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EX-32 - EX 32.1 SECTION 906 CERTIFICATION - Wize Pharma, Inc.denali10q033111ex321.htm
EX-31 - EX 31.1 SECTION 302 CERTIFICATION - Wize Pharma, Inc.denali10q033111ex311.htm

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549


FORM 10-Q

(Mark One)


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


For the quarterly period ended March 31, 2011

or


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


For the transition period from _______________________  to  ___________________________


Commission File Number:  000-52545


DENALI CONCRETE MANAGEMENT, INC.

 (Exact name of registrant as specified in its charter)


Nevada

88-0445167

(State or other jurisdiction of incorporation or organization)

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

 

 

123 West Nye Lane, Ste 129

Carson City, NV  89706

89706

(Address of principal executive offices)

(Zip Code)


805-235-0139

(Registrant’s telephone number, including area code)


 (Former name, former address and former fiscal year, if changed since last report)


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


Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files). Yes      . No  X .


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 the definitions of “large accelerated filer,” “accelerated filer” and “smaller reporting company” in Rule 12b-2 of the Exchange Act.


Large accelerated filer

      .

Accelerated filer

      .

Non-accelerated filer

      . (Do not check if a smaller reporting company)

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  X . No      .


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 Exchange Act of 1934 subsequent to the distribution of securities under a plan confirmed by a court. Yes      . No      .


APPLICABLE ONLY TO CORPORATE ISSUERS:


Indicate the number of shares outstanding of each of the issuer’s classes of common stock, as of May 5, 2011:  11,370,430






PART I - FINANCIAL INFORMATION


ITEM 1.  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 March 31, 2011 and 2010 and for the 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, 2010 audited financial statements.  The results of operations for the periods ended March 31, 2011 and 2010 are not necessarily indicative of the operating results for the full year.



2





Denali Concrete Management, Inc.

Condensed Balance Sheet

March 31, 2011 and December 31, 2010


ASSETS

 

 

 

 

March 31, 2011

 

December 31, 2010

 

 

 

 

 

 

 

unaudited

 

audited

Current assets

 

 

 

 

 

 

 

 

Cash

 

 

 

 

$

0

$

0

 

Accounts receivable-trade

 

 

 

 

 

0

 

Other current assets

 

 

 

0

 

0

 

 

Total current assets

 

 

 

0

 

0

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Total assets

 

 

$

0

$

0

 

 

 

 

 

 

 

 

 

 

 

LIABILITIES AND STOCKHOLDER'S EQUITY

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Current liabilities

 

 

 

 

 

 

 

 

Accounts payable

 

 

 

$

11,518

$

12,238

 

Notes payable

 

 

 

 

71,059

 

64,680

 

Accrued legal fees payable

 

 

 

1,480

 

3,379

 

Accrued interest

 

 

 

 

28,234

 

26,891

 

 

Total current liabilities

 

 

 

112,291

 

107,188

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Total liabilities

 

 

 

112,291

 

107,188

 

 

 

 

 

 

 

 

 

 

 

Stockholder's equity

 

 

 

 

 

 

 

 

Preferred stock 1,000,000 shares authorized,

 

 

 

 

 

 

0 outstanding

 

 

 

 

 

 

 

 

Common stock 50,000,000 shares authorized,

 

 

 

 

 

 

par value $.001 11,370,430 shares outstanding

 

11,370

 

11,370

 

Paid in capital

 

 

 

 

127,535

 

127,535

 

Retained earnings

 

 

 

 

(251,196)

 

(246,093)

 

 

Total shareholder's equity

 

 

 

(112,291)

 

(107,188)

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Total liabilities and shareholder's equity

$

0

$

0


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










3





Denali Concrete Management, Inc.

Condensed Statement of Operation

For the three months ending March 31, 2011 and 2010


 

 

 

 

 

2011

 

2010

Revenue

 

 

 

$

0

$

0

 

 

 

 

 

 

 

 

 

 

Cost of revenue

 

 

 

0

 

0

 

 

 

 

 

 

 

 

 

 

Gross profit

 

 

 

 

0

 

0

 

 

 

 

 

 

 

 

 

 

Expenses

 

 

 

 

 

 

 

 

Other costs

 

 

 

205

 

193

 

Legal and accounting

 

 

3,555

 

2,560

 

 

Total expenses

 

 

3,760

 

2,753

 

Net income (loss) from operations

 

(3,760)

 

(2,753)

Other income and (expense)

 

 

 

 

 

 

Interest expense

 

 

 

(1,343)

 

(1,627)

 

 

 

 

 

 

 

 

 

 

Net income (loss)

 

 

 

(5,103)

 

(4,380)

 

 

 

 

 

 

 

 

 

 

Net loss per common share

 

$

(0.01)

$

$0.01

 

 

 

 

 

 

 

 

 

 

Weighted average of shares outstanding

 

11,370,430

 

11,370,430


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























4





Denali Concrete Management, Inc.

