penny stocks and significance of the spread between the "bid" and "ask" price;
4  
contains a toll-free telephone number for inquiries on disciplinary actions;
5  
defines significant terms in the disclosure document or in the conduct of trading in penny stocks; and
6  
contains such other information and is in such form (including language, type, size and format), as the Commission shall require by rule or regulation.

The broker-dealer also must provide, prior to effecting any transaction in a penny stock, the customer:

1  
with bid and offer quotations for the penny stock;
2  
the compensation of the broker-dealer and its salesperson in the transaction;
3  
the number of shares to which such bid and ask prices apply, or other comparable information relating to the depth and liquidity of the market for such stock; and
4  
monthly account statements showing the market value of each penny stock held in the customer's account.

 
- 3 -

 
In addition, the penny stock rules require that prior to a transaction in a penny stock not otherwise exempt from those rules; the broker-dealer must make a special written determination that the penny stock is a suitable investment for the purchaser and receive the purchaser's written acknowledgment of the receipt of a risk disclosure statement, a written agreement to transactions involving penny stocks, and a signed and dated copy of a written suitability statement.  These disclosure requirements will have the effect of reducing the trading activity in the secondary market for our stock because it will be subject to these penny stock rules and because many broker-dealers refuse to enter into penny stock transactions rather than comply with the rules. Therefore, stockholders may have difficulty selling those securities.

HOLDERS OF OUR COMMON STOCK

As of the date of this registration statement, we have 86 registered shareholders.

DIVIDENDS

There are no restrictions in our Articles of Incorporation or bylaws that restrict us from declaring dividends.  The Nevada Revised Statutes, however, do prohibit us from declaring dividends where, after giving effect to the distribution of the dividend:

1.  We would not be able to pay our debts as they become due in the usual course of business; or

2.  Our total assets would be less than the sum of our total liabilities, plus the amount that would be needed to satisfy the rights of shareholders who have preferential rights superior to those receiving the distribution.

We have not declared any dividends. We do not plan to declare any dividends in the foreseeable future.
Item 6. Selected Financial Data.

Not Required.

Item 7. Management’s Discussion and Analysis of Financial Condition and Results of Operations.

THE FOLLOWING PRESENTATION OF OUR MANAGEMENT'S DISCUSSION AND ANALYSIS SHOULD BE READ IN CONJUNCTION WITH THE FINANCIAL STATEMENTS AND OTHER FINANCIAL INFORMATION INCLUDED ELSEWHERE IN THIS REPORT.

A Note about Forward-Looking Statements

This Annual Report on Form 10-K contains "forward-looking statements" within the meaning of the Private Securities Litigation Reform Act of 1995 that are based on current management's expectations. These statements may be identified by their use of words like "plans", "expect", "aim", "believe", "projects", "anticipate", "intend", "estimate", "will", "should", "could" and other expressions that indicate future events and trends. All statements that address expectations or projections about the future, including statements about our business strategy, expenditures, and financial results are forward-looking statements. We believe that the expectations reflected in such forward-looking statements are accurate. However, we cannot assure you that such expectations will occur.

Actual results could differ materially from those in the forward looking statements due to a number of uncertainties including, but not limited to, those discussed in this section. Factors that could cause future results to differ from these expectations include general economic conditions, further changes in our business direction or strategy; competitive factors, oil and gas exploration uncertainties, and an inability to attract, develop, or retain technical, consulting, managerial, agents, or independent contractors. As a result, the identification and interpretation of data and other information and their use in developing and selecting assumptions from and among reasonable alternatives requires the exercise of judgment. To the extent that the assumed events do not occur, the outcome may vary substantially from anticipated or projected results, and accordingly, no opinion is expressed on the achievability of those forward-looking statements. No assurance can be given that any of the assumptions relating to the forward-looking statements specified in the following information are accurate, and we assume no obligation to update any such forward-looking statements. You should not unduly rely on these forward-looking statements, which speak only as of the date of this Annual Report. Except as required by law, we are not obligated to release publicly any revisions to these forward-looking statements to reflect events or circumstances occurring after the date of this report or to reflect the occurrence of unanticipated events.


 
- 4 -

 
Plan of Operations

PLAN OF OPERATIONS

Due to the closure of our business operations on December 31, 2007, our business plan for the next 12 months will be to locate new business opportunities for Concrete Casting.  With the closure of our operations, our overall cash needs should be met with available resources. However, we would probably need additional funds to start a new business. Any business decision will be dictated by the requirement for start up funding and our ability to obtain sufficient funding to launch a new business endeavor.

As of March 10, 2009, we have cash on hand of approximately $27,000 which given current expenditures will see us through to the end of March, 2010. This cash has come from sales of our common stock at the purchase price of $0.25 per share pursuant to a private offering of our shares.  During 2007, pursuant to the private offering we sold 660,000 shares for a total investment proceeds to Concrete Casting of $165,000.  Our current expenditures include primarily the payment of professional fees necessary to keep the corporate structure of Concrete Casting in good standing and to meet the reporting requirements with the Securities and Exchange Commission.

 
Results of Operations for the fiscal years ended December 31, 2008 and 2007.

Net Sales . The Company had no sales for the years ended December 31, 2008 and 2007.
 
Cost of Sales . The Company had no cost of sales for the years ended December 31, 2008 and 2007.

General and Administrative expenses . General and Administrative expenses for the year ended December 31, 2008 was $44,535. Most of the expenses were derived from accounting fees and stock based compensation paid to the Company’s sole employee and officer.  General and Administrative expenses for the year ended December 31, 2007 was $144,964.  The majority of these expenses related to compensation expense paid to the Company’s sole employee and director as well as accounting and professional fees related to the to the Company’s reporting requirements with the Securities and Exchange Commission.



Critical Accounting Policies

The preparation of financial statements and related disclosure in conformity with accounting principles generally accepted in the United States requires us to make judgments, assumptions, and estimates that affect the amounts reported in the financial statements and accompanying notes. Results of operations could be impacted significantly by judgments, assumptions, and estimates used in the preparation of the financial statements and actual results could differ materially from the amounts reported based on these policies.

While we believe that these statements are accurate, our business is dependent upon general economic conditions and various conditions specific to the technological industry. Accordingly, future trends and results cannot be predicted with certainty.
 
Certain Trends and Uncertainties:

Concrete Casting has in the past and may in the future make forward-looking statements. Certain of the statements contained in this document involve risks and uncertainties. The future results of CCSG could differ materially from those statements. Factors that could cause or contribute to such differences include, but are not limited to those discussed in this document. These statements are subject to risks and uncertainties that could cause actual results to differ materially from those predicted. Such risks and uncertainties include, but are not limited to the following:
 
- 5 -

 
CAUTIONARY STATEMENT FOR PURPOSES OF THE "SAFE HARBOR" PROVISIONS OF THE PRIVATE SECURITIES LITIGATION REFORM ACT OF 1995

From time to time, the Company will make written and oral forward-looking statements about matters that involve risk and uncertainties that could cause actual results to differ materially from projected results. Important factors that could cause actual results to differ materially include, among others:
General domestic economic and political conditions

Many of these factors are beyond the Company’s ability to control and predict. Investors are cautioned not to place undue reliance on forward-looking statements. The Company disclaims any intent or obligation to update its forward-looking statements, whether as a result of receiving new information, the occurrence of future events, or otherwise.


