SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-Q

(Mark One)

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

For the quarterly period ended June 30, 2013

OR

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

From the transition period from ___________ to ____________.

Commission File Number 333-166057

SPECIALTY CONTRACTORS, INC.

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

Nevada	27-1897718
(State or other jurisdiction of incorporation or organization)	(IRS Employer Identification No.)

1541 E. I-30, Rockwall, Texas 75087

(Address of principal executive offices)

  (214) 457-1227

(Issuer's telephone number)

N/A

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

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

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

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company. See the definitions of “large accelerated filer,” “accelerated filer” and “smaller reporting company” in Rule 12b-2 of the Exchange Act:

Large Accelerated Filer [  ]	Accelerated Filer [  ]
Non-Accelerated Filer [  ]	Smaller Reporting Company [X]

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

As of August 15, there were 6,787,834 shares of Common Stock of the issuer outstanding.

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TABLE OF CONTENTS

	PART I FINANCIAL STATEMENTS
Item 1	Consolidated Financial Statements	3
Item 2	Management’s Discussion and Analysis or Plan of Operation	9
	PART II OTHER INFORMATION
Item 1	Legal Proceedings	11
Item 2	Changes in Securities	11
Item 3	Default upon Senior Securities	11
Item 4	Submission of Matters to a Vote of Security Holders	11
Item 5	Other Information	11
Item 6	Exhibits	11

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SPECIALTY CONTRACTORS, INC.
CONSOLIDATED BALANCE SHEETS
(Unaudited)
ASSETS		June 30, 2013			December 31, 2012
Current assets
Cash	$	16,135		$	91,632
Inventory		210,289			—
Total current assets		226,424			91,632
Assets of discontinued operations		—			4,236
TOTAL ASSETS	$	226,424		$	95,868
LIABILITIES AND STOCKHOLDERS' EQUITY
Current liabilities
Accounts payable	$	11,089		$	1,655
Liabilities of discontinued operations		—			7,403
Line of credit		196,976			20,767
Total current liabilities		208,065			29,825
TOTAL LIABILITIES		208,065			29,825
Stockholders’ equity
Preferred stock, $0.001 par value, 20,000,000 authorized,
-0-  issued and outstanding at June 30, 2013 and December 31, 2012		—			—
Common stock, $0.001 par value, 50,000,000 authorized,
6,787,834 and 6,777,834 issued and outstanding at June 30, 2013 and December 31, 2012,  respectively		6,788			6,778
Additional paid-in-capital		315,188			310,098
Accumulated deficit		(303,617	)		(250,833	)
Total stockholders’ equity		18,359			66,043
TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY	$	226,424		$	95,868
See accompanying summary of accounting policies and notes to unaudited consolidated financial statements.

3

SPECIALTY CONTRACTORS, INC.

CONSOLIDATED STATEMENTS OF OPERATIONS

FOR THE THREE AND SIX MONTHS ENDED JUNE 30, 2013 AND 2012

(Unaudited)

	Three Months Ended						Six Months Ended
	June 30, 2013			June 30, 2012			June 30, 2013			June 30, 2012
Revenue	$	—		$	—		$	—		$	—
Cost of revenues		—			—			—			—
Gross Profit		—			—			—			—
Operating Expenses:
Depreciation and Amortization		—			2,076			—			5,202
General and Administrative		18,443			5,619			32,589			20,457
Loss on acquisition of Alpha Wise		—			—			28,528			—
Total Operating Expenses		18,443			7,695			61,117			25,659
Operating Loss		(18,443	)		(7,695	)		(61,117	)		(25,659	)
Other Expense
Interest Income		1			—			2			—
Interest Expense, net		—			(481	)		—			(946	)
Total Expense		1			(481	)		2			(946	)
Net Loss Before Discontinued Operations		(18,442	)		(8,176	)		(61,115	)		(26,605	)
Gain from Discontinued Operations		—			—			16,294			—
Loss from Discontinued Operations		—			(3,009	)		(7,963	)		(7,374	)
Total Gain/(Loss) from Discontinued Operations		—			(3,009	)		8,331			(7,374	)
Net Loss	$	(18,442	)	$	(11,185	)	$	(52,784	)	$	(33,979	)
Basic and Diluted Loss per share	$	(0.00	)	$	(0.00	)	$	(0.01	)	$	(0.01	)
Weighted Average Shares Outstanding:
Basic and Diluted		6,787,834			6,777,834			6,784,519			6,777,834
Basic and Diluted Loss per share - continuing operations	$	(0.00	)	$	(0.00	)		(0.01	)	$	(0.00	)
Basic and Diluted Loss per share - discontinued operations	$	(0.00	)	$	(0.00	)		(0.00	)	$	(0.00	)
Basic and Diluted Loss per share	$	(0.00	)	$	0.00	)		(0.01	)	$	(0.01	)

See accompanying summary of accounting policies and notes to unaudited consolidated financial statements.

