UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

FORM 10-Q/A

Amendment No.1

(Mark One)
X		QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15 (d) OF THE SECURITIES EXCHANGE ACT OF 1934

 

For the quarterly period ended September 30, 2013

OR

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

For the transition period from to

 

Commission file number 000-54612

CELLULAR CONCRETE TECHNOLOGIES, INC.

(Exact name of registrant as specified in its charter)

Delaware		45-4511068
(State or other jurisdiction of incorporation)		(IRS Employer Identification No.)

100 Pacifica Drive, Suite 130, Irvine, CA 92618

(Address of principal executive offices)

949-769-6522(Registrant’s telephone number, including area code)

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 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: Yes XNo o

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

Large Accelerated Filer o		Accelerated Filer o		Non-Accelerated Filer o		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

Indicate the number of shares outstanding of each of the issuer’s classes of the common stock, as of the latest practicable date: Common Stock, $0.0001 par value: 26,350,000 shares outstanding as of November 12, 2013.

				Page(s)
PART I – FINANCIAL INFORMATION:
Item 1.	Financial Statements (unaudited):					3
	Balance Sheets as of September 30, 2013 (unaudited) and March 31, 2013 (audited)					3
	Statements of Operations for the three and six months ended September 30, 2013 and 2012  and period from inception (February 6, 2012) through September 30, 2013 (unaudited)					4
	Statements of Cash Flows for the six months ended September 30, 2013and 2012 and period from inception (February 6, 2012) through September 30, 2013 (unaudited)					5
	Notes to Financial Statements (unaudited)					7
Item 2.	Management's Discussion and Analysis of Financial Condition and Results of Operations					10
Item 3.	Quantitative and Qualitative Disclosures About Market Risk					11
Item 4T	Controls and Procedures					12
PART II – OTHER INFORMATION:
Item 1.	Legal Proceedings					12
Item 1A	Risk Factors					12
Item 2.	Unregistered Sales of Equity Securities and Use of Proceeds					12
Item 3.	Defaults Upon Senior Securities					12
Item 4.	(Reserved and Removed)					12
Item 5.	Other Information					12
Item 6.	Exhibits					13
	Signatures					14

 

 

 

 

PART I — FINANCIAL INFORMATION

ITEM 1. FINANCIAL STATEMENTS

CELLULAR CONCRETE TECHNOLOGIES, INC.

 (A Development Stage Company)

CONDENSED BALANCE SHEETS

(Unaudited)

		September 30,				March 31,
		2013				2013
ASSETS
Current assets:
Cash and cash equivalents		$	-			$	-
		$	-			$	-
LIABILITIES AND STOCKHOLDERS’ DEFICIT
Current liabilities:
Accrued expenses due to founder		$	8,631			$	6,415
Bank overdraft							16
Total liabilities			8,631				6,431
Commitments and contingencies
Stockholders’ deficit:
Common stock, 100,000,000 shares authorized (par value $.0001) 26,350,000 and5,000,000 shares issued and outstanding as of September 30, 2013 and March 31, 2013, respectively			2,635				2,635
Additional paid-in capital			1,500				1,500
Deficit accumulated during the development stage			(12,766	)			(10,566	)
Total stockholders’ deficit			(8,631)				(6,431)
TOTAL LIABILITIES AND STOCKHOLDERS' DEFICIT		$	-			$

 

 

CELLULAR CONCRETE TECHNOLOGIES, INC.

