UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-Q/A

Amendment No. 3

For the quarterly period ended December 31, 2013

OR

For the transition period from ________________ to ________________

Commission file number 000-54612 

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 þ  No 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):

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act): Yes o  No þ 

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 April 24, 2014.

PART I —  FINANCIAL INFORMATION

ITEM 1. FINANCIAL STATEMENTS

CELLULAR CONCRETE TECHNOLOGIES, INC.

 (A Development Stage Company)

CONDENSED BALANCE SHEETS

(Unaudited)

CELLULAR CONCRETE TECHNOLOGIES, INC.

 (A Development Stage Company)

CONDENSED STATEMENTS OF OPERATIONS

(Unaudited)

CELLULAR CONCRETE TECHNOLOGIES, INC.

(A Development Stage Company)

Notes to Financial Statements

(unaudited)

NOTE 1 - ORGANIZATION AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES:

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.

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 December 31, 2013, which raise substantial doubt about the Company’s ability to continue as a going concern. 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.

Basis of Presentation

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 December 31, 2013 are not necessarily indicative of the results to be expected for the full year ending March 31, 2014.

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:

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 December 31, 2013, the debts, in the amount of $8,631, were 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 December 31, 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:

As of December 31, 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 carry forwards 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 carry forwards and research and development credits may be subject to the above limitations.

In accordance with GAAP, the Company is required to determine whether a tax position of the Company is more likely than not to be sustained upon examination by the applicable taxing authority, including resolution of any related appeals or litigation processes, based on the technical merits of the position. The Company files an income tax return in the U.S. federal jurisdiction, and may file income tax returns in various U.S. state and local jurisdictions.  The tax benefit to be recognized is measured as the largest amount of benefit that is greater than fifty percent likely of being realized upon ultimate settlement.  De-recognition of a tax benefit previously recognized could result in the Company recording a tax liability that would reduce net assets. This policy also provides guidance on thresholds, measurement, de-recognition, classification, interest and penalties, accounting in interim periods, disclosure, and transition that is intended to provide better financial statement comparability among different entities.  It must be applied to all existing tax positions upon initial adoption and the cumulative effect, if any, is to be reported as an adjustment to stockholder’s equity.

Based on its analysis, the Company has determined that the adoption of this policy did not have a material impact on the Company’s financial statements upon adoption. However, management’s conclusions regarding this policy may be subject to review and adjustment at a later date based on factors including, but not limited to, on-going analyses of and changes to tax laws, regulations and interpretations thereof.

The Company recognizes interest accrued related to unrecognized tax benefits in interest expense and penalties in operating expenses.

The 2012 and 2013 federal and state tax returns are open to examination for the years.

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 December 31, 2013 the Company had no revenues and no expenses as compared to a net loss of $(6,558) for the three months ended December 31, 2012. The Company had no activities and did not engage in any transactions for the three months ending December 31, 2013..

For the nine months ending December 31, 2013 the Company had no revenues and incurred $(2,200) of general and administrative expenses as compared to a net loss of $(8,958) for nine months ended December 31, 2012. The net loss for the nine months ending December 31, 2013 was attributable to accounting fees of $2,200.

For the period from inception (February 6, 2012) through December 31, 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 December 31, 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 December 31, 2013:

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. These factors raise substantial doubt about the Company’s ability to continue as a going concern.  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

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.

*Previously Filed.

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.