Attached files
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| EX-31 - PLASTER CASTER INC. | exhibit31.htm |
| EX-32 - PLASTER CASTER INC. | exhibit32.htm |
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-Q
QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d)
OF THE SECURITIES EXCHANGE ACT OF 1934
For the quarterly period ended March 31, 2011
TRANSITION REPORT PURSUANT TO SECTION 13 OR
15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
Commission file number
Plaster Caster Inc
(Exact name of small business issuer as specified in its charter)
Michigan 26-3965422
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(State or other (Primary Standard Industrial (I.R.S. Employer
jurisdiction of Classification Code Number) Identification
incorporation Code Number)
or organization)
1000 Country Club
Ann Arbor, MI 48103
(734) 719-0867
(Registrant’s telephone number, including area code)
Check whether the issuer (1) filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the last 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 shell company (as defined in Rule 12b-2 of the Exchange Act). Yes No x
The number of shares of Common Stock, outstanding on was 500,000 shares as of March 13,2011.
Transitional Small Business Disclosure Format (check one): Yes No
x
TABLE OF CONTENTS
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PART I - FINANCIAL INFORMATION |
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Item 1. | Financial Statements | 3 |
Item 2. | Management’s Discussion and Analysis of Financial Condition and Results of Operation | 15 |
Item 3. | Quantitative and Qualitative Disclosures About Market Risk | 18 |
Item 4. | Controls and Procedures | 19 |
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PART II -OTHER INFORMATION |
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Item 1. | Legal Proceedings. | 20 |
Item 1A. | Risk Factors | 20 |
Item 2. | Unregistered Sales of Equity Securities and Use of Proceeds. | 20 |
Item 3. | Defaults Upon Senior Securities. | 20 |
Item 4. | Removed and Reserved. | 20 |
Item 5. | Other Information. | 20 |
Item 6. | Exhibits | 20 |
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SIGNATURES | 21 | |
PART I – FINANCIAL INFORMATION
Item 1. Financial Statements.
Our financial statements included in this Form 10-Q are as follows: | |
Balance Sheets as of March 31, 2011 (unaudited) and December 31, 2010 (audited); | |
Statements of Ope ra tions for the three months March 31, 2011 and December 31, 2010 | |
| Statement of Stockholders’ Deficit from Inception (April 19, 2007) March 31, 2011 (unaudited); |
Statements of Cash Flows for the three months ended March 31, 2011 , and for the Period from Inception (April 19, 2007) to March 31, 2011 (unaudited); | |
Notes to Financial Statements; | |
These financial statements have been prepared in accordance with accounting principles generally accepted in the United States of America for interim financial information and the SEC instructions to Form 10-Q. In the opinion of management, all adjustments considered necessary for a fair presentation have been included. Operating results for the interim periods ended March 31, 2011 are not necessarily indicative of the results that can be expected for the full year.
PLASTER CASTER INC. |
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(A DEVELOPMENT STAGE COMPANY) |
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BALANCE SHEETS |
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| MARCH 31, | DECEMBER 31, |
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| 2011 | 2010 |
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ASSETS |
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CURRENT |
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Cash |
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| $ 18 | $ 18 |
Subscription receivable |
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| - | - | |
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TOTAL ASSETS |
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| $ 18 | $ 18 | |
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LIABILITIES AND STOCKHOLDER EQUITY |
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LIABILITIES |
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Due to shareholder |
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| $ 3,050 | $ 1,550 | |
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TOTAL LIABILITIES |
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| 3,050 | 1,550 | |
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STOCKHOLDER EQUITY |
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Commons shares, no par value, authorized - 1,000,000 |
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- issued and outstanding - 500,000(December 31, 2010 - 500,000) |
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RETAINED EARNINGS(DEFICIT) DURING DEVELOPMENT STAGE | (3,532) | (500) | |||||
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TOTAL STOCKHOLDER EQUITY |
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| (3,032) | - | ||
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TOTAL LIABILITIES AND STOCKHOLDER EQUITY |
| $ 18 | $ 1,550 | ||||
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The accompanying notes are an integral part of these financial statements.
