As filed with the Securities and Exchange Commission on October 25, 2006
File No. ______________
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM SB-1 (Alternative 2)
REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933
KINGDOM KONCRETE, INC.
(Exact name of registrant as specified in its charter)
Nevada 7389 20-5587756
- ------------------------------ ------------------------ -------------------
(State or jurisdiction of (Primary Industrial I.R.S. Employer
incorporation or organization) Classification Code No.) Identification No.
4232 E. Interstate 30, Rockwall, Texas 75087 (972) 771-4205
---- -- ---------- --- --------- ----- ----- ----- --------
(Address, including the ZIP code & telephone number, including area
code of Registrant's principal executive office)
4232 E. Interstate 30, Rockwall, Texas 75087 (972) 771-4205
---- -- ---------- --- --------- ----- ----- ----- --------
(Address of principal place of business or intended principal place of business)
Edward Stevens
4232 E. Interstate 30, Rockwall, Texas 75087 (972) 771-4205
---- -- ---------- --- --------- ----- ----- ----- --------
(Name, address, including zip code, and telephone number, including area code of
agent for service)
Copies to: T. Alan Owen
------ --
The Owen Law Firm, P.C.
Attorneys at Law
1112 E. Copeland Road, Suite 420
Arlington, Texas 76011
(817) 460-4498 Tel
(817) 795-0154 Fax
Approximate date of commencement of proposed sale to the public: As soon as
practicable after the effective date of this Registration Statement.
If this Form is filed to register additional securities for an offering pursuant
to Rule 462(b) under the Securities Act, check the following box and list the
securities Act registration number of the earlier effective registration
statement for the same offering.
|_|
-----------------------
If this Form is a post-effective amendment filed pursuant to Rule 462(c) under
the Securities Act, check the following box and list the securities Act
registration number of the earlier effective registration statement for the same
offering. |_|
If this Form is a post-effective amendment filed pursuant to Rule 462(d) under
the Securities Act, check the following box and list the securities Act
registration number of the earlier effective registration statement for the same
offering. |_|
If delivery of the prospectus is expected to be made pursuant to Rule 434, check
the following box. |_|
-----------------
CALCULATION OF REGISTRATION FEE
================================================================================
Title of Each Amount Proposed Minimum/Maximum Amount of
Class of Securities To be Offering Price Proposed Aggregate Registration
to be Registered Registered Per Share (1) Offering (1) Fee
================================================================================
Common stock,
$0.001 par value
Minimum 150,000 $0.50 $ 75,000 $ 10
Maximum 1,000,000 $0.50 $ 500,000 $ 64
================================================================================
Total maximum 1,000,000 $0.50 $ 500,000 $ 64
The Registrant hereby amends this Registration Statement on such date or dates
as may be necessary to delay its effective date until the Registrant shall file
a further amendment which specifically states that the registration statement
shall hereafter become effective in accordance with Section 8(a) of the
Securities Act of 1933 or until the registration statement shall become
effective on such date as the Commission, acting pursuant to said Section 8(a),
may determine.
The securities being registered on this Form are to be offered on a delayed or
continuous basis pursuant to Rule 415 under the Securities Act of 1933. |X|
(1) Estimated solely for the purpose of calculating the registration fee.
INITIAL PUBLIC OFFERING
PROSPECTUS
KINGDOM KONCRETE, INC.
Minimum of 150,000 shares of common stock, and a
Maximum of 1,000,000 shares of common stock
$0.50 per share
We are making a best efforts offering to sell common stock in our
company. The common stock will be sold by our sole officer and director, Edward
Stevens after the effective date of this registration statement. The offering
price was determined arbitrarily and we will raise a minimum of $75,000 and a
maximum of $500,000. The money we raise in this offering before the minimum
amount, $75,000, is sold will be deposited in a separate non-interest bearing
bank account where the funds will be held for the benefit of those subscribing
for our shares, until the minimum amount is raised at which time we will deposit
them in our bank account and retain the transfer agent who will then issue the
shares. The offering will end on April 15, 2006 and if the minimum subscription
is not raised by the end of the offering period, all funds will be refunded
promptly to those who subscribed for our shares, without interest. There is no
minimum purchase requirement for subscribers.
The Offering:
150,000 shares 1,000,000 shares
Minimum offering Maximum offering
---------------- ----------------
Per Share Amount Per Share Amount
--- ----- ------ --- ----- ------
Public Offering Price $0.50 $ 75,000 $0.50 $500,000
Offering expenses are estimated to be $16,769 if the minimum number of shares
are sold, which equates to $0.08 per share, and $33,769 if the maximum number of
shares are sold, which equates to $0.04 per share.
There is currently no market for our shares. We intend to work with a market
maker who would then apply to have our securities quoted on the over-the-counter
bulletin Board or on an exchange as soon as practicable after our offering is
complete which we expect will be before April 15, 2006.
----------------------------
THIS INVESTMENT INVOLVES A HIGH DEGREE OF RISK. YOU SHOULD PURCHASE SHARES ONLY
IF YOU CAN AFFORD A COMPLETE LOSS. SEE "RISK FACTORS" BEGINNING ON PAGE 3.
NEITHER THE SECURITIES AND EXCHANGE COMMISSION NOR ANY STATE SECURITIES
COMMISSION HAS APPROVED OR DISAPPROVED OF THESE SECURITIES OR PASSED UPON THE
ADEQUACY OR ACCURACY OF THE PROSPECTUS. ANY REPRESENTATION TO THE CONTRARY IS A
CRIMINAL OFFENSE.
-----------------------------
This Prospectus is dated __________________________
PROSPECTUS SUMMARY
OUR COMPANY
We were formed as a corporation on August 22, 2006 and immediately
purchased 100% of the outstanding stock of Kingdom Concrete, Inc., a Texas
corporation which was formed on July 18, 2003. The transaction was accounted for
as a reverse merger. Our executive offices are located at 4232 E. Interstate 30,
Rockwall, Texas 75087. We specialize in providing pre-mixed concrete into our
mobile mixer trailers which are then towed by one of our customers to a job site
of their choosing. The funds raised in this offering will be used to further
develop our business and expand into other markets.
THE OFFERING
Our sole officer and director will be selling the offering.
Minimum Midpoint Maximum
--------- --------- ---------
Common shares offered 150,000 500,000 1,000,000
Common shares outstanding before this offering 5,000,000 5,000,000 5,000,000
--------- --------- ---------
Total shares outstanding after this offering 5,150,000 5,500,000 6,000,000
Officers, directors and their affiliates will be able to purchase 5,000 shares
in this offering or up to ten percent of the aggregate offering sold.
SUMMARY FINANCIAL DATA
The following table sets forth certain of our summary financial
information. This information should be read in conjunction with the financial
statements and notes thereto appearing elsewhere in this prospectus.
Audited Audited
Balance Sheet: Aug 31, 2006 Dec 31, 2005
------- ------ --------------------------------------
Working Capital $(121,131) $(137,125)
Total Assets $ 93,037 $ 119,021
Total Liabilities $ 155,164 $ 176,970
Stockholders' Equity $ (62,127) $( 57,949)
Audited Audited
Eight months Twelve months
Statement of Operations: Aug 31, 2006 Dec 31, 2005
--------- -- ----------- --------------------------------------
Revenue $ 61,274 $ 73,361
Cost of sales $ 28,934 $ 40,283
Operating Expense $ 34,808 $ 52,237
Other income (expense) $( 1,710) $( 3,527)
Net Income (loss) $( 4,178) $( 22,686)
Income per share: Basic & diluted ($ 0.00) ($0.00)
No. Shares outstanding 5,000,000 5,000,000
2
RISK FACTORS
You should carefully consider the risks described below and all other
information contained in this prospectus before making an investment decision.
We have identified all material risks known to, and anticipated by, us as of the
filing of this registration statement.
WE HAVE A LIMITED OPERATING HISTORY, HAVING BEEN OPERATING SINCE JULY OF 2003,
WITH CUMULATIVE LOSSES SINCE INCEPTION THAT COULD CAUSE US TO RUN OUT OF MONEY
AND CLOSE OUR BUSINESS.
We have an accumulated deficit from operations. There is not sufficient gross
revenue and profit to finance our planned growth and, without additional
financing as outlined in this prospectus, we could continue to experience losses
in the future. Our accumulated deficit from operations through August 31, 2006
was $86,681. We may incur significant expenses in promoting our business, and as
a result, will need to generate significant revenues over and above our current
revenue to achieve consistent profitability. If we are unable to achieve that
profitability, your investment in our common stock may decline or become
worthless.
WE RELY ON OUR SOLE OFFICER FOR DECISIONS AND HE MAY MAKE DECISIONS THAT ARE NOT
IN THE BEST INTEREST OF ALL STOCKHOLDERS.
We rely on our sole officer to direct the affairs of the company and rely upon
him competently operate the business. We do not have key man insurance on our
sole officer and director and have no employment agreements with him. Should
something happen to our sole officer, this reliance on a single person could
have a material detrimental impact on our business and could cause the business
to lose its place in the market, or even fail. Such events could cause the value
of our stock to decline or become worthless.
OUR SOLE OFFICER WILL RETAIN SUBSTANTIAL CONTROL OVER OUR BUSINESS AFTER THE
OFFERING AND MAY MAKE DECISIONS THAT ARE NOT IN THE BEST INTEREST OF ALL
STOCKHOLDERS.
Upon completion of this offering, our sole officer will, in the aggregate,
beneficially own approximately 90.29% (or 77.50% if maximum is sold) of the
outstanding common stock. As a result, our sole officer will have the ability to
control substantially all the matters submitted to our stockholders for
approval, including the election and removal of directors and any merger,
consolidation or sale of all or substantially all of our assets. He will also
control our management and affairs. Accordingly, this concentration of ownership
may have the effect of delaying, deferring or preventing a change in control of
us, impeding a merger, consolidation, takeover or other business combination
involving us or discouraging a potential acquirer from making a tender offer or
otherwise attempting to take control of us, even if the transaction would be
beneficial to other stockholders. This in turn could cause the value of our
stock to decline or become worthless.
WE MAY HAVE TO RAISE ADDITIONAL CAPITAL WHICH MAY NOT BE AVAILABLE OR MAY BE TOO
COSTLY, WHICH, IF WE CANNOT OBTAIN, COULD CAUSE US TO HAVE TO CEASE OUR
OPERATIONS.
Our capital requirements could be more than our operating income. As of August
31, 2006, our cash balance was $6,478. We do not have sufficient cash to
indefinitely sustain operating losses, but believe we can continue for twelve
months without any additional funding, but upon raising the minimum amount in
3
this offering, believe that will take us to the point that we will be able to
sustain operations for at least a year if we raise no other capital. Our
potential profitability depends on our ability to generate and sustain
substantially higher net sales with reasonable expense levels. We may not
operate on a profitable basis or that cash flow from operations will be
sufficient to pay our operating costs. We anticipate that the funds raised in
this offering will be sufficient to fund our planned growth for the year after
we close on the offering assuming we raise the minimum amount in this offering.
Thereafter, if we do not achieve profitability, we will need to raise additional
capital to finance our operations. We have no current or proposed financing
plans or arrangements other than this offering. We could seek additional
financing through debt or equity offerings. Additional financing may not be
available to us, or, if available, may be on terms unacceptable or unfavorable
to us. If we need and cannot raise additional funds, further development of our
business, upgrades in our technology, additions to our product lines may be
delayed or postponed indefinitely; if this happens, the value of your investment
could decline or become worthless.
WE MAY NOT BE ABLE TO COMPETE SUCCESSFULLY WITH CURRENT OR FUTURE COMPETITORS
BECAUSE OF THEIR WELL ESTABLISHED SUPPLY CHAINS AND RECOGNIZED NAMES, WHICH IF
WE CANNOT OVERCOME, COULD CAUSE THE VALUE OF YOUR STOCK TO DECLINE OR BECOME
WORTHLESS.
