Attached files
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EX-32.1 - CERTIFICATION - LATITUDE 360, INC. | ex32one.htm |
EX-31.1 - CERTIFICATION - LATITUDE 360, INC. | ex31one.htm |
EX-31.2 - CERTIFICATION - LATITUDE 360, INC. | ex31two.htm |
CURRENT
REPORT FOR ISSUERS SUBJECT TO THE
1934
ACT REPORTING REQUIREMENTS
FORM
10-K
SECURITIES
AND EXCHANGE COMMISSION
Washington,
DC 20549
Annual
Report Pursuant to Section 13 or 15(d) of the Securities Exchange
Act
For the
Fiscal Year Ended December 31, 2009
KINGDOM
KONCRETE, INC.
(Exact
name of registrant as specified in its charter)
Nevada
|
333-138194
|
20-4672080
|
(State
or other jurisdiction of incorporation)
|
(Commission
File Number)
|
(IRS
Employer Identification No.)
|
4232 E.
Interstate 30, Rockwall, Texas 75087
(Address
of principal executive offices (zip code))
972-771-4205
(Registrant’s
telephone number, including area code)
(Former
address)
Securities
registered pursuant to Section 12(b) of the Act: NONE
Securities
registered pursuant to Section 12(g) of the Act: Common
Stock
Indicate by check mark whether the
registrant (1) has filed all reports required to be filed by Section 13 or 15(d)
of the Securities Act of 1934 during the past 12 months and (2) has
been subject to such filing requirement for the
past 90days Yes [X] No
[ ].
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 a check mark whether the company is a shell company (as defined by Rule 12b-2
of the Exchange Act: Yes
[ ] No [ X ].
Aggregate
market value of the voting stock held by non-affiliates of the registrant as of
December 31, 2009: $830,119
Shares of
common stock outstanding at March 3, 2010: 5,471,900
PART I.
FORWARD-LOOKING
STATEMENTS
This
annual report on Form 10-K includes forward-looking statements within the
meaning of Section 27A of the Securities Act of 1933, as amended, which we refer
to in this annual report as the Securities Act, and Section 21E of the
Securities Exchange Act of 1934, as amended, which we refer to in this annual
report as the Exchange Act. Forward-looking statements are not statements of
historical fact but rather reflect our current expectations, estimates and
predictions about future results and events. These statements may use words such
as “anticipate,” “believe,” “estimate,” “expect,” “intend,” “predict,” “project”
and similar expressions as they relate to us or our management. When we make
forward-looking statements, we are basing them on our management’s beliefs and
assumptions, using information currently available to us. These forward-looking
statements are subject to risks, uncertainties and assumptions, including but
not limited to, risks, uncertainties and assumptions discussed in this annual
report. Factors that can cause or contribute to these differences include those
described under the headings “Risk Factors” and “Management Discussion and
Analysis and Plan of Operation.”
If one or
more of these or other risks or uncertainties materialize, or if our underlying
assumptions prove to be incorrect, actual results may vary materially from what
we projected. Any forward-looking statement you read in this annual report
reflects our current views with respect to future events and is subject to these
and other risks, uncertainties and assumptions relating to our operations,
results of operations, growth strategy and liquidity. All subsequent written and
oral forward-looking statements attributable to us or individuals acting on our
behalf are expressly qualified in their entirety by this paragraph. You should
specifically consider the factors identified in this annual report which would
cause actual results to differ before making an investment decision. We are
under no duty to update any of the forward-looking statements after the date of
this annual report or to conform these statements to actual results.
ITEM
1. DESCRIPTION
OF BUSINESS
Kingdom
Koncrete, Inc. is a Nevada corporation which was incorporated in 2006 and immediately purchased
100% of the outstanding stock of Kingdom Conctete, Inc., a Texas corporation
which was formed on July 18, 2003. The transaction was accounted for as a
reverse merger. In this filing, we refer to Kingdom Koncrete, Inc.
as “we,” “us”, “the Company” or “Kingdom” unless we specifically state otherwise
or the context indicates otherwise. We specialize in providing pre-mixed
concrete into our mobile mixer trailers which are then towed by one of our
customers to a job site of their choosing. The funds from this offering will
allow us to invest in the growth of our company through equipment purchases and
advertising as well as possible strategic expansion and
acquisition.
Kingdom
Concrete serves contractors and homeowners with transit-mix trailers for
small-pour concrete jobs. This process saves time, money and labor on a
homeowners or small business’ ready-mix cement project.
Kingdom
Koncrete, Inc. specializes in providing pre-mixed concrete into our mobile mixer
trailers which are then towed by one of our customers to a job site of their
choosing. Kingdom Concrete serves contractors and homeowners in
NorthTexas with transit-mix trailers for small-pour concrete jobs. This
process saves time, money and labor on a homeowners or small business’ ready-mix
cement project. Large concrete companies generally don’t like small
jobs as they are inherently unprofitable due to the small amount of concrete
delivered. In addition, large concrete companies add a delivery fee for
less than a full load and additional fees if the load cannot be unloaded
immediately. Hand-mixing seems less expensive until all the costs are
added up. Sufficient ready-mix sacks for one yard of concrete costs more
than $110. Hand mixing is also back-breaking labor that results in an
uneven distribution of moisture and aggregate.
2
We sell
concrete on small, manageable, mobile mixing trailers to help complete a smaller
project. The result is less cost and a better product. One trailer
can mix from ¼ to 1¼ yards for patios, sidewalks, slabs, fence posts or other
concrete work. We sell to companies, municipalities, subcontractors and
homeowners. Our transit-mix trailers are a completely different
concept. In the past, with other types of pre-mixed concrete, the mix
would settle out and begin to set as it was being delivered to the job site,
giving a limited range and an inferior product that was difficult to work
with. Our trailers mix on the way to the job, just like the “big”
trucks. The concrete arrives ready for the job.
Our
pricing is competitive with hardware store ready-mix sacks and much easier to
manage physically. Compared to cement truck prices for small-pours, we
provide an economic benefit in that the customer pays only for what they use and
need. Pricing is structured on a residential, contractor, and
multiple load basis. As of December 31, 2009, our general pricing structure was
as follows:
1/4
yard
|
1/2
yard
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3/4
yard
|
1
yard
|
1
1/4 yard
|
|
4
bag
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$72
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$88
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$105
|
$121
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$137
|
5
bag
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$73
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$92
|
$110
|
$128
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$146
|
6
bag
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$74
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$94
|
$115
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$134
|
$154
|
'4 bag',
'5 bag', '6 bag' refer to the proportion of cement in the mix. The higher
the bag count, the higher the PSI (strength) of the concrete. We provide
flexibility in that a customer can order the appropriate mix for the project,
for example:
● | 4 bag mix: Fence posts | |
● | 5 bag mix: Sidewalks, slabs, or footers | |
● | 6 bag mis: Driveways |
As of
December 31, 2009, we had 7 portable ready-mixed concrete trailers and one batch
plant. Our operations consist principally of formulating, preparing
and delivering ready-mixed concrete to the trailers at our batch plant in
Rockwall Texas. Our marketing efforts primarily target general contractors,
developers and home builders whose focus is on price, flexibility, and
convenience.