 (A Development Stage Company)

CONDENSED STATEMENTS OF OPERATIONS

(Unaudited)

													February 6, 2012
													(inception)
		Three Month Periods Ended							Six Months Period Ended				through
		September 30,							September 30,				September 30,
		2013				2012			2013		2012		2013
Revenues			-				-		-		-			-
EXPENSES
Operating Expenses
General and administrative		$	1,100			$	1,800		2,200		2,400		$	12,766
Total operating expenses			1,100				1,800		2,200		2,400			12,766
NET LOSS		$	(1,100)			$	(1,800)		(2,200)		(2,400)		$	(12,766)
BASIC AND DILUTED LOSS PER SHARE		$	(0.00)			$	(0.00)		(0.00)		(0.00)
WEIGHTED AVERAGE NUMBER OF
SHARES OUTSTANDING			26,350,000				5,000,000		26,350,000		5,000,000

 

 

CELLULAR CONCRETE TECHNOLOGIES, INC.
( A Development Stage Company)
STATEMENTS OF CASH FLOWS (Unaudited)
		For the sixmonths ending  September 30, 2013							For the six months ending September 30, 2012													Inception (February 6, 2012) through  September 30, 2013
CASH FLOW FROM OPERATING ACTIVITIES
Net loss		$	(2,200	)				$		(2,400						)					$					(12,766											)
Adjustments to reconcile net loss to net cash used in operating activities
Issuance of common stock under consulting agreement			-							-																150
Change in Assets & Liabilities
Accrued payroll and other liabilities			2,200							2,400																8,631
Change in bank overdraft			-							-																-
Net Cash used in operations			-							-																(3,985											)
CASH FLOW FROM FINANCING ACTIVITIES
Tender of shares by founder			-							-																(350											)
Proceeds from stock issuance under subscription agreement			-							-																4,335
Net Cash provided by financing activities																										3,985
Net increase (decrease) in cash																										-
Cash at the Beginning of the Period			-							200																-
Cash at the End of the Period		$	-					$		200											$					-

 

 

CELLULAR CONCRETE TECHNOLOGIES, INC.

(A Development Stage Company)

Notes to Financial Statements

(unaudited)

NOTE 1 - ORGANIZATION AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES:

 

(a)	Organization and Business:

 

 

Cellular Concrete Technologies, Inc. is an emerging growth company that was incorporated in the state of Delaware on February 6, 2012 and has licensed unique intellectual property (the Technology) for the production of the STABLE AIR® and STABLE AIR AERATOR® products.

 

Further, the company will sell its foaming aerators, and the foaming chemicals that the aerators use to make pre-formed foam containing air that gets incorporated into concrete mixes under the “Stable Air”®, CCT Add Air® and other brand names.   It will also seek distributors and jobbers who will sell or resell within their regional markets or industry niches.

 

On July 11, 2013, Cellular Concrete Technologies, Inc. “the Company” entered into a Licensing Agreement (“Licensing Agreement”) with Cellular Concrete Technologies, LLC (“Licensor”) the majority stockholder of the Company, pursuant to which the Company was granted an, exclusive license for intellectual property as described in Patent No. US 5,900,191, Patent No. US 6,046,255; US Patent Application No. 13/560,882; US Trademark Stable Air®; Canadian Trademark Stable Air ®; US Trademark CCT; US Trademark CCT Add Air ® that includes Stable Air® and Stable Air Aerator® developed by Licensor, principally comprising of a unique intellectual property for the production of different types of cellular concrete: Structural lightweight concrete, non-structural lightweight concrete, as well as infill, backfill and flowable fill (the “Technology”).  The license includes the use and licensing of the technology to produce a variety of customized lightweight concrete products for the global housing market which may include lightweight concrete aggregate panels and a “kit system” of  pre-fabricated houses or structures on a standard format or custom made basis according to customer blue prints, oil well cementing, flowable fill and the ready mix concrete industries. The License is subject to immediate discontinuation if the milestones of receiving funding of at least $200,000 by July 11, 2014, at least $400,000 by July 11, 2015 and $800,000 by July 11. 2016 is not achieved.

(b)	Basis of Presentation- development stage and going concern

The Company has not earned any revenue from operations since inception. Accordingly, the Company’s activities have been accounted for as those of a "Development Stage Enterprise" as set forth in ASC 915, "Development Stage Entities." Among the disclosures required by ASC 915, are that the Company’s financial statements be identified as those of a development stage company, and that the statements of operations, stockholders' equity and cash flows disclose activity since the date of the Company's inception.

