UNITED STATES SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM SB-2
Amendment No. 1
REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933
CONCRETE CASTING INCORPORATED
-----------------------------
(Name of small business issuer in its charter)
NEVADA 87-0451230
- ------ ----------
(State or jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
100 Pine Wood Drive, Logan Utah 84321 (435) 753-0069
----------------------------------------------------
(Address and telephone number of principal executive offices)
100 Pine Wood Drive, Logan Utah 84321 (435) 753-0069
----------------------------------------------------
(Address of principal place of business or intended principal place of
business)
Michael A. Cane, 2300 W. Sahara Ave., Suite 500, Box 18, Las
------------------------------------------------------------------
Vegas, NV 89102, Telephone (702) 312-6255
-----------------------------------------
(Name, address and telephone number of agent for service)
Approximate date of proposed sale to the public: As soon as practicable after
the effective date of this Registration Statement.
If this Form is filed to register additional securities for an offering pursuant
to Rule 462(b) under the Securities Act, check the following box and list the
Securities Act registration statement number of the earlier effective
registration statement for the same offering. |__|
If this Form is a post-effective amendment filed pursuant to Rule 462(c) under
the Securities Act, check the following box and list the Securities Act
registration statement number of the earlier effective registration statement
for the same offering. |__|
If this Form is a post-effective amendment filed pursuant to Rule 462(d) under
the Securities Act, check the following box and list the Securities Act
registration statement number of the earlier effective registration statement
for the same offering. |__|
If delivery of the prospectus is expected to be made pursuant to Rule 434, check
the following box. |__|
CALCULATION OF REGISTRATION FEE
- --------------------------------------------------------------------------------
TITLE OF EACH PROPOSED PROPOSED
CLASS OF MAXIMUM MAXIMUM
SECURITIES OFFERING AGGREGATE AMOUNT OF
TO BE AMOUNT TO BE PRICE PER OFFERING REGISTRATION
REGISTERED REGISTERED SHARE PRICE FEE
- --------------------------------------------------------------------------------
Common Stock 1,000,000 shares $0.25 $250,000 $23.00
Common Stock 3,660,000 shares $0.25 $915,000 $84.18
Total 4,660,000 shares $0.25 $1,165,000 $107.18
- --------------------------------------------------------------------------------
THE REGISTRANT HEREBY AMENDS THIS REGISTRATION STATEMENT ON SUCH DATE OR DATES
AS MAY BE NECESSARY TO DELAY ITS EFFECTIVE DATE UNTIL THE REGISTRANT SHALL FILE
A FURTHER AMENDMENT WHICH SPECIFICALLY STATES THAT THIS REGISTRATION STATEMENT
SHALL THEREAFTER BECOME EFFECTIVE IN ACCORDANCE WITH SECTION 8(a) OF THE
SECURITIES ACT OF 1933 OR UNTIL THE REGISTRATION STATEMENT SHALL BECOME
EFFECTIVE ON SUCH DATE AS THE COMMISSION, ACTING PURSUANT TO SECTION 8(a), MAY
DETERMINE.
COPIES OF COMMUNICATIONS TO:
Gary R. Henrie, Esq.
10616 Eagle Nest Street
Las Vegas, NV 89141
(702) 616-3093
PROSPECTUS
CONCRETE CASTING INCORPORATED
4,660,000 SHARES
COMMON STOCK
------------
Concrete Casting Incorporated is offering to sell 1,000,000 shares of
its common stock on a self-underwritten basis at an offering price of
$0.25 per share. There is no minimum number of shares that must be
sold in this offering. This is the initial public offering of shares
of its common stock and will proceed for a period of twenty months or
until all shares are sold.
The selling shareholders named in this prospectus are offering
3,660,000 shares of common stock at an offering price of $0.25 per
share. If the shares are quoted in the future on the Over The
Counter Bulletin Board or some exchange, selling shareholders may
sell shares at market price with the exception of 1,550,000 of the selling
shareholder shares which are being offered by affiliates of Concrete Casting.
These affiliate shares will retain the offering price of $0.25 per share.
Concrete Casting Incorporated will not receive any proceeds from shares sold
by selling shareholders.
Our common stock is presently not traded on any market or securities
exchange.
Proceeds to Concrete
Offering Casting from its self- Proceeds
-------- underwritten offering to selling
Price Commissions before expenses (2) shareholders
-------- ----------- -------------------- -------------
Per Share in
Offering by
Concrete Casting $ 0.25 $ 0.025 (1) $ 0.225
Per Share in
Offering by
Selling
Shareholders $ 0.25 $ 0.00 $ 0.25
Totals for
Offering by
Concrete Casting $ 250,000 $ 25,000 (1) $ 225,000 (2)
Totals for
Offering by
Selling
Shareholders $ 915,000 $ 0.00 $ 915,000
(1) $The offering by Concrete Casting will be self-
underwritten unless it is determined at a later time to sell
the offering through the use of underwriters. The table sets
forth commission amounts assuming underwriters are used.
(2) Offering expenses are estimated to be $25,000.00 which
will leave Concrete Casting proceeds of $200,000.00 if all
shares offered by Concrete Casting are sold and underwriters
are used to sell the offering.
1
The purchase of the securities offered through this prospectus
involves a high degree of risk. See section entitled "Risk Factors"
on pages 6 through 7.
Neither the Securities and Exchange Commission nor any state
securities commission has approved or disapproved of these
securities or passed upon the adequacy or accuracy of this
prospectus. Any representation to the contrary is a criminal
offense.
The date of this prospectus is:
----------------------
2
TABLE OF CONTENTS
PAGE
Summary ---------------------------------------------------------------- 4
Risk Factors ----------------------------------------------------------- 6
Use of Proceeds -------------------------------------------------------- 8
Determination of Offering Price ---------------------------------------- 9
Dilution --------------------------------------------------------------- 9
Selling Shareholders ---------------------------------------------------10
Plan of Distribution -------------------------------------------------- 12
Legal Proceedings ----------------------------------------------------- 14
Directors, Executive Officers, Promoters and Control Persons ---------- 15
Security Ownership of Certain Beneficial Owners and Management -------- 16
Description of Securities --------------------------------------------- 17
Interest of Named Experts and Counsel --------------------------------- 17
Disclosure of Commission Position of Indemnification for
Securities Act Liabilities ------------------------------------------- 18
Description of Business ----------------------------------------------- 18
Description of Property ----------------------------------------------- 23
Certain Relationships and Related Transactions ------------------------ 23
Market for Common Equity and Related Stockholder Matters -------------- 24
Executive Compensation ------------------------------------------------ 26
Financial Statements -------------------------------------------------- 27
Changes in and Disagreements with Accountants ------------------------- 28
Available Information ------------------------------------------------- 28
3
SUMMARY
Our Business
Concrete Casting Incorporated, a Nevada corporation ("Concrete
Casting") has developed a process for casting concrete products for
architectural and landscaping purposes. Our casting process allows
for the casting in concrete of intricate detail allowing us to make
products not produced by other concrete casters. Our initial
products will decorative concrete yard ornaments based on
architectural themes from the antiquities.
Even though our processes are developed, we need the proceeds from
this offering to produce our initial products and begin production.
The successful completion of this offering will fund the manufacture
of our initial commercial molds which we believe will lead to
business revenues within about 12 months of initial funding. We have
generated no revenues to date.
----------------------------
We were incorporated as a Nevada corporation on October 28, 1987. Our
principal executive offices are located at 100 Pine Wood Drive,
Logan, Utah 84321. Our telephone number is 435-753-0069.
The Offering
Securities Offered 4,660,000 shares of Concrete Casting common
stock. 1,000,000 of the shares will be offered by
Concrete Casting on a self-underwritten basis.
3,660,000 of the shares may also be sold from time to
time by selling shareholders.
Offering price The offering price for all shares of common stock is
$0.25 per share. In the event Concrete Casting either
sells all 1,000,000 shares offered by it or terminates
the offering of the 1,000,000 shares, if a public
market for our common shares develops, then the actual
price of the common stock to be sold thereafter by the
selling shareholders may be determined by prevailing
market prices at the time of sale. Selling
shareholders may sell at the market price only after
the shares are quoted on the Over The Counter
Bulletin Board or on some exchange. However, shares sold by selling
shareholders who are also affiliates of Concrete Casting shall retain the
offering price of $0.25 per share. Shares in this category total 1,550,000
of the 3,660,000 offered by selling shareholders.
Minimum number
of shares to be sold
in this offering None.
Use of Proceeds If all shares offered by Concrete Casting are sold,
net proceeds from this offering will be approximately
$225,000 and will be used by Concrete Casting for
working capital and to begin production of its
products. If underwriters are engaged to sell the
offering, net offering proceeds will total
approximately $200,000. Concrete Casting will not
receive any proceeds from the sale of common stock by
the selling shareholders.
Best Efforts Offering The offering is being sold by our president
on a self-underwritten efforts basis. Management may
enter into an underwriting agreement for this offering
at a later date.
4
This offering
will expire This offering will close whenever all of the shares
are sold or twenty months after the effective date of
this prospectus, whichever is sooner.
Summary Financial Information
Balance Sheet Data: March 31, 2003
Cash $ 1,154
Total Assets $ 1,154
Liabilities $ 37,167
Total Stockholders' Equity $ (36,013)
Income Statement Data:
Net Revenues for quarter ended March 31, 2003 $ 0
5
RISK FACTORS
An investment in our common stock involves a high degree of risk.
You should carefully consider the risks described below and the other
information in this prospectus and any other filings we may make with
the Securities and Exchange Commission in the future before investing
in our common stock. If any of the following risks occur, our
business, operating results and financial condition could be
seriously harmed and you could lose all or part of your investment.
We will need a minimum of approximately $36,000 to proceed with our
business plan and if unable to raise that amount net of offering costs,
we will have to revise our business plan or close our business.
We had no working capital as of December 31, 2002. We currently do not
have any manufactured product and we have no income. Our business plan
calls for expenditures in the amount of $36,000 to get our initial
product to market. If we are able to sell 100% of the shares offer by
Concrete Casting or even 50% of the shares offered by Concrete Casting
we should be able to meet this objective. Even after our initial
products are ready to sell, there can be no assurance they will
generate sufficient revenues to sustain our business operations. The
$36,000 needed for funding at the present time may not be available to
us. If we are only successful in selling 25% of the offering, we will
have net proceeds of only $31,250. If we are only successful on
selling 10% of the offering, we will have sufficient money to only pay
the offering costs. In the event we do not sell at least 25% of the
offering, it will be necessary to suspend operations and seek
alternative sources of funding. If we are not successful in obtaining
funding, we will not be able to achieve revenues and our business will
probably fail.
We have not generated revenues and do not expect to generate revenues
until a minimum of 12 months following a successful conclusion of
this offering.
We have not generated any revenues as of the date of this prospectus
and do not expect to generate revenues until at least 12 months after
we obtain funding from this offering. As of December 31, 2002, we had
an accumulated deficite of $32, 154. Prior to completion of our
development stage, we anticipate that we will incur increased
operating expenses without realizing any revenues. We therefore
expect to incur significant losses into the foreseeable future.