PLASTER CASTER INC. |
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(A DEVELOPMENT STAGE COMPANY) |
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STATEMENT OF OPERATIONS |
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(Unaudited) |
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| INCEPTION |
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| THREE MONTHS ENDED | APRIL 19, 2007 | ||
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| MARCH 31, | TO MARCH 31, | ||
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| 2011 | 2010 | 2011 |
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REVENUE |
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| $ - | $ - | $ - |
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EXPENSES |
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General and administrative |
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| 1,500 | - | 3,532 | ||
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Total Expenses |
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| 1,500 | - | 3,532 | |
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NET INCOME(LOSS) |
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| $ (1,500) | $ - | $ (3,532) | |
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WEIGHTED AVERAGE NUMBER OF SHARES |
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OUTSTANDING |
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| 500,000 | 500,000 |
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NET INCOME(LOSS) PER SHARE |
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The accompanying notes are an integral part of these financial statements.
PLASTER CASTER INC. |
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(A DEVELOPMENT STAGE COMPANY) |
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STATEMENT OF CASH FLOWS |
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(Unaudited) |
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| INCEPTION |
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| THREE MONTHS ENDED | APRIL 19, 2007 | |
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| MARCH 31, | TO MARCH 31, | |
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| 2011 | 2010 | 2011 |
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CASH FLOWS FROM OPERATING ACTIVITIES: |
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Net income(loss) |
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| $ (1,500) | $ - | $
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Adjustment to reconcile net loss to net cash |
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used in operating activities: |
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Issuance of common stock for services and expenses |
| - | - | 500 | |||
Changes in operating assets and liabilities: |
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Subscription receivable |
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| - | - | - | |
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Net cash used in operating activities |
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CASH FLOWS FROM FINANCING ACTIVITIES: |
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Advances from an officer |
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| 1,500 | - | 1,550 | |
Issuance of common stock |
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| - | - | - | ||
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Net cash provided by financing activities |
| 1,500 | - | 1,550 | |||
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INCREASE (DECREASE) IN CASH |
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| - | - | (1,482) | ||
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CASH, Beginning of period |
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CASH, End of period |
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| $ - | $ - | $ (1,482) | |
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SUPPLEMENTAL DISCLOSURES OF CASH FLOWS INFORMATION: |
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| Interest paid |
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| $ - | $ - | $ - | |
| Income taxes paid |
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| $ - | $ - | $ - | |
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The accompanying notes are an integral part of these financial statements.
PLASTER CASTER INC.
(A DEVELOPMENT STAGE COMPANY)
Notes to Interim Financial Statements
March 31, 2011
Note 1 - Organization and Summary of Significant Accounting Policies:
Organization:
PLASTER CASTER INC. (the “Company”) was organized in the State of Michigan on April 19, 2007. The Company’s primary business activity is to acquire or commence a commercially viable operation
The Company’s fiscal year end is December 31.
Basis of Presentation – Development Stage Company:
The Company has not earned any revenues from limited principal operations. Accordingly, the Company’s activities have been accounted for as those of a “Development Stage Enterprise” as set forth in Financial Accounting Standards Board Statement No. 7 (“SFAS 7”). Among the disclosures required by SFAS 7 are that the Company’s financial statements be identified as those of a development stage company, and that the statements of operations, stockholders’ equity (deficit) and cash flows disclose activity since the date of the Company’s inception.
Basis of Accounting:
The accompanying financial statements have been prepared on the accrual basis of accounting in accordance with accounting principles generally accepted in the United States. In the opinion of management these interim financial statements include all of the necessary adjustments to make them not misleading.
Cash and Cash Equivalents :
The Company considers all highly liquid debt instruments, purchased with an original maturity of three months or less, to be cash equivalents.
