Attached files

file filename
EX-32 - 906 CERTIFICATION - DAKOTA PLAINS HOLDINGS, INC.ex32.htm
EX-31 - 302 CERTIFICATION OF DAVID C. MERRELL - DAKOTA PLAINS HOLDINGS, INC.ex311.htm
EX-31 - 302 CERTIFICATION OF LINDSEY HAILSTONE - DAKOTA PLAINS HOLDINGS, INC.ex312.htm

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

  

____________________

  

FORM 10-Q

____________________

    

[X] QUARTERLY REPORT UNDER SECTION 13 OR 15 (d) OF THE SECURITIES EXCHANGE ACT OF 1934

  

For the quarterly period ended September 30, 2009

  

[ ] TRANSITION REPORT UNDER SECTION 13 OR 15 (d) OF THE EXCHANGE ACT

  

For the transition period from ____________ to____________

  

Commission File No. 000-53390


MCT HOLDING CORPORATION

(Exact name of Registrant as specified in its charter)


Nevada

20-2543857

(State or Other Jurisdiction of

(I.R.S. Employer Identification No.)

incorporation or organization)

  


3884 East North Little Cottonwood Rd.

Salt Lake City, Utah 84092

(Address of Principal Executive Offices)


(801) 580-4555

(Registrant’s telephone number, including area code)


N/A

(Former name, former address and former fiscal year,

if changed since last report)


Indicate by check mark whether the Registrant has (1) filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 (the “Exchange Act”) during the preceding 12 months (or for such shorter period that the Registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes [X] No [  ]


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


Large accelerated filer [  ]      Accelerated filer [  ]       Non-accelerated filer [  ]      Smaller reporting company [X]


Indicate by check mark whether the Registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act).

Yes [  ] No [ X]



1





APPLICABLE ONLY TO ISSUERS INVOLVED IN BANKRUPTCY

PROCEEDINGS DURING THE PRECEDING FIVE YEARS


Indicate by check mark whether the Registrant has filed all documents and reports required to be filed by Sections 12, 13 or 15(d) of the Securities and Exchange Act of 1934 after the distribution of securities under a plan confirmed by a court.


Not applicable.


APPLICABLE ONLY TO CORPORATE ISSUERS


Indicate the number of shares outstanding of each of the Registrant’s classes of common stock, as of the latest practicable date:  November 9, 2009 - 640,200 shares of common stock.


PART I


Item 1.  Financial Statements


The Financial Statements of the Registrant required to be filed with this 10-Q Quarterly Report were prepared by management and commence below, together with related notes. In the opinion of management, the Financial Statements fairly present the financial condition of the Registrant.













MCT HOLDING CORPORATION


UNAUDITED CONDENSED


FINANCIAL STATEMENTS


SEPTEMBER 30, 2009


















2




MCT HOLDING CORPORATION






CONTENTS


PAGE


Unaudited Condensed Balance Sheets,

September 30, 2009 and December 31, 2008

4



Unaudited Condensed Statements of Operations,

for the three and nine months ended September 30, 2009

and 2008

5



Unaudited Condensed Statements of Cash Flows,

for the nine months ended September 30, 2009

and 2008

6



Notes to Unaudited Condensed Financial Statements

7 - 11



3




MCT HOLDING CORPORATION


CONDENSED BALANCE SHEETS


ASSETS

 

September 30,

 2009

(Unaudited)

 

December 31, 2008

CURRENT ASSETS:

 

 

 

 

 

     Cash

$

344

 

$

2,061

     Interest Receivable

 

-

 

 

2

     Federal Tax Receivable

 

25

 

 

25

     Prepaid Taxes

 

435

 

 

435

          Total Current Assets

 

804

 

 

2,523

 

 

 

 

 

 

PROPERTY AND EQUIPMENT, net of accumulated depreciation of $137,776 and $125,179, respectively

 


12,456

 

 


25,053

 

 

 

 

 

 

OTHER ASSETS:

 

 

 

 

 

     Goodwill

 

53,710

 

 

53,710

     Rent Deposit

 

1,000

 

 

1,000

             Total Other Assets

 

54,710

 

 

54,710

             Total Assets

$

67,970

 

