UNITED STATES SECURITIES AND
EXCHANGE COMMISSION Washington, D.C.
20549  FORM
10-Q  (Mark One)þ
 
 QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15 (d) OF THE
  SECURITIES EXCHANGE ACT OF 1934
  For the quarterly
period endedDecember 31, 2013  OR o
 
 TRANSITION REPORT PURSUANT TO SECTION 13 OR 15 (d) OF THE
  SECURITIES EXCHANGE ACT OF 1934
 For the transition
period from ________________ to ________________  Commission file
number000-54612  CELLULAR
  CONCRETE TECHNOLOGIES, INC.(Exact name of
  registrant as specified in its charter)
  Delaware
 
 45-4511068(State or other
  jurisdiction of incorporation)
 
 (IRS Employer
  Identification No.)
 100 Pacifica Drive,
Suite 130, Irvine, CA 92618 (Address of principal
executive offices)  949-769-6522(Registrant’s telephone number,
including area code)  Indicate by check mark whether the registrant: (1) has filed all
reports required to be filed by section 13 or 15(d) of the Securities Exchange
Act of 1934 during the preceding 12 months (or for such shorter period that the
registrant was required to file such reports), and (2) has been subject to such
filing requirements for the past 90 days: YesþNoo  Indicate by check mark whether the registrant is a large
accelerated filer, an accelerated filer, non-accelerated filer or a smaller
reporting company. See definition of“accelerated filer”,“large accelerated filer”and“smaller reporting company”in Rule 12b-2 of the Exchange Act):  Large Accelerated Filero
 
 Accelerated Filero
 
 Non-Accelerated
  Filero
 
 Smaller Reporting
  Companyþ
  Indicate by check mark whether the registrant is a shell company
(as defined in Rule 12b-2 of the Exchange Act): YesoNoþ  Indicate the number of shares outstanding of each of the issuer’s classes of the
common stock, as of the latest practicable date: Common Stock, $0.0001 par
value: 26,350,000 shares outstanding as of February 10, 2014.


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Page(s)PART I–FINANCIAL INFORMATION:Item 1.
 Financial Statements (unaudited):
 
 
 3Balance Sheets as of December 31, 2013
  (unaudited) and March 31, 2013 (audited)
 
 
 3Statements of Operations for the three and nine
  months ended December 31, 2013 and 2012  and period from inception
  (February 6, 2012) through December, 2013 (unaudited)
 
 
 4Statements of Cash Flows for the nine months
  ended December 31, 2013and 2012 and period from inception (February 6, 2012)
  through December 31, 2013 (unaudited)
 
 
 5Notes to Financial Statements (unaudited)
 
 
 6Item 2.
 Management's Discussion and Analysis of
  Financial Condition and Results of Operations
 
 
 10Item 3.
 Quantitative and Qualitative Disclosures
  About Market Risk
 
 
 11Item 4T
 Controls and Procedures
 
 
 12PART II–OTHER INFORMATION:Item 1.
 Legal Proceedings
 
 
 13Item 1A
 Risk Factors
 
 
 13Item 2.
 Unregistered Sales of Equity Securities and
  Use of Proceeds
 
 
 13Item 3.
 Defaults Upon Senior Securities
 
 
 13Item 4.
 (Reserved and Removed)
 
 
 13Item 5.
 Other Information
 
 
 13Item 6.
 Exhibits
 
 
 14Signatures
 
 
 14


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PART I—FINANCIAL
INFORMATION  ITEM 1.
FINANCIAL STATEMENTS  CELLULAR CONCRETE TECHNOLOGIES, INC. (A Development Stage Company) CONDENSED BALANCE SHEETS (Unaudited)  December 31,
    
    
    March 31,2013
    
    
    2013ASSETSCurrent
      assets:Cash
      and cash equivalents
    
    $
    -
    
    
    $
    -Total
      Assets
    
    $
    -
    
    
    $
    -LIABILITIES AND STOCKHOLDERS’
      DEFICITCurrent
      liabilities:Accrued
      expenses due to founder
    
    $
    8,631
    
    
    $
    6,415Bank
      overdraft
    
    
    -
    
    
    
    16Total
      liabilities
    
    
    8,631
    
    
    
    6,431Commitments
      and contingenciesStockholders’
      deficit:Common
      stock, 100,000,000 shares authorized (par value $.0001) 26,350,000 and
      5,000,000 shares issued and outstanding as of December 31, 2013 and March
      31, 2013, respectively
    
    
    2,635
    
    
    
    2,635Additional
      paid-in capital
    
    
    1,500
    
    
    
    1,500Deficit
      accumulated during the development stage
    
    
    (12,766
    )
    
    
    (10,566
    )Total
      stockholders’ deficit
    
    
    (8,631)
    
    
    
