Attached files
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-Q
|X| Quarterly Report Pursuant To Section 13 or 15(d) of the Securities Exchange
Act of 1934
For the quarterly period ended December 31, 2011
|_| Transition Report Under Section 13 or 15(d) of the Securities Exchange Act
of 1934
For the transition period from __________ to __________
Commission File Number: None
COLORADO CERAMIC TILE, INC.
---------------------------------
(Exact name of registrant as specified in its charter)
Colorado 84-1307164
--------------------------------- -----------------------------------
(State or other jurisdiction (I.R.S. Employer Identification No.)
of incorporation or organization)
4151 E. County Line Rd.
Centennial, CO 80122
----------------------------------
(Address of principal executive offices, including Zip Code)
303-721-9198
------------
(Issuer's telephone number, including area code)
(Former name or former address if changed since last report)
------------------------------------------------------------
Check whether the issuer (1) filed all reports required to be filed by section
13 or 15(d) of the Exchange Act during the past 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. Yes [X] No [ ]
Indicate by check mark whether the registrant has submitted electronically and
posted on its corporate Web site, if any, every Interactive Data File required
to be submitted and posted pursuant to Rule 405 of Regulation S-T (ss.232.405 of
this chapter) during the preceding 12 months (or for such shorter period that
the registrant was required to submit and post such files). Yes [X] No [ ]
Indicate by check mark whether the registrant is a large accelerated filer, an
accelerated filer, a non-accelerated filer, or a small reporting company. See
the definitions of "large accelerated filer," "accelerated filer,"
"non-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 in
Rule 12b-2 of the Exchange Act). Yes? [ ] No [X] State the number of shares
outstanding of each of the issuer's classes of common equity, as of the latest
practicable date: 8,125,000 shares of common stock as of February 10, 2012.
COLORADO CERAMIC TILE, INC.
FINANCIAL STATEMENTS
(Unaudited)
Quarter Ended December 31, 2011
COLORADO CERAMIC TILE, INC.
Financial Statements
TABLE OF CONTENTS
Page
----
FINANCIAL STATEMENTS
Balance sheets 1
Statements of operation 2
Statements of cash flows 3
Notes to consolidated financial statements 5
COLORDO CERAMIC TILE, INC.
BALANCE SHEETS
Dec. 31, 2011
June 30, 2011 (Unaudited)
------------------ ----------------
ASSETS
Current assets
Accounts receivable $ 21,633 $ 32,894
Inventory 17,552 18,389
------------------ ----------------
Total current assets 39,185 51,283
------------------ ----------------
Deposits 4,193 4,193
Fixed assets - net 4,305 656
------------------ ----------------
Total Assets $ 47,683 $ 56,132
================== ================
LIABILITIES & STOCKHOLDERS' EQUITY
Current liabilities
Bank overdraft $ 1,674 $ 3,652
Accounts payable 243,629 246,230
Notes payable - current 208,235 209,466
Accrued interest payable 318 215
------------------ ----------------
Total current liabilities 453,856 459,563
------------------ ----------------
Long term liabilities
Notes payable 5,675 -
------------------ ----------------
Total long term liabilities 5,675 -
------------------ ----------------
Total Liabilities 459,531 459,563
------------------ ----------------
Stockholders' Equity
Preferred stock, $.001 par
value; 10,000,000 shares
authorized; No shares
issued & outstanding - -
Common stock, $.001 par
value; 100,000,000 shares
authorized; 8,125,000
shares issued and outstanding 8,125 8,125
Additional paid in capital 112,499 112,499
Accumulated deficit (532,472) (524,055)
------------------ ----------------
Total Stockholders' Equity (411,848) (403,431)
------------------ ----------------
Total Liabilities and Stockholders'
Equity $ 47,683 $ 56,132
================== ================
The accompanying notes are an integral part of the financial statements.
1
COLORDO CERAMIC TILE, INC.