The Company sustained operating losses and accumulated deficit of $12,766 as of September 30, 2013. The Company’s continuation as a going concern is dependent on its ability to generate sufficient cash flows from operations to meet its obligations and/or obtain additional financing, as may be required.

The accompanying unaudited interim financial statements have been prepared assuming that the Company will continue as a going concern; however, the above condition raises substantial doubt about the Company’s ability to do so. The financial statements do not include any adjustments to reflect the possible future effects on

the recoverability and classification of assets or the amounts and classifications of liabilities that may result should the Company be unable to continue as a going concern.

The unaudited interim financial statements have been prepared by us pursuant to the rules and regulations of the Securities and Exchange Commission. The information furnished herein reflects all adjustments (consisting of normal recurring accruals and adjustments) which are, in the opinion of management, necessary to fairly present the operating results for the respective periods. Certain information and footnote disclosures normally present in annual financial statements prepared in accordance with accounting principles generally accepted in the United States of America have been omitted pursuant to such rules and regulations. These financial statements should be read in conjunction with the audited financial statements and notes for the year ended March 31, 2013 included in our Annual Report on Form 10-K. The results of the period from inception (February 6, 2012) to September 30, 2013 are not necessarily indicative of the results to be expected for the full year ending March 31, 2014.

(c)	Use of Estimates:

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

(d)	Cash and Cash Equivalents

For purposes of the statement of cash flows, the Company considers highly liquid financial instruments purchased with a maturity of three months or less to be cash equivalents. The Company had no cash equivalent at September 30, 2013 and March 31, 2013.

 

 

CELLULAR CONCRETE TECHNOLOGIES, INC.

(A Development Stage Company)

Notes to Financial Statements

(unaudited)

(e)	Loss per Common Share

Basic loss per share is calculated using the weighted-average number of common shares outstanding during each reporting period. Diluted per share includes potentially dilutive securities such as outstanding options and warrants, using various methods such as the treasury stock or modified treasury stock method in the determination of dilutive shares outstanding during each reporting period. The Company has incurred a loss during the current period, therefore any potentially dilutive shares are excluded, as they would be anti-dilutive. The Company does not have any potentially dilutive instruments for this reporting period.

 

(f)	Fair Value of Financial Instruments

The Financial Accounting Standards Board (FASB) issued Accounting Standards Codification (ASC) 820-10, (formerly SFAS No.157), “Fair Value Measurements and Disclosures" for financial assets and liabilities. FASB ASC 820-10 provides a framework for measuring fair value and requires expanded disclosures regarding fair value measurements. FASB ASC 820-10 defines fair value as the price that would be received for an asset or the exit price that would be paid to transfer a liability in the principal or most advantageous market in an orderly transaction between market participants on the measurement date. FASB ASC 820-10 also establishes a fair value hierarchy which requires an entity to maximize the use of observable inputs, where available.

-	Level 1:  Quoted prices in active markets for identical assets or liabilities.
-	Level 2:  Observable inputs other than Level 1 prices such as quoted prices for similar assets or liabilities; quoted prices in markets that are not active or other inputs that are observable or can be corroborated by observable market data for substantially the full term of the related assets or liabilities.
-	Level 3:  Unobservable inputs that are supported by little or no market activity and that are significant to the fair value of the assets or liabilities.
(g)			Recent Accounting Pronouncements- Adopted

In May 2011, the FASB issued ASU 2011-04, "Amendments to Achieve Common Fair Value Measurement and Disclosure Requirements in U.S. GAAP and International Financial Reporting Standards (IFRS) of Fair Value Measurement Topic 820." ASU 2011-04 is intended to provide a consistent definition of fair value and improve the comparability of fair value measurements presented and disclosed in financial statements prepared in accordance with U.S. GAAP and IFRS. The amendments include those that clarify the FASB's intent about the application of existing fair value measurement and disclosure requirements, as well as those that change a particular principle or requirement for measuring fair value or for disclosing information about fair value measurements. This update is effective for annual and interim periods beginning after December 15, 2011. Adoption of the new amendment did not have a material effect on the Company’s financial statements.