    (6,431)TOTAL LIABILITIES AND STOCKHOLDERS'
      DEFICIT
    
    $
    -
    
    
    $
    -
     
 3


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CELLULAR CONCRETE TECHNOLOGIES, INC. (A Development Stage Company) CONDENSED STATEMENTS OF OPERATIONS (Unaudited)  February 6, 2012(inception)Three Month Periods Ended
    
    Nine Months Period Ended
    
    throughDecember 31,
    
    December
      31, 2013
    
    December 31,2013
    
    
    2012
    
    2013
    
    2012
    
    2013Revenues
    
    
    -
    
    
    
    -
    
    -
    
    -
    
    
    -EXPENSESOperating
      ExpensesGeneral and
      administrative
    
    $
    -
    
    
    $
    6,558
    
    2,200
    
    8,958
    
    $
    12,766Total operating
      expenses
    
    
    -
    
    
    
    6,558
    
    2,200
    
    8,958
    
    
    12,766NET
      LOSS
    
    $
    -
    
    
    $
    (6,558)
    
    (2,200)
    
    (8,958)
    
    $
    (12,766)BASIC AND
      DILUTED LOSS PER SHARE
    
    $
    (0.00)
    
    
    $
    (0.00)
    
    (0.00)
    
    (0.00)WEIGHTED
      AVERAGE NUMBER OFSHARES
      OUTSTANDING
    
    
    26,350,000
    
    
    
    12,824,909
    
    26,350,000
    
    12,824,909
    
 4


---



CELLULAR CONCRETE TECHNOLOGIES,
    INC.( A Development Stage Company)STATEMENTS OF CASH FLOWS
      (Unaudited)For the nine
      months ending
      December 31,
      2013
    
    
    For the nine
      months ending
      December 31,
      2012
    
    
    Inception
      (February 6,
      2012)
      through
      December,
      2013CASH FLOW FROM
      OPERATING ACTIVITIESNet
      loss
    
    $
    (2,200
    )
    
    $
    (8,958
    )
    
    $
    (12,766
    )Adjustments to
      reconcile net loss to net cash used in operating activitiesIssuance of common stock
      under consulting agreement
    
    
    -
    
    
    
    -
    
    
    
    150Change in
      Assets & LiabilitiesAccrued payroll and other
      liabilities
    
    
    2,200
    
    
    
    -
    
    
    
    8,631Change in bank
      overdraft
    
    
    -
    
    
    
    -
    
    
    
    -Net Cash used
      in operations
    
    
    -
    
    
    
    -
    
    
    
    (3,985
    )CASH FLOW FROM
      FINANCING ACTIVITIESChanges
      of advances from shareholders
    
    
    -
    
    
    
    6,455Tender of shares by
      founder
    
    
    -
    
    
    
    -
    
    
    
    (350
    )Proceeds from stock
      issuance under subscription agreement
    
    
    -
    
    
    
    2,335
    
    
    
    4,335Net Cash
      provided by financing activities
    
    
    -
    
    
    
    8,790
    
    
    
    3,985Net increase
      (decrease) in cash
    
    
    -
    
    
    
    (168)
    
    
    
    -Cash at the
      Beginning of the Period
    
    
    -
    
    
    
    200
    
    
    
