There are no standard arrangements pursuant to which directors are compensated
for services rendered to Concrete Casting. It is possible that Concrete Casting
will compensate its directors in the future either in cash or stock for services
as directors. However, no such arrangements are in place at the present time
and none have been promised.
-27-
EMPLOYMENT AGREEMENTS
No officer or director has an employment agreement with Concrete Casting at the
present time.
FINANCIAL STATEMENTS
Index to Financial Statements:
1 Unaudited Financial Statements for the three and six months ended
June 30, 2004:
a. Balance Sheet
b. Statements of Operations
c. Statements of Stockholders' Equity (Deficit)
d. Statements of Cash Flows
e. Notes to the Financial Statements
2. Report of Independent Auditor
3. Audited Financial Statements for the periods ended December 31, 2003 and
2002:
a. Balance Sheet
b. Statements of Operations
c. Statements of Stockholders' Equity (Deficit)
d. Statements of Cash Flows
e. Notes to the Financial Statements
-28-
CONCRETE CASTING INCORPORATED
(A DEVELOPMENT STAGE COMPANY)
FINANCIAL STATEMENTS
JUNE 30, 2004 AND DECEMBER 31, 2003
F-1
CONCRETE CASTING INCORPORATED
(A Development Stage Company)
The accompanying notes are an integral part of these financial statements.
F-2
CONCRETE CASTING INCORPORATED
(A Development Stage Company)
Statements of Operations
(Unaudited)
From
Inception on
For the For the October 28,
Three Months Ended Six Months Ended 1987 Through
June 30, June 30, June 30,
----------------------- ------------------------ -----------
2004 2003 2004 2003 2004
----------- ----------- ----------- ----------- ----------
REVENUES . . . . . . . $ - $ - $ - $ - $ 200
----------- ----------- ----------- ----------- ----------
EXPENSES
General and
administrative. 9,959 6,387 14,648 11,511 128,876
Loss on impairment
of asset. . . . . - - - - 2,000
----------- ----------- ----------- ----------- ----------
Total Expenses . . 9,959 6,387 14,648 11,511 130,876
----------- ----------- ----------- ----------- ----------
Net Operating Loss (9,959) (6,387) (14,648) (11,511) (130,676)
----------- ----------- ----------- ----------- ----------
OTHER EXPENSES
Interest expense . . (718) (330) (1,415) (924) (7,420)
----------- ----------- ----------- ----------- ----------
Total Other
Expenses . . (718) (330) (1,415) (924) (7,420)
----------- ----------- ----------- ----------- ----------
LOSS BEFORE
DISCONTINUED
OPERATIONS AND
INCOME TAXES. . . . . (10,677) (6,717) (16,063) (12,435) (138,096)
DISCONTINUED
OPERATIONS
Loss from
discontinued
operations. . . . . - - - - (2,563)
----------- ----------- ----------- ----------- ----------
Total Discontinued
Operations. . . . - - - - (2,563)
----------- ----------- ----------- ----------- ----------
Loss before
income taxes . . (10,677) (6,717) (16,063) (12,435) (140,659)
Income taxes . . . . - - - - -
----------- ----------- ----------- ----------- ----------
Net loss . . . . . . $ (10,677) $ (6,717) $ (16,063) $ (12,435) $(140,659)
=========== =========== =========== =========== ==========
BASIC NET LOSS
PER SHARE OF
COMMON STOCK . . . $ (0.00) $ (0.00) $ (0.00) $ (0.00)
=========== =========== =========== ===========
BASIC WEIGHTED
AVERAGE NUMBER
OF SHARES
OUTSTANDING . . . . 5,660,000 5,660,000 5,660,000 5,660,000
=========== =========== =========== ===========
The accompanying notes are an integral part of these financial statements.
F-3
CONCRETE CASTING INCORPORATED
(A Development Stage Company)
Statements of Stockholders' Equity (Deficit)
Deficit
Accumulated
Common Stock Additional During the
------------------ Paid-in Deveopment
Shares Amount Capital Stage
--------- ------- -------- ----------
Balance, December 31,
2000 . . . . . . . . . . . . . . 3,660,000 $ 3,660 $ 50,438 $ (71,004)
November 2000: Common
stock issued to acquire
assets of Concrete Casting
Incorporated at $0.001
per share. . . . . . . . . . . . 2,000,000 2,000 - -
Net loss for the year ended
December 31, 2001 . . . . . . . . - - - (10,966)
--------- ------- -------- ----------
Balance, December 31, 2001 . . . . 5,660,000 5,660 50,438 (81,970)
Contributed services . . . . . . . - - 11,500 -
Net loss for the year ended
December 31, 2002 . . . . . . . . - - - (19,173)
--------- ------- -------- ----------
Balance, December 31, 2002 . . . . 5,660,000 5,660 61,938 (101,143)
Contributed services . . . . . . . - - 14,462 -
Net loss for the year ended
December 31, 2003 . . . . . . . . - - - (23,453)
--------- ------- -------- ----------
Balance, December 31, 2003 . . . . 5,660,000 5,660 76,400 (124,596)
Contributed services
(unaudited). . . . . . . . . . . - - 8,963 -
Net loss for the six months
Ended June 30, 2004
(unaudited). . . . . . . . . . . - - - (16,063)
--------- ------- -------- ----------
Balance, June 30, 2004
(unaudited). . . . . . . . . . . 5,660,000 $ 5,660 $ 85,363 $(140,659)
========= ======= ======== ==========
The accompanying notes are an integral part of these financial statements.