$

82,286

 

 

 

 

 

 

LIABILITIES AND STOCKHOLDERS’ (DEFICIT)

 

 

 

 

 

 

CURRENT LIABILITIES:

 

 

 

 

 

     Accounts payable

$

58,533

 

 

36,194

     Accrued expenses

 

1,360

 

 

1,407

     Interest payable - related party

 

93,378

 

 

80,378

     Notes payable - related party

 

267,093

 

 

224,130

           Total Current Liabilities

 

420,364

 

 

342,109

 

 

 

 

 

 

STOCKHOLDERS’ (DEFICIT):

 

 

 

 

 

     Preferred stock, $.001 par value 10,000,000 shares authorized, no

      shares issued and outstanding

 


-

 

 


-

     Common Stock, $.001 par value, 100,000,000 shares authorized,

       640,200 shares issued and outstanding

 


641

 

 


641

     Capital in excess of par value

 

(21,122)

 

 

(21,122)

     Retained Deficit

 

(331,913)

 

 

(239,342)

           Total Stockholders’ (Deficit)

 

(352,394)

 

 

(259,823)

           Total Liabilities and Stockholders’ (Deficit)

$

67,970

 

$

82,286



The accompanying notes are an integral part of these unaudited financial statements.



4




MCT HOLDING CORPORATION


UNAUDITED CONDENSED STATEMENTS OF OPERATIONS



 

For the Three Months Ended September 30,

 

For the Nine Months Ended

September 30,

 

2009

 

2008

 

2009

 

2008

REVENUE

$

5,837

 

$

12,281

 

$

39,669

 

$

55,120

 

 

 

 

 

 

 

 

 

 

 

 

EXPENSES:

 

 

 

 

 

 

 

 

 

 

 

   General and Administrative

 

23,716

 

 

57,032

 

 

106,645

 

 

114,081

   Depreciation expense

 

2,793

 

 

4,902

 

 

12,597

 

 

14,721

   Total Expenses

 

26,509

 

 

61,934

 

 

119,242

 

 

128,802

INCOME (LOSS) FROM OPERATIONS

 


(20,672)

 

 


(49,653)

 

 


(79,573)

 

 


(73,682)

 

 

 

 

 

 

 

 

 

 

 

 

OTHER INCOME (EXPENSE):

 

 

 

 

 

 

 

 

 

 

 

   Interest income

 

-

 

 

9

 

 

2

 

 

35

   Interest expense

 

(4,627)

 

 

(3,585)

 

 

(13,000)

 

 

(10,182)

   Total Other Income (Expense)

 

(4,627)

 

 

(3,576)

 

 

(12,998)

 

 

(10,147)

 

 

 

 

 

 

 

 

 

 

 

 

LOSS BEFORE INCOME TAXES

 


(25,299)

 

 


(53,229)

 

 


(92,571)

 

 


(83,829)

 

 

 

 

 

 

 

 

 

 

 

 

CURRENT TAX EXPENSE

 

-

 

 

-

 

 

-

 

 

-

 

 

 

 

 

 

 

 

 

 

 

 

DEFERRED TAX EXPENSE

 

-

 

 

-

 

 

-

 

 

-

 

 

 

 

 

 

 

 

 

 

 

 

NET INCOME (LOSS)

$

(25,299)

 

$

(53,229)

 

$

(92,571)

 

$

(83,829)

 

 

 

 

 

 

 

 

 

 

 

 

NET (LOSS) PER COMMON SHARE


$


(0.04)

 


$


(0.08)

 


$


(0.14)

 


$


(0.13)







The accompanying notes are an integral part of these unaudited financial statements .