NOTE 2 - RELATED PARTY TRANSACTIONS

On September 21, 2012, Cellular Concrete Technologies, LLC. (“Purchaser”) agreed to acquire 23,350,000 shares of the Company’s common stock par value $0.0001 for a price of $0.0001 per share. At the same time,

Accelerated Venture Partners, LLC agreed to tender 3,500,000 of their 5,000,000 shares of the Company’s common stock par value $0.0001 for cancellation. Following these transactions, Cellular Concrete Technologies, LLC owned approximately 94% of the Company’s 24,850,000 issued and outstanding shares of common stock par value $0.0001 and the interest of Accelerated Venture Partners, LLC was reduced to approximately 6% of the total issued and outstanding shares. Simultaneously with the share purchase, Timothy Neher resigned from the Company’s Board of Directors and Paul Falco was simultaneously appointed to the Company’s Board of Directors. Such action represents a change of control of the Company. The Purchaser used their working capital to acquire the Shares. The Purchaser did not borrow any funds to acquire the Shares.

 

 

CELLULAR CONCRETE TECHNOLOGIES, INC.

(A Development Stage Company)

Notes to Financial Statements

(unaudited)

NOTE 2 - RELATED PARTY TRANSACTIONS (continued)

Prior to the purchase of the shares, the Purchaser was not affiliated with the Company. However, the Purchaser will be deemed an affiliate of the Company after the share purchase as a result of their stock ownership interest in the Company. The purchase of the shares by the Purchaser was completed pursuant to written Subscription Agreements with the Company. The purchase was not subject to any other terms and conditions other than the sale of the shares in exchange for the cash payment. Concurrent with the sale of the shares, the Company will file a Certificate of Amendment to its Certificate of Incorporation with the Secretary of State of Delaware in order to change its name to “Cellular Concrete Technologies, Inc.”.

On September 24, 2012, the Company entered into a Consulting Services Agreement with AVP. The agreement requires AVP to provide the Company with certain advisory services that include reviewing the Company’s business plan, identifying and introducing prospective financial and business partners, and providing general business advice regarding the Company’s operations and business strategy in consideration of (a) an option granted by the Company to AVP to purchase 1,500,000 shares of the Company’s common stock at a price of $0.0001 per share (the “AVP Option”) (which was immediately exercised by the holder) subject to a repurchase option granted to the Company to repurchase the shares at a price of $0.0001 per share in the event the Company fails to complete funding as detailed in the agreement subject to the following milestones:

●	Milestone 1 – Company’s right of repurchase will lapse with respect to 60% of the shares upon securing $2.5 million in available cash from funding;
●	Milestone 2 – Company’s right of repurchase will lapse with respect to 40% of the Shares upon securing $5 million in available cash (inclusive of any amounts attributable to Milestone 1);

and (b) cash compensation at a rate of $12,500 per month. The payment of the cash compensation is subject to the Company’s achievement of certain designated milestones, specifically, cash compensation of $150,000 is due consultant upon the achievement of Milestone 1, and an additional $150,000 is due upon the achievement of Milestone 2. Upon achieving each Milestone, the cash compensation is to be paid to consultant in the amount then due at the rate of $12,500 per month. The total cash compensation to be received by the consultant is not to exceed $300,000 unless the Company receives an amount of funding in excess of the amount specified in Milestone 2. If the Company receives equity or debt financing that is an amount less than Milestone 1, in between any of the above Milestones or greater than the above Milestones, the cash compensation earned by the Consultant under this Agreement will be prorated according to the above Milestones. The Company also has the option to make a lump sum payment to AVP in lieu of the monthly cash payments.