Industry
Overview
General
Ready-mixed
concrete is a highly versatile construction material that results from combining
coarse and fine aggregates, such as gravel, crushed stone and sand, with water,
various admixtures and cement. Ready-mixed concrete can be manufactured in
thousands of variations, which in each instance may reflect a specific design
use. Manufacturers of ready-mixed concrete generally maintain only a few days’
inventory of raw materials and must coordinate their daily materials purchases
with the time-sensitive delivery requirements of their customers.
The
quality of ready-mixed concrete is time-sensitive, as it becomes difficult to
place within 90 minutes after mixing. Many ready-mixed concrete specifications
do not allow for its placement beyond that time. Consequently, the market for a
permanently installed ready-mixed concrete plant generally is limited to an area
within a 25-mile radius of its location. Concrete manufacturers produce
ready-mixed concrete in batches at their plants and use mixer and other trucks
to distribute and place it at the job sites of their customers. These
manufacturers generally do not provide paving or other finishing services, which
construction contractors or subcontractors typically perform.
3
Concrete
manufacturers generally obtain contracts through local sales and marketing
efforts they direct at general contractors, developers and home builders. As a
result, local relationships are very important. Based on industry
information available from the National Ready-Mixed Concrete Association
(
Historically,
barriers to the start-up of a new ready-mixed concrete manufacturing operation
were low. During the past several years, public concerns about dust, process
water runoff, noise and heavy mixer and other truck traffic associated with the
operation of ready-mixed concrete plants and their general appearance have made
obtaining the permits and licenses required for new plants more difficult.
Delays in the regulatory process, coupled with the substantial capital
investment that start-up operations entail, have raised the barriers to entry
for those operations.
Our
Business Strategy
Our
objectives are to become the leading provider of ready-mixed concrete in our
primary market and to further expand the geographic scope of our business and,
on a select basis, to integrate our operations vertically through acquisitions
of aggregates supply sources that support our ready-mixed concrete operations.
We plan to achieve this objective by continuing to implement our business
strategy, which includes the primary elements we discuss below.
Pursuing
Disciplined Growth Through Acquisitions
The U.S.
ready-mixed concrete industry, with over 2,300 small, independent producers, is
a fragmented but increasingly consolidating industry. We believe these industry
characteristics present growth opportunities for a company with a focused
acquisition program and access to capital.
Our
acquisition program targets opportunities for expanding in our existing markets
and entering new geographic markets in the U.S. We continually review
acquisitions opportunities and are looking for attractive opportunities to
strengthen local management, implement cost-saving initiatives, achieve
market-leading positions and establish best practices. We cannot provide any
assurance, however, as to the impact of any future acquisition we may complete
on our future earnings per share.
Improving
Marketing and Sales Initiatives
Our
marketing strategy emphasizes the sale of value-added products to customers more
focused on reducing their in-place building material costs than on the price per
cubic yard of the ready-mixed concrete they purchase. We also strive to
increase operating efficiencies. We believe that, if we continue to increase in
size on both a local and national level, we should continue to experience future
productivity and cost improvements in such areas as:
●
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materials,
through procurement and optimized mix designs;
|
|
●
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purchases
of mixer trailers and other equipment, supplies, spare parts and
tools;
|
|
●
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vehicle
and equipment maintenance; and
|
|
●
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insurance
and other risk management programs.
|
Operations
Our
ready-mixed concrete plant consists of a fixed facility that produces
ready-mixed concrete in primarily wet batches. Our fixed-plant facilities
produce ready-mixed concrete that is transported to a job sites by our mixer
trailers.
4
Our wet
batch plant serves a local market that we expect will have consistently high
demand as opposed to dry batch plants that will serve markets that we expect
will have a less consistent demand. A wet batch plant generally has a
higher initial cost and daily operating expense but yields greater consistency
with less time required for quality control in the concrete produced and
generally has greater daily production capacity than a dry batch
plant. The batch operator in a dry batch plant simultaneously loads
the dry components of stone, sand and cement with water and admixtures in a
mixer truck that begins the mixing process during loading and completes that
process while driving to the job site. In a wet batch plant, the batch operator
blends the dry components and water in a plant mixer from which the operator
loads the already mixed concrete into the mixer trailer which leaves for the job
site promptly after loading.
Any
future decisions we make regarding the construction of additional plants will be
impacted by market factors, including:
●
|
the
expected production demand for the plant;
|
|
●
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the
expected types of projects the plant will service; and
|
|
●
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the
desired location of the plant.
|
Mixer
trailers slowly rotate their loads en route to job sites in order to maintain
product consistency. One of our mixer trailers typically has a load capacity of
1 to 1 1/4 cubic yards, or approximately 6,000 pounds, and an estimated useful
life of 15 years. A new trailer of this size currently costs approximately
$18,000. As of December 31, 2009 we operate a fleet of 7 mixer trailers,
which had an average age of approximately 4.3 years.
Cement
and Other Raw Materials
We obtain
most of the materials necessary to manufacture ready-mixed concrete on a daily
basis. These materials include cement, which is a manufactured product, stone,
gravel and sand. Our batch plant typically maintains an inventory level of these
materials sufficient to satisfy its operating needs for a few days. Cement
represents the highest cost material used in manufacturing a cubic yard of
ready-mixed concrete, while the combined cost of the stone, gravel and sand used
is slightly less than the cement cost. We purchase each of these materials from
several suppliers. We are not dependent on any one supplier. We have not entered
into any supply agreements with any of our suppliers.
Marketing
and Sales
General
contractors typically select their suppliers of ready-mixed concrete. We believe
the purchasing decision for many jobs ultimately is relationship-based. Our
marketing efforts target general contractors, developers, and homebuilders whose
focus is on price, flexibility, and convenience.
Customers
We rely
heavily on repeat customers. Our management is responsible for developing and
maintaining successful long-term relationships with key customers. We are not
dependent on any one customer. Rather, we have built up a customer base which we
market to, and these have developed into steady repeat customers.
Competition
The
ready-mixed concrete industry is highly competitive. Our competitive position in
our market depends largely on the location and operating costs of our
ready-mixed concrete plant and prevailing prices in that market. Price is the
primary competitive factor among suppliers for small or simple jobs, principally
in residential construction, while timeliness of delivery and consistency of
quality and service along with price are the principal competitive factors among
suppliers for large or complex jobs. Our competitors range from small,
owner-operated private companies to subsidiaries or operating units of large,
vertically integrated manufacturers of cement and aggregates. Our
vertically integrated competitors generally have greater manufacturing,
financial and marketing resources than we have, providing them with a
competitive advantage. Competitors having lower operating costs than we do
or having the financial resources to enable them to accept lower margins than we
do will have a competitive advantage over us for jobs that are particularly
price-sensitive. Competitors having greater financial resources also may have
competitive advantages over us. See “Risk Factors – We may lose business
to competitors who underbid us and we may be otherwise unable to compete
favorably in our highly competitive industry.”
5
Employees
We
currently employ one employee, the President.
Governmental
Regulation and Environmental Matters
A wide
range of federal, state and local laws, ordinances and regulations apply to our
operations, including the following matters:
●
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land
usage;
|
|
●
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street
and highway usage;
|
|
●
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air
quality; and
|
|
●
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health,
safety and environmental matters.
|
In many
instances, we are required to have various certificates, permits or licenses to
conduct our business. Our failure to maintain these required
authorizations or to comply with applicable laws or other governmental
requirements could result in substantial fines or possible revocation of our
authority to conduct some of our operations. Delays in obtaining approvals for
the transfer or grant of authorizations, or failures to obtain new
authorizations, could impede acquisition efforts.