    -Cash at the End
      of the Period
    
    $
    -
    
    
    $
    32
    
    
    $
    -
    
 5


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CELLULAR CONCRETE TECHNOLOGIES, INC. (A Development Stage Company) Notes to Financial Statements (unaudited)  NOTE 1 -
ORGANIZATION AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES:  (a)
    Organization
      and Business:
  Cellular
Concrete Technologies, Inc. is an emerging growth company thatwas
incorporated in the state of Delaware on February 6, 2012 andhas
licensed unique intellectual property (the Technology) for the production of the
STABLE AIR® and STABLE AIR AERATOR® products.  Further,
the company will sell its foaming aerators, and the foaming chemicals that the
aerators use to make pre-formed foam containing air that gets incorporated into
concrete mixes under the “Stable Air”®, CCT Add Air® and other brand
names.   It will also seek distributors and jobbers who will sell
or resell within their regional markets or industry niches.  On July
11, 2013, Cellular Concrete Technologies, Inc. “the Company” entered into a
Licensing Agreement (“Licensing Agreement”) with Cellular Concrete Technologies,
LLC (“Licensor”) the majority stockholder of the Company, pursuant to which the
Company was granted an, exclusive license for intellectual property as described
in Patent No. US 5,900,191, Patent No. US 6,046,255; US Patent
ApplicationNo. 13/560,882; US Trademark Stable Air®;
Canadian Trademark Stable Air ®; US Trademark CCT; US Trademark CCT Add Air ®
that includes Stable Air® and Stable Air Aerator® developed by Licensor,
principally comprising of a unique intellectual property for the production of
different types of cellular concrete: Structural lightweight concrete,
non-structural lightweight concrete, as well as infill, backfill and flowable
fill (the “Technology”).  The license includes the use and licensing
of the technology to produce a variety of customized lightweight concrete
products for the global housing market which may include lightweight concrete
aggregate panels and a “kit system” of  pre-fabricated houses or
structures on a standard format or custom made basis according to customer blue
prints, oil well cementing, flowable fill and the ready mix concrete industries.
The License is subject to immediate discontinuation if the milestones of
receiving funding of at least $200,000 by July 11, 2014, at least $400,000 by
July 11, 2015 and $800,000 by July 11. 2016 is not achieved.   (b)
    Basis of
      Presentation- development stage and going
  concern
  Going
Concern The
Company has not earned any revenue from operations since inception. Accordingly,
the Company’s activities have been accounted
for as those of a "Development Stage Enterprise" as set forth in ASC 915,
"Development Stage Entities." Among the disclosures required by ASC 915, are
that the Company’s financial statements be identified as those of a
development stage company, and that the statements of operations, stockholders'
equity and cash flows disclose activity since the date of the Company's
inception.  The
Company sustained operating losses and accumulated deficit of $12,766 as of
December 31, 2013, which raise substantial doubt about the Company’s ability to
continue as a going concern. The Company’s
continuation as a going concern is dependent on its ability to generate
sufficient cash flows from operations to meet its obligations and/or obtain
additional financing, as may be required.  Basis of
Presentation The
accompanying unaudited interim financial statements have been prepared assuming
that the Company will continue as a going concern; however, the above condition
raises substantial doubt about the Company’s ability to do so. The financial
statements do not include any adjustments to reflect the possible future effects
on the recoverability and classification of assets or the amounts and
classifications of liabilities that may result should the Company be unable to
continue as a going concern.  The
unaudited interim financial statements have been prepared by us pursuant to the
rules and regulations of the Securities and Exchange Commission. The information
furnished herein reflects all adjustments (consisting of normal recurring
accruals and adjustments) which are, in the opinion of management, necessary to
fairly present the operating results for the respective periods. Certain
information and footnote disclosures normally present in annual financialstatements
prepared in accordance with accounting principles generally accepted in the
United States of America have been omitted pursuant to such rules and
regulations. These financial statements should be read in conjunction with the
audited financial statements and notes for the year ended March 31, 2013
included in our Annual Report on Form 10-K. The results of the period from
inception (February 6, 2012) to December 31, 2013 are not necessarily indicative
of the results to be expected for the full year ending March 31,
2014.  
 6


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(c)
    Use of
      Estimates:
  The
preparation of financial statements in conformity with accounting principles
generally accepted in the United States requires management to make estimates
and assumptions that affect the amounts of assets and liabilities and disclosure
of contingent assets and liabilities at the date of the balance sheet and
reported amounts of revenues and expenses during the reporting period. Actual
results could differ from those estimates.   (d)
    Cash and Cash
      Equivalents
  For
purposes of the statement of cash flows, the Company considers highly liquid
financial instruments purchased with a maturity of three months or less to be
cash equivalents. The Company had no cash equivalent at December 31, 2013
and March 31, 2013.    
 7


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CELLULAR CONCRETE TECHNOLOGIES, INC. (A Development Stage Company) Notes to Financial Statements (unaudited) (e)
    Basic and Diluted Net Income (Loss) per Common
      Share
 Basic net income
(loss) per share (EPS) is calculated by dividing net income (loss) available to
common stockholders (numerator) by the weighted-average number of common shares
outstanding during each period (denominator). Diluted loss per share gives
effect to all dilutive common shares outstanding using the treasury stock method
and convertible preferred stock using the if-converted method.  In
computing diluted EPS, the average stock price for the period is used in
determining the number of shares assumed to be purchased from the exercise of
stock options or warrants.  Although there were common stock
equivalents outstanding as of December 31, 2013 and December 31, 2012, they were
not included in the calculation of earnings per shares because their inclusion
would have been considered anti-dilutive.  As of December 31, 2013 and
December 31, 2012, there are no Common stock equivalents outstanding at December
31, 2013 and 2012.   (f)
    Fair Value of
      Financial Instruments
 The
Financial Accounting Standards Board (FASB) issued Accounting Standards
Codification (ASC) 820-10, (formerly SFAS No.157),“Fair Value Measurements and
Disclosures" for financial assets and liabilities. FASB ASC 820-10 provides a
framework for measuring fair value and requires expanded disclosures regarding
fair value measurements. FASB ASC 820-10 defines fair value as the price that
would be received for an asset or the exit price that would be paid to transfer
a liability in the principal or most advantageous market in an orderly
transaction between market participants on the measurement date. FASB ASC 820-10
also establishes a fair value hierarchy which requires an entity to maximize the
use of observable inputs, where available.  -
    Level
      1:  Quoted prices in active markets for identical assets or
      liabilities.-
    Level
      2:  Observable inputs other than Level 1 prices such as quoted
      prices for similar assets or liabilities; quoted prices in markets that
      are not active or other inputs that are observable or can be corroborated
      by observable market data for substantially the full term of the related
      assets or liabilities.-
    Level
      3:  Unobservable inputs that are supported by little or no
      market activity and that are significant to the fair value of the assets
      or liabilities.(g)
    RecentlyIssuedAccountingPronouncements
  InMarch2013,theFASBissuedASU2013-05Topic830,“ForeignCurrencyMatters”(“ASU2013-05”).ASU2013-05resolvesthediversityinpracticeaboutwhetherSubtopic810-10,Consolidation—Overall,orSubtopic830-30,ASU2013-05appliestothereleaseofthecumulativetranslationadjustmentintonetincomewhenaparenteithersellsapartorallofitsinvestmentinaforeignentityornolongerholdsacontrollingfinancialinterestinasubsidiaryorgroupofassetsthatisanonprofitactivityorabusiness(otherthanasaleofinsubstancerealestateorconveyanceofoilandgasmineralrights)withinaforeignentity.Inaddition,theamendmentsinthisUpdateresolvethediversityinpracticeforthetreatmentofbusinesscombinationsachievedinstages(sometimesalsoreferredtoasstepacquisitions)involvingaforeignentity.ASU2013-02becameeffectiveforthecompanyprospectivelyforfiscalyears(and interim periods within those years) beginningafterDecember15,2013.TheCompanydoesnotexpecttheadoptionofthisguidancetohaveamaterial inningafterDecember15,2013 effectontheCompany’sunauditedcondensedconsolidatedfinancialstatements.  
 8