 
 
Not Required.

 
- 6 -

 

 
Item 8. Financial Statements

Concrete Casting Incorporated
 
Financial Statements
 
December 31, 2008 and 2007




 
- 7 -

 

Concrete Casting Incorporated
 
Index to the Financial Statements
 
December 31, 2008 and 2007

 


Report of Independent Registered Public Accounting Firm
9
   
Financial Statements of Concrete Casting Incorporated
 
   
Balance Sheets, December 31, 2008 & 2007
10
Statements of Operations For the Years Ended December 31, 2008 and 2007 and From the Date of Inception October 28, 1987
11
Statements of Shareholders’ Equity (Deficit) from the Date of Inception October 28, 1987 through December 31, 2008
12
Statements of Cash Flows For the Years Ended December 31, 2008 and 2007 and From the Date of Inception October 28, 1987 through December 31, 2008
19
   
Notes to the Financial Statements
21


 
- 8 -

 

REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
 



To the Board of Directors
Concrete Casting, Inc.
(A Development Stage Company)
Tempe, Arizona

We have audited the accompanying balance sheets of Concrete Casting, Inc. (a development stage company) as of December 31, 2008 and 2007, and the related statements of operations, stockholders’ equity and cash flows for each of the two years in the period ended December 31, 2008, and from inception of the development stage on October 28, 1987 through December 31, 2008.  These financial statements are the responsibility of the Company’s management.  Our responsibility is to express an opinion on these financial statements based on our audits.

We conducted our audits in accordance with the standards of the Public Company Accounting Oversight Board (United States).  Those standards require that we plan and perform the audits to obtain reasonable assurance about whether the financial statements are free of material misstatement.  An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements.  An audit also includes assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation.  We believe that our audits provide a reasonable basis for our opinion.

In our opinion, the financial statements referred to above present fairly, in all material respects, the financial position of Concrete Casting, Inc. (a development stage company) as of December 31, 2008 and 2007, and the results of its operations and its cash flows for each of the two years in the period ended December 31, 2008, and from inception of the development stage on October 28, 1987 through December 31, 2008, in conformity with U.S. generally accepted accounting principles.

We were not engaged to examine management's assertion about the effectiveness of Concrete Casting Inc.'s (a development stage company) internal control over financial reporting as of December 31, 2008 included in “Management’s Report on Internal Control Over Financial Reporting” and, accordingly, we do not express an opinion thereon.

As discussed in Note 6 to the financial statements, the Company's recurring losses from operations raises substantial doubt about its ability to continue as a going concern. (Management's plans as to these matters are also described in Note 6.)  The 2008 and 2007 financial statements do not include any adjustments that might result from the outcome of this uncertainty.

/s/ HJ & Associates, LLC

HJ & Associates, LLC
Salt Lake City, Utah
March 16, 2009

 
 
- 9 -

 


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

 

 

 

             
ASSETS
 
   
December 31, 2008
   
December 31, 2007
 
             
Current Assets
           
   Cash and cash equivalents
  $ 31,155     $ 44,372  
                 
            Total Current Assets     31,155       44,372  
                 
Property and equipment, net
    -       -  
                 
Assets held for Sale
    -       13,131  
                 
            Total Assets   $ 31,155     $ 57,503  
                 
LIABILITIES AND STOCKHOLDERS' EQUITY
 
Current Liabilities
               
   Accounts payable and accrued expenses
  $ 2,784     $ 6,997  
   Customer deposits
    -       100  
                 
            Total Current Liabilities     2,784       7,097  
                 
Commitments and Contingencies
    -       -  
                 
Stockholders' Equity
               
   Common stock, $.001 par value, 50,000,000 shares authorized,
               
      7,012,600 and  6,962,600 shares issued and outstanding,
    7,013       6,963  
      respectively
               
   Additional paid-in capital
    491,646       469,196  
   Accumulated deficit
    (470,288 )     (425,753 )
                 
            Total Stockholders' Equity     28,371       50,406  
                 
            Total Liabilities and Stockholders' Equity   $ 31,155     $ 57,503  

 
The Accompanying Notes are an Integral
Part of the Financial Statements

 
- 10 -

 
CONCRETE CASTING, INC.
(A Development Stage Company)
STATEMENTS OF OPERATIONS
For the Years Ended December 31, 2008 and 2007 and
From the Date of Inception October 28, 1987 through December 31, 2008
                   
   
2008
   
2007
   
From the Date of Inception, October 28, 1987 through December 31, 2008
 
                   
Revenues
  $ -     $ -     $ -  
 
                       
Cost of Revenues
    -       -       -  
 
                       
Gross Profit (Loss)
    -       -       -  
                         
General and Administrative Expenses
    44,535       -       44,535  
                         
Loss from Operations
    44,535       -       44,535  
                         
Other Expenses - Interest and Miscellaneous
    -       (2,459 )     (18,555 )
                         
 
                       
Loss Before Discontinued Operations
    (44,535 )     (2,459 )     (63,090 )
   and Income Taxes
                       
                         
Discontinued Operations and
                       
   Income Taxes
                       
                         
Loss from discontinued operations (Note 5)
    -       (149,749 )     (407,198 )
                         
Loss Before Income Taxes
    (44,535 )     (152,208 )     (470,288 )
                         
Income Taxes
    -       -       -  
                         
Net Loss
  $ (44,535 )   $ (152,208 )   $ (470,288 )
                         
Basic and Diluted Loss
                       
   per Common Share from Continued Operations (Note 1)
  $ (0.01 )   $ -          
                         
Basic and Diluted Loss
                       
   per Common Share from Discontinued Operations
  $ -     $ (0.02 )        
                         
Weighted Average Common Shares;
                       
   basic and diluted
    7,012,600       6,623,641          


The Accompanying Notes are an Integral
Part of the Financial Statements
 

 
- 11 -

 

CONCRETE CASTING, INC.
(A Development Stage Company)
STATEMENTS OF CHANGES IN STOCKHOLDERS’ EQUITY


                           
Deficit
       
                           
Accumulated
       
               
Additional
   
Stock
   
During the
   
Total
 
   
Common Stock
         
Paid-In
   
Subscription
   
Development
   
Stockholders'
 
   
Shares
   
Amount
   
Capital
   
Payable
   
Stage
   
Equity
 
                                     
Balance at October 28, 1987
    -     $ -     $ -     $ -     $ -     $ -  
                                                 
October 1987:  Common stock offering at $.20/share
    650,000       650       650       -       -       1,300  
                                                 
Net loss for the year ended
                                               
   December 31, 1987
    -       -       -       -       (1,540 )     (1,540 )
                                                 
Balance at December 31, 1987
    650,000       650       650       -       (1,540 )     (240 )
                                                 
Net loss for the year ended
                                               
  December 31, 1988
    -       -       -       -       (241 )     (241 )
                                                 
Balance at December 31, 1988
    650,000       650       650       -       (1,781 )     (481 )
                                                 
Net loss for the year ended
                                               
  December 31, 1989
    -       -       -       -       (41 )     (41 )
                                                 