Use of Estimates:
These financial statements have been prepared in accordance with generally accepted accounting principles in the United States of America. Because a precise determination of assets and liabilities, and correspondingly revenues and expenses, depends on future events, the preparation of financial statements for any period necessarily involves the use of estimates and assumption an example being assumptions in valuation of stock options. Actual amounts may differ from these estimates. These financial statements have, in management's opinion, been properly prepared within reasonable limits of materiality and within the framework of the accounting policies summarized below.
PLASTER CASTER INC.
(A DEVELOPMENT STAGE COMPANY)
Notes to Interim Financial Statements
March 31, 2011
Net Loss Per Share:
Net loss per share is based on the weighted average number of common shares and common shares equivalents outstanding during the period.
Other Comprehensive Income:
The Company has no material components of other comprehensive income (loss), and accordingly, net income(loss) is equal to comprehensive loss in all periods.
Foreign Exchange Translation:
The accounts of the Company are accounted for in accordance with the Statement of Financial Accounting Statements No. 52 (“SFAS 52”), “Foreign Currency Translation”. The financial statements of the Company are translated into US dollars as follows: assets and liabilities at year-end exchange rates; income, expenses and cash flows at average exchange rates; and shareholders’ equity at historical exchange rate.
Monetary assets and liabilities, and the related revenue, expense, gain and loss accounts, of the Company are re-measured at year-end exchange rates. Non-monetary assets and liabilities, and the related revenue, expense, gain and loss accounts are re-measured at historical rates. Adjustments which result from the re-measurement of the assets and liabilities of the Company are included in net income.
Stock-Based Compensation
In December 2004, the Financial Accounting Standards Board (FASB) issued Statement of Financial Accounting Standards No. 123 (Revised 2004), "Share-Based Payment" (SFAS 123 (R)). SFAS 123 (R) requires companies to recognize compensation cost for employee services received in exchange for an award of equity instruments based on the grant-date fair value of the award. The Company adopted the provisions of SFAS 123 (R) on January 1, 2005 using the "modified prospective" application method of adoption which requires the Company to record compensation cost related to unvested stock awards as of January 1, 2005 by recognizing the unamortized grant date fair value of these awards over the remaining service periods of those awards with no change in historical reported earnings. The adoption of this standard did not affect the financial statements for the three months ended March 31, 2011.
As of March 31, 2011 there was $Nil of unrecognized expense related to non-vested stock-based compensation arrangements granted and no stock based compensation.
PLASTER CASTER INC.
(A DEVELOPMENT STAGE COMPANY)
Notes to Interim Financial Statements
March 31, 2011
Note 2 – Federal Income Taxes:
The Financial Accounting Standards Board (FASB) has issued Statement of Financial Accounting Standards Number 109 (“SFAS 109”). “Accounting for Income Taxes”, which requires a change from the deferred method to the asset and liability method of accounting for income taxes. Under the asset and liability method, deferred income taxes are recognized for the tax consequences of “temporary differences” by applying enacted statutory tax rates applicable to future years to differences between the financial statement carrying amounts and the tax basis of existing assets and liabilities.
Deferred income taxes reflect the net tax effects of temporary differences between the carrying amounts of assets and liabilities for financial statement purposes and the amounts used for income tax purposes. Significant components of the Company's deferred tax liabilities and assets as of March 31, 2011 are as follows:
Deferred tax assets:
Federal and state net operating loss
$ 1,532
Equity instruments issued for compensation 500
Total deferred tax assets
2,032
Less valuation allowance
(2,032)
$ --====
Note 3 – Capital Stock Transactions:
Since inception the Company has issued a total of 500,000 shares of common stock for services and expenses for a value equivalent to $500.
PLASTER CASTER INC.