STATEMENTS OF OPERATIONS
(Unaudited)
Three Months Three Months Six Months Six Months
Ended Ended Ended Ended
Dec. 31, 2010 Dec. 31, 2011 Dec. 31, 2010 Dec. 31, 2011
----------------- ---------------- -------------- ---------------
Sales (net of returns) $ 162,663 $ 199,769 $ 434,862 $ 450,362
Cost of goods sold 110,128 163,890 304,855 298,620
----------------- ---------------- -------------- ---------------
Gross Profit 52,535 35,879 130,007 151,742
----------------- ---------------- -------------- ---------------
Operating expenses:
Depreciation 3,682 1,824 7,351 3,649
General and
administrative 124,991 22,592 209,662 145,474
----------------- ---------------- -------------- ---------------
128,673 24,416 217,013 149,123
----------------- ---------------- -------------- ---------------
Gain (loss) from
operations (76,138) 11,463 (87,006) 2,619
----------------- ---------------- -------------- ---------------
Other income (expense):
Gain on debt relief - 7,906 - 7,906
Interest expense (3,664) (1,083) (5,597) (2,108)
----------------- ---------------- -------------- ---------------
(3,664) 6,823 (5,597) 5,798
----------------- ---------------- -------------- ---------------
Income (loss) before
provision for income
taxes (79,802) 18,286 (92,603) 8,417
Provision for income tax - - - -
----------------- ---------------- -------------- ---------------
Net income (loss) $ (79,802) $ 18,286 $ (92,603) $ 8,417
================= ================ ============== ===============
Net income (loss) per
share
(Basic and fully diluted) $ (0.01) $ 0.00 $ (0.02) $ 0.00
================= ================ ============== ===============
Weighted average number
of common shares
outstanding 8,125,000 8,125,000 6,062,500 8,125,000
================= ================ ============== ===============
The accompanying notes are an integral part of the financial statements.
2
COLORADO CERAMIC TILE, INC.
STATEMENTS OF CASH FLOWS
(Unaudited)
Six Months Six Months
Ended Ended
Dec. 31, 2010 Dec. 31, 2011
------------- -------------
Cash Flows From Operating Activities:
Net income (loss) $ (92,603) $ 8,417
Adjustments to reconcile net loss to
net cash provided by (used for)
operating activities:
Depreciation 7,351 3,649
Accounts receivable 24,675 (11,261)
Inventory (51) (837)
Bank overdraft (4,329) 1,978
Gain on debt relief - (7,906)
Accrued payables 40,693 2,523
------------- -------------
Net cash provided by (used for)
operating activities (24,264) (3,437)
------------- -------------
Cash Flows From Investing Activities:
- -
------------- -------------
Net cash provided by used for)
investing activities - -
------------- -------------
(Continued On Following Page)
The accompanying notes are an integral part of the financial statements.
3
COLORADO CERAMIC TILE, INC.
STATEMENTS OF CASH FLOWS
(Unaudited)
(Continued From Previous Page)
Six Months Six Months
Ended Ended
Dec. 31, 2010 Dec. 31, 2011
------------- -------------
Cash Flows From Financing Activities:
Notes payable - borrowings 11,300 29,300
Notes payable - payments (15,303) (25,863)
Sales of common stock 82,500 -
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Net cash provided by (used for)
financing activities 78,497 3,437
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Net Increase (Decrease) In Cash 54,233 -
Cash At The Beginning Of The Period - -
------------- -------------
Cash At The End Of The Period 54,233 -
============= =============
Schedule Of Non-Cash Investing And Financing Activities
None
Supplemental Disclosure:
Cash paid for interest $ 5,454 $ 2,033
Cash paid for income taxes $ - $ -
The accompanying notes are an integral part of the financial statements.
4
COLORADO CERAMIC TILE, INC.
NOTES TO FINANCIAL STATEMENTS
(Unaudited)
NOTE 1. ORGANIZATION, OPERATIONS AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
Colorado Ceramic Tile, Inc. (the "Company"), was incorporated in the State of
StateplaceColorado on March 27, 1995. The Company sells and installs stone and
tile.
Basis of Presentation
---------------------
The accompanying unaudited financial statements have been prepared in accordance
with the instructions to Form 10-Q and do not include all of the information and
disclosures required by generally accepted accounting principles for complete
financial statements. All adjustments which are, in the opinion of management,
necessary for a fair presentation of the results of operations for the interim
periods have been made and are of a recurring nature unless otherwise disclosed
herein. The results of operations for such interim periods are not necessarily
indicative of operations for a full year.
Use of Estimates
----------------
The preparation of financial statements in conformity with generally accepted
accounting principles requires management to make estimates and assumptions that
affect reported amounts of assets and liabilities and disclosure of contingent
assets and liabilities at the date of the financial statements and the reported
amounts of revenues and expenses during the reporting period. Actual results
could differ from those estimates.
