LIVING 3D HOLDINGS, INC. - FORM 10-K

Attached files

file	filename
EX-31.1 - EX 31.1 - LIVING 3D HOLDINGS, INC.	exhibitthirtyoneone.htm
EX-32.1 - EX 32.1 - LIVING 3D HOLDINGS, INC.	exhibitthirtytwoone.htm

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-K

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

For the fiscal year ended December 31, 2010

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

For the transition period from _________ to ____________

Commission File No. 333-102684

AIRWARE INTERNATIONAL CORP.

(Exact name of Registrant as specified in its charter)

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

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

Registrant’s telephone number (602) 778-7516

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

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

Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act. Yes ¨ No x

Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the Act. Yes ¨ No x

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

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

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer or a smaller reporting company. See the definitions of “large accelerated filer,” “accelerated filer,” and “smaller reporting company” in Rule 12b-2 of the Exchange Act.


Large accelerated filer	¨	Accelerated filer	¨

Non-accelerated filer	¨	Smaller reporting company	x

Indicate by check mark whether the registrant is a shell company (as defined by Rule 12b-2 of the Act). Yes x No ¨

The aggregate market value of the voting and non-voting common equity held by non-affiliates computed by reference to the price at which the common equity was last sold as of March 31, 2011 is $1,136,884.

The number of shares of the issuer’s Common Stock outstanding as of March 25, 2011 is 3,414,048.

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PART I

Item 1. Description of Business

GENERAL

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

Due to time demand pressures upon Mr. Henrie from other sources, as of December 31, 2007, he was no longer able to devote the time necessary to our product development and he resigned his officer and director positions. Since our business development in the concrete casting industry was not sufficiently mature to render us commercially viable in that industry, the decision was made to shut down development of concrete products and discontinue those operations. We hired Kevin J. Asher as our new president and he is now attempting to locate and acquire new business opportunities. On July 1, 2010 the registrant changed its name to AirWare International Corp. in preparation for a merger with AirWare Holdings, Inc. As of September 30, 2010, the merger had not closed and the planned merger was cancelled. The Company is classified as a development stage company as defined in ASC 915-10 (formerly SFAS No. 7).

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

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

Employees

AirWare has no employees at this time other than Kevin J. Asher, its CEO and CFO.

Government Regulations: There are no specific government regulations, either foreign or domestic that inhibit Concrete Casting.

Item 1A. Risk Factors

Not Required.

Item 1B. Unresolved Staff Comments

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

Item 2. Property

AirWare has no properties. Without current operations, there is no need for any property.

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Item 3. Legal Proceedings

None

Item 4. (Removed and Reserved)

Part II

Item 5. Market for Registrant’s Common Equity and Related Stockholders Matters and Issuer Purchases of Equity Securities

NO PRESENT PUBLIC MARKET

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

OPTION, WARRANTS AND REGISTRATION RIGHTS

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

RULE 144 SHARES

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

PENNY STOCK RULES

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

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

1	contains a description of the nature and level of risk in the market for penny stocks in both public offerings and secondary trading;

2	contains a description of the broker's or dealer's duties to the customer and of the rights and remedies available to the customer with respect to a violation to such duties or other requirements of Securities' laws;

3	contains a brief, clear, narrative description of a dealer market, including "bid" and "ask" prices for penny stocks and significance of the spread between the "bid" and "ask" price;

4	contains a toll-free telephone number for inquiries on disciplinary actions;

5	defines significant terms in the disclosure document or in the conduct of trading in penny stocks; and

6	contains such other information and is in such form (including language, type, size and format), as the Commission shall require by rule or regulation.

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

1	with bid and offer quotations for the penny stock;

2	the compensation of the broker-dealer and its salesperson in the transaction;

3	the number of shares to which such bid and ask prices apply, or other comparable information relating to the depth and liquidity of the market for such stock; and

4	monthly account statements showing the market value of each penny stock held in the customer's account.

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

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HOLDERS OF OUR COMMON STOCK

As of the date of this registration statement, we have 79 registered shareholders.

DIVIDENDS

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

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

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

We have not declared any dividends. We do not plan to declare any dividends in the foreseeable future.

Item 6. Selected Financial Data.

Not Required.

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

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

A Note about Forward-Looking Statements

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

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

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Plan of Operations

PLAN OF OPERATIONS

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

As of March 23, 2011, we have cash on hand of approximately $7,500 which given current expenditures will not be sufficient to cover expenses for the next twelve months. This cash has come from sales of our common stock at the purchase price of $0.25 per share pursuant to a private offering of our shares. During 2007, pursuant to the private offering we sold 316,800 shares for a total investment proceeds to AirWare of $165,000. The Company has also obtained a $12,00 non-interest bearing note from one of its shareholders. Our current expenditures include primarily the payment of professional fees necessary to keep the corporate structure of AirWare in good standing and to meet the reporting requirements with the Securities and Exchange Commission. The Company will need to obtain additional capital to continue operations. This capital will come in the form of shareholder loans or equity financing.