F-4
CONCRETE CASTING INCORPORATED
(A Development Stage Company)
Statements of Cash Flows
(Unaudited)
From
For the Inception on
Six Months Ended October 28,
June 30, 1987 Through
------------------------------------- June 30,
2004 2003 2004
---------------------- ------------- ----------
CASH FLOWS FROM OPERATING ACTIVITIES:
Net loss . . . . . . . . . . . . . . . . . . . $ (16,063) $ (12,435) $(140,659)
Adjustments to reconcile net loss to net cash
used by operating activities:
Loss on impairment of assets . . . . . . . . - - 2,000
Stock issued for forgiveness of debt . . . . . - - 11,751
Expenses paid on behalf of the company . . . . - - 47
Stock issued for services. . . . . . . . . . . - - 9,600
Contributed services . . . . . . . . . . . . . 8,963 7,918 34,925
Amortization . . . . . . . . . . . . . . . . . - - 203
Changes in operating assets and liabilities:
Decrease in prepaid expenses . . . . . . . - 10 -
(Increase) in organization costs . . . . . - - (203)
Increase in accounts payable. . . . . . . 3,556 1,628 5,262
Increase in accounts payable - related party . 2,129 2,235 36,954
Increase in accrued expenses . . . . . . . . . 1,415 1,221 7,420
---------------------- ------------- ----------
Net Cash Provided (Used) by Operating
Activities. . . . . . . . . . . . . . . . . . - 577 (32,700)
---------------------- ------------- ----------
CASH FLOWS FROM INVESTING ACTIVITIES:. . . . . - - -
---------------------- ------------- ----------
CASH FLOWS FROM FINANCING ACTIVITIES:
Common stock issued for cash . . . . . . . . . - - 32,700
---------------------- ------------- ----------
Net Cash Provided by Financing Activities. - - 32,700
---------------------- ------------- ----------
NET INCREASE IN CASH . . . . . . . . . . . . . - 577 -
CASH AT BEGINNING OF PERIOD. . . . . . . . . . - - -
---------------------- ------------- ----------
CASH AT END OF PERIOD. . . . . . . . . . . . . $ - $ 577 $ -
====================== ============= ==========
CASH PAID FOR:
Interest . . . . . . . . . . . . . . . . . . . $ - $ - $ -
Income taxes . . . . . . . . . . . . . . . . . $ - $ - $ -
SCHEDULE OF NON CASH FINANCING ACTIVITIES
Common stock issued for services . . . . . . $ - $ - $ 9,600
Common stock issued for assets . . . . . . . $ - $ - $ 2,000
Contributed services . . . . . . . . . . . . $ 8,963 $ 7,918 $ 34,925
The accompanying notes are an integral part of these financial statements.
F-5
CONCRETE CASTING INCORPORATED
(A Development Stage Company)
Notes to the Financial Statements
June 30, 2004 and December 31, 2003
NOTE 1 - CONDENSED FINANCIAL STATEMENTS
The accompanying unaudited condensed financial statements have been prepared by
the Company pursuant to the rules and regulations of the Securities and Exchange
Commission. Certain information and footnote disclosures normally included in
financial statements prepared in accordance with generally accepted accounting
principles have been condensed or omitted in accordance with such rules and
regulations. The information furnished in the interim condensed financial
statements include normal recurring adjustments and reflects all adjustments,
which, in the opinion of management, are necessary for a fair presentation of
such financial statements. Although management believes the disclosures and
information presented are adequate to make the information not misleading, it is
suggested that these interim condensed financial statements be read in
conjunction with the Company's most recent audited financial statements and
notes thereto. Operating results for the six months ended June 30, 2004 are not
necessarily indicative of the results that may be expected for the year ending
December 31, 2004.
NOTE 2 - 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. The Company has not yet established an ongoing source of revenues
sufficient to cover its operating costs and allow it 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.
