-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, UkzdPJ62VZKJOvDCdEJwxDHbUGEsUzOBDr+xF71KVEJy0x8O66a2Na8EdVuvYQDb +Tp+J1a1ANTuvdny8oReMA== 0001165527-09-000200.txt : 20090330 0001165527-09-000200.hdr.sgml : 20090330 20090330101216 ACCESSION NUMBER: 0001165527-09-000200 CONFORMED SUBMISSION TYPE: 10-K PUBLIC DOCUMENT COUNT: 3 CONFORMED PERIOD OF REPORT: 20081231 FILED AS OF DATE: 20090330 DATE AS OF CHANGE: 20090330 FILER: COMPANY DATA: COMPANY CONFORMED NAME: Casita Enterprises, Inc. CENTRAL INDEX KEY: 0001398805 STANDARD INDUSTRIAL CLASSIFICATION: SERVICES-COMPUTER INTEGRATED SYSTEMS DESIGN [7373] IRS NUMBER: 208457250 STATE OF INCORPORATION: NV FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 10-K SEC ACT: 1934 Act SEC FILE NUMBER: 000-53204 FILM NUMBER: 09712471 BUSINESS ADDRESS: STREET 1: 1093 E. MAIN ST.#508 CITY: EL CAJON STATE: CA ZIP: 92021 BUSINESS PHONE: 775-352-4133 MAIL ADDRESS: STREET 1: 1093 E. MAIN ST.#508 CITY: EL CAJON STATE: CA ZIP: 92021 10-K 1 g3014.txt ANNUAL REPORT FOR THE YEAR ENDED 12-31-08 UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-K ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURUTIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31, 2008 Commission file number 333-147104 Casita Enterprises, Inc. (Exact Name of Registrant as Specified in Its Charter) Nevada 20-8457250 (State or Other Jurisdiction of (I.R.S. Employer Incorporation or Organization) Identification No.) 1093 East Main Street, Suite 508 El Cajon, CA 92021 (Address of Principal Executive Offices & Zip Code) Telephone: (775) 352-4133 Fax: (775) 996-8780 (Telephone Number) Securities registered pursuant to Section 12(b) of the Act: None Securities registered pursuant to section 12(g) of the Act: Common Stock, $.001 par value Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act. Yes [ ] No [X] Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the Act Yes [ ] No [X] 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. Yes [X] No [ ] Indicate by check mark if disclosure of delinquent filers pursuant to Item 405 of Regulation S-K is not contained herein, and will not be contained, to the best of registrant's knowledge, in definitive proxy or information statements incorporated by reference in Part III of this Form 10-K or any amendment to this Form 10-K. [ ] 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. (Check one): Large accelerated filer [ ] Accelerated filer [ ] Non-accelerated filer [ ] Smaller reporting company [X] (Do not check if a smaller reporting company) Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes [X] No [ ] As of March 30, 2009, the registrant had 9,000,000 shares of common stock issued and outstanding. No market value has been computed based upon the fact that no active trading market had been established. CASITA ENTERPRISES, INC. TABLE OF CONTENTS Page No. -------- Part I Item 1. Business 3 Item 1A. Risk Factors 5 Item 2. Properties 7 Item 3. Legal Proceedings 7 Item 4. Submission of Matters to a Vote of Securities Holders 7 Part II Item 5. Market for Common Equity and Related Stockholder Matters 7 Item 7. Management's Discussion and Analysis of Financial Condition and Results of Operations 9 Item 8. Financial Statements 14 Item 9. Changes in and Disagreements with Accountants on Accounting and Financial Disclosure 22 Item 9A. Controls and Procedures 22 Part III Item 10. Directors and Executive Officers 24 Item 11. Executive Compensation 26 Item 12. Security Ownership of Certain Beneficial Owners and Management 27 Item 13. Certain Relationships and Related Transactions 28 Item 14. Principal Accounting Fees and Services 28 Part IV Item 15. Exhibits 29 Signatures 29 2 PART I ITEM 1. BUSINESS PRINCIPAL PRODUCTS OR SERVICES AND THEIR MARKETS Casita Enterprises, Inc. plans to market and sell its computer installations and maintenance services to small and medium-sized businesses throughout Mexico. Our mission is to provide computer network services to businesses seeking a solution for installing and maintaining their computer systems. Information Technology (IT) refers to multiple products and services that turn data into useful, meaningful, accessible information. The Information Technology industry has three main components: computer hardware, software, and services. Large companies often have sophisticated IT departments to install, manage, and maintain their computer networks. Small and medium-sized businesses often find developing an in-house IT department to be prohibitively expensive, and a full time staff unnecessary. They are, however, in need of qualified computer technicians. We intend to provide our clients with outsource IT services and computer network installations. The 1990's saw a rapid decline in the cost of computer hardware and software, increased processing speeds, increased software ease-of-use, and the internet protocol (IP) was introduced creating a global communications revolution. Due to the expanded use of computers and software, businesses have had to cope with massive technological changes. For large companies the solution has been to create an in-house IT department. For smaller companies the adjustment has been more difficult because of the lack of available outsource IT solutions. We will focus on helping businesses use technology to achieve their business goals. The services we will offer include: IT consulting and support, network installation and maintenance, systems integration, software implementation, multimedia solutions, web solutions, network security, database maintenance, tech support, and E-commerce solutions. The primary reason for IT outsourcing is the value. We believe value must come from measurable business results. Our goal is to create measurable results for our clients, be it lower costs, increased speed to market, or increased productivity. Our goal is to deliver IT services to our clients that will facilitate their business goals by delivering quality services. We intend for our services to improve our clients businesses in the following ways; increase employee productivity, manage information efficiently, build and maintain customer relationships, automate processes, manage supply chains, manage content and work flow, and secure their networks. Early computer networks were based upon simple network designs that supplied connectivity to groups of computers, printers, and other devices in close proximity to each other. Today's networks consist of portable devices, powerful desktops and servers, bandwidth intensive applications, and the integration of voice, video, and data over a common network. These types of networks require a business to have a sound computer infrastructure and a central network management system. 