Environmental
laws that impact our operations include those relating to air quality, solid
waste management and water quality. These laws are complex and subject to
frequent change. They impose strict liability in some cases without regard to
negligence or fault. Sanctions for noncompliance may include revocation of
permits, corrective action orders, administrative or civil penalties and
criminal prosecution. Some environmental laws provide for joint and several
strict liability for remediation of spills and releases of hazardous substances.
In addition, businesses may be subject to claims alleging personal injury or
property damage as a result of alleged exposure to hazardous substances, as well
as damage to natural resources. These laws also may expose us to liability for
the conduct of or conditions caused by others, or for acts that complied with
all applicable laws when performed.
We have
all material permits and licenses we need to conduct our operations and are in
substantial compliance with applicable regulatory requirements relating to our
operations. We had no capital expenditures relating to environmental matters in
the current fiscal year. We currently do not anticipate any material adverse
effect on our business, financial condition, results of operations or cash flows
as a result of our future compliance with existing environmental laws
controlling the discharge of materials into the environment.
Insurance:
We are
only required to insure the trailers against liability and damage. Additionally,
the company maintains hazard insurance on the batch plant property. No claims
are outstanding as of December 31, 2009.
Future
products and services:
The
Company plans to increase the size of its trailer fleet as well as build
additional batch plants in strategic locations. No additional services outside
of the offering of ready mixed concrete are contemplated at this
time.
6
ITEM
2. DESCRIPTION
OF PROPERTY
The
Company leases on a month to month basis a 1,250 square foot office warehouse
space and a half acre of land at 4232 E. Interstate 30, Rockwall, Texas
75087.
ITEM 3. LEGAL
PROCEEDINGS
As of
December 31, 2009, the Company is not involved in any legal
proceedings.
ITEM
4. SUBMISSION
OF MATTERS TO A VOTE OF SECURITY HOLDERS
On
December 22, 2009, at the annual meeting of shareholders, a majority of our
shareholders approved the following actions, all as proposed in our Proxy
Statement:
|
1.
|
To
re-elect Ed Stevens as our sole
director.
|
7
PART
II
ITEM
5.
|
MARKET
FOR REGISTRANT’S COMMON EQUITY AND RELATED STOCKHOLDERS
MATTERS
|
The
common stock traded over-the-counter – bulletin board during 2009. The stock
traded on October 10, 2009 for $1.01.
At
December 31, 2009, we had approximately 82 record holders of our common
stock. This number excludes any estimate by us of the number
of beneficial owners of shares held
in street name, the
accuracy of which cannot be
guaranteed.
Dividends
We have
not paid cash dividends on any class of common equity since formation
and we do not anticipate paying any dividends on our outstanding common stock in
the foreseeable future.
Warrants
The
Company has no warrants outstanding.
ITEM
6. SELECTED
FINANCIAL DATA
Not applicable for smaller reporting
companies.
ITEM
7. MANAGEMENT
DISCUSSIONS AND ANALYSIS OR PLAN OF OPERATION
SUMMARY
OF 2009
EXECUTIVE
OVERVIEW: After double digit growth from 2007 to 2008 (15.9%) we realized the
impact of the nationwide recession in 2009 as sales reduced 6.9%. We
benefited from a competitor closing and from some modest year-over-year price
increases that helped offset a potentially larger revenue reduction versus
2008. We implemented strict cost controls, utilized less outside
services (whether professional or other), to improve profitability and the net
result was a net improvement to the bottom line of about $34,000.
REVENUES:
Revenues for the twelve months ended December 31, 2009 were $116,211 compared to
$124,802 for the twelve months ended December 31, 2008. The decrease of 6.9% is
due to the overall decline in the economy and the slow-down of construction
related projects. Price increases, which were implemented in the fourth quarter
of 2008, impacted revenue about $3,000 year-over-year, and referral
business from a near-by competitor that went out of business, impacted revenue
about $7,000 in the second and third quarters. These two items helped
off-set declining revenue while the local economy struggled with the nationwide
recession.
COST OF
SALES: Cost of sales for the twelve months ended December 31, 2009 were $55,945
compared to $67,855 for the twelve months ended December 31, 2008 making the
gross profit percentages 51.9% and 45.6% respectively. The margin improvement is
related to three main factors. 1) Impact of price increases of
$3,000. This impacted margins about 2.6%. 2) Cost
decreases on cement of approximately $1,600 or 1.4% margin
points. The remaining 2.3% points were related to volume
mix.
OPERATING
EXPENSES: Total operating expenses, exclusive of depreciation, for the twelve
months ended December 31, 2009 were $71,229 compared to $102,681 for the twelve
months ended December 31, 2008. The decrease is related to three significant
items: 1) A decrease in contract services of $21,300 for business development,
strategy planning and basic financial assistance; 2) Decreased professional fees
of $8,900 due to lower audit fees and bookkeeping services; and 3) Reduced
office expense of $3,000 due to computer equipment that was purchased the prior
year. The above costs do not include depreciation expense which was $18,212 for
the twelve month period ended December 31, 2009 versus $19,829 for the
equivalent periods ended December 31, 2008.
8
We had
interest expense of $224 and $682 in 2009 and 2008, respectively.
NET LOSS:
Net loss for the twelve months ended December 31, 2009 was $29,281 compared to a
loss of $63,132 for the twelve months ended December 31, 2008 due to the
aforementioned reasons.
LIQUIDITY
AND CAPITAL RESOURCES: Kingdom Koncrete filed on Form SB-1, a
registration statement with the U.S. Securities & Exchange Commission in
order to raise funds to develop their business. The registration statement
became effective in July 2007 and Kingdom Koncrete has raised funds under that
registration statement at $0.50 per share. As of December 31, 2009, Kingdom
Koncrete raised $209,950 by selling 419,900 shares. In
2009 the Company sold 30,000 restricted shares for $15,000.
In
addition to the preceding, the Company plans for liquidity needs on a short term
and long term basis as follows:
Short Term
Liquidity:
The
company relies on funding operations through operating cash
flows. And although operating cash flows (net loss excluding
depreciation) were a negative $11,000 for the twelve months ended December 31,
2009, approximately $32,000 of expenses were related to professional fees and
contract services that were paid by the funds raised in the offering that became
effective in July 2007. Backing out this expense the company had
positive modified cash flows of about $21,000 for the twelve months ended
December 31, 2009. The President has advanced the Company $67,656 and $108,656
as of December 31, 2009 and 2008, respectively, for working
capital. No interest is paid on this advance.
Long Term
Liquidity:
The long
term liquidity needs of the Company are projected to be met primarily through
the cash flow provided by operations. As discussed above modified cash flow from
operating activities for the twelve month period ended December 31, 2009 when
backing out the professional fees and contract services was about
$21,000. With the price increase that was administered in 2009, the
cement cost reduction and the referral business the Company believes that
operating cash flow will be sufficient to support the business
going-forward.
Capital
Resources:
In
September 2003, the Company entered into a loan agreement that has a term of six
years, ending August 2009. The general purpose of the loan agreement
was to purchase the concrete batch plant that the company owns and uses in daily
operations. As of December 31, 2009 the Company owes $0, under this
loan agreement as the loan was paid in-full, within terms, during the three
months ended September 30, 2009.