Potential investors should be aware of the difficulties we yet face
in the development and the implementation of our business plan. These
risks include without limitation:
- Finishing the development of our initial products;
- Entering into strategic alliances with other companies for
the marketing of our products: and
- The acceptance of our products into the market place to a
sufficient extent that our operations become economically
viable.
The likelihood of success must also be considered in light of the
problems, expenses, difficulties, complications and delays
encountered in connection with the development of our business plan.
There is no history upon which to base any assumption as to the
likelihood that we will prove successful, and we can provide
investors with no assurance that we will generate any operating
revenues or ever achieve profitable operations. If we are
unsuccessful in addressing these risks, our business will most likely
fail.
6
Investors will be unable to sell their securities if no market
develops for those securities.
No market exists at the present time for our common shares.
Investors in the offering will purchase securities that cannot be
resold by those investors since no market exists. Even though at
some time in the future we intend to create a public market for our
common shares, there can be no assurance when the market will develop
or if the market will ever develop. If we are not successful in
developing a market for our common shares, investors will not be able
to sell their securities and will suffer a loss of their investment.
Because our products are specialty products that appeal to only a
narrow portion of the U.S. population, unless we can achieve broad
based marketing success it is likely our concrete casting business
will not succeed.
Our products appeal to the avid, eccentric landscaper typically
having the need to landscape a larger garden or yard area. To
succeed we will need to market our products to a wide geographic area
since our products are not likely to appeal to the public generally.
If we cannot become the supplier of concrete landscaping products to
larger landscaping companies or to broad based landscaping retail
outlets, it will be difficult for us to achieve financial success and
investors may lose their investments.
We depend on Cordell Henrie whom we may not be able to retain, in
which event we could not continue to develop our business plan.
Cordell Henrie is our only officer and director who has the expertise
to run and oversee the development of our business. We would not be
able to retain Mr. Henrie if he should die, become disabled or become
engaged in other business pursuits to the extent he cannot devote
sufficient time to our business. In such event, we could not
prosecute our business plan unless we can replace Mr. Henrie. It is
uncertain whether we would be able to do so. In addition, we have no
key-man life insurance on Mr. Henrie.
If our officers and directors are not successful in management our
business, our success is doubtful.
No member of our management has prior experience in managing a
concrete casting business. Unless they are successful in managing
our business regardless of this lack of experience, our business will
not be successful and investors are likely to lose their investments.
Forward-Looking Statements
- --------------------------
This prospectus contains forward-looking statements that involve
risks and uncertainties. We use words such as anticipate, believe,
plan expect, future, intend and similar expressions to identify such
forward-looking statements. You should not place too much reliance
on these forward-looking statements. Our actual results are most
likely to differ materially from those anticipated in these forward-
looking statements for many reasons, including the risks faced by us
described in the this Risk Factors section and elsewhere in this
prospectus.
7
USE OF PROCEEDS
The net proceeds we will receive from the sale of the shares of
common stock offered by us will be approximately $200,000, if the
maximum numbers of shares are sold, after deducting offering expenses
of $25,000 and if commissions are paid to underwriters. If the
offering is self-underwritten, net proceeds will total approximately
$225,000 if all shares offered by Concrete Casting are sold.
The principal purpose of this offering is to increase our working
capital in order for us to proceed with the execution of our business
plan. Our management will have significant flexibility in applying
the net proceeds of the offering. Pending any use, the net proceeds
of this offering will be placed in an interest bearing bank account.
The actual expenditures of the proceeds of the offering may differ
substantially from the estimated use of proceeds. The actual
expenditures of the proceeds of this offering will be determined by
our board of directors in the best interests of advancing our
business. Factors that could cause a reallocation of proceeds
include an immediate demand for our products upon our initial
production of those products or a need for manufacturing facilities
beyond those currently available to us. If a demand exists for our
product upon production, offering proceeds ear marked for marketing
will be shifted to working capital. If demand for our products
exceeds current manufacturing availability, more working capital will
be used to expand manufacturing capability than would otherwise be
the case. The actual expenditures will also vary from the estimated
use of proceeds if less than all of the shares offered are sold.
We expect to use the net proceeds from this offering as follows:
Assuming 50% Assuming 25% Assuming 10%
Assuming all of the units of the units of the units
units are sold are sold are sold are sold
Gross Proceeds $ 250,000 $ 125,000 $ 62,500 $ 25,000
Offering Expenses (1) 50,000 37,500 31,250 27,500
Net Proceeds 200,000 87,500 31,250 -0-
Purchase of Equipment 25,000 25,000 -0- -0-
Marketing/Sales 75,000 25,000 8,750 -0-
Working Capital 100,000 37,500 22,500 -0-
------- ------ ------ ---
Total $ 250,000 $ 125,000 $ 62,500 $ 25,000
========== ========== ========== ==========
(1) Assuming underwriters are used to sell the offering and are paid
a commission of 10%.
Equipment purchases are anticipated to include a hoist for loading
finished product and materials to build additional molds. Marketing
and sales expenses will include primarily travel to and
presentations at building material shows and sales presentation
trips building material suppliers.
Working capital will be used to support our business operations
necessary to actually produce and deliver our concrete castings
including salaries and supplies. If we expand our operations at the
rate we hope to, working capital will be necessary to move into new
facilities and improve the same for the
8
purpose of manufacturing our
products. Regardless of the amount of working capital available to
us from the proceeds of the offering, we project that 30% of working
capital available will pay salary, 10% will purchase supplies, 40%
will improve manufacturing facilities and 20% will be used for
miscellaneous purposes including utility expense and unforeseen
expenses.
DETERMINATION OF OFFERING PRICE
The $0.25 per share offering price of our common stock was
arbitrarily determined based on our current perceived financing
needs. There is no relationship whatsoever between this price and
our assets, book value or any other objective criteria of value.
DILUTION
The following table illustrates the percentages of investment capital
paid by current shareholders who acquired shares in Concrete Casting
during the past five years compared to investment capital to be paid
by investors in the Concrete Casting offering and the percentages
held by each in Concrete Casting following the offering.
100% Sold 50% Sold 25% Sold 10% Sold
% capital paid by current
shareholders who acquired stock
in the last five years compared
to capital paid in this offering. 2.9% 5.6% 10.6% 22.8%
% ownership of Concrete Casting
by current shareholders acquiring
stock in the last five years. 32.1% 34.7% 36.2% 37.2%
% capital paid by offering
purchasers compared to capital
paid by current shareholders who
acquired stock in the last five
years. 97.1% 94.4% 89.4% 77.2%
% ownership of Concrete Casting
by offering purchasers. 15.0% 8.1% 4.2% 1.7%
An investment in this offering will undergo immediate dilution when
compared with the net tangible assets of Concrete Casting. The
following table illustrates the per share dilution in net tangible book
value to new investors if 100% of the 1,000,000 shares offered by
Concrete Casting are sold, if 50% of the 1,000,000 shares are sold, if
25% of the 1,000,000 shares are sold and if 10% of the 1,000,000 shares
are sold. Calculations are based on 5,660,000 capital shares
outstanding at March 31, 2003, and at the different levels of the
offering sold as indicated after the deduction of offering expenses and
assuming all shares of Concrete Casting sold are on a self-underwritten
basis with no commissions paid. The 3,660,000 shares to be sold by the
selling shareholders is common stock that is currently issued and
outstanding. Accordingly, there will be no dilution as a result of the
sale of those shares.
9
Percent of offering sold 100% 50% 25% 10%
Public offering
price per Share $0.25 $0.25 $0.25 $0.25
Net tangible book
value per share as
of March 31, 2003 ($0.006) ($0.006) ($0.006) ($0.006)
Increase per share
attributed to investors
in this offering $0.035 $0.017 $0.007 $0.000
Net tangible book
value per share as
of March 31, 2003,
after this Offering $0.029 $0.011 $0.001 ($0.006)
Net tangible book
value dilution per share
to new investors $0.221 $0.239 $0.249 $0.250
Net tangible book value
dilution per share
to new investors expressed
as a percentage 88.40% 95.60% 99.60% 100.00%
- -----------------------------------------------------------------------------
SELLING SHAREHOLDERS
The selling shareholders named in this prospectus are offering
3,660,000 shares of common stock. The following table provides as
of March 31, 2003, information regarding the beneficial
ownership of our common stock held by each of the selling
shareholders, including:
1. the number of shares owned by each prior to this offering;
2. the total number of shares that are to be offered for each;
3. the total number of shares that will be owned by each upon
completion of the offering; and
4. the percentage owned by each following the offering.
Total Number
Of Shares To Total Shares Percent
Be Offered To Be Owned Owned Upon
Shares Owned For Selling Upon Completion
Name Of Selling Prior To This Shareholders Completion Of Of This
Stockholder Offering Account This Offering Offering
- -----------------------------------------------------------------------------
John B. Allred 25,000 25,000 -0- -0-
Denise Rita Beauregard 20,000 20,000 -0- -0-
Richard M. Bench 30,000 30,000 -0- -0-
James A. Blanda 20,000 20,000 -0- -0-
William and Elizabeth
Bowers 10,000 10,000 -0- -0-
Barbara Bruce 200,000 200,000 -0- -0-
Tracy Burke 10,000 10,000 -0- -0-
Dorothy A. Burris 5,000 5,000 -0- -0-
Oscar Burris 30,000 30,000 -0- -0-
James L. Carpenter 10,000 10,000 -0- -0-
Rosa Castro 10,000 10,000 -0- -0-
10
Carol M. Cennamo 10,000 10,000 -0- -0-
Bob Deller 100,000 100,000 -0- -0-
Robert R. Deller 10,000 10,000 -0- -0-
Bruno V De Vincentis 10,000 10,000 -0- -0-
Paul Dunlap 100,000 100,000 -0- -0-
Joseph W. Erlach 20,000 20,000 -0- -0-
Robert J. Evans 20,000 20,000 -0- -0-
Brian L. Fike 10,000 10,000 -0- -0-
Chris Gladding 50,000 50,000 -0- -0-
Kim Gorges 20,000 20,000 -0- -0-
Justin Guidi 100,000 100,000 -0- -0-
Jacque Halliburton 10,000 10,000 -0- -0-
Roy Halliburton 10,000 10,000 -0- -0-
Ernest Harding 10,000 10,000 -0- -0-
Thomas E. Hofer 750,000 750,000 -0- -0-
Carol Holmes 200,000 200,000 -0- -0-
Jeff W. Holmes 800,000 800,000 -0- -0-
Rhonda Sager Holt 10,000 10,000 -0- -0-
Susan Holt 10,000 10,000 -0- -0-
David Hoyer 10,000 10,000 -0- -0-
Jeanne Johnson 10,000 10,000 -0- -0-
Donald A. Johnston 10,000 10,000 -0- -0-
Valerie R. Kittel 30,000 30,000 -0- -0-
Shirl Ann Klein 300,000 300,000 -0- -0-
Darcy W. Miller 70,000 70,000 -0- -0-
Irvin G. Miller 10,000 10,000 -0- -0-
Rudy and Sherry Moreno 40,000 40,000 -0- -0-
Barbara Reed 10,000 10,000 -0- -0-
John J. Ryczkowski 10,000 10,000 -0- -0-
Mary Ryczkowski 10,000 10,000 -0- -0-
Monte F. Sager 10,000 10,000 -0- -0-
Laura P. Savage 35,000 35,000 -0- -0-
Samuel H. Savage 70,000 70,000 -0- -0-
Samuel Savage, Custodian
For Jennifer Savage
UGMA/NV 35,000 35,000 -0- -0-
Samuel Savage, Custodian
for Rebecca Savage
UGMA/NV 35,000 35,000 -0- -0-
Samuel Savage, Custodian
for Sarah Savage UGMA/NV 35,000 35,000 -0- -0-
Mark N. Schneider 70,000 70,000 -0- -0-
Eric and Mitzi Springall 20,000 20,000 -0- -0-
Carl Thome 40,000 40,000 -0- -0-
Karen L. Turner 20,000 20,000 -0- -0-
Stephen B. Utley 100,000 100,000 -0- -0-
C. Brenton Woods 30,000 30,000 -0- -0-
Carolyn Zeedyk 10,000 10,000 -0- -0-
Carolyn Zeedyk, Custodian
For Sasha Zeedyk UGMA/NV 10,000 10,000 -0- -0-
Leonard Zeedyk, Jr. 10,000 10,000 -0- -0-
11
The named party beneficially owns and has sole voting and investment
power over all shares or rights to these shares. The numbers in
this table assume that none of the selling shareholders sells shares
of common stock not being offered in this prospectus or purchases
additional shares of common stock, and assumes that all shares
offered are sold.