Results of Operations for the fiscal years ended December 31, 2010 and 2009.

Net Sales . The Company had no sales for the years ended December 31, 2010 and 2009.

Cost of Sales . The Company had no cost of sales for the years ended December 31, 2010 and 2009.

General and Administrative expenses . General and Administrative expenses for the year ended December 31, 2010 was $22,955. Most of the expenses were derived from accounting and legal fees and stock based compensation to its CEO. General and Administrative expenses for the year ended December 31, 2009 was $16,026. The majority of these expenses related to compensation expense paid to the Company’s sole employee and director as well as accounting and professional fees related to the to the Company’s reporting requirements with the Securities and Exchange Commission. The increase in General and Administrative expenses over the prior year were a result of legal fees related to the failed merger and stock based compensation issued to the CEO.

Liquidity and Capital Resources. Since inception, we have financed our cash requirements from the sale of equity securities. The Company will need to acquire additional capital in the form of shareholder loans or additional equity financing to continue for the next twelve months.

Critical Accounting Policies

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

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

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Certain Trends and Uncertainties:

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

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

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

General domestic economic and political conditions

Changes in laws and government regulations, including without limitation regulations of the Securities and Exchange Commission

The availability and timing of receipt of necessary outside capital

Other risk factors described from time to time in the Company’s filings with the Securities and Exchange Commission.

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

Item 7A. Quantitative and Qualitative Disclosures about Market Risk and Supplementary Data.

Not Required.

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Item 8. Financial Statements

AirWare International Corp.

Index to the Financial Statements

December 31, 2010 and 2009

	Page
Report of Independent Registered Public Accounting firm	8

Financial Statements of AirWare International Corp

Balance Sheets, December 31, 2010 & 2009	9
Statements of Operations For the Years Ended December 31, 2010 and 2009 and From the Date of Inception October 28, 1987 through December 31, 2010	10
Statements of Shareholders’ Equity (Deficit) from the Date of Inception October 28, 1987 through December 31, 2010	11
Statements of Cash Flows For the Years Ended Decemb er 31, 2010 and 2009 and From the Date of Inception October 28, 1987 through December 31, 2010	19

Notes to the Financial Statements	21

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REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

To the Board of Directors

AirWare International Corp.

(A Development Stage Company)

Tempe, Arizona

We have audited the accompanying balance sheets of AirWare International Corp. as of December 31, 2010 and 2009, and the related statements of operations, stockholders' equity, and cash flows 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 in accordance with the standards of the Public Company Accounting Oversight Board (United States). Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. The Company is not required to have, nor were we engaged to perform an audit of its internal control over financial reporting. Our audit included consideration of internal control over financial reporting as a basis for designing audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of the Company’s internal control over financial reporting. Accordingly, we express no such opinion. An audit also includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements, assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation. We believe that our 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 AirWare International Corp. as of December 31, 2010 and 2009, and the results of its operations and its cash flows for the years then ended in conformity with U.S. generally accepted accounting principles.

The accompanying financial statements have been prepared assuming that the Company will continue as a going concern. As discussed in Note 5 to the financial statements, the Company's recurring losses from operations raises substantial doubt about its ability to continue as a going concern. Management's plans as to these matters are also described in Note 5. The 2010 and 2009 financial statements do not include any adjustments that might result from the outcome of this uncertainty.

/s/HJ & Associates, LLC

Salt Lake City, Utah

March 31, 2011

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AIRWARE INTERNATIONAL CORP.

(Formerly Concrete Casting Incorporated)

(A Development Stage Company)

BALANCE SHEETS

ASSETS
	December 31, 2010			December 31, 2009

Current Assets
Cash and cash equivalents	$	412		$	16,503

Total Current Assets		412			16,503

Total Assets	$	412		$	16,503

LIABILITIES AND STOCKHOLDERS' EQUITY
Current Liabilities
Accounts payable and accrued expenses	$	4,071		$	2,408

Total Current Liabilities		4,071			2,408

Commitments and Contingencies		-			-

Stockholders' Equity
Common stock, $.001 par value, 90,000,000 shares authorized,
3,414,048 and 3,366,048 shares issued and outstanding,		3,414			3,366
respectively
Preferred Stock, $.001 par value, 10,000,000 shares authorized,
no shares issued and outstanding		-			-
Additional paid-in capital		502,195			497,043
Accumulated deficit		(509,268	)		(486,314	)

Total Stockholders' Equity		(3,659	)		14,095

Total Liabilities and Stockholders' Equity	$	412		$	16,503

The Accompanying Notes are an Integral

Part of the Financial Statements

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AIRWARE INTERNATIONAL CORP.