On July 11, 2013, Cellular Concrete Technologies, Inc. “the Company” entered into a Licensing Agreement (“Licensing Agreement”) with Cellular Concrete Technologies, LLC (“Licensor”) the majority stockholder of the Company, pursuant to which the Company was granted an, exclusive license for intellectual property as described in Patent No. US 5,900,191, Patent No. US 6,046,255; US Patent Application No. 13/560,882; US Trademark Stable Air®; Canadian Trademark Stable Air ®; US Trademark CCT; US Trademark CCT Add Air ® that includes Stable

Air® and Stable Air Aerator® developed by Licensor, principally comprising of a unique intellectual property for the production of different types of cellular concrete: Structural lightweight concrete, non-structural lightweight concrete, as well as infill, backfill and flowable fill (the “Technology”).  The license includes the use and licensing of the technology to produce a variety of customized lightweight concrete products for the global housing market which may include lightweight concrete aggregate panels and a “kit system” of  pre-fabricated houses or structures on a standard format or custom made basis according to customer blue prints, oil well cementing, flowable fill and the ready mix concrete industries. The License is subject to immediate discontinuation if the milestones of receiving funding of at least $200,000 by July 11, 2014, at least $400,000 by July 11, 2015 and $800,000 by July 11. 2016 is not achieved.

The  officers and directors of the Company are involved in other business activities and may, in the future, become involved in additional business opportunities that become available. A conflict may arise in selecting between the Company and other business interests. The Company has not formulated a policy for the resolution of such conflicts.

We depend on our officers and directors, to provide the Company with the necessary funds to implement our business plan, as necessary. The Company does not have a funding commitment or any written agreement for our future required cash needs.

The majority shareholder has advanced funds, as necessary. These advances are considered temporary in nature and are payable on demand. There is no formal document describing the terms of this arrangement (maturity date and interest rates). As of September 30, 2013, the debts, in the amount of $8,631 was due to shareholder.

The Company does not own or lease property or lease office space. The office space used by the Company was arranged by the  officers and directors of the Company to use at no charge.

The above amount is not necessarily indicative of the amount that would have been incurred had a comparable transaction been entered into with independent parties.

 

 

CELLULAR CONCRETE TECHNOLOGIES, INC.

(A Development Stage Company)

Notes to Financial Statements

(unaudited)

NOTE 3–STOCKHOLDER’S DEFICIT

The Company is currently issuing only one class of common stock, and this has been issued at two different prices since inception. The Company is authorized to issue 100,000,000 shares of common stock. As of September 30, 2013, 26,350,000 shares of common stock were issued and outstanding. 

On February 6, 2012 (inception date), the company issued 5,000,000 shares for cash of $2,000 to the founder of the Company.

On September 21, 2012, Cellular Concrete Technologies, LLC. (“Purchaser”) agreed to acquire 23,350,000 shares of the Company’s common stock par value $0.0001 for a price of $0.0001 per share. At the same time, Accelerated Venture Partners, LLC agreed to tender 3,500,000 of their 5,000,000 shares of the Company’s common stock par value $0.0001 for cancellation. Following these transactions, Cellular Concrete Technologies, LLC owned approximately 94% of the Company’s 24,850,000 issued and outstanding shares of common stock par value $0.0001 and the interest of Accelerated Venture Partners, LLC was reduced to approximately 6% of the total issued and outstanding shares. Simultaneously with the share purchase, Timothy Neher resigned from the Company’s Board of Directors and Paul Falco was simultaneously appointed to the Company’s Board of Directors. Such action represents a change of control of the Company. The Purchaser used their working capital to acquire the Shares. The Purchaser did not borrow any funds to acquire the Shares.

 

NOTE 4 – INCOME TAXES

The Company has incurred net operating losses since inception. The Company has not reflected any benefit of such net operating loss carry forward in the financial statements.

In assessing the realization of deferred tax assets, management considers whether it is more likely than not that some portion or all of the deferred tax assets will not be realized. The ultimate realization of deferred tax assets is dependent upon the generation of future taxable income.