Balance at December 31, 1989
    650,000       650       650       -       (1,822 )     (522 )
                                                 
Net loss for the year ended
                                               
  December 31, 1990
    -       -       -       -       (741 )     (741 )
                                                 
Balance at December 31, 1990
    650,000       650       650       -       (2,563 )     (1,263 )
                                                 
December 1991:  Common stock offering at $.10/share
    2,600,000       2,600       23,400       -       -       26,000  
                                                 
Net loss for the year ended
                                               
  December 31, 1991
    -       -       -       -       (2,537 )     (2,537 )
                                                 
Balance at December 31, 1991
    3,250,000     $ 3,250     $ 24,050     $ -     $ (5,100 )   $ 22,200  

The Accompanying Notes are an Integral
Part of the Financial Statements
 
 
- 12 -

 

CONCRETE CASTING, INC.
(A Development Stage Company)
STATEMENTS OF CHANGES IN STOCKHOLDERS’ EQUITY (Continued)

 
                           
Deficit
       
                           
Accumulated
       
               
Additional
   
Stock
   
During the
   
Total
 
   
Common Stock
         
Paid-In
   
Subscription
   
Development
   
Stockholders'
 
   
Shares
   
Amount
   
Capital
   
Payable
   
Stage
   
Equity
 
                                     
Balance at December 31, 1991
    3,250,000     $ 3,250     $ 24,050     $ -     $ (5,100 )   $ 22,200  
                                                 
Net loss for the year ended
                                               
   December 31, 1992
    -       -       -       -       (24,190 )     (24,190 )
                                                 
Balance at December 31, 1992
    3,250,000       3,250       24,050       -       (29,290 )     (1,990 )
                                                 
Net loss for the year ended
                                               
  December 31, 1993
    -       -       -       -       (478 )     (478 )
                                                 
Balance at December 31, 1993
    3,250,000       3,250       24,050       -       (29,768 )     (2,468 )
                                                 
Net loss for the year ended
                                               
  December 31, 1994
    -       -       -       -       (2,767 )     (2,767 )
                                                 
Balance at December 31, 1994
    3,250,000       3,250       24,050       -       (32,535 )     (5,235 )
                                                 
Net loss for the year ended
                                               
  December 31, 1995
    -       -       -       -       (3,038 )     (3,038 )
                                                 
Balance at December 31, 1995
    3,250,000     $ 3,250     $ 24,050     $ -     $ (35,573 )   $ (8,273 )


The Accompanying Notes are an Integral
Part of the Financial Statements

 
- 13 -

 
CONCRETE CASTING, INC.
(A Development Stage Company)
STATEMENTS OF CHANGES IN STOCKHOLDERS’ EQUITY (Continued)

 
                           
Deficit
       
                           
Accumulated
       
               
Additional
   
Stock
   
During the
   
Total
 
   
Common Stock
         
Paid-In
   
Subscription
   
Development
   
Stockholders'
 
   
Shares
   
Amount
   
Capital
   
Payable
   
Stage
   
Equity
 
                                     
Balance at December 31, 1995
    3,250,000     $ 3,250     $ 24,050     $ -     $ (35,573 )   $ (8,273 )
                                                 
July 1996:  Common stock issued for
                                               
   forgiveness of debt at $.078/share
    150,000       150       11,601       -       -       11,751  
                                                 
July 1996:  Common stock issued for
                                               
   services at $.08/share
    120,000       120       9,480       -       -       9,600  
                                                 
Net loss for the year ended
                                               
  December 31, 1996
    -       -       -       -       (13,751 )     (13,751 )
                                                 
Balance at December 31, 1996
    3,520,000       3,520       45,131       -       (49,324 )     (673 )
                                                 
Expenses paid on behalf of
                                               
   Company by shareholder
    -       -       47       -       -       47  
                                                 
Net loss for the year ended
                                               
  December 31, 1997
    -       -       -       -       (424 )     (424 )
                                                 
Balance at December 31, 1997
    3,520,000     $ 3,520     $ 45,178     $ -     $ (49,748 )   $ (1,050 )

The Accompanying Notes are an Integral
Part of the Financial Statements
 
 
- 14 -

 

CONCRETE CASTING, INC.
(A Development Stage Company)
STATEMENTS OF CHANGES IN STOCKHOLDERS’ EQUITY (Continued)
                           
Deficit
       
                           
Accumulated
       
               
Additional
   
Stock
   
During the
   
Total
 
   
Common Stock
         
Paid-In
   
Subscription
   
Development
   
Stockholders'
 
   
Shares
   
Amount
   
Capital
   
Payable
   
Stage
   
Equity
 
                                     
Balance at December 31, 1997
    3,520,000     $ 3,520     $ 45,178     $ -     $ (49,748 )   $ (1,050 )
                                                 
July 1998:  Common stock issued for
                                               
   services at $.05/share
    100,000       100       4,900       -       -       5,000  
                                                 
Net loss for the year ended
                                               
  December 31, 1998
    -       -       -       -       (4,494 )     (4,494 )
                                                 
Balance at December 31, 1998
    3,620,000       3,620       50,078       -       (54,242 )     (544 )
                                                 
January 1999:  Common stock issued
                                               
   for services at $.10/share
    40,000       40       360       -       -       400  
                                                 
Net loss for the year ended
                                               
  December 31, 1999
    -       -       -       -       (603 )     (603 )
                                                 
Balance at December 31, 1999
    3,660,000       3,660       50,438       -       (54,845 )     (747 )
                                                 
Net loss for the year ended
                                               
  December 31, 2000
    -       -       -       -       (16,159 )     (16,159 )
                                                 
Balance at December 31, 2000
    3,660,000     $ 3,660     $ 50,438     $ -     $ (71,004 )   $ (16,906 )

The Accompanying Notes are an Integral
Part of the Financial Statements
 
 
- 15 -

 
CONCRETE CASTING, INC.
(A Development Stage Company)
STATEMENTS OF CHANGES IN STOCKHOLDERS’ EQUITY (Continued)
                           
Deficit
       
                           
Accumulated
       
               
Additional
   
Stock
   
During the
   
Total
 
   
Common Stock
         
Paid-In
   
Subscription
   
Development
   
Stockholders'
 
   
Shares
   
Amount
   
Capital
   
Payable
   
Stage
   
Equity
 
                                     
Balance at December 31, 2000
    3,660,000     $ 3,660     $ 50,438     $ -     $ (71,004 )   $ (16,906 )
                                                 
November 2001:  Common stock issued to acquire
                                               
   assets of Concrete Casting, Inc. at $.001/share
    2,000,000       2,000       -       -       -       2,000  
                                                 
Net loss for the year ended
                                               
  December 31, 2001
    -       -       -       -       (10,966 )     (10,966 )
                                                 
Balance at December 31, 2001
    5,660,000       5,660       50,438       -       (81,970 )     (25,872 )
                                                 
Contributed Services
    -       -       11,500       -       -       11,500  
                                                 
Net loss for the year ended
                                               
  December 31, 2002
    -       -       -       -       (19,173 )     (19,173 )
                                                 
Balance at December 31, 2002
    5,660,000       5,660       61,938       -       (101,143 )     (33,545 )
                                                 