(Formerly Concrete Casting Incorporated)

(A Development Stage Company)

STATEMENTS OF OPERATIONS

For the Years Ended December 31, 2010 and 2009 and

From the Date of Inception October 28, 1987 through December 31, 2009


	2010			2009			From the Date of Inception, October 28, 1987 through December 31, 2010

Revenues	$	-		$	-		$	-

Cost of Revenues		-			-			-

Gross Profit (Loss)		-			-			-

General and Administrative Expenses		22,954			16,026			83,515

Loss from Operations		22,954			16,026			(83,515	)

Other Expenses - Interest and Miscellaneous		-			-			(18,555	)


Loss before Discontinued Operations		(22,954	)		(16,026	)		(102,070	)
and Income Taxes

Loss from Discontinued Operations (Note 4)		-			-			(407,198	)

Loss before Income Taxes		(22,954	)		(16,026	)		(509,268	)

Income Taxes		-			-			-

Net Loss	$	(22,954	)	$	(16,026	)	$	(509,268	)

Basic and Diluted Loss
per Common Share from Continued Operations (Note 1)	$	(0.01	)	$	-

Weighted Average Common Shares;
basic and diluted		3,414,048			3,366,048

The Accompanying Notes are an Integral

Part of the Financial Statements

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AIRWARE INTERNATIONAL CORP.

(Formerly Concrete Casting Incorporated)

(A Development Stage Company)

STATEMENTS OF CHANGES IN STOCKHOLDERS’ EQUITY

									Deficit
									Accumulated
					Additional		Stock		During the			Total
	Common Stock				Paid-In		Subscription		Development			Stockholders'
	Shares		Amount		Capital		Payable		Stage			Equity

Balance at October 28, 1987		-	$	-	$	-	$	-	$	-		$	-

October 1987: Common stock offering at $.002/share		312,000		312		988		-		-			1,300

Net loss for the year ended
December 31, 1987		-		-		-		-		(1,540	)		(1,540	)

Balance at December 31, 1987		312,000		312		988		-		(1,540	)		(240	)

Net loss for the year ended
December 31, 1988		-		-		-		-		(241	)		(241	)

Balance at December 31, 1988		312,000		312		988		-		(1,781	)		(481	)

Net loss for the year ended
December 31, 1989		-		-		-		-		(41	)		(41	)

Balance at December 31, 1989		312,000		312		988		-		(1,822	)		(522	)

Net loss for the year ended
December 31, 1990		-		-		-		-		(741	)		(741	)

Balance at December 31, 1990		312,000		312		988		-		(2,563	)		(1,263	)

December 1991: Common stock offering at $.021/share		1,248,000		1,248		24,752		-		-			26,000

Net loss for the year ended
December 31, 1991		-		-		-		-		(2,537	)		(2,537	)

Balance at December 31, 1991		1,560,000	$	1,560	$	25,740	$	-	$	(5,100	)	$	22,200

The Accompanying Notes are an Integral

Part of the Financial Statements

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AIRWARE INTERNATIONAL CORP.

(Formerly Concrete Casting Incorporated)

(A Development Stage Company)

STATEMENTS OF CHANGES IN STOCKHOLDERS’ EQUITY (Continued)

									Deficit
									Accumulated
					Additional		Stock		During the			Total
	Common Stock				Paid-In		Subscription		Development			Stockholders'
	Shares		Amount		Capital		Payable		Stage			Equity

Balance at December 31, 1991		1,560,000	$	1,560	$	25,740	$	-	$	(5,100	)	$	22,200

Net loss for the year ended
December 31, 1992		-		-		-		-		(24,190	)		(24,190	)

Balance at December 31, 1992		1,560,000		1,560		25,740		-		(29,290	)		(1,990	)

Net loss for the year ended
December 31, 1993		-		-		-		-		(478	)		(478	)

Balance at December 31, 1993		1,560,000		1,560		25,740		-		(29,768	)		(2,468	)

Net loss for the year ended
December 31, 1994		-		-		-		-		(2,767	)		(2,767	)

Balance at December 31, 1994		1,560,000		1,560		25,740		-		(32,535	)		(5,235	)

Net loss for the year ended
December 31, 1995		-		-		-		-		(3,038	)		(3,038	)

Balance at December 31, 1995		1,560,000	$	1,560	$	25,740	$	-	$	(35,573	)	$	(8,273	)

The Accompanying Notes are an Integral

Part of the Financial Statements

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AIRWARE INTERNATIONAL CORP.