With the
limited operating history of our Company we have noticed a slight seasonal trend
with increased business in the spring / summer and a fall off during the colder
part of the year. Even with the recession, we still experienced the
seasonal swings with the winter months (January – March and October to December)
fluctuating more than the prior year. At the beginning of the year we
saw that people spent less discretionary money on construction projects, saw
improvement in the spring and summer of 2009, and a reduction of orders late in
the year.
9
We do not
expect any significant change to our equity or debt structure and do not
anticipate entering into any off-balance sheet arrangements.
Material Changes in
Financial Condition:
WORKING
CAPITAL: Working Capital decreased by $3,857 to ($2,549) since December 31,
2008. This reduction is due to the decrease in cash of $56,000 since
December 31, 2008. This reduction in cash was partially off-set by
repayments to the shareholder on his advances of $41,000 and note payments of
$10,300. Accounts payable and accrued expenses remained
flat.
Critical Accounting
Policies:
The
Company’s critical accounting policies and estimates are depreciation expense,
interest expense accruals on loans. Please reference footnotes two
and three.
SHAREHOLDERS’
EQUITY: Shareholders’ Equity decreased by $14,300 due to the net loss in the
twelve months ended December 31, 2009 of $29,300 and partially offset by cash
advances (subsequently converted into restricted stock) of $15,000.
UNUSUAL
EVENTS: None.
FUTURE
FINANCIAL CONDITION: Although 2010 has started slowly due to the inclement
weather in North Texas we are planning low double-digit revenue growth in 2010
as we continue to advertise and take market share. We spend time with
our customers listening to their voice and make necessary changes to improve
service and market accordingly.
ITEM
7A.
|
QUANTITATIVE
AND QUALITATIVE DISCLOSURES ABOUT MARKET
RISK
|
Not
required for a smaller reporting company.
ITEM
8. FINANCIAL
STATEMENTS AND SUPPLEMENTARY DATA
The financial statements of the Company,
together with the independent auditors' report thereon of The Hall Group, CPAs
appear on pages F-1 through F-12 of this report.
ITEM
9. CHANGES
IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING
AND FINANCIAL DISCLOSURE
None.
ITEM
9A. CONTROLS
AND PROCEDURES
Evaluation of Disclosure
Controls and Procedures
We
carried out an evaluation of the effectiveness of the design and operation of
our disclosure controls and procedures (as defined in Exchange Act
Rules 13a-15(e) and 15d-15(e)) as of December 31, 2009. This
evaluation was accomplished under the supervision and with the participation of
our chief executive officer / principal executive officer, and chief financial
officer / principal financial officer who concluded that our disclosure controls
and procedures are not effective to ensure that all material information
required to be filed in the annual report on Form 10-K has been made known to
them.
10
Disclosure,
controls and procedures include, without limitation, controls and procedures
designed to ensure that information required to be disclosed by in our reports
filed under the Securities Exchange Act of 1934, as amended (the "Act") is
accumulated and communicated to the issuer'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
upon an evaluation conducted for the period ended December 31, 2009, our Chief
Executive and Chief Financial Officer as of December 31, 2009 and as of the date
of this Report, has concluded that as of the end of the periods covered by this
report, we have identified the following material weaknesses in our internal
controls:
|
·
|
Reliance
upon independent financial reporting consultants for review of critical
accounting areas and disclosures and material non-standard
transaction.
|
|
·
|
Lack
of sufficient accounting staff which results in a lack of segregation of
duties necessary for a good system of internal
control.
|
In order
to remedy our existing internal control deficiencies, as our finances allow, we
will hire additional accounting staff.
Management’s Annual Report
on Internal Control Over Financial Reporting
Our
management is responsible for establishing and maintaining adequate internal
control over financial reporting, as such term is defined in
Rules 13a-15(f) and 15d-15(f) of the Exchange Act. Our internal control
system was 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 in the
United States of America. Our internal control over financial
reporting includes those policies and procedures that (i) pertain to the
maintenance records that, in reasonable detail, accurately and fairly reflect
the transactions and dispositions of the assets of the Company; (ii) provide
reasonable assurance that transactions are recorded as necessary to permit
preparation of financial statements in accordance with accounting principles
generally accepted in the United States of America, and that receipts and
expenditures of the Company are being made only in accordance with
authorizations of management of the Company; and (iii) provide reasonable
assurance regarding prevention or timely detection of unauthorized acquisition,
use, or disposition of the Company’s assets that could have a material effect on
the financial statements.
Because
of inherent limitations, a system of 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 due to change in conditions, or that the degree of compliance with
the policies or procedures may deteriorate.
Our
management conducted an evaluation of the effectiveness of our internal control
over financial reporting using the criteria set forth by the Committee of
Sponsoring Organizations of the Treadway Commission (COSO) in Internal
Control—Integrated Framework at December 31, 2009. Based on its
evaluation, our management concluded that, as of December 31, 2009, our internal
control over financial reporting was not effective because of limited staff and
a need for a full-time chief financial officer. A material weakness
is a deficiency, or a combination of control deficiencies, in internal control
over financial reporting such that there is a reasonable possibility that a
material misstatement of the Company’s annual or interim financial statements
will not be prevented or detected on a timely basis.
This
annual report does not include an attestation report of the Company’s registered
public accounting firm regarding internal control over financial
reporting. Management’s report was not subject to the attestation by the
Company’s registered public accounting firm pursuant to temporary rules of the
SEC that permit the Company to provide only management’s report in this annual
report.
Changes in Internal Controls
over Financial Reporting
We have
not yet made any changes in our internal controls over financial reporting that
occurred during the period covered by this report on Form 10-K that has
materially affected, or is reasonably likely to materially affect, our
internal control over financial reporting.
11
PART
III
ITEM
10. DIRECTORS
AND EXECUTIVE OFFICERS OF REGISTRANT
Name
|
Age
|
Position
|
Edward
Stevens
|
54
|
Chief
Executive Officer, Chief Financial Officer, and Director since December
29, 2006
|
Background
of the Director and Executive Officer:
Edward
Stevens:
Mr.
Stevens graduated from Indiana State University in 1989 with a BS in Electronic
Technology. He was a Design Engineer with Grand Transformer, Inc., Plano, Texas
from 1989 through 2003 before becoming a Design Engineer with Nova Magnetics,
Inc., in Garland, Texas from 2003 to the present where he is still employed on a
part time basis. In addition, in 2003 Mr. Stevens started Kingdom Concrete, Inc.
which is the subsidiary of Kingdom Koncrete, Inc., being the President of both.
Mr. Stevens is at the Kingdom Concrete, Inc. plant six days a week and spends
approximately six hours on any given day on Kingdom Concrete, Inc.
affairs. He spends approximately two hours a day working on projects
for Nova Magnetics, Inc. out of the Kingdom Concrete offices.
ITEM
11. EXECUTIVE
COMPENSATION
Following
is what our officers received in 2009 and 2008 as
compensation.
Name
|
Capacity
Served
|
Aggregate
Remuneration
|
Edward
Stevens
|
Chief
Executive Officer, Chief Financial Officer, and Director
|
2009:
$0
2008:
$0
|
As of the
date of this filing, our sole officer is our only employee. We have no
employment agreements with any officer, director or employee.