Contributed Services
    -       -       14,462       -       -       14,462  
                                                 
Net loss for the year ended
                                               
  December 31, 2003
    -       -       -       -       (23,453 )     (23,453 )
                                                 
Balance at December 31, 2003
    5,660,000       5,660       76,400       -       (124,596 )     (42,536 )
                                                 
Contributed Services
    -       -       19,573       -       -       19,573  
                                                 
Net loss for the year ended
                                               
  December 31, 2004
    -       -       -       -       (30,021 )     (30,021 )
                                                 
Balance at December 31, 2004
    5,660,000     $ 5,660     $ 95,973     $ -     $ (154,617 )   $ (52,984 )

The Accompanying Notes are an Integral
Part of the Financial Statements
 
 
- 16 -

 
CONCRETE CASTING, INC.
(A Development Stage Company)
STATEMENTS OF CHANGES IN STOCKHOLDERS’ EQUITY (Continued)
                           
Deficit
       
                           
Accumulated
       
               
Additional
   
Stock
   
During the
   
Total
 
   
Common Stock
         
Paid-In
   
Subscription
   
Development
   
Stockholders'
 
   
Shares
   
Amount
   
Capital
   
Payable
   
Stage
   
Equity
 
                                     
Balance at December 31, 2004
    5,660,000     $ 5,660     $ 95,973     $ -     $ (154,617 )   $ (52,984 )
                                                 
September through December 2005:
                                               
Common stock offering at $.25/share
    114,600       115       28,535       (8,400 )     -       20,250  
                                                 
Contributed Services
    -       -       19,428       -       -       19,428  
                                                 
Net loss for the year ended
                                               
  December 31, 2005
    -       -       -       -       (38,018 )     (38,018 )
                                                 
Balance at December 31, 2005
    5,774,600       5,775       143,936       (8,400 )     (192,635 )     (51,324 )
                                                 
Stock subscription paid
    -       -       -       8,400       -       8,400  
                                                 
Contributed Services
    -       -       29,447       -       -       29,447  
                                                 
July 2006:  Common stock issued for service at $.25/share
    30,000       30       7,470       -       -       7,500  
                                                 
January through December 2006:
                                               
Common stock offering at $.25/share
    498,000       498       124,003       -       -       124,501  
                                                 
Net loss for the year ended
                                               
  December 31, 2006
    -       -       -       -       (80,910 )     (80,910 )
                                                 
Balance at December 31, 2006
    6,302,600     $ 6,303     $ 304,856     $ -     $ (273,545 )   $ 37,614  

The Accompanying Notes are an Integral
Part of the Financial Statements

 
- 17 -

 

CONCRETE CASTING, INC.
(A Development Stage Company)
STATEMENTS OF CHANGES IN STOCKHOLDERS’ EQUITY (Continued)
                           
Deficit
       
                           
Accumulated
       
               
Additional
   
Stock
   
During the
   
Total
 
   
Common Stock
         
Paid-In
   
Subscription
   
Development
   
Stockholders'
 
   
Shares
   
Amount
   
Capital
   
Payable
   
Stage
   
Equity
 
                                     
Balance at December 31, 2006
    6,302,600     $ 6,303     $ 304,856     $ -     $ (273,545 )   $ 37,614  
                                                 
June through September 2007:
                                               
Common stock offering at $.25/share
    660,000       660       164,340       -       -       165,000  
                                                 
Net loss for the year ended
                                               
  December 31, 2007
    -       -       -       -       (152,208 )     (152,208 )
                                                 
Balance at December 31, 2007
    6,962,600       6,963       469,196       -       (425,753 )     50,406  
                                                 
Stock for Services
    50,000       50       22,450       -       -       22,500  
                                                 
Net loss for the year ended
                                               
  December 31, 2008
    -       -       -       -       (44,535 )     (44,535 )
                                                 
Balance at December 31, 2008
    7,012,600     $ 7,013     $ 491,646     $ -     $ (470,288 )   $ 28,371  

The Accompanying Notes are an Integral
Part of the Financial Statements
 
 
- 18 -

 

CONCRETE CASTING, INC.
(A Development Stage Company)
STATEMENTS OF CASH FLOWS
For the Years Ended December 31, 2008 and 2007 and
From the Date of Inception October 28, 1987 through December 31, 2008
   
2008
   
2007
   
From the date of Inception, October 28, 1987 through December 31, 2008
 
                   
                   
Cash flows from operating activities:
       
 
       
            Net Loss   $ (44,535 )   $ (152,208 )   $ (470,288 )
                         
Adjustments to reconcile net loss
                       
   to net cash provided (used) by
                       
     operating activities:
                       
            Loss on impairment of assets     -       -       2,000  
            Loss on disposal of assets     -       4,785       4,785  
            Stock issued for forgiveness of debt     -       -       11,751  
            Expenses paid on behalf of the Company     -       -       47  
            Stock issued for services     -       -       17,100  
            Contributed Services     22,500       -       116,910  
            Depreciation     -       3,827       8,162  
                         
Changes in assets and liabilities:
                    -  
            (Increase) decrease in assets held for sale     13,131       (13,131 )     -  
            (Increase) decrease in organization costs     -       -       (203 )
            Increase (decrease) in accounts payable     (4,313 )     4,887       2,784  
            Increase (decrease) in accounts payable - related party     -       (45,688 )     -  
Increase (decrease) in accrued expenses
    -       (14,265 )     -  
                         
Net cash used by operating activities
    (13,217 )     (211,793 )     (306,952 )
                         
Cash flows from investing activities:
                       
Purchase of fixed assets
    -       (2,269 )     (2,269 )
Purchase of leasehold improvements
    -       -       (10,474 )
                         
Net cash used by investing activities
    -       (2,269 )     (12,743 )
                         
Cash flows from financing activities:
                       
Proceeds from equity issuances
    -       165,000       350,850  
                         
Net cash provided by financing activities
    -       165,000       350,850  
                         
Net increase (decrease) in cash and cash equivalents
    (13,217 )     (49,062 )     31,155  
                         
Cash and cash equivalents at beginning of year
    44,372       93,434       -  
                         
Cash and cash equivalents at end of year
  $ 31,155     $ 44,372     $ 31,155  

The Accompanying Notes are an Integral
Part of the Financial Statements
 

 
- 19 -

 

CONCRETE CASTING, INC.
(A Development Stage Company)
STATEMENTS OF CASH FLOWS
For the Years Ended December 31, 2008 and 2007 and
From the Date of Inception October 28, 1987 through December 31, 2008

 
   
2008
   
2007
   
From the Date of Inception, October 28, 1987 through December 31, 2008
 
                   
Supplemental disclosure of cash flow information:
                 
 
       
 
       
Cash paid during the year for:
                 
   Interest
  $ -     $ 16,724     $ -  
   Taxes
  $ -     $ -     $ -  
                         
Non-cash investing and financing activities:
                       
   Equity issued for services
  $ -     $ -     $ 17,100  
   Equity issued for assets
  $ -     $ -     $ 2,000  
   Contributed services
  $ 22,500     $ -     $ 116,910  