5




MCT HOLDING CORPORATION


UNAUDITED CONDENSED STATEMENTS OF CASH FLOWS


 

For the Nine Months Ended

September 30,

 

2009

2008

Cash Flows From Operating Activities:

 

 

 

 

   Net loss

$

(92,571)

$

(83,829)

   Adjustments to reconcile net loss to net cash

     Used by operating activities:

 

 

 

 

        Depreciation and amortization

 

12,597

 

14,720

        Changes in assets and liabilities:

 

 

 

 

            (Increase) Decrease in Federal Tax Receivable

 

-

 

(6)

            (Increase) Decrease in interest receivable

 

2

 

21

            Increase (Decrease) in accounts payable

 

22,339

 

27,571

            Increase (Decrease) in accrued interest-related party

 

13,000

 

10,182

            Increase (Decrease) in accrued expenses

 

(47)

 

(62)

                Net Cash Provided (Used) by Operating Activities

 

(44,680)

 

(31,403)

 

 

 

 

 

Cash Flows From Investing Activities:

 

 

 

 

   Payments to purchase property and equipment

 

-

 

(128)

 

 

 

 

 

                Net Cash Provided (Used) by Investing Activities

 

-

 

(128)

 

 

 

 

 

Cash Flows from Financing Activities:

 

 

 

 

   Payments on bank overdraft

 

-

 

(640)

   Proceeds from related party notes payable

 

42,963

 

33,083

                Net Cash Provided (Used) by Financing Activities

 

42,963

 

32,443

 

 

 

 

 

Net Increase (Decrease) in Cash

 

(1,717)

 

912

 

 

 

 

 

Cash at Beginning of Period

 

2,061

 

-

Cash at End of Period

$

344

$

912

 

 

 

 

 

Supplemental Disclosures of Cash Flow Information:

 

 

 

 

   Cash paid during the period for:

 

 

 

 

      Interest

$

-

$

-

      Income taxes

$

-

$

-


Supplemental Schedule of Non-cash Investing and Financing Activities:

For the period ended September 30, 2009:

None


For the period ended September 30, 2008:

None


The accompanying notes are an integral part of these unaudited financial statements.



6




MCT HOLDING CORPORATION


NOTES TO UNAUDITED CONDENSED FINANCIAL STATEMENTS


NOTE 1 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES


Organization - MCT Holding Corporation (“the Company”) was organized under the laws of the State of Nevada on November 10, 2004.  


Two Suns L.L.C., (“Two Suns”) a Utah Limited Liability Company was organized on July 15, 2002.  Two Suns operates a tanning salon in Salt Lake City, Utah.


On November 10, 2004, the Company entered into a merger transaction with Two Suns pursuant to a Plan of Merger signed November 8, 2004.  The Company issued 600,000 shares of common stock for 100% of the members’ equity of Two Suns.  Prior to the transaction, the Company had no operations.  The merger with Two Suns has been accounted for as a recapitalization of the Company.  The financial statements reflect the operations of Two Suns from July 15, 2002.


The Company has, at the present time, 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.


Condensed Financial Statements - The accompanying financial statements have been prepared by the Company without audit.  In the opinion of management, all adjustments (which include only normal recurring adjustments) necessary to present fairly the financial position, results of operations and cash flows at September 30, 2009 and 2008 and for the nine month periods then ended have been made.


Certain information and footnote disclosures normally included in financial statements prepared in accordance with accounting principles generally accepted in the United States of America have been condensed or omitted.  It is suggested that these condensed financial statements be read in conjunction with the financial statements and notes thereto included in the Company’s December 31, 2008 audited financial statements.  The results of operations for the periods ended September 30, 2009 and 2008 are not necessarily indicative of the operating results for the full year.


Revenue Recognition - The Company recognizes revenue upon delivery of the product or service.


Advertising Costs - Advertising costs, except for costs associated with direct-response advertising, are charged to operations when incurred.  The costs of direct-response advertising are capitalized and amortized over the period during which future benefits are expected to be received.  During the nine months ended September 30, 2009 and 2008, respectively, advertising costs amounted to $0 and $2,344.


Recently Enacted Accounting Standards – In June 2009 the FASB established the Accounting Standards Codification (“Codification” or “ASC”) as the source of authoritative accounting principles recognized by the FASB to be applied by nongovernmental entities in the preparation of financial statements in accordance with generally accepted accounting principles in the United States (“GAAP”).  Rules and interpretive releases of the Securities and Exchange Commission (“SEC”) issued under authority of federal securities laws are also sources of GAAP for SEC registrants.  Existing GAAP was not intended to be changed as a result of the Codification, and accordingly the change did not impact our financial statements.  The ASC does change the way the guidance is organized and presented.