One of the selling shareholders, Thomas E. Hofer, served as an officer and
as a director of Concrete Casting from November, 2001, through December, 2002.
PLAN OF DISTRIBUTION
Shares offered by Concrete Casting
The following officer and director is selling the common stock being
offered by Concrete Casting through this prospectus:
Name of Officer/Director Position
------------------------ --------
Cordell Henrie President and Director
Mr. Henrie is not registered as a broker-dealer under the Securities
Act of 1934 and is relying on Rule 3a4-1 under the 1934 Act to allow
him to sell the shares as an officer of Concrete Casting. We believe
that Mr. Henrie is qualified under this rule because he has never
participated before in selling an offering for any issuer, has never
been associated with any broker-dealer and he will perform
substantial duties for Concrete Casting other than in connection with
the sale of the shares. In order to make the necessary sales, this
officer and director plans to directly contact selected individuals
and entities with whom he has a prior relationship and whom he
believes will have an interest in the offering. We will not pay any
commission on any sales of any shares by Mr. Henrie. Management,
however, may enter into an underwriting agreement for this offering
at a later date and at that time pay a commission to any
participating underwriters. If we enter into an underwriting
agreement after this offering becomes effective, we will file with
the SEC a post-effective amendment identifying the underwriter and
providing material information about the underwriting arrangements.
We are therefore offering the shares on a self-underwritten basis.
There is no minimum number of shares required to be sold in this
offering.
In order to subscribe for shares, an investor must complete and
execute the form of subscription agreement attached to this
prospectus and deliver the executed subscription agreement to us
together with payment of the purchase price for the shares payable to
Concrete Casting Incorporated.
We may reject or accept any subscription in whole or in part at our
discretion. We may close the offering or any portion of the offering,
without notice to subscribers. We may immediately use the proceeds
obtained from the offering.
Upon our acceptance of a subscription agreement, we will deliver to
each subscriber a copy of the fully executed agreement evidencing the
number of shares subscribed for. If we do not accept any
12
subscription
or any portion of a subscription, the amount of the subscription not
accepted will be promptly returned by us to the subscriber.
The estimated costs of this offering are as follows:
Securities and Exchange Commission registration fee $ 108
Transfer Agent Fees $ 500
Accounting fees and expenses $ 7,500
Legal fees and expenses $ 10,000
Blue Sky fees and expenses $ 5,000
Miscellaneous $ 1,892
---------
Total (1) $ 25,000
=========
(1) If underwriters are used to sell the offering, they will be
paid commissions of up to 10% creating additional offering expenses
of $25,000 if all shares offered by Concrete Casting are sold.
- -----------------------------------------------------------------------------
Shares offered by selling shareholders
This prospectus is part of a registration statement that enables the
selling shareholders to sell their shares on a continuous or delayed
basis for a period of twenty months. We have advised the selling
shareholders that they shall only be permitted to sell their shares
in jurisdictions where it is lawful to sell such securities. Thus,
the selling shareholders will be permitted to sell their shares in
foreign countries if they comply with all rules and regulations of
that particular jurisdiction. Additionally, the selling
shareholders shall be permitted to sell their shares in the United
States only upon this registration statement becoming effective.
Furthermore, the selling shareholders' selling efforts shall be
limited to unsolicited brokerage transactions that comply with the
provisions of Regulation M.
The selling shareholders may sell some or all of their common stock
in one or more transactions, including block transactions:
1. On such public markets or exchanges as the common stock may
from time to time be trading;
2. In privately negotiated transactions;
3. In short sales; or
4. In any combination of these methods of distribution.
The sales price to the public is fixed at $0.25 per share until such
time as the shares of our common stock become traded on the Over-
The-Counter Bulletin Board or another exchange. Although we intend
to apply for trading of our common stock on the Over-The-Counter
Bulletin Board, public trading of our common stock may never
materialize. If our common stock becomes traded on the Over-The-
Counter Bulletin Board or another exchange, then the sales price to
the public will vary according to the selling decisions of each
selling shareholder and the market for our stock at the time of
resale. In these circumstances, the sales price to the public may be:
1. The market price of our common stock prevailing at the time
of sale;
2. A price related to such prevailing market price of our common
stock; or
3. Such other price as the selling shareholders determine from
time to time.
13
It should be noted that 1,550,000 of the 3,660,000 shares offered by selling
shareholders are held by affiliates of Concrete Casting. The offering price
of these 1,550,000 shares will not change with prevailing market prices but
will remain at $0.25 per share.
The shares may also be sold in compliance with the Securities and
Exchange Commission's Rule 144.
The selling shareholders may also sell their shares directly to
market makers acting as agents in unsolicited brokerage
transactions. Any broker or dealer participating in such
transactions as agent may receive a commission from the selling
shareholders, or, if they act as agent for the purchaser of such
common stock, from such purchaser. The selling shareholders will
likely pay the usual and customary brokerage fees for such services.
If applicable, the selling shareholders may distribute shares to one
or more of their partners who are unaffiliated with us. Such
partners may, in turn, distribute such shares as described above.
The selling shareholders whose shares are being registered under
this prospectus and registration statement may choose not to sell
their shares.
We are bearing all costs relating to the registration of the common
stock. The selling shareholders, however, will pay any commissions
or other fees payable to brokers or dealers in connection with any
sale of the common stock.
The selling shareholders must comply with the requirements of the
Securities Act of 1933 and the Securities Exchange Act in the offer
and sale of the common stock. In particular, during such times as
the selling shareholders may be deemed to be engaged in a
distribution of the common stock, and therefore be considered to be
an underwriter, they must comply with applicable law and may, among
other things:
1. Not engage in any stabilization activities in connection with
our common stock;
2. Furnish each broker or dealer through which common stock may be
offered, such copies of this prospectus, as amended from time
to time, as may be required by such broker or dealer; and
3. Not bid for or purchase any of our securities or attempt to
induce any person to purchase any of our securities other than
as permitted under the Securities Exchange Act.
LEGAL PROCEEDINGS
We are not currently a party to any legal proceedings. Our agent for
service of process in Nevada is Michael Cane, 2300 West Sahara Avenue,
Suite 500, Box 18, Las Vegas, Nevada 89102
14
DIRECTORS, EXECUTIVE OFFICERS, PROMOTERS AND CONTROL PERSONS
Our executive officers and directors and their respective ages as of
May 1, 2003 are as follows:
Directors:
Name of Director Age
- ---------------- ---
Cordell Henrie 47
Greg Stuart 47
Executive Officers:
Name of Officer Age Office
- --------------- --- ------
Cordell Henrie 47 President, Principal Executive Officer
Principal Accounting Officer
Principal Financial Officer
Greg Stuart 47 Secretary/treasurer
Mr. Henrie became an officer and a director of Concrete Casting on
November 30, 2001. Mr. Stuart became an officer and a director of
Concrete Casting on December 20, 2002. Following is certain biographical
information on our officers and directors.
Cordell Henrie. From 1992 to the present, Mr. Henrie has been
employed by Cache Valley Builders Supply in Logan, Utah as a client
construction consultant. His duties include estimating, C.A.D.
project drafting, site verification and retail sales of construction
materials. From 1978 to 1992, Mr. Henrie was a site foreman for
commercial and residential construction. Mr. Henrie has committed to
spend up to 20 hours per week on the business operations of Concrete
Casting.
Greg Stuart. From 1999 to the present, Mr. Stuart has been employed
as a salesman by Consolidated Realty Group, a real estate brokerage
company in Salt Lake City, Utah, where he is active in industrial
real estate acquisition, development, financing and leasing. From
1979 to 1999, Mr. Stuart was the president of Commerce Properties, a
company he co-founded. Commerce Properties merged with Consolidated
Realty Group in 1999. Mr. Stuart devotes his business time to
Concrete Casting on an as needed basis up to four hours per week.
Term of Office
Our Directors are appointed for terms of one year to hold office
until the next annual general meeting of the holders of our common
stock, as provided by the Nevada Revised Statutes, or until removed
from office in accordance with our bylaws. Our officers are
appointed by our board of directors and hold office until removed by
the board.
Significant Employees
We have no significant employees other than the officers and
directors described above.
15
J1
SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT
The following table provides the names and addresses of each person
known to us to own more than 5% of our outstanding common stock as of
May 1, 2003, and by the officers and directors, individually and as a
group. All shares are owned directly.
Name and Address Amount and Nature
Title of Class of Beneficial Owner of Beneficial Owner
- -------------- ------------------- -------------------
Common Stock Cordell Henrie 2,000,000 shares
100 Pine Wood Drive
Logan, Utah 84321
Common Stock Greg Stuart 0 shares
175 E. 400 S., Suite 700
Salt Lake City, Utah 84111
Common Stock Thomas E. Hofer 750,000 shares
P.O. Box 3431
Carefree, AZ 85377
Common Stock Jeff W. Holmes 800,000 shares
8555 East Voltaire Ave.
Scottsdale, AZ 85260
Common Stock Shirl Ann Klein 300,000 shares
616 152nd Place S.W.