3 The industries that we will target are as follows: * Finance * Health and Science * Hospitality * Technology * Insurance * Manufacturing * Media and Entertainment * Retail * Software Products * Telecom * Travel * Engineering The market for outsource IT services breaks down into the following categories: * Home office businesses (1-99 employees) * Small businesses (1-99 employees) * Medium businesses (100-499 employees) * Large businesses (500 or more employees) A growing market segment is the home office based business. A home office business is a small business that is based primarily out of the business owner's home. These businesses have a need for temporary technical aid which is usually billed at an hourly rate. Our services will be billed on an hourly basis, retainer fee basis, or for a fixed fee to install or maintain the client's computer networks. There is also opportunity for retainer fees and project based contracts with these types of businesses. Home offices are not the same as residential home computer users. We do not believe residential home computer users are a viable market for our company The services we offer are as follows: Hourly (Temporary Technical Aid) - Short-term assignments solving client's software or hardware related problems. This service includes both emergency and non-emergency technical assistance. Retainer (Specific Skill) - Long-term consulting that includes; system installation, maintenance, repair, training, system purchasing, guidance and setup, database development, data storage, disaster recovery, network security, software and hardware upgrades, and network administration. Project (Bail-out or Specific Skill) - This service includes consulting on major purchases, system/network installation, testing, and major disaster recovery. Competitive Analysis - Large competitors are grouped into two main categories: those who provide network expertise to large companies, and those who provide consulting services for the products they sell. 4 Marketing - Our marketing efforts will begin with a grass-roots approach. We will focus on the following strategies to generate business; personal contacts, referrals, yellow page ad placement, web presence, trade shows, conferences, associations, and cold calls. As the business progresses we will expand our marketing efforts into television, print media, and through our web site. There are four types of competition in the computer consulting industry: * In-house IT departments - Usually employed by larger companies that can afford the fixed cost of salaried or hourly employees. * Individual proprietors and smaller consulting firms. * Large network and telecommunications consulting firms. * Computer and electronics stores offering consulting services. We plan to capitalize on the IT outsourcing trend. We will provide essential computer services for small and medium-sized businesses at an affordable price. We believe this market is under served. Our success will depend upon our ability to anticipate and adapt to our clients needs, identify companies and industries that require our services, and consistently deliver high quality reasonably priced IT services. REPORTS TO SECURITIES HOLDERS We provide an annual report that includes audited financial information to our shareholders. We make our financial information equally available to any interested parties or investors through compliance with the disclosure rules of Regulation S-K for a small business issuer under the Securities Exchange Act of 1934. We are subject to disclosure filing requirements, including filing Form 10-K annually and Form 10-Q quarterly. In addition, we will file Form 8K and other proxy and information statements from time to time as required. We do not intend to voluntarily file the above reports in the event that our obligation to file such reports is suspended under the Exchange Act. The public may read and copy any materials that we file with the Securities and Exchange Commission, ("SEC"), at the SEC's Public Reference Room. The public may obtain information on the operation of the Public Reference Room by calling the SEC at 1-800-SEC-0330. The SEC maintains an Internet site (http://www.sec.gov) that contains reports, proxy and information statements, and other information regarding issuers that file electronically with the SEC. RISK FACTORS An investment in our common stock involves a high degree of risk. If any of the following risks occur, our business, operating results and financial condition could be seriously harmed. Please note that throughout this report, the words "we", "our" or "us" refer to Casita Enterprises, Inc. WE HAVE A LIMITED OPERATING HISTORY THAT YOU CAN USE TO EVALUATE US, AND THE LIKELIHOOD OF OUR SUCCESS MUST BE CONSIDERED IN LIGHT OF THE PROBLEMS, EXPENSES, DIFFICULTIES, COMPLICATIONS AND DELAYS FREQUENTLY ENCOUNTERED BY A SMALL DEVELOPING COMPANY. 5 We were incorporated in Nevada on February 12, 2007. We have no significant assets, limited financial resources and no revenues to date. The likelihood of our success must be considered in light of the problems, expenses, difficulties, complications and delays frequently encountered by a small developing company starting a new business enterprise and the highly competitive environment in which we will operate. Since we have a limited operating history, we cannot assure you that our business will be profitable or that we will ever generate sufficient revenues to meet our expenses and support our anticipated activities. OUR FUTURE SUCCESS IS DEPENDENT, IN PART, ON THE PERFORMANCE AND CONTINUED SERVICE OF JOSE CISNEROS, OUR SOLE OFFICER AND DIRECTOR. WITHOUT HIS CONTINUED SERVICE, WE MAY BE FORCED TO INTERRUPT OR EVENTUALLY CEASE OUR OPERATIONS. We are presently dependent to a great extent upon the experience, abilities and continued services of Jose Cisneros, our sole officer and director. We currently do not have an employment agreement with Mr. Cisneros. The loss of his services could have a material adverse effect on our business, financial condition or results of operation. WE MAY BE UNABLE TO RESPOND EFFECTIVELY TO TECHNOLOGICAL CHANGE. The market for computer systems and products is characterized by constant technological change, frequent new product introductions and evolving industry standards. Our future success is dependent upon the continuation of the move by IT end users to multi-vendor and multi-system operating environments. We believe this trend, along with an emphasis on efficiency, has resulted in a movement by both end users and original equipment manufacturers toward outsourcing some of their services and an increased demand for product and support service providers that have the ability to provide a broad range of multi-vendor product and support services. We can give no assurance that this trend will continue into the future. If we fail to anticipate or respond adequately to technological developments and customer requirements, that failure could have a material adverse effect on our business and financial condition. WE MAY NOT BE ABLE TO COMPETE FAVORABLY IN THE COMPETITIVE INFORMATION SOLUTIONS INDUSTRY. The market for our information technology solutions is intensely competitive. We face competition from a broad range of competitors, many of whom have greater financial, technical and marketing resources than us. We may not be able to compete effectively with such entities. THERE IS NO ASSURANCE OF A PUBLIC MARKET OR THAT THE COMMON STOCK WILL EVER TRADE ON A RECOGNIZED EXCHANGE. THEREFORE, YOU MAY BE UNABLE TO LIQUIDATE YOUR INVESTMENT IN OUR STOCK. Our shares are listed on the OTC Electronic Bulletin Board, but there can be no assurance that a regular trading market will develop or that if developed, will be sustained. In the absence of a trading market, an investor may be unable to liquidate their investment. 