(Formerly Concrete Casting Incorporated)

(A Development Stage Company)

STATEMENTS OF CHANGES IN STOCKHOLDERS’ EQUITY (Continued)

									Deficit
									Accumulated
					Additional		Stock		During the			Total
	Common Stock				Paid-In		Subscription		Development			Stockholders'
	Shares		Amount		Capital		Payable		Stage			Equity

Balance at December 31, 1995		1,560,000	$	1,560	$	25,740	$	-	$	(35,573	)	$	(8,273	)

July 1996: Common stock issued for
forgiveness of debt at $.163/share		72,000		72		11,679		-		-			11,751

July 1996: Common stock issued for
services at $.167/share		57,600		58		9,542		-		-			9,600

Net loss for the year ended
December 31, 1996		-		-		-		-		(13,751	)		(13,751	)

Balance at December 31, 1996		1,689,600		1,690		46,961		-		(49,324	)		(673	)

Expenses paid on behalf of
Company by shareholder		-		-		47		-		-			47

Net loss for the year ended
December 31, 1997		-		-		-		-		(424	)		(424	)

Balance at December 31, 1997		1,689,600	$	1,690	$	47,008	$	-	$	(49,748	)	$	(1,050	)

The Accompanying Notes are an Integral

Part of the Financial Statements

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AIRWARE INTERNATIONAL CORP.

(Formerly Concrete Casting Incorporated)

(A Development Stage Company)

STATEMENTS OF CHANGES IN STOCKHOLDERS’ EQUITY (Continued)

									Deficit
									Accumulated
					Additional		Stock		During the			Total
	Common Stock				Paid-In		Subscription		Development			Stockholders’
	Shares		Amount		Capital		Payable		Stage			Equity

Balance at December 31, 1997		1,689,600	$	1,690	$	47,008	$	-	$	(49,748	)	$	(1,050	)

July 1998: Common stock issued for		48,000		48		4,952		-		-			5,000
services at $.104/share

Net loss for the year ended		-		-		-		-		(4,494	)		(4,494	)
December 31, 1998

Balance at December 31, 1998		1,737,600		1,738		51,960		-		(54,242	)		(544	)

January 1999: Common stock issued		19,200		19		381		-		-			400
for services at $.02/share

Net loss for the year ended		-		-		-		-		(603	)		(603	)
December 31, 1999

Balance at December 31, 1999		1,756,800		1,757		52,341		-		(54,845	)		(747	)

Net loss for the year ended		-		-		-		-		(16,159	)		(16,159	)
December 31, 2000

Balance at December 31, 2000		1,756,800	$	1,757	$	52,341	$	-	$	(71,004	)	$	16,906	)

The Accompanying Notes are an Integral

Part of the Financial Statements

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AIRWARE INTERNATIONAL CORP.

(Formerly Concrete Casting Incorporated)

(A Development Stage Company)

STATEMENTS OF CHANGES IN STOCKHOLDERS’ EQUITY (Continued)

									Deficit
									Accumulated
					Additional		Stock		During the			Total
	Common Stock				Paid-In		Subscription		Development			Stockholders'
	Shares		Amount		Capital		Payable		Stage			Equity

Balance at December 31, 2000		1,756,800	$	1,757	$	52,341	$	-	$	(71,004	)	$	(16,906	)

November 2001: Common stock issued to acquire
assets of Concrete Casting, Inc. at $.01/share		960,000		960		1,040		-		-			2,000

Net loss for the year ended
December 31, 2001		-		-		-		-		(10,966	)		(10,966	)

Balance at December 31, 2001		2,716,800		2,717		53,381		-		(81,970	)		(25,872	)

Contributed Services		-		-		11,500		-		-			11,500

Net loss for the year ended
December 31, 2002		-		-		-		-		(19,173	)		(19,173	)

Balance at December 31, 2002		2,716,800		2,717		64,881		-		(101,143	)		(33,545	)

Contributed Services		-		-		14,462		-		-			14,462

Net loss for the year ended
December 31, 2003		-		-		-		-		(23,453	)		(23,453	)

Balance at December 31, 2003		2,716,800		2,717		79,343		-		(124,596	)		(42,536	)

Contributed Services		-		-		19,573		-		-			19,573

Net loss for the year ended
December 31, 2004		-		-		-		-		(30,021	)		(30,021	)

Balance at December 31, 2004		2,716,800	$	2,717	$	98,916	$	-	$	(154,617	)	$	(52,984	)

The Accompanying Notes are an Integral

Part of the Financial Statements

- 15 -

AIRWARE INTERNATIONAL CORP.