The Accompanying Notes are an Integral
Part of the Financial Statements
 
 
- 20 -

 
CONCRETE CASTING, INC.
(A Development Stage Company)
NOTES TO FINANCIAL STATEMENTS
December 31, 2008 and 2007


Note 1
Summary of Significant Accounting Policies, Nature of Operations and Use of Estimates

Organization and History

Concrete Casting Incorporated (formerly Staco Incorporated) (the Company) was organized under the laws of the State of Nevada on October 28, 1987.  The Company was organized for the purpose of pursing the business of stock transfer and register agent and conducted limited activity until operations ceased.  The business remained inactive until 2001 during which time it sought new business opportunities.  On November 30, 2001, the Company acquired certain assets from Mr. Cordell Henrie, a sole proprietor doing business as Concrete Casting. Mr. Henrie became the president of the Company.  The Company changed its name to Concrete Casting Incorporated on January 17, 2002. The assets included drawings, plans and concepts with respect to the design of products to be cast out of concrete.  The Company pursued the development of its concrete casting assets but never generated significant revenues.  On December 31, 2007, Mr. Henrie resigned as an officer and a director of the Company to pursue other interests and the Company has discontinued its concrete casting operations.  The Company has retained the services of Kevin J. Asher to serve as its sole officer and director.  Mr. Asher is seeking to acquire new business opportunities for the Company.  The Company is classified as a development stage company as defined in SFAS No. 7.

 
Use of Estimates

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

Cash and Cash Equivalents

For financial accounting purposes, cash and cash equivalents are considered to be all highly liquid investments purchased with an initial maturity of three (3) months or less.

Assets Held for Sale

During the year ended December 31, 2007 the company purchased inventory for use in its concrete casting operation.  In association with the Company ceasing its operating business, $13,131 of inventory has been reclassified as assets held for sale.  As of December 31, 2008 the Company has sold all of the assets held for sale at cost.  As such no gain or loss will be recognized on the sale.

Property and Equipment

Property and equipment are recorded at cost. Depreciation is provided for on the straight-line method over the estimated useful lives of the assets.  The average lives range from three (3) to five (5) years. Leasehold improvements are amortized on the straight-line method over the lesser of the lease term or the useful life. Maintenance and repairs that neither materially add to the value of the property nor appreciably prolong its life are charged to expense as incurred.  Betterments or renewals are capitalized when incurred.   As of December 31, 2007 the Company has discontinued its operations.  As a result of this the company has written off the value of its leasehold improvements as they were linked to an operating lease that was cancelled as of that date.  The Company also abandoned equipment purchased during the year ended December 31, 2007 as it was linked to the concrete casting operations and was determined to have no value.  The depreciated value of the leasehold improvements and equipment was $4,785 prior to the abandonment of these assets.  The Company has recognized a loss on disposal of its fixed assets of $4,785 for the year ended December 31, 2007.  This amount is included in the loss from discontinued operations.

For the year ended December 31, 2007, depreciation expense was $3,827.

 
- 21 -

 

 
Note 1
Summary of Significant Accounting Policies, Nature of Operations and Use of Estimates (Continued)

Income Taxes

The Company’s tax position taken in prior years for deferred income taxes have been provided by temporary differences between the carrying amounts of assets and liabilities for financial reporting purposes and the amounts used for tax purposes. To the extent allowed by GAAP, we provide valuation allowances against the deferred tax assets for amounts when the realization is uncertain. Management reviews these items regularly in light of changes in tax laws and court rulings at both federal and state levels.

The Company has adopted the provisions of FASB interpretation No. 48, Accounting for Uncertainty in Income Taxes, on July 1, 2007.

The Company files income tax returns in the U.S. federal jurisdiction, and the state of Colorado.  With few exceptions, the Company is no longer subject to U.S. federal, state and local, or non-U.S. income tax examinations by tax authorities for years before 2004. Interest and penalties associated with unrecognized tax benefits are classified as additional income taxes in the statement of income.

Deferred income taxes are provided using the liability method whereby deferred tax assets are recognized for deductible temporary differences and operating loss and tax credit carryforwards and deferred tax liabilities are recognized for taxable temporary differences.  Temporary differences are the differences between the reported amounts of assets and liabilities and their tax bases.  Deferred tax assets are reduced by a valuation allowance when, in the opinion of management, it is more likely than not that some portion or all of the deferred tax assets will not be realized.  Deferred tax assets and liabilities are adjusted for the effects of the changes in tax laws and rates of the date of enactment.

When tax returns are filed, it is highly certain that some positions taken would be sustained upon examination by the taxing authorities, while others are subject to uncertainty about the merits of the position taken or the amount of the position that would be ultimately sustained.  The benefit of a tax position is recognized in the financial statements in the period during which, based on all available evidence, management believes it is more likely than not that the position will be sustained upon examination, including the resolution of appeals or litigation processes, if any.  Tax positions taken are not offset or aggregated with other positions.  Tax positions that meet the more-likely-than-not recognition threshold are measured as the largest amount of tax benefit that is more than 50 percent likely of being realized upon settlement with the applicable taxing authority.  The portion of the benefits associated with tax positions taken that exceeds the amount measured as described above is reflected as a liability for unrecognized tax benefits in the accompanying balance sheet along with any associated interest and penalties that would be payable to the taxing authorities upon examination. Interest and penalties associated with unrecognized tax benefits are classified as additional income taxes in the statement of income.

As of December 31, 2008 the Company has not filed federal or Utah income tax returns for the years ended December 31, 2007, 2006 or 2005.  Due to losses for those periods the Company does not believe it has any tax liability related to those tax years.


 
- 22 -

 


 
Note 1
Summary of Significant Accounting Policies, Nature of Operations and Use of Estimates (Continued)


Basic Loss per Common Share

Basic loss per common share is computed based on weighted average shares outstanding and excludes any potential dilution from stock options, warrants and other common stock equivalents. Basic net loss per common share is computed by dividing loss available to common shareholders by the weighted average number of common shares outstanding for the period.
   
2008
   
2007
 
             
Loss available to common stockholders
  $ (44,535 )   $ (152,208 )
                 
Weighted average number of common shares
               
   used in basic earnings per share
    7,012,600       6,623,641  
                 
Basic weighted average loss per share
  $ (0.01 )   $ (0.02 )


Revenue Recognition and Deferred Revenue
 
The Company recognizes revenue when products are paid for and goods have been delivered.  To date the Company had no revenue and is still in the development stage.  As of December 31, 2007, the Company has ceased all operations.

Concentration

For the year ended December 31, 2008 and 2007, the Company did not have any revenues from business operations.

Pending Accounting Pronouncements

 In December 2007, the FASB issued Statement No. 141R, “Business Combinations” (“SFAS 141R”). SFAS 141R requires an acquirer to recognize the assets acquired, the liabilities assumed, and any non-controlling interest in the acquired business at the acquisition date, measured at their full fair values as of that date. SFAS 141R is effective for business combinations occurring after December 31, 2008. The Company does not expect EITF 06-11 will have a material impact on its financial statements.