6 OUR COMMON STOCK IS CONSIDERED A PENNY STOCK, WHICH IS SUBJECT TO RESTRICTIONS ON MARKETABILITY, SO YOU MAY NOT BE ABLE TO SELL YOUR SHARES. We are subject to the penny stock rules adopted by the Securities and Exchange Commission that require brokers to provide extensive disclosure to their customers prior to executing trades in penny stocks. These disclosure requirements may cause a reduction in the trading activity of our common stock, which in all likelihood would make it difficult for our shareholders to sell their securities. WE WILL INCUR ONGOING COSTS AND EXPENSES FOR SEC REPORTING AND COMPLIANCE, WITHOUT REVENUE WE MAY NOT BE ABLE TO REMAIN IN COMPLIANCE, MAKING IT DIFFICULT FOR INVESTORS TO SELL THEIR SHARES, IF AT ALL. To be eligible for quotation on the OTC Bulletin Board we must remain current in our filings with the SEC. In order for us to remain in compliance we will require future revenues to cover the cost of these filings, which could comprise a substantial portion of our available cash resources. If we are unable to generate sufficient revenues to remain in compliance we would be unable to maintain or listing on the OTCBB. ITEM 2. PROPERTIES Our property consists of office space located at 1093 East Main Street, Suite 508, El Cajon, CA 92021. We use such space for no charge from our president. Beginning in March 2008, our president has agreed to be paid a salary of $450 per month which will also include the use of a small amount of his existing shop area of approximately 600 square feet. We estimate that this space will be adequate to support our initial operations during the succeeding twelve months. After that, we will consider renting any additional shop space on an as-needed basis. ITEM 3. LEGAL PROCEEDINGS We are not currently involved in any legal proceedings and we are not aware of any pending or potential legal actions. ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS There were no matters submitted to a vote of the security holders during the year ended December 31, 2008. PART II ITEM 5. MARKET FOR COMMON EQUITY AND RELATED STOCKHOLDER MATTERS On May 12, 2008 we received our listing for quotation on the Over-the-Counter Bulletin Board under the symbol "CSTA". To date there has not been an active trading market. 7 PENNY STOCK RULES The Securities and Exchange Commission has also adopted rules that regulate broker-dealer practices in connection with transactions in penny stocks. Penny stocks are generally equity securities with a price of less than $5.00 (other than securities registered on certain national securities exchanges or quoted on the Nasdaq system, provided that current price and volume information with respect to transactions in such securities is provided by the exchange or system). Our shares are considered penny stock under the Securities and Exchange Act. The shares will remain penny stocks for the foreseeable future. The classification of penny stock makes it more difficult for a broker-dealer to sell the stock into a secondary market, which makes it more difficult for a purchaser to liquidate his/her investment. Any broker-dealer engaged by the purchaser for the purpose of selling his or her shares in us will be subject to Rules 15g-1 through 15g-10 of the Securities and Exchange Act. Rather than creating a need to comply with those rules, some broker-dealers will refuse to attempt to sell penny stock. The penny stock rules require a broker-dealer, prior to a transaction in a penny stock not otherwise exempt from those rules, to deliver a standardized risk disclosure document, which: - contains a description of the nature and level of risk in the market for penny stock in both public offerings and secondary trading; - contains a description of the broker's or dealer's duties to the customer and of the rights and remedies available to the customer with respect to a violation of such duties or other requirements of the Securities Act of 1934, as amended; - contains a brief, clear, narrative description of a dealer market, including "bid" and "ask" price for the penny stock and the significance of the spread between the bid and ask price; - contains a toll-free telephone number for inquiries on disciplinary actions; - defines significant terms in the disclosure document or in the conduct of trading penny stocks; and - contains such other information and is in such form (including language, type, size and format) as the Securities and Exchange Commission shall require by rule or regulation; The broker-dealer also must provide, prior to effecting any transaction in a penny stock, to the customer: - the bid and offer quotations for the penny stock; - the compensation of the broker-dealer and its salesperson in the transaction; - the number of shares to which such bid and ask prices apply, or other comparable information relating to the depth and liquidity of the market for such stock; and - monthly account statements showing the market value of each penny stock held in the customer's account. In addition, the penny stock rules require that prior to a transaction in a penny stock not otherwise exempt from those rules; the broker-dealer must make a special written determination that the penny stock is a suitable investment for the purchaser and receive the purchaser's written acknowledgment of the receipt of a risk disclosure statement, a written agreement to transactions involving 8 penny stocks, and a signed and dated copy of a written suitability statement. These disclosure requirements will have the effect of reducing the trading activity in the secondary market for our stock because it will be subject to these penny stock rules. Therefore, stockholders may have difficulty selling their securities. SHARES AVAILABLE UNDER RULE 144 There are currently 2,500,000 shares of common stock that are considered restricted securities under Rule 144 of the Securities Act of 1933. All 2,500,000 shares are held by our officer and director. Under Rule 144, such shares can be publicly sold, subject to volume restrictions and certain restrictions on the manner of sale, commencing six months after their acquisition for those companies that have been subject to the reporting requirements of section 13 or 15(d) of the Exchange Act for a period of at least 90 days before the sale. HOLDERS As of December 31, 2008, we have 9,000,000 Shares of $0.001 par value common stock issued and outstanding held by 45 shareholders of record. Island Stock Transfer is our transfer agent. DIVIDENDS We have never declared or paid any cash dividends on our common stock. For the foreseeable future, we intend to retain any earnings to finance the development and expansion of our business, and we do not anticipate paying any cash dividends on our common stock. Any future determination to pay dividends will be at the discretion of the Board of Directors and will be dependent upon then existing conditions, including our financial condition and results of operations, capital requirements, contractual restrictions, business prospects, and other factors that the board of directors considers relevant. ITEM 7. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS This report contains forward-looking statements that are based on current expectations, estimates, forecasts and projections about us, the industry in which we operate and other matters, as well as management's beliefs and assumptions and other statements regarding matters that are not historical facts. These statements include, in particular, statements about our plans, strategies and prospects. For example, when we use words such as "projects," "expects," "anticipates," "intends," "plans," "believes," "seeks," "estimates," "should," "would," "could," "will," "opportunity," "potential" or "may," variations of such words or other words that convey uncertainty of future events or outcomes, we are making forward-looking statements within the meaning of Section 27A of the Securities Act of 1933 (Securities Act) and Section 21E of the Securities Exchange Act of 1934 (Exchange Act). Our forward-looking statements are subject to risks and uncertainties. Actual events or results may differ materially from the results anticipated in these forward-looking statements as a result of a variety of factors. 