Condensed Statement of Cash Flows - Indirect method

For the three months ended March 31, 2010 and 2009


 

 

 

2011

 

2010

CASH FLOWS FROM OPERATING ACTIVITIES

 

 

 

 

 

 

Net (loss)

 

 

 

 

$

(5,103)

$

(4,380)

 

Adjustments to reconcile net income

 

 

 

 

 

 

 

 

to net cash provided by operating activities

 

 

 

 

 

 

 

Increase in deposit liability

 

 

 

 

 

 

 

 

Increase (Decrease) in accounting fees payable

 

 

 

 

0

 

 

(Increase) Decrease in accounts receivable

 

 

0

 

0

 

 

(Increase) Decrease in deposits

 

 

 

 

 

0

 

 

Increase (Decrease) in accounts payable

 

 

(720)

 

(2,807)

 

 

Increase in legal fees payable

 

 

 

(1,899)

 

280

 

 

Increase in accrued interest payable

 

 

 

1,343

 

1,627

 

 

Rounding

 

 

 

 

 

0

 

0

NET CASH PROVIDED BY OPERATING ACTIVITIES

 

(6,379)

 

(5,280)

 

 

 

 

 

 

 

 

 

 

 

 

INVESTING ACTIVITIES

 

 

 

 

 

 

 

 

 

Purchase of assets

 

 

 

 

0

 

0

 

 

 

 

 

 

 

 

 

 

 

 

FINANCING ACTIVITIES

 

 

 

 

 

 

 

 

 

Sale of stock

 

 

 

 

 

0

 

 

 

 

Short term borrowings related parties

 

 

6,379

 

5,280

NET CASH REALIZED FROM FINANCING ACTIVITIES

 

6,379

 

5,280

 

 

 

 

 

 

 

 

 

 

 

 

INCREASE IN CASH AND CASH EQUIVALENTS

 

 

0

 

0

CASH AND CASH EQUIVALENTS AT BEGINNING

 

0

 

0

CASH AND CASH EQUIVALENTS AT ENDING

 

$

0

$

0


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



5





Denali Concrete Management, Inc.

Footnotes to the Condensed Financial Statements

March 31, 2011 and 2010


1. Organization and basis of presentation


Basis of presentation


The accompanying interim condensed financial statements are unaudited, but in the opinion of management of Denali, Inc. (the Company), contain all adjustments, which include normal recurring adjustments, necessary to present fairly the financial position at March 31, 2011, the results of operations for the three months ended March 31, 2011 and 2010, and cash flows for the three months ended March 31, 2011 and 2010.  The balance sheet as of December 31, 2010 is derived from the Company’s audited financial statements.


Certain information and footnote disclosures normally included in financial statements that have been prepared in accordance with generally accepted accounting principles have been condensed or omitted pursuant to the rules and regulations of the Securities and Exchange Commission, although management of the Company believes that the disclosures contained in these financial statements are adequate to make the information presented therein not misleading. For further information, refer to the financial statements and the notes thereto included in the Company’s Annual Report on Form 10-K for the fiscal year ended December 31, 2010, as filed with the Securities and Exchange Commission.


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, disclosure of contingent assets and liabilities at the date of the financial statements, and the reported amounts of revenues and expense during the reporting period. Actual results could differ from those estimates.


The results of operations for the three months ended March 31, 2011 are not necessarily indicative of the results of operations to be expected for the full fiscal year ending December 31, 2011.


Description of business


The Company was incorporated under the laws of the State of Nevada on September 20, 1997. The Company for the past several years has had no activity.  Denali, Inc (the “Company) is a shell entity that is in the market for a merger with an appropriate company.


Net loss per share


Basic earnings per share is computed by dividing net income available to common stockholders by the weighted average number of common shares outstanding during the period.  



6





Denali Concrete Management, Inc.