In order to continue as a going concern, develop a reliable source of revenues,
and achieve a profitable level of operations the Company will need, among other
things, additional capital resources. Management's plans to continue as a going
concern include raising additional capital through sales of common stock.
However, management cannot provide any assurances that the Company will be
successful in accomplishing any of its plans.
The ability of the Company to continue as a going concern is dependent upon its
ability to successfully accomplish the plans described in the preceding
paragraph and eventually secure other sources of financing and attain profitable
operations. The accompanying financial statements do not include any
adjustments that might be necessary if the Company is unable to continue as a
going concern.
F-6
CONCRETE CASTING INCORPORATED
(A DEVELOPMENT STAGE COMPANY)
FINANCIAL STATEMENTS
DECEMBER 31, 2003
F-7
INDEPENDENT AUDITORS' REPORT
Board of Directors
Concrete Casting Incorporated
(A Development Stage Company)
Logan, Utah
We have audited the accompanying balance sheet of Concrete Casting Incorporated
(a development stage company) as of December 31, 2003 and the related statements
of operations, stockholders' equity (deficit) and cash flows for the years ended
December 31, 2003 and 2002 and from inception on October 28, 1987 through
December 31, 2003. 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 auditing standards generally accepted
in the United States of America. 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 Incorporated
(a developmental stage company) as of December 31, 2003 and the results of its
operations and cash flows for the years ended December 31, 2003 and 2002 and
from inception on October 28, 1987 through December 31, 2003, in conformity with
accounting principles generally accepted in the United States of America.
The accompanying financial statements have been prepared assuming the Company
will continue as a going concern. As discussed in Note 5 to the financial
statements, the Company has had no business operations since inception and no
established source of revenue which raises substantial doubt about its ability
to continue as a going concern. Management's plan in regard to these matters
are also described in Note 5. The financial statements do not include any
adjustments that might result form the outcome of this uncertainty.
HJ & Associates, LLC
Salt Lake City, Utah
May 5, 2004
F-8
CONCRETE CASTING INCORPORATED
(A Development Stage Company)
The accompanying notes are an integral part of these financial statements.
F-9
CONCRETE CASTING INCORPORATED
(A Development Stage Company)
Statements of Operations
From
Inception on
For the Years Ended October 28,
December 31, 1987 Through
--------------------------- December 31,
2003 2002 2003
-------------- ----------- ----------
REVENUE $ - $ - $ 200
-------------- ----------- ----------
EXPENSES
General and administrative. . . . . 20,931 17,054 114,228
Loss on impairment of asset . . . - - 2,000
-------------- ----------- ----------
Total Expenses. . . . . . . . . . . 20,931 17,054 116,228
-------------- ----------- ----------
OPERATING LOSS. . . . . . . . . . . (20,931) (17,054) (116,028)
-------------- ----------- ----------
OTHER EXPENSES
Interest expense. . . . . . . . . (2,522) (2,119) (6,005)
-------------- ----------- ----------
Total Other Expenses. . . . . . (2,522) (2,119) (6,005)
-------------- ----------- ----------
LOSS BEFORE DISCONTINUED
OPERATIONS AND INCOME TAXES. . . . (23,453) (19,173) (122,033)
-------------- ----------- ----------
DISCONTINUED OPERATIONS
Loss from discontinued operations - - (2,563)
-------------- ----------- ----------
Total Discontinued Operations . - - (2,563)
-------------- ----------- ----------
LOSS BEFORE INCOME TAXES. . . . . . (23,453) (19,173) (124,596)
Income taxes. . . . . . . . . . . - - -
-------------- ----------- ----------
NET LOSS. . . . . . . . . . . . . $ (23,453) $ (19,173) $(124,596)
============== =========== ==========
BASIC LOSS PER SHARE OF
COMMON STOCK. . . . . . . . . . . $ (0.00) $ (0.00)
============== ===========
BASIC WEIGHTED AVERAGE NUMBER
OF SHARES OUTSTANDING. . . . . . . 5,660,000 5,660,000
============== ===========
The accompanying notes are an integral part of these financial statements.