Based on the level of historical taxable losses and projections of future taxable income (losses) over the periods in which the deferred tax assets can be realized, management currently believes that it is more likely than not that the Company will not realize the benefits of these deductible differences. Accordingly, the Company has provided a valuation allowance against the gross deferred tax assets as follows:

		September 30, 2013 (Unaudited)				March 31, 2013
Gross deferred tax assets		$	12,766			$	10,566
Valuation allowance			(12,766)				(10,566)
Net deferred tax asset		$	—			$	—

As of September 30, 2013 the Company had a net operating loss carryforward of approximately $12,766 which will begin to expire in the tax year 2028.

Federal tax laws impose significant restrictions on the utilization of net operating loss carryforwards and research and development credits in the event of a change in ownership of the Company, as defined by the Internal Revenue Code Section 382. The Company’s net operating loss carryforwards and research and development credits may be subject to the above limitations.

The relevant FASB standard resulted in no adjustments to the Company’s liability for unrecognized tax benefits. As of the date of adoption and as of September 30, 2013 there were no unrecognizable tax benefits. Accordingly, a tabular reconciliation from beginning to ending periods is not provided. The Company will classify any future interest and penalties as a component of income tax expense if incurred. To date, there have been no interest or penalties charged or accrued in

 

 

relation to unrecognized tax benefits. The Company is subject to federal and state examinations for the year 2013 forward. There are no tax examinations currently in progress.

 

 

 

ITEM 2.MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS.

 

Cellular Concrete Technologies, Inc.(“we”, “our”, “us” or the “Company”) is an emerging growth company that was incorporated in the state of Delaware on February 6, 2012 and has licensed unique intellectual property (the Technology) for the production of the STABLE AIR® and STABLE AIR AERATOR® products.

 

Further, the company will sell its foaming aerators, and the foaming chemicals that the aerators use to make pre-formed foam containing air that gets incorporated into concrete mixes under the “Stable Air”®, CCT Add Air® and other brand names.   It will also seek distributors and jobbers who will sell or resell within their regional markets or industry niches.

 

On July 11, 2013, Cellular Concrete Technologies, Inc. “the Company” entered into a Licensing Agreement (“Licensing Agreement”) with Cellular Concrete Technologies, LLC (“Licensor”) the majority stockholder of the Company, pursuant to which the Company was granted an, exclusive license for intellectual property as described in Patent No. US 5,900,191, Patent No. US 6,046,255; US Patent Application No. 13/560,882; US Trademark Stable Air®; Canadian Trademark Stable Air ®; US Trademark CCT; US Trademark CCT Add Air ® that includes Stable Air® and Stable Air Aerator® developed by Licensor, principally comprising of a unique intellectual property for the production of different types of cellular concrete: Structural lightweight concrete, non-structural lightweight concrete, as well as infill, backfill and flowable fill (the “Technology”).  The license includes the use and licensing of the technology to produce a variety of customized lightweight concrete products for the global housing market which may include lightweight concrete aggregate panels and a “kit system” of pre-fabricated houses or structures on a standard format or custom made basis according to customer blue prints, oil well cementing, flowable fill and the ready mix concrete industries. The License is subject to immediate discontinuation if the milestones of receiving funding of at least $200,000 by July 11, 2014, at least $400,000 by July 11, 2015 and $800,000 by July 11. 2016 is not achieved.

Results of Operations

For the three months ending September 30, 2013 the Company had no revenues and incurred $(1,100) of general and administrative expenses as compared to a net loss of $(1,800) for the three months ended September 30, 2012. The net loss for the three months ending September 30, 2013 was contributed to audit fees of $1,100.

For the six months ending September 30, 2013 the Company had no revenues and incurred $(2,200) of general and administrative expenses as compared to a net loss of $(2,400) for six months ended September 30, 2012. The net loss for the six months ending September 30, 2013 was contributed to accounting fees of $2,200.

For the period from inception (February 6, 2012) through September 30, 2013, the Company had no activities that produced no revenues from operations and had a net loss of $(12,766), due to legal, accounting, audit and other professional service fees incurred in relation to the formation of the Company and the filing of the Company’s Registration Statement on Form 10 filed in February 2012 and other SEC-related compliance matters.