9 Although we believe that the expectations reflected in the forward-looking statements are reasonable, we cannot guarantee future results, events, levels of activity, performance, or achievements. We do not assume responsibility for the accuracy and completeness of the forward-looking statements other than as required by applicable law. We do not undertake any duty to update any of the forward-looking statements after the date of this report to conform them to actual results, except as required by the federal securities laws. OVERVIEW Since inception, we have set ambitious business goals to provide value to our shareholders. We plan to continue our efforts to achieve our business goals; however we now face a major economic downturn in Mexico and the United States that has affected our abilities to obtain additional funding for our business operations. Our director continues to provide funding for our basic business operations, but we cannot operate our business on the scale we believe is profitable without additional outside capital. As of the date of this filing, our director has been unsuccessful in securing any new outside sources willing to provide us with necessary funding. For the next year, as we seek additional funding, we intend to reduce the level of our operations in order to maintain our cash flow and incur a lower level of expenses until more financial resources are available. We plan to seek funds through sales of our equity securities or through outside debt. Only if we have sufficient funding, will we be able to hire the two IT technical service personnel we need in order to meet our company's technical personnel skill requirements. We plan to purchase computer service equipment when we are able to hire service personnel. Based upon our ability to find competent service personnel, we believe we will be able to offer our IT services to business customers by the end of 2009. In the past we were able to pay our president a management fee of $450 per month which also included the use of his existing shop area of approximately 700 square feet. We have now delayed paying our director so that our available funds can be used for administrative and minor operating expenses. Without new outside funding, we will likely only budget $1,000 to $1,500 per month in basic operations until the last quarter of 2009. If we are able to secure funding as economic conditions improve in Mexico, we will continue our original operating plans with estimated expenditures per month of approximately $4,500 for officer salary and use of shop space, employee costs for two salaries of IT service technicians $6,000, purchase of furniture and equipment $2,100, telephone & utilities $2,000, costs of website and marketing $2,100, auto fuel and maintenance $1,300. Based upon these future estimates, contingent upon future additional capital, total cost of operations will be approximately $18,000 for one year. We will only be able to begin delivering bids for IT services to business customers after hiring our service technicians. We anticipate we will be successful in winning enough bids for IT services once we have sufficient capital to continue our IT services operating plan. At this time we anticipate we will be forced by current financial conditions to only be able to continue our original operating plan near the end of 2009. Once we are able to implement IT services and invoice our customers, we anticipate receiving revenues from our customers' payments to us during the first quarter of 2010. Our budgeted costs and projected sales are estimates based upon our president's past experience in this same type of business. Due to current financial conditions in Mexico, we are unable to predict when or if we will be able to raise outside capital to continue our original business plan. 10 LIQUIDITY AND CAPITAL RESOURCES Our cash balance at December 31, 2008 was $6,307. We believe our existing cash balance will only be sufficient to fund our minor level of operations for the next twelve months if our director continues to loan funds to us. Our director has loaned the company $11,645 and has agreed to loan the company funds as needed. The loan is non-interest bearing and has no specific terms of repayment. In the event our director does not provide such funding if it becomes necessary our business may fail and investors will likely lose their money. We are a development stage company and have generated no revenue to date. We have sold $36,000 in equity securities to pay for our operations. RESULTS OF OPERATIONS We have generated no revenues since inception and have incurred $41,538 in expenses from inception (February 12, 2007) through December 31, 2008. For the years ended December 31, 2008 and 2007 we incurred $27,980 and $13,558 in expenses. These costs consisted of operating and administrative expenses. The following table provides selected financial data about our company for the years ended December 31, 2008 and 2007. Balance Sheet Data: 12/31/08 12/31/07 ------------------- -------- -------- Cash $ 6,307 $ 12,087 Total assets $ 6,307 $ 12,087 Total liabilities $ 11,845 $ 5,645 Stockholders' equity $ (5,538) $ 6,442 In March 2007, our director purchased 2,500,000 shares of common stock for $10,000. In July 2007, four non-affiliated investors purchased 2,500,000 shares of common stock for a total of $10,000. In January 2008, we successfully completed an offering of 4,000,000 shares of our common stock to forty non-affiliated investors for total proceeds of $16,000. Our cash balance has been materially reduced this year. We will need additional funds which we plan to raise through sales of our equity securities and loans from banks or third parties to continue our business plan. No assurances can be given that we will be able to raise additional funds to satisfy our financial requirements. At some point, even with reduced operations, we may determine we our business operations will cease due to a lack of financial resources. We may look for other potential business opportunities that might be available to us. There are no assurances that we will find other business opportunities, or find business opportunities that meet our goals, or that we will have financial resources required to take advantage of any possible business opportunities. OFF-BALANCE SHEET ARRANGEMENTS We do not have any off-balance sheet arrangements that have or are reasonably likely to have a current or future effect on our financial condition, changes in 11 financial condition, revenues or expenses, results of operations, liquidity, capital expenditures or capital resources that is material to investors. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES A. BASIS OF PRESENTATION The Company's financial statements are prepared using the accrual method of accounting and have been prepared in accordance with accounting principles generally accepted in the United States. The Company has elected a December 31, year-end. B. BASIC AND DILUTED EARNINGS PER SHARE In February 1997, the FASB issued SFAS No. 128, "Earnings Per Share", which specifies the computation, presentation and disclosure requirements for earnings (loss) per share for entities with publicly held common stock. SFAS No. 128 supersedes the provisions of APB No. 15, and requires the presentation of basic earnings (loss) per share and diluted earnings (loss) per share. The Company has adopted the provisions of SFAS No. 128 effective February 12, 2007 (inception). Basic net loss per share amounts is computed by dividing the net loss by the weighted average number of common shares outstanding. Diluted earnings per share are the same as basic earnings per share due to the lack of dilutive items in the Company. C. CASH EQUIVALENTS The Company considers all highly liquid investments purchased with an original maturity of three months or less to be cash equivalents. At December 31, 2008, the Company did not have any cash equivalents. D. STOCKHOLDERS' EQUITY The Company accounts for stock transactions with nonemployees based on the fair value of the consideration received. Stock transactions with employees are accounted for based on the fair value of the consideration received or the fair value of the equity instruments issued, whichever is more readily determinable. E. USE OF ESTIMATES AND ASSUMPTIONS The preparation of financial statements in conformity with generally accepted accounting principles requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. Actual results could differ from those estimates. 