Alderwood Manor, WA 98037
Common Stock All Officers and Directors 2,000,000 shares
as a Group (2 persons)
Percentage of Common
Stock Beneficially Owned
Name and Address Prior to After After
Title of Class of Beneficial Owner Offering Offering(1) Offering(2)
- -------------- ------------------- -------- ----------- -----------
Common Stock Cordell Henrie 35.3% 30.0% 30%
100 Pine Wood Drive
Logan, Utah 84321
Common Stock Greg Stuart 0% 0% 0%
175 E. 400 S., Suite 700
Salt Lake City, Utah 84111
Common Stock Thomas E. Hofer 13.3% 11.3% 0%
P.O. Box 3431
Carefree, AZ 85377
Common Stock Jeff W. Holmes 14.1% 12.0% 0%
8555 East Voltaire Ave.
Scottsdale, AZ 85260
Common Stock Shirl Ann Klein 5.3% 4.5% 0%
616 152nd Place S.W.
Alderwood Manor, WA 98037
Common Stock All Officers and Directors 35.3% 30.0% 30%
as a Group (2 persons)
- -----------------------------------------------------------------------------
(1) The percentage calculations in this comumn are based on
5,660,000 shares outstanding and assume that the entire offering
by Concrete Casting of 1,000,000 shares will be sold and that
none of the shares held by persons listed in the table will be sold.
(2) The percentage calculations in this column assume the
shares held by the selling shareholders listed will be sold in
the selling shareholder offering.
16
DESCRIPTION OF SECURITIES
General
Our authorized capital stock consists of 50,000,000 shares of common
stock at a par value of $0.001 per share.
The following description of our common stock includes all material
characteristics of the securities registered in this registration
statement.
Common Stock
As of March 31, 2003, there were 5,660,000 shares of our common
stock issued and outstanding that were held by 57 stockholders.
Holders of our common stock are entitled to one vote for each share
on all matters submitted to a stockholder vote. Holders of common
stock do not have cumulative voting rights. Therefore, holders of a
majority of the shares of common stock voting for the election of
directors can elect all of the directors. Holders of our common
stock representing a majority of the voting power of our capital
stock issued and outstanding and entitled to vote, represented in
person or by proxy, are necessary to constitute a quorum at any
meeting of our stockholders. A vote by the holders of a majority of
our outstanding shares is required to effectuate certain fundamental
corporate changes such as a liquidation, merger or an amendment to
our Articles of Incorporation.
Holders of common stock are entitled to share in all dividends that
the board of directors, in its discretion, declares from legally
available funds. In the event of a liquidation, dissolution or
winding up, each outstanding share entitles its holder to participate
pro rata in all assets that remain after payment of liabilities and
after providing for each class of stock, if any, having preference
over the common stock. Holders of our common stock have no pre-
emptive rights, no conversion rights and there are no redemption
provisions applicable to our common stock.
INTERESTS OF NAMED EXPERTS AND COUNSEL
No expert or counsel named in this prospectus as having prepared or
certified any part of this prospectus or having given an opinion upon
the validity of the securities being registered or upon other legal
matters in connection with the registration or offering of the common
stock was employed on a contingency basis, or had, or is to receive,
in connection with the offering, a substantial interest, direct or
indirect, in the registrant or any of its parents or subsidiaries.
Nor was any such person connected with the registrant or any of its
parents or subsidiaries as a promoter, managing or principal
underwriter, voting trustee, director, officer, or employee.
Gary R. Henrie, our independent legal counsel, has provided an
opinion on the validity of our common stock.
HJ & Associates, L.L.C., independent certified accountants, audited
the financial statements and presented their report with respect to
the audited financial statements. HJ & Associates, L.L.C.'s report
was given upon their authority as an expert in accounting and
auditing.
17
DISCLOSURE OF COMMISSION POSITION OF INDEMNIFICATION FOR SECURITIES
ACT LIABILITIES
Our directors and officers are indemnified as provided by the Nevada
Revised Statutes and our Bylaws. We have been advised that in the
opinion of the Securities and Exchange Commission indemnification
for liabilities arising under the Securities Act is against public
policy as expressed in the Securities Act, and is, therefore,
unenforceable. In the event that a claim for indemnification against
such liabilities is asserted by one of our directors, officers, or
controlling persons in connection with the securities being
registered, we will, unless in the opinion of our legal counsel the
matter has been settled by controlling precedent, submit the
question of whether such indemnification is against public policy to
a court of appropriate jurisdiction. We will then be governed by
the court's decision.
DESCRIPTION OF BUSINESS
General
Concrete Casting 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 and remains 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. The proceeds of this offering are
necessary to obtain the capital necessary to put the concrete
products into production.
Industry Overview
Concrete is used widely as a building material in the United States. It is
highly regarded as a building material because of its beauty as well as its
durability. Though generally used for foundation and structural purposes,
concrete is also used for decorative and ornamental purposes. The industry of
precast concrete products is sometimes described in terms of larger companies
that supply prestressed and precast products for larger construction projects
as opposed to smaller suppliers of castings for home and garden ornamental
purposes.
Large Concrete Suppliers
- ------------------------
Large concrete suppliers who provide precast concrete products usually focus
on prestressed and precast products used primarily as parts of buildings or
highway structures. These products may be used architecturally, such as in a
decorative wall of a building, or structurally, such as building walls,
frames, floors, roofs or highway bridge beams. Precase concrete products that
are prestressed are manufactured by stressing or stretching steel cables,
incasing them in concrete, and then releasing the cable after the concrete has
hardened. The contraction of the cable compresses the concrete, adding to its
strength.
Precast concrete products, which include architectural walls and floor panels,
are manufactured by a process similar to the manufacturing process for
prestressed concrete products; however, precast
18
products do not contain steel
cables that have been stretched to strengthen the concrete. Also, precast
products may or may not contain steel bars for reinforcement, depending upon
the intended use of the precast products and the related specifications.
Mid-range and Smaller Companies
- -------------------------------
Mid-range and smaller companies who supply precast concrete products often
focus on ecorative windows, doors, headers, balusters, posts, columns,
wallcaps, coping and other custom products. They also supply products for
gardens, courtyards and building surroundings appointed with concrete
fixtures. Even though some companies supplying these products may be quite
large, they are typically not companies that own their own batch plants and
provide precast products for highway construction and the like.
Many companies who provide home and garden ornamental concrete products are
very small. Some belong to hobbyists who operate out of their garages. The
market is easy to enter. All it requires is a mold and the ingredients for
concrete which is sand, water and Portland cement. There are many suppliers
of mjolds for this industry in the U.S. and Canada. However, even though the
process seems simple, the know how to mix the ingredients properly and
accomplish a pour under the right conditions to achieve a beautiful and strong
product requires significant skill acquired over time.
Our Strategy
- ------------
Molds typically used by small manufactures can be purchased from between
$20.00 and several hundred dollars. Our molds will be manufactured by us at a
cost of between $30,000.00 and $40,000.00 each. We believe this will provide
us with a market niche that we can develop. During the past 25 years, our
president has been in the building and building materials industry. During
this time, he has had inquiries regarding the types of products Concrete
Casting will produce. As he looked for these products, he was unable to
locate them. This led him to spend significant time over a number of years
developing the concept. While small companies seem to be unable to develop
the molds for these products, large companies seem to be unwilling to because
of the perception that the demand for the product does not justify the expense
of developing the molds. Because of the interest in our type of product that
has been communicated to our president, we believe a market does exist for the
product that will manifest itself once the products are available.
The Casting Process
The casting of cement and concrete is an art form that has existed
since ancient time and continues today. Casting techniques used
today are those that are easy to use and yield the greatest potential
for profitability for the mass producers of concrete castings.
All castings involve the use of a mold that conforms the shape of the
concrete until it solidifies. Molds can be as simple as a box that
yields a solid block of concrete or as intricate as a mold that
produces a statue. The utility of a particular mold will depend upon
how easy it is to make, how easy it is to use and how durable it is
for purposes of making repeated castings.
Casting a three dimensional object using a mold presents various
challenges. If the desired object has detail on all sides and it is
also desired that the object is formed from a single pour of
concrete, the mold is sometimes destroyed when removing it from the
casted object. The alternative is to cast the
19
object in sections
and assembling them after the concrete hardens or to build the mold
in sections and disassemble the mold to release the casting.
Modern castings involve a great deal of flat surfaces and rounded
curves for ease of casting. More detailed castings such as statuary
and ornate benches or birdbaths are still characterized by rounded
curves and sloping lines and do not sport the sharp relief necessary
to create the appearance of hieroglyphic s or other intricate detail.
The molds for more detailed castings are normally made of fiberglass
or rubber. Fiberglass and rubber is easily fashioned but lacks
durability for many castings.
The casting process typically involves coating the inside of the mold
with oil or a commercial release agent. The concrete is then poured
into the mold and allowed to set. The casting is then released from
the mold and allowed to cure. The ease of releasing the casting from
the mold and the success of the release agent in creating a smooth
concrete surface is essential to a successful casting operation.
The Product
In 1991, Cordell Henrie, our president, conceived the concept of a
multi stage, four side release concrete casting mold for casting
stand alone, decorative, concrete figures. The mold is designed with
four separate sides that each detach from the casting independently
of the other three sides. The mold allows a single pour of concrete
to form a three dimensional object which is easily released from
the mold. The mold is made of steel. The steel used in the mold
releases smoothly from the concrete and leaves a smooth finish on the
casting. The use of steel has allowed the creation of intricate
detail in and casting and produced a mold that could last
indefinitely.
Mr. Henrie has now spent 12 years developing and testing the concept.
The majority of his work during this time has been in building the
Test mold. The mix of the concrete necessary to fill in the
detail of the mold and yet be durable has also been tested during this time.
Numerous testings of small mixings of concrete components have taken place to
develop the texture of the concrete mix necessary to fill out the detail of
the mold while retaining the necessary strength of the cast. There have been
approximately 8 pours of the entire mold or of full sections of the mold
during this testing process to test the detail, the durability of the cast and
of the ability of the mold to release the cast.
The detail we have been able to accomplish will allow us to produce
concrete products based on architectural themes from the antiquities.
Modern landscape architecture sometimes uses themes from the
antiquities to create the feel of ancient cities or landscapes that
were built with stone and cement. We believe we can produce products
that will lend itself to this market.
Two products are in the design stage. The first finished product we
intend to cast is an Egyptian style pylon with hieroglyphic face
relief. We anticipate castings of this product will be from eight to
twelve feet in length with an estimated weight of 500 lbs. Our
second product is a replica of an ancient sundial. Further product
development will come from our continued study of antiquities that we
believe will have appeal to the modern landscaper.
Product Development
Proceeds from this offering are necessary to fund the development of
our initial products and get them to market. We estimate it will
cost $36,000 to produce our initial finished product design, produce
the mold, cast our initial inventory and market the first product.
We estimate ongoing production costs to
20
include $12.00 per casting
for raw materials including gravel, sand and cement, and $75.00 per
casting for overhead costs including insurance, facility maintenance,
and labor.