(A DEVELOPMENT STAGE COMPANY)
Notes to Interim Financial Statements
March 31, 2011
Note 4 – Financial Accounting Developments:
Recently Issued Accounting Pronouncements
In December 2010, the FASB issued ASU 2010-28, “Intangibles — Goodwill and Other (Topic 350): When to Perform Step 2 of the Goodwill Impairment Test for Reporting Units with Zero or Negative Carrying Amounts.” For reporting units with zero or negative carrying amounts, if it is more likely than not that a goodwill impairment exists, ASU 2010-28 requires performance of an additional test to determine whether goodwill has been impaired and to calculate the amount of impairment. In determining whether it is more likely than not that a goodwill impairment exists, an entity should consider whether there are any adverse qualitative factors indicating that an impairment may exist. ASU 2010-28 is effective for fiscal years and interim periods within those years beginning after December 15, 2010. The Company adopted ASU 2009-28 in the first quarter of 2011 and the impact of adopting ASU 2010-28 will not be known until evaluations for goodwill impairment are performed at our annual impairment testing date or more frequently if indicators of potential impairment exist.
In December 2010, the FASB issued ASU 2010-29, “Business Combinations (Topic 805): Disclosure of Supplementary Pro Forma Information for Business Combinations. ASU 2010-29 specifies that for material business combinations when comparative financial statements are presented, revenue and earnings of the combined entity should be disclosed as though the business combination had occurred as of the beginning of the comparable prior annual reporting period. ASU 2010-29 also expands the supplemental pro forma disclosures to include a description of the nature and amount of material, nonrecurring pro forma adjustments directly attributable to the business combination included in the reported pro forma revenue and earnings. ASU 2010-29 is effective prospectively for business combinations with an acquisition date on or after the beginning of the first annual reporting period after December 15, 2010. The Company adopted this standard in 2011, and noted it had no impact on its disclosures through March 31, 2011.
Except for rules and interpretive releases of the SEC under authority of federal securities laws and a limited number of grandfathered standards, the FASB Accounting Standards Codification™ (“ASC”) is the sole source of authoritative GAAP literature recognized by the FASB and applicable to the Company. Management has reviewed the aforementioned rules and releases and believes any effect will not have a material impact on the Company's present or future consolidated financial statements.
FORWARD-LOOKING STATEMENTS
This document contains “forward-looking statements” within the meaning of the Private Securities Litigation Reform Act of 1995. All statements other than statements of historical fact are “forward-looking statements” for purposes of federal and state securities laws, including, but not limited to, any projections of earnings, revenue or other financial items; any statements of the plans, strategies and objections of management for future operations; any statements concerning proposed new services or developments; any statements regarding future economic conditions or performance; any statements or belief; and any statements of assumptions underlying any of the foregoing.
Forward-looking statements may include the words “may,” “could,” “estimate,” “intend,” “continue,” “believe,” “expect” or “anticipate” or other similar words. These forward-looking statements present our estimates and assumptions only as of the date of this report. Except for our ongoing securities laws, we do not intend, and undertake no obligation, to update any forward-looking statement.
Although we believe that the expectations reflected in any of our forward-looking statements are reasonable, actual results could differ materially from those projected or assumed in any or our forward-looking statements. Our future financial condition and results of operations, as well as any forward-looking statements, are subject to change and inherent risks and uncertainties. The factors impacting these risks and uncertainties include, but are not limited to:
increased competitive pressures from existing competitors and new entrants;
our ability to raise adequate working capital;
deterioration in general or regional economic conditions;
adverse state or federal legislation or regulation that increases the costs of compliance, or adverse findings by a regulator with respect to existing operations;
loss of customers or sales weakness;
inability to achieve sales levels or other operating results;
the unavailability of funds for capital expenditures; and
operational inefficiencies.
For a detailed description of these and other factors that could cause actual results to differ materially from those expressed in any forward-looking statement, please see “Factors That May Affect Our Results of Operations” in this document.
Item 2. Plan of Operations.
The following discussion and analysis should be read in conjunction with our financial statements and the notes thereto contained elsewhere in this filing.
Background Overview
Plaster Caster Inc. (“The Company”) was incorporated in the State of Michigan on April 19, 2007. The Company’s fiscal year end is December 31. We were inactive with no business operations of any kind until May 1, 2010 when we began implementing our plan of operations to develop a website related to private aviation. The Company has never been in bankruptcy or receivership.