7




MCT HOLDING CORPORATION


NOTES TO UNAUDITED CONDENSED FINANCIAL STATEMENTS



NOTE 1 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES [Continued]


Statement of Financial Accounting Standards (“SFAS”) SFAS No. 165 (ASC Topic 855), “Subsequent Events”, SFAS No. 166 (ASC Topic 810), “Accounting for Transfers of Financial Assets—an Amendment of FASB Statement No. 140”, SFAS No. 167 (ASC Topic 810), “Amendments to FASB Interpretation No. 46(R)”, and SFAS No. 168 (ASC Topic 105), “The FASB Accounting Standards Codification and the Hierarchy of Generally Accepted Accounting Principles—a replacement of FASB Statement No. 162” were recently issued.  SFAS No. 165, 166, 167, and 168 have no current applicability to the Company or their effect on the financial statements would not have been significant.


Accounting Standards Update (“ASU”) ASU No. 2009-05 (ASC Topic 820), which amends Fair Value Measurements and Disclosures – Overall, ASU No. 2009-13 (ASC Topic 605), Multiple-Deliverable Revenue Arrangements,  ASU No. 2009-14 (ASC Topic 985), Certain Revenue Arrangements that include Software Elements, and various other ASU’s No. 2009-2 through ASU No. 2009-15 which contain technical corrections to existing guidance or affect guidance to specialized industries or entities were recently issued.  These updates have no current applicability to the Company or their effect on the financial statements would not have been significant.


NOTE 2 - CAPITAL STOCK


Preferred Stock – The Company has authorized 10,000,000 shares of preferred stock, $.001 par value, with such rights, preferences and designations and to be issued in such series as determined by the Board of Directors.  No shares are issued and outstanding at September 30, 2009 and December 31, 2008.


Common Stock – The Company has authorized 100,000,000 shares of common stock, $.001 par value.  In November 2004, in connection with its merger with Two Suns, the Company issued 600,000 shares of its previously authorized but unissued common stock.  The shares were issued for 100% of the members’ interest of Two Suns.  


During 2006 the Company issued, through a private placement, 28,200 shares for cash of $47,000 or $1.67 per share.


During 2007 the Company issued, through a private placement, 12,000 shares for cash of $20,000 or $1.67 per share.  


During 2008 the Company effected a three for one forward stock split making the total number of outstanding shares 640,200, at December 31, 2008. The financial statements have been restated for all periods presented, to reflect the stock split. The Company has 640,200 shares outstanding at September 30, 2009 and December 31, 2008.




8




MCT HOLDING CORPORATION


NOTES TO UNAUDITED CONDENSED FINANCIAL STATEMENTS



NOTE 3 - RELATED PARTY TRANSACTIONS


Management Compensation - The Company did not pay any compensation to its officers and directors during the periods ended September 30, 2009 and 2008.


Notes Payable- The Company has issued several Promissory notes to officers, directors and shareholders of the Company or entities related to them.  The notes are unsecured, bear an interest rate of 7% per annum and are due and payable on demand.  At September 30, 2009, the accrued interest associated with the various notes was $93,378 and $80,378 at December 31, 2008.


The Company has the following related party note payable obligations:


 

September 30, 2009

 

December 31, 2008

Related Party notes payable due on

demand accruing interest at 7% per

annum



$



267,093

 



$



224,130

     Total

$

267,093

 

$

224,130


NOTE 4 - INCOME TAXES


The Company accounts for income taxes in accordance with ASC Topic No. 740 “Income Taxes.” This standard requires the Company to provide a net deferred tax asset or liability equal to the expected future tax benefit or expense of temporary reporting differences between book and tax accounting and any available operating loss or tax credit carryforwards.