Footnotes to the Condensed Financial Statements

March 31, 2011 and 2010


2. New accounting pronouncements


The following accounting pronouncements if implemented would have no effect on the financial statements of the Company.


In January 2010, the Financial Accounting Standards Board ("FASB") issued an accounting standard update, Fair Value Measurements and Disclosures (Topic 820), Improving Disclosures about Fair Value Measurements. The Update would affect all entities that are required to make disclosures about recurring and nonrecurring fair value measurements. The Board concluded that users will benefit from improved disclosures in this Update and that the benefits of the increased transparency in financial reporting will outweigh the costs of complying with the new requirements. The new disclosures and clarifications of existing disclosures are effective for interim and annual reporting periods beginning after December 15, 2009, except for the disclosures about purchases, sales, issuances, and settlements in the roll forward of activity in Level 3 fair value measurements. Those disclosures are effective for fiscal years beginning after December 30, 2010, and for interim periods within those fiscal years. We are currently evaluating the impact this update will have on our financial statements.


In January 2010, the Financial Accounting Standards Board ("FASB") issued an accounting standard update to address implementation issues related to the changes in ownership provisions in the Consolidation-Overall Subtopic (Subtopic 810-10) of the FASB Accounting Standards Codification?, originally issued as FASB Statement No. 160, Noncontrolling Interests in Consolidated Financial Statements. Subtopic 810-10 establishes the accounting and reporting guidance for noncontrolling interests and changes in ownership interests of a subsidiary. An entity is required to deconsolidate a subsidiary when the entity ceases to have a controlling financial interest in the subsidiary. Upon deconsolidation of a subsidiary, an entity recognizes a gain or loss on the transaction and measures any retained investment in the subsidiary at fair value. The gain or loss includes any gain or loss associated with the difference between the fair value of the retained investment in the subsidiary and its carrying amount at the date the subsidiary is deconsolidated. In contrast, an entity is required to account for a decrease in its ownership interest of a subsidiary that does not result in a change of control of the subsidiary as an equity transaction.


In December 2009, the Financial Accounting Standards Board ("FASB") issued an accounting standard update for improvements to financial reporting by enterprises involved with Variable Interest Entities. The subsections clarify the application of the General Subsections to certain legal entities in which equity investors do not have the characteristics of a controlling financial interest or do not have sufficient equity at risk for the legal entity to finance its activities without additional subordinated financial support [FIN 46(R), paragraph 1, sequence 55.1] or, as a group, the holders of the equity investment at risk lack any one of the following three characteristics: [FIN 46(R), paragraph 1, sequence 55.2:


a. The power, through voting rights or similar rights, to direct the activities of a legal entity that most significantly impact the entity's economic performance [FIN 46(R), paragraph 1, sequence 55.2.1];


b. The obligation to absorb the expected losses of the legal entity [FIN 46(R), paragraph 1, sequence 55.2.2];


c. The right to receive the expected residual returns of the legal entity. [FIN 46(R), paragraph 1, sequence 55.2.3].



7





Denali Concrete Management, Inc.

Footnotes to the Condensed Financial Statements

March 31, 2011 and 2010


The amendments in this update to the Accounting Standards Codification are the result of FASB Statement No. 167, Amendments to FASB Interpretation No. 46(R). The adoption of this update to improving the financial reporting by enterprises involved with Variable Interest Entities, as codified in ASC 810, did not have any impact on the Company's financial statements.


In December 2009, the Financial Accounting Standards Board ("FASB") issued an accounting standard update, Transfers and Servicing (Topic 860) Accounting for Transfers of Financial Assets. The amendments in this update to the Accounting Standards Codification are the result of FASB Statement No. 166, Accounting for Transfers of Financial Assets. The adoption of this update did not have any impact on the Company's financial statements.


The FASB has issued FASB Accounting Standards Update (ASU) No. 2010-22, Accounting for Various Topics. ASU 2010-22 amends various SEC paragraphs in the FASB Accounting Standards CodificationTM (Codification) based on external comments received and the issuance of Staff Accounting Bulletin (SAB) No. 112 , which amends or rescinds portions of certain SAB topics. Specifically, SAB 112 was issued to bring existing SEC guidance into conformity with: Codification Topic 805, Business Combinations (originally issued as FASB Statement No. 141 (Revised December 2007), Business Combinations); and Codification Topic 810, Consolidation (originally issued as FASB Statement No. 160, Noncontrolling Interests in Consolidated Financial Statements).