The Company has a plan of operations to engage in the business of Internet publishing in specifically in the area of private aviation. We have recently opened our website: www.bidforjets.com which is our principal product. Our method of distribution is the Internet.
Since our inception through March 31, 2011, we have not generated any revenues and have incurred a net loss of $2,032. Until May 2010, our only business activity was the formation of our corporate entity, creation of our business model, and analyzing the viability of our business, which included the development of our initial website. We anticipate the commencement of generating revenues in the next twelve months, of which we can provide no assurance. The capital raised in our offering has been budgeted to cover the costs associated with advertising on the Internet to draw attention to our website, costs associated with website enhancements, and covering various filing fees and transfer agent fees to complete our early money raise through our offering. We believe that advertising revenues and small amounts of equity will be sufficient to support the limited costs associated with our initial ongoing operations for the next twelve months. There can be no assurance that the actual expenses incurred will not materially exceed our estimates or that cash flow from listing fees will be adequate to maintain our business. As a result, our independent auditors have expressed substantial doubt about our ability to continue as a going concern in the independent auditors’ report to the financial statements included in the registration statement.
Plan of Operation
Our business activities have consisted of forming our corporation, opening a bank account, seeking a new President and sole director, developing a preliminary website, researching our intended area of private aviation by our new management, preparing financial statements, securing and auditor and having those financing statements audited, and preparing and submitting our registration statement.
Specifically, our website currently is a collection of news feeds and videos related to private aviation. We have gathered these feeds from publicly available places on the Internet. We intend to build out our website to have additional features for our projected audience.
We expect to offer the following: a directory of private aviation companies that provide charter flights, a directory of fractional ownership programs, safety information on various companies and specific planes, videos related to private aviation, a newswire covering private aviation, and a description of the various types of planes available for rental, charter, or fractional ownership.
We also anticipate having user reviews written by our visitors. Consumers can review various aspects of their private aviation experience raging from a specific type of airline, an airport, a pilot or crew member, or any other element of their trip.
We believe that we will require these additional features to make our website a viable and sustainable business that is capable of generating revenues.
We intend to utilize the power of the Internet to aggregate in a single location an extensive network of industry participants and a comprehensive database for noncommercial aviation. We have no plans to offer information or services for private air travel outside of the United States.
Our business model is being built on generating multiple revenue streams from a variety of industry participants interested in marketing their services to our anticipated consumer audience. We anticipate generating our initial revenues primarily from advertising fees from corporations in the private aviation industry. We expect that we will be able to charge fees for placement in our directories. We anticipate that we will be able to charge fees for banners and links on our home page or other pages on our site that have visitors. We project that we will be able to charge fees for premium listings that are in bold fonts or in a special color or that appear at the top of a category. We anticipate that we will be able to charge fees for various promotional videos on our website.
These fees may be based on a rate that is tied to a specific period of time such as a week, a month, or a year. These fees may able be tied to the number of viewers we are able to deliver to the advertiser’s message. The type of fee structure will be determined by our available advertising inventory on the site and an advertiser’s needs and budget.
We also intend to generate revenues from advertising from companies interested in reaching our projected audience of high net worth individuals. We believe that the consumers of private aviation services tend be more affluent than other travel consumers. Our belief is based on the cost of private air travel compared to commercial airline. Private air travel is significantly more
expensive than commercial airlines ticket prices. We intend to also target companies that sell luxury items in general as potential advertisers for our site.
We intend to market our site through several online and offline channels. We have a Twitter page and a Facebook page which will be used to make consumers aware of our website. We will continue to market our site on other various Internet outlets. We intend to also use search engine optimization to achieve favorable placements on major search engines. We plan to hire a search engine agency to assist us with the search engine placement efforts. We also hope to purchase display advertising in executive airports around the country to build awareness for our site to our targeted customers.
We believe that our feature set and aggressive social marketing will allow us to grow our business.
We believe that our potential customers can be identified in the normal course of business. We expect to research private aviation companies and companies serving this private aviation market to locate contact information for potential advertisers. We expect to visit websites offering private air travel or similar services to determine current advertisers in our industry.