Deferred tax assets are comprised of the following:


 

 

September 30

 

December 31

 

 

 

2009

 

 2008

 

 

 

 

 

 

 

Deferred tax assets:

 

 

 

 

 

Depreciable assets

 

$          ( 225)

 

$     (1,847)

 

Net operating loss carryforward

 

38,834

 

29,064

 

Accounts Payable and  accrued expenses

 

29,505

 

22,708

 

Chartable Contribution Carryover

 

5

 

5

 

Less valuation allowance

 

(68,119)

 

(49,930)

 

 

 

 

 

 

 

 

 

$                0

 

$              0

 

 

 

 

 

 

 

Recorded as follows:

 

 

 

 

 

     Current asset

 

$                0

 

$               0

 

     Other liability

 

0

 

0

 

 

 

 

 

 

 

 

 

$                0

 

$               0

 






9




MCT HOLDING CORPORATION


NOTES TO UNAUDITED CONDENSED FINANCIAL STATEMENTS


NOTE 4 - INCOME TAXES [ Continued]


The Company has available at September 30, 2009, operating loss carryforwards of approximately $202,000, which may be applied against future taxable income and which expire in various years through 2029.


The amount and ultimate realization of the benefits from the deferred tax assets for income tax purposes is dependent, in part, upon the tax laws in effect, the Company’s future earnings, and other future events, the effects of which cannot be determined.  At September 30, 2009, the Company has recorded a valuation allowance of approximately $68,100 to fully offset the deferred tax asset. The change in the valuation allowance for the period ended September 30, 2009 is approximately $18,200.


The reconciliation of the provision (benefit) for income taxes computed at the U.S. federal statutory tax rate to the Company’s effective tax rate for the period ended September 30, 2009 and 2008 is as follows:


 

 

September

 

 

2009

 

 2008

 

 

 

 

 

Federal provision (benefit) at statutory rate

 

15.00%

 

15.00%

State income tax net of federal tax benefit

 

4.25

 

4.25

Other

 

0.40

 

0.59 

Change in valuation allowance

 

(19.65)

 

(19.84)

 

 

 

 

 

     Effective tax rate

 

0.00%

 

0.00%

 

 

 

 

 


The Company has no tax positions at September 30, 2009 and 2008 for which the ultimate deductibility is highly certain but for which there is uncertainty about the timing of such deductibility.


The Company recognizes interest accrued related to unrecognized tax benefits in interest expense and penalties in operating expenses.  During the period ended September 30, 2009 and 2008, the Company recognized no interest and penalties.  The Company had no accruals for interest and penalties at September 30, 2009 and 2008.


NOTE 5 - GOING CONCERN


The accompanying financial statements have been prepared in conformity with accounting principles generally accepted in the United States of America, which contemplate continuation of the Company as a going concern.  However, the Company has current liabilities in excess of current assets and has not yet been successful in establishing profitable operations.  These factors raise substantial doubt about the ability of the Company to continue





10




MCT HOLDING CORPORATION


NOTES TO UNAUDITED CONDENSED FINANCIAL STATEMENTS


NOTE 5 – GOING CONCERN[ Continued]


as a going concern.  In this regard, management is proposing to raise any necessary additional funds not provided by operations through loans or through additional sales of its common stock.  There is no assurance that the Company will be successful in raising this additional capital or in achieving profitable operations.  The financial statements do not include any adjustments that might result from the outcome of these uncertainties.


NOTE 6 – OPERATING LEASE


Rental Agreement - The Company entered into an office lease for 1,614 square feet that expires July 31, 2012.  The lease provides for a five year renewal option.  Rent expense for the nine months ended September 30, 2009 and 2008 was $12,105 and $12,105, respectively.  Monthly lease payments are as follows: 1-36 months $1,345, 37-48 months $1,399, 49-60 months $1,455.


The future minimum lease payments are as follows:



Years Ended December 31:

2009

$    4,035

2010

    16,409

2011

    17,065

2012                                                                            10,183

________

                                                                Total                                                                     $   47,692


NOTE 7 - LOSS PER SHARE


The following data shows the amounts used in computing loss per share:


 

 

For the Three Months Ended

 

For the Nine Months Ended

 

 

September 30,

 

September 30,

 

 

2009

 

2008

 

2009

 

2008

 

 

 

 

 

 

 

 

 

Loss from continuing operations available to common stockholders

 

 

 

 

 

 

 

 

(numerator)

 

 $    (25,299)

 

$     (53,229)

 

$     (92,571)

 

$     (83,829)

 

 

 

 

 

 

 

 

 

Weighted average number of common

 

 

 

 

 

 

 

 

shares outstanding used in loss per

 

 

 

 

 

 

 

 

share for the period (denominator)

 

640,200

 

640,200

 

640,200

 

640,200


Dilutive loss per share was not presented, as the Company had no common stock equivalent shares for all periods presented that would affect the computation of diluted loss per share.