In December 2007, the FASB issued SFAS No. 160, “Noncontrolling Interests in Consolidated Financial Statements — an amendment of ARB No. 51” (“SFAS 160”). SFAS 160 establishes accounting and reporting standards that require (i) noncontrolling interests to be reported as a component of equity, (ii) changes in a parent’s ownership interest while the parent retains its controlling interest to be accounted for as equity transactions, and (iii) any retained noncontrolling equity investment upon the deconsolidation of a subsidiary to be initially measured at fair value. SFAS 160 is effective for fiscal years and interim periods within those fiscal years, beginning on or after December 15, 2008, with early adoption prohibited. The Company does not expect the adoption of SFAS 160 to have a material effect on its financial position or results of operations.


 
- 23 -

 
 
Note 1
Summary of Significant Accounting Policies, Nature of Operations and Use of Estimates (Continued)


In March 2008, the FASB issued SFAS No. 161, “Disclosures about Derivative Instruments and Hedging Activities,” or SFAS No. 161. SFAS No. 161 is intended to improve financial reporting about derivative instruments and hedging activities by requiring enhanced disclosures to enable investors to better understand their effects on an entity’s financial position, financial performance, and cash flows. It is effective for financial statements issued for fiscal years and interim periods beginning after November 15, 2008, with early application encouraged. The Company does not expect SFAS No. 161 to have a material impact on its financial statements.

In April 2008, the FASB issued FSP 142-3, “Determination of the Useful Life of Intangible Assets” (“FSP 142-3”). FSP 142-3 amends the factors that should be considered in developing renewal or extension assumptions used to determine the useful life of a recognized intangible asset under SFAS No. 142, “Goodwill and Other Intangible Assets.” FSP 142-3 is effective for fiscal years beginning after December 15, 2008. The Company is currently assessing the impact of FSP 142-3 on its financial position and results of operations.

In May 2008, the FASB issued SFAS No. 162, “The Hierarchy of Generally Accepted Accounting Principles” (“SFAS 162”). SFAS 162 identifies the sources of accounting principles and the framework for selecting the principles used in the preparation of financial statements. SFAS 162 is effective 60 days following the SEC’s approval of the Public Company Accounting Oversight Board amendments to AU Section 411, “The Meaning of Present Fairly in Conformity with Generally Accepted Accounting Principles.” The implementation of this standard will not have a material impact on our financial position and results of operations.

Related Party Transactions

Management Compensation - On September 1, 2005 the Company entered into a Consulting Agreement with one of its officers whereby the officer agreed to provide consulting services as directed by the Company’s board of directors including, but not limited to, the casting of concrete products, the supervision of any personnel hired for the purposes of casting concrete products, and consultation on other matters in regards to developing and promoting the business enterprises of the Company. The officer was considered an independent contractor. The Agreement called for monthly payments of $700 over a period of three years, and was renewable thereafter on a month-to-month basis. During the year ended December 31, 2007, the Company paid the officer $8,400 under the Agreement.  As of December 31, 2007, that officer resigned his positions.  During the year ended December 31, 2007, an attorney was paid $109,600.  During the year ended December 31, 2008, the Company issued 50,000 shares of its common stock to Kevin Asher.  Kevin Asher was the Company’s sole director and officer during that period.

Shop Facilities - On September 1, 2005 the Company entered into a Lease Agreement with one of its officers whereby the Company agreed to lease a building owned by the officer to be used by the Company for shop and warehouse purposes. The term of the Agreement was for three years and called for a monthly payment of $300.  During the year ended December 31, 2007, the Company paid the officer $3,600.  The lease was terminated on December 31, 2007.


 
- 24 -

 
Note 2
Common Stock Transactions


During the year ended December 31, 2008, the Company issued 50,000 shares of common stock as compensation to its CEO.  The Company valued the stock at its current trading value of $.45 resulting in compensation expense of $22,500.

During the year ended December 31, 2007 the Company accepted subscriptions from 12 persons for the purchase of a total of 660,000 shares of common stock at a price of $0.25 per share for total proceeds to the Company of $165,000.

Note 3
Commitments and Contingencies


During the year ended December 31, 2007 the Company had a non-cancellable operating lease for its facilities and was to expire August 31, 2008. Although the lease was classified as non-cancellable, the lessor agreed to allow the company to cancel the lease as of December 31, 2007. The lease agreement required a monthly payment of $300. Rent expense for the year ended December 31, 2007 was $3,600.

Note 4
Provision for Income Taxes

Deferred taxes are provided on a liability method whereby deferred tax assets are recognized for deductible temporary differences and operating loss and tax credit carry-forwards and deferred tax liabilities are recognized for taxable temporary differences. Temporary differences are the differences between the reported amounts of assets and liabilities and their tax bases.  Deferred tax assets are reduced by a valuation allowance when, in the opinion of management, it is more likely than not that some portion or all of the deferred tax assets will not be realized.  Deferred tax assets and liabilities are adjusted for the effects of changes in tax laws and rates on the date of enactment.

   Net deferred tax assets consist of the following components as of December 31, 2008 and 2007:
Deferred tax assets:
 
2008
   
2007
 
             
NOL Carryover
  $ 139,456     $ 131,288  
Related Party Accruals
    -       -  
Depreciation
    -       -  
Deferred tax liabilities
    -       -  
                 
Less:  Valuation Allowance
    (139,456 )     (131,288 )
                 
Net Deferred Tax Asset
  $ -     $ -  


 
- 25 -

 

Note 4
Provision for Income Taxes (Continued)

The income tax provision differs from the amount of income tax determined by applying the U.S. federal and state income tax rates of 39% to pretax income from continuing operations for the years ended December 31, 2008 and 2007 due to the following:  
   
2008
   
2007
 
             
Book Loss
  $ (17,373 )     (31,555 )
Contributed Services
    8,775       11,484  
Services
    -       2,925  
Other
    -       70  
State Taxes
    -       818  
                 
Less:  Valuation Allowance
    8,598       16,258  
                 
Net Deferred Tax Asset
  $ -     $ -  

At December 31, 2008, the Company had net operating loss carry-forwards of approximately $358,000 that may be offset against future taxable income from the year 2008 through 2028.  No tax benefit has been reported in the December 31, 2008 financial statements since the potential tax benefit is offset by a valuation allowance of the same amount.

Due to the change in ownership provisions of the Tax Reform Act of 1986, net operating loss carry-forwards for Federal income tax reporting purposes are subject to annual limitations.  Should a change in ownership occur, net operating loss carry-forwards may be limited as to use in future years.


 
- 26 -

 


Note 5
Discontinued Operations

On December 31, 2007, the Company decided to cease its operating business. In accordance with FASB Statement No. 144, the Company has classified all prior operations with the exception of interest expense as discontinued operations and has restated all prior income statements. No income tax benefit has been attributed to the transactions.