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TheFASBhasissued AccountingStandardsUpdate(ASU)No. 2013-04, Liabilities(Topic 405), “ObligationsResultingfromJoint andSeveral LiabilityArrangementsforWhichtheTotalAmountoftheObligationIsFixedattheReportingDate.”ASU2013-04providesguidancefortherecognition, measurement,anddisclosureofobligationsresultingfromjointandseveralliabilityarrangementsforwhichthetotalamountoftheobligationwithinthescopeofthisASUisfixedatthereportingdate,exceptforobligationsaddressedwithinexistingguidanceinU.S. GAAP.Theguidancerequiresanentitytomeasurethoseobligationsasthesumoftheamountthereportingentityagreedtopayonthebasisofitsarrangementamongitsco-obligorsandanyadditionalamountthereportingentityexpectstopayonbehalfofitsco-obligors.TheamendmentsinthisASUareeffectiveforfiscalyears,andinterimperiodswithinthoseyears,beginningafterDecember15,2013.TheCompanydoesnotexpecttheadoptionofthisguidancetohaveamaterialimpactontheCompany’sunauditedcondensedconsolidatedfinancialstatements. InJuly2013,theFASBissuedASU2013-11,IncomeTaxes(Topic740):PresentationofUnrecognizedTaxBenefitWhenaNetOperatingLossCarryforward,ASimilarTaxLoss,oraTaxCreditCarryforwardExists(AConsensustheFASBEmergingIssuesTaskForce).ASU2013-11providesguidanceonfinancialstatementpresentationofunrecognizedtaxbenefitwhenanetoperatinglosscarryforward,asimilartaxloss,orataxcreditcarryforwardexists.TheFASB’sobjectiveinissuingthis ASUistoeliminatediversityinpracticeresultingfromalackofguidanceonthistopicincurrentU.S.GAAP.ThisASUappliestoallentitieswithunrecognizedtaxbenefitsthatalsohavetaxlossortaxcreditcarryforwardsinthesametaxjurisdictionasofthereportingdate.ThisamendmentiseffectiveforpublicentitiesforfiscalyearsbeginningafterDecember15,2013andinterimperiodswithinthoseyears.ThecompanydoesnotexpecttheadoptionofthisstandardtohaveamaterialimpactontheCompany’sunauditedcondensedconsolidatedfinancialpositionandresultsofoperations. OtherrecentaccountingpronouncementsissuedbytheFASB(includingitsEmergingIssuesTaskForce),theAICPA,andtheSECdidnotorarenotbelievedbymanagementtohaveamaterialimpactontheCompany'spresentorfutureconsolidatedfinancialstatements.  NOTE 2 -
RELATED PARTY TRANSACTIONS  On
September 21, 2012, Cellular Concrete Technologies, LLC. (“Purchaser”) agreed to acquire 23,350,000 shares of the
Company’s common stock par value $0.0001 for a price of $0.0001
per share. At the same time, Accelerated Venture Partners, LLC agreed to tender
3,500,000 of their 5,000,000 shares of the Company’s common
stock par value $0.0001 for cancellation. Following these transactions, Cellular
Concrete Technologies, LLC owned approximately 94% of the Company’s
24,850,000 issued and outstanding shares of common stock par value $0.0001 and
the interest of Accelerated Venture Partners, LLC was reduced to approximately
6% of the total issued and outstanding shares. Simultaneously with the share
purchase, Timothy Neher resigned from the Company’s Board of
Directors and Paul Falco was simultaneously appointed to the Company’s Board of
Directors. Such action represents a change of control of the Company. The
Purchaser used their working capital to acquire the Shares. The Purchaser did
not borrow any funds to acquire the Shares.   
 9