Although we have a niche in the market for providing ready mixed concrete for
small users, 1 to 1 1/4 yards, there are many companies who have significantly
greater resources than we do who could enter the market. Large home building
supply stores or chains might see an advantage to provide the same product and
service we do in order to draw customers into their stores. If these entities
offer these services and products, they have advantages over us including longer
operating histories and significantly greater financial, advertising, recognized
names and other resources which they could use to their advantage. This
increased competition could result in price pressure and reduced gross margins,
which could harm our net sales and operating results, which in turn could cause
your investment to decline and/or become worthless.
NO PUBLIC MARKET FOR OUR COMMON STOCK CURRENTLY EXISTS AND AN ACTIVE TRADING
MARKET MAY NEVER MATERIALIZE, AND AN INVESTOR MAY NOT BE ABLE TO SELL THEIR
STOCK.
Prior to this offering, there has been no public market for our common stock. We
plan work with a market maker who would then apply to have our securities quoted
on the OTC Bulletin Board. In order to be quoted on the OTCBB, we must be
sponsored by a participating market maker who would make the application on our
behalf; at this time, we are not aware of a market maker who intends to sponsor
our securities and make a market in our stock. Assuming we become quoted, an
active trading market still may not develop and if an active market does not
develop, the market value could decline to a value below the offering price in
this prospectus. Additionally, if the market is not active or illiquid,
investors may not be able to sell their securities.
IF A PUBLIC TRADING MARKET FOR OUR COMMON STOCK MATERIALIZES, WE WILL BE
CLASSIFIED AS A `PENNY STOCK' WHICH HAS ADDITIONAL REQUIREMENTS IN TRADING THE
STOCK, WHICH COULD CAUSE YOU NOT TO BE ABLE TO SELL YOUR STOCK.
The U.S. Securities and Exchange Commission treats stocks of certain companies
as a `penny stock'. We are not aware of a market maker who intends to make a
4
market in our stock, but should we be cleared to trade, we would be classified
as a `penny stock' which makes it harder to trade even if it is traded on an
electronic exchange like the over-the-counter bulletin board. These requirements
include (i) broker-dealers who sell to customers must have the buyer fill out a
questionnaire, and (ii) broker-dealers may decide upon the information given by
a prospective buyer whether or not the broker-dealer determines the stock is
suitable for their financial position. These rules may adversely affect the
ability of both the selling broker-dealer and the buying broker-dealer to trade
your securities as well as the purchasers of your securities to sell them in the
secondary market. These requirements may cause potential buyers to be eliminated
and the market for the common stock you purchase in this offering could have no
effective market to sell into, thereby causing your investment to be worthless.
SHAREHOLDERS PURCHASING SHARES IN THIS OFFERING WILL EXPERIENCE IMMEDIATE AND
SUBSTANTIAL DILUTION, CAUSING THEIR INVESTMENT TO immediaTELY BE WORTH LESS THAN
THEIR PURCHASE PRICE.
If you purchase common stock in this offering, you will experience an immediate
and substantial dilution in the projected book value of the common stock from
the price you pay in this initial offering. This means that if you buy stock in
this offering at $0.50 per share, you will pay substantially more than our
current shareholders. The following represents your dilution: (a) if the minimum
of 150,000 shares are sold, an immediate decrease in book value to our new
shareholders from $0.50 to $0.00 per share and an immediate dilution to the new
shareholders of $0.50 per common share; (b) if the midpoint of 500,000 shares
are sold, an immediate decrease in book value to our new shareholders from $0.50
to $0.03 per share and an immediate dilution to the new shareholders of $0.47
per common share. and (c) if the maximum of 1,000,000 shares are sold, an
immediate decrease in book value to our new shareholders from $0.50 to $0.07 per
share and an immediate dilution to the new shareholders of $0.43 per common
share.
INVESTORS ARE NOT ABLE TO CANCEL THEIR SUBSCRIPTION AGREEMENTS THEY SIGN,
THEREFORE LOSING ANY CHANCE TO CHANGE THEIR MINDS.
Once the Company receives an investors subscription, they will not be able to
cancel their subscription. The investor will therefore lose any right or
opportunity to change their mind after receipt by the Company.
OUR OFFERING PRICE OF $0.50 WAS DETERMINED ARBITRARILY BY OUR PRESIDENT. YOUR
INVESTMENT MAY NOT BE WORTH AS MUCH AS THE OFFERING PRICE BECAUSE OF THE METHOD
OF ITS DETERMINATION.
The President arbitrarily determined the price for the offering of $0.50 per
share. As the offering price is not based on a specific calculation or metric
the price has inherent risks and therefore your investment could be worth less
than the offering price.
FORWARD LOOKING STATEMENTS
This prospectus contains forward looking statements. These forward
looking statements are not historical facts but rather are based our current
expectations, estimates and projections about our industry, our beliefs and our
assumptions. Words such as "anticipates", "expects", "intends", "plans",
5
"believes", "seeks" and "estimates", and variations of these words and similar
expressions, are intended to identify forward looking statements. These
statements are not guarantees of future performance and are subject to
risks, uncertainties and other factors, some of which are beyond our control,
are difficult to predict and could cause actual results to differ materially
from those expressed, implied or forecasted in the forward looking statements.
In addition, the forward looking events discussed in this prospectus might not
occur. These risks and uncertainties include, among others, those described in
"Risk Factors" and elsewhere in this prospectus. Readers are cautioned not to
place undue reliance on these forward looking statements, which reflect our
management's view only as of the date of this prospectus.
DILUTION
If you purchase common stock in this offering, you will experience an
immediate and substantial dilution in the projected book value of the common
stock from the price you pay in this initial offering.
The book value of our common stock as of August 31, 2006 was negative
$62,127 or ($0.01) per share. Projected book value per share is equal to our
total assets, less total liabilities, divided by the number of shares of common
stock outstanding.
After giving effect to the sale of common stock offered by us in this
offering, and the receipt and application of the estimated net proceeds (at an
initial public offering price of $0.50 per share, after deducting estimated
offering expenses), our projected book value as of August 31, 2006 would be:
($3,896) or $0.00 per share, if the minimum is sold, $163,604 or $0.03 per
share, if the midpoint amount is sold, and $404,104 or $0.07 per share, if the
maximum is sold.
This means that if you buy stock in this offering at $0.50 per share,
you will pay substantially more than our current shareholders. The following
represents your dilution:
if the minimum of 150,000 shares are sold, an immediate decrease in book value
to our new shareholders from $0.50 to $0.00 per share and an immediate dilution
to the new shareholders of $0.50 per common share.
if the midpoint amount of 500,000 shares are sold, an immediate decrease in book
value to our new shareholders from $0.50 to $0.03 per share and an immediate
dilution to the new shareholders of $0.47 per common share.
if the maximum of 1,000,000 shares are sold, an immediate decrease in book value
to our new shareholders from $0.50 to $0.07 per share and an immediate dilution
to the new shareholders of $0.43 per common share.
The following table illustrates this per share dilution:
- --------------------------------------------------------
Minimum Midpoint Maximum
Assumed initial public offering price $ 0.50 $ 0.50 $ 0.50
Book value as of August 31, 2006 $(0.01) $(0.01) $(0.01)
Projected book value after this offering $ 0.00 $ 0.03 $ 0.07
Increase attributable to new stockholders: $ 0.01 $ 0.04 $ 0.08
Projected book value
as of August 31, 2006 after this offering $ 0.00 $ 0.03 $ 0.07
Decrease to new stockholders $(0.50) $(0.47) $(0.43)
Percentage dilution to new stockholders 100% 94% 86%
6
The following table summarizes and shows on a projected basis as of
August 31, 2006, the differences between the number of shares of common stock
purchased, the total consideration paid and the total average price per share
paid by the existing stockholders and the new investors purchasing shares of
common stock in this offering:
MINIMUM OFFERING
- ------- --------
Number Percent Average
of shares of shares Amount price per
owned owned paid share
----- ----- ---- -----
Current shareholders 5,000,000 97.09 $ 24,554 $ 0.005
New investors 150,000 2.91 $ 75,000 $ 0.50
-----------------------------------------------------
Total 5,150,000 100.00 $ 99,554
MIDPOINT OFFERING
- -------- --------
Number Percent Average
of shares of shares Amount price per
owned owned paid share
----- ----- ---- -----
Current shareholders 5,000,000 90.91 $ 24,554 $ 0.005
New investors 500,000 9.09 $250,000 $ 0.50
-----------------------------------------------------
Total 5,500,000 100.00 $274,554
MAXIMUM OFFERING
- ------- --------
Number Percent Average
of shares of shares Amount price per
owned owned paid share
----- ----- ---- -----
Current shareholders 5,000,000 83.33 $ 24,554 $ 0.005
New investors 1,000,000 16.67 $500,000 $ 0.50
-----------------------------------------------------
Total 6,000,000 100.00 $524,554
PLAN OF DISTRIBUTION
The common stock is being sold on our behalf by our sole officer and
director, who will receive no commission on such sales. All sales will be made
by personal contact by our sole officer and director, Edward Stevens. We will
not be mailing our prospectus to anyone or soliciting anyone who is not
personally known by Mr. Stevens, or introduced to Mr. Stevens and personally
contacted by him or referred to him. We have no agreements, understandings or
commitments, whether written or oral, to offer or sell the securities to any
individual or entity, or with any person, including our attorney, or group for
referrals and if there are any referrals, we will not pay finders fees.
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Mr. Stevens will be selling the common stock in this offering relying
on the safe harbor from broker registration under the Rule 3a4-1(a) of the
Securities Exchange Act of 1934. Mr. Stevens qualifies under this safe harbor
because Mr. Stevens (a) is not subject to a statutory disqualification, (b) will
not be compensated in connection with his participation by the payment or other
remuneration based either directly or indirectly on transactions in the
securities, (c) is not an associated person of a broker dealer, and has not been
an associated person of a broker dealer within the preceding twelve months, and
(d) primarily performs, and will perform, after this offering, substantial
duties for the issuer other than in connection with the proposed sale of
securities in this offering, and he is not a broker dealer, or an associated
person of a broker dealer, within the preceding 12 months, and he has not
participated in selling securities for any issuer in the past 12 months and
shall not sell for another issuer in the twelve months following the last sale
in this offering.
Additionally, he will be contacting relatives, friends and business
associates to invest in this offering and provide them with a printed copy of
the prospectus and subscription agreement. No printed advertising materials will
be used for solicitation, no internet solicitation and no cold calling people to
solicit interest for investment. Affiliates may purchase shares in this offering
but are limited to a maximum of 5,000 shares each or a cumulative total of 10%
of the aggregate offering sold. These sales will not count toward meeting the
minimum offering. All affiliates purchasing the stock will sign a document
stating that the shares they purchase will be for investment and not for resale.
The money we raise in this offering before the minimum amount is sold
will be deposited in a separate non-interest bearing bank account where the
funds will be held for the benefit of those subscribing for our shares, until
the minimum amount is raised at which time we will deposit the funds in our bank
account and retain the transfer agent who will then issue the shares. We do not
have an escrow agreement or any other agreement regarding the custody of the
funds we raise. The offering will end on April 15, 2007 and if the minimum
subscription is not raised by the end of the offering period, all funds will be
refunded promptly to those who subscribed for our shares, without interest. The
offering will close on April 15, 2007, if not terminated sooner.
The subscription agreement will provide investors the opportunity to
purchase shares at $0.50 per share by purchasing directly from the Company. The
agreement also provides that investors are not entitled to cancel, terminate or
revoke the agreement. In addition, if the minimum subscription is not raised by
April 15, 2007, the subscription agreement will be terminated and any funds
received will be promptly returned to the investors.
Certificates for shares of common stock sold in this offering will be
delivered to the purchasers by Signature Stock Transfer, Inc., the stock
transfer company chosen by the company as soon as the minimum subscription
amount is raised. The transfer agent will only be engaged in the event that we
obtain at least the minimum subscription amount in this offering.
USE OF PROCEEDS
The total cost of the minimum offering is estimated to be $16,769, or
$33,769 if the maximum is sold consisting primarily of legal, accounting and
blue sky fees.