(Formerly Concrete Casting Incorporated)

(A Development Stage Company)

STATEMENTS OF CHANGES IN STOCKHOLDERS’ EQUITY (Continued)

										Deficit
										Accumulated
					Additional		Stock			During the			Total
	Common Stock				Paid-In		Subscription			Development			Stockholders'
	Shares		Amount		Capital		Payable			Stage			Equity

Balance at December 31, 2004		2,716,800	$	2,717	$	98,916	$	-		$	(154,617	)	$	(52,984	)

September through December 2005:
Common stock offering at $.368/share		55,008		55		28,595		(8,400	)		-			20,250

Contributed Services		-		-		19,428		-			-			19,428

Net loss for the year ended
December 31, 2005		-		-		-		-			(38,018	)		(38,018	)

Balance at December 31, 2005		2,771,808		2,772		146,939		(8,400	)		(192,635	)		(51,324	)

Stock subscription paid		-		-		-		8,400			-			8,400

Contributed Services		-		-		29,447		-			-			29,447

July 2006: Common stock issued for service at $.52/share		14,400		14		7,486		-			-			7,500

January through December 2006:
Common stock offering at $.52/share		239,040		239		124,262		-			-			124,501

Net loss for the year ended
December 31, 2006		-		-		-		-			(80,910	)		(80,910	)

Balance at December 31, 2006		3,025,248	$	3,025	$	308,134	$	-		$	(273,545	)	$	37,614

The Accompanying Notes are an Integral

Part of the Financial Statements

- 16 -

AIRWARE INTERNATIONAL CORP.

(Formerly Concrete Casting Incorporated)

(A Development Stage Company)

STATEMENTS OF CHANGES IN STOCKHOLDERS’ EQUITY (Continued)

									Deficit
									Accumulated
					Additional		Stock		During the			Total
	Common Stock				Paid-In		Subscription		Development			Stockholders'
	Shares		Amount		Capital		Payable		Stage			Equity

Balance at December 31, 2006		3,025,248	$	3,025	$	308,134	$	-	$	(273,545	)	$	37,614

June through September 2007:
Common stock offering at $.52/share		316,800		317		164,683		-		-			165,000

Net loss for the year ended
December 31, 2007		-		-		-		-		(152,208	)		(152,208	)

Balance at December 31, 2007		3,342,048		3,342		472,817		-		(425,753	)		50,406

Stock for Services		24,000		24		22,476		-		-			22,500

Net loss for the year ended
December 31, 2008		-		-		-		-		(44,535	)		(44,535	)

Balance at December 31, 2008		3,366,048		3,366		495,293		-		(470,288	)		28,371

Contributed Services		-		-		1,750		-		-			1,750

Net loss for the year ended
December 31, 2009		-		-		-		-		(16,026	)		(16,026	)

Balance at December 31, 2009		3,366,048	$	3,366	$	497,043	$	-	$	(486,314	)	$	14,095

The Accompanying Notes are an Integral

Part of the Financial Statements

- 17 -

AIRWARE INTERNATIONAL CORP.

(Formerly Concrete Casting Incorporated)

(A Development Stage Company)

STATEMENTS OF CHANGES IN STOCKHOLDERS’ EQUITY (Continued)

									Deficit
									Accumulated
					Additional		Stock		During the			Total
	Common Stock				Paid-In		Subscription		Development			Stockholders'
	Shares		Amount		Capital		Payable		Stage			Equity

Balance at December 31, 2009		3,366,048		3,366		497,043		-		(486,314	)		14,095

Stock for Services		48,000		48		5,152		-		-			5,200

Net loss for the year ended
December 31, 2010		-		-		-		-		(22,954	)		(22,954	)

Balance at December 31, 2010		3,414,048	$	3,414	$	502,195	$	-	$	(509,268	)	$	(3,659	)

The Accompanying Notes are an Integral

Part of the Financial Statements

- 18 -

AIRWARE INTERNATIONAL CORP.

(Formerly Concrete Casting Incorporated)

(A Development Stage Company)

STATEMENTS OF CASH FLOWS

For the Years Ended December 31, 2010 and 2009 and

From the Date of Inception October 28, 1987 through December 31, 2010

	2010			2009			From the date of Inception, October 28, 1987 through December 31, 2010


Cash flows from operating activities:
Net Loss	$	(22,954	)	$	(16,026	)	$	(509,268	)

Adjustments to reconcile net loss
to net cash provided (used) by
operating activities:
Loss on impairment of assets		-			-			2,000
Loss on disposal of assets		-			-			4,785
Stock issued for forgiveness of debt		-			-			11,751
Expenses paid on behalf of the Company		-			-			47
Stock issued for services		5,200			-			44,800
Contributed Services		-			1,750			96,160
Depreciation		-			-			8,162

Changes in assets and liabilities:
(Increase) decrease in organization costs		-			-			(203	)
Increase (decrease) in accounts payable		1,663			(376	)		4,071

Net cash used by operating activities		(16,091	)		(14,652	)		(337,695	)

Cash flows from investing activities:
Purchase of fixed assets		-			-			(2,269	)
Purchase of leasehold improvements		-			-			(10,474	)

Net cash used by investing activities		-			-			(12,743	)

Cash flows from financing activities:
Proceeds from equity issuances		-			-			350,850

Net cash provided by financing activities		-			-			350,850

Net increase (decrease) in cash and cash equivalents		(16,091	)		(14,652	)		412

Cash and cash equivalents at beginning of year		16,503			31,155			-

Cash and cash equivalents at end of year	$	412		$	16,503		$	412

The Accompanying Notes are an Integral

Part of the Financial Statements

- 19 -

AIRWARE INTERNATIONAL CORP.