A summary of the Discontinued Operations are as follows:

 
   
2007
   
From the Date of Inception, October 28, 1987 through December 31, 2007
 
             
Revenues
  $ -     $ 1,450  
                 
Cost of Revenues
    -       1,283  
                 
Gross Profit (Loss)
    -       167  
                 
General and Administrative Expenses
    144,964       400,580  
Loss on Impairment of Asset
    -       2,000  
                 
Loss from Operations
    (144,964 )     (402,413 )
                 
Other Income (Expense)
    -       -  
                 
Loss on Disposal of Assets
    (4,785 )     (4,785 )
                 
Total Other Income (Expense)
    (4,785 )     (4,785 )
                 
Net Loss
  $ (149,749 )   $ (407,198 )

 
 
- 27 -

 

Note 6
Going Concern

The Company’s financial statements are prepared using generally accepted accounting principles applicable to a going concern which contemplates the realization of assets and liquidation of liabilities in the normal course of business. However, the Company has had no significant operations since inception.  These factors create uncertainty about the Company’s ability to continue as a going concern. The ability of the Company to continue as a going concern is dependent on the Company obtaining adequate capital to fund operating losses until it becomes profitable. If the Company is unable to obtain adequate capital, it could be forced to cease operations.

The ability of the Company to continue as a going concern is also dependent upon its ability to successfully raise any necessary additional funds not provided by operations through additional sale of its common stock. The accompanying financial statements do not include any adjustments that might be necessary if the Company is unable to continue as a going concern.


 
- 28 -

 

Item 9. Changes in and Disagreements with Accountants on Accounting and Financial Disclosure

None
Item 9A. Controls and Procedures.


We conducted an evaluation under the supervision and with the participation of our management, including our Chief Executive Officer and Chief Financial Officer, of the effectiveness of the design and operation of our disclosure controls and procedures. The term “disclosure controls and procedures,” as defined in Rules 13a-15(e) and 15d-15(e) under the Securities and Exchange Act of 1934, as amended (“Exchange Act”), means controls and other procedures of a company that are designed to ensure that information required to be disclosed by the company in the reports it files or submits under the Exchange Act is recorded, processed, summarized and reported, within the time periods specified in the Securities and Exchange Commission's rules and forms. Disclosure controls and procedures also include, without limitation, controls and procedures designed to ensure that information required to be disclosed by a company in the reports that it files or submits under the Exchange Act is accumulated and communicated to the company's management, including its principal executive and principal financial officers, or persons performing similar functions, as appropriate, to allow timely decisions regarding required disclosure. Based on this evaluation, our Chief Executive Officer and Chief Financial Officer concluded as of December 31, 2008 that our disclosure controls and procedures were not effective at the reasonable assurance level due to the material weaknesses in our internal controls over financial reporting discussed immediately below.
 

 Management’s Report on Internal Control Over Financial Reporting
 

Our management is responsible for establishing and maintaining adequate internal control over financial reporting as defined in Rules 13a-15(f) and 15d-15(f) under the Exchange Act. Our internal control over financial reporting is designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles. Our internal control over financial reporting includes those policies and procedures that: 
 
(1) pertain to the maintenance of records that in reasonable detail accurately and fairly reflect the transactions and dispositions of our assets; 
 
(2) provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with U.S. GAAP, and that our receipts and expenditures are being made only in accordance with the authorization of our management and directors; and 
 
(3) provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use or disposition of our assets that could have a material effect on the financial statements. 
 
Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements. Also, projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate.  
 
Management assessed the effectiveness of our internal control over financial reporting as of December 31, 2008 and concluded that our internal control over financial reporting was not effective at the reasonable assurance level due to the material weaknesses identified below. This annual report does not include an attestation report of our registered public accounting firm regarding internal control over financial reporting. Management's report was not subject to attestation by our registered public accounting firm pursuant to temporary rules of the Securities and Exchange Commission that permits us to provide only management's report in this annual report.
 

Identified Material Weaknesses
 
A material weakness is a control deficiency, or combination of control deficiencies, that results in more than a remote likelihood that a material misstatement of the financial statements will not be prevented or detected.


 
- 29 -

 


 Management identified the following internal control deficiencies during its assessment of our internal control over financial reporting as of December 31, 2008:
 
 
1.
We did not maintain proper segregation of duties as it applies to accounting transactions.
 

Management’s Remediation Initiatives

We are in the process of evaluating our material deficiencies. We have already begun to remediate many of the deficiencies. However, others will require additional people, including adding to our board of directors, which will take longer to remediate.
 
In an effort to remediate the identified material weaknesses and other deficiencies and enhance our internal controls, we have initiated, or plan to initiate, the following series of measures:
 
 
1.
Name an additional officer to approve and initiate financial transactions.

Additionally, we plan to test our updated controls and remediate our deficiencies by December 31, 2009.
 
Conclusion
The above identified material weaknesses did not result in material audit adjustments to our 2008 financial statements. However, it is reasonably possible that, if not remediated, one or more of the identified material weaknesses noted above, could result in a material misstatement in our reported financial statements that might result in a material misstatement in a future annual or interim period.
 
In light of the identified material weaknesses, management performed (1) additional substantive review of those areas described above, and  (2) performed additional analyses, including but not limited to a detailed balance sheet and statement of operations analytical review that compared changes from the prior period’s financial statements and analyzed all significant differences. These procedures were completed so management could gain assurance that the financial statements and schedules included in this Form 10-K fairly present in all material respects the financial position, results of operations and cash flows for the periods presented.

Changes in Internal Control over Financial Reporting

The changes noted above, are the only changes during our most recently completed fiscal quarter that have materially affected or are reasonably likely to materially affect, our internal control over financial reporting, as defined in Rules 13a-15(f) and 15d-15(f) under the exchange Act.

We have had no disagreements with our accountants on accounting or financial disclosures.

ITEM 9B. OTHER INFORMATION

None
PART III
Item 10. Directors, Executive Officers and Corporate Governance

The following table sets forth the names, ages, and positions with IFPG for each of the directors and officers of IFPG.
Name
Age Position (1)
   
Kevin J. Asher
            32
Chairman, CEO, CFO, Secretary, Treasurer and Director since 2008
 
   

(1) All executive officers are elected by the Board and hold office until the next Annual Meeting of shareholders and until their successors are elected and agree to serve.
 
Effective January 1, 2008, Kevin J. Asher was elected a director and to the following officer positions of Concrete Casting Incorporated: President, Secretary, Treasurer, Chief Executive Officer, Chief Financial Officer, and Chief Accounting Officer.  The election of Mr. Asher was to fill the vacancies created by the resignation of Cordell Henrie, which took effect on December 31, 2007.
 

 
- 30 -

 

Section 16(A) Beneficial Ownership Reporting Compliance

The following persons have failed to file, on a timely basis, the identified reports required by Section 16(a) of the Exchange Act during the most recent fiscal year:

Name and principal
position
 
Number of
late reports
Transactions not
timely reported
Known failures to
file a required
form
Kevin J. Asher, CEO, CFO, Sole Director
0
0
0
Item 11. Executive Compensation

The following table sets forth certain information as to our officers and directors.
Summary Compensation Table

Name and principal position
Year
Salary ($)
Stock Awards ($)
Total ($)
Kevin J. Asher, CEO, CFO, Sole Director
2006
2007
2008
0
0
0
0
0
22,500
0
0
22,500




 
- 31 -

 

 
Item 12. Security Ownership of Certain Beneficial Owners and Management


 
Common
Percent of
Name and Address
Shares
Class (1)
     
Kevin J. Asher
50,000
0.7%
2116 E. Beautiful Lane
   
Phoenix, Arizona  85042
   
     
Thomas E. Hofer Estate
750,000
10.7%
P.O. Box 3431
   
Carefree, Arizona  85377
   
     
Jeff W. Holmes
2,900,000
41.4%
8555 East Voltaire Ave.
   