The following table sets forth how we anticipate using the proceeds
from selling common stock in this offering, reflecting the minimum and maximum
subscription amounts:
8
$75,000 $250,000 $500,000
Minimum Mid-Level Maximum
------- --------- -------
Legal, Accounting & Printing Expenses 6,500 15,000 23,000
Other Offering Expenses 10,269 10,769 10,769
Net Proceeds to Company 58,231 224,231 466,231
------------------------------------------------
TOTAL $75,000 $ 250,000 $500,000
The following describes each of the expense categories:
* legal, accounting and printing expense is the estimated costs associated with
this offering. As more shares are sold, we anticipate legal fees to increase due
to the liklihood of investors being from other states which could result in
state blue sky securities filings. Although our legal fees are not contingent on
the number of shares sold, it is likely that the legal fees will increase as our
attorney will charge us for these filings. Also, as more shares are sold, our
printing expenses will increase.
* other offering expenses includes SEC registration fee, blue sky fees and
miscellaneous expenses with regards to this offering.
The following table sets forth how we anticipate using the net proceeds to the
company:
$75,000 $250,000 $500,000
Minimum Mid-level Maximum
-------- --------- --------
Marketing/Advertising $ 5,000 $ 9,500 $ 18,000
Equipment purchases 36,000 162,000 324,000
Salaries, commissions 15,000 25,000 45,000
New location opening costs -0- 17,000 35,000
General corporate overhead 2,231 10,731 44,231
-------- -------- --------
Proceeds to company $ 58,231 $224,231 $466,231
We do not plan to use any of the proceeds to pay off debts owed by the Company.
Additionally, all amounts allocated for salaries/commissions will be for new
hires and not for officers or directors of the company.
DESCRIPTION OF BUSINESS
Kingdom Koncrete, Inc. is a Nevada corporation which was incorporated
in 2006 and immediately purchased 100% of the outstanding stock of Kingdon
Conctete, Inc., a Texas corporation which was formed on July 18, 2003. The
transaction was accounted for as a reverse merger.. In this registration
statement, we refer to Kingdom Koncrete, Inc. as "we," "us" or "Kingdom" unless
we specifically state otherwise or the context indicates otherwise. We
specialize in providing pre-mixed concrete into our mobile mixer trailers which
are then towed by one of our customers to a job site of their choosing. The
funds from this offering will allow us to invest in the growth of our company
through equipment purchases and advertising as well as possible strategic
expansion and acquisition.
Kingdom Concrete serves contractors and homeowners in the Lake Ray Hubbard of
Rockwall Texas area with transit-mix trailers for small-pour concrete jobs. This
process saves time, money and labor on a homeowners or small business' ready-mix
cement project.
Large concrete companies generally don't like small jobs as they are inherently
unprofitable due to the small amount of concrete delivered. In addition, large
concrete companies add a delivery fee for less than a full load and additional
fees if the load cannot be unloaded immediately. Hand-mixing seems less
expensive until all the costs are added up. Sufficient ready-mix sacks for one
yard of concrete costs more than $110. Hand mixing is also back-breaking labor
that results in an uneven distribution of moisture and aggregate.
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We sell concrete on small, manageable, mobile mixing trailers to help complete a
smaller project. The result is less cost and a better product. One trailer can
mix from 1/4 to 1 1/4 yards for patios, sidewalks, slabs, fence posts or other
concrete work. We sell to companies, municipalities, subcontractors and
homeowners.
Our transit-mix trailers are a completely different concept. In the past, with
other types of pre-mixed concrete, the mix would settle out and begin to set as
it was being delivered to the job site, giving a limited range and an inferior
product that was difficult to work with. Our trailers mix on the way to the job,
just like the "big" trucks. The concrete arrives ready for the job.
Our pricing is competitive with hardware store ready-mix sacks and much easier
to manage physically. Compared to cement truck prices for small-pours, we
provide an economic benefit in that the customer pays only for what they use and
need.
Pricing is structured on a residential, contractor, and multiple load basis. As
of September 1, 2006, our general pricing structure was as follows:
===========================================================================
1/4 yard 1/2 yard 3/4 yard 1 yard 1 1/4 yard
===========================================================================
4 bag $73 $86 $99 $112 $125
===========================================================================
5 bag $75 $89 $103 $118 $132
===========================================================================
6 bag $76 $92 $107 $123 $139
===========================================================================
'4 bag', '5 bag', '6 bag' refer to the proportion of cement in the mix. The
higher the bag count, the higher the PSI (strength) of the concrete. We provide
flexibility in that a customer can order the appropriate mix for the project,
for example:
o 4 bag mix: Fence posts
o 5 bag mix: Sidewalks, slabs, or footers
o 6 bag mix: Driveways
The cost includes 2 hours use of the trailer. There is a $25 per hour charge if
the trailer is kept over two hours. There is also a charge of $50 for a cleaning
fee if the trailer is brought back dirty. A trailer with one yard of concrete
weighs approximately 6000 pounds. This usually requires at least a 1/2 ton
pickup or a full-size SUV. Customers are required to have the necessary vehicle
capacity for towing. A class III hitch with a 2" ball is needed. The trailers
are equipped with brakes for safer towing.
We require the trailer be as clean and attractive for the next customer as it
was for the prior one. To that end, we require each customer clean and spray
down the trailer before returning it to the plant. We charge a cleaning fee if
the trailer is returned dirty.
As of September 1, 2006, we had 4 portable ready-mixed concrete trailers and one
batch plant. Our operations consist principally of formulating, preparing and
delivering ready-mixed concrete to the trailers at our batch plant in Rockwall
Texas. Our marketing efforts primarily target general contractors, developers
and home builders whose focus is on price, flexibility, and convenience.
INDUSTRY OVERVIEW
General
Ready-mixed concrete is a highly versatile construction material that
results from combining coarse and fine aggregates, such as gravel, crushed stone
and sand, with water, various admixtures and cement. Ready-mixed concrete can be
manufactured in thousands of variations, which in each instance may reflect a
specific design use. Manufacturers of ready-mixed concrete generally maintain
only a few days' inventory of raw materials and must coordinate their daily
materials purchases with the time-sensitive delivery requirements of their
customers.
10
The quality of ready-mixed concrete is time-sensitive, as it becomes
difficult to place within 90 minutes after mixing. Many ready-mixed concrete
specifications do not allow for its placement beyond that time. Consequently,
the market for a permanently installed ready-mixed concrete plant generally is
limited to an area within a 25-mile radius of its location. Concrete
manufacturers produce ready-mixed concrete in batches at their plants and use
mixer and other trucks to distribute and place it at the job sites of their
customers. These manufacturers generally do not provide paving or other
finishing services, which construction contractors or subcontractors typically
perform.
Concrete manufacturers generally obtain contracts through local sales
and marketing efforts they direct at general contractors, developers and home
builders. As a result, local relationships are very important.
Based on information from the National Ready-Mixed Concrete
Association, we estimate that, in addition to vertically integrated
manufacturers of cements and aggregates, over 2,300 independent ready-mixed
concrete producers currently operate approximately 6,000 plants in the United
States. Larger markets generally have numerous producers competing for business
on the basis of price, timing of delivery and reputation for quality and
service.
Annual usage of ready-mixed concrete in the United States remains near
record levels. According to information available from the National Ready-Mixed
Concrete Association and F.W. Dodge, total sales from the production and
delivery of ready-mixed concrete in the United States over the past three years
were as follows (in millions):
2005 $ 33,219
2004 $ 29,109
2003 $ 26,938
As an important material for construction and repair, ready-mixed
concrete historically benefited from relatively stable demand and pricing but
has experienced significant price increases over the past 18 months, driven
largely by strong construction activity and increases in cement prices.
According to recently published F.W. Dodge data, the four major
segments of the construction industry accounted for the following approximate
percentages of the total volume of ready-mixed concrete produced in the United
States in 2005:
Residential construction 34%
Commercial and industrial construction 19%
Street and highway construction and paving 18%
Other public works and infrastructure construction 29%
Historically, barriers to the start-up of a new ready-mixed concrete
manufacturing operation were low. During the past several years, public concerns
about dust, process water runoff, noise and heavy mixer and other truck traffic
associated with the operation of ready-mixed concrete plants and their general
appearance have made obtaining the permits and licenses required for new plants
more difficult. Delays in the regulatory process, coupled with the substantial
capital investment that start-up operations entail, have raised the barriers to
entry for those operations.
For a discussion of the seasonality of the ready-mixed concrete
industry generally, see "Risk Factors".
OUR BUSINESS STRATEGY
Our objectives are to become the leading provider of ready-mixed
concrete in our primary market and to further expand the geographic scope of our
business and, on a select basis, to integrate our operations vertically through
acquisitions of aggregates supply sources that support our ready-mixed concrete
operations. We plan to achieve this objective by continuing to implement our
business strategy, which includes the primary elements we discuss below.
PURSUING DISCIPLINED GROWTH THROUGH ACQUISITIONS
11
The U.S. ready-mixed concrete industry, with over 2,300 small,
independent producers, is a fragmented but increasingly consolidating industry.
We believe these industry characteristics present growth opportunities for a
company with a focused acquisition program and access to capital.
Our acquisition program targets opportunities for expanding in our
existing markets and entering new geographic markets in the U.S. We are in the
process of identifying acquisitions that we believe represent attractive
opportunities to strengthen local management, implement cost-saving initiatives,
achieve market-leading positions and establish best practices. We cannot provide
any assurance, however, as to the impact of any future acquisition we may
complete on our future earnings per share.
Expanding in Existing Markets. We seek to further penetrate our
markets by seeking to acquire other well-established companies in those markets.
To date, we have not identified or engaged in negotiations with a prospective
acquisition candidate. By expanding in existing markets through acquisitions, we
strive to:
o eliminate duplicate staff and facilities and reduce material and
operating costs and other selling, general and administrative
expenses;
o increase customer cross-selling opportunities; and
o improve utilization and range of mixer trailers through access to
additional plants.
Entering New Geographic Markets. We seek to enter new geographic
markets that demonstrate prospects for growth. In any new market we enter, we
will target for acquisition one or more leading local or regional companies that
can serve as platform businesses into which we can consolidate other operations.
We generally expect these platform acquisition candidates to have historically
successful operating results, established customer relationships and superior
operational management personnel whom we will be able to retain.
We believe there are numerous potential acquisition candidates in our
existing markets and in new markets. Although we have no binding agreement to
effect any acquisition, we have experienced increases in inquiries and similar
communications with brokers and other representatives of potential acquisition
candidates over the past year.
IMPROVING MARKETING AND SALES INITIATIVES
Our marketing strategy emphasizes the sale of value-added products to
customers more focused on reducing their in-place building material costs than
on the price per cubic yard of the ready-mixed concrete they purchase. We also
strive to increase operating efficiencies. We believe that, if we continue to
increase in size on both a local and national level, we should continue to
experience future productivity and cost improvements in such areas as:
o materials, through procurement and optimized mix designs;
o purchases of mixer trailers and other equipment, supplies, spare parts
and tools;
o vehicle and equipment maintenance; and
o insurance and other risk management programs.
OPERATIONS
Our ready-mixed concrete plant consists of a fixed facilities that
produces ready-mixed concrete in primarily wet batches. Our fixed-plant
facilities produce ready-mixed concrete that is transported to a job sites by
our mixer trailers.
Our wet batch plant serves a local market that we expect will have
consistently high demand as opposed to dry batch plants that will serve markets
that we expect will have a less consistent demand. A wet batch plant generally
has a higher initial cost and daily operating expense but yields greater
consistency with less time required for quality control in the concrete produced
and generally has greater daily production capacity than a dry batch plant. The
12
batch operator in a dry batch plant simultaneously loads the dry components of
stone, sand and cement with water and admixtures in a mixer truck that begins
the mixing process during loading and completes that process while driving to
the job site. In a wet batch plant, the batch operator blends the dry components
and water in a plant mixer from which the operator loads the already mixed
concrete into the mixer trailer which leaves for the job site promptly after
loading.