Cash and cash equivalents
-------------------------
The Company considers all highly liquid investments with an original maturity of
three months or less as cash equivalents.
Accounts receivable
-------------------
The Company reviews accounts receivable periodically for collectability and
establishes an allowance for doubtful accounts and records bad debt expense when
deemed necessary.
Property and equipment
----------------------
Property and equipment are recorded at cost and depreciated under accelerated or
straight line methods over each item's estimated useful life.
5
COLORADO CERAMIC TILE, INC.
NOTES TO FINANCIAL STATEMENTS
(Unaudited)
NOTE 1. ORGANIZATION, OPERATIONS AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
(Continued):
Revenue recognition
-------------------
Revenue is recognized on an accrual basis after services have been performed
under contract terms, the service price to the client is fixed or determinable,
and collectibility is reasonably assured.
Income tax
----------
The Company accounts for income taxes pursuant to ASC 740. Under ASC 740
deferred taxes are provided on a liability method whereby deferred tax assets
are recognized for deductible temporary differences and operating loss
carryforwards and deferred tax liabilities are recognized for taxable temporary
differences. Temporary differences are the differences between the reported
amounts of assets and liabilities and their tax bases. Deferred tax assets are
reduced by a valuation allowance when, in the opinion of management, it is more
likely than not that some portion or all of the deferred tax assets will not be
realized. Deferred tax assets and liabilities are adjusted for the effects of
changes in tax laws and rates on the date of enactment.
Net income (loss) per share
---------------------------
The net income (loss) per share is computed by dividing the net income (loss) by
the weighted average number of shares of common outstanding. Warrants, stock
options, and common stock issuable upon the conversion of the Company's
preferred stock (if any), are not included in the computation if the effect
would be anti-dilutive and would increase the earnings or decrease loss per
share.
Financial Instruments
---------------------
The carrying value of the Company's financial instruments, as reported in the
accompanying balance sheets, approximates fair value.
Long-Lived Assets
-----------------
In accordance with ASC 350, the Company regularly reviews the carrying value of
intangible and other long-lived assets for the existence of facts or
circumstances, both internally and externally, that suggest impairment. If
impairment testing indicates a lack of recoverability, an impairment loss is
recognized by the Company if the carrying amount of a long-lived asset exceeds
its fair value.
6
Item 2. Management's Discussion and Analysis of Financial Condition and Plan of
Operation
The following discussion analyzes the Company's financial condition and
summarizes the results of operations for the three months ended December 31,
2011 and the six months ended December 31, 2011 and 2010. This discussion and
analysis should be read in conjunction with the Company's financial statements
included as part of this report.
The Company currently sells a variety of hard surfacing products, including
ceramic and porcelain tile, natural stone, glass, metal accents, hardwood
flooring, rubber and leather flooring, engineered counter surfaces, as well as
custom shower doors.
The Company's products can be used in numerous applications including:
o Flooring;
o Wall Coverings;
o Kitchens;
o Decks and Patios;
o Bath and Shower Enclosures; and
o Swimming Pool and Spas.
The Company also offers installation services through experienced
independent contractors.
Results of Operations
---------------------
Material changes of items in the Company's Statement of Operations for the
three months ended December 31, 2011 as compared to the same period in the prior
year are discussed below:
Increase (I)
Item or Decrease (D) Reason
---- --------------- ------
Sales I Small commercial installations.
Gross Profit (as a percent D Sale of products with lower
of sales) margins.
General and Administrative D Reduction in compensation to
Expenses officers and employees.
Material changes of items in the Company's Statement of Operations for the
six months ended December 31, 2011 as compared to the same period in the prior
year are discussed below:
7
Increase (I)
Item or Decrease (D) Reason
---- --------------- ------
Sales I Small commercial jobs.
Gross Profit (as a percent I Sale of products with higher
of sales) margins.
The factors that most significantly affected the Company's results of
operations were:
i) the prices of tile, marble and stone; and
ii) the condition of the residential and commercial construction
markets.
Other than the foregoing, the Company does not know of any trends, events
or uncertainties that have had, or were reasonably expected to have, a material
impact on the Company's sales, revenues, expenses or results of operations.
