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EX-32.1 - CERTIFICATION - LATITUDE 360, INC.ex32one.htm

 

 

  

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

FORM 10-Q/A

 

 

(Mark One)

 

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

 

For the quarterly period ended June 30, 2011

 

OR

 

[    ] TRANSITION REPORT UNDER SECTION 13 OF 15(d) OF THE EXCHANGE ACT OF 1934

 

From the transition period from ___________ to ____________.

 

Commission File Number 333-138111

 

KINGDOM KONCRETE, INC.

(Exact name of small business issuer as specified in its charter)

 

Nevada   20-5587756
(State or other jurisdiction of incorporation or organization)   (IRS Employer Identification No.)

 

4232 E. Interstate 30, Rockwall, Texas 75087

(Address of principal executive offices)

 

  (972) 771-4205

(Issuer's telephone number)

 

N/A

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

 

Indicate by check mark whether the registrant (1) filed all reports required to be filed by Section 13 or 15(d) of the Exchange Act during the past 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 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 [  ] Smaller Reporting Company [X] 

 

 

Indicate by a check mark whether the company is a shell company (as defined by Rule 12b-2 of the Exchange Act:  Yes [   ]   No [X].

 

As of August 5, 2011, there were 5,471,900 shares of Common Stock of the issuer outstanding.

 

 

 

 

  

 

EXPLANATORY NOTE

 

The purpose of this Form 10-Q/A to Kingdom Koncrete, Inc.'s Quarterly Report on Form 10-Q for the quarter ended June 30, 2011, filed with the Securities and Exchange Commission on August 12, 2011 (the "Form 10-Q"), is solely to include the XBRL.

 

No other changes have been made to the Form 10-Q previously filed. This Amendment speaks as of the original filing date of the Form 10-Q, does not reflect events that may have occurred subsequent to the original filing date and does not modify or update in any way disclosures made in the original Form 10-Q.

 

In addition, pursuant to Rule 12b-15 under the Securities Exchange Act of 1934, as a result of this Amended Report, the certifications pursuant to Section 302 and Section 906 of the Sarbanes-Oxley Act of 2002, filed and furnished, respectively as exhibits to the Original Report have been re-executed and re-filed as of the date of this Amended Report and are included as exhibits hereto.

 

 

 

 

 

 

 

 

 
 

 

 

TABLE OF CONTENTS

 

 

  PART I FINANCIAL STATEMENTS  
     
Item 1 Financial Statements 3
     
Item 2 Management’s Discussion and Analysis or Plan of Operation 13
     
  PART II OTHER INFORMATION  
     
Item 1 Legal Proceedings 15
Item 2 Changes in Securities 15
Item 3 Default upon Senior Securities 15
Item 4 Submission of Matters to a Vote of Security Holders 18
Item 5 Other Information 15
Item 6 Exhibits and Reports on Form 8-K 15

 

 

 

 

 

 

2
 

 

 

 

KINGDOM KONCRETE, INC.

 Consolidated Balance Sheets

 As of June 30, 2011 and December 31, 2010

 

   As of
June 30, 2011
(Unaudited)
  As of
December 31, 2010
(Audited)
Assets          
Current Assets          
  Cash and Cash Equivalents  $31,115   $39,764 
  Inventory   1,333    3,053 
    Total Current Assets   32,448    42,817 
           
Fixed Assets:          
  Equipment   173,884    173, 884 
  Leasehold Improvements   7,245    7,245 
  Office Equipment   675    675 
  Less: Accumulated Depreciation   (160,078)   (157,555)
    Total Fixed Assets   21,726    24,249 
           
Total Assets  $54,174   $67,066 
           
           
Liabilities and Shareholders’ Equity          
           
Current Liabilities          
  Accounts Payable – Related Party  $4,500   $4,000 
  Accounts Payable   0    500 
  Accrued Expxenses   868    240 
  Due to Shareholder   57,656    60,656 
    Total Current Liabilities   63,024    65,396 
           
  Total Liabilities (All Current)   63,024    65,396 
 
Shareholders’ Equity:
          
Preferred stock, $.001 par value, 20,000,000 shares
  authorized, -0- and -0- shares issued and outstanding
   0    0 
Common stock, $.001 par value, 50,000,000 shares
  authorized, 5,471,900 and 5,471,900 shares issued
  and outstanding,  respectively
   5,472    5,472 
Additional Paid-In Capital   255,332    255,332 
Retained Earnings (Deficit)   (269,654)   (259,134)
  Total Shareholders’ Equity   (8,850)   1,670 
Total Liabilities and Shareholders’ Equity  $54,174   $67,066 
           

 

 

The Accompanying Notes are an Integral Part of these Consolidated Financial Statements.