12 F. INCOME TAXES Income taxes are accounted for in accordance with Statement of Financial Accounting Standards No. 109 (SFAS 109), Accounting for Income Taxes. A deferred tax asset or liability is recorded for all temporary differences between financial and tax reporting and net operating loss carryforwards. Deferred tax expense (benefit) results from the net change during the year of deferred tax assets and liabilities. Deferred tax assets are reduced by a valuation allowance when, in the opinion of management, it is more likely than not that some portion of all of the deferred tax assets will be realized. Deferred tax assets and liabilities are adjusted for the effects of changes in tax laws and rates on the date of enactment. G. CONCENTRATION OF CREDIT RISK Financial instruments that potentially subject the Company to significant concentrations of credit risk consist principally of cash deposits. This cash is on deposit with a large federally insured bank. The Company has not experienced any losses in cash balances and does not believe it is exposed to any significant credit risk on cash and cash equivalents. H. RECENT ACCOUNTING PRONOUNCEMENTS The Company does not expect any recent accounting pronouncements to have a material impact on its financial statements. 13 ITEM 8. FINANCIAL STATEMENTS REPORT OF INDEPENDENT REGISTERED ACCOUNTING FIRM To the Board of Directors and Stockholders of Casita Enterprises Inc. (a development stage company) We have audited the accompanying balance sheet of Casita Enterprises Inc. (the Company), a development stage company, as of December 31, 2008 and 2007, and the related statements of operations, stockholders' equity, and cash flows for the period from inception (February 12, 2007) through December 31, 2008. Casita Enterprises Inc.'s management is responsible for these financial statements. Our responsibility is to express an opinion on these financial statements based on our audits. We conducted our audits in accordance with the standards of the Public Company Accounting Oversight Board (United States). Those standards require that we plan and perform the audits to obtain reasonable assurance about whether the financial statements are free of material misstatement. The company is not required to have, nor were we engaged to perform, an audit of its internal control over financial reporting. Our audit included consideration of internal control over financial reporting as a basis for designing audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of the company's internal control over financial reporting. Accordingly we express no such opinion. An audit also includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements, assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation. We believe that our audits provide 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 Casita Enterprises Inc., a development stage company, as of December 31, 2008 and 2007, and the results of its operations and its cash flows for the period from inception (February 12, 2007) through December 31, 2008, in conformity with accounting principles generally accepted in the United States of America. The accompanying financial statements have been prepared assuming that the Company will continue as a going concern. The Company does not have the necessary working capital for its planned activity, which raises substantial doubt about its ability to continue as a going concern. Management's plans in regard to these matters are described in Note 3 to the financial statements. These financial statements do not include any adjustments that might result from the outcome of this uncertainty. /s/ Madsen & Associates CPA's, Inc. - ------------------------------------------ Madsen & Associates CPA's, Inc. Salt Lake City, Utah March 23, 2009 14 Casita Enterprises Inc. (A Development Stage Company) Balance Sheets
December 31, December 31, 2008 2007 -------- -------- ASSETS CURRENT ASSETS Cash $ 6,307 $ 12,087 -------- -------- Total Current Assets 6,307 12,087 TOTAL ASSETS $ 6,307 $ 12,087 ======== ======== LIABILITIES & STOCKHOLDERS' EQUITY LIABILITIES Accounts Payable $ 200 $ 2,000 Loan Payable - Director 11,645 3,645 -------- -------- TOTAL LIABILITIES 11,845 5,645 -------- -------- STOCKHOLDERS' EQUITY Common Stock; 50,000,000 shares authorized; par value $.001 9,000,000 shares issued and outstanding at December 31, 2008; 5,000,000 shares issued and outstanding at December 31, 2007 9,000 5,000 Additional Paid-in Capital 27,000 15,000 Deficit accumulated during the Development Stage (41,538) (13,558) -------- -------- TOTAL STOCKHOLDERS' EQUITY (5,538) 6,442 -------- -------- TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY $ 6,307 $ 12,087 ======== ========
See accompanying notes to the financial statements 15 CASITA ENTERPRISES INC. (A Development Stage Company) Statements of Operations
For the Period February 12, 2007 February 12, 2007 (Inception) (Inception) Year Ended Through Through December 31, December 31, December 31, 2008 2007 2008 ---------- ---------- ---------- REVENUES Revenues $ -- $ -- $ -- ---------- ---------- ---------- TOTAL REVENUES -- -- -- OPERATING EXPENSE Administrative Expense (27,980) (13,558) (41,538) ---------- ---------- ---------- NET (LOSS) $ (27,980) $ (13,558) $ (41,538) ========== ========== ========== Basic and Diluted (loss) per share $ (0.00) $ (0.01) Weighted average number of common shares outstanding 9,000,000 3,520,000
See accompanying notes to the financial statements 16 CASITA ENTERPRISES, INC. (A Development Stage Company) Statements of Stockholders' Equity From Inception (February 12, 2007) through December 31, 2008
Deficit Accumulated Shares of Common Additional During Common Stock Paid-in Development Total Stock Amount Capital Stage Equity ----- ------ ------- ----- ------ Balance at February 12, 2007 -- $ -- $ -- $ -- $ -- Stock issued for cash March 9, 2007 2,500,000 2,500 7,500 10,000 Stock issued for cash July 25, 2007 2,500,000 2,500 7,500 10,000 Net loss through December 31, 2007 (13,558) (13,558) ---------- ------- -------- --------- -------- Balance at December 31, 2007 5,000,000 5,000 15,000 (13,558) 6,442 ---------- ------- -------- --------- -------- Stock issued for cash January 11, 2008 4,000,000 4,000 12,000 16,000 Net loss through December 31, 2008 (27,980) (27,980) ---------- ------- -------- --------- -------- BALANCE AT DECEMBER 31, 2008 9,000,000 $ 9,000 $ 27,000 $ (41,538) $ (5,538) ========== ======= ======== ========= ========
See accompanying notes to the financial statements 17 CASITA ENTERPRISES, INC. (A Development Stage Company) Statements of Cash Flows