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SPECIALTY CONTRACTORS, INC.
CONSOLIDATED STATEMENTS OF CASH FLOWS
FOR THE SIX MONTHS ENDED JUNE 30, 2013 and 2012 (Unaudited)
		June 30, 2013			June 30, 2012
CASH FLOWS FROM OPERATING ACTIVITIES
Net loss	$	(52,784	)	$	(32,479	)
Adjustments to reconcile net loss to net cash
used by operating activities:
Depreciation and amortization expense		—			1,528
Amortization of deferred financing costs		—			5,202
Loss on acquisition		28,528			—
Stock Issued for Services		5,100			—
Changes in operating assets and liabilities:
Inventory		(10,738	)		—
Accounts receivable		—			(2,720	)
Prepaid expenses		—			6,400
Accounts payable		5,392			3,673
Accrued expenses		(7,403	)		1,888
NET CASH USED BY OPERATING ACTIVITIES		(31,905	)		(16,508	)
CASH FLOWS FROM INVESTING ACTIVITIES
Cash paid for purchase of fixed assets
Disposal of fixed assets		4,236			—
NET CASH PROVIDED BY INVESTING ACTIVITIES		4,236			—
CASH FLOWS FROM FINANCING ACTIVITIES
Proceeds from shareholder advances		—			1,300
Borrowing on Building Line of Credit		2,939			—
Purchase of treasury stock		(30,000	)		—
Repayments on debt		(20,767	)		—
NET CASH (USED) PROVIDE BY  FINANCING ACTIVITIES		(47,828	)		1,300
NET CHANGE IN CASH AND CASH EQUIVALENTS		(75,497	)		(15,208	)
CASH AND CASH EQUIVALENTS AT BEGINNING OF PERIOD		91,632			153,642
CASH AND CASH EQUIVALENTS AT END OF PERIOD	$	16,135		$	138,434
SUPPLEMENTAL DISCLOSURES
Cash Paid During the Period for Interest Expense	$	—		$	3,758
Cash Paid During the Period for Taxes	$	—		$	—
Noncash investing and financing activities:
Acquisition of Alpha Wise	$	30,000		$	—
See accompanying summary of accounting policies and notes to the unaudited consolidated financial statements.

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SPECIALTY CONTRACTORS, INC.

NOTES TO THE UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS

June 30, 2013

(Unaudited)

NOTE 1 – NATURE OF ACTIVITIES AND SIGNIFICANT ACCOUNTING POLICIES

Nature of Activities, History and Organization:

SPECIALTY CONTRACTORS, Inc. (“SPECIALTY”, the “Company”) was incorporated under the laws of the State of Nevada on November 18, 2009.  The Company operates as a contractor and performing specialty construction projects primarily in the State of Texas.

The Company operates on a calendar year-end.   The Company operates in only one business segment.

Basis of Accounting and Consolidation:

The Company prepares its financial statements on the accrual basis of accounting.  It had one subsidiary, Texas Deco Pierre LLC, in 2012 which was divested in the first quarter of 2013, and purchased another subsidiary, Alpha Wise Assets, LLC, which is consolidated. All intercompany balances and transactions are eliminated.  Investments in subsidiaries are reported using the consolidation method.

The accompanying unaudited interim consolidated financial statements have been prepared in accordance with accounting principles generally accepted in the United States and applicable Securities and Exchange Commission (“SEC”) regulations for interim financial information. These consolidated financial statements are unaudited and, in the opinion of management, include all adjustments (consisting of normal recurring accruals) necessary to make the consolidated financial statements not misleading, and to present fairly the balance sheets, statements of operations and statements of cash flows for the periods presented in accordance with accounting principles generally accepted in the United States. Certain information and footnote disclosures normally included in financial statements prepared in accordance with accounting principles generally accepted in the United States have been condensed or omitted pursuant to SEC rules and regulations. It is presumed that users of this interim consolidated financial information have read or have access to the audited consolidated financial statements and footnote disclosure for the preceding fiscal year. Operating results for the interim periods presented are not necessarily indicative of the results that may be expected for the year ending December 31, 2013. Notes to the consolidated financial statements which would substantially duplicate the disclosure contained in the audited consolidated financial statements for the most recent fiscal year ended December 31, 2012 as reported in form 10-K have been omitted.