 

 

 

3
 

 

 

KINGDOM KONCRETE, INC.

Consolidated Statements of Operations

For the Three and Six Months Ended June 30, 2011 and 2010

(Unaudited)

 

 

    
 
Three Months Ended
   
 
Six Months Ended
   June 30, 2011  June 30, 2010  June 30, 2011  June 30, 2010
             
  Revenue  $29,504   $37,641   $48,766   $56,908 
  Cost of Sales   15,357    19,920    24,265    30,558 
  Gross Profit   14,147    17,721    24,501    26,350 
                     
Operating Expenses:                    
   Depreciation and Amortization   1,160    3,782    2,523    7,565 
   General and Administrative   13,953    14,141    32,500    32,657 
    Total Operating Expenses   15,113    17,923    35,023    40,222 
                     
Net Operating Loss   (966)   (202)   (10,522)   (13,872)
                     
Other Income (Expense)                    
    Interest Income   1    8    2    16 
    Interest Expense   0    0    0    0 
    Total Other Income (Expense)   1    8    2    16 
                     
Net Loss  $(965)  $(194)  $(10,520)  $(13,856)
                     
Basic and Diluted Earnings (Loss) per share  $(0.00)  $(0.00)  $(0.00)  $(0.00)
                     
Weighted Average Shares Outstanding:                    
Basic and Diluted   5,471,900    5,471,900    5,471,900    5,471,900 
                     

 

The Accompanying Notes are an Integral Part of these Consolidated Financial Statements.

 

 

 

4
 

 

KINGDOM KONCRETE, INC.

Consolidated Statement of Stockholders’ Equity

For the Six Months Ended June 30, 2011 (Unaudited) and the

Year Ended December 31, 2010 (Audited)

 

    
          
       
     Common Shares     Common Par Value    Additional Paid-In Capital    Retained Earnings/ (Deficit)      Totals 
                          
Stockholders’ Equity at December 31, 2009   5,471,900   $5,472   $255,332   $(232,972)  $27,832 
 
Net Loss
                  (26,162)   (26,162)
                          
Stockholders’ Equity at December 31, 2010   5,471,900   $5,472   $255,332   $(259,134)   1,670 
 
Net Loss
                  (10,520)   (10,520)
                          
 
Stockholders’ Equity at June 30, 2011
   5,471,900   $5,472   $255,332   $(269,654)  $(8,850)
                          

 

 

 

 

The Accompanying Notes are an Integral Part of these Consolidated Financial Statements.

 

 

 

 

5
 

 

 

 

KINGDOM KONCRETE, INC.

Consolidated Statements of Cash Flows

For the Six Months Ended June 30, 2011 and 2010

(Unaudited)

 

   Six Months Ended
June 30, 2011
  Six Months Ended
June 30, 2010
CASH FLOWS FROM OPERATING ACTIVITIES          
Net loss  $(10,520)  $(13,856)
Adjustments to reconcile net deficit to cash used
 by operating activities:
          
Depreciation and amortization   2,523    7,565 
 Change in assets and liabilities:          
 (Increase) Decrease in inventory   1,720    (2,113)
 (Decrease) in accounts payable   0    (200)
 Increase (Decrease) in accrued expenses   628    (305)
CASH FLOWS (USED IN) OPERATING ACTIVITIES   (5,649)   (8,909)
           
CASH FLOWS USED IN INVESTING ACTIVITIES          
None   0    0 
CASH FLOWS USED IN INVESTING ACTIVITIES   0    0 
           
CASH FLOWS (USED IN) FINANCING ACTIVITIES          
Payments on equipment note payable   0    0 
Payments   on amounts due to shareholder   (3,000)   (3,000)
CASH FLOWS (USED IN) FINANCING ACTIVITIES   (3,000)   (3,000)
           
NET (DECREASE) IN CASH   (8,649)   (11,909)
           
Cash, beginning of  period   39,764    69,928 
Cash, end of period  $31,115   $58,019 
           
           
           
SUPPLEMENTAL CASH FLOW INFORMATION          
Interest paid  $0   $0 
Income taxes paid  $0   $0 
           
           

 

 

 

The Accompanying Notes are an Integral Part of these Consolidated Financial Statements.