(Formerly Concrete Casting Incorporated)

(A Development Stage Company)

STATEMENTS OF CASH FLOWS

For the Years Ended December 31, 2010 and 2009 and

From the Date of Inception October 28, 1987 through December 31, 2010

	2010		2009		From the Date of Inception, October 28, 1987 through December 31, 2010

Supplemental disclosure of cash flow information:

Cash paid during the year for:
Interest	$	-	$	-	$	-
Taxes	$	-	$	-	$	-

Non-cash investing and financing activities:
Equity issued for services	$	5,200	$	-	$	44,800
Equity issued for assets	$	-	$	-	$	2,000
Contributed services	$	-	$	1,750	$	96,160

The Accompanying Notes are an Integral

Part of the Financial Statements

- 20 -

AIRWARE INTERNATIONAL CORP.

(Formerly Concrete Casting Incorporated)

(A Development Stage Company)

NOTES TO FINANCIAL STATEMENTS

December 31, 2009 and 2008

Note 1

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

Organization and History

AirWare International Corp. (originally Staco Incorporated) (the Company) was organized under the laws of the State of Nevada on October 28, 1987. The Company was organized for the purpose of pursing the business of stock transfer and register agent and conducted limited activity until operations ceased. The business remained inactive until 2001 during which time it sought new business opportunities. On November 30, 2001, the Company acquired certain assets from Mr. Cordell Henrie, a sole proprietor doing business as Concrete Casting. Mr. Henrie became the president of the Company. The Company changed its name to Concrete Casting Incorporated on January 17, 2002. The assets included drawings, plans and concepts with respect to the design of products to be cast out of concrete. The Company pursued the development of its concrete casting assets but never generated significant revenues. On December 31, 2007, Mr. Henrie resigned as an officer and a director of the Company to pursue other interests and the Company has discontinued its concrete casting operations. The Company has retained the services of Kevin J. Asher to serve as its sole officer and director. During the year ended December 31, 2009 the Company added one additional officer. Mr. Asher is seeking to acquire new business opportunities for the Company. On July 1, 2010 the registrant changed its name to AirWare International Corp. in preparation for a merger with AirWare Holdings, Inc. As of September 30, 2010, the merger had not closed and the planned merger was cancelled. The Company is classified as a development stage company as defined in ASC 915-10.

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.

Fair Value of Financial Instruments

The carrying amounts of cash and cash equivalents, trade receivables and trade payables approximate fair value because of the short maturity of these financial instruments.

Cash and Cash Equivalen

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

Property and Equipment

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

The Company had no fixed assets for the years ended December 31, 2010 and 2009.

- 21 -

Note 1

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

Income Taxes

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

The Company has adopted the provisions of ASC 740-10 (formerly FASB interpretation No. 48, Accounting for Uncertainty in Income Taxes), on July 1, 2007.

The Company files income tax returns in the U.S. federal jurisdiction, and the state of Utah. With few exceptions, the Company is no longer subject to U.S. federal, state and local, or non-U.S. income tax examinations by tax authorities for years before 2005. Interest and penalties associated with unrecognized tax benefits are classified as additional income taxes in the statement of income.

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

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

As of December 31, 2010 the Company has not filed federal or Utah income tax returns for the years ended December 31, 2010, 2009, 2008, 2007, 2006 or 2005. Due to losses for those periods the Company does not believe it has any tax liability related to those tax years.

- 22 -

Note 1

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

Basic Loss per Common Share

Basic loss per common share is computed based on weighted average shares outstanding and excludes any potential dilution from stock options, warrants and other common stock equivalents. Basic net loss per common share is computed by dividing loss available to common shareholders by the weighted average number of common shares outstanding for the period.

	2010			2009
Loss available to common stockholders	$	(22,954	)	$	(16,026	)
Weighted average number of common shares used in basic earnings per share		3,414,048			3,366,048
Basic weighted average loss per share	$	(0.01	)	$	(0.00	)

Revenue Recognition

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

Concentration

For the year ended December 31, 2010 and 2009, the Company did not have any revenues from business operations.

Pending Accounting Pronouncements

There have been no recent accounting pronouncements issued which are expected to have a material effect on the Company’s financial statements.

Related Party Transactions

Management Compensation - During the year ended December 31, 2010, the Company issued 48,000 shares of its common stock to Kevin Asher. Kevin Asher was the Company’s sole director and officer during that period.