Plan of Operations
At the present time we have no capital for the development of our
business plan. Development cannot begin until we have a minimum of
$36,000 in proceeds from this offering which we project is the amount
needed to develop and market our initial product. To generate
$36,000 in net offering proceeds, we will have to raise approximately
$68,000. This will allow for payment of $25,000 in offering expenses
and commissions of approximately $6,800 if underwriters sell the
offering and will then leave approximately $36,000 to develop our
business plan. Upon receipt of funding, we expect the development of
our initial project to proceed according the following time frame:
- Product design 2 months
- Mold fabrication 5 months
- Modification of manufacturing facility 2 months
- Marketing of product 3 months
Accordingly, we project it will take 12 months to produce and market
our initial product after receipt of funding to the extent described
above.
If we obtain nominal or limited proceeds form the offering, we will
not be able to pursue the projected time schedule outlined above.
Mr. Henrie will be forced to continue with his testing and
development activities on a limited basis until adequate funding can
be obtained. During this time, he would seek to complete the design
of our initial product and design other products.
In the event we are successful in accomplishing our 12 month plan as
outlined and commence production, we will hire an employee to do the
actual casting of the products under the supervision of Mr. Henrie.
Upon commencement of production we would purchase a hoist to move and
load our products.
Marketing Strategy
Due to the exclusive nature of our products, our marketing will be
directed specifically toward those businesses and persons who have
the potential of using our products. Our marketing efforts will
include the following:
- Production of brochures for distribution to regional landscape
and architectural design firms;
- Booth displays at annual national concrete product symposium;
- Information and product displays at regional home and garden
shows;
- Sales through existing, landscape oriented businesses; and
- Marketing and sales by use of the Internet
We believe the ultimate success of our business will depend upon our
ability to develop strategic alliances with building and landscaping
businesses who have an established clientele that may have an
interest in our products.
21
Current Operations
At the present time, the development of our business plan is waiting
for and is contingent upon raising money through this offering. In
the mean time, Mr. Henrie continues his experimentation with the
casting process though we believe it is sufficiently developed at
this time to be used on a commercial basis as soon as funding is
available. The first commercial products are not in development at
this time.
Competition
We face the competition of other concrete casting companies which are
normally large companies that have resources superior to ours. They
generally produce in great quantity, products having less detail than
ours. We intend to compete with such companies by producing products
that are more detailed and that are more customized, therefore not
having such a wide distribution potential. Economies of scale will
not allow the larger companies to make the type of products we will
offer thereby allowing us to create a niche market for ourselves.
We will also face the competition of companies that produce concrete
type looking products for landscaping purposes out of plastic. We
will compete with these companies by promoting the durability and
quality of the actual concrete product itself.
Government Regulation
We are subject to all of the government regulations that regulate
businesses generally. We are not aware of any government regulations
that are specific to the concrete casting business. We anticipate
that our products will be marketed over a wide geographic area
involving several states and eventually many of the states in the
United States. Accordingly, we will be subject to any rules
regulating interstate commerce that may apply to us. Also, it is
possible we will eventually market our products via the Internet. We
are not aware of any government regulations that would regulate such
Internet advertising at the present time. However, there is a risk
that our activities and the Internet generally may become the subject
of government regulation in the future or that governments will
interpret their laws as having jurisdiction over Internet
advertising. Due to the increasing popularity and use of the
Internet, it is possible that a number of laws and regulations may be
adopted with respect to the Internet generally, covering issues such
as user privacy, pricing, and characteristics and quality of products
and services. Similarly, the growth and development of the market
for Internet commerce may prompt calls for more stringent consumer
protection laws that may impose additional burdens on those companies
conducting business over the Internet. The adoption of any
additional laws or regulations may decrease the growth of commerce
over the Internet, increase our cost of doing business or otherwise
have a harmful effect on our business.
22
DESCRIPTION OF PROPERTY
The business operations of Concrete Casting are located at 100 Pine
Wood Drive, Logan, Utah 84321. At that location, minimal office space
and approximately 900 square feet of manufacturing shop space is being
made available by our president as an accommodating to Concrete
Casting. Upon receipt of funding from this offering, we intend to
lease other manufacturing facilities that management believes will be
readily available at an acceptable cost. Concrete Casting does not
own or lease any real property at the present time.
CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS.
Except as discussed below, none of the following parties has, since
our date of incorporation, had any material interest, direct or
indirect, in any transaction with us or in any presently proposed
transaction which has or will materially affect us:
1. Any of our directors or officers;
2. Any person proposed as a nominee for election as a director;
3. Any person who beneficially owns, directly or indirectly,
shares carrying more than 5% of the voting rights attached to
our outstanding shares of common stock;
4. Any of our promoters;
5. Any relative or spouse of any of the foregoing persons who
has the same house as such person.
On November 30, 2001, Concrete Casting entered into an asset purchase
agreement with Cordell Henrie, our president, who was doing business
as, Concrete Casting, a sole proprietorship ("Concrete"). We issued
2,000,000 shares of our common stock to acquire certain intangible
assets of Concrete. Those assets were all drawings, plans and concepts
developed by Concrete with respect to the design of replicas of
antiquities to be cast in concrete and marketed to the U.S. landscaping
market. The shares were issued at par value of $0.001 per share for
total consideration of $2,000.
23
MARKET FOR COMMON EQUITY AND RELATED STOCKHOLDER MATTERS
No Present Public Market
There is no public market for our common stock.
Option, Warrants and Registration Rights
We have no outstanding options or warrants to purchase, or
securities convertible into, common equity of Concrete Casting.
There are no shares Concrete Casting has agreed to register under
the Securities Act for sale by security holders. However, there are
4,660,000 common shares being registered pursuant to this
registration statement, 1,000,000 of which will be offered by
Concrete Casting and 3,660,000 of which may be offering by the
selling shareholders.
Rule 144 Shares
A total of 2,000,000 shares of our common stock is available for
resale to the public in accordance with the volume and trading
limitations of Rule 144 of the Act.
In general, under Rule 144 as currently in effect, a person who has
beneficially owned shares of a company's common stock for at least
one year is entitled to sell within any three month period a number
of shares that does not exceed the greater of:
1. 1% of the number of shares of the company's common stock then
outstanding which, in our case equals 56,600 shares as of the
date of this prospectus; or
2. The average weekly trading volume of the company's common
stock during the four calendar weeks preceding the filing of
a notice on form 144 with respect to the sale.
Sales under Rule 144 are also subject to manner of sale provisions
and notice requirements and to the availability of current public
information about the company.
Under Rule 144(k), a person who is not one of the company's
affiliates at any time during the three months preceding a sale, and
who has beneficially owned the shares proposed to be sold for at
least 2 years, is entitled to sell shares without complying with the
manner of sale, public information, volume limitation or notice
provisions of Rule 144. There are 3,660,000 common shares of
Concrete Casting that may be sold at the present time under Rule
144(k).
The Division of Corporate Finance of the Securities and Exchange
Commission has taken the position that promoters or affiliates of a
blank check company and their transferees would act as underwriters
under the Securities Act of 1933 when reselling the securities of
the blank check company and that the securities could only be resold
through a registered offering and that Rule 144 would not be
available for those resale transactions. Accordingly, Rule 144 may
not be available for the resale of all issued and outstanding shares
of Concrete Casting.
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
24
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:
- contains a description of the nature and level of risk in the
market for penny stocks in both public offerings and secondary
trading;
- 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;
- 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;
- contains a toll-free telephone number for inquiries on
disciplinary actions;
- defines significant terms in the disclosure document or in the
conduct of trading in penny stocks; and
- 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:
- with bid and offer quotations for the penny stock;
- the compensation of the broker-dealer and its salesperson in the
transaction;
- 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
- 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.
Holders of Our Common Stock
As of the date of this registration statement, we have 57 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:
25
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.
EXECUTIVE COMPENSATION
Compensation
The following table sets forth certain information as to our officers
and Directors.
Annual Compensation Table
Annual Compensation Long Term Compensation
------------------------- ----------------------
Other All
Annual Other
Com- Restr- Com-
pen- icted pen-
Fiscal sa- Stock Options/ LTIP sa-
Name Title Year Salary Bonus tion Awarded SARs(#) payouts($) tion
- ---- ----- ------ ------ ----- ------ ------- ------- --------- ----
Cordell Pres.
Henrie and 2002 $ 0 0 0 0 0 0 0
Dir. 2001 $ 0 0 0 0 0 0 0
Greg Sec.
Stuart Treas. 2002 $ 0 0 0 0 0 0 0
and
Dir.
Employment Agreements
No officer or director has an employment agreement with Concrete
Casting at the present time.
26
FINANCIAL STATEMENTS
Index to Financial Statements:
1. Unaudited Financial Statements for the quarter ended March 31,
2003:
a. Balance Sheet
b. Statements of Operations
c. Statements of Stockholders' Equity (Deficit)
d. Statements of Cash Flows
e. Notes to the Financial Statements
2. Report of Independent Auditor
3. Audited Financial Statements for the periods ended December 31,
2002 and 2001:
a. Balance Sheet
b. Statements of Operations
c. Statements of Stockholders' Equity (Deficit)
d. Statements of Cash Flows
e. Notes to the Financial Statements
27
CONCRETE CASTING INCORPORATED
(A Development Stage Company)
FINANCIAL STATEMENTS
March 31, 2003 and December 31, 2002
F-1
CONCRETE CASTING INCORPORATED
(A Development Stage Company)
Balance Sheets
ASSETS
------
March 31, December 31,
2003 2002
------------- ------------
(Unaudited)
CURRENT ASSETS
Cash $ 1,154 $ -
Prepaid expenses - 10
------------- ------------
Total Current Assets 1,154 10
------------- ------------
OTHER ASSETS
Intangible assets, net of an allowance
of $2,000 - -
------------- ------------
TOTAL ASSETS $ 1,154 $ 10
============= ============
LIABILITIES AND STOCKHOLDERS EQUITY (DEFICIT)
---------------------------------------------
CURRENT LIABILITIES
Accounts payable and accrued expenses $ 2,805 $ 941
Accounts payable - related party 30,285 29,131
Accrued interest payable - related party 4,077 3,483
------------- ------------
Total Liabilities 37,167 33,555
------------- ------------
STOCKHOLDERS EQUITY (DEFICIT)
Common stock: 50,000,000 shares authorized
of $0.001 par value; 5,660,000 shares
issued and outstanding 5,660 5,660
Additional paid-in capital 65,188 61,938
Deficit accumulated during the development
stage (106,861) (101,143)
------------- ------------
Total Stockholders Equity (Deficit) (36,013) (33,545)
------------- ------------
TOTAL LIABILITIES AND STOCKHOLDERS
EQUITY (DEFICIT) $ 1,154 $ 10
============= ============
The accompanying notes are an integral part of these financial statements.