We will require additional funds to complete the development of our website and to commence the marketing of it to our intended customers. We expect that these goals can be accomplished over the next twelve months with sufficient funding. If we are unable to secure additional funds, we will not be able to develop our site beyond the current format and content.
FACTORS THAT MAY AFFECT OUR FUTURE OPERATING RESULTS
We are subject to various risks which may materially harm our business, financial condition and results of operations. You should carefully consider the risks and uncertainties described below and the other information in this filing before deciding to purchase our common stock. If any of these risks or uncertainties actually occurs, our business, financial condition or operating results could be materially harmed.
THERE IS SUBSTANTIAL UNCERTAINTY ABOUT OUR ABILITY TO CONTINUE OUR OPERATIONS AS A GOING CONCERN
In their audit report dated March 12, 201 1 ; our auditors have expressed an opinion that substantial doubt exists as to whether we can continue as an ongoing business. Because our officers may be unwilling or unable to loan or advance any additional capital to us, we believe that if we do not raise additional capital, we may be required to suspend or cease the implementation of our business plan. See the Audited Financial Statements - Auditors Report". Because we have been issued an opinion by its auditor that substantial doubt exists as to whether we can continue as a going concern it may be more difficult to attract investors.
We lack an operating history. There is no assurance our future operations will result in profitable revenues. If we cannot generate sufficient revenues to operate profitably, we may suspend or cease operations.
Since we are a young company, it is difficult to evaluate our business and prospects. At this stage of our business operations, even with our good faith efforts, potential investors have a high probability of losing their investment. Our future operating results will depend on many factors, including the ability to generate sustained and increased demand and acceptance of our website, the level of our competition, and our ability to attract and maintain key management and employees. While management believes their estimates of projected occurrences and events are within the timetable of their business plan, there can be no guarantees or assurances that the results anticipated will occur.
Our business may never operate at a profit.
If we do not achieve profitability, our business may not grow or operate. We may not achieve sufficient revenues or profitability in any future period. We will need to generate revenues from the sales of advertising on our website, or take steps to reduce operating costs to achieve and maintain profitability. Even if we are able to generate revenues, we may experience price competition that will lower our gross margins and our profitability. If we do achieve profitability, we cannot be certain that we can sustain or increase profitability on a quarterly or annual basis.
If we do not raise additional funds, we not be able to operate our business and will have to stop development of our business plan.
We may not be able to obtain additional funds that we will require. We do not presently have adequate cash from operations or financing activities to meet our short term or long-term needs. If unanticipated expenses, problems, and unforeseen business difficulties occur, which result in material delays, we will not be able to operate within our budget. If we do not achieve our internally projected sales revenues and earnings, we will not be able to operate within our budget. If we do not operate within our budget, we will require additional funds to continue our business. If we are unsuccessful in obtaining those funds, we cannot assure you of our ability to generate positive returns to the Company. Further, we may not be able to obtain the additional funds that we require on terms acceptable to us, if at all. We do not currently have any established third-party bank credit arrangements. If the additional funds that we may require are not available to us, we may be required to curtail significantly or to eliminate some or all of our development, publishing, or sales and marketing programs.
If we need additional funds, we may seek to obtain them primarily through equity or debt financings. Such additional financing, if available on terms and schedules acceptable to us, if available at all, could result in dilution to our current stockholders and to you. We may also attempt to obtain funds through arrangement with corporate partners or others. Those types of arrangements may require us to relinquish certain rights to our intellectual property.
If Barton PK, LLC does not provide us with capital, we will cease operations.
We rely on funding from our sole shareholder, Barton PK,LLC and expect to continue to do so. There can be no assurance that Barton PK, LLC can or will supply us with some or all of the
funds needed to complete our business plan. We do not have a commitment verbal or written from Barton PK,LLC to provide us with additional funding at this time. The failure to secure additional financing from Barton PK, LLC will cause us to cease operations.