These financial statements have been prepared on a going concern basis which assumes the Company will be able to realize its assets and discharge its liabilities in the normal course of business for the foreseeable future. The Company anticipates future losses in the development of its business raising substantial doubt about the Company’s ability to continue as a going concern.

Going Concern

At June 30, 2013, the Company has limited revenues and cash flows. As such, the accompanying financial statements have been prepared assuming that the Company will continue as a going concern. The Company does not have sufficient working capital for its planned activities, which raises substantial doubt about its ability to continue as a going concern.

Continuation of the company as a going concern is dependent upon obtaining additional working capital and the management of the Company will accomplish this objective through short-term loans from related parties and additional equity investments, if necessary, which will enable the Company to continue operations for the coming year.

Discontinued Operations

In accordance with ASC 205-20, Presentation of Financial Statements – Discontinued Operations, we reported the results of our former subsidiary, Texas Deco Pierre, as a discontinued operation. The application of ASC 205-20 is discussed in Note 5 below.

Reclassifications

Certain amounts in the prior period financial statements have been reclassified to conform to the current period presentation.

Recently Issued Accounting Pronouncements:

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

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SPECIALTY CONTRACTORS, INC.

Notes to the Consolidated Financial Statements

June 30, 2013

(Unaudited)

NOTE 2 – INVENTORY 

Real estate is recorded at cost. Costs related to the acquisition,  development, construction and improvement of properties are  capitalized.  Interest costs are capitalized until construction is substantially complete. When sold or otherwise disposed of, the related asset cost and accumulated  depreciation  are removed from the respective  accounts and the net difference,  less any amount realized from disposition,  is reflected in income. Ordinary  repairs and  maintenance  that do not extend the life of the asset are expensed as incurred. Inventory of real estate was $210,289 and $0 at June 30, 2013 and December 31, 2012, respectively.

NOTE 3 – LINE OF CREDIT

At December 31, 2012, the Company had a line of credit (“LOC”) with CGC Ventures, an affiliate of our CFO (see Note 3), with an amount outstanding under this line of $20,767.

At June 30, 2013, the Company has a line of credit (“LOC”) with Independent Bank.  The LOC has a $208,500 credit limit, and bears an interest rate of 5.25% per annum, due September 2, 2013. Our CFO has guaranteed the building loan for the home which is currently listed for sale..  As of June 30, 2013, the amount outstanding under this line of credit was $196,976. This balance was carried over as a result of the acquisition of Alpha Wise Assets, LLC. See Note 4.

The Company has pledged 100% of the inventory owned by Specialty Contractors, Inc. or its affiliates as collateral against this line of credit.  The line of credit has no financial covenants.

NOTE 4 – RELATED PARTY TRANSACTIONS

In March 2013, the Company issued the President 10,000 common shares valued at $5,100 for his services as an officer.

During the six months ended June 30, 2013, $5,250 was paid to Yorkdale Capital, a related party entity, partly owned by Charles Smith, CFO, for services and expenses paid on behalf of the Company and $4,500 was due as of June 30, 2013.

NOTE 5 -- ASSET PURCHASE AGREEMENT

On February 28, 2013, we purchased 100% of Alpha Wise Assets, LLC (“Alpha Wise”), a Texas limited liability company (the “Seller”). The asset purchase was determined to constitute a business under ASC 805 and therefore business combination accounting has been followed.

The purchase price for the assets was $30,000 (the “Purchase Price”) which was paid to repurchase 5,970,000 shares of common stock which was then immediately reissued for 100% of Alpha Wise. The Company is in process of having the financial statements of Alpha Wise audited in accordance with Generally Accepted Accounting Principles (GAAP) and as required by the rules and regulations as promulgated by the Securities and Exchange Commission in connection with the acquisition of a business entity.

A summary of the purchase price allocation is shown below:

Purchase Price Allocation
	Accounts Payable	(1,239)
	Inventory	199,551
	Note Payable	(194,037)
	Advances	(2,803)
	Loss on acquisition [1]	28,528
	Total Purchase Price	30,000

[1] A loss on acquisition was recorded as the inventory asset was recorded at its fair value to be sold and does not constitute goodwill as there is no identifiable value in the business acquired beyond the inventory purchased.