 

 

 

 

6
 

 

 

 

KINGDOM KONCRETE, INC.

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

June 30, 2011

 

NOTE 1 – NATURE OF ACTIVITIES AND SIGNIFICANT ACCOUNTING POLICIES

 

Nature of Activities, History and Organization:

 

Kingdom Koncrete, Inc. (the “Company”) operates a ‘carry and go’ concrete business. The Company is located in Rockwall, Texas and was incorporated on August 22, 2006 under the laws of the State of Nevada.

 

Kingdom Koncrete Inc. is the parent company of Kingdom Concrete, Inc. (“Kingdom Texas”), a company incorporated under the laws of the State of Texas. Kingdom Texas was established in 2003 and for the past five years has been operating a single facility in Texas.

 

On August 22, 2006, Kingdom Koncrete, Inc. ("Koncrete Nevada"), a private holding company established under the laws of Nevada, was formed in order to acquire 100% of the outstanding common stock of Kingdom Texas.  On June 30, 2006, Koncrete Nevada issued 5,000,000 shares of common stock in exchange for a 100% equity interest in Kingdom Texas.  As a result of the share exchange, Kingdom Texas became the wholly owned subsidiary of Koncrete Nevada.  As a result, the shareholders of Kingdom Texas owned a majority of the voting stock of Koncrete Nevada.  The transaction was regarded as a reverse merger whereby Kingdom Texas was considered to be the accounting acquirer as its shareholders retained control of Koncrete Nevada after the exchange, although Koncrete Nevada is the legal parent company.  The share exchange was treated as a recapitalization of Koncrete Nevada.  As such, Kingdom Texas (and its historical financial statements) is the continuing entity for financial reporting purposes. The financial statements have been prepared as if Koncrete Nevada had always been the reporting company and, on the share exchange date, changed its name and reorganized its capital stock.

 

Unaudited Interim Financial Statements:

 

The accompanying unaudited interim financial statements have been prepared in accordance with accounting principles generally accepted in the United States and applicable Securities and Exchange Commission (“SEC”) regulations for interim financial information. These financial statements are unaudited and, in the opinion of management, include all adjustments (consisting of normal recurring accruals) necessary to present fairly the balance sheets, statements of operations and statements of cash flows for the periods presented in accordance with accounting principles generally accepted in the United States. Certain information and footnote disclosures normally included in financial statements prepared in accordance with accounting principles generally accepted in the United States have been condensed or omitted pursuant to SEC rules and regulations. It is presumed that users of this interim financial information have read or have access to the audited financial statements and footnote disclosure for the preceding fiscal year contained in the Company’s Annual Report on Form 10-K. Operating results for the interim periods presented are not necessarily indicative of the results that may be expected for the year ending December 31, 2011.

 

Significant Accounting Policies:

 

The Company’s management selects accounting principles generally accepted in the United States of America and adopts methods for their application.  The application of accounting principles requires the estimating, matching and timing of revenue and expense. It is also necessary for management to determine, measure and allocate resources and obligations within the financial process according to those principles.  The accounting policies used conform to generally accepted accounting principles which have been consistently applied in the preparation of these financial statements.

 

The financial statements and notes are representations of the Company’s management which is responsible for their integrity and objectivity. Management further acknowledges that it is solely responsible for adopting sound accounting practices, establishing and maintaining a system of internal accounting control and preventing and detecting fraud.  The Company's system of internal  accounting control is designed to assure, among other items, that  1) recorded  transactions  are valid;  2) valid  transactions  are recorded;  and  3) transactions  are  recorded in the proper  period in a timely  manner to produce financial  statements which present fairly the financial  condition,  results of operations  and cash  flows of the  Company  for the  respective  periods  being presented.