NOTE 8 – SUBSEQUENT EVENTS


The Company has evaluated subsequent events from the balance sheet date through November 9, 2009, and determined there were no events to disclose.




11




Item 2.  Management’s Discussion and Analysis of Financial Condition and Results of Operations.


Forward-looking Statements


Statements made in this Quarterly Report which are not purely historical are forward-looking statements with respect to the goals, plan objectives, intentions, expectations, financial condition, results of operations, future performance and our business, including, without limitation, (i) our ability to raise capital, and (ii) statements preceded by, followed by or that include the words “may,” “would,” “could,” “should,” “expects,” “projects,” “anticipates,” “believes,” “estimates,” “plans,” “intends,” “targets” or similar expressions.


Forward-looking statements involve inherent risks and uncertainties, and important factors (many of which are beyond our control) that could cause actual results to differ materially from those set forth in the forward-looking statements, including the following, general economic or industry conditions, nationally and/or in the communities in which we may conduct business, changes in the interest rate environment, legislation or regulatory requirements, conditions of the securities markets, our ability to raise capital, changes in accounting principles, policies or guidelines, financial or political instability, acts of war or terrorism, other economic, competitive, governmental, regulatory and technical factors affecting our current or potential business and related matters.


Accordingly, results actually achieved may differ materially from expected results in these statements.  Forward-looking statements speak only as of the date they are made.  We do not undertake, and specifically disclaim, any obligation to update any forward-looking statements to reflect events or circumstances occurring after the date of such statements.


Plan of Operation


We own and operate Malibu Club Tan (“Malibu”), a single indoor tanning salon business located in Sandy, Utah, which offers a full range of indoor tanning products and services to customers.  The revenue from this single salon accounts for 100% of our total revenues.


Malibu is located at 8675 South Highland Drive, Sandy, Utah, 84093; the address of our principal executive offices is 3884 East North Little Cottonwood Road, Salt Lake City, Utah, 84092, and our telephone number at that address is (801) 580-4555.  Malibu is a 1,600 square foot tanning facility.  There is a front lobby, a laundry room, a single restroom, a storage room and 12 rooms used for tanning.  Approximately 65% of the 1,600 square foot facility is actual tanning space.  We intend to continue these operations during the next 12 months and thereafter, and believe we have adequate capital for these purposes.


Results of Operations


Three Months Ended September 30, 2009, Compared to Three Months Ended September 30, 2008.


We had $5,837 in revenue in the three months ended September 30, 2009, compared to $12,281 in revenue in the three months ended September 30, 2008.  We had decreased revenues due to increased competition, and changes in the economy.  General and administrative expenses were $23,716 for the September 30, 2009, period compared to $57,032 for the September 30, 2008, period.  The decrease in general and administrative expenses for the three months ended September 30, 2009, was comprised mainly of accounting and legal fees.  We had $2,793 in depreciation expense in the three months ended September 30, 2009, compared to $4,902 in the September 30, 2008, period.  We had total other income and expense of ($4,627) in the 2009 period compared to ($3,576) in the 2008 period.  We had a net loss of ($25,299) for the September 30, 2009, period compared to a net loss of ($53,229) for the September 30, 2008, period.


Nine Months Ended September 30, 2009, Compared to Nine Months Ended September 30, 2008.


We had $39,669 in revenue in the nine months ended September 30, 2009, compared to $55,120 in revenue in the nine months ended September 30, 2008.  Again, we had decreased revenues due to increased competition and changes in the economy.  General and administrative expenses were $106,645 for the September 30, 2009, period compared to $114,081 for the September 30, 2008 period.  The decrease in general and administrative expenses for the nine months ended September 30, 2009, was comprised mainly of accounting and legal fees.  We had $12,597 in depreciation expense in the nine months ended September 30, 2009, compared to $14,721 in the September 30, 2008 period.  We had total other income and expense of ($12,998) in the 2009 period compared to ($10,147) in the 2008 period.  We had a net loss of ($92,571) for the September 30, 2009 period compared to a net loss of ($83,829) for the September 30, 2008 period.