Following is an unaudited pro forma income statement as if the asset purchase had been consummated as of January 1, 2012:

6 Months Ended June 30, 2012
	Proforma
Revenue	$	42,879
Net Income (Loss)	$	(62,844	)
Basic and Diluted Loss per Common Share	$	(0.01	)
Basic and Diluted Weighted Average Common Shares Outstanding		6,777,834

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Six Months Ended June 30, 2013
	Proforma
Revenue	$	-
Net Income (Loss)	$	(52,911	)
Basic and Diluted Loss per Common Share	$	(0.01	)
Basic and Diluted Weighted Average Common Shares Outstanding		6,784,519

NOTE 6 -- SALE OF TEXAS DECO PIERRE, LLC AND DISCONTINUED OPERATIONS

On February 28, 2013 the Company sold its subsidiary Texas Deco Pierre, LLC (TDP) to the former President of the Company in exchange for indemnification for all acts and activities that may result from the operation of TDP.

As a result of the sale of TDP, the Company’s investment in TDP of $30,000, the related intercompany receivables of $28,500 and payments made on the LOC on behalf of TDP of $41,565 were written off as of the date of disposition. A loss of $7,963 was recorded for the disposition of TDP for the year quarter ended March 31, 2013 which consisted of its losses as of February 28, 2013.

The Company had a line of credit as referenced in Note 2 with CGC Ventures, an affiliate of our CFO. In conjunction with the divesting of our subsidiary, Texas Deco Pierre, LLC, on February 28, 2013, CGC Ventures forgave the balance due on the line of credit of $20,767.

A summarized operating result for discontinued operations is as follows:

	For the Two Months Ended February 28, 2013
Revenues	$	6,812
Cost of revenues		1,947
Depreciation expense		—
Operating expenses		12,828
Operating loss		7,963
Interest expense		—
Net loss from discontinued operations	$	7,963
Summary of asset and liabilities of discontinued operations is as follows:
Cash	$	29,704
Property and equipment, net		4,236
Total assets of discontinued operations		33,940
Accounts payable and accrued expenses		2,988
Intercompany payable		58,500
Shareholder advance		3,415
Note payable – short term		62,333
Total liabilities of discontinued operations	$	127,236

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ITEM 2: Management’s Discussion and Analysis

EXECUTIVE OVERVIEW:

The national economy and the housing market saw strengthening and we saw an increase in sales in our area due to that. We are hopeful that we will be able to sell the home we have in Inventory in the third quarter of 2013.

At June 30, 2013, we have a home in inventory that is awaiting final inspection and is on the market. We expect to turn this property at a profit in 2013.

In conjunction with the divestiture and then purchase of subsidiaries, we are now in the home building business. We believe that given the times we live in of low interest rates and the ability to get financing for construction, that the Company will be able to generate cash flow from operations by taking advantage of market conditions in the home building industry. Additionally, the current Administration and Congress are discussing rules to relax the lending standards which would provide great access to home mortgage loans for people that would not qualify under current standards.

Result of our operations for the three and six months ended June 30, 2013 and 2012.

REVENUE:  Revenue was $0 for both the three and six months ended June 30, 2013 and 2012.

COST OF REVENUE: Cost of revenues was $0 for both the three and six months ended June 30, 2013 and 2012.

OPERATING EXPENSES. Operating expenses for the three months ended June 30, 2013 and June 30, 2012 were $18,442 and $7,695 respectively. Operating expenses for the six months ended June 30, 2013 and 2012 were $32,589 and $25,659, respectively.

OTHER INCOME AND EXPENSE. Other income and expense included interest expense of $0 and $481 for the three months ended June 30, 2013 and 2012 respectively, and $0 and $946 for the six months ended June 30, 2013 and 2012 respectively. Interest income of $2 and $0 was recorded for the six months ended June 30, 2013 and 2012 respectively. Additionally, we recorded a gain of $16,294 from discontinued operations in the six months ended June 30, 2013 due to the divestiture of a subsidiary, and a loss on acquisition of a subsidiary of $28,528.

NET LOSS. The net loss from continuing operations for the three months ended June 30, 2013 and 2012 was $18,442 and $11,185, respectively. Net loss for the six months ended June 30, 2013 and 2012 respectively was $52,784 and $33,979 which included a gain of $16,294 from discontinued operations and a loss on acquisition of a subsidiary of $28,528.