 

Management believes that all adjustments necessary for a fair statement of the results of the three and six months ended June 30, 2011 and 2010 have been made.

 

 

7
 

 

 

Basis of Presentation:

 

The Company prepares its financial statements on the accrual basis of accounting.  All intercompany balance and transactions are eliminated.  Investments in subsidiaries are consolidated.

 

Reclassification:

 

Certain prior year amounts have been reclassified in the consolidated balance sheets, consolidated statements of operations and consolidated statements of cash flows to conform to current period presentation.  These reclassifications were not material to the consolidated financial statements and had no effect on net earnings reported for any period.

 

Use of Estimates:

 

The preparation of financial statements in conformity with generally accepted accounting principles requires management to make estimates and assumptions that affect certain reported amounts and disclosures.  Accordingly, actual results could differ from those estimates.

 

Recently Issued Accounting Pronouncements:

 

The Company does not expect the adoption of recently issued and recently announced accounting pronouncements to have a significant impact on the Company’s results of operations, financial position or cash flow.

 

Cash and Cash Equivalents:

 

Cash and cash equivalents includes cash in banks with original maturities of three months or less and are stated at cost which approximates market value, which in the opinion of management, are subject to an insignificant risk of loss in value.

 

Inventory:

 

Inventory is comprised of gravel, the primary raw material used to make concrete.   The Company uses the weighted average method for inventory tracking and valuation and calculates inventory at each month end.  Inventory is stated at the lower of cost or market value.  

 

Revenue Recognition:

 

The Company recognizes revenue from the sale of products in accordance with ASC 605-15 “Revenue Recognition”.   Revenue will be recognized only when all of the following criteria have been met.

 

1. Persuasive evidence of an arrangement exists;

2. Ownership and all risks of loss have been transferred to buyer, which is generally upon delivery

3. The price is fixed and determinable; and

4. Collectability is reasonably assured.

 

Revenue is recorded net any of sales taxes charged to customers.

 

 

8
 

 

 

Cost of Goods Sold:

 

Cost of goods sold consists primarily of gravel, which is used to make concrete.   Due to large space requirements, the Company orders gravel approximately every four to six weeks and expenses all purchases when made.   At each month end, the Company approximates the amount of gravel remaining and includes it as inventory based upon the weighted average method.

 

Income Taxes:

 

The Company has adopted ASC 740-10 “Income Taxes”, which requires the use of the liability method in the computation of income tax expense and the current and deferred income taxes payable.

 

Advertising:

 

Advertising costs are expensed as incurred.  These expenses were $1,911 and $2,283 for the three months ended June 30, 2011 and 2010 respectively, and $2,208 and $2,783 for the six months ended June 30, 2011 and 2010, respectively.

 

Property and Equipment:

 

Property and equipment are stated at cost less accumulated depreciation.  Major renewals and improvements are capitalized; minor replacements, maintenance and repairs are charged to current operations.  Depreciation is computed by applying the straight-line method over the estimated useful lives which are generally five to seven years.

 

Earnings per Share:

 

Earnings per share (basic) is calculated by dividing the net income (loss) by the weighted average number of common shares outstanding for the period covered.  As the Company has no potentially dilutive securities, fully diluted earnings per share is identical to earnings per share (basic).

 

Comprehensive Income:

 

ASC 220 establishes standards for reporting and display of comprehensive income and its components in a full set of general purpose financial statements.  For the quarters ended June 30, 2011 and 2010, the Company had no items of other comprehensive income.  Therefore, the net loss equals the comprehensive loss for the periods then ended.

 

Fair Value of Financial Instruments:

 

In accordance with the reporting requirements of ASC 820, the Company  calculates the fair value of its assets and  liabilities which qualify as financial  instruments  under this statement and includes this additional information in the notes to the financial statements  when the fair value is different  than the  carrying  value of those financial instruments.   At June 30, 2011, the Company did not have any financial instruments other than cash.