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CELLULAR CONCRETE TECHNOLOGIES, INC. (A Development Stage Company) Notes to Financial Statements (unaudited)  NOTE 2 -
RELATED PARTY TRANSACTIONS (continued)  Prior to
the purchase of the shares, the Purchaser was not affiliated with the Company.
However, the Purchaser will be deemed an affiliate of the Company after the
share purchase as a result of their stock ownership interest in the Company. The
purchase of the shares by the Purchaser was completed pursuant to written
Subscription Agreements with the Company. The purchase was not subject to any
other terms and conditions other than the sale of the shares in exchange for the
cash payment. Concurrent with the sale of the shares, the Company will file a
Certificate of Amendment to its Certificate of Incorporation with the Secretary
of State of Delaware in order to change its name to“Cellular
Concrete Technologies, Inc.”.  On
September 24, 2012, the Company entered into a Consulting Services Agreement
with AVP. The agreement requires AVP to provide the Company with certain
advisory services that include reviewing the Company’s business
plan, identifying and introducing prospective financial and business partners,
and providing general business advice regarding the Company’s
operations and business strategy in consideration of (a) an option granted by
the Company to AVP to purchase 1,500,000 shares of the Company’s common
stock at a price of $0.0001 per share (the“AVP Option”) (which
was immediately exercised by the holder) subject to a repurchase option granted
to the Company to repurchase the shares at a price of $0.0001 per share in the
event the Company fails to complete funding as detailed in the agreement subject
to the following milestones: ●
    Milestone 1–Company’s right of repurchase will lapse with respect to
      60% of the shares upon securing $2.5 million in available cash from
      funding;●
    Milestone 2–Company’s right of repurchase will lapse with respect to
      40% of the Shares upon securing $5 million in available cash (inclusive of
      any amounts attributable to Milestone 1);
 and (b)
cash compensation at a rate of $12,500 per month. The payment of the cash
compensation is subject to the Company’s
achievement of certain designated milestones, specifically, cash compensation of
$150,000 is due consultant upon the achievement of Milestone 1, and an
additional $150,000 is due upon the achievement of Milestone 2. Upon achieving
each Milestone, the cash compensation is to be paid to consultant in the amount
then due at the rate of $12,500 per month. The total cash compensation to be
received by the consultant is not to exceed $300,000 unless the Company receives
an amount of funding in excess of the amount specified in Milestone 2. If the
Company receives equity or debt financing that is an amount less than Milestone
1, in between any of the above Milestones or greater than the above Milestones,
the cash compensation earned by the Consultant under this Agreement will be
prorated according to the above Milestones. The Company also has the option to
make a lump sum payment to AVP in lieu of the monthly cash payments.  On July
11, 2013, Cellular Concrete Technologies, Inc. “the Company” entered into a
Licensing Agreement (“Licensing Agreement”) with Cellular Concrete Technologies,
LLC (“Licensor”) the majority stockholder of the Company, pursuant to which the
Company was granted an, exclusive license for intellectual property as described
in Patent No. US 5,900,191, Patent No. US 6,046,255; US Patent
ApplicationNo. 13/560,882; US Trademark Stable Air®;
Canadian Trademark Stable Air ®; US Trademark CCT; US Trademark CCT Add Air ®
that includes Stable Air® and Stable Air Aerator® developed by Licensor,
principally comprising of a unique intellectual property for the production of
different types of cellular concrete: Structural lightweight concrete,
non-structural lightweight concrete, as well as infill, backfill and flowable
fill (the “Technology”).  The license includes the use and licensing
of the technology to produce a variety of customized lightweight concrete
products for the global housing market which may include lightweight concrete
aggregate panels and a “kit system” of  pre-fabricated houses or
structures on a standard format or custom made basis according to customer blue
prints, oil well cementing, flowable fill and the ready mix concrete industries.
The License is subject to immediate discontinuation if the milestones of
receiving funding of at least $200,000 by July 11, 2014, at least $400,000 by
July 11, 2015 and $800,000 by July 11. 2016 is not achieved.   
 10


---



The  officers and directors of the Company are
involved in other business activities and may, in the future, become involved in
additional business opportunities that become available. A conflict may arise in
selecting between the Company and other business interests. The Company has not
formulated a policy for the resolution of such conflicts.  We depend
on our officers and directors, to provide the Company with the necessary funds
to implement our business plan, as necessary. The Company does not have a
funding commitment or any written agreement for our future required cash
needs.  The
majority shareholder has advanced funds, as necessary. These advances are
considered temporary in nature and are payable on demand. There is no formal
document describing the terms of this arrangement (maturity date and interest
rates). As of December 31, 2013, the debts, in the amount of $8,631, were due to
shareholder.  The
Company does not own or lease property or lease office space. The office space
used by the Company was arranged by the officers and directors of the
Company to use at no charge.  The above
amount is not necessarily indicative of the amount that would have been incurred
had a comparable transaction been entered into with independent
parties.    
 11