12
ITEM
12.
|
SECURITY
OWNERSHIP OF MANANGEMENT AND BENEFICIAL
OWNERS
|
As of
December 31, 2009 the following persons are known to the Company to own 5% or
more of the Company's Voting Stock:
Title
/ Relationship to Issuer
|
Name
of Owner
|
Number
of Shares Owned
|
Percent
of Total
|
Chief
Executive Officer, Chief Financial Officer,
and
Director
|
Edward
Stevens
|
4,650,000
|
84.98
|
ITEM
13.
|
CERTAIN
RELATIONSHIPS AND RELATED PARTY
TRANSACTION
|
As of the
date of this filing, the Company owes their Chief Executive Officer for amounts
advanced in prior years to fund operating expenses. As of
December 31, 2010, the Company had an account payable to a shareholder for
accounting and consulting services.
There are
no other agreements or proposed transactions, whether direct or indirect, with
anyone, but more particularly with any of the following:
● | a director or officer of the issuer; | |
● | any principal security holder; | |
● | any promoter of the issuer; | |
● | any relative or spouse, or relative of such spouse, of the above referenced persons. |
ITEM
14. PRINCIPAL ACCOUNTING FEES AND SERVICES
(1) AUDIT
FEES
The
aggregate fees billed for professional services rendered by our auditors, for
the audit of the registrant's annual financial statements and review of the
financial statements included in the registrant's Form 10-K or services that are
normally provided by the accountant in connection with statutory and regulatory
filings or engagements was $10,000 and $8,500 for the years ended December 31,
2009 and 2008, respectively.
(2)
AUDIT-RELATED FEES
The
aggregate fees billed for professional services rendered by our auditors, for
the registrant’s quarterly financial statements and review of the unaudited
financial statements included in the registrant’s Form 10-Q was $6,000 and
$6,000 for the years ended December 31, 2009 and 2008,
respectively.
(3) TAX
FEES
NONE
(4) ALL
OTHER FEES
NONE
13
(5) AUDIT
COMMITTEE POLICIES AND PROCEDURES
Audit
Committee Financial Expert
The
Securities and Exchange Commission has adopted rules implementing
Section 407 of the Sarbanes-Oxley Act of 2002 requiring public companies to
disclose information about “audit committee financial experts.” As of the
date of this Annual report, we do not have a standing Audit Committee. The functions of the
Audit Committee are currently assumed by our Board of Directors.
Additionally, we do not have a member of our Board of Directors that qualifies
as an “audit committee financial expert.” For that reason, we do not have
an audit committee financial expert.
Policies
and Procedures:
The Board
of Directors policies and procedures for hiring Independent Principal
Accountants are summarized as follows:
|
·
|
The
Board ensures that the accountants are qualified by reviewing their valid
license information as filed with the Texas State Board of Public
Accountancy.
|
|
·
|
The
Board ensures that the firm is registered with the
PCAOB.
|
|
·
|
The
Board ensures that the accountants are independent by reviewing Regulation
S-X, section 210.2-01(b).
|
(6) If
greater than 50 percent, disclose the percentage of hours expended on the
principal accountant's engagement to audit the registrant's financial statements
for the most recent fiscal year that were attributed to work performed by
persons other than the principal accountant's full-time, permanent
employees.
Not
applicable.
14
PART
IV
|
ITEM
15.
|
EXHIBITS,
FINANICAL STATEMENTS AND REPORTS ON FORM
8-K
|
(a) The
following documents are filed as part of this report: Included in
Part II, Item 7 of this report:
Report of Independent Registered Public
Accounting Firm
Consolidated Balance Sheets as of
December 31, 2009 and 2008
Consolidated
Statements of Operations for the Years Ended December 31, 2009 and
2008
Consolidated
Statement of Changes in Stockholders’ Equity for the Years Ended December 31,
2009 and 2008
Consolidated
Statements of Cash Flows for the Years Ended December 31, 2009 and
2008
Notes to
the Consolidated Financial Statements
(b) The
Company filed no Form 8-K’s in 2009.
(c) Exhibits
No.
|
Description
|
31.1
|
Certification
of the Company’s Principal Executive Officer pursuant to Section 302 of
the Sarbanes-Oxley Act of 2002
|
31.2
|
Certification
of the Company’s Principal Financial Officer pursuant to Section 302 of
the Sarbanes-Oxley Act of 2002
|
32.1
|
Certification
of the Company’s Principal Executive Officer and Principal Financial
Officer pursuant to 18 U.S.C. Section 1350, as adopted to Section 906 of
the Sarbanes-Oxley Act of 2002.
|
15
SIGNATURES
Pursuant
to the requirements of the Securities Exchange Act of 1934, the Registrant has
duly caused this Annual Report on Form 10-K to be signed on its behalf by the
undersigned hereunto duly authorized.
KINGDOM
KONCRETE, INC.
By: /s/ Edward
Stevens
Edward
Stevens
Chief
Executive Officer & Chief Financial Officer
Dated:
March 5, 2010
16
KINGDOM
KONCRETE, INC.
CONSOLIDATED
FINANCIAL STATEMENTS
DECEMBER
31, 2009
TABLE
OF CONTENTS
Report of Independent Registered Public Accounting Firm | F-2 |
Consolidated
Balance Sheets as of December 31, 2009 and 2008
|
F-3
|
Consolidated
Statements of Operations for the Years Ended December 31, 2009 and
2008
|
F-4
|
Consolidated
Statement of Changes in Stockholders’ Equity for the Years Ended December
31, 2009 and 2008
|
F-5
|
Consolidated
Statements of Cash Flows for the Years Ended December 31, 2009 and
2008
|
F-6
|
Notes
to the Consolidated Financial Statements
|
F-7
to F-12
|
17
REPORT OF
INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
To the
Board of Directors and Management of
Kingdom
Koncrete, Inc.
Rockwall,
Texas
We have
audited the accompanying consolidated balance sheets of Kingdom Koncrete, Inc.
as of December 31, 2009 and 2008, and the related consolidated statements of
operations, cash flows and stockholders’ equity for the years then
ended. 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 of these financial statements 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.
We were
not engaged to examine management’s assertion about the effectiveness of Kingdom
Koncrete, Inc.’s internal control over financial reporting as of December 31,
2009 and 2008 and, accordingly, we do not express an opinion
thereon.
In our
opinion, the consolidated financial statements referred to above present fairly,
in all material respects, the financial position of Kingdom Koncrete, Inc. as of
December 31, 2009 and 2008, and the results of its operations and its cash flows
for the years then ended in conformity with accounting principles generally
accepted in the United States of America.
The
accompanying financial statements have been prepared assuming that the Company
will continue as a going concern. As discussed in Note 8 to the
financial statements, the Company has suffered significant losses and will
require additional capital to develop its business until the Company either (1)
achieves a level of revenues adequate to generate sufficient cash flows from
operations; or (2) obtains additional financing necessary to support its working
capital requirements. These conditions raise substantial doubt about
the Company’s ability to continue as a going concern. Management’s
plans in regard to these matters are also described in Note 8. The
financial statements do not include any adjustments that might result from the
outcome of this uncertainty.
/s/
The Hall Group, CPAs
The Hall
Group, CPAs
Dallas,
Texas
February
24, 2009
F-2
KINGDOM
KONCRETE, INC.