Any future decisions we make regarding the construction of additional
plants will be impacted by market factors, including:
o the expected production demand for the plant;
o the expected types of projects the plant will service; and
o the desired location of the plant.
Mixer trailers slowly rotate their loads en route to job sites in
order to maintain product consistency. One of our mixer trailers typically has a
load capacity of 1 to 1 1/4 cubic yards, or approximately 6,000 pounds, and an
estimated useful life of 15 years. A new trailer of this size currently costs
approximately $18,000. As of September 1, 2006, we operated a fleet of 4 mixer
trailers, which had an average age of approximately 3 years.
CEMENT AND OTHER RAW MATERIALS
We obtain most of the materials necessary to manufacture ready-mixed
concrete on a daily basis. These materials include cement, which is a
manufactured product, stone, gravel and sand. Our batch plant typically
maintains an inventory level of these materials sufficient to satisfy its
operating needs for a few days. Cement represents the highest cost material used
in manufacturing a cubic yard of ready-mixed concrete, while the combined cost
of the stone, gravel and sand used is slightly less than the cement cost. We
purchase each of these materials from several suppliers.
MARKETING AND SALES
General contractors typically select their suppliers of ready-mixed
concrete. We believe the purchasing decision for many jobs ultimately is
relationship-based. Our marketing efforts target general contractors,
developers, and homebuilders whose focus is on price, flexibility, and
convenience.
CUSTOMERS
We rely heavily on repeat customers. Our management is responsible for
developing and maintaining successful long-term relationships with key
customers.
COMPETITION
The ready-mixed concrete industry is highly competitive. Our
competitive position in our market depends largely on the location and operating
costs of our ready-mixed concrete plant and prevailing prices in that market.
Price is the primary competitive factor among suppliers for small or simple
jobs, principally in residential construction, while timeliness of delivery and
consistency of quality and service along with price are the principal
competitive factors among suppliers for large or complex jobs. Our competitors
range from small, owner-operated private companies to subsidiaries or operating
units of large, vertically integrated manufacturers of cement and aggregates.
Our vertically integrated competitors generally have greater manufacturing,
financial and marketing resources than we have, providing them with a
competitive advantage. Competitors having lower operating costs than we do or
having the financial resources to enable them to accept lower margins than we do
will have a competitive advantage over us for jobs that are particularly
price-sensitive. Competitors having greater financial resources also may have
competitive advantages over us. See "Risk Factors - We may lose business to
competitors who underbid us and we may be otherwise unable to compete favorably
in our highly competitive industry."
EMPLOYEES
We currently employ one employee, the President.
GOVERNMENTAL REGULATION AND ENVIRONMENTAL MATTERS
A wide range of federal, state and local laws, ordinances and
regulations apply to our operations, including the following matters:
13
o land usage;
o street and highway usage;
o Air quality; and
o health, safety and environmental matters.
In many instances, we are required to have various certificates,
permits or licenses to conduct our business. Our failure to maintain these
required authorizations or to comply with applicable laws or other governmental
requirements could result in substantial fines or possible revocation of our
authority to conduct some of our operations. Delays in obtaining approvals for
the transfer or grant of authorizations, or failures to obtain new
authorizations, could impede acquisition efforts.
Environmental laws that impact our operations include those relating
to air quality, solid waste management and water quality. These laws are complex
and subject to frequent change. They impose strict liability in some cases
without regard to negligence or fault. Sanctions for noncompliance may include
revocation of permits, corrective action orders, administrative or civil
penalties and criminal prosecution. Some environmental laws provide for joint
and several strict liability for remediation of spills and releases of hazardous
substances. In addition, businesses may be subject to claims alleging personal
injury or property damage as a result of alleged exposure to hazardous
substances, as well as damage to natural resources. These laws also may expose
us to liability for the conduct of or conditions caused by others, or for acts
that complied with all applicable laws when performed.
We have all material permits and licenses we need to conduct our
operations and are in substantial compliance with applicable regulatory
requirements relating to our operations. Our capital expenditures relating to
environmental matters were not material in 2005. We currently do not anticipate
any material adverse effect on our business, financial condition, results of
operations or cash flows as a result of our future compliance with existing
environmental laws controlling the discharge of materials into the environment.
INSURANCE:
We are only required to insure the trailers against liability and
damage. Additionally, the company maintains hazard insurance on the batch plant
property. No claims are outstanding as of September 1, 2006.
FUTURE PRODUCTS AND SERVICES:
The Company plans to increase the size of its trailer fleet as well as
build additional batch plants in strategic locations. No additional services
outside of the offering of ready mixed concrete are contemplated at this time.
OPERATIONS AND TECHNOLOGY:
We are not subject to a dependence on technology.
RESEARCH AND DEVELOPMENT:
The company does not have in development a product that will require
the use of a material amount of the assets of the company. Since inception, the
company has spent zero ($0) on company- sponsored research and development.
Future expenditures will be dependent on the operating income generated from our
product and the amount raised in this offering. If the minimum amount is raised
the company plans to spend up to $2,000 in research and development. If the
mid-level amount is raised, the company plans to spend $3,000 in research and
development. If the maximum amount is raised, the company plans to spend up to
$5,000 in research and development.
14
MANAGEMENTS DISCUSSION AND PLAN OF OPERATIONS
As of August 31, 2006 our cash balance was $6,478 and at December 31,
2005 it was $4,261.
Revenues for fiscal year 2005 totaled $78,751, a $48,126 or 157%
increase from revenues of $30,625 in fiscal year 2004. The increase in revenue
can be attributed to a focusing of the company to develop their customer base
and trailer fleet.
Through the first eight months of fiscal year 2006, our revenues
totaled $64,335. Annualized for 2006, revenues are projected to total $96,503 or
$17,751 ahead of revenues for 2005. This represents a 23% increase over 2005
revenues.
The company experienced a loss of $45,355 for fiscal year 2004 and a loss of
$22,261 for fiscal year 2005. The loss in both years was attributable to the
inability of the company to generate sufficient revenue to offset overhead and
other fixed expenses. However, on a cash basis fiscal year 2005 reflected
positive cash flow of $4,512.
The plan of operations for the 12 months following the commencement of this
offering will include the continued growth plan. The Company plans to implement
this growth plan by purchasing additional equipment for rent and entering other
geographic markets. If the maximum amount is raised, we expect to spend $324,000
on additional equipment which for each new location would include a concrete
mixing plant of approximately $90,000 and 4 mixing trailers of approximately
$18,000 each.
Augmenting our growth will be the addition of salesmen at each location. The
company has budgeted $45,000 for salaries and commissions if the maximum amount
is raised in this offering. If the maximum amount is raised, the majority of
this will be used for the operator/salesman at each new location.
If the maximum amount is raised, we plan to open two additional locations. We
have budgeted $34,000 if the maximum is raised, $17,000 if the midpoint is
raised for one new location and nothing is budgeted for new locations if we
raise the minimum amount. These costs will be for the rental location and start
up costs associated with the new location(s).
Marketing and advertising costs will be determined by the amount raised in the
initial offering. If the maximum amount of $500,000 is raised, these costs are
projected to total $18,000 in the first 12 months of operation. As previously
mentioned, advertising costs will include targeted mailings to small contractors
and homeowners. If the minimum amount is raised in this offering, in the first
12 months of operation, $5,000 is budgeted to be spent on advertising.
We will not use the proceeds of the offering to pay down debt
Generating Sufficient Revenue:
- ------------------------------
Since inception, we have generated revenue through minimal advertising,
referrals and word of mouth. For the next twelve months we plan to continue
generating revenue by the same means, but with more of an emphasis on
advertising.
The Company plans to generate sufficient revenue by expanding and developing its
rental fleet and increasing market penetration.
15
Financing Needs:
- ----------------
Our cash flows since inception have not been adequate to support on-going
operations. As noted above, the Company's financing needs for the next twelve
months can and will be met even if the minimum offering amount is raised. We
believe that by raising the minimum amount of funds in this offering we will
have sufficient funds to cash flow our growth plans for a minimum of twelve
months.
DESCRIPTION OF PROPERTY
Our corporate facilities are located in a 1,250sf office warehouse
space and a half acre of land at 4232 E. Interstate 30, Rockwall, Texas 75087.
DIRECTORS, EXECUTIVE OFFICERS AND SIGNIFICANT EMPLOYEES
The directors and officers of the company, their ages and principal
positions are as follows:
Name Age Position
- --------------------------------------------------------------------------------
Edward Stevens 52 Director, President; Secretary and Director
Background of Directors and Executive Officers:
Edward Stevens.
Mr. Stevens graduated from Indiana State University in 1989 with a BS in
Electronic Technology. He was a Design Engineer with Grand Transformer, Inc.,
Plano, Texas from 1989 through 2003 before becoming a Design Engineer with Nova
Magnetics, Inc., in Garland, Texas from 2003 to the present where he is still
employed. In addition, in 2003 Mr. Stevens started Kingdom Concrete, Inc. which
is the subsidiary of Kingdom Koncrete, Inc., being the President of both.
REMUNERATION OF DIRECTORS AND OFFICERS
Our sole officer and director received the following compensation for
the years of 2004 and 2005. He has no employment contract with the company.
Name of Person Capacity in which he served Aggregate
Receiving compensation to receive remuneration remuneration
- ---------------------- ------------------------------ ------------------
Edward Stevens President, Secretary 2006 - $0
and Treasurer 2005 - $0
As of the date of this offering, our sole officer is our only employee.
We have no plans to pay remuneration to any other officer in or associated with
our company. When we have funds and/or revenue, our board of directors will
determine any other remuneration at that time.
16
INTEREST OF MANAGEMENT AND OTHERS IN CERTAIN TRANSACTIONS
In August 2006, the president of the company received 4,650,000 shares
and George DeMars received 350,000 shares of common stock in consideration for
100% of the outstanding stock of Kingdom Concrete, Inc., a Texas corporation
formed in July 2003, with equity of $24,554. The President received his
4,650,000 shares for equity of $22,835.
As of the date of this filing, there are no agreements or proposed
transactions, whether direct or indirect, with anyone, but more particularly
with any of the following: * a director or officer of the issuer; * any
principal security holder; * any promoter of the issuer; * any relative or
spouse, or relative of such spouse, of the above referenced persons.
PRINCIPAL SHAREHOLDERS
The following table lists the officers, directors and stockholders who,
at the date hereof, own of record or beneficially, directly or indirectly, more
than 5% of the outstanding common stock, and all officers and directors of the
company:
Amount Amount
Owned Owned
Title / relationship Before the After the
to Issuer Name of Owner offering Percent offering Percent
- ---------- ------------- ---------------------------------------------
President, Secretary
and Director Edward Stevens 5,000,000 93.00%
Minimum 5,000,000 90.29%
Maximum 5,000,000 77.50%
Shareholder Ascot Investors, LLC 350,000 7.00%
Minimum 350,000 6.80%
Maximum 350,000 5.83%
No options, warrants or rights have been issued by the Company.
The remainder of this page intentionally left blank
17
SIGNIFICANT PARTIES
The following table lists the relationship of the significant parties
to the issuer:
Relationship Name and
to Issuer business address Residential address
- --------- ---------------- -------------------
Officer Edward Stevens
and Director 4232 E. Interstate 30 7808 Pennridge
Rockwall, Texas 75087 Rowlett, Texas 75088
Record owners of Edward Stevens
5% (or more) owner 4232 E. Interstate 30 7808 Pennridge
of equity securities Rockwall, Texas 75087 Rowlett, Texas 75088
Ascot Investors, LLC
4232 E. Interstate 30 7017 Graham
Rockwall, Texas 75087 Rowlett, Texas 75089
Beneficial owner of Edward Stevens
5% (or more) owner 4232 E. Interstate 30 7808 Pennridge
of equity securities Rockwall, Texas 75087 Rowlett, Texas 75088
George DeMars
4232 E. Interstate 30 7017 Graham
Rockwall, Texas 75087 Rowlett, Texas 75089
Counsel to Issuer The Owen Law Firm, P.C.
1112 E. Copeland Road
Suite 420
Arlington, Texas 76011
* George Demars is the beneficial owner of Ascot Investors, LLC.