F-2
CONCRETE CASTING INCORPORATED
(A Development Stage Company)
Statements of Operations
(Unaudited)
From
For the Inception on
Three Months Ended October 28,
March 31, 1987 Through
-------------------------- March 31,
2003 2002 2003
------------ ------------ ------------
REVENUES $ - $ - $ 200
------------ ------------ ------------
EXPENSES
General and administrative 5,124 830 98,421
Loss on impairment of asset - - 2,000
------------ ------------ ------------
Total Expenses 5,124 830 100,421
------------ ------------ ------------
NET OPERATING LOSS (5,124) (830) (100,221)
------------ ------------ ------------
OTHER EXPENSES
Interest expense (594) (516) (4,077)
------------ ------------ ------------
Total Other Expenses (594) (516) (4,077)
------------ ------------ ------------
LOSS BEFORE DISCONTINUED
OPERATIONS AND INCOME TAXES (5,718) (1,346) (104,298)
DISCONTINUED OPERATIONS
Loss from discontinued operations - - (2,563)
------------ ------------ ------------
Total Discontinued Operations - - (2,563)
------------ ------------ ------------
LOSS BEFORE INCOME TAXES (5,718) (1,346) (106,861)
Income taxes - - -
------------ ------------ ------------
NET LOSS $ (5,718) $ (1,346) $ (106,861)
============ ============ ============
BASIC NET LOSS PER SHARE OF
COMMON STOCK $ (0.00) $ (0.00)
============ ============
BASIC WEIGHTED AVERAGE NUMBER
OF SHARES OUTSTANDING 5,660,000 5,660,000
============ ============
The accompanying notes are an integral part of these financial statements.
F-3
CONCRETE CASTING INCORPORATED
(A Development Stage Company)
Statements of Stockholders Equity (Deficit)
Deficit
Accumulated
Common Stock Additional During the
------------------------- Paid-in Development
Shares Amount Capital Stage
------------ ------------ ---------- -----------
Balance, December 31, 2000 3,660,000 $ 3,660 $ 50,438 $ (71,004)
November 2000: Common stock
issued to acquire assets of
Concrete Casting Incorporated
at $0.001 per share 2,000,000 2,000 - -
Net loss for the year ended
December 31, 2001 - - - (10,966)
------------ ------------ ---------- -----------
Balance, December 31, 2001 5,660,000 5,660 50,438 (81,970)
Contributed services - - 11,500 -
Net loss for the year ended
December 31, 2002 - - - (19,173)
------------ ------------ ---------- -----------
Balance, December 31, 2002 5,660,000 5,660 61,938 (101,143)
Contributed services (unaudited) - - 3,250 -
Net loss for the three months
ended March 31, 2003
(unaudited) - - - (5,718)
------------ ------------ ---------- -----------
Balance, March 31, 2003
(unaudited) 5,660,000 $ 5,660 $ 65,188 $ (106,861)
============ ============ ========== ===========
The accompanying notes are an integral part of these financial statements.
F-4
CONCRETE CASTING INCORPORATED
(A Development Stage Company)
Statement of Cash Flows
(Unaudited)
From
For the Inception on
Three Months Ended October 28,
March 31, 1987 Through
-------------------------- March 31,
2003 2002 2003
------------ ------------ ------------
CASH FLOWS FROM OPERATING ACTIVITIES:
Net loss $ (5,718) $ (1,346) $ (106,861)
Adjustments to reconcile net loss
to net cash used by operating
activities:
Loss on impairment of assets - - 2,000
Stock issued for forgiveness of debt - - 11,751
Expenses paid on behalf of the company - - 47
Stock issued for services - - 9,600
Contributed services 3,250 - 14,750
Amortization - - 203
Changes in operating assets and
liabilities:
Decrease in prepaid expenses 10 - -
(Increase) in organization costs - - (203)
Increase (decrease) in accounts payable 1,864 - 2,805
Increase in accounts payable - related
Party 1,154 - 30,285
Increase in accrued expenses 594 516 4,077
------------ ------------ ------------
Net Cash Provided (Used) by
Operating Activities 1,154 (830) (31,546)
------------ ------------ ------------
CASH FLOWS FROM INVESTING ACTIVITIES: - - -
------------ ------------ ------------
CASH FLOWS FROM FINANCING ACTIVITIES:
Common stock issued for cash - - 32,700
------------ ------------ ------------
Net Cash Provided by Financing
Activities - - 32,700
------------ ------------ ------------
NET INCREASE (DECREASE) IN CASH 1,154 (830) 1,154
CASH AT BEGINNING OF PERIOD - 1,292 -
------------ ------------ ------------
CASH AT END OF PERIOD $ 1,154 $ 462 $ 1,154
============ ============ ============
CASH PAID FOR:
Interest $ - $ - $ -
Income taxes $ - $ - $ -
SCHEDULE OF NON CASH FINANCING ACTIVITIES
Common stock issued for services $ - $ - $ 9,600
Common stock issued for assets $ - $ - $ 2,000
Contributed services $ 3,250 $ - $ 14,750
The accompanying notes are an integral part of these financial statements.
F-5
CONCRETE CASTING INCORPORATED
(A Development Stage Company)
Notes to the Financial Statements
March 31, 2003 and December 31, 2002
NOTE 1 - CONDENSED FINANCIAL STATEMENTS
The accompanying unaudited condensed financial statements
have been prepared by the Company pursuant to the rules
and regulations of the Securities and Exchange
Commission. Certain information and footnote disclosures
normally included in financial statements prepared in
accordance with generally accepted accounting principles
have been condensed or omitted in accordance with such
rules and regulations. The information furnished in the
interim condensed financial statements include normal
recurring adjustments and reflects all adjustments,
which, in the opinion of management, are necessary for a
fair presentation of such financial statements. Although
management believes the disclosures and information
presented are adequate to make the information not
misleading, it is suggested that these interim condensed
financial statements be read in conjunction with the
Companys most recent audited financial statements and
notes thereto. Operating results for the three months
ended March 31, 2003 are not necessarily indicative of
the results that may be expected for the year ending
December 31, 2003.
NOTE 2 - GOING CONCERN
The Companys 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. The Company has not yet established
an ongoing source of revenues sufficient to cover its
operating costs and allow it 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.
In order to continue as a going concern, develop a
reliable source of revenues, and achieve a profitable
level of operations the Company will need, among other
things, additional capital resources. Managements plans
to continue as a going concern include raising additional
capital through sales of common stock. However,
management cannot provide any assurances that the Company
will be successful in accomplishing any of its plans.
The ability of the Company to continue as a going concern
is dependent upon its ability to successfully accomplish
the plans described in the preceding paragraph and
eventually secure other sources of financing and attain
profitable operations. The accompanying financial
statements do not include any adjustments that might be
necessary if the Company is unable to continue as a going
concern.
F-6
CONCRETE CASTING INCORPORATED
(A Development Stage Company)
FINANCIAL STATEMENTS
December 31, 2002
F-7
INDEPENDENT AUDITORS' REPORT
----------------------------
Board of Directors
Concrete Casting Incorporated
(A Development Stage Company)
Logan, Utah
We have audited the accompanying balance sheet of Concrete Casting
Incorporated (a development stage company) as of December 31, 2002
and the related statements of operations, stockholders' equity
(deficit) and cash flows for the years ended December 31, 2002 and
2001 and from inception on October 28, 1987 through December 31,
2002. 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 auditing standards
generally accepted in the United States of America. Those
standards require that we plan and perform the audits to obtain
reasonable assurance about whether the financial statements are
free of material misstatement. An audit includes examining, on a
test basis, evidence supporting the amounts and disclosures in the
financial statements. An audit also includes assessing the
accounting principles used and significant estimates made by
management, as well as evaluating the overall financial statement
presentation. We believe that our audits provide a reasonable
basis for our opinion.
In our opinion, the financial statements referred to above present
fairly, in all material respects, the financial position of
Concrete Casting Incorporated (a developmental stage company) as of
December 31, 2002 and the results of its operations and cash flows
for the years ended December 31, 2002 and 2001 and from inception
on October 28, 1993 through December 31, 2002, in conformity with
accounting principles generally accepted in the United States of
America.
The accompanying financial statements have been prepared assuming
the Company will continue as a going concern. As discussed in Note
5 to the financial statements, the Company has had no business
operations since inception and no established source of revenue
which raises substantial doubt about its ability to continue as a
going concern. Management's plan in regard to these matters are
also described in Note 5. The financial statements do not include
any adjustments that might result form the outcome of this
uncertainty.
HJ & Associates, LLC
Salt Lake City, Utah
April 7, 2003
F-8
CONCRETE CASTING INCORPORATED
(A Development Stage Company)
Balance Sheet
ASSETS
------
December 31,
2002
--------------
CURRENT ASSETS
Cash $ -
Prepaid expenses 10
--------------
Total Current Assets 10
--------------
OTHER ASSETS
Intangible assets, net of impairment of $2,000
(Note 4) -
TOTAL ASSETS $ 10
==============
LIABILITIES AND STOCKHOLDERS' EQUITY (DEFICIT)
----------------------------------------------
CURRENT LIABILITIES
Accounts payable $ 941
Payables-related parties (Note 2) 29,131
Accrued interest-related parties (Note 2) 3,483
--------------
Total Current Liabilities 33,555
--------------
STOCKHOLDERS' EQUITY (DEFICIT)
Common stock: 50,000,000 shares authorized of $0.001
par value, 5,660,000 shares issued and outstanding 5,660
Additional paid-in capital 61,938
Deficit accumulated during the development stage (101,143)
--------------
Total Stockholders' Equity (Deficit) (33,545)
--------------
TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY (DEFICIT) $ 10
The accompanying notes are an integral part of these financial statements.
F-9
CONCRETE CASTING INCORPORATED
(A Development Stage Company)
Statements of Operations
From
Inception on
For the Years Ended October 28,
December 31, 1987 Through
------------------------- December 31,
2002 2001 2002
------------ ------------ -------------
REVENUE $ - $ - $ 200
------------ ------------ -------------
EXPENSES
General and administrative 17,054 7,602 93,297
Loss on impairment of asset - 2,000 2,000
------------ ------------ -------------
Total Expenses 17,054 9,602 95,297
------------ ------------ -------------
OPERATING LOSS (17,054) (9,602) (95,097)
------------ ------------ -------------
OTHER EXPENSES
Interest expense (2,119) (1,364) (3,483)
------------ ------------ -------------
Total Other Expenses (2,119) (1,364) (3,483)
------------ ------------ -------------
LOSS BEFORE DISCONTINUED
OPERATIONS AND INCOME TAXES (19,173) (10,966) (98,580)
------------ ------------ -------------
DISCONTINUED OPERATIONS
Loss from discontinued operations - - (2,563)
------------ ------------ -------------
Total Discontinued Operations - - (2,563)
------------ ------------ -------------
LOSS BEFORE INCOME TAXES (19,173) (10,966) (101,143)
------------ ------------ -------------
Income taxes - - -
NET LOSS $ (19,173) $ (10,966) $ (101,143)
============ ============ =============
BASIC LOSS PER SHARE OF
COMMON STOCK $ (0.00) $ (0.00)
============ ============
BASIC WEIGHTED AVERAGE NUMBER
OF SHARES OUTSTANDING 5,660,000 3,829,861
============ ============
The accompanying notes are an integral part of these financial statements.