F-10
CONCRETE CASTING INCORPORATED
(A Development Stage Company)
Statements of Stockholders' Equity (Deficit)
Deficit
Accumulated
Common Stock Additional During the
------------------------- Paid-in Development
Shares Amount Capital Stage
------------ ----------- ------------ ---------
Balance, October 28, 1987 . . - $ - $ - $ -
October 1987: Common Stock
issued for cash at
$0.002 per share . . . . . . 650,000 650 650 -
Net loss for the period ended
December 31, 1987. . . . . . - - - (1,540)
------------ ----------- ------------ ---------
Balance, December 31, 1987. . 650,000 650 650 (1,540)
Net loss for the year ended
December 31, 1988. . . . . . - - - (241)
------------ ----------- ------------ ---------
Balance, December 31, 1988. . 650,000 650 650 (1,781)
Net loss for the year ended
December 31, 1989. . . . . . - - - (41)
------------ ----------- ------------ ---------
Balance, December 31, 1989. . 650,000 650 650 (1,822)
Net loss for the year ended
December 31, 1990. . . . . . - - - (741)
------------ ----------- ------------ ---------
Balance, December 31, 1990. . 650,000 650 650 (2,563)
December 1991: Common stock
issued for cash at
$0.01 per share. . . . . . . 2,600,000 2,600 23,400 -
Net loss for the year ended
December 31, 1991. . . . . . - - - (2,537)
------------ ----------- ------------ ---------
Balance, December 31, 1991. . 3,250,000 3,250 24,050 (5,100)
Net loss for the year ended
December 31, 1992. . . . . . - - - (24,190)
------------ ----------- ------------ ---------
Balance, December 31, 1992. . 3,250,000 3,250 24,050 (29,290)
Net loss for the year ended
December 31, 1993. . . . . . - - - (478)
------------ ----------- ------------ ---------
Balance, December 31, 1993. . 3,250,000 $ 3,250 $ 24,050 $(29,768)
------------ ----------- ------------ ---------
The accompanying notes are an integral part of these financial statements.
F-11
CONCRETE CASTING INCORPORATED
(A Development Stage Company)
Statements of Stockholders' Equity (Deficit) (Continued)
Deficit
Accumulated
Common Stock Additional During the
------------------------- Paid-in Development
Shares Amount Capital Stage
------------ ----------- ------------ ---------
Balance, December 31, 1993. . . 3,250,000 $ 3,250 $ 24,050 $(29,768)
Net loss for the year ended
December 31, 1994. . . . . . . - - - (2,767)
------------ ----------- ------------ ---------
Balance, December 31, 1994. . . 3,250,000 3,250 24,050 (32,535)
Net loss for the year ended
December 31, 1995. . . . . . . - - - (3,038)
------------ ----------- ------------ ---------
Balance, December 31, 1995. . . 3,250,000 3,250 24,050 (35,573)
July 1996 : Common stock
issued for forgiveness of debt
at $0.08 per share . . . . . . 150,000 150 11,601 -
July 1996 : Common stock
issued for services at $0.08
per share. . . . . . . . . . . 120,000 120 9,480 -
Net loss for the year ended
December 31, 1996. . . . . . . - - - (13,751)
------------ ----------- ------------ ---------
Balance, December 31, 1996. . . 3,520,000 3,520 45,131 (49,324)
Expenses paid on behalf of
company by shareholder . . . . - - 47 -
Net loss for the year ended
December 31, 1997. . . . . . . - - - (424)
------------ ----------- ------------ ---------
Balance, December 31, 1997. . . 3,520,000 3,520 45,178 (49,748)
July 1998: Common stock
issued for services at
$0.05 per share. . . . . . . . 100,000 100 4,900 -
Net loss for the year ended
December 31, 1998. . . . . . . - - - (4,494)
------------ ----------- ------------ ---------
Balance, December 31, 1998. . . 3,620,000 3,620 50,078 (54,242)
January 1999: Common stock
issued for services at $0.01
per share. . . . . . . . . . . 40,000 40 360 -
Net loss for the year ended
December 31, 1999. . . . . . . - - - (603)
------------ ----------- ------------ ---------
Balance, December 31, 1999. . . 3,660,000 $ 3,660 $ 50,438 $(54,845)
------------ ----------- ------------ ---------
The accompanying notes are an integral part of these financial statements.
F-12
CONCRETE CASTING INCORPORATED
(A Development Stage Company)
Statements of Stockholders' Equity (Deficit) (Continued)
Deficit
Accumulated
Common Stock Additional During the
------------------------- Paid-in Development
Shares Amount Capital Stage
------------ ----------- ------------ ---------
Balance, December 31, 1999 . . 3,660,000 $ 3,660 $ 50,438 $ (54,845)
Net loss for the year ended
December 31, 2000 . . . . . . - - - (16,159)
------------ ----------- ------------ ----------
Balance, December 31, 2000 . . 3,660,000 3,660 50,438 (71,004)
November 2001:Common stock
issued to acquire assets of
Concrete Casting Incorporated
at $0.001 per share . . . . . 2,000,000 2,000 - -
Net loss for the year ended
December 31, 2001 . . . . . . - - - (10,966)
------------ ----------- ------------ ----------
Balance, December 31, 2001 . . 5,660,000 5,660 50,438 (81,970)
Contributed services . . . . . - - 11,500 -
Net loss for the year ended
December 31, 2002 . . . . . . - - - (19,173)
------------ ----------- ------------ ----------
Balance, December 31, 2002 . . 5,660,000 5,660 61,938 (101,143)
Contributed Services . . . . . - - 14,462 -
Net loss for the year ended
December 31, 2003. . . . . . - - - (23,453)
------------ ----------- ------------ ----------
Balance, December 31, 2003 . . 5,660,000 $ 5,660 $ 76,400 $(124,596)
============ =========== ============ ==========
The accompanying notes are an integral part of these financial statements.