SECURITIES BEING OFFERED
We are offering for sale common stock in our company at a price of
$0.50 per share. We are offering a minimum of 150,000 shares and a maximum of
1,000,000 shares. The authorized capital in our company consists of 50,000,000
shares of common stock, $0.001 par value per share. As of October 10, 2006, we
had 5,000,000 shares of common stock issued and outstanding.
Every investor who purchases our common stock is entitled to one vote
at meetings of our shareholders and to participate equally and ratably in any
dividends declared by us and in any property or assets that may be distributed
by us to the holders of common stock in the event of a voluntary or involuntary
liquidation, dissolution or winding up of the company.
The existing stockholders and all who subscribe to common shares in
this offering have a preemptive right to purchase common stock offered for sale
18
by us, and no right to cumulative voting in the election of our directors. These
provisions apply to all holders of our common stock. Our two shareholders have
waived their preemptive right to purchase shares in this offering.
RELATIONSHIP WITH ISSUER OF EXPERTS NAMED IN REGISTRATION STATEMENT
The experts named in this registration statement were not hired on a
contingent basis and have no direct or indirect interest in our company.
LEGAL PROCEEDINGS
We are not involved in any legal proceedings at this time.
CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS
We have retained the same accountant, The Hall Group, CPA's as our
independent certified public accountant. We have had no disagreements with them
on accounting and disclosure issues.
DISCLOSURE OF COMMISSION POSITION OF INDEMNIFICATION
FOR SECURITIES ACT LIABILITIES
Our bylaws provide that the liability of our officers and directors for
monetary damages shall be eliminated to the fullest extent permissible under
Delaware Law, which includes elimination of liability for monetary damages for
defense of civil or criminal actions. The provision does not affect a director's
responsibilities under any other laws, such as the federal securities laws or
state or federal environmental laws.
The position of the U.S. Securities & Exchange Commission under the Securities
Act of 1933:
Insofar as indemnification for liabilities arising
under the Securities Act of 1933 (the "Act") may be permitted
to directors, officers and controlling persons of the small
business issuer pursuant to the foregoing provisions, or
otherwise, the small business issuer has been advised that in
the opinion of the Securities and Exchange Commission such
indemnification is against public policy as expressed in the
Act and is, therefore, unenforceable.
We have no underwriting agreement and therefore no provision for
indemnification of officers and directors is made in an underwriting by a broker
dealer.
LEGAL MATTERS
Our attorney has passed upon the legality of the common stock issued
before this offering and passed upon the common stock offered for sale in this
offering. Our attorney is T. Alan Owen, The Owen Law Firm, P.C., 1112 E.
Copeland Road, Suite 420, Arlington, Texas 76011.
19
EXPERTS
The financial statements as of August 31, 2006, and for the eight
months ended August 31, 2006, and the financial statements as of December 31,
2005 and 2004, and for the twelve months ended December 31, 2005 and 2004 of the
company included in this prospectus have been audited by The Hall Group, CPA's,
independent certified public accountants, as set forth in his report. The
financial statements have been included in reliance upon the authority of them
as experts in accounting and auditing.
DIVIDEND POLICY
To date, we have not declared or paid any dividends on our common
stock. We do not intend to declare or pay any dividends on our common stock in
the foreseeable future, but rather to retain any earnings to finance the growth
of our business. Any future determination to pay dividends will be at the
discretion of our board of directors and will depend on our results of
operations, financial condition, contractual and legal restrictions and other
factors it deems relevant.
CAPITALIZATION
The following table sets forth our capitalization as of August 31, 2006. Our
capitalization is presented on: * an actual basis; * a pro forma basis to give
effect to net proceeds from the sale of the minimum number of shares (150,000)
we plan to sell in this offering; and * a pro forma basis to give effect to net
proceeds from the sale of the midpoint number of shares (500,000) we plan to
sell in this offering; and * a pro forma basis to give effect to the net
proceeds from the sale of the maximum number of shares (1,000,000) we plan to
sell in this offering.
Actual After After After
Audited Minimum Midpoint Maximum
Aug 31, 2006 Offering Offering Offering
------------- -------- -------- --------
Stockholders' equity
Common Stock, $0.001 par value;
50,000,000 shares authorized; 5,000 5,150 5,500 6,000
Additional Paid In Capital 19,554 77,635 244,785 484,785
Retained earnings ( 86,681) ( 86,681) ( 86,681) ( 86,681)
Total Stockholders' Equity ( 62,127) ( 3,896) 163,604 404,104
Total Capitalization ( 62,127) ( 3,896) 163,604 404,104
Number of shares outstanding 5,000,000 5,150,000 5,500,000 6,000,000
The Company has only one class of stock outstanding. The common stock
sold in this offering will be fully paid and non assessable, having voting
rights of one vote per share, have no preemptive or conversion rights, and
liquidation rights as is common to a sole class of common stock. The company has
no sinking fund or redemption provisions on any of the currently outstanding
stock and will have none on the stock sold in this offering.
20
TRANSFER AGENT
We will serve as our own transfer agent and registrar for the common
stock until such time as this registration is effective and we sell the minimum
offering, then we intend to retain Signature Stock Transfer, Inc., 2301 Ohio
Drive, Suite 100, Plano, Texas 75093.
21
REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
To the Board of Directors and Management of
Kingdom Koncrete, Inc.
Rockwall, Texas
We have audited the accompanying balance sheet of Kingdom Koncrete, Inc. as of
December 31, 2004 and the related statements of operations, cash flows and
stockholders' equity for the year then ended. These financial statements are the
responsibility of the Company's management. Our responsibility is to express an
opinion on these financial statements based on our audit.
We conducted our audit of these financial statements in accordance with the
standards of the Public Company Accounting Oversight Board (United States).
Those standards require that we plan and perform the audit to obtain reasonable
assurance about whether the financial statements are free of material
misstatement. An audit includes examining, on a test basis, evidence supporting
the amounts and disclosures in the financial statements. An audit also includes
assessing the accounting principles used and significant estimates made by
management, as well as evaluating the overall financial statement presentation.
We believe that our audit provides a reasonable basis for our opinion.
In our opinion, the financial statements referred to above present fairly, in
all material respects, the financial position of Kingdom Koncrete, Inc. as of
December 31, 2004, and the results of its operations and its cash flows for the
period then ended in conformity with accounting principles generally accepted in
the United States of America.
/s/ The Hall Group, CPAs
- ------------------------
The Hall Group, CPAs
Dallas, Texas
September 28, 2006
1
KINGDOM KONCRETE, INC.
Balance Sheet
December 31, 2004
ASSETS
Current Assets
Cash and Cash Equivalents $ 3,058
---------
Total Current Assets 3,058
Fixed Assets
Equipment 158,458
Leasehold Improvements 7,245
Office Equipment 675
Less: Accumulated Depreciation (24,844)
---------
Total Fixed Assets 141,534
---------
TOTAL ASSETS $ 144,592
=========
LIABILITIES AND STOCKHOLDERS' EQUITY
Current Liabilities
Accounts Payable $ 763
Due to Shareholder 121,398
Current Portion of Long-Term Debt 10,667
---------
Total Current Liabilities 132,828
Long-Term Liabilities
Notes Payable 57,694
Less: Current Portion (10,667)
---------
Total Long-Term Liabilities 47,027
Total Liabilities 179,855
Stockholders' Equity
Common stock, $.001 par value, 50,000,000 shares authorized,
5,000,000 shares issued and outstanding 5,000
Additional Paid-In Capital 19,554
Retained Earnings (Deficit) (59,817)
---------
Total Stockholders' Equity (35,263)
---------
TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY $ 144,592
=========
The accompanying notes are an integral part of these financial statements.
2
KINGDOM KONCRETE, INC.
Statement of Operations
For the Year Ended December 31, 2004
REVENUES $ 27,866
COST OF SALES 16,870
-----------
GROSS PROFIT 10,996
OPERATING EXPENSES
Depreciation and Amortization 23,638
General and Administrative
Bank Charges and Fees 459
Insurance 5,834
Marketing and Advertising 3,149
Office Expense 3,371
Professional Fees 2,075
Rent 12,150
Repair and Maintenance 1,154
Telephone 706
Utilities 349
-----------
TOTAL OPERATING EXPENSES 52,885
-----------
NET OPERATING (LOSS) (41,889)
OTHER INCOME (EXPENSE)
Interest Expense (4,229)
-----------
TOTAL OTHER INCOME (EXPENSE) (4,229)
-----------
NET (LOSS) BEFORE INCOME TAXES (46,118)
Provision for Income Taxes (Expense) Benefit 0
-----------
NET (LOSS) $ (46,118)
Beginning Retained Earnings (13,699)
-----------
ENDING RETAINED EARNINGS $ (59,817)
===========
EARNINGS PER SHARE
Weighted Average of Outstanding Shares 5,000,000
===========
Income (Loss) for Common Stockholders $ (0.01)
===========
The accompanying notes are an integral part of these financial statements.
3
KINGDOM KONCRETE, INC.
Statement of Changes in Stockholders' Equity
For the Year Ended December 31, 2004
Common Stock Paid-In Retained
Shares Amount Capital Earnings Totals
------------- ------------- ----------------- ----------------- -----------------
Beginning Stockholder's Equity 5,000,000 $ 5,000 $ 19,554 $ (13,699) $ 10,855
Net (Loss) 0 0 0 (46,118) (46,118)
------------- ------------- ----------------- ----------------- -----------------
Ending Stockholders'
Equity (Deficit) 5,000,000 $ 5,000 $ 19,554 (59,817) $ (35,263)
============= ============= ================= ================= =================
The accompanying notes are an integral part of these financial statements.
4
KINGDOM KONCRETE, INC.
Statement of Cash Flows
For the Year Ended December 31, 2004
CASH FLOWS FROM OPERATING ACTIVITIES
Net (Loss) $(46,118)
Adjustments to reconcile net income to net cash
provided by operating activities:
Depreciation 23,638
Increase in Accounts Payable 763
--------
Net Cash (Used) by Operating Activities (21,717)
CASH FLOWS FROM INVESTING ACTIVITIES
Purchase of Fixed Assets (29,286)
--------
Net Cash (Used) by Investing Activities (29,286)
CASH FLOWS FROM FINANCING ACTIVITIES
Payments on Note Payments (9,966)
Proceeds from Shareholder Loan 58,918
--------
Net Cash Provided by Financing Activities 48,952
--------
NET (DECREASE) IN CASH AND CASH EQUIVALENTS (2,051)
CASH AND CASH EQUIVALENTS AT BEGINNING OF YEAR 5,109
--------
CASH AND CASH EQUIVALENTS AT END OF YEAR $ 3,058
========
SUPPLEMENTAL DISCLOSURES
Cash Paid During the Year for Interest Expense $ 4,229
========
The accompanying notes are an integral part of these financial statements.
5
KINGDOM KONCRETE, INC.
NOTES TO THE FINANCIAL STATEMENTS
DECEMBER 31, 2004
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 three
years has been operating a single plant 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 Navada. As a result, the
shareholders of Kingdom Texas owned a majority of the voting stock of
Koncrete Navada. 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 then on the share exchange date, had changed its
name and reorganized its capital stock.
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. Below is a summary of certain significant accounting
policies selected by management.
6
KINGDOM KONCRETE, INC.
NOTES TO THE FINANCIAL STATEMENTS
DECEMBER 31, 2004
NOTE 1 - (CONTINUED)
- --------------------
Basis of Presentation:
----------------------
The Company prepares its financial statements on the accrual
basis of accounting.
Cash Equivalents:
-----------------
All highly liquid investments with original maturities of
three months or less are stated at cost which approximates
market value.
Revenue Recognition:
--------------------
Revenue is recognized at completion of services. Collections
are made at the point of sale resulting in no accounts
receivable.
Income Taxes:
------------
Income taxes are computed using the asset and liability
method. Under the asset and liability method, deferred income
tax assets and liabilities are determined based on the
differences between the financial reporting and tax bases of
assets and liabilities and are measured using the currently
enacted tax rates and laws. A valuation allowance is provided
for the amount of deferred tax assets that, based on available
evidence, are not expected to be realized.