 

 

 

 

 

9
 

 

 

NOTE 2 – FIXED ASSETS

 

Fixed assets at June 30, 2011 and December 31, 2010 are as follows:

 

   June 30,
2011
  December 31,
2010
Equipment  $173,884   $173,884 
Office Equipment   675    675 
Leasehold Improvements   7,245    7,245 
Less: Accumulated Depreciation   (160,078)   (157,555)
Total Fixed Assets  $21,726   $24,249 

 

Depreciation expense for the three month periods ended June 30, 2011 and 2010 was $1,160 and $3,782, respectively, and $2,523 and 7,565 for the six month periods ended June 30, 2011 and 2010, respectively.

 

 

NOTE 3 – EQUITY

 

The Company is authorized to issue 50,000,000 common shares at a par value of $0.001 per share.  These shares have full voting rights. The Company is authorized to issue 20,000,000 shares of preferred stock at a par value of $.001. No preferred shares have been issued as of June 30, 2011.

 

No shares have been issued during the six months ended June 30, 2011.

 

At June 30, 2011 there were 5,471,900 common shares outstanding.  There are no stock option plans or outstanding warrants as of June 30, 2011.

 

 

NOTE 4 – INCOME TAXES

 

The Company has adopted ASC 740-10 which requires the use of the liability method in the computation of income tax expense and the current and deferred income taxes payable (deferred tax liability) or benefit (deferred tax asset).   Valuation allowances are established when necessary to reduce deferred tax assets to the amount expected to be realized.

 

The cumulative tax effect at the expected tax rate of 25% of significant items comprising the Company’s net deferred tax amounts as of June 30, 2011 and December 31, 2010 are as follows:

 

Deferred tax asset related to:

 

   June 30,  December 31,
   2011  2010
Prior Year  $64,783   $58,243 
Tax Benefit for Current Period   2,630    6,540 
Net Operating Loss Carryforward   67,413    64,783 
Less: Valuation Allowance   (67,413)   (64,783)
     Net Deferred Tax Asset  $0   $0 

 

 

The cumulative net operating loss carry-forward is approximately $269,550 at June 30, 2011 and 259,150 at December 31, 2010, and will expire in the years 2025 through 2030.    The realization of deferred tax benefits is contingent upon future earnings, therefore, the net deferred tax asset has been fully reserved at June 30, 2011 and December 31, 2010.

 

 

10
 

 

 

NOTE 5 – DUE TO SHAREHOLDER

 

The Company is obligated to a shareholder for funds advanced to the Company for start up expenses and working capital.  The advances are unsecured and are to be paid back as the Company has available funds to do so.  No interest rate or payback schedule has been established.  There has been no interest paid or imputed on these advances.  The balance at June 30, 2011 and December 31, 2010 was $57,656 and $60,656, respectively.

 

 

NOTE 6 – COMMITMENTS AND CONTINGENCIES

 

The Organization leases an office and operational facilities on a month to month basis. Rent expense was $3,450 for the three months ended June 30, 2011 and 2010, and $6,900 for for the six months ended June 30, 2011 and 2010.

 

 

NOTE 7 – FINANCIAL CONDITION AND GOING CONCERN

 

Kingdom Koncrete, Inc. has an accumulated deficit through June 30, 2011 totaling about $269,650 and had negative working capital of $30,576.  Because of this accumulated loss, Kingdom Koncrete, Inc. will require additional working capital to develop its business operations.  Kingdom Koncrete, Inc. intends to raise additional working capital either through private placements, public offerings, bank financing and/or shareholder funding.  There are no assurances that Kingdom Koncrete, Inc. will be able to either (1) achieve a level of revenues adequate to generate sufficient cash flow from operations; or (2) obtain additional financing through either private placement, bank financing and/or shareholder funding necessary to support Kingdom Koncrete, Inc.'s working capital requirements.  To the extent that funds generated from any private placements, public offerings, bank financing and/or shareholder funding are insufficient, Kingdom Koncrete, Inc. will have to raise additional working capital.  No assurance can be given that additional financing will be available, or if available, will be on terms acceptable to Kingdom Koncrete, Inc.  If adequate working capital is not available Kingdom Koncrete, Inc. may not be able to continue its operations.