F-10
CONCRETE CASTING INCORPORATED
(A Development Stage Company)
Statements of Stockholders? Equity (Deficit)
Deficit
Accumulated
Common Stock Additional During the
-------------------------- Paid-in Development
Shares Amount Capital Stage
------------ ------------ ---------- -----------
Balance, October 28, 1987 - $ - $ - $ -
October 1987: Common Stock
issued for cash at
$0.002 per share 650,000 650 650 -
Net loss for the period
ended December 31, 1987 - - - (1,540)
------------ ------------ ---------- -----------
Balance, December 31, 1987 650,000 650 650 (1,540)
Net loss for the year
ended December 31, 1988 - - - (241)
------------ ------------ ---------- -----------
Balance, December 31, 1988 650,000 650 650 (1,781)
Net loss for the year
ended December 31, 1989 - - - (41)
------------ ------------ ---------- -----------
Balance, December 31, 1989 650,000 650 650 (1,822)
Net loss for the year
ended December 31, 1990 - - - (741)
------------ ------------ ---------- -----------
Balance, December 31, 1990 650,000 650 650 (2,563)
December 1991: Common
stock issued for cash
at $0.01 per share 2,600,000 2,600 23,400 -
Net loss for the year
ended December 31, 1991 - - - (2,537)
------------ ------------ ---------- -----------
Balance, December 31, 1991 3,250,000 3,250 24,050 (5,100)
Net loss for the year
ended December 31, 1992 - - - (24,190)
------------ ------------ ---------- -----------
Balance, December 31, 1992 3,250,000 3,250 24,050 (29,290)
Net loss for the year
ended December 31, 1993 - - - (478)
------------ ------------ ---------- -----------
Balance, December 31, 1993 3,250,000 $ 3,250 $ 24,050 $ (29,768)
------------ ------------ ---------- -----------
The accompanying notes are an integral part of these financial statements.
F-11
CONCRETE CASTING INCORPORATED
(A Development Stage Company)
Statements of Stockholders? Equity (Deficit) (Continued)
Deficit
Accumulated
Common Stock Additional During the
-------------------------- Paid-in Development
Shares Amount Capital Stage
------------ ------------ ---------- -----------
Balance, December 31, 1993 3,250,000 $ 3,250 $ 24,050 $ (29,768)
Net loss for the year
ended December 31, 1994 - - - (2,767)
------------ ------------ ---------- -----------
Balance, December 31, 1994 3,250,000 3,250 24,050 (32,535)
Net loss for the year
ended December 31, 1995 - - - (3,038)
------------ ------------ ---------- -----------
Balance, December 31, 1995 3,250,000 3,250 24,050 (35,573)
July 1996 : Common stock
issued for forgiveness of
debt at $0.08 per share 150,000 150 11,601 -
July 1996 : Common stock
issued for services at
$0.08 per share 120,000 120 9,480 -
Net loss for the year
ended December 31, 1996 - - - (13,751)
------------ ------------ ---------- -----------
Balance, December 31, 1996 3,520,000 3,520 45,131 (49,324)
Expenses paid on behalf of
company by shareholder - - 47 -
Net loss for the year
ended December 31, 1997 - - - (424)
------------ ------------ ---------- -----------
Balance, December 31, 1997 3,520,000 3,520 45,178 (49,748)
July 1998: Common stock
issued for services at
$0.05 per share 100,000 100 4,900 -
Net loss for the year
ended December 31, 1998 - - - (4,494)
------------ ------------ ---------- -----------
Balance, December 31, 1998 3,620,000 3,620 50,078 (54,242)
January 1999: Common stock
issued for services at
$0.01 per share 40,000 40 360 -
Net loss for the year
ended December 31, 1999 - - - (603)
------------ ------------ ---------- -----------
Balance, December 31, 1999 3,660,000 $ 3,660 $ 50,438 $ (54,845)
The accompanying notes are an integral part of these financial statements.
F-12
CONCRETE CASTING INCORPORATED
(A Development Stage Company)
Statements of Stockholders? Equity (Deficit) (Continued)
Deficit
Accumulated
Common Stock Additional During the
-------------------------- Paid-in Development
Shares Amount Capital Stage
------------ ------------ ---------- -----------
Balance, December 31, 1999 3,660,000 $ 3,660 $ 50,438 $ (54,845)
Net loss for the year
ended December 31, 2000 - - - (16,159)
------------ ------------ ---------- -----------
Balance, December 31, 2000 3,660,000 3,660 50,438 (71,004)
November 2001:Common stock
issued to acquire assets
of Concrete Casting
Incorporated at $0.001
per share 2,000,000 2,000 - -
Net loss for the year
ended December 31, 2001 - - - (10,966)
------------ ------------ ---------- -----------
Balance, December 31, 2001 5,660,000 5,660 50,438 (81,970)
Contributed services - - 11,500 -
Net loss for the year
ended December 31, 2002 - - - (19,173)
------------ ------------ ---------- -----------
Balance, December 31, 2002 5,660,000 $ 5,660 $ 61,938 $(101,143)
============ ============ ========== ===========
The accompanying notes are an integral part of these financial statements.
F-13
CONCRETE CASTING INCORPORATED
(A Development Stage Company)
Statements of Cash Flows
From
Inception on
For the Years Ended October 28,
December 31, 1987 Through
------------------------- December 31,
2002 2001 2002
------------ ------------ -------------
CASH FLOWS FROM OPERATING ACTIVITIES
Net loss $ (19,173) $ (10,966) $ (101,143)
Adjustments to reconcile net loss
to net cash
Used in operating activities:
Loss on impairment of assets - 2,000 2,000
Stock issued for forgiveness
of debt - - 11,751
Expenses paid on behalf of the
Company - - 47
Stock issued for services - - 9,600
Contributed services 11,500 - 11,500
Amortization - - 203
Changes in operating assets and
liabilities:
(Increase) in prepaid expenses (10) - (10)
(Increase) in organization costs - - (203)
Increase (decrease) in accounts
Payable 141 (3,700) 941
Increase in accounts payable-
related party 4,131 10,000 29,131
Increase in accrued expenses 2,119 1,364 3,483
------------ ------------ -------------
Net Cash Used in Operating
Activities (1,292) (1,302) (32,700)
------------ ------------ -------------
CASH FLOWS FROM INVESTING ACTIVITIES - - -
------------ ------------ -------------
CASH FLOWS FROM FINANCING ACTIVITIES
Common stock issued for cash - - 32,700
------------ ------------ -------------
Net Cash Provided in Financing
Activities - - 32,700
------------ ------------ -------------
NET DECREASE IN CASH (1,292) (1,302) -
CASH, BEGINNING OF PERIOD 1,292 2,594 -
CASH, END OF PERIOD $ - $ 1,292 $ -
============ =========== =============
SUPPLEMENTAL DISCLOSURES OF CASH
FLOW INFORMATION
CASH PAID FOR:
Interest $ - $ - $ -
Income taxes $ - $ - $ -
NON-CASH FINANCING ACTIVITIES:
Common stock issued for services $ - $ - $ 9,600
Common stock issued for assets $ - $ 2,000 $ 2,000
Contributed services $ 11,500 $ - $ 11,500
The accompanying notes are an integral part of these financial statements.
F-14
CONCRETE CASTING INCORPORATED
(A Development Stage Company)
Notes to Financial Statements
December 31, 2002 and 2001
NOTE 1 - ORGANIZATION AND HISTORY
Concrete Casting Incorporated (formerly 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. Since that time the Company has been
seeking new business opportunities and is classified as a
development stage company as defined in SFAS No. 7. The
Company is seeking potential business ventures. The
Company, has at the present, not paid any dividends and any
dividends that may be paid in the future will depend upon
the financial requirements of the Company and other relevant
factors. During 2001, the Company changed its name from
Staco Incorporated to Concrete Casting Incorporated.
NOTE 2 - SIGNIFICANT ACCOUNTING POLICIES AND PROCEDURES
The Company has no material operations to date and its
accounting policies and procedures have not been determined,
except as follows:
a. Accounting Method
The Company uses the accrual method of accounting and has
selected a calendar year end.
b. Basic Loss Per Share
Basic loss per common share has been calculated based on the
weighted average number of shares of common stock
outstanding during the period.
For the Years Ended
December 31,
-------------------------------
2002 2001
--------------- --------------
Numerator ? loss $ (19,173) $ (10,966)
Denominator - weighted average
number of shares outstanding 5,660,000 3,829,861
Loss per share $ (0.00) $ (0.00)
F-15
CONCRETE CASTING INCORPORATED
(A Development Stage Company)
Notes to Financial Statements
December 31, 2002 and 2001
NOTE 2 - SIGNIFICANT ACCOUNTING POLICIES AND PROCEDURES (Continued)
c. 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 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 deferred tax assets consist of the following components
as of December 31, 2002 and 2001:
2002 2001
------------ ------------
Deferred tax assets:
NOL Carryover $ 35,486 $ 28,200
Deferred tax liabilities: - -
Valuation allowance (35,486) (28,200)
------------ ------------
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, 2002 and 2001
due to the following:
2002 2001
------------ ------------
Book loss $ (19,173) $ (10,966)
State tax - -
Other - -
Valuation allowance 19,173 10,966
------------ ------------
$ - $ -
============ ============
At December 31, 2002, the Company had net operating loss
carryforwards of approximately $100,000 that may be offset
against future taxable income from the year 2002 through
2022. No tax benefit has been reported in the December 31,
2002 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 carryforwards for Federal
income tax reporting purposes are subject to annual
limitations. Should a change in ownership occur, net
operating loss carryforwards may be limited as to use in
future years.
F-16
CONCRETE CASTING INCORPORATED
(A Development Stage Company)
Notes to Financial Statements
December 31, 2002 and 2001
NOTE 2 - SIGNIFICANT ACCOUNTING POLICIES AND PROCEDURES (Continued)
d. 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.
e. Related Party Transactions
Management Compensation - For the years ended December 31,
2002 and 2001, the Company did not pay any compensation to
any of its officers or directors. During the year ended
December 31, 2002, an officer of the Company and an
attorney contributed a total of $11,500 in services to the
Company. Services contributed during 2001 were immaterial,
and were not recorded.
Office Space - The Company has not had a need to rent
office space. An officer/shareholder of the Company is
allowing the Company to use his home mailing address, as
needed, at no expense to the Company.
Payable - Related Parties - During 2002 and 2001,
shareholders of the company loaned the Company $4,132 and
$10,000 respectively, to cover current expenses. Interest
is being imputed on the notes at 8%. At December 31, 2002,
the Company owed $29,131 to shareholders with accrued
interest of $3,483.
NOTE 3 - COMMON STOCK TRANSACTIONS
During November 2001, the Company issued 2,000,000 shares
of its previously authorized but unissued common stock for
the certain assets of Concrete Casting (See Note 4).