F-13
CONCRETE CASTING INCORPORATED
(A Development Stage Company)
Statements of Cash Flows
From
Inception on
For the Years Ended October 28,
December 31, 1987 Through
------------------------- December 31,
2003 2002 2003
-------------- --------- ----------
CASH FLOWS FROM OPERATING ACTIVITIES
Net loss. . . . . . . . . . . . . . . . . . . . . $ (23,453) $(19,173) $(124,596)
Adjustments to reconcile net loss to net cash
Used in operating activities:
Loss on impairment of assets. . . . . . . . . - - 2,000
Stock issued for forgiveness of debt. . . . . - - 11,751
Expenses paid on behalf of the company. . . . - - 47
Stock issued for services . . . . . . . . . . - - 9,600
Contributed services. . . . . . . . . . . . . 14,462 11,500 25,962
Amortization. . . . . . . . . . . . . . . . . - - 203
Changes in operating assets and liabilities:
(Increase) in prepaid expenses. . . . . . . . 10 (10) -
(Increase) in organization costs. . . . . . . - - (203)
Increase (decrease) in accounts payable . . . 765 141 1,706
Increase in accounts payable-related party. . 5,694 4,131 34,825
Increase in accrued expenses. . . . . . . . . 2,522 2,119 6,005
-------------- --------- ----------
Net Cash Used in Operating Activities . . . . - (1,292) (32,700)
-------------- --------- ----------
CASH FLOWS FROM INVESTING ACTIVITIES. . . . . . . - - -
-------------- --------- ----------
CASH FLOWS FROM FINANCING ACTIVITIES
Common stock issued for cash. . . . . . . . . . - - 32,700
-------------- --------- ----------
Net Cash Provided in Financing Activities . . - - 32,700
-------------- --------- ----------
NET DECREASE IN CASH. . . . . . . . . . . . . . . - (1,292) -
CASH, BEGINNING OF PERIOD . . . . . . . . . . . . - 1,292 -
-------------- --------- ----------
CASH, END OF PERIOD . . . . . . . . . . . . . . . $ - $ - $ -
============== ========= ==========
SUPPLEMENTAL DISCLOSURES OF CASH FLOW INFORMATION
CASH PAID FOR:
Interest. . . . . . . . . . . . . . . . . . . . . $ - $ - $ -
Income taxes. . . . . . . . . . . . . . . . . . . $ - $ - $ -
NON-CASH FINANCING ACTIVITIES:
Common stock issued for services. . . . . . . . $ - $ - $ 9,600
Common stock issued for assets. . . . . . . . . $ - $ - $ 2,000
Contributed services. . . . . . . . . . . . . . $ 14,462 $ 11,500 $ 25,962
The accompanying notes are an integral part of these financial statements.
F-14
CONCRETE CASTING INCORPORATED
(A Development Stage Company)
Notes to Financial Statements
December 31, 2003 and 2002
NOTE 1 - 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.
Since that time the Company has been seeking new business opportunities and is
classified as a development stage company as defined in SFAS No. 7. The Company
is seeking potential business ventures. The Company, has at the present, not
paid any dividends and any dividends that may be paid in the future will depend
upon the financial requirements of the Company and other relevant factors.
During 2001, the Company changed its name from Staco Incorporated to Concrete
Casting Incorporated.
NOTE 2 - SIGNIFICANT ACCOUNTING POLICIES AND PROCEDURES
The Company has no material operations to date and its accounting policies and
procedures have not been determined, except as follows:
a. Accounting Method
The Company uses the accrual method of accounting and has selected a calendar
year end.
b. Basic Loss Per Share
Basic loss per common share has been calculated based on the weighted average
number of shares of common stock outstanding during the period.
For the Years Ended
December 31,
----------------------------------
2003 2002
--------------------- -----------
Numerator - loss . . . . . . . $ (23,453) $ (19,173)
Denominator - weighted average
number of shares outstanding. 5,660,000 5,660,000
Loss per share . . . . . . . . $ (0.00) $ (0.00)
F-15
CONCRETE CASTING INCORPORATED
(A Development Stage Company)
Notes to Financial Statements
December 31, 2003 and 2002
NOTE 2 - SIGNIFICANT ACCOUNTING POLICIES AND PROCEDURES (Continued)
c. 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 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 changes in tax laws and rates on the date of enactment.