 

Management believes that the efforts it has made to promote its business will continue for the foreseeable future.  These conditions raise substantial doubt about Kingdom Koncrete, Inc.'s ability to continue as a going concern.  The financial statements do not include any adjustments relating to the recoverability and classification of asset carrying amounts or the amount and classification of liabilities that might be necessary should Kingdom Koncrete, Inc. be unable to continue as a going concern.

 

 

 

 

11
 

 

 

 

 

  

NOTE 8 – SUBSEQUENT EVENTS

 

In accordance with ASC 855-10 an evaluation of subsequent events was performed through August 5, 2011, which is the date the financial statements were issued.   No items requiring disclosure were noted.

 

 

 

 

 

 

 

12
 

 

 

 

Item 2.  MANAGEMENT’S DISCUSSION AND ANALYSIS

 

General

 

The year started slowly due to the harsh winter conditions in North Texas. Once Spring arrived we did not experience the usual seasonal bump as the deteriorating economic conditions impacted our business in the second fiscal quarter. Due to product and sales mix we experience improved margins, year-over-year, that helped mitigate lost margin on reduced revenues.

 

Employees

 

We currently employ one employee, the President, who is not compensated.

 

 

RESULTS FOR THE QUARTER ENDED June 30, 2011

 

Our quarter ended on June 30, 2011.  Any reference to the end of the fiscal quarter refers to the end of the first quarter for the period discussed herein.

 

REVENUE.  Revenue for the three months ended June 30, 2011 was $29,504 compared to $37,641 for the three month period ended June 30, 2010.   The reduced revenue in the three months ended June 30, 2011 is due to the uncertain economic conditions and a very strong comparable revenue number from 2010 that was impacted by positive economic indicators in North Texas.  

 

Revenue for the six months ended June 30, 2011 was $48,766 compared to $56,908 for the six month period ended June 30, 2010.   The reduced revenue in the six months ended June 30, 2011 is also due to the uncertain economic conditions that carried over from late 2010 and the cold winter experienced in North Texas in 2011.

 

GROSS PROFIT.  Gross profit for the three months ended June 30, 2011 was $14,147 compared to $17,721 for the three months ended June 30, 2010.   Margins improved in the three months ended June 30, 2011 versus 2010 from 47.1% to 47.9%.  The percentage improvement is due to sales and product mix (batch sizes – larger batch sizes have a lower margin), while the lower nominal amount was due to volume.

 

Gross profit for the six months ended June 30, 2011 was $24,501 compared to $26,350 for the six months ended June 30, 2010.   Margins improved in the six months ended June 30, 2011 versus 2010 from 46.3% to 50.2%.  The percentage improvement is due to sales and product mix (batch sizes – larger batch sizes have a lower margin), while the lower nominal amount was due to volume.

 

OPERATING EXPENSES. Total operating expenses for the three months ended June 30, 2011 were $13,053 compared to $14,141 for the three months ended June 30, 2010. The reduced expenses is attributed to cuts across the board to offset increased professional fees of $600.  The expenses above do not include depreciation which was $1,160 and $3,782 for the three months ended June 30, 2011 and 2010 respectively.

 

Total operating expenses for the six months ended June 30, 2011 were $32,500 compared to $32,657 for the six months ended June 30, 2010. The flat expenses is attributed to cuts across the board to offset increased contract services and professional fees of $1,100.  The expenses above do not include depreciation which was $2,523 and $7,565 for the six months ended June 30, 2011 and 2010 respectively.

 

NET INCOME (LOSS). Net loss for the three month period ended June 30, 2011 was $965 compared to a net loss of $194 for the three month period ended June 30, 2010.  Net loss for the six month period ended June 30, 2011 was $10,520 compared to a net loss of $13,856 for the six month period ended June 30, 2010. The explanations above regarding improved margins and flat expenses are the reasons for improved net income on flat sales.

 

LIQUIDITY AND CAPITAL RESOURCES. Kingdom Koncrete, Inc. filed on Form SB-1, a registration statement with the U.S. Securities & Exchange Commission in order to raise funds to develop their business. The registration statement became effective in July 2007 and Kingdom Koncrete raised funds under that registration statement at $0.50 per share.