For the Period February 12, 2007 February 12, 2007 (Inception) (Inception) Year Ended Through Through December 31, December 31, December 31, 2008 2007 2008 -------- -------- -------- CASH FLOW FROM OPERATING ACTIVITIES Net income (loss) $(27,980) $(13,558) $(41,538) Changes in operating assets & liabilities Loan payable from Director 8,000 3,645 11,645 Accounts Payable (1,800) 2,000 200 -------- -------- -------- Net cash (used in) operating activities (21,780) (7,913) (29,693) CASH FLOW FROM INVESTING ACTIVITIES Net cash provided by (used in) investing activities -- -- -- CASH FLOW FROM FINANCING ACTIVITIES Proceeds from issuance of common stock 16,000 20,000 36,000 -------- -------- -------- Net cash provided by financing activities 16,000 20,000 36,000 Net increase in cash (5,780) 12,087 6,307 Cash at beginning of period 12,087 -- -- -------- -------- -------- CASH AT END OF PERIOD $ 6,307 $ 12,087 $ 6,307 ======== ======== ========
See accompanying notes to the financial statements 18 CASITA ENTERPRISES, INC. (A Development Stage Company) Notes to Financial Statements December 31, 2008 NOTE 1. ORGANIZATION AND DESCRIPTION OF BUSINESS Casita Enterprises, Inc. (the Company) was incorporated under the laws of the State of Nevada on February 12, 2007. The Company was formed to provide IT services to small businesses. The Company is in the development stage. Its activities to date have been limited to capital formation, organization, development of its business plan and raising capital to implement its plan. The Company has not commenced operations. NOTE 2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES A. BASIS OF PRESENTATION The Company's financial statements are prepared using the accrual method of accounting and have been prepared in accordance with accounting principles generally accepted in the United States. The Company has elected a December 31, year-end. B. BASIC AND DILUTED EARNINGS PER SHARE In February 1997, the FASB issued SFAS No. 128, "Earnings Per Share", which specifies the computation, presentation and disclosure requirements for earnings (loss) per share for entities with publicly held common stock. SFAS No. 128 supersedes the provisions of APB No. 15, and requires the presentation of basic earnings (loss) per share and diluted earnings (loss) per share. The Company has adopted the provisions of SFAS No. 128 effective February 12, 2007 (inception). Basic net loss per share amounts is computed by dividing the net loss by the weighted average number of common shares outstanding. Diluted earnings per share are the same as basic earnings per share due to the lack of dilutive items in the Company. C. CASH EQUIVALENTS The Company considers all highly liquid investments purchased with an original maturity of three months or less to be cash equivalents. At December 31, 2008, the Company did not have any cash equivalents. D. STOCKHOLDERS' EQUITY The Company accounts for stock transactions with nonemployees based on the fair value of the consideration received. Stock transactions with employees are accounted for based on the fair value of the consideration received or the fair value of the equity instruments issued, whichever is more readily determinable. E. USE OF ESTIMATES AND ASSUMPTIONS The preparation of financial statements in conformity with generally accepted accounting principles requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. Actual results could differ from those estimates. 19 CASITA ENTERPRISES, INC. (A Development Stage Company) Notes to Financial Statements December 31, 2008 NOTE 2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (CONTINUED) F. INCOME TAXES Income taxes are accounted for in accordance with Statement of Financial Accounting Standards No. 109 (SFAS 109), Accounting for Income Taxes. A deferred tax asset or liability is recorded for all temporary differences between financial and tax reporting and net operating loss carryforwards. Deferred tax expense (benefit) results from the net change during the year of deferred tax assets and liabilities. Deferred tax assets are reduced by a valuation allowance when, in the opinion of management, it is more likely than not that some portion of all of the deferred tax assets will be realized. Deferred tax assets and liabilities are adjusted for the effects of changes in tax laws and rates on the date of enactment. G. CONCENTRATION OF CREDIT RISK Financial instruments that potentially subject the Company to significant concentrations of credit risk consist principally of cash deposits. This cash is on deposit with a large federally insured bank. The Company has not experienced any losses in cash balances and does not believe it is exposed to any significant credit risk on cash and cash equivalents. H. RECENT ACCOUNTING PRONOUNCEMENTS The Company does not expect any recent accounting pronouncements to have a material impact on its financial statements. NOTE 3. GOING CONCERN The accompanying financial statements are presented on a going concern basis. The Company had no revenues during the period from February 12, 2007 (inception) to December 31, 2008 and has a deficit accumulated during the development stage as of December 31, 2008 of $41,538. This condition raises substantial doubt about the Company's ability to continue as a going concern. Management's plans are to raise funds through debt or equity offerings, to fund its operations over the next twelve months. NOTE 4. RELATED PARTY TRANSACTIONS On March 6, 2007, the Company issued 2,500,000 shares of common stock to its President and sole Director for $10,000. While the company was seeking additional capital, the director advanced funds to the company to pay for organizational costs and other expenses incurred. These funds are interest free with no specific terms of repayment. The balance due the director on December 31, 2008 was $11,645. 20 CASITA ENTERPRISES, INC. (A Development Stage Company) Notes to Financial Statements December 31, 2008 NOTE 5. INCOME TAXES As of December 31, 2008 ----------------------- Deferred tax assets: Net operating loss carryforwards $ 41,538 Other 0 -------- Gross deferred tax assets 14,123 Valuation allowance (14,123) -------- Net deferred tax assets $ 0 ======== Realization of deferred tax assets is dependent upon sufficient future taxable income during the period that deductible temporary differences and carryforwards are expected to be available to reduce taxable income. As the achievement of required future taxable income is uncertain, the Company has recorded a valuation allowance for the full amount of the deferred tax asset related to the net operating loss carryforward. NOTE 6. NET OPERATING LOSSES As of December 31, 2008, the Company has a net operating loss carryforward of approximately $41,538. The net operating loss carryforward begins to expire twenty years from the date the loss was incurred. NOTE 7. STOCKHOLDERS' EQUITY On March 9, 2007 the Company issued a total of 2,500,000 shares of common stock to the sole director for cash at $0.004 per share for a total of $10,000. On July 25, 2007 the Company issued a total of 2,500,000 shares of common stock to 4 investors for cash at $0.004 per share for a total of $10,000 (625,000 shares each for $2,500). In January 2008 the Company completed an offering of 4,000,000 shares of common stock. The shares were sold at $0.004 per share for a total of $16,000. The stockholders' equity section of the Company contains the following classes of capital stock as of December 31, 2008: * Common stock, $ 0.001 par value: 50,000,000 shares authorized; 9,000,000 shares issued and outstanding. 21 ITEM 9. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON FINANCIAL DISCLOSURE None. ITEM 9A. CONTROLS AND PROCEDURES MANAGEMENT'S REPORT ON INTERNAL CONTROL OVER FINANCIAL REPORTING Our management is responsible for establishing and maintaining adequate internal control over financial reporting. Internal control over financial reporting is defined in Rule 13a-15(f) or 15d-15(f) promulgated under the Securities Exchange Act of 1934 as a process designed by, or under the supervision of, the company's principal executive and principal financial officers and effected by the company's board of directors, management and other personnel, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with accounting principles generally accepted in the United States of America and includes those policies and procedures that: - Pertain to the maintenance of records that in reasonable detail accurately and fairly reflect the transactions and dispositions of the assets of the company; - Provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with accounting principles generally accepted in the United States of America and that receipts and expenditures of the company are being made only in accordance with authorizations of management and directors of the company; and - Provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use or disposition of the company's assets that could have a material effect on the financial statements. Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements. Projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate. All internal control systems, no matter how well designed, have inherent limitations. Therefore, even those systems determined to be effective can provide only reasonable assurance with respect to financial statement preparation and presentation. Because of the inherent limitations of internal control, there is a risk that material misstatements may not be prevented or detected on a timely basis by internal control over financial reporting. However, these inherent limitations are known features of the financial reporting process. Therefore, it is possible to design into the process safeguards to reduce, though not eliminate, this risk. As of December 31, 2008 management assessed the effectiveness of our internal control over financial reporting based on the criteria for effective internal control over financial reporting established in Internal Control--Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission ("COSO") and SEC guidance on conducting such assessments. Based on that evaluation, they concluded that, during the period covered by this report, such internal controls and procedures were not effective to detect the inappropriate application of US GAAP rules as more fully described below. This 22 was due to deficiencies that existed in the design or operation of our internal controls over financial reporting that adversely affected our internal controls and that may be considered to be material weaknesses. The matters involving internal controls and procedures that our management considered to be material weaknesses under the standards of the Public Company Accounting Oversight Board were: (1) lack of a functioning audit committee due to a lack of a majority of independent members and a lack of a majority of outside directors on our board of directors, resulting in ineffective oversight in the establishment and monitoring of required internal controls and procedures; (2) inadequate segregation of duties consistent with control objectives; and (3) ineffective controls over period end financial disclosure and reporting processes. The aforementioned material weaknesses were identified by our Chief Executive Officer in connection with the review of our financial statements as of December 31, 2008. Management believes that the material weaknesses set forth in items (2) and (3) above did not have an effect on our financial results. However, management believes that the lack of a functioning audit committee and the lack of a majority of outside directors on our board of directors results in ineffective oversight in the establishment and monitoring of required internal controls and procedures, which could result in a material misstatement in our financial statements in future periods. This annual report does not include an attestation report of the Corporation's registered public accounting firm regarding internal control over financial reporting. Management's report was not subject to attestation by the Corporation's registered public accounting firm pursuant to temporary rules of the SEC that permit the Corporation to provide only the management's report in this annual report. MANAGEMENT'S REMEDIATION INITIATIVES In an effort to remediate the identified material weaknesses and other deficiencies and enhance our internal controls, we have initiated, or plan to initiate, the following series of measures: We will create a position to segregate duties consistent with control objectives and will increase our personnel resources and technical accounting expertise within the accounting function when funds are available to us. And, we plan to appoint one or more outside directors to our board of directors who shall be appointed to an audit committee resulting in a fully functioning audit committee who will undertake the oversight in the establishment and monitoring of required internal controls and procedures such as reviewing and approving estimates and assumptions made by management when funds are available to us. Management believes that the appointment of one or more outside directors, who shall be appointed to a fully functioning audit committee, will remedy the lack of a functioning audit committee and a lack of a majority of outside directors on our Board. We anticipate that these initiatives will be at least partially, if not fully, implemented by December 31, 2009. Additionally, we plan to test our updated controls and remediate our deficiencies by December 31, 2009. 23 CHANGES IN INTERNAL CONTROLS OVER FINANCIAL REPORTING There was no change in our internal controls over financial reporting that occurred during the period covered by this report, which has materially affected, or is reasonably likely to materially affect, our internal controls over financial reporting. CEO AND CFO CERTIFICATIONS Appearing immediately following the Signatures section of this report there are Certifications of the CEO and the CFO. The Certifications are required in accordance with Section 302 of the Sarbanes-Oxley Act of 2002 (the Section 302 Certifications). This Item of this report, which you are currently reading is the information concerning the Evaluation referred to in the Section 302 Certifications and this information should be read in conjunction with the Section 302 Certifications for a more complete understanding of the topics presented. PART III ITEM 10. DIRECTORS AND EXECUTIVE OFFICERS TERM OF OFFICE Our directors are appointed for a one-year term to hold office until the next annual general meeting of our shareholders or until removed from office in accordance with our bylaws. Our officers are appointed by our board of directors and hold office until removed by the board. Our sole executive officer and director and his age as of the date of this report is as follows: Name Age Position ---- --- -------- Jose Cisneros 59 President, Chief Executive Officer, Chief Financial Officer, Chairman of the Board of Directors Set forth below is a brief description of the background and business experience of our executive officer and director. JOSE CISNEROS, our President, Chief Executive Officer, Chief Financial Officer and Chairman of the Board of Directors. EMPLOYMENT EXPERIENCE Independent Computer Consultant - Consulturia Integral En Internet 1999-Present - Owner Provide technical support, IT equipment, repair service, authorized software dealer for a variety of software systems, install software, provide systems training and software technical advice to businesses in Baja California, Mexico. 