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CELLULAR CONCRETE TECHNOLOGIES, INC. (A Development Stage Company) Notes to Financial Statements (unaudited)  NOTE
3–STOCKHOLDER’S
DEFICIT  The
Company is currently issuing only one class of common stock, and this has been
issued at two different prices since inception. The Company is authorized to
issue 100,000,000 shares of common stock. As of December 31, 2013, 26,350,000
shares of common stock were issued and outstanding.  On
February 6, 2012 (inception date), the company issued 5,000,000 shares for cash
of $2,000 to the founder of the Company.  On
September 21, 2012, Cellular Concrete Technologies, LLC. (“Purchaser”) agreed to acquire 23,350,000 shares of the
Company’s common stock par value $0.0001 for a price of $0.0001
per share. At the same time, Accelerated Venture Partners, LLC agreed to tender
3,500,000 of their 5,000,000 shares of the Company’s common
stock par value $0.0001 for cancellation. Following these transactions, Cellular
Concrete Technologies, LLC owned approximately 94% of the Company’s
24,850,000 issued and outstanding shares of common stock par value $0.0001 and
the interest of Accelerated Venture Partners, LLC was reduced to approximately
6% of the total issued and outstanding shares. Simultaneously with the share
purchase, Timothy Neher resigned from the Company’s Board of
Directors and Paul Falco was simultaneously appointed to the Company’s Board of
Directors. Such action represents a change of control of the Company. The
Purchaser used their working capital to acquire the Shares. The Purchaser did
not borrow any funds to acquire the Shares.  NOTE 4–INCOME
TAXES  The
Company has incurred net operating losses since inception. The Company has not
reflected any benefit of such net operating loss carry forward in the financial
statements.  In
assessing the realization of deferred tax assets, management considers whether
it is more likely than not that some portion or all of the deferred tax assets
will not be realized. The ultimate realization of deferred tax assets is
dependent upon the generation of future taxable income.  Based on
the level of historical taxable losses and projections of future taxable income
(losses) over the periods in which the deferred tax assets can be realized,
management currently believes that it is more likely than not that the Company
will not realize the benefits of these deductible differences. Accordingly, the
Company has provided a valuation allowance against the gross deferred tax assets
as follows:  December 31,
      2013
      (Unaudited)
    
    
    March 31,
      2013Gross deferred tax assets
    
    $
    12,766
    
    
    $
    10,566Valuation allowance
    
    
    (12,766)
    
    
    
    (10,566)Net deferred tax asset
    
    $
    —
    
    
    $
    —
  As of
December 31, 2013 the Company had a net operating loss carryforward of
approximately $12,766 which will begin to expire in the tax year
2028.  Federal
tax laws impose significant restrictions on the utilization of net operating
loss carry forwards and research and development credits in the event of a
change in ownership of the Company, as defined by the Internal Revenue Code
Section 382. The Company’s net operating loss carry forwards and
research and development credits may be subject to the above
limitations.  
 12