Scottsdale, Arizona  85260
   
     
All executive officers and directors
50,000
0.7%
as a group (one)
   

Item 13. Certain Relationships and Related Transactions

There have been no transactions by the company within last two years where either the company as an issuer, or a director, officer or shareholder of the company, had an indirect or direct interest.



 
- 32 -

 

 
PART IV

Item 14. Principal Accountant Fees and Services

Audit Fees. The aggregate fees billed by our auditors for professional services rendered in connection with the audit of our annual financial statements for the fiscal year ended December 31, 2008 and 2007 was approximately $14,000 and 17,400 respectively.

Audit-related Fees. Our auditors did not bill any additional fees for assurance and related services that are reasonably related to the performance of the audit or review of our financial statements.

Tax Fees. The aggregate fees billed by our auditors for professional services for tax compliance, tax advice, and tax planning were $0 and $0 for the fiscal years ended December 31, 2008 and 2007

All other Fees. The aggregate fees billed by our auditors for all other non-audit services, such as attending meetings and other miscellaneous financial consulting, for the fiscal years ended December 31, 2008 and 2007 were $0 and $0 respectively.

Item 15. Exhibits

Exhibits

   
31.1
Certification of CEO and CFO pursuant to Securities Exchange Act rules 13a-15 and 15d-15(c) as adopted pursuant to section 302 of the Sarbanes-Oxley act of 2002.
   
   
32.1
Certification of CEO and CFO pursuant to 18 U.S.C. section 1350, as adopted pursuant to section 906 of the Sarbanes-Oxley act of 2002.
   
   




 
- 33 -

 

 

SIGNATURES


In accordance with Section 13 or 15(d) of the Exchange Act, the registrant caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.


CONCRETE CASTING INCORPORATED


By: /s/ Kevin J. Asher
-----------------------------------------------------
Kevin J. Asher, Chief Executive Officer

Date: December 18, 2009

In accordance with the Securities Exchange Act, this report has been signed below by the following persons on behalf of the registrant and in the capacities and on the dates indicated.


By: /s/ Kevin J. Asher
-----------------------------------------
Kevin J. Asher, Director and
Principal Executive Officer
Principal Financial Officer



 
- 34 -

 

EX-31.1 2 exhibitthirtyone.htm EX 31.1 exhibitthirtyone.htm
CERTIFICATION PURSUANT TO RULE 13a-14 OR 15d-14 OF THE SECURITIES
EXCHANGE ACT OF 1934, AS ADOPTED PURSUANT TO SECTION 302 OF THE
SARBANES-OXLEY ACT OF 2002

I, Kevin J. Asher, certify that:
 
 
1.
I have reviewed this report on Form 10-K/A of Concrete Casting Incorporated;
 
 
 
2.
Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;
 
 
 
3.
Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;
 
 
 
4.
The registrant's other certifying officer(s) and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:
 
 
(a) Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;
 
 
(b) Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;
 
 
(c) Evaluated the effectiveness of the registrant's disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and
 
 
(d) Disclosed in this report any change in the registrant's internal control over financial reporting that occurred during the registrant's most recent fiscal quarter (the registrant's fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant's internal control over financial reporting; and
 
 
 
5.
The registrant's other certifying officer(s) and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant's auditors and the audit committee of the registrant's board of directors (or persons performing the equivalent functions):
 
 
(a) All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant's ability to record, process, summarize and report financial information; and
 
 
(b) Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant's internal control over financial reporting.
 
 
Date: December 18, 2009
 
 
/s/ Kevin J. Asher
 
 
___________________________________
 
Kevin J. Asher
Principal Executive Officer
Principal Financial Officer
EX-32.1 3 exhibithirtytwo.htm EX 32.1 exhibithirtytwo.htm

 
CONCRETE CASTING INCORPORATED
 
CERTIFICATION PURSUANT TO
18 U.S.C. SECTION 1350,
AS ADOPTED PURSUANT TO
SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002
 
 
        In connection with the Annual Report of Concrete Casting Incorporated (the "Company") on Form 10-K/A for the period ending December 31, 2008, as filed with the Securities and Exchange Commission on the date hereof (the "Report"), I, Kevin J. Asher, Principal Executive Officer and Principal Financial Officer of the Company, certify, pursuant to 18 U.S.C. ss. 1350, as adopted pursuant to ss. 906 of the Sarbanes-Oxley Act of 2002, that:
 
(1) The Report fully complies with the requirements of section 13(a) or 15(d) of the Securities Exchange Act of 1934; and
 
(2) The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company.
 
/s/  Kevin J. Asher      
 
Kevin J. Asher
Principal Executive Officer
Principal Financial Officer
December 18, 2009
   
 
A signed original of this written statement required by Section 906 has been provided to the Company and will be retained by the Company and furnished to the Securities and Exchange Commission or its staff upon request.
 

 
CORRESP 4 filename4.htm correspondence.htm
CONCRETE CASTING, INC.
1225 W. WASHINGTON STREET, SUITE 213
TEMPE, ARIZONA  85281

December 18, 2009

Rufus Decker, Accounting Branch Chief
United States Securities and Exchange Commission
Division of Corporate Finance
Mail Stop 3720
100 F. Street, N.E.
Washington, D.C. 20549

Re:          Concrete Casting, Inc.
File No. 0-01900

Dear Mr. Decker:

To assist the staff of the Commission in completing its review of the above referenced filing, the comments from your comment letter dated October 30, 2009, are quoted below and are followed in each case by the Company’s response thereto.

General

Comment 1

Your current disclosure indicates that your Chief Executive Officer and Chief Financial Officer concluded as of December 31, 2007 that your disclosure controls and procedures were not effective at the reasonable assurance level.  Please amend your Form 10-K to include the conclusion of your Chief Executive Officer and Chief Financial Officer regarding the effectiveness of your disclosure controls and procedures as of December 31, 2008.  Refer to Item 307 of Regulation S-K.  When you file the amendment to the Form 10-K, please also ensure that you file updated certifications that refer to the Form 10-K/A.

Response

The filing has been amended to include our conclusion regarding the effectiveness of our disclosure controls and procedures as of December 31, 2009.


Comment 2

Please revise your management’s report in an amendment to your Form 10-K to specifically state your conclusion about the effectiveness of your internal controls over financial reporting.  Your statement should indicate whether or not your internal control over financial reporting is effective.  Refer to Item 308T*(a)(3) of Regulation S-K.

Response

The filing has been amended to specifically state our conclusion of the effectiveness of our internal controls over financial reporting as of December 31, 2008.

Additionally, the Company acknowledges that:

-  
the Company is responsible for the adequacy and accuracy of the disclosure in the filing;
-  
staff comments or changes to disclosure in response to staff comments do not foreclose the Commission from taking any action with respect to the filing; and
-  
the company may not assert staff comments as a defense in any proceeding initiated by the Commission or any person under the federal securities laws of the Untied States.


If you have further questions or need additional information, please let me know.

Sincerely,
Concrete Casting, Inc.

/s/ Kevin J. Asher
Kevin J. Asher, CEO
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