We are highly dependent on JD Klamka, our President and CEO. The loss of Mr. Klamka, whose knowledge, leadership, and technical expertise upon which we rely, would harm our ability to execute our business plan.
We are largely dependent on JD Klamka, our President and CEO, for all aspects of our company. Our ability to successfully develop and market our website may be at risk from an unanticipated accident, injury, illness, incapacitation, or death of Mr. Klamka. Upon such occurrence, unforeseen expenses, delays, losses and/or difficulties may be encountered. Our success in the future may also depend on our ability to attract and retain other qualified management and sales and marketing personnel. We compete for such persons with other companies and other organizations, some of which have substantially greater capital resources than we do. We cannot give you any assurance that we will be successful in recruiting or retaining personnel of the requisite caliber or in adequate numbers to enable us to conduct our business.
Our management has no experience in the Internet travel or private jet industry, which may affect our ability to operate successfully.
Our management has no prior experience in either Internet travel or any aspect of private aviation. This lack of experience may affect our ability to operate successfully and compete with our competitors.
The lack of public company experience of our management team could adversely impact our ability to comply with the reporting requirements of U.S. securities laws.
Our management team lacks public company experience, which could impair our ability to comply with legal and regulatory requirements. Our senior management has never had responsibility for managing a publicly traded company. Such responsibilities include complying with federal securities laws and making required disclosures on a timely basis. Our senior management may not be able to implement programs and policies in an effective and timely manner that adequately respond to such increased legal, regulatory compliance and reporting requirements, including the establishing and maintaining internal controls over financial reporting. Any such deficiencies, weaknesses or lack of compliance could have a materially adverse effect on our ability to comply with the reporting requirements of the Securities Exchange Act of 1934 which is necessary to maintain our public company status. If we were to fail to fulfill those obligations, our ability to continue as a U.S. public company would be in jeopardy in which event you could lose your entire investment in our company.
We will rely on outside service providers such as writers and web developers that may not be available to us.
We intended to hire freelance writers and web developers to develop our website. There is no assurance that we can locate any of these service providers and if we are able to that we will be able to hire them on a price and terms acceptable to us. In the event we are unable to hire any of these service providers, we may be forced to suspend or limit our operations.
Item 3. Controls and Procedures.
We carried out an evaluation, under the supervision and with the participation of our management, including our chief executive officer and chief financial officer, of the effectiveness of the design and operation of our disclosure controls and procedures, as defined in Rules 13a-15(e) and 15d-15(e) under the Securities Exchange Act of 1934, as amended (the ‘‘Exchange Act’’). Disclosure controls and procedures include, without limitation, controls and procedures designed to ensure that information required to be disclosed by an issuer in the reports that it files or submits under the Exchange Act is accumulated and communicated to the issuer’s management, including its principal executive and principal financial officers, or persons performing similar functions, as appropriate to allow timely decisions regarding required disclosure. Based upon our evaluation, our chief executive officer and chief financial officer concluded that our disclosure controls and procedures are effective, as of March 31, 2011, in ensuring that material information that 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 the Securities and Exchange Commission rules and forms.
Changes in Internal Control over Financial Reporting
There were no changes in our system of internal controls over financial reporting during the three months ended March 31, 2011 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.
Item 2. Unregistered Sales of Equity Securities and Use of Proceeds.
None
Use of Proceeds From Sales of Registered Securities
None
Item 3.
Defaults Upon Senior Securities.
None.
Item 4.
Submission of Matters to a Vote of Security Holders.
None.
Item 5.
Other Information.
None.
Item 6.
Exhibits and Reports on Form 8-K.
Exhibits
Incorporated by reference
Exhibit
number
Exhibit description
Filed
herewith
Form
1
Certification pursuant to Section 302 of the Sarbanes-Oxley Act
X
Certification pursuant to Section 906 of the Sarbanes-Oxley Act
X
13
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.
Plaster Caster Inv
By:/s/ J.D Klamka
J.D Klamka, President,
Chief Executive Officer
Chief Financial Officer
Date: May 16, 2011