Consolidated
Balance Sheets
December
31, 2009 and 2008
|
2009 | 2008 | ||||||
ASSETS | |||||||
Current
Assets
|
|||||||
Cash
and Cash Equivalents
|
$ | 69,928 | $ | 125,926 | |||
Inventory
|
459 | 250 | |||||
Total
Current Assets
|
70,387 | 126,176 | |||||
Fixed
Assets
|
|||||||
Equipment
|
164,194 | 156,406 | |||||
Leasehold
Improvements
|
7,245 | 7,245 | |||||
Office
Equipment
|
675 | 675 | |||||
Less:
Accumulated Depreciation
|
(141,733 | ) | (123,521 | ) | |||
Total
Fixed Assets
|
30,381 | 40,805 | |||||
TOTAL
ASSETS
|
$ | 100,768 | $ | 166,981 | |||
LIABILITIES
AND STOCKHOLDERS' EQUITY
|
|||||||
Current
Liabilities
|
|||||||
Accounts Payable--Related Party | $ | 4,000 | $ | 4,000 | |||
Accounts Payable | 200 | 305 | |||||
Accrued
Expenses
|
1,080 | 1,570 | |||||
Advances
from Shareholder
|
67,656 | 108,656 | |||||
Current
Portion of Long Term Note Payable
|
0 | 10,337 | |||||
Total
Current Liabilities
|
72,936 | 124,868 | |||||
Long
Term Liabilities
|
|||||||
Notes
Payable
|
0 | 10,337 | |||||
Less:
Current Portion
|
0 | (10,337 | ) | ||||
Total
Long Term Liabilities
|
0 | 0 | |||||
Total
Liabilities
|
72,936 | 124,868 | |||||
Stockholders'
Equity
|
|||||||
Common
Shares, $.001 par value, 50,000,000 shares authorized, 5,471,900 and
5,441,900 shares issued
|
|||||||
and
outstanding
|
5,472 | 5,442 | |||||
Additional
Paid-In Capital
|
255,332 | 240,362 | |||||
Retained
Earnings (Deficit)
|
(232,972 | ) | (203,691 | ) | |||
Total
Stockholders' Equity
|
27,832 | 42,113 | |||||
TOTAL
LIABILITIES AND STOCKHOLDERS' EQUITY
|
$ | 100,768 | $ | 166,981 |
The
Accompanying Notes are an Integral Part of these Consolidated Financial
Statements.
F-3
KINGDOM
KONCRETE, INC.
Consolidated
Statements of Operations
For
the Years Ended December 31, 2009 and 2008
2009
|
2008
|
|||||||
REVENUES
|
$ | 116,211 | $ | 124,802 | ||||
COST
OF SALES
|
55,945 | 67,855 | ||||||
GROSS PROFIT | 60,266 | 56,947 | ||||||
OPERATING
EXPENSES
|
||||||||
Depreciation & Amortization | 18,212 | 19,829 | ||||||
Advertising | 4,348 | 3,240 | ||||||
General and Administrative | 66,881 | 99,441 | ||||||
TOTAL OPERATING EXPENSES | 89,441 | 122,510 | ||||||
NET
OPERATING (LOSS)
|
(29,175 | ) | (65,563 | ) | ||||
OTHER
INCOME (EXPENSE)
|
||||||||
Interest
Income
|
118 | 3,113 | ||||||
Interest
Expense
|
(224 | ) | (682 | ) | ||||
TOTAL
OTHER INCOME (EXPENSE)
|
(106 | ) | 2,431 | |||||
NET
(LOSS) BEFORE INCOME TAXES
|
(29,281 | ) | (63,132 | ) | ||||
Provision
for Income Taxes (Expense) Benefit
|
0 | 0 | ||||||
NET
(LOSS)
|
$ | (29,281 | ) | $ | (63,132 | ) | ||
EARNINGS
PER SHARE, basic and diluted
|
||||||||
Weighted
Average of Outstanding Shares
|
5,447,525 | 5,387,823 | ||||||
Income
(Loss) per Share
|
$ | (0.01 | ) | $ | (0.01 | ) |
The
Accompanying Notes are an Integral Part of these Consolidated Financial
Statements.
F-4
KINGDOM
KONCRETE, INC.
Consolidated
Statement of Changes in Stockholders’ Equity
For
the Years Ended December 31, 2009 and 2008
Retained
|
||||||||||||||||||||
Common
Stock
|
Paid-In
|
Earnings
|
|
|||||||||||||||||
Shares
|
Amount
|
Capital
|
(Deficit)
|
Totals
|
||||||||||||||||
Stockholders'
Equity (Deficit) at January 1, 2008
|
5,199,500 | $ | 5,199 | $ | 119,105 | $ | (140,559 | ) | $ | (16,255 | ) | |||||||||
Issuance
of Common Stock for Cash
|
220,400 | 221 | 110,279 | 110,500 | ||||||||||||||||
Issuance
of Common Stock for Services
|
22,000 | 22 | 10,978 | 11,000 | ||||||||||||||||
Net
(Loss)
|
(63,132 | ) | (63,132 | ) | ||||||||||||||||
Stockholders'
Equity (Deficit) at December 31, 2008
|
5,441,900 | $ | 5,442 | $ | 240,362 | $ | (203,691 | ) | $ | 42,113 | ||||||||||
Issuance
of Common Stock for Cash
|
30,000 | 30 | 14,970 | 15,000 | ||||||||||||||||
Net
(Loss)
|
(29,281 | ) | (29,281 | ) | ||||||||||||||||
Stockholders'
Equity (Deficit) at December 31, 2009
|
5,471,900 | $ | 5,472 | $ | 255,332 | $ | (232,972 | ) | $ | 27,832 |
The
Accompanying Notes are an Integral Part of these Consolidated Financial
Statements.
F-5
KINGDOM
KONCRETE, INC.
Consolidated
Statements of Cash Flows
For
the Years Ended December 31, 2009 and 2008
2009
|
2008
|
|||||||
CASH
FLOWS FROM OPERATING ACTIVITIES
|
||||||||
Net
Income (Loss)
|
$ | (29,281 | ) | $ | (63,132 | ) | ||
Adjustments
to reconcile net income to net cash
|
||||||||
provided
by operating activities:
|
||||||||
Depreciation
& Amortization
|
18,212 | 19,829 | ||||||
Shares
Issued in Exchange for Services
|
0 | 11,000 | ||||||
(Increase)
Decrease in Inventory
|
(209 | ) | 646 | |||||
(Decrease)
in Accounts Payable
|
(105 | ) | (4,017 | ) | ||||
(Decrease)
in Accrued Expenses
|
(490 | ) | (70 | ) | ||||
Net
Cash (Used) by Operating Activities
|
(11,873 | ) | (35,744 | ) | ||||
CASH
FLOWS FROM INVESTING ACTIVITIES
|
||||||||
Purchase
of Fixed Assets
|
(7,788 | ) | (15,000 | ) | ||||
Net
Cash (Used) by Investing Activities
|
(7,788 | ) | (15,000 | ) | ||||
CASH
FLOWS FROM FINANCING ACTIVITIES
|
||||||||
Payments
on Notes
|
(10,337 | ) | (13,029 | ) | ||||
Payments
on Shareholder Advance
|
(41,000 | ) | (2,900 | ) | ||||
Proceeds
from Sale of Common Stock
|
15,000 | 110,500 | ||||||
Net
Cash Provided/(Used) by Financing Activities
|
(36,337 | ) | 94,571 | |||||
NET
INCREASE (DECREASE) IN CASH AND CASH EQUIVALENTS
|
(55,998 | ) | 43,827 | |||||
CASH
AND CASH EQUIVALENTS AT BEGINNING OF YEAR
|
125,926 | 82,099 | ||||||
CASH
AND CASH EQUIVALENTS AT END OF YEAR
|
$ | 69,928 | $ | 125,926 | ||||
SUPPLEMENTAL
DISCLOSURES
|
||||||||
Cash
Paid During the Year for Interest Expense
|
$ | 224 | $ | 682 | ||||
Shares
Issued in Exchange for Services
|
$ | 0 | $ | 11,000 |
The
Accompanying Notes are an Integral Part of these Consolidated Financial
Statements.