Note 2

Common Stock Transactions

On July1, 2010, the Majority Shareholders of the issued and outstanding shares of the Company’s common stock approved a .48 for 1 reverse common stock split; these interim financial statements have been adjusted for the effects of this reverse split. In addition, the Company increased its authorized shares to 90,000,000 shares of $.001 par value common stock and 10,000,000 shares of $.001 par value blank check preferred stock. These actions were approved by the Registrant’s board of directors, who then submitted the actions to the shareholders for approval. Both actions were approved pursuant to a majority shareholder written consent signed by the holders of 3,640,000, or 51% of the 7,112,600 pre-split common shares issued and outstanding.

During the year ended December 31, 2010, the Company issued 48,000 shares of common stock as compensation to its CEO. The Company valued the stock at its fair market value of about $.11 per share, resulting in compensation expense of $5,200. The Company will recognized this expense prorata over the year ended December 31, 2010. Compensation expense was $5,200 related to this event.

- 23 -

Note 3

Provision for Income Taxes

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

Net deferred tax assets consist of the following components as of December 31, 2010 and 2009:

Deferred tax assets:	2010			2009

NOL Carryover	$	151,944		$	145,020
Related Party Accruals		-			-
Depreciation		-			-
Deferred tax liabilities		-			-

Less: Valuation Allowance		(151,944	)		(145,020	)

Net Deferred Tax Asset	$	-		$	-

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, 2010 and 2009 due to the following:

	2010			2009

Book Loss	$	(8,952	)	$	(6,250	)
Stock Issued for Services		2,028			-
Contributed Services		-			683

Less: Valuation Allowance		6,924			5,567

Net Deferred Tax Asset	$	-		$	-

At December 31, 2010, the Company had net operating loss carry-forwards of approximately $388,700 that may be offset against future taxable income from the year 2010 through 2030. No tax benefit has been reported in the December 31, 2010 financial statements since the potential tax benefit is offset by a valuation allowance of the same amount.

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

Note 4

Discontinued Operations

On December 31, 2007, the Company decided to cease its operating business. In accordance with ASC 360-10, the Company has classified all prior operations with the exception of interest expense as discontinued operations and has restated all prior income statements. No income tax benefit has been attributed to the transactions.

- 24 -

Note 4

Discontinued Operations (continued)

A summary of the Discontinued Operations are as follows:

	From the Date of Inception, October 28, 1987 through December 31, 2007

Revenues	$	1,450

Cost of Revenues		1,283

Gross Profit (Loss)		167

General and Administrative Expenses		400,580
Loss on Impairment of Asset		2,000

Loss from Operations		(402,413	)

Other Income (Expense)		-

Loss on Disposal of Assets:		(4,785	)

Total Other Income (Expense)		(4,785	)

Net Loss	$	(407,198	)

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

Subsequent Events

Management has evaluated subsequent events pursuant to the requirements of ASC Topic 855 and has determined that other than listed below, no material subsequent events exist.

On February 28, 2011 the Company received a $12,000 non-interest bearing advance from its largest shareholder to fund operations.

- 25 -

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 conducted an evaluation under the supervision and with the participation of our management, including our Chief Executive Officer and Chief Financial Officer, of the effectiveness of the design and operation of our disclosure controls and procedures. The term “disclosure controls and procedures,” as defined in Rules 13a-15(e) and 15d-15(e) under the Securities and Exchange Act of 1934, as amended (“Exchange Act”), means controls and other procedures of a company that are designed to ensure that information required to be disclosed by the company in the reports it files or submits under the Exchange Act is recorded, processed, summarized and reported, within the time periods specified in the Securities and Exchange Commission's rules and forms. Disclosure controls and procedures also include, without limitation, controls and procedures designed to ensure that information required to be disclosed by a company in the reports that it files or submits under the Exchange Act is accumulated and communicated to the company's management, including its principal executive and principal financial officers, or persons performing similar functions, as appropriate, to allow timely decisions regarding required disclosure. Based on this evaluation, our Chief Executive Officer and Chief Financial Officer concluded as of December 31, 2010 that our disclosure controls and procedures were effective at the reasonable assurance level over disclosure controls.

Management’s Report on Internal Control Over Financial Reporting

Our management is responsible for establishing and maintaining adequate internal control over financial reporting as defined in Rules 13a-15(f) and 15d-15(f) under the Exchange Act. Our internal control over financial reporting is designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles. Our internal control over financial reporting includes those policies and procedures that:

(1) pertain to the maintenance of records that in reasonable detail accurately and fairly reflect the transactions and dispositions of our assets;

(2) provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with U.S. GAAP, and that our receipts and expenditures are being made only in accordance with the authorization of our management and directors; and

(3) provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use or disposition of our assets that could have a material effect on the financial statements.

Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements. Also, projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate.