3. Related party transaction


Various founders of the Company have performed consulting services for which the Company has paid them consulting fees as voted on during the initial board of directors meeting. There were no monies paid during the three months ended March 31, 2010 and 2009.


The Company borrowed $6,379 and $5,280 from various related parties and shareholders of the Company for working capital purposes as of March 31, 2011 and 2010 respectively.


4. Going concern


The accompanying financial statements have been prepared on a going concern basis, which contemplates the realization of assets and the settlement of liabilities and commitments in the normal course of business.  As reflected in the accompanying financial statements, the company has a net loss of $5,103, a negative working capital deficiency of $112,291 and a stockholders’ deficiency of $251,196.  These factors raise substantial doubt about its ability to continue as a going concern.  The ability to the Company to continue as a going concern is dependent on the company’s ability to raise additional funds and implement its business plan.  The financial statements do not include any adjustments that might be necessary if the company is unable to continue as a going concern.


 



8





ITEM 2.  PLAN OF OPERATIONS


MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION OR PLAN OF OPERATION


FORWARD-LOOKING STATEMENT NOTICE


This Form 10-Q contains certain forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995.  For this purpose any statements contained in this Form 10-Q that are not statements of historical fact may be deemed to be forward-looking statements.  Without limiting the foregoing, words such as “may,” “will,” “expect,” “believe,” “anticipate,” “estimate” or “continue” or comparable terminology are intended to identify forward-looking statements.  These statements by their nature involve substantial risks and uncertainties, and actual results may differ materially depending on a variety of factors, many of which are not within our control.  These factors include but are not limited to economic conditions generally and in the industries in which we may participate; competition within our chosen industry, including competition from much larger competitors; technological advances and failure to successfully develop business relationships.


Description of Business.


Denali Concrete Management, Inc. was originally incorporated in the State of Nevada on December 10, 1999 under the name Bridge Capital.com, Inc.  Bridge Capital.com, Inc. was a nominally capitalized corporation which did not commence its operations until it changed its name to Denali Concrete Management in March 2001.  We were a concrete placement company specializing in providing concrete improvements in the road construction industry.  Denali operated primarily in Anchorage, Alaska placing curb & gutter, sidewalks and retaining walls for state, municipal and military projects.


The Company encountered numerous problems and ceased its operations   The Company has now focused its efforts on seeking a business opportunity.  The Company will attempt to locate and negotiate with a business entity for the merger of that target company into the Company. In certain instances, a target company may wish to become a subsidiary of the Company or may wish to contribute assets to the Company rather than merge. No assurances can be given that the Company will be successful in locating or negotiating with any target company. The Company will provide a method for a foreign or domestic private company to become a reporting (“public”) company whose securities are qualified for trading in the United States secondary market.


The Company intends to seek, investigate, and if warranted, acquire an interest in a business opportunity.  We are not restricting our search to any particular industry or geographical area.  We may therefore engage in essentially any business in any industry.  Our management has unrestricted discretion in seeking and participating in a business opportunity, subject to the availability of such opportunities, economic conditions and other factors.


The selection of a business opportunity in which to participate is complex and extremely risky and will be made by management in the exercise of its business judgment.  There is no assurance that we will be able to identify and acquire any business opportunity which will ultimately prove to be beneficial to our company and shareholders.


Because we have no specific business plan or expertise, our activities are subject to several significant risks.  In particular, any business acquisition or participation we pursue will likely be based on the decision of management without the consent, vote, or approval of our shareholders.


Sources of Opportunities


We anticipate that business opportunities may arise from various sources, including officers and directors, professional advisers, securities broker-dealers, venture capitalists, members of the financial community, and others who may present unsolicited proposals.


We will seek potential business opportunities from all known sources, but will rely principally on the personal contacts of our officers and directors as well as indirect associations between them and other business and professional people.  Although we do not anticipate engaging professional firms specializing in business acquisitions or reorganizations, we may retain such firms if management deems it in our best interests.  In some instances, we may publish notices or advertisements seeking a potential business opportunity in financial or trade publications.



9





Criteria


We will not restrict our search to any particular business, industry or geographical location.  We may acquire a business opportunity in any stage of development.  This includes opportunities involving “start up” or new companies.  In seeking a business venture, management will base their decisions on the business objective of seeking long-term capital appreciation in the real value of our company.  We will not be controlled by an attempt to take advantage of an anticipated or perceived appeal of a specific industry, management group, or product.