F-6
KINGDOM
KONCRETE, INC.
Notes
to the Consolidated Financial Statements
December
31, 2009 and 2008
NOTE
1 – NATURE OF ACTIVITIES AND SIGNIFICANT ACCOUNTING POLICIES
Nature of Activities,
History and Organization:
Kingdom
Koncrete, Inc. (The “Company”) operates a ‘carry and go’ concrete business. The
Company is located in Rockwall, Texas and was incorporated on August 22, 2006
under the laws of the State of Nevada.
Kingdom
Koncrete Inc. is the parent company of Kingdom Concrete, Inc. (“Kingdom Texas”),
a company incorporated under the laws of the State of Texas. Kingdom Texas was
established in 2003 and for the past four years has been operating a single
facility in Texas.
On August
22, 2006, Kingdom Koncrete, Inc. ("Koncrete Nevada"), a private holding company
established under the laws of Nevada, was formed in order to acquire 100% of the
outstanding common stock of Kingdom Texas. On June 30, 2006, Koncrete
Nevada issued 5,000,000 shares of common stock in exchange for a 100% equity
interest in Kingdom Texas. As a result of the share exchange, Kingdom
Texas became the wholly owned subsidiary of Koncrete Nevada. As a
result, the shareholders of Kingdom Texas owned a majority of the voting stock
of Koncrete Nevada. The transaction was regarded as a reverse merger
whereby Kingdom Texas was considered to be the accounting acquirer as its
shareholders retained control of Koncrete Nevada after the exchange, although
Koncrete Nevada is the legal parent company. The share exchange was
treated as a recapitalization of Koncrete Nevada. As such, Kingdom
Texas (and its historical financial statements) is the continuing entity for
financial reporting purposes. The financial statements have been prepared as if
Koncrete Nevada had always been the reporting company and, on the share exchange
date, changed its name and reorganized its capital stock.
Significant Accounting
Policies:
The
Company’s management selects accounting principles generally accepted in the
United States of America and adopts methods for their
application. The application of accounting principles requires the
estimating, matching and timing of revenue and expense. The
accounting policies used conform to generally accepted accounting principles
which have been consistently applied in the preparation of these financial
statements.
The
financial statements and notes are representations of the Company’s management
which is responsible for their integrity and objectivity. Management further
acknowledges that it is solely responsible for adopting sound accounting
practices, establishing and maintaining a system of internal accounting control
and preventing and detecting fraud. The Company's system of internal
accounting control is designed to assure, among other items, that 1)
recorded transactions are valid; 2)
valid transactions are
recorded; and 3) transactions are recorded in the proper
period in a timely manner to produce financial statements which present fairly
the financial condition, results of operations and cash flows of the Company for
the respective periods being presented.
F-7
FASB Accounting Standards
Codification:
In June
2009, the Financial Accounting Standards Board (“FASB”) issued new guidance
concerning the organization of authoritative guidance under U.S. Generally
Accepted Accounting Principles (“GAAP”). This new guidance created the FASB
Accounting Standards Codification (“Codification”). The Codification
has become the source of authoritative U.S. GAAP recognized by the FASB to be
applied by nongovernmental entities. Rules and interpretive releases of the SEC
under authority of federal securities laws are also sources of authoritative
U.S. GAAP for SEC registrants. The Codification became effective for the Company
in its quarter ended September 30, 2009. As the Codification is not intended to
change or alter existing U.S. GAAP, it did not have any impact on the Company’s
consolidated financial statements. On its effective date, the Codification
superseded all then-existing non-SEC accounting and reporting standards. All
other non-grandfathered non-SEC accounting literature not included in the
Codification will become non-authoritative.
Basis of
Presentation:
The
Company prepares its financial statements on the accrual basis of
accounting. All intercompany balance and transactions are
eliminated. Investments in subsidiaries are reported using the
consolidation method.
Cash and Cash
Equivalents:
Cash and
cash equivalents includes cash in banks with original maturities of three months
or less are stated at cost which approximates market value, which in the opinion
of management, are subject to an insignificant risk of loss in
value.
Inventory:
Inventory
is comprised of gravel, the primary raw material used to make
concrete. The Company uses the weighted average method for inventory
tracking and valuation and calculates inventory at each month end.
Inventory is stated at the lower of cost or market
value.
Fair Value of Financial
Instruments:
Accounting
Standards Codification (“ASC”) Topic 820, “Fair Value Measurements and
Disclosures” (formally SFAS No. 107), defines fair value, establishes a
framework for measuring fair value in generally accepted accounting principles,
and requires certain disclosures about fair value measurements. In
general, fair value of financial instruments are based upon quoted market
prices, where available. If such quoted market prices are not
available, fair value is based upon internally developed models that primarily
use, as inputs, observable market based parameters. Valuation
adjustments may be made to ensure that financial instruments are recorded at
fair value. These adjustments may include amounts to reflect
counterparty credit quality and the Corporation’s credit worthiness, among other
things, as well as unobservable parameters. Any such
valuation adjustments are applied consistently over time. At December
31, 2009, the Company did not have any financial instruments other than cash and
cash equivalents.
Property and
Equipment:
Property
and equipment are stated at cost less accumulated depreciation. Major renewals
and improvements are capitalized; minor replacements, maintenance and repairs
are charged to current operations. Depreciation is computed by applying
the straight-line method over the estimated useful lives which are generally
five to seven years.
F-8
Revenue
Recognition:
The
Company recognizes revenue in accordance with ASC 605-10, "Revenue Recognition in Financial
Statements", (formerly Staff Accounting Bulletin No. 104 (“SAB
104”). Revenue will be recognized only when all of the following
criteria have been met:
|
·
|
Persuasive
evidence of an arrangement exists;
|
|
·
|
Ownership
and all risks of loss have been transferred to buyer, which is generally
upon shipment;
|
|
·
|
The
price is fixed and determinable;
and
|
|
·
|
Collectibility
is reasonably assured.
|
Revenue
is recorded net of any sales taxes charged to customers.
Cost of Goods
Sold:
Cost of
goods sold consists primarily of gravel, which is used to make
concrete. Due to large space requirements, the Company orders gravel
approximately every four to six weeks and expenses all purchases when
made. At each month end, the Company approximates the amount of
gravel remaining and capitalizes it as inventory based upon the weighted average
method.
Advertising:
Advertising
costs are expensed as incurred. These expenses were $4,348 and $3,240
for the years ended December 31, 2009 and 2008, respectively.
Income
Taxes:
Income
from the corporation is taxed at regular corporate rates per the Internal
Revenue Code. There are no provisions for current taxes due to net
available operating losses.
Earnings per
Share:
Earnings
per share (basic) is calculated by dividing the net income (loss) by the
weighted average number of common shares outstanding for the period
covered. As the Company has no potentially dilutive securities, fully
diluted earnings per share is equal to earnings per share (basic).
Reclassification:
Certain
prior year amounts have been reclassified in the consolidated balance sheets,
consolidated statements of operations and consolidated statements of cash flows
to conform to current period presentation. These reclassifications
were not material to the consolidated financial statements and had no effect on
net earnings reported for any period.