---



In accordance with
GAAP, the Company is required to determine whether a tax position of the Company
is more likely than not to be sustained upon examination by the applicable
taxing authority, including resolution of any related appeals or litigation
processes, based on the technical merits of the position. The Company files an
income tax return in the U.S. federal jurisdiction, and may file income tax
returns in various U.S. state and local jurisdictions.  The tax benefit to
be recognized is measured as the largest amount of benefit that is greater than
fifty percent likely of being realized upon ultimate
settlement.  De-recognition of a tax benefit previously recognized
could result in the Company recording a tax liability that would reduce net
assets. This policy also provides guidance on thresholds, measurement,
de-recognition, classification, interest and penalties, accounting in interim
periods, disclosure, and transition that is intended to provide better financial
statement comparability among different entities.  It must be applied
to all existing tax positions upon initial adoption and the cumulative effect,
if any, is to be reported as an adjustment to stockholder’s equity. Based on its analysis, the Company has
determined that the adoption of this policy did not have a material impact on
the Company’s financial statements upon adoption. However, management’s
conclusions regarding this policy may be subject to review and adjustment at a
later date based on factors including, but not limited to, on-going analyses of
and changes to tax laws, regulations and interpretations thereof. The Company recognizes interest accrued
related to unrecognized tax benefits in interest expense and penalties in
operating expenses. The 2012 and 2013 federal and state tax
returns are open to examination for the years.        
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ITEM 2.MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS.  Cellular Concrete Technologies, Inc.(“we”,“our”,“us”or the“Company”)is an emerging growth company thatwas incorporated in the state of Delaware on February 6, 2012 andhas licensed unique intellectual property (the Technology) for the production of the STABLE AIR® and STABLE AIR AERATOR® products.  Further, the company will sell its foaming aerators, and the foaming chemicals that the aerators use to make pre-formed foam containing air that gets incorporated into concrete mixes under the “Stable Air”®, CCT Add Air® and other brand names.   It will also seek distributors and jobbers who will sell or resell within their regional markets or industry niches.  On July 11, 2013, Cellular Concrete Technologies, Inc. “the Company” entered into a Licensing Agreement (“Licensing Agreement”) with Cellular Concrete Technologies, LLC (“Licensor”) the majority stockholder of the Company, pursuant to which the Company was granted an, exclusive license for intellectual property as described in Patent No. US 5,900,191, Patent No. US 6,046,255; US Patent ApplicationNo. 13/560,882; US Trademark Stable Air®; Canadian Trademark Stable Air ®; US Trademark CCT; US Trademark CCT Add Air ® that includes Stable Air® and Stable Air Aerator® developed by Licensor, principally comprising of a unique intellectual property for the production of different types of cellular concrete: Structural lightweight concrete, non-structural lightweight concrete, as well as infill, backfill and flowable fill (the “Technology”).  The license includes the use and licensing of the technology to produce a variety of customized lightweight concrete products for the global housing market which may include lightweight concrete aggregate panels and a “kit system” of pre-fabricated houses or structures on a standard format or custom made basis according to customer blue prints, oil well cementing, flowable fill and the ready mix concrete industries. The License is subject to immediate discontinuation if the milestones of receiving funding of at least $200,000 by July 11, 2014, at least $400,000 by July 11, 2015 and $800,000 by July 11. 2016 is not achieved.  Results of Operations  For the three months ending December 31, 2013 the Company had no revenues and no expenses as compared to a net loss of $(6,558) for the three months ended December 31, 2012. The Company had no activities and did not engage in any transactions for the three months ending December 31, 2013..  For the nine months ending December 31, 2013 the Company had no revenues and incurred $(2,200) of general and administrative expenses as compared to a net loss of $(8,958) for nine months ended December 31, 2012. The net loss for the nine months ending December 31, 2013 was attributable to accounting fees of $2,200.  For the period from inception (February 6, 2012) through December 31, 2013, the Company had no activities that produced no revenues from operations and had a net loss of $(12,766), due to legal, accounting, audit and other professional service fees incurred in relation to the formation of the Company and the filing of the Company’s Registration Statement on Form 10 filed in February 2012 and other SEC-related compliance matters.    
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Liquidity
and Capital Resources  As of
December 31, 2013, the Company had assets equal to $0 and had $8,631 in current
liabilities.  The
following is a summary of the Company's cash flows from operating, investing,
and financing activities:  For the
Cumulative Period from Inception (February 6, 2012) through December 31,
2013:  Operating activities
    