Liquidity and Capital Resources
-------------------------------
The Company's sources and (uses) of funds for the six months ended December
31, 2011 and 2010 are shown below:
Six Months Ended December 31,
----------------------------
2010 2011
---- ----
Net cash provided (used) by
Operations $(24,264) $(3,437)
Loan Proceeds 11,300 29,300
Repayment of loans (15,303) (25,863)
Sale of common stock 82,500 --
The Company does not have any commitments or arrangements from any person
to provide it with any additional capital. If additional financing is not
available when needed, the Company may need to alter its business plan. The
Company may not be successful in raising the capital needed.
Other than as disclosed above, the Company does not know of any
o trends, demands, commitments, events or uncertainties that will
result in, or that are reasonably likely to result in, any
material increase or decrease in the Company's liquidity; or
o significant changes in the Company's expected sources and uses of
cash.
Contractual Obligations
-----------------------
The Company's material future contractual obligations as of December 31,
2011 were as follows:
8
Amounts due during twelve months ending December 31,
----------------------------------------------------
Item Total 2012 2013 2014
---- ----- ---- ---- ----
Notes Payable $209,466 $209,466 -- --
Accounting Policies
-------------------
See Note 1 to the financial statements included as part of this report for
a description of critical accounting policies and the potential impact of the
adoption of any new accounting pronouncements.
Plan of Reorganization
----------------------
The Company's business plan involved opening additional stores in Colorado.
However, the Company has been unable to raise the additional capital required to
open additional stores, due to the current recession which has, in particular,
impacted the construction and home improvement sectors.
With a view to enhancing shareholder value, the Company plans to reorganize
by:
o disposing of its existing business; and
o acquiring another business that is not involved with the
construction or home improvement industries.
On November 29, 2011 a reorganization plan was approved by the shareholders
that involed:
1) the transfer of all of the Company's assets to CCT, Inc., a
wholly-owned subsidiary of the Company;
2) the sale of CCT, Inc. to Sandie Venezia, an officer and director
of the Company for $500;
3) the Company's acquisition of the assets of Carbon Based Partners,
LLC ("CBP") for $500.
In connection with the plan of reorganization, the Company's shareholders:
o approved a resolution changing the name of the Company to Carbon
Based Partners, Inc.
o approved a forward split the Company's common stock on a 36 for 1
basis.
As part of the reorganization, Sandie Venezia and Mark Rodenbeck, both
officers, directors and principal shareholders of the Company, agreed to:
9
o each sell 2,000,000 shares of the Company's common stock to CBP
for cash,
o appoint the management of CBP as management of the Company and
then
o resign as officers and directors of the Company.
In November, 2011, the Company and CBP executed an Asset Purchase Agreement
and Ms. Veneza, Mr. Rodenbeck and CBP executed a Stock Purchase Agreement
pursuant to the plan of reorganization. In December 2011 both agreements were
mutually terminated.
On February 14, 2012 shareholders owning a majority of the Company's
outstanding shares adopted resolutions which changed the name of the Company
back to Colorado Ceramic Tile, Inc. and reversed split the Company's outstanding
shares of common stock on a 1 for 36 basis.
Item 4. Controls and Procedures.
(a) The Company maintains a system of controls and procedures designed to
ensure that information required to be disclosed in reports filed or submitted
under the Securities Exchange Act of 1934, as amended ("1934 Act"), is recorded,
processed, summarized and reported, within time periods specified in the SEC's
rules and forms and to ensure that information required to be disclosed by the
Company in the reports that it files or submits under the 1934 Act, is
accumulated and communicated to the Company's management, including its
Principal Executive and Financial Officer, as appropriate to allow timely
decisions regarding required disclosure. As of December 31, 2011, the Company's
Principal Executive and Financial Officer evaluated the effectiveness of the
design and operation of the Company's disclosure controls and procedures. Based
on that evaluation, the Principal Executive and Financial Officer concluded that
the Company's disclosure controls and procedures were effective as of December
31, 2011.
(b) Changes in Internal Controls. There were no changes in the Company's
internal control over financial reporting during the quarter ended December 31,
2011, that materially affected, or are reasonably likely to materially affect,
its internal control over financial reporting.
PART II
Item 6. Exhibits
Exhibits
31.1 Certification pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
31.2 Certification pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
32 Certification pursuant to Section 906 of the Sarbanes-Oxley Act.
10
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the
registrant has duly caused this report to be signed on its behalf by the
undersigned thereunto duly authorized.
COLORADO CERAMIC TILE, INC.
February 14, 2012 /s/ Sandie Venezia
---------------------------------------
Sandie Venezia, Principal Executive and
Financial Officer