In analyzing prospective business opportunities, management will consider the following factors:


·

available technical, financial and managerial resources;

·

working capital and other financial requirements;

·

the history of operations, if any;

·

prospects for the future;

·

the nature of present and expected competition;

·

the quality and experience of management services which may be available and the depth of the management;

·

the potential for further research, development or exploration;

·

the potential for growth and expansion;

·

the potential for profit;

·

the perceived public recognition or acceptance of products, services, trade or service marks, name identification; and other relevant factors.


Generally, our management will analyze all available factors and make a determination based upon a composite of available facts, without relying on any single factor.


Methods of Participation of Acquisition


Management will review specific business and then select the most suitable opportunities based on legal structure or method of participation.  Such structures and methods may include, but are not limited to, leases, purchase and sale agreements, licenses, joint ventures, other contractual arrangements, and may involve a reorganization, merger or consolidation transactions.  Management may act directly or indirectly through an interest in a partnership, corporation, or other form of organization.


Procedures


As part of the our investigation of business opportunities, officers and directors may meet personally with management and key personnel of the firm sponsoring the business opportunity.  We may visit and inspect material facilities, obtain independent analysis or verification of certain information provided, check references of management and key personnel, and conduct other reasonable measures.


We will generally ask to be provided with written materials regarding the business opportunity.  These materials may include the following:


·

descriptions of product, service and company history; management resumes;

·

financial information;

·

available projections with related assumptions upon which they are based;

·

an explanation of proprietary products and services;

·

evidence of existing patents, trademarks or service marks or rights thereto;

·

present and proposed forms of compensation to management;

·

a description of transactions between the prospective entity and its affiliates;

·

relevant analysis of risks and competitive conditions;

·

a financial plan of operation and estimated capital requirements;

·

and other information deemed relevant.


Competition


We expect to encounter substantial competition in our efforts to acquire a business opportunity.  The primary competition is from other companies organized and funded for similar purposes, small venture capital partnerships and corporations, small business investment companies and wealthy individuals.



10





Employees


We do not currently have any employees but rely upon the efforts of our officer and director to conduct our business.  We do not have any employment or compensation agreements in place with our officers and directors although they are reimbursed for expenditures advanced on our behalf.


Plan of Operation


The Company is seeking to acquire assets or shares of an entity actively engaged in business which generates revenues. The Company has no particular acquisitions in mind and has not entered into any negotiations regarding such an acquisition. None of the Company’s officers, directors, promoters or affiliates have engaged in any substantive contact or discussions with any representative of any other company regarding the possibility of an acquisition or merger between the Company and such other company as of the date of this annual report.  The Board of Directors intends to obtain certain assurances of value of the target entity’s assets prior to consummating such a transaction.  Any business combination or transaction will likely result in a significant issuance of shares and substantial dilution to present stockholders of the Company.


The Company’s current operating plan is to continue searching for potential businesses, products, technologies and companies for acquisition and to handle the administrative and reporting requirements of a public company.  To demonstrate our commitment to maintaining ethical reporting and business practices, we adopted a Code of Ethics and Business Conduct.


The Company has, and will continue to have, no capital with which to provide the owners of business opportunities with any significant cash or other assets. However, management believes the Company will be able to offer owners of acquisition candidates the opportunity to acquire a controlling ownership interest in a publicly registered company without incurring the cost and time required to conduct an initial public offering. The owners of the acquisition candidate will, however, incur significant legal and accounting costs in connection with the acquisition of a business opportunity, including the costs of preparing Form 8-K’s, 10-K’s, 10-Q’s, agreements and related reports and documents.


Results of Operations – Three Months Ended March 31, 2011 Compared to the Three Months Ended March 31, 2010


We have no available cash on hand and have experienced losses since inception.  We did not generate any revenues from operations during the periods ended March 31, 2011 and 2010.  Expenses during the period ended March 31, 2011 were $3,760 with interest expense of $1,343 compared to expenses of $2,753 with interest expense of $1,627 for the period ended March 30, 2010.  Expenses for both periods consisted entirely of general and administrative expenses.  These expenses were due to professional, legal and accounting fees relating to our reporting requirements.


As a result of the foregoing factors, we realized a net loss of $5,103 for the period ended March 31, 2011, compared to a net loss of $4,380 for the period ended March 31, 2010.