12




Liquidity


We have limited cash or cash equivalents on hand.  As of September 30, 2009, we had $344 in cash. If additional funds are required, such funds may be advanced by management or stockholders as loans to us.  During the nine months ended September 30, 2009, expenses were paid by a principal stockholder in the amount of $42,963. The aggregate amount of $267,093 is outstanding as of September 30, 2009, is unsecured, bears interest at 7% per annum and is due on demand.


Critical Accounting Policies


In accordance with FASC Topic No. 350, “Goodwill and Other Intangible Assets,” we review our goodwill assets for impairment at least annually, around the time of our annual audit.  If the fair value of our reporting unit exceeds the carrying value of our reporting unit then no impairment to goodwill is recorded. We determined that our fair value exceeded the carrying value of our goodwill and no impairment was recorded for the year ended December 31, 2008.  As our common stock had no public trading market, and there were no quotations for our common stock at the time we performed our 2008 test, we used a market approach wherein a multiple of revenues was used to value our sole operating unit.  We looked at similar sized private companies in the same line of business that were listed for sale to estimate the multiple used.


Item 3.  Quantitative and Qualitative Disclosures About Market Risk.


Not required.


Item 4T.  Controls and Procedures.


Evaluation of Disclosure Controls and Procedures


Our management, with the participation of our chief executive officer and chief financial officer, evaluated the effectiveness of our disclosure controls and procedures as defined in Rule 13a-15(e) under the Exchange Act as of the end of the period covered by this Quarterly Report on Form 10-Q.  In designing and evaluating the disclosure controls and procedures, our management recognized that any controls and procedures, no matter how well designed and operated, can provide only reasonable assurance of achieving the desired control objectives.  In addition, the design of disclosure controls and procedures must reflect the fact that there are resource constraints and that management is required to apply its judgment in evaluating the benefits of possible controls and procedures relative to their costs.  The design of any disclosure controls and procedures also is based in part upon certain assumptions about the likelihood of future events and there can be no assurance that any design will succeed in achieving its stated goals under all potential future conditions.


Based on that evaluation, our chief executive officer and chief financial officer concluded that, as of September 30, 2009, our disclosure controls and procedures were, subject to the limitations noted above, effective to provide reasonable assurance that information we are required to disclose in reports that we file or submit under the Exchange Act is recorded, processed, summarized and reported within the time periods specified in Securities and Exchange Commission rules, regulations and forms, and that such information is accumulated and communicated to our management, including our chief executive officer and chief financial officer, as appropriate, to allow timely decisions regarding required disclosure.


Changes in Internal Control over Financial Reporting


Our management, with the participation of the chief executive officer and chief financial officer, has concluded there were no significant changes in our internal controls over financial reporting that occurred during our last quarter that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.

 

PART II - OTHER INFORMATION

  

Item 1. Legal Proceedings.


None; not applicable.

  



13




Item 1A.  Risk Factors.


Not required.


Item 2. Unregistered Sales of Equity Securities and Use of Proceeds.

  

None; not applicable.

  

Item 3. Defaults Upon Senior Securities.

  

None; not applicable.

  

Item 4. Submission of Matters to a Vote of Security Holders.

  

None; not applicable.

  

Item 5. Other Information.

  

None; not applicable.   


Item 6. Exhibits.


Exhibit No.                          Identification of Exhibit


31.1

  

31.2


32

Certification Pursuant to Section 302 of the Sarbanes-Oxley Act provided by David C. Merrell, President, and Director.

Certification Pursuant to Section 302 of the Sarbanes-Oxley Act provided by Lindsey Hailstone, Secretary, Treasurer and director

Certification Pursuant to 18 U.S.C. Section 1350, as Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 provided by David C. Merrell, President and director and Lindsey Hailstone, Secretary, Treasurer and director


SIGNATURES


Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized

  

MCT HOLDING CORPORATION


Date:

November 10, 2009

 

By:

/s/David C. Merrell

 

 

 

 

President, and Director

 

 

 

 

 

Date:

November 10, 2009

 

By:

/s/Lindsey Hailstone

 

 

 

 

Secretary, Treasurer and Director




14