Net deferred tax assets consist of the following components as of December 31,
2003 and 2002:
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, 2003 and 2002 due to
the following:
At December 31, 2003, the Company had net operating loss carryforwards of
approximately $122,000 that may be offset against future taxable income from the
year 2003 through 2023. No tax benefit has been reported in the December 31,
2003 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 carryforwards for Federal income tax reporting purposes are
subject to annual limitations. Should a change in ownership occur, net
operating loss carryforwards may be limited as to use in future years.
F-16
CONCRETE CASTING INCORPORATED
(A Development Stage Company)
Notes to Financial Statements
December 31, 2003 and 2002
NOTE 2 - SIGNIFICANT ACCOUNTING POLICIES AND PROCEDURES (Continued)
d. 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.
e. Related Party Transactions
Management Compensation - For the years ended December 31, 2003 and 2002, the
Company did not pay any compensation to any of its officers or directors.
During the years ended December 31, 2003 and 2002, an officer of the Company and
an attorney contributed a total of $25,962 in services to the Company. Services
contributed during 2001 were immaterial, and were not recorded.
Office Space - The Company has not had a need to rent office space. An
officer/shareholder of the Company is allowing the Company to use his home
mailing address, as needed, at no expense to the Company.
Payable - Related Parties - During 2003 and 2002, shareholders of the company
lent the Company $5,692 and $4,132 respectively, to cover current expenses.
Interest is being imputed on the notes at 8%. At December 31, 2003, the Company
owed $34,825 to shareholders with accrued interest of $6,005.
NOTE 3 - COMMON STOCK TRANSACTIONS
There were no common stock transactions during 2003 and 2002.
NOTE 4 - INTANGIBLE ASSETS
On November 30, 2001, the Company signed an asset purchase with an individual
doing business as Concrete Casting, a sole proprietorship ("Concrete").
The Company issued 2,000,000 shares of its common stock to acquire certain
intangible assets of Concrete. Those assets were all drawings, plans and
concepts developed by Concrete with respect to the design of replicas of
antiquities to be cast in concrete and marketed to the U.S. landscaping market.
All methods and techniques developed by Concrete related to the casting of
concrete for the purpose of casting replicas of antiquities and any proprietary
right to the name Concrete Casting that Concrete may have for such name. The
shares that were issued to purchase the assets were recorded at par value
($0.001) per share. Impairment of $2,000 was taken because cash flows from
future operations could not be determined.
F-17
CONCRETE CASTING INCORPORATED
(A Development Stage Company)
Notes to Financial Statements
December 31, 2003 and 2002
NOTE 5 - 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.
NOTE 6 - NEWLY ISSUED ACCOUNTING PRONOUNCEMENTS
During the year ended December 31, 2003, the Company adopted the following
accounting pronouncements which had no impact on the financial statements or
results of operations:
- SFAS No. 143, "Accounting for Asset Retirement Obligations";
- SFAS No.145, "Recision of FASB Statements 4, 44, and 64, amendment of
Statement 13, and Technical Corrections";
- SFAS No. 146, "Accounting for Exit or Disposal Activities";
- SFAS No. 147, "Acquisitions of certain Financial Institutions";
- SFAS No. 148, "Accounting for Stock Based Compensation";
- SFAS No.149, "Amendment of Statement 133 on Derivative Instruments and
Hedging Activities"; and
- SFAS No.150, "Accounting for Certain Financial Instruments with
Characteristics of both Liabilities and Equity".
In addition, during the year ended December 31, 2003, FASB Interpretations No.
45 and No. 46, along with various Emerging Issues Task Force Consensuses (EITF)
were issued and adopted by the Company and had no impact on its financial
statements.
F-18
CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS
We have had no changes in or disagreements with our accountants.
AVAILABLE INFORMATION
We have filed a registration statement on form SB-2 under the Securities Act of
1933 with the Securities and Exchange Commission with respect to the shares of
our common stock offered through this prospectus. This prospectus is filed as a
part of that registration statement and does not contain all of the information
contained in the registration statement and exhibits. Statements made in the
registration statement are summaries of the material terms of our contracts,
agreements or documents. We refer you to our registration statement and each
exhibit attached to it for a more complete description of matters involving our
company, and the statements we have made in this prospectus are qualified in
their entirety by reference to these additional materials. You may inspect the
registration statement and exhibits and schedules and any other materials filed
by us with the Securities and Exchange Commission at the Commission's principle
office in Washington, D.C. Copies of all or any part of the registration
statement may be obtained from the Public Reference Section of the Securities
and Exchange Commission, 450 Fifth Street, N.W., Washington, D.C. 20549.