LIQUIDITY AND CAPITAL RESOURCES.  The Company believes it has sufficient funds to support its business for the next twelve months.

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

Short Term Liquidity:

The Company relies on one primary funding source for short term liquidity needs: advances from the line of credit. The Company has borrowed $196,976 and $20,767 as of June 30, 2013 and December 31, 2012, respectively, for working capital.  The line of credit accrues interest at 5.25%. We finance our inventory through the line of credit. We do not have any commitments for equity funding at this time. As such there is no assurance that we can raise additional capital from external sources, the failure of which could cause us to curtail operations.

Long Term Liquidity:

The long term liquidity needs of the Company are projected to be met primarily through the cash flow provided by operations. Cash flow used in Operating Activities for the three months ended June 30, 2013 was $7,361 after taking out the effects of the financed inventory and the loss on discontinued operations.  We anticipate cash flow from operating activities to improve. Future cash flow will be derived from line of credit advances to fund our expected loss.

9

GOING CONCERN: The Company has limited operations and has working capital of $18,359 and an accumulated deficit of $303,617 as of June 30, 2013. Because of this accumulated deficit and limited operations, the Company may require additional working capital to survive. The Company intends to raise additional working capital either through private placements or bank loans or loans from management if there is need for liquidity to alleviate the substantial doubt to continuing as a going concern. There are no assurances that the Company will be able to do any of these. No assurance can be given that additional financing will be available, or if available, will be on terms acceptable to the Company.  If adequate working capital cannot be generated, the Company may not be able to continue its operations. These factors raise substantial doubt about the Company’s ability to continue as a going concern.

Item 3:  Quantitative and Qualitative Disclosures About Market Risk

Not applicable.

Item 4.  Controls and Procedures

Evaluation of Disclosure Controls and Procedures

We carried out an evaluation of the effectiveness of the design and operation of our disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) as of June 30, 2013.  This evaluation was accomplished under the supervision and with the participation of our chief executive officer / principal executive officer, and chief financial officer / principal financial officer who concluded that our disclosure controls and procedures are not effective.

Based upon an evaluation conducted for the period ended June 30, 2013, our Chief Executive Officer and Chief Financial Officer as of June 30, 2013 and as of the date of this report, has concluded that as of the end of the periods covered by this report, we have identified the following material weakness of our internal controls:

·   Reliance upon third party financial reporting consultants for review of critical accounting areas and disclosures and material non-standard transaction.

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

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

Changes in Internal Controls over Financial Reporting

There were no changes in our internal controls over financial reporting that occurred during the period covered by this report on Form 10-Q that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.

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PART II

Items 1, 2, 3 and 4 Not Applicable

Item 5. Other information

(a) Reports on Form 8-K

A Form 8-K was filed on March 7, 2013 disclosing the disposition of our subsidiary, Texas Deco Pierre, LLC and the acquiring of a new subsidiary, Alpha Wise Assets, LLC.

In conjunction with the disposition of assets referenced above, the Company repurchased 5,970,000 shares from Charles Bartlett for $30,000 and immediately issued them to Michael Goode for 100% of Alphas Wise Assets, LLC.

The Form 8-K also disclosed that in conjunction with that disposition of assets, a change in control of the Company occurred as Charles Bartlett resigned and Michael Goode was appointed as President, Secretary and Treasurer of the Company.

On April 17, 2013, we filed a Form 8-K announcing the appointment of Charles Smith as Chief Financial Officer of the Company.

A Form 8-K was filed on May 17, 2013 disclosing the resignation of LBB Associates Ltd., LLP as registered public accounting firm for the Company.

A Form 8-K/A was filed on May 29, 2013 correcting the statement concerning LBB Associates Ltd., LLP opinions in its reports for the Company.

A Form 8-K was filed on May 29, 2013 announcing the appointment of MaloneBailey LLP as the registered public accounting firm of the Company.

A Form 8-K/A was filed on June 14, 2013 correcting the statement concerning LBB Associates Ltd., LLP opinions in its reports for the Company.

A Form 8-K/A was filed on July 31, 2013 to file the audit of Alpha Wise Assets, LLC, the entity purchased by the Company on February 28, 2013, along with the related purchase documents.

(b)  None

Item No. 6 - Exhibits

Exhibits

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

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SIGNATURES

In accordance with the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this Report to be signed on its behalf by the undersigned, thereunto duly authorized.

Specialty Contractors, Inc.

By /s/ Michael Goode

Michael Goode, Chief Executive Officer

Date: August 14, 2013

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