 

In addition to the preceding, the Company plans for liquidity needs on a short term and long term basis as follows:

 

Short Term Liquidity:

 

The company relies on funding operations through operating cash flows.  Whenever the Company is unable to achieve this objective (at June 30, 2011 and 2010 Net Cash Used by Operating Activities were $5,649 and $8,909, respectively) it relies on the President to advance the Company working capital.  As of June 30, 2011 and December 31, 2010 the President has advanced the Company $57,656 and $60,656.

 

13
 

 

 

Long Term Liquidity:

 

The long term liquidity needs of the Company are projected to be met primarily through the cash flow provided by operations. As discussed above Net Cash Used by Operating Activities was negative for the six months ended June 30, 2011 and for the year ended December 31, 2010.  The Company continues to cut costs where it can and will look to other sources of liquidity, like shareholder advances or bank loans, to support the business long-term.

 

Capital Resources

 

The Company has no capital commitments.

 

With the limited operating history of our Company we have noticed a slight seasonal trend with increased business in the spring / summer and a fall off during the colder part of the year.  We expect 2011 to be similar to 2010 in net sales.

 

We do not expect any significant change to our equity or debt structure and do not anticipate entering into any off-balance sheet arrangements.

 

Material Changes in Financial Condition

 

WORKING CAPITAL: Working Capital decreased by about $8,000 to ($30,576) since December 31, 2010.  This reduction is due to the decrease in cash of approximately $8,600 since December 31, 2010, the decrease in inventory off about $1,700 and payments on the shareholder advances of $3,000.

 

SHAREHOLDERS’ EQUITY: Shareholders’ Equity decreased by $10,520 due to the net loss in the six months ended June 30, 2011.

 

Item 3:  Quantitative and Qualitative Disclosures About Market Risk

 

Not applicable.

  

Item 4.  Controls and Procedures

 

Evaluation of Disclosure Controls and Procedures

 

We carried out an evaluation of the effectiveness of the design and operation of our disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) as of June 30, 2011.  This evaluation was accomplished under the supervision and with the participation of our chief executive officer / principal executive officer, and chief financial officer / principal financial officer who concluded that our disclosure controls and procedures are not effective.

 

Based upon an evaluation conducted for the period ended June 30, 2011, our Chief Executive and Chief Financial Officer as of June 30, 2011 and as of the date of this Report, has concluded that as of the end of the periods covered by this report, we have identified the following material weakness of our internal controls:

 

● Reliance upon independent financial reporting consultants for review of critical accounting areas and disclosures and material non-standard transaction.

 

● Lack of sufficient accounting staff which results in a lack of segregation of duties necessary for a good system of internal control.

 

In order to remedy our existing internal control deficiencies, as our finances allow, we will hire additional accounting staff.

 

Changes in Internal Controls over Financial Reporting

 

We have not yet made any changes in our internal controls over financial reporting that occurred during the period covered by this report on Form 10-Q that has materially affected, or is reasonably likely to materially affect, our internal control over financial reporting.

 

 

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PART II

 

Items No. 1, 2, 3, 4, 5 - Not Applicable.

 

 

Item No. 6 - Exhibits and Reports on Form 8-K

 

(a)  None

 

(b)   Exhibits

 

 

Exhibit Number       Name of Exhibit
   
31.1  Certification of Chief Executive Officer, pursuant to Rule 13a-14(a) of the Exchange Act, as enacted by Section 302 of the Sarbanes-Oxley Act of 2002.
   
  31.2  Certification of Chief Financial Officer, pursuant to Rule 13a-14(a) of the Exchange Act, as enacted by Section 302 of the Sarbanes-Oxley Act of 2002.
   
  32.1  Certification of Chief Executive Officer and Chief Financial Officer, pursuant to 18 United States Code Section 1350, as enacted by Section 906 of the Sarbanes-Oxley Act of 2002.

 

 

 

 

SIGNATURES

 

In accordance with 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.

 

Kingdom Koncrete, Inc.

 

By /s/ Edward Stevens

Edward Stevens, Chief Executive Officer

and  Chief Financial Officer

 

Date:  September 14, 2011

 

 

 

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