Please call the Commission at 1-800-SEC-0330 for further information on the
operation of the public reference room. The Securities and Exchange Commission
also maintains a web site at http://www.sec.gov that contains reports, proxy
statements and information regarding registrants that file electronically with
the Commission. Our registration statement and the referenced exhibits can also
be found on this site.
Upon the effective date of this registration statement and thereafter, we will
file with the Securities and Exchange Commission annual and quarterly periodic
reports on forms 10-KSB and 10-QSB respectively and current reports on form 8-K
as needed. We are not required to deliver annual reports to our shareholders
and at this time we do not intend to do so. We incourage our shareholders,
however, to access and review all materials that we will file with the
Securities and Exchange Commission at http://www.sec.gov.
Until ______, all dealers that effect transactions in these securities whether
or not participating in this offering, may be required to deliver a prospectus.
This is in addition to the dealer' obligation to deliver a prospectus when
acting as underwriters and with respect to their unsold allotments or
subscriptions.
-29-
PART II
INFORMATION NOT REQUIRED IN THE PROSPECTUS
ITEM 24. INDEMNIFICATION OF DIRECTORS AND OFFICERS
Our officers and directors are indemnified as provided by the Nevada Revised
Statutes and our bylaws.
Under the NRS, director immunity from liability to a company or its shareholders
for monetary liabilities applies automatically unless it is specifically limited
by a company's Articles of Incorporation. This is not the case with our
Articles of Incorporation. Excepted from that immunity are: (a) a willful
failure to deal fairly with the company or its shareholders in connection with a
matter in which the director has a material conflict of interest; (b) a
violation of criminal law unless the director had reasonable cause to believe
that his or her conduct was lawful or no reasonable cause to believe that his or
her conduct was unlawful; (c) a transaction from which the director derived an
improper personal profit; and (d) willful misconduct.
Our bylaws provide that we will indemnify our directors and officers to the
fullest extent not prohibited by Nevada law; provided, however, that we may
modify the extent of such indemnification by individual contracts with our
directors and officers; and, provided, further, that we shall not be required to
indemnify any director or officer in connection with any proceeding, or part
thereof, initiated by such person unless such indemnification: (a) is expressly
required to be made by law, (b) the proceeding was authorized by our Board of
Directors, (c) is provided by us, in our sole discretion, pursuant to the powers
vested us under Nevada law or (d) is required to be made pursuant to the bylaws.
Our bylaws provide that we will advance to any person who was or is a party or
is threatened to be made a party to any threatened, pending or completed action,
suit or proceeding, whether civil, criminal, administrative or investigative, by
reason of the fact that he is or was a director or officer, of our company, or
is or was serving at the request of our company as a director or executive
officer of another company, partnership, joint venture, trust or other
enterprise, prior to the final disposition of the proceeding, promptly following
request therefor, all expenses incurred by any director or officer in connection
with such proceeding upon receipt of an undertaking by or on behalf of such
person to repay said amounts if it should be determined ultimately that such
person is not entitled to be indemnified under our bylaws or otherwise.
Our bylaws provide that no advance shall be made by us to an officer of our
company in any action, suit or proceeding, whether civil, criminal,
administrative or investigative, if a determination is reasonably and promptly
made (a) by the Board of Directors by a majority vote of a quorum consisting of
directors who were not parties to the proceeding, or (b) if such quorum is not
obtainable, or, even if obtainable, a quorum of disinterested directors so
directs, by independent legal counsel in a written opinion, that the facts known
to the decision-making party at the time such determination is made demonstrate
clearly and convincingly that such person acted in bad faith or in a manner that
such person did not believe to be in or not opposed to the best interests of
Concrete Casting. An exception to this prohibition against advances applies
when the officer is or was a director of our company.
-30-
ITEM 25. OTHER EXPENSES OF ISSUANCE AND DISTRIBUTION
The estimated costs of this offering are as follows:
Securities and Exchange Commission registration fee $ 108
Transfer Agent Fees $ 500
Accounting fees and expenses $ 2,500
Legal fees and expenses $ 15,000
Blue Sky fees and expenses $ 5,000
Miscellaneous $ 1,892
---------
Total $ 25,000
=========
All amounts are estimates other than the Commission's registration fee.
ITEM 26. RECENT SALES OF UNREGISTERED SECURITIES
On November 30, 2001, Concrete Casting entered into an asset purchase with
Cordell Henrie, our president, who was doing business as, Concrete Casting, a
sole proprietorship ("Concrete"). We issued 2,000,000 shares of our common
stock to acquire certain intangible assets of Concrete. The shares were
recorded on the books of Concrete Casting as being issued for par value of
$0.001 per share for total consideration of $2,000. Those assets were all
drawings, plans and concepts developed by Concrete with respect to the design of
replicas of antiquities to be cast in concrete and marketed to the U.S.
landscaping market. The transaction was an isolated transaction by Concrete
Casting not involving any public offering. and the shares were issued pursuant
to Section 4(2) of the Securities Act of 1933. There was no money raised and the
procedures associated with public offerings was not utilized. The 2,000,000
shares of common stock are "restricted" shares, as defined in the Securities
Act.