Liquidity and Capital Resources


The Company’s balance sheet as of March 31, 2011, reflects total assets of $-0-. As of March 31, 2011, our liabilities were $112,291 which included $11,518 in accounts payable, $71,059 in notes payable, $1,480 in accrued legal fees, and $28,234 in accrued interest.  Various founders of the Company have performed consulting services for which the Company has paid them consulting fees as voted on during the initial board of directors meeting. There were no monies paid during the three months ended March 31, 2011 and 2010.


The Company borrowed $6,379 and $5,280 from various related parties and shareholders of the Company for working capital purposes as of March 31, 2011 and 2010 respectively. We anticipate our expenses for the next twelve months will be approximately $20,000.  In the past we have relied on advances from our president to cover our operating costs.   Management anticipates that we will receive sufficient advances from our president to meet our needs through the next 12 months.  However, there can be no assurances to that effect.  Our need for capital may change dramatically if we acquire an interest in a business opportunity during that period.  At present, we have no understandings, commitments or agreements with respect to the acquisition of any business venture, and there can be no assurance that we will identify a business venture suitable for acquisition in the future.  Further, we cannot assure that we will be successful in consummating any acquisition on favorable terms or that we will be able to profitably manage any business venture we acquire.  Should we require additional capital, we may seek additional advances from officers, sell common stock or find other forms of debt financing.



11





The Company has no other assets or line of credit, other than that which present management may agree to extend to or invest in the Company, nor does it expect to have one before a merger is effected.  The Company will carry out its business plan as discussed above. The Company cannot predict to what extent its liquidity and capital resources will be diminished prior to the consummation of a business combination or whether its capital will be further depleted by the operating losses (if any) of the business entity which the Company  may eventually acquire.


Our current operating plan is to continue searching for potential businesses, products, technologies and companies for acquisition and to handle the administrative and reporting requirements of a public company.


ITEM 3.  QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK.


Not required by smaller reporting companies.


ITEM 4T.  CONTROLS AND PROCEDURES.


(a)

Evaluation of Disclosure Controls and Procedures.  The Company’s management is responsible for establishing and maintaining adequate internal control over financial reporting (as defined in Rule 13a-15(f) under the Securities Exchange Act of 1934, as amended). Management conducted an evaluation of the effectiveness of the Company’s internal control over financial reporting based on the criteria set forth in Internal Control - Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission (COSO). Based on this evaluation, management has concluded that the Company’s internal control over financial reporting and procedures was effective as of March 31, 2011.


(b)

Changes in Internal Control over Financial Reporting.  There were no changes in the Company's internal controls over financial reporting, known to the chief executive officer or the chief financial officer, that occurred during the period covered by this report that has materially affected, or is reasonably likely to materially affect, the Company's internal control over financial reporting.


PART II – OTHER INFORMATION


ITEM 1.  LEGAL PROCEEDINGS.


None.


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


The Company did not sell or issue any securities during the period covered by this report.


ITEM 3.   DEFAULTS UPON SENIOR SECURITIES.


None


ITEM 4.   SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS.

 

No matters were submitted during the period covered by this report to a vote of security holders.


ITEM 5.   OTHER INFORMATION.


None



12






ITEM 6.   EXHIBITS AND REPORTS ON FORM 8-K.


(a)  Exhibits


Copies of the following documents are included as exhibits to this report pursuant to Item 601 of Regulation S-K.


Exhibit

No.

 

Title of Document

 

Location

 

 

 

 

 

31

 

Certification of the Principal Executive Officer/ Principal Financial Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002

 

Attached

 

 

 

 

 

32

 

Certification of the Principal Executive Officer/ Principal Financial Officer pursuant to U.S.C. Section 1350 as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002*

 

Attached


(b)  Reports on Form 8-K


None


*

The Exhibit attached to this Form 10-Q shall not be deemed "filed" for purposes of Section 18 of the Securities Exchange Act of 1934 (the "Exchange Act") or otherwise subject to liability under that section, nor shall it be deemed incorporated by reference in any filing under the Securities Act of 1933, as amended, or the Exchange Act, except as expressly set forth by specific reference in such filing.





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.



DENALI CONCRETE MANAGEMENT, INC.




Date: May 5, 2011

By: /s/ Mathew G. Rule

Mathew G. Rule, President and Chief Financial Officer



13