Management assessed the effectiveness of our internal control over financial reporting as of December 31, 2010 and determined that our controls and procedures were effective at the reasonable assurance level. This annual report does not include an attestation report of our registered public accounting firm regarding internal control over financial reporting. Management's report was not subject to attestation by our registered public accounting firm pursuant to to rules of the Securities and Exchange Commission that permits us to provide only management's report in this annual report.

We have assessed the effectiveness of our internal control over financial reporting as of December 31, 2010, the period covered by this Annual Report on Form 10-K, as discussed above. In making this assessment, we used the criteria set forth by the Committee of Sponsoring Organizations of the Treadway Commission (COSO) in Internal Control—Integrated Framework. Based on these criteria and our assessment, we have determined that, as of December 31, 2009, our internal control over financial reporting was effective.

Changes in Internal Control over Financial Reporting

During the year ended December 31, 2009, the Company added Greg W. Holmes as Secretary of the Company. The addition of Mr. Holmes was to address the material weakness as it related to segregation of duties as noted in the report issued for the year ended December 31, 2008.

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

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

ITEM 9B. Other Information

None

- 26 -

PART III

Item 10. Directors, Executive Officers and Corporate Governance

The following table sets forth the names, ages, and positions with AirWare International Corp. for

each of the directors and officers of Concrete Casting.

Name	Age Position (1)

Kevin J. Asher	34
Chairman, CEO, CFO, Treasurer and Director since 2008
Greg W. Holmes	46

Secretary since 2009

(1) All executive officers are elected by the Board and hold office until the next Annual Meeting of shareholders and until their successors are elected and agree to serve.

Effective January 1, 2008, Kevin J. Asher was elected a director and to the following officer positions of AirWare International Corp.: President, Secretary, Treasurer, Chief Executive Officer, Chief Financial Officer, and Chief Accounting Officer. The election of Mr. Asher was to fill the vacancies created by the resignation of Cordell Henrie, which took effect on December 31, 2007. During the year ended December 21, 2009, Kevin Asher resigned as Secretary and Greg W. Holmes was added as Secretary of the Company.

Section 16(A) Beneficial Ownership Reporting Compliance

Since the Company does not have securities registered pursuant to Section 12 of the Securities Exchange Act of 1934 (the “34 Act”), its officers, directors and 10% shareholders are not required to file beneficial ownership reports pursuant to Section 16(a) of the 34 Act.

Item 11. Executive Compensation

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

Summary Compensation Table

Name and principal position	Year	Salary ($)	Stock Awards ($)	Total ($)
Kevin J. Asher, CEO, CFO, President, Treasurer, Chief Accounting Officer	2008 2009 2010	0 0 0	22,500 0 5,200	22,500 0 5,200
Greg W. Holmes, Secretary	2008 2009 2010	0 0 0	0 0 0	0 0 0

- 27 -

Item 12. Security Ownership of Certain Beneficial Owners and Management

The following table provides the beneficial ownership of our common stock by each person known by us to beneficially own more than 5% of our common stock outstanding as of March 25, 2010 and by the officers and directors of AirWare International Corp. as a group.

	Common	Percent of
Name and Address	Shares	Class (1)

Kevin J. Asher	72,000	2.1%
2116 E. Beautiful Lane
Phoenix, Arizona 85042

Thomas E. Hofer Estate	360,000	10.5%
P.O. Box 3431
Carefree, Arizona 85377

Jeff W. Holmes	1,392,000	40.7%
8555 East Voltaire Ave.
Scottsdale, Arizona 85260

All executive officers and directors	72,000	2.1%
as a group (one)

Item 13. Certain Relationships and Related Transactions

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

On February 28, 2011 the Company received a $12,000 non-interest bearing advance from its largest shareholder to fund operations.

- 28 -

PART IV

Item 14. Principal Accountant Fees and Services

Audit Fees. The aggregate fees billed by our auditors for professional services rendered in connection with the audit of our annual financial statements for the fiscal year ended December 31, 2010 and 2009 was approximately $11,800 and $11,800.

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

Tax Fees. The aggregate fees billed by our auditors for professional services for tax compliance, tax advice, and tax planning were $0 and $0 for the fiscal years ended December 31, 2010 and 2009.

All other Fees. The aggregate fees billed by our auditors for all other non-audit services, such as attending meetings and other miscellaneous financial consulting services approved by the audit committee, for the fiscal years ended December 31, 2010 and 2009 were $0 and $0 respectively.

Item 15. Exhibits

Exhibits


31.1	Certification of CEO and CFO pursuant to Securities Exchange Act rules 13a-15 and 15d-15(c) as adopted pursuant to section 302 of the Sarbanes-Oxley act of 2002.


32.1	Certification of CEO and CFO pursuant to 18 U.S.C. section 1350, as adopted pursuant to section 906 of the Sarbanes-Oxley act of 2002.