    $
    (3,985)Investing activities
    
    
    -Financing activities
    
    $
    3,985Net effect on cash
    
    $
    -
  The
Company has nominal assets and has generated no revenues since inception. The
Company is also dependent upon the receipt of capital investment or other
financing to fund its ongoing operations and to execute its business plan of
seeking a combination with a private operating company. These factors raise
substantial doubt about the Company’s ability to continue as a going concern.
 If continued funding and capital resources are unavailable at reasonable
terms, the Company may not be able to implement its plan of
operations.  Plan of
Operations  Cellular
Concrete Technologies, Inc. is an emerging growth company that has licensed
unique intellectual property (the Technology) for the production of the STABLE
AIR® and STABLE AIR AERATOR® products.  Further,
the company will sell its foaming aerators, and the foaming chemicals that the
aerators use to make pre-formed foam containing air that gets incorporated into
concrete mixes under the “Stable Air”®, CCT Add Air® and other brand
names.   It will also seek distributors and jobbers who will sell
or resell within their regional markets or industry niches.  On July
11, 2013, Cellular Concrete Technologies, Inc. “the Company” entered into a
Licensing Agreement (“Licensing Agreement”) with Cellular Concrete Technologies,
LLC (“Licensor”) the majority stockholder of the Company, pursuant to which the
Company was granted an, exclusive license for intellectual property as described
in Patent No. US 5,900,191, Patent No. US 6,046,255; US Patent
ApplicationNo. 13/560,882; US Trademark Stable Air®;
Canadian Trademark Stable Air ®; US Trademark CCT; US Trademark CCT Add Air ®
that includes Stable Air® and Stable Air Aerator® developed by Licensor,
principally comprising of a unique intellectual property for the production of
different types of cellular concrete: Structural lightweight concrete,
non-structural lightweight concrete, as well as infill, backfill and flowable
fill (the “Technology”).  The license includes the use and licensing
of the technology to produce a variety of customized lightweight concrete
products for the global housing market which may include lightweight concrete
aggregate panels and a “kit system” of  pre-fabricated houses or
structures on a standard format or custom made basis according to customer blue
prints, oil well cementing, flowable fill and the ready mix concrete industries.
The License is subject to immediate discontinuation if the milestones of
receiving funding of at least $200,000 by July 11, 2014, at least $400,000 by
July 11, 2015 and $800,000 by July 11. 2016 is not achieved.  Off-Balance Sheet Arrangement  The
Company does not have any off-balance sheet arrangements that have or are
reasonably likely to have a current or future effect on the Company’s
financial condition, changes in financial condition, revenues or expenses,
results of operations, liquidity, capital expenditures or capital resources that
is material to investors.  ITEM 3.
QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK  As a“smaller reporting company”as defined by Item 10 of
Regulation S-K, the Company is not required to provide information required by
this Item.   
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ITEM 4T.
CONTROLS AND PROCEDURES  Evaluation
of Disclosure Controls and Procedures  We
conducted an evaluation, under the supervision and with the participation of
management, including our chief executive officer (our principal executive
officer principal financial officer and principle accounting officer), of the
effectiveness of the design and operation of our disclosure controls and
procedures (as defined in Rules 13a-15(e) and 15d-15(e) under the Securities
Exchange Act of 1934, as amended) as of the end of the period covered by this
quarterly report.  Based on
this evaluation, our chief executive officer (our principal executive officer
principal financial officer and principle accounting officer) concluded that as
of December 31, 2013 our disclosure controls and procedures were not effective.
Our procedures were designed to ensure that the information relating to our
company required to be disclosed in our SEC reports is recorded, processed,
summarized, and reported within the time periods specified in SEC rules and
forms, and is accumulated and communicated to our management, including our
chief executive officer, as appropriate to allow for timely decisions regarding
required disclosure. Management is currently evaluating the current disclosure
controls and procedures in place to see where improvements can be
made.  The
determination that our disclosure controls and procedures were not effective as
of December 31, 2013 are a result of:  1.
Insufficient segregation of duties due to the limited size of our staff and
budget.  2. No
independent audit committee oversight of the company's external financial
reporting and internal control over financial reporting.  Continuing
Remediation Efforts to address deficiencies in Company’s Internal Control over
Financial Reporting  Once the
Company is engaged in a business of merit and has sufficient personnel
available, then our Board of Directors, in particular and in connection with the
aforementioned deficiencies, will establish the following remediation
measures:  1.Our
Board of Directors will nominate an audit committee or a financial expert on our
Board of Directors in the next fiscal year.  2.We will
appoint additional personnel to assist with the preparation of the Company’s
financial reporting.  Changes in
Internal Control Over Financial Reporting  There were
no changes (including corrective actions with regard to significant deficiencies
or material weaknesses) in our internal controls over financial reporting that
occurred during the fiscal quarter ended September 30, 2013 that has materially
affected, or is reasonably likely to materially affect, our internal control
over financial reporting.   
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PART II—OTHER INFORMATION   ITEM 1.LEGAL PROCEEDINGS.  To the best knowledge of the sole officer and sole director, the Company is not a party to any legal proceeding or litigation.  ITEM 1A.RISK FACTORS.  As a“smaller reporting company”as defined by Item 10 of Regulation S-K, the Company is not required to provide information required by this Item  ITEM 2.UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS.  None.  ITEM 3.DEFAULTS UPON SENIOR SECURITIES.  None.  ITEM 4. (REMOVED AND RESERVED).  None.  ITEM 5.OTHER INFORMATION.  None.   
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ITEM 6.EXHIBITS.  Exhibit No.

   

   Description31.1

   

   Certification of the Company’s Principal Executive Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002, with respect to the registrant’s Quarterly Report on Form 10-Q for the quarter ended December 31, 2013.31.2

   

   Certification of the Company’s Principal Financial Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002, with respect to the registrant’s Quarterly Report on Form 10-Q for the quarter ended December 31, 2013.32.1

   

   Certification of the Company’s Principal Executive Officer and Principal Financial Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes Oxley Act of 2002.101.DEF

   

   XBRL Taxonomy Extension Definition Linkbase Document101.INS

   

   XBRL Instance Document101.SCH

   

   XBRL Taxonomy Extension Schema Document101.CAL

   

   XBRL Taxonomy Extension Calculation Linkbase Document101.LAB

   

   XBRL Taxonomy Extension Label Linkbase Document101.PRE

   

   XBRL Taxonomy Extension Presentation Linkbase Document101.DEF

   

   XBRL Taxonomy Extension Definition Linkbase Document
   SIGNATURES  In accordance with the requirements of the Exchange Act, the registrant caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.  Dated: February 10, 2014CELLULAR CONCRETE TECHNOLOGIES, INC.By:

   /s/Paul FalcoPaul FalcoCEO
    
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