Recent Accounting
Pronouncements:
The
Company does not expect the adoption of recently issued accounting
pronouncements to have a significant impact on the Company’s results of
operations, financial position or cash flow.
F-9
Use of
Estimates:
The
preparation of financial statements in conformity with generally accepted
accounting principles requires management to make estimates and assumptions that
affect certain reported amounts and disclosures. Accordingly, actual
results could differ from those estimates.
NOTE 2 – FIXED
ASSETS
Fixed
assets at December 31, 2009 and 2008 are comprised of the
following:
2009
|
2008
|
|||||||
Equipment
|
$
|
164,194
|
$
|
156,406
|
||||
Leasehold
Improvements
|
7,245
|
7,245
|
||||||
Office
Equipment
|
675
|
675
|
||||||
Less: Accumulated
Depreciation
|
(141,733
|
)
|
(123,521
|
)
|
||||
Total
Fixed Assets
|
$
|
30,381
|
$
|
40,805
|
Depreciation
expense was $18,212 and $19,829 for the years ended December 31, 2009 and 2008,
respectively.
NOTE 3 – NOTES
PAYABLE
The
Company acquired machinery and equipment through an SBA loan on September
12, 2003 in the amount of $70,000 with an interest rate of
6.59%. The monthly payment is $1,183 including principal and
interest for 72 months, due August 12, 2009. The remaining
balances at December 31, 2009 and 2008 were $0 and $10,337,
respectively, all of which was current. The loan was
fully paid-off in August 2009.
|
Interest
expense was $224 and $682 for the years ended December 31, 2009 and 2008,
respectively.
NOTE 4 –
EQUITY
The
Company is authorized to issue 50,000,000 common shares at a par value of $0.001
per share. These shares have full voting rights.
The
Company issued 220,400 common shares during 2008 at a price of $.50 per
share. The Company issued 22,000 common shares for consulting
services that were rendered.
The
Company converted $15,000 of advances during 2009 for 30,000
shares.
At
December 31, 2009 there were 5,471,900 common shares
outstanding. There are no stock option plans or outstanding warrants
as of December 31, 2009.
F-10
NOTE 5 – INCOME
TAXES
The
Company has adopted ASC 740-10 (formerly SFAS No. 109), which requires the use
of the liability method in the computation of income tax expense and the current
and deferred income taxes payable (deferred tax liability) or benefit (deferred
tax asset). Valuation allowances are established when necessary
to reduce deferred tax assets to the amount expected to be
realized.
The
cumulative tax effect at the expected tax rate of 25% of significant items
comprising the Company’s net deferred tax amounts as of December 31, 2009 and
2008 are as follows:
Deferred
Tax Asset Related to:
2009
|
2008
|
|||||||
Prior Year | $ | 50,923 | $ | 35,140 | ||||
Tax Benefit for Current Year | 7,320 | 15,783 | ||||||
Total Deferred Tax Asset | 58,243 | 50,923 | ||||||
Less:
Valuation Allowance
|
(58,243 | ) | (50,923 | ) | ||||
Net
Deferred Tax Asset
|
$ | 0 | $ | 0 |
The net
deferred tax asset generated by the loss carryforward has been fully reserved.
The cumulative net operating loss carry-forward is approximately $232,972 at
December 31, 2009, and will expire in the years 2025 through 2028.
The
realization of deferred tax benefits is contingent upon future earnings and is
fully reserved at December 31, 2009.
NOTE 6 – DUE TO
SHAREHOLDER
The
Company is obligated to a shareholder for funds advanced to the Company for
start up expenses and working capital. The advances are unsecured and
are to be paid back as the Company has available funds to do so. No
interest rate or payback schedule has been established. There has
been no interest paid or imputed on these advances. The amounts due
at December 31, 2009 and 2008 are $67,656 and $108,656,
respectively.
NOTE 7 – COMMITMENTS AND
CONTINGENCIES
The
Company leases an office and operational facilities on a month-to-month basis.
Rent expense was $13,600 and $12,900 for the years ended December 31, 2009 and
2008.
NOTE 8 – FINANCIAL CONDITION AND
GOING CONCERN
Kingdom
Koncrete, Inc. has an accumulated deficit through December 31, 2009 totaling
$232,972 and recurring losses from operations. Because of this
accumulated loss, Kingdom Koncrete, Inc. will require additional working capital
to develop its business operations. The Company intends to raise
additional working capital either through private placements, public offerings,
bank financing and/or shareholder funding. There are no assurances
that Kingdom Koncrete, Inc. will be able to either (1) achieve a level of
revenues adequate to generate sufficient cash flow from operations; or (2)
obtain additional financing through either private placement, public offerings,
bank financing and/or shareholder funding necessary to support Kingdom Koncrete,
Inc.'s working capital requirements. To the extent that funds generated
from any private placements, public offerings, bank financing and/or shareholder
funding are insufficient, Kingdom Koncrete, Inc. will have to raise additional
working capital. No assurance can be given that additional financing will
be available, or if available, will be on terms acceptable to Kingdom Koncrete,
Inc.
If adequate working capital is not available Kingdom Koncrete, Inc. may
not be able to continue its operations.
F-11
Management
believes that the efforts it has made to promote its business will continue for
the foreseeable future. These conditions raise substantial doubt
about Kingdom Koncrete, Inc.'s ability to continue as a going
concern. The financial statements do not include any adjustments
relating to the recoverability and classification of asset carrying amounts or
the amount and classification of liabilities that might be necessary should
Kingdom Koncrete, Inc. be unable to continue as a going concern.
NOTE 9 – RECENT ACCOUNTING
PRONOUNCEMENTS
In 2009,
the FASB issued the following guidance:
SFAS No. 166:
"Accounting for Transfers of Financial Assets—an amendment of FASB Statement No.
140", which was codified
into ASC 860, which be effective for the Company as of January 1,
2010.
SFAS No. 167: "Accounting for
Transfers of Financial Assets", which was codified into ASC 810-10, which
will be effective for the Company as of January 1, 2010.
FSP No. FAS 107-1 and APB
28-1: “Interim Disclosures about Fair Value of Financial
Instruments”, which was codified into ASC 825.
FSP No. FAS 115-2 and FAS
124-2: “Recognition and Presentation of Other-Than-Temporary
Impairments”, which was codified into ASC 320-10-65-4.
FSP No. FAS
157-4: “Determining Fair Value When the
Volume and Level of Activity for the Asset or Liability Have Significantly
Decreased and Identifying Transactions That Are Not Orderly”, which was
codified into ASC 820-10-65-4.
Management
has reviewed these new standards and believes they had or will have no material
impact on the financial statements of the Company.
NOTE 10 – SUBSEQUENT
EVENTS
During
2009, the FASB issued ASC 855-10 “Subsequent
Events”, (formerly SFAS No. 165, “Subsequent Events,”) which
establishes general standards for accounting for and disclosure of events that
occur after the balance sheet date but before the financial statements are
issued or are available to be issued. The pronouncement requires the disclosure
of the date through which an entity has evaluated subsequent events and the
basis for that date, whether that date represents the date the financial
statements were issued or were available to be
issued. In conjunction with the preparation of
these financial statements, an evaluation of subsequent events was performed
through March 3, 2010, which is the date the financial statements were
issued. No reportable subsequent events were
noted.
F-12