Liquidity and Capital Resources

As of September 30, 2013, the Company had assets equal to $0 and had $8,631 in current liabilities.

The following is a summary of the Company's cash flows from operating, investing, and financing activities:

For the Cumulative Period from Inception (February 6, 2012) through September 30, 2013

Operating activities		$	(3,985)
Investing activities			-
Financing activities		$	3,985
Net effect on cash		$	-

 

The Company has nominal assets and has generated no revenues since inception. The Company is also dependent upon the receipt of capital investment or other financing to fund its ongoing operations and to execute its business plan of seeking a combination with a private operating company. If continued funding and capital resources are unavailable at reasonable terms, the Company may not be able to implement its plan of operations.

Plan of Operations

Cellular Concrete Technologies, Inc. is an emerging growth company that has licensed unique intellectual property (the Technology) for the production of the STABLE AIR® and STABLE AIR AERATOR® products.

 

Further, the company will sell its foaming aerators, and the foaming chemicals that the aerators use to make pre-formed foam containing air that gets incorporated into concrete mixes under the “Stable Air”®, CCT Add Air® and other brand names.   It will also seek distributors and jobbers who will sell or resell within their regional markets or industry niches.

 

On July 11, 2013, Cellular Concrete Technologies, Inc. “the Company” entered into a Licensing Agreement (“Licensing Agreement”) with Cellular Concrete Technologies, LLC (“Licensor”) the majority stockholder of the Company, pursuant to which the Company was granted an, exclusive license for intellectual property as described in Patent No. US 5,900,191, Patent No. US 6,046,255; US Patent Application No. 13/560,882; US Trademark Stable Air®; Canadian Trademark Stable Air ®; US Trademark CCT; US Trademark CCT Add Air ® that includes Stable Air® and Stable Air Aerator® developed by Licensor, principally comprising of a unique intellectual property for the production of different types of cellular concrete: Structural lightweight concrete, non-structural lightweight concrete, as well as infill, backfill and flowable fill (the “Technology”).  The license includes the use and licensing of the technology to produce a variety of customized lightweight concrete products for the global housing market which may include lightweight concrete aggregate panels and a “kit system” of  pre-fabricated houses or structures on a standard format or custom made basis according to customer blue prints, oil well cementing, flowable fill and the ready mix concrete industries. The License is subject to immediate discontinuation if the milestones of receiving funding of at least $200,000 by July 11, 2014, at least $400,000 by July 11, 2015 and $800,000 by July 11. 2016 is not achieved.

Off-Balance Sheet Arrangement

The Company does not have any off-balance sheet arrangements that have or are reasonably likely to have a current or future effect on the Company’s financial condition, changes in financial condition, revenues or expenses, results of operations, liquidity, capital expenditures or capital resources that is material to investors.

 

ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

As a “smaller reporting company” as defined by Item 10 of Regulation S-K, the Company is not required to provide information required by this Item.

 

 

 

 

ITEM 4T. CONTROLS AND PROCEDURES

Evaluation of Disclosure Controls and Procedures

We conducted an evaluation, under the supervision and with the participation of management, including our chief executive officer (our principal executive officer principal financial officer and principle accounting officer), of the effectiveness of the design and operation of our disclosure controls and procedures (as defined in Rules 13a-15(e) and 15d-15(e) under the Securities Exchange Act of 1934, as amended) as of the end of the period covered by this quarterly report.

 

Based on this evaluation, our chief executive officer (our principal executive officer principal financial officer and principle accounting officer) concluded that as of September 30, 2012 our disclosure controls and procedures were not effective. Our procedures were designed to ensure that the information relating to our company required to be disclosed in our SEC reports is recorded, processed, summarized, and reported within the time periods specified in SEC rules and forms, and is accumulated and communicated to our management, including our chief executive officer, as appropriate to allow for timely decisions regarding required disclosure. Management is currently evaluating the current disclosure controls and procedures in place to see where improvements can be made.