Advertising
-----------
Advertising and promotion costs are expensed as incurred.
These expenses were $3,149 for the year ending December 31,
2004.
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.
7
KINGDOM KONCRETE, INC.
NOTES TO THE FINANCIAL STATEMENTS
DECEMBER 31, 2004
NOTE 1 - (CONTINUED)
- --------------------
Earnings (Loss) per Share:
--------------------------
Earnings (loss) 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
(loss) per share is identical to earnings (loss) per share
(basic).
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.
NOTE 2 - FIXED ASSETS
- ---------------------
Fixed assets at December 31, 2004 are as follows:
Machinery and Equipment $ 158,458
Office Equipment 675
Leasehold Improvements 7,245
Less: Accumulated Depreciation ( 24,844)
-----------
Total Fixed Assets $ 141,534
===========
Depreciation expense was $23,638 for the period ended December 31,
2004.
NOTE 3 - NOTES PAYABLE
- ----------------------
The Company acquired machinery and equipment through a BankOne SBA loan
on September 12, 2003 in the amount of $70,000 with an interest rate of
6.59%. The monthly payment is $1,183 including principal and interest
for 71 months. Balances at December 31, 2004 are as follows:
Balance Current Long-
Remaining Portion Term
--------- ------- ----
BankOne SBA Loan $ 57,694 $ 10,667 $47,027
Interest expense was $4,229 for the year ended December 31, 2004.
8
KINGDOM KONCRETE, INC.
NOTES TO THE FINANCIAL STATEMENTS
DECEMBER 31, 2004
NOTE 4 - COMMON STOCK
- ---------------------
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. At
December 31, 2004, there were 5,000,000 shares outstanding.
NOTE 5 - INCOME TAXES
- ---------------------
The Company has adopted Statement of Financial Accounting Standards No.
109, Accounting for Income Taxes (SFAS No. 109), which requires the use
of the liability method in the computation of income tax expense and
the current and deferred income taxes payable. Under SFAS No. 109,
income tax expense consists of taxes payable for the year and the
changes during the year in deferred assets and liabilities. Deferred
income taxes are recognized for the tax consequences in future years of
differences between the tax bases and financial reporting bases of
assets and liabilities. Valuation allowances are established when
necessary to reduce deferred tax assets to the amount expected to be
realized.
The current year provision for refundable Federal income tax consists
of the following:
Refundable Federal income tax attributable to:
Current operations $ (46,118)
Less: Change in valuation allowance 46,118
-----------
Net refundable amount $ 0
===========
The current year cumulative tax effect at the minimum tax rate of 34%
of significant items comprising the Company's net deferred tax amounts
are as follows:
Deferred tax asset attributable to:
Net operating loss carryover $ (15,680)
Less: Valuation allowance 15,680
-----------
Net deferred tax asset $ 0
===========
The realization of deferred tax benefits is contingent upon future
earnings.
9
KINGDOM KONCRETE, INC.
NOTES TO THE FINANCIAL STATEMENTS
DECEMBER 31, 2004
NOTE 6 - DUE TO SHAREHOLDER -RELATED PARTY TRANACTION
- -----------------------------------------------------
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 excess funds to do
so.
NOTE 7 - COMMITMENTS AND CONTINGENCIES
- --------------------------------------
The Organization leases an office and operational facilities on a month
to month basis. Future minimum rental obligations at December 31, 2004
are as follows:
Year Ended
----------
2005 $ 1,050
2006 0
2007 0
2008 0
2009 and After 0
--------
Totals $ 1,050
========
Rent expense was 12,150 for the year ended December 31, 2004.
10
REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
To the Board of Directors and Management of
Kingdom Koncrete, Inc.
Rockwall, Texas
We have audited the accompanying balance sheet of Kingdom Koncrete, Inc. as of
December 31, 2005 and the related statements of operations, cash flows and
stockholders' equity for the year then ended. These financial statements are the
responsibility of the Company's management. Our responsibility is to express an
opinion on these financial statements based on our audit.
We conducted our audit of these financial statements in accordance with the
standards of the Public Company Accounting Oversight Board (United States).
Those standards require that we plan and perform the audit to obtain reasonable
assurance about whether the financial statements are free of material
misstatement. An audit includes examining, on a test basis, evidence supporting
the amounts and disclosures in the financial statements. An audit also includes
assessing the accounting principles used and significant estimates made by
management, as well as evaluating the overall financial statement presentation.
We believe that our audit provides a reasonable basis for our opinion.
In our opinion, the financial statements referred to above present fairly, in
all material respects, the financial position of Kingdom Koncrete, Inc. as of
December 31, 2005, and the results of its operations and its cash flows for the
period then ended in conformity with accounting principles generally accepted in
the United States of America.
/s/ The Hall Group, CPAs
- ------------------------
The Hall Group, CPAs
Dallas, Texas
September 28, 2006
1
KINGDOM KONCRETE, INC.
Balance Sheet
December 31, 2005
ASSETS
Current Assets
Cash and Cash Equivalents $ 4,261
---------
Total Current Assets 4,261
Fixed Assets
Equipment 158,458
Leasehold Improvements 7,245
Office Equipment 675
Less: Accumulated Depreciation (51,618)
---------
Total Fixed Assets 114,760
---------
TOTAL ASSETS $ 119,021
=========
LIABILITIES AND STOCKHOLDERS' EQUITY
Current Liabilities
Accounts Payable $ 1,188
Due to Shareholder 128,756
Current Portion of Long-Term Debt 11,442
---------
Total Current Liabilities 141,386
Long-Term Liabilities
Notes Payable 47,026
Less: Current Portion 11,442
---------
Total Long-Term Liabilities 35,584
Total Liabilities 176,970
Stockholders' Equity
Common stock, $.001 par value, 50,000,000 shares authorized,
5,000,000 shares issued and outstanding 5,000
Additional Paid-In Capital 19,554
Retained Earnings (Deficit) (82,503)
---------
Total Stockholders' Equity (57,949)
---------
TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY $ 119,021
=========
The accompanying notes are an integral part of these financial statements.
2
KINGDOM KONCRETE, INC.
Statement of Operations
For the Year Ended December 31, 2005
REVENUES $ 73,361
COST OF SALES 40,283
-----------
GROSS PROFIT 33,078
OPERATING EXPENSES
Depreciation and Amortization 26,773
General and Administrative
Bank Charges and Fees 809
Insurance 4,232
Marketing and Advertising 2,504
Office Expense 2,799
Rent 12,600
Repair and Maintenance 1,490
Telephone 599
Utilities 431
-----------
TOTAL OPERATING EXPENSES 52,237
-----------
NET OPERATING (LOSS) (19,159)
OTHER INCOME (EXPENSE)
Interest Expense (3,527)
-----------
TOTAL OTHER INCOME (EXPENSE) (3,527)
-----------
NET (LOSS) BEFORE INCOME TAXES (22,686)
Provision for Income Taxes (Expense) Benefit 0
-----------
NET (LOSS) $ (22,686)
Beginning Retained Earnings (59,817)
-----------
ENDING RETAINED EARNINGS $ (82,503)
===========
EARNINGS PER SHARE
Weighted Average of Outstanding Shares 5,000,000
===========
Income (Loss) for Common Stockholders $ (0.00)
===========
The accompanying notes are an integral part of these financial statements.
3
KINGDOM KONCRETE, INC.
Statement of Changes in Stockholders' Equity
For the Year Ended December 31, 2005
Common Stock Paid-In Retained
Shares Amount Capital Earnings Totals
------------- ------------- ----------------- ----------------- -----------------
Beginning Stockholder's Equity 5,000,000 $ 5,000 $ 19,554 $ (59,817) $ (35,263)
Net (Loss) 0 0 0 (22,686) (22,686)
------------- ------------- ----------------- ----------------- -----------------
Ending Stockholders'
Equity (Deficit) 5,000,000 $ 5,000 $ 19,554 (82,503) $ (57,949)
============= ============= ================= ================= =================
The accompanying notes are an integral part of these financial statements.
4
KINGDOM KONCRETE, INC.
Statement of Cash Flows
For the Year Ended December 31, 2005
CASH FLOWS FROM OPERATING ACTIVITIES
Net (Loss) $(22,686)
Adjustments to reconcile net income to net cash
provided by operating activities:
Depreciation 26,773
Increase In Accounts Payable 425
--------
Net Cash Provided by Operating Activities 4,512
CASH FLOWS FROM INVESTING ACTIVITIES
None 0
--------
Net Cash Provided (Used) by Investing Activities 0
CASH FLOWS FROM FINANCING ACTIVITIES
Payments on Note Payments (10,667)
Proceeds from Shareholder Loan 7,358
--------
Net Cash Provided by Financing Activities (3,309)
--------
NET INCREASE IN CASH AND CASH EQUIVALENTS 1,203
CASH AND CASH EQUIVALENTS AT BEGINNING OF YEAR 3,058
--------
CASH AND CASH EQUIVALENTS AT END OF YEAR $ 4,261
========
SUPPLEMENTAL DISCLOSURES
Cash Paid During the Year for Interest Expense $ 3,527
========
The accompanying notes are an integral part of these financial statements.
5
KINGDOM KONCRETE, INC.
NOTES TO THE FINANCIAL STATEMENTS
DECEMBER 31, 2005
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 three
years has been operating a single plant 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 KingdomTexas 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 then on the share exchange date, had changed its
name and reorganized its capital stock.
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. Below is a summary of certain significant accounting
policies selected by management.
6
KINGDOM KONCRETE, INC.
NOTES TO THE FINANCIAL STATEMENTS
DECEMBER 31, 2005
NOTE 1 - (CONTINUED)
- --------------------
Basis of Presentation:
----------------------
The Company prepares its financial statements on the accrual
basis of accounting.
Cash Equivalents:
-----------------
All highly liquid investments with original maturities of
three months or less are stated at cost which approximates
market value.
Revenue Recognition:
--------------------
Revenue is recognized at completion of services. Collections
are made at the point of sale resulting in no accounts
receivable.
Income Taxes:
-------------
Income taxes are computed using the asset and liability
method. Under the asset and liability method, deferred income
tax assets and liabilities are determined based on the
differences between the financial reporting and tax bases of
assets and liabilities and are measured using the currently
enacted tax rates and laws. A valuation allowance is provided
for the amount of deferred tax assets that, based on available
evidence, are not expected to be realized.
Advertising
-----------
Advertising and promotion costs are expensed as incurred.
These expenses were $2,504 for the year ending December 31,
2005.
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.
7
KINGDOM KONCRETE, INC.
NOTES TO THE FINANCIAL STATEMENTS
DECEMBER 31, 2005
NOTE 1 - (CONTINUED)
- --------------------
Earnings (Loss) per Share:
--------------------------
Earnings (loss) 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
(loss) per share is identical to earnings (loss) per share
(basic).
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.
NOTE 2 - FIXED ASSETS
- ---------------------
Fixed assets at December 31, 2005 are as follows:
Machinery and Equipment $ 158,458
Office Equipment 675
Leasehold Improvements 7,245
Less: Accumulated Depreciation ( 51,618)
-----------
Total Fixed Assets $ 114,760
===========
Depreciation expense was $26,773 for the period ended December 31,
2005.
NOTE 3 - NOTES PAYABLE
- ----------------------
The Company acquired machinery and equipment through a BankOne SBA loan
on September 12, 2003 in the amount of $70,000 with an interest rate of
6.59%. The monthly payment is $1,183 including principal and interest.
Notes payable at December 31, 2005 are as follows:
Balance Current Long-
Remaining Portion Term
--------- ------- ----
BankOne SBA Loan $ 47,026 $ 11,442 $35,584
Interest expense was $3,527 for the year ended December 31, 2005.
8
KINGDOM KONCRETE, INC.
NOTES TO THE FINANCIAL STATEMENTS
DECEMBER 31, 2005
NOTE 4 - COMMON STOCK
- ---------------------
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. At
December 31, 2005, there were 5,000,000 shares outstanding.