ITEM 27. EXHIBITS.
EXHIBIT
NUMBER DESCRIPTION
-------- -----------
3.1 Articles of Incorporation (1)
3.2 By-Laws (1)
4.1 Share Certificate (1)
5.1 Opinion of Gary R. Henrie , LLC, with consent to use (2)
10.1 Asset Purchase Agreement (1)
10.2 Subscription Agreement (3)
23.1 Consent of HJ & Associates, L.L.C. for use of Audited Financial
Statements
(1) Previously filed as an exhibit to the original filing of the Form SB-2
on January 23, 2003.
(2) Previously filed as an exhibit to an amendment to the original filing of
the Form SB-2 on August 4, 2003.
(3) Previously filed as an exhibit to an amendment to the original filing of
the Form SB-2 on July 8, 2004.
-31-
ITEM 28. UNDERTAKINGS.
The undersigned registrant hereby undertakes:
1. To file, during any period in which offers or sales are being made, a
post-effective amendment to this registration statement:
- To include any prospectus required by Section 10(a)(3) of the Securities
Act of 1933;
- To reflect in the prospectus any facts or events arising after the
effective date of this registration statement, or most recent post-effective
amendment, which, individually or in the aggregate, represent a fundamental
change in the information set forth in this registration statement; and
- To include any material information with respect to the plan of
distribution not previously disclosed in this registration statement or any
material change to such information in the registration statement.
2. That, for the purpose of determining any liability under the Securities
Act, each such post-effective amendment shall be deemed to be a new registration
statement relating to the securities offered herein, and the offering of such
securities at that time shall be deemed to be the initial bona fide offering
thereof.
3. To remove from registration by means of a post-effective amendment any of
the securities being registered hereby which remain unsold at the termination of
the offering.
Insofar as indemnification for liabilities arising under the Securities Act may
be permitted to our directors, officers and controlling persons pursuant to the
provisions above, or otherwise, we have been advised that in the opinion of the
Securities and Exchange Commission such indemnification is against public policy
as expressed in the Securities Act, and is, therefore, unenforceable.
In the event that a claim for indemnification against such liabilities, other
than the payment by us of expenses incurred or paid by one of our directors,
officers, or controlling persons in the successful defense of any action, suit
or proceeding, is asserted by one of our directors, officers, or controlling
person sin connection with the securities being registered, we will, unless in
the opinion of its counsel the matter has been settled by controlling precedent,
submit to a court of appropriate jurisdiction the question whether such
indemnification is against public policy as expressed in the Securities Act, and
we will be governed by the final adjudication of such issue.
-32-
SIGNATURES
In accordance with the requirements of the Securities Act of 1933, the
registrant certifies that it has reasonable grounds to believe that it meets all
of the requirements for filing on Form SB-2 and authorized this registration
statement to be signed on its behalf by the undersigned, in the City of Logan,
State of Utah on October 19, 2004.
CONCRETE CASTING CORP.
By: /s/ Cordell Henrie
--------------------------------
Cordell Henrie, President
In accordance with the requirements of the Securities Act of 1933, the following
persons in the capacities and on the dates stated signed this registration
statement.
SIGNATURE CAPACITY IN WHICH SIGNED DATE
Principal Executive Officer
Principal Financial Officer
/s/ Cordell Henrie Principal Accounting Officer October 19, 2004
-------------------------- Director
Cordell Henrie
/s/ Greg Stuart
-------------------------- Director October 19, 2004
Greg Stuart
RSM McGladrey Network
An Independently Owned Member
HJ & ASSOCIATES, L.L.C. 50 South Main street, Suite 1450
Salt Lake City, Utah 84144
Telephone (801) 328-4408 - Fax (801) 328-4461
CERTIFIED PUBLIC ACCOUNTANTS AND CONSULTANTS
CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
We consent to the use in this Registration Statement of Concrete Casting, Inc.
on Form SB-2/a of our report, dated May 5, 2004 which includes an emphasis
paragraph relating to an uncertainty as to the Company's ability to continue as
a going concern appearing in the Prospectus, which is part of this Registration
Statement.
We also consent to the reference to our Firm under the captions "Experts" in the
Prospectus.
/s/ HJ & Associates, LLC
HJ & Associates, LLC
Salt Lake City, Utah
October 20, 2004
American Institute of Certified Public Accountants
Member of Public Company Accounting Oversight Board
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