During January 1999, the Company issued 40,000 shares of it
previously authorized but unissued common stock for
services rendered, valued at $400 (or $0.01 per share).
During July 1998, the Company issued 100,000 shares of it
previously authorized by unissued common stock for services
rendered of $5,000 (or $0.05 per share).
NOTE 4 - INTANGIBLE ASSETS
On November 30, 2001, the Company signed an asset purchase
with an individual doing business as Concrete Casting, a
sole proprietorship ("Concrete").
The Company issued 2,000,000 shares of its common stock to
acquire certain intangible assets of Concrete. Those
assets were all drawings, plans and concepts developed by
Concrete with respect to the design of replicas of
antiquities to be cast in concrete and marketed to the U.S.
landscaping market. All methods and techniques developed
by Concrete related to the casting of concrete for the
purpose of casting replicas of antiquities and any
proprietary right to the name Concrete Casting that
Concrete may have for such name. The shares that were
issued to purchase the assets were recorded at par value
($0.001) per share. Impairment of $2,000 was taken because
cash flows from future operations could not be determined.
F-17
CONCRETE CASTING INCORPORATED
(A Development Stage Company)
Notes to Financial Statements
December 31, 2002 and 2001
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 - NEWLY ISSUED ACCOUNTING PRONOUNCEMENTS
The Company adopted the provisions of FASB Statement
No.145, "Rescission of FASB Statements No. 4, 44, and 62,
Amendment of FASB Statement No. 13, and Technical
Corrections," FASB Statement No. 146, "Accounting for
Costs Associated with Exit or Disposal Activities," FIN 44,
"Accounting for Certain Transactions Involving Stock
Compensation (an interpretation of APB Opinion No. 25),"
and FASB Statement No. 147, "Acquisitions of Certain
Financial Institutions - an amendment of FASB Statements
No. 72 and 144 and FASB Interpretation No. 9." The effect
of these adopted provisions on the Company's financial
statements was not significant.
In December 2002, the FASB issued Statement No. 148,
"Accounting for Stock-Based Compensation - Transition and
Disclosure - an amendment of FASB Statement No. 123" (SFAS
148). SFAS 148 is effective for fiscal years beginning
after December 15, 2003. The Company is currently
reviewing SFAS 148.
F-18
CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS
We have had no changes in or disagreements with our accountants.
AVAILABLE INFORMATION
We have filed a registration statement on form SB-2 under the
Securities Act of 1933 with the Securities and Exchange Commission
with respect to the shares of our common stock offered through this
prospectus. This prospectus is filed as a part of that registration
statement and does not contain all of the information contained in
the registration statement and exhibits. Statements made in the
registration statement are summaries of the material terms of our
contracts, agreements or documents. We refer you to our registration
statement and each exhibit attached to it for a more complete
description of matters involving our company, and the statements we
have made in this prospectus are qualified in their entirety by
reference to these additional materials. You may inspect the
registration statement and exhibits and schedules filed with the
Securities and Exchange Commission at the Commission's principle
office in Washington, D.C. Copies of all or any part of the
registration statement may be obtained from the Public Reference
Section of the Securities and Exchange Commission, 450 Fifth Street,
N.W., Washington, D.C. 20549. Please call the Commission at 1-800-
SEC-0330 for further information on the operation of the public
reference room. The Securities and Exchange Commission also
maintains a web site at http://www.sec.gov that contains reports,
proxy statements and information regarding registrants that file
electronically with the Commission. Our registration statement and
the referenced exhibits can also be found on this site.
Until ______, all dealers that effect transactions in these
securities whether or not participating in this offering, may be
required to deliver a prospectus. This is in addition to the
dealer' obligation to deliver a prospectus when acting as
underwriters and with respect to their unsold allotments or
subscriptions.
28
PART II
INFORMATION NOT REQUIRED IN THE PROSPECTUS
ITEM 24. INDEMNIFICATION OF DIRECTORS AND OFFICERS
Our officers and directors are indemnified as provided by the Nevada
Revised Statutes and our bylaws.
Under the NRS, director immunity from liability to a company or its
shareholders for monetary liabilities applies automatically unless it
is specifically limited by a company's Articles of Incorporation.
This is not the case with our Articles of Incorporation. Excepted
from that immunity are: (a) a willful failure to deal fairly with the
company or its shareholders in connection with a matter in which the
director has a material conflict of interest; (b) a violation of
criminal law unless the director had reasonable cause to believe that
his or her conduct was lawful or no reasonable cause to believe that
his or her conduct was unlawful; (c) a transaction from which the
director derived an improper personal profit; and (d) willful
misconduct.
Our bylaws provide that we will indemnify our directors and officers
to the fullest extent not prohibited by Nevada law; provided,
however, that we may modify the extent of such indemnification by
individual contracts with our directors and officers; and, provided,
further, that we shall not be required to indemnify any director or
officer in connection with any proceeding, or part thereof, initiated
by such person unless such indemnification: (a) is expressly required
to be made by law, (b) the proceeding was authorized by our Board of
Directors, (c) is provided by us, in our sole discretion, pursuant to
the powers vested us under Nevada law or (d) is required to be made
pursuant to the bylaws.
Our bylaws provide that we will advance to any person who was or is a
party or is threatened to be made a party to any threatened, pending
or completed action, suit or proceeding, whether civil, criminal,
administrative or investigative, by reason of the fact that he is or
was a director or officer, of our company, or is or was serving at
the request of our company as a director or executive officer of
another company, partnership, joint venture, trust or other
enterprise, prior to the final disposition of the proceeding,
promptly following request therefor, all expenses incurred by any
director or officer in connection with such proceeding upon receipt
of an undertaking by or on behalf of such person to repay said
amounts if it should be determined ultimately that such person is not
entitled to be indemnified under our bylaws or otherwise.
Our bylaws provide that no advance shall be made by us to an officer
of our company in any action, suit or proceeding, whether civil,
criminal, administrative or investigative, if a determination is
reasonably and promptly made (a) by the Board of Directors by a
majority vote of a quorum consisting of directors who were not
parties to the proceeding, or (b) if such quorum is not obtainable,
or, even if obtainable, a quorum of disinterested directors so
directs, by independent legal counsel in a written opinion, that the
facts known to the decision-making party at the time such
determination is made demonstrate clearly and convincingly that such
person acted in bad faith or in a manner that such person did not
believe to be in or not opposed to the best interests of Concrete
Casting. An exception to this prohibition against advances applies
when the officer is or was a director of our company.
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ITEM 25. OTHER EXPENSES OF ISSUANCE AND DISTRIBUTION
The estimated costs of this offering are as follows:
Securities and Exchange Commission registration fee $ 108
Transfer Agent Fees $ 500
Accounting fees and expenses $ 2,500
Legal fees and expenses $ 15,000
Blue Sky fees and expenses $ 5,000
Miscellaneous $ 1,892
---------
Total $ 25,000
=========
- -----------------------------------------------------------------------------
All amounts are estimates other than the Commission's registration fee.
ITEM 26. RECENT SALES OF UNREGISTERED SECURITIES
On November 30, 2001, Concrete Casting entered into an asset purchase
with Cordell Henrie, our president, who was doing business as,
Concrete Casting, a sole proprietorship ("Concrete"). We issued
2,000,000 shares of our common stock to acquire certain intangible
assets of Concrete. The shares were recorded on the books of
Concrete Casting as being issued for par value of $0.001 per share
for total consideration of $2,000. Those assets were all drawings,
plans and concepts developed by Concrete with respect to the design
of replicas of antiquities to be cast in concrete and marketed to the
U.S. landscaping market. The transaction was an isolated transaction
by Concrete Casting not involving any public offering. and the
shares were issued pursuant to Section 4(2) of the Securities Act of
1933. There was no money raised and the procedures associated with
public offerings was not utilized. The 2,000,000 shares of common
stock are "restricted" shares, as defined in the Securities Act.
ITEM 27. EXHIBITS.
EXHIBIT
NUMBER DESCRIPTION
- ------- -----------
3.1 Articles of Incorporation (1)
3.2 By-Laws (1)
4.1 Share Certificate (1)
5.1 Opinion of Gary R. Henrie
with consent to use
10.1 Asset Purchase Agreement (1)
10.2 Subscription Agreement
16.1 Letter on change in certifying accountant
23.1 Consent of HJ & Associates, L.L.C. for use
of Audited Financial Statements
(1) Previously filed as an exhibit to the original filing of the Form SB-2 on
January 23, 2003.
30
ITEM 28. UNDERTAKINGS.
The undersigned registrant hereby undertakes:
1. To file, during any period in which offers or sales are being
made, a post-effective amendment to this registration statement:
- To include any prospectus required by Section 10(a)(3) of the
Securities Act of 1933;
- To reflect in the prospectus any facts or events arising
after the effective date of this registration statement, or
most recent post-effective amendment, which, individually or
in the aggregate, represent a fundamental change in the
information set forth in this registration statement; and
- To include any material information with respect to the plan
of distribution not previously disclosed in this registration
statement or any material change to such information in the
registration statement.
2. That, for the purpose of determining any liability under the
Securities Act, each such post-effective amendment shall be deemed
to be a new registration statement relating to the securities
offered herein, and the offering of such securities at that time
shall be deemed to be the initial bona fide offering thereof.
3. To remove from registration by means of a post-effective amendment
any of the securities being registered hereby which remain unsold
at the termination of the offering.
Insofar as indemnification for liabilities arising under the
Securities Act may be permitted to our directors, officers and
controlling persons pursuant to the provisions above, or otherwise,
we have been advised that in the opinion of the Securities and
Exchange Commission such indemnification is against public policy as
expressed in the Securities Act, and is, therefore, unenforceable.
In the event that a claim for indemnification against such
liabilities, other than the payment by us of expenses incurred or
paid by one of our directors, officers, or controlling persons in
the successful defense of any action, suit or proceeding, is
asserted by one of our directors, officers, or controlling person
sin connection with the securities being registered, we will, unless
in the opinion of its counsel the matter has been settled by
controlling precedent, submit to a court of appropriate jurisdiction
the question whether such indemnification is against public policy
as expressed in the Securities Act, and we will be governed by the
final adjudication of such issue.
31
SIGNATURES
In accordance with the requirements of the Securities Act of 1933,
the registrant certifies that it has reasonable grounds to believe
that it meets all of the requirements for filing on Form SB-2 and
authorized this registration statement to be signed on its behalf by
the undersigned, in the City of Logan, State of Utah on June 30, 2003.
CONCRETE CASTING CORP.
By: /s/ Cordell Henrie
-------------------------
Cordell Henrie, President
In accordance with the requirements of the Securities Act of 1933,
the following persons in the capacities and on the dates stated
signed this registration statement.
SIGNATURE CAPACITY IN WHICH SIGNED DATE
Principal Executive Officer
Principal Financial Officer
/s/ Cordell Henrie Principal Accounting Officer June 30, 2003
- ------------------------ Director
Cordell Henrie
/s/ Greg Stuart June 30, 2003
- ------------------------ Director
Greg Stuart
32