NOTE 5 - INCOME TAXES
- ---------------------
The Company has adopted Statement of Financial Accounting Standards No.
109, Accounting for Income Taxes (SFAS No. 109), which requires the use
of the liability method in the computation of income tax expense and
the current and deferred income taxes payable. Under SFAS No. 109,
income tax expense consists of taxes payable for the year and the
changes during the year in deferred assets and liabilities. Deferred
income taxes are recognized for the tax consequences in future years of
differences between the tax bases and financial reporting bases of
assets and liabilities. Valuation allowances are established when
necessary to reduce deferred tax assets to the amount expected to be
realized.
The current year provision for refundable Federal income tax consists
of the following:
Refundable Federal income tax attributable to:
Current operations $ (22,686)
Less: Change in valuation allowance 22,686
-----------
Net refundable amount $ 0
===========
The current year cumulative tax effect at the minimum tax rate of 34%
of significant items comprising the Company's net deferred tax amounts
are as follows:
Deferred tax asset attributable to:
Net operating loss carryover $ ( 7,713)
Less: Valuation allowance 7,713
-----------
Net deferred tax asset $ 0
===========
The realization of deferred tax benefits is contingent upon future
earnings.
9
KINGDOM KONCRETE, INC.
NOTES TO THE FINANCIAL STATEMENTS
DECEMBER 31, 2005
NOTE 6 - DUE TO SHAREHOLDER -RELATED PARTY TRANACTION
- -----------------------------------------------------
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 excess funds to do
so.
NOTE 7 - COMMITMENTS AND CONTINGENCIES
- --------------------------------------
The Organization leases an office and operational facilities on a month
to month basis. Future minimum rental obligations at December 31, 2005
are as follows:
Year Ended
2006 $ 1,050
2007 0
2008 0
2009 0
2010 and After 0
----------
Totals $ 1,050
==========
Rent expense was 12,600 for the year ended December 31, 2005.
10
REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
To the Board of Directors and Management of
Kingdom Koncrete, Inc.
Rockwall, Texas
We have audited the accompanying balance sheet of Kingdom Koncrete, Inc. as of
August 31, 2006 and the related statements of operations, cash flows and
stockholders' equity for the eight months then ended. These financial statements
are the responsibility of the Company's management. Our responsibility is to
express an opinion on these financial statements based on our audit.
We conducted our audit of these financial statements in accordance with the
standards of the Public Company Accounting Oversight Board (United States).
Those standards require that we plan and perform the audit to obtain reasonable
assurance about whether the financial statements are free of material
misstatement. An audit includes examining, on a test basis, evidence supporting
the amounts and disclosures in the financial statements. An audit also includes
assessing the accounting principles used and significant estimates made by
management, as well as evaluating the overall financial statement presentation.
We believe that our audit provides a reasonable basis for our opinion.
In our opinion, the financial statements referred to above present fairly, in
all material respects, the financial position of Kingdom Koncrete, Inc. as of
August 31, 2006, and the results of its operations and its cash flows for the
period then ended in conformity with accounting principles generally accepted in
the United States of America.
/s/ The Hall Group, CPAs
- -------------------------
The Hall Group, CPAs
Dallas, Texas
September 28, 2006
1
KINGDOM KONCRETE, INC.
Balance Sheet
August 31, 2006
ASSETS
Current Assets
Cash and Cash Equivalents $ 6,478
---------
Total Current Assets 6,478
Fixed Assets
Equipment 141,406
Leasehold Improvements 7,245
Office Equipment 675
Less: Accumulated Depreciation (62,767)
---------
Total Fixed Assets 86,559
---------
TOTAL ASSETS $ 93,037
=========
LIABILITIES AND STOCKHOLDERS' EQUITY
Current Liabilities
Accounts Payable $ 1,500
Due to shareholder 114,156
Current Portion of Long-Term Debt 11,953
---------
Total Current Liabilities 127,609
Long-Term Liabilities
Notes Payable 39,508
Less: Current Portion (11,953)
---------
Total Long-Term Liabilities 27,555
Total Liabilities 155,164
Stockholders' Equity
Common stock, $.001 par value, 50,000,000 shares authorized,
5,000,000 shares issued and outstanding 5,000
Additional Paid-In Capital 19,554
Retained Earnings (Deficit) (86,681)
---------
Total Stockholders' Equity (62,127)
---------
TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY $ 93,037
=========
The accompanying notes are an integral part of these financial statements.
2
KINGDOM KONCRETE, INC.
Statement of Operations
For the Eight Months Ended August 31, 2006
REVENUES $ 61,274
COST OF SALES 28,934
-----------
GROSS PROFIT 32,340
OPERATING EXPENSES
Depreciation and Amortization 17,443
General and Administrative
Bank Charges and Fees 923
Contract Services 378
Insurance 3,099
Marketing and Advertising 1,563
Offfice Expenses 639
Rent 8,400
Repair and Maintenance 1,532
Telephone 579
Utilities 252
-----------
TOTAL OPERATING EXPENSES 34,808
-----------
NET OPERATING (LOSS) (2,468)
OTHER INCOME (EXPENSE)
Gain on Disposal of Fixed Assets 234
Interest Expense (1,944)
-----------
TOTAL OTHER INCOME (EXPENSE) (1,710)
-----------
NET (LOSS) BEFORE INCOME TAXES (4,178)
Provision for Income Taxes (Expense) Benefit 0
-----------
NET (LOSS) $ (4,178)
Beginning Retained Earnings (82,503)
-----------
ENDING RETAINED EARNINGS $ (86,681)
===========
EARNINGS PER SHARE
Weighted Average of Outstanding Shares 5,000,000
===========
Income (Loss) for Common Stockholders $ (0.00)
===========
The accompanying notes are an integral part of these financial statements.
3
KINGDOM KONCRETE, INC.
Statement of Changes in Stockholders' Equity
For the Eight Months Ended August 31, 2006
Common Stock Paid-In Retained
Shares Amount Capital Earnings Totals
------------- ------------- ----------------- ----------------- -----------------
Beginning Stockholder's
Equity (Deficit) 5,000,000 $ 5,000 $ 19,554 $ (82,503) $ (57,949)
Net (Loss) 0 0 0 (4,178) (4,178)
------------- ------------- ----------------- ----------------- -----------------
Ending Stockholders'
Equity (Deficit) 5,000,000 $ 5,000 $ 19,554 (86,681) $ (62,127)
============= ============= ================= ================= =================
The accompanying notes are an integral part of these financial statements.
4
KINGDOM KONCRETE, INC.
Statement of Cash Flows
For the Eight Months Ended August 31, 2006
CASH FLOWS FROM OPERATING ACTIVITIES
Net (Loss) $ (4,178)
Adjustments to reconcile net income to net cash
provided by operating activities:
Gain on Disposal of Fixed Assets (234)
Depreciation 17,443
Increase in Accounts Payable 312
--------
Net Cash Provided by Operating Activities 13,343
CASH FLOWS FROM INVESTING ACTIVITIES
Proceeds from Disposal of Fixed Assets 10,993
--------
Net Cash Provided by Investing Activities 10,993
CASH FLOWS FROM FINANCING ACTIVITIES
Payments on Note Payments (7,519)
Payments on Shareholder Loan (14,600)
--------
Net Cash (Used) by Financing Activities (22,119)
--------
NET INCREASE IN CASH AND CASH EQUIVALENTS 2,217
CASH AND CASH EQUIVALENTS AT BEGINNING OF YEAR 4,261
--------
CASH AND CASH EQUIVALENTS AT END OF YEAR $ 6,478
========
SUPPLEMENTAL DISCLOSURES
Cash Paid During the Year for Interest Expense $ 1,944
========
The accompanying notes are an integral part of these financial statements.
5
KINGDOM KONCRETE, INC.
NOTES TO THE FINANCIAL STATEMENTS
AUGUST 31, 2006
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 three
years has been operating a single plant 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 then on the share exchange date, had changed its
name and reorganized its capital stock.
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. Below is a summary of certain significant accounting
policies selected by management.
6
KINGDOM KONCRETE, INC.
NOTES TO THE FINANCIAL STATEMENTS
AUGUST 31, 2006
NOTE 1 - (CONTINUED)
- --------------------
Basis of Presentation:
----------------------
The Company prepares its financial statements on the accrual
basis of accounting.
Cash Equivalents:
-----------------
All highly liquid investments with original maturities of
three months or less are stated at cost which approximates
market value.
Revenue Recognition:
--------------------
Revenue is recognized at completion of services. Collections
are made at the point of sale resulting in no accounts
receivable.
Income Taxes:
-------------
Income taxes are computed using the asset and liability
method. Under the asset and liability method, deferred income
tax assets and liabilities are determined based on the
differences between the financial reporting and tax bases of
assets and liabilities and are measured using the currently
enacted tax rates and laws. A valuation allowance is provided
for the amount of deferred tax assets that, based on available
evidence, are not expected to be realized.
Advertising
-----------
Advertising and promotion costs are expensed as incurred.
These expenses were $1,563 for the eight months ending August
31, 2006.
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.
7
KINGDOM KONCRETE, INC.
NOTES TO THE FINANCIAL STATEMENTS
AUGUST 31, 2006
NOTE 1 - (CONTINUED)
- --------------------
Earnings (Loss) per Share:
--------------------------
Earnings (loss) 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
(loss) per share is identical to earnings (loss) per share
(basic).
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.
NOTE 2 - FIXED ASSETS
- ---------------------
Fixed assets at August 31, 2006 are as follows:
Machinery and Equipment $ 141,406
Office Equipment 675
Leasehold Improvements 7,245
Less: Accumulated Depreciation ( 62,767)
-----------
Total Fixed Assets $ 86,559
==========
Depreciation expense was $17,443 for the eight months ended August 31,
2006.
NOTE 3 - NOTES PAYABLE
- ----------------------
The Company acquired through a BankOne SBA loan on for a total amount
of $ with an interest rate of 6.59%. The monthly payment is $1,183
including principal and interest. Notes payable at August 31, 2006 are
as follows:
Balance Current Long-
Remaining Portion Term
--------- ------- ----
BankOne SBA Loan $ 39,508 $ 11,953 $27,555
Interest expense was $1,944 for the eight months ended August 31, 2006.
8
KINGDOM KONCRETE, INC.
NOTES TO THE FINANCIAL STATEMENTS
AUGUST 31, 2006
NOTE 4 - COMMON STOCK
- ---------------------
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. At
August 31, 2006, there were 5,000,000 shares outstanding.
NOTE 5 - INCOME TAXES
- ---------------------
The Company has adopted Statement of Financial Accounting Standards No.
109, Accounting for Income Taxes (SFAS No. 109), which requires the use
of the liability method in the computation of income tax expense and
the current and deferred income taxes payable. Under SFAS No. 109,
income tax expense consists of taxes payable for the year and the
changes during the year in deferred assets and liabilities. Deferred
income taxes are recognized for the tax consequences in future years of
differences between the tax bases and financial reporting bases of
assets and liabilities. Valuation allowances are established when
necessary to reduce deferred tax assets to the amount expected to be
realized.
The current year provision for refundable Federal income tax consists
of the following:
Refundable Federal income tax attributable to:
Current operations $ ( 4,178)
Less: Change in valuation allowance 4,178
------------
Net refundable amount $ 0
============
The current year cumulative tax effect at the minimum tax rate of 34%
of significant items comprising the Company's net deferred tax amounts
are as follows:
Deferred tax asset attributable to:
Net operating loss carryover $ ( 1,421)
Less: Valuation allowance 1,421
------------
Net deferred tax asset $ 0
============
The realization of deferred tax benefits is contingent upon future
earnings.
9
KINGDOM KONCRETE, INC.
NOTES TO THE FINANCIAL STATEMENTS
AUGUST 31, 2006
NOTE 6 - DUE TO SHAREHOLDER (RELATED PARTY TRANACTION)
- ------------------------------------------------------
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 excess funds to do
so.