The determination that our disclosure controls and procedures were not effective as of September 30, 2012 are a result of:

1. Insufficient segregation of duties due to the limited size of our staff and budget.

 

2. No independent audit committee oversight of the company's external financial reporting and internal control over financial reporting.

Continuing Remediation Efforts to address deficiencies in Company’s Internal Control over Financial Reporting

Once the Company is engaged in a business of merit and has sufficient personnel available, then our Board of Directors, in particular and in connection with the aforementioned deficiencies, will establish the following remediation measures:

 

1.Our Board of Directors will nominate an audit committee or a financial expert on our Board of Directors in the next fiscal year.

2.We will appoint additional personnel to assist with the preparation of the Company’s financial reporting.

Changes in Internal Control Over Financial Reporting

There were no changes (including corrective actions with regard to significant deficiencies or material weaknesses) in our internal controls over financial reporting that occurred during the fiscal quarter ended September 30, 2013 that has materially affected, or is reasonably likely to materially affect, our internal control over financial reporting.

 

PART II — OTHER INFORMATION

ITEM 1.LEGAL PROCEEDINGS.

To the best knowledge of the sole officer and sole director, the Company is not a party to any legal proceeding or litigation.

ITEM 1A.RISK FACTORS.

As a “smaller reporting company” as defined by Item 10 of Regulation S-K, the Company is not required to provide information required by this Item

ITEM 2.UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS.

None.

ITEM 3.DEFAULTS UPON SENIOR SECURITIES.

None.

ITEM 4. (REMOVED AND RESERVED).

None.

ITEM 5.OTHER INFORMATION.

None.

 

 

 

 

ITEM 6.EXHIBITS.

 

Exhibit No.		Description
31.1		Certification of the Company’s Principal Executive Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002, with respect to the registrant’s Quarterly Report on Form 10-Q for the quarter ended September 30, 2013.
31.2		Certification of the Company’s Principal Financial Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002, with respect to the registrant’s Quarterly Report on Form 10-Q for the quarter ended September 30, 2013.
32.1		Certification of the Company’s Principal Executive Officer and Principal Financial Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes Oxley Act of 2002.
101.DEF		XBRL Taxonomy Extension Definition Linkbase Document
101.INS		XBRL Instance Document
101.SCH		XBRL Taxonomy Extension Schema Document
101.CAL		XBRL Taxonomy Extension Calculation Linkbase Document
101.LAB		XBRL Taxonomy Extension Label Linkbase Document
101.PRE		XBRL Taxonomy Extension Presentation Linkbase Document
101.DEF		XBRL Taxonomy Extension Definition Linkbase Document

SIGNATURES

In accordance with the requirements of the Exchange Act, the registrant caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.

 

Dated: December 19, 2013,
	CELLULAR CONCRETE TECHNOLOGIES, INC.
	By:	/s/ Paul Falco
		Paul Falco
		President/ CEO

 

 

EXHIBIT INDEX

 

 

Exhibit No.		Description
31.1		Certification of the Company’s Principal Executive Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002, with respect to the registrant’s Quarterly Report on Form 10-Q for the quarter ended September 30, 2013.
31.2		Certification of the Company’s Principal Financial Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002, with respect to the registrant’s Quarterly Report on Form 10-Q for the quarter ended September 30, 2013.
32.1		Certification of the Company’s Principal Executive Officer and Principal Financial Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes Oxley Act of 2002.
101.DEF		XBRL Taxonomy Extension Definition Linkbase Document
101.INS		XBRL Instance Document
101.SCH		XBRL Taxonomy Extension Schema Document
101.CAL		XBRL Taxonomy Extension Calculation Linkbase Document
101.LAB		XBRL Taxonomy Extension Label Linkbase Document
101.PRE		XBRL Taxonomy Extension Presentation Linkbase Document
101.DEF		XBRL Taxonomy Extension Definition Linkbase Document