NOTE 7 - COMMITMENTS AND CONTINGENCIES
- --------------------------------------
The Organization leases an office and operational facilities on a month
to month basis. Future minimum rental obligations at August 31, 2006
are as follows:
Year Ended
----------
2007 $ 1,050
2008 0
2009 0
2010 0
2011 and After 0
--------
Totals $ 1,050
========
Rent expense was $8,400 for the eight months ended August 31, 2006.
10
No dealer, salesman or any other person has been authorized to give any
quotation or to make any representations in connection with the offering
described herein, other than those contained in this Prospectus. If given or
made, such other information or representation'; must not he relied upon as
having been authorized by the Company or by any Underwriter. This Prospectus
does not constitute an offer to sell, or a solicitation of an otter to buy any
securities offered hereby in any jurisdiction to any person to whom it is
unlawful to make such an offer or solicitation in such jurisdiction.
TABLE OF CONTENTS
Prospectus Summary 2
Corporate Information 2
Summary Financial Data 2
Risk Factors 3
Forward Looking Statements 5
Dilution 6
Plan of Distribution 7
Use of Proceeds 8
Description of Business 9
Management's Discussion and Plan of Operations 15
Description of Property 16
Director's, Executive Officers and Significant Employees 16
Remuneration of Officers and Directors 16
Interest of Management and Others in Certain Transactions 17
Principal Shareholders 17
Significant Parties 18
Securities Being Offered 18
Relationship with Issuer of Experts Named in Registration Statement 19
Legal Proceedings 19
Changes In and Disagreements with Accountants on Accounting
and Financial Disclosure 19
Disclosure of Commission Position of Indemnification for
Securities Act Liabilities 19
Legal Matters 19
Experts 20
Dividend Policy 20
Capitalization 20
Transfer Agent 21
Financial Statements F-1
Until the 90th day after the later of (1) the effective date of the registration
statement or (2) the first date on which the securities are offered publicly),
all dealers that effect transactions in these securities, whether or not
participating in this offering, may be required to deliver a prospectus. This is
in addition to the dealers' obligation to deliver a prospectus when acting as
underwriters and with respect to their unsold allotments or subscriptions.
22
PART II
INFORMATION NOT REQUIRED IN PROSPECTUS
Item 1. Indemnification of Directors and Officers
Our certificate of incorporation provides that the liability of our
officers and directors for monetary damages shall be eliminated to the fullest
extent permissible under Nevada Revised Statutues, which includes elimination of
liability for monetary damages for defense of civil or criminal actions. The
provision does not affect a director's responsibilities under any other laws,
such as the federal securities laws or state or federal environmental laws.
Article Thirteen of our Articles of Incorporation states:
A director of the corporation shall not be personally liable to the
corporation or its shareholders for monetary damages for any act or omission in
his capacity as a director, except to the extent otherwise expressly provided by
a statute of the State of Nevada. Any repeal or modification of this Article
shall be prospective only, and shall not adversely affect any limitation of the
personal liability of a director of the corporation existing at the time of the
repeal or modification.
Item 2. Other Expenses of Issuance and Distribution
All expenses, including all allocated general administrative and
overhead expenses, related to the offering or the organization of the Company
will be borne by the Company.
The following table sets forth a reasonable itemized statement of all
anticipated out-of-pocket and overhead expenses (subject to future
contingencies) to be incurred in connection with the distribution of the
securities being registered, reflecting the minimum and maximum subscription
amounts.
Minimum Maximum
------- -------
SEC Filing Fee $ 64 $ 64
Printing and Engraving Expenses 1,000 5,000
Legal Fees and Expenses 2,500 15,500
Edgar Fees 2,800 2,800
Accounting Fees and Expenses 3,000 3,000
Blue Sky Fees and Expenses 4,500 7,000
Miscellaneous 2,905 405
--------- ----------
TOTAL $ 16,769 $ 33,769
As more shares are sold, we anticipate legal fees to increase due to the
liklihood of investors being from other states which could result in state blue
sky securities filings. Although our legal fees are not contingent on the number
of shares sold, it is likely that the legal fees will increase as our attorney
will charge us for these filings. Also, as more shares are sold, our printing
expenses will increase.
Item 3. Undertakings
1(a) Rule 415 Offering. If the small business issuer is registering
securities under Rule 415 of the Securities Act (230.415 of this
chapter), that the small business issuer will:
23
(1) File, during any period in which it offers or sells securities, a
post-effective amendment to this Registration Statement to:
(i) Include any prospectus required by section 10(a)(3) of the
Securities Act; and
(ii) Reflect in the prospectus any facts or events which,
individually or together, represent a fundamental change in the information in
the Registration Statement. Notwithstanding the foregoing, any increase or
decrease in volume of securities offered (if the total dollar value of
securities offered would not exceed that which was registered) and any deviation
from the low or high end of the estimated maximum offering range may be
reflected in the form of prospectus filed with the Commission pursuant to Rule
424(b) (230.424(b) of this chapter) if, in the aggregate, the changes in volume
and price represent no more than 20% change in the maximum aggregate offering
price set forth in the "Calculation of Registration Fee" table in the effective
registration statement; and
(iii) Include any additional or changed material information on the
plan of distribution.
(2) For determining liability under the Securities Act, treat each
post-effective amendment as a new registration statement of the securities
offered, and the offering of the securities at that time to be the initial bona
fide offering.
(3) File a post-effective amendment to remove from registration any of
the securities that remain unsold at the end of the offering.
(4) For determining liability of the undersigned small business issuer
under the Securities Act to any purchaser in the initial distribution of the
securities, the undersigned small business issuer undertakes that in a primary
offering of securities of the undersigned small business issuer pursuant to his
registration statement, regardless of the underwriting method used to sell the
securities to the purchaser, if the securities are offered or sold to such
purchaser by means of any of the following communications, the undersigned small
business issuer will be a seller to the purchaser and will be considered to
offer or sell such securities to purchaser:
(i) Any preliminary prospectus or prospectus of the undersigned
small business issuer relating to the offering required to be
filed pursuant to Rule 424 (230.424 of this chapter);
(ii) Any free writing prospectus relating to the offering prepared
by or on behalf of the undersigned small business issuer or
used or referred to by the undersigned small business issuer;
(iii) The portion of any other free writing prospectus relating to
the offering containing material information about the
undersigned small business issuer or its securities provided
by or on behalf of the undersigned small business issuer; and
(iv) Any other communication that is an offer in hte offering made
by the undersigned small business issuer to the purchaser.
1(g) That, for determining liability under the Securities Act to any
purchaser:
(1) If the small business issuer is relying on Rule 430B:
(i) Each prospectus filed by the undersigned small business issuer
pursuant to Rule 424(b)3 shall be deemed to be part of the registration
statement as of the date the filed prospectus was deemed part of and included in
the registration statement; and
(ii) Each prospectus required to be filed pursuant to Rule 424(b)(2),
(b)(5), or (b)(7) as part of a registration statement in reliance on Rule 430B
relating to an offering made pursuant to Rule 415(a)(1)(I), (vii), or (x) for
the purpose of providing the information required by section 10(a) of the
Securities Act shall be deemed to be part of and included in the registration
statement as of the earlier of the date such form of prospectus is first used
after effectiveness or the date of the first contract of sale of securities in
the offering described in the prospectus. As provided in Rule 430B, for
liability purposes of the issuer and any person that is at that date an
underwriter, such date shall be deemed to be a new effective date fo the
registration statement relating to the securities in the registration statement
to which that prospectus relates, and the offering of such securities at that
time shall be deemed to be the initial bona fide offering thereof. Provided
24
however, that no statement made in a registration statement or prospectus that
is part of a registration statement or made in a document incorporated or deemed
incorporated by reference into the registration statement or prospectus that is
part of the registration statement will, as to a purchaser with a time of
contract of sale prior to such effective date, supercede or modify and statement
that was made in the registration statement or prospectus that was part of the
registration statement or made in any such document immediately prior to such
effective date; or
(2) If the small business issuer is subject to Rule 430C, include the following:
Each prospectus filed pursuant to Rule 424(b) as part of a registration
statement relating to an offering, other than registration statements relying on
Rule 430B or other than prospectuses filed in reliance on Rule 430A, shall be
deemed to be part of and included in the registration statement as of the date
it is first used after effectiveness. Provided, however, that no statement made
in a registration statement or prospectus that is part of a registration
statement or made in a document incorporated or deemed incorporated by reference
into the registration statement or prospectus that is part of the registration
statement will, as to a purchaser with a time of contract of sale prior to such
first use, supercede or modify and statement that was made in the registration
statement or prospectus that was part of the registration statement or made in
any document immediately prior to such date of first use.
Registrant hereby undertakes to request acceleration of the effective
date of the registration statement under Rule 461 of the Securities Act:
Insofar as indemnification for liabilities arising under the
Securities Act of 1933 (the "Act") may be permitted to directors, officers and
controlling persons of the small business issuer pursuant to the foregoing
provisions, or otherwise, the small business issuer has been advised that in the
opinion of the Securities and Exchange Commission such indemnification is
against public policy as expressed in the Act and is, therefore, unenforceable.
In the event that a claim for indemnification against such liabilities
(other than payment by the small business issuer of expenses incurred or paid by
a director, officer or controlling person of the small business issuer in the
successful defense of any action, suit or proceeding) is asserted by such
director, officer or controlling person in connection with the securities being
registered, the small business issuer will, unless in the opinion of its counsel
the matter ahs been settled by controlling precedent, submit to a court of
appropriate jurisdiction the question whether such indemnification by it is
against public policy as expressed by the Securities Act and will be governed by
the final adjudication of such issue.
Item 4. Unregistered Securities Issued or Sold Within One Year
In August 2006, the Company issued 5,000,000 shares of common stock in
exchange for 100 % of the outstanding common stock of Kingdom Concrete, Inc., a
Texas corporation established in 2003. Of the 5,000,000 shares issued, the
President received 4,650,000 shares and Ascot Investors, LLC received 350,000,
each receiving their stock for their respective ownership in Kingdom Concrete,
Inc, the Texas corporation. At the date of exchange, the equity received for
these shares was $24,554. This stock was issued under the exemption under the
Securities Act of 1933, section 4(2); this section states that transactions by
an issuer not involving any public offering is an exempted transaction. The
company relied upon this exemption because in a private transaction in August
2006, the shareholders of a private corporation received their respective shares
for their ownership of Kingdom Concrete, Inc. which they received for equity in
that company of $24,554. The certificates evidencing the securities bear legends
stating that the shares may not be offered, sold or otherwise transferred other
than pursuant to an effective registration statement under the Securities Act,
or an exemption from such registration requirements.
25
Item 5. Exhibits
The following Exhibits are filed as part of the Registration
Statement:
Exhibit No. Identification of Exhibit
2.1 - Articles of Incorporation
2.4 - By Laws
3.1 - Specimen Stock Certificate
4.1 - Form of Subscription Agreement
10.1 - Consent of The Hall Group, CPA's
11.1 - Opinion and Consent of The Owen Law Firm, P.C.
* Filed previously
26
SIGNATURES
In accordance with the requirements of the Securities Act of 1933, the
Registrant certifies that it has reasonable grounds to believe that it meets the
requirements for filing on Form SB-1 and authorized this Registration Statement
to be signed on its behalf by the undersigned, in the City of Rockwall, State of
Texas, on October 25, 2006.
Kingdom Koncrete, Inc.
By: /s/ Edward Stevens
--------------------------
Edward Stevens, President
In accordance with the requirements of the Securities Act of 1933, this
Registration Statement has been signed below by the following persons, in the
capacities and on the dates stated.
Signature Title Date
- ---------------------- ------------------------- ----------------
/s/ Edward Stevens
- ----------------------
Edward Stevens President, Secretary, October 25, 2006
Treasurer, Director
/s/ Edward Stevens
- ----------------------
Edward Stevens Chief Executive Officer October 25, 2006
/s/ Edward Stevens
- ----------------------
Edward Stevens Chief Financial Officer October 25, 2006
/s/ Edward Stevens
- ----------------------
Edward Stevens Chief Accounting Officer October 25, 2006
27