24 IT Technician - Technical Manager - Calcom Computadoras Los Cabos 1985-1999 - Software & Technical Manager Managed four software/equipment technicians, responsible for technical support, IT equipment, repair service, software sales and installation, systems training and software customer service to businesses in Baja California, Mexico. Electrical Technician - Senior Technician - Asesoria Maintenimiento SA 1970-1984 - Electrical Technician Provided electrical installation and repair of generators, building wiring, and electrical equipment to businesses in Baja California, Mexico. EDUCATIONAL BACKGROUND Preparatory Technical School, Tijuana, Mexico, 1968-1969. Secondary School, Tijuana, Mexico, 1964-1967. INVOLVEMENT IN CERTAIN LEGAL PROCEEDINGS To the best of our knowledge, during the past five years, none of the following occurred with respect to a present or former director or executive officer of the Company: (1) any bankruptcy petition filed by or against any business of which such person was a general partner or executive officer either at the time of the bankruptcy or within two years prior to that time; (2) any conviction in a criminal proceeding or being subject to a pending criminal proceeding (excluding traffic violations and other minor offenses); (3) being subject to any order, judgment or decree, not subsequently reversed, suspended or vacated, of any court of any competent jurisdiction, permanently or temporarily enjoining, barring, suspending or otherwise limiting his involvement in any type of business, securities or banking activities; and (4) being found by a court of competent jurisdiction (in a civil action), the Securities and Exchange Commission or the commodities futures trading commission to have violated a Federal or state securities or commodities law, and the judgment has not been reversed, suspended or vacated. CONFLICT OF INTEREST Our Officer and Director does not currently devote all of his business time to our operations. CODE OF ETHICS We do not currently have a code of ethics, because we have only limited business operations and one officer and director, we believe a code of ethics would have limited utility. We intend to adopt such a code of ethics as our business operations expand and we have more directors, officers and employees. 25 ITEM 11. EXECUTIVE COMPENSATION COMPENSATION OF EXECUTIVE OFFICERS The following summary compensation table sets forth all compensation awarded to, earned by, or paid to the named executive officer paid by us during the fiscal year that ended December 31, 2008 in all capacities for the accounts of our executives, including the Chief Executive Officer (CEO) and Chief Financial Officer (CFO): SUMMARY COMPENSATION TABLE
Change in Pension Value and Non-Equity Nonqualified Incentive Deferred All Name and Plan Compen- Other Principal Stock Option Compen- sation Compen- Position Year Salary Bonus Awards Awards sation Earnings sation Totals - ------------ ---- ------ ----- ------ ------ ------ -------- ------ ------ Jose 2007 $0 0 0 0 0 0 0 0 Cisneros, 2008 $0 0 0 0 0 0 0 0 President, CEO and Director
OUTSTANDING EQUITY AWARDS AT FISCAL YEAR END
Option Awards Stock Awards ----------------------------------------------------------------- ---------------------------------------------- Equity Incentive Equity Plan Incentive Awards: Plan Market or Awards: Payout Equity Number of Value of Incentive Number Unearned Unearned Plan Awards; of Market Shares, Shares, Number of Number of Number of Shares Value of Units or Units or Securities Securities Securities or Units Shares or Other Other Underlying Underlying Underlying of Stock Units of Rights Rights Unexercised Unexercised Unexercised Option Option That Stock That That That Options (#) Options (#) Unearned Exercise Expiration Have Not Have Not Have Not Have Not Name Exercisable Unexercisable Options (#) Price Date Vested(#) Vested Vested Vested - ---- ----------- ------------- ----------- ----- ---- --------- ------ ------ ------ Jose 0 0 0 0 0 0 0 0 0 Cisneros
26 DIRECTOR COMPENSATION
Change in Pension Value and Fees Non-Equity Nonqualified Earned Incentive Deferred Paid in Stock Option Plan Compensation All Other Name Cash Awards Awards Compensation Earnings Compensation Total ---- ---- ------ ------ ------------ -------- ------------ ----- Jose Cisneros 0 0 0 0 0 0 0
COMPENSATION OF DIRECTORS Directors are permitted to receive fixed fees and other compensation for their services as directors. The Board of Directors has the authority to fix the compensation of directors. No amounts have been paid to, or accrued to, directors in such capacity. EMPLOYMENT AGREEMENTS & BENEFITS We do not have any employment agreements in place with our sole officer and director. We do not currently have any benefits, such as health insurance, life insurance or any other benefits available to our employee. ITEM 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT The following table provides the names and addresses of each person known to us to own more than 5% of our outstanding shares of common stock as of the date of this report and by the officer and director, individually and as a group. Except as otherwise indicated, all shares are owned directly.
Name and Address Amount and Nature Percent Title of Class of Beneficial Owner of Beneficial Owner of Class (1) - -------------- ------------------- ------------------- ------------ Common Stock Jose Cisneros 2,500,000 28% 1093 E Main St, Suite 508 El Cajon, CA 92021 Common Stock All executive officers 2,500,000 28% and directors as a group
- ---------- (1) The percent of class is based on 9,000,000 shares of our common stock issued and outstanding as of the date of this report. 27 ITEM 13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS The principal executive office and telephone number are provided by Mr. Cisneros, the officer of the corporation at no charge. Mr. Cisneros purchased 2,500,000 shares of the company's common stock for cash in the amount of $10,000. The stock was valued at $0.004 per share. As of December 31, 2008 our director had loaned the company $11,645 for organizational and operating costs. The loan is non-interest bearing and has no specific terms of repayment. ITEM 14. PRINCIPAL ACCOUNTING FEES AND SERVICES For the year ended December 31, 2008, the total fees charged to the company for audit services, including quarterly reviews were $9,500, for audit-related services were $Nil, for tax services were $Nil and for other services were $Nil. For the year ended December 31, 2007, the total fees charged to the company for audit services, including quarterly reviews were $5,500, for audit-related services were $Nil, for tax services were $Nil and for other services were $Nil. 28 PART IV ITEM 15. EXHIBITS The following exhibits are included with this filing: Exhibit Number Description ------ ----------- 3(i) Articles of Incorporation* 3(ii) Bylaws* 31 Sec. 302 Certification of Chief Executive Officer & Chief Financial Officer 32 Sec. 906 Certification of Chief Executive Officer & Chief Financial Officer - ---------- * Included in our original SB-2 Registration Statement filed with the Securities & Exchange Commission on November 2, 2007 (File Number 333-147104). SIGNATURES In accordance with Section 13 or 15(d) of the Securities Exchange Act, the registrant caused this report to be signed on its behalf by the undersigned, thereunto duly authorized. Casita Enterprises, Inc. /s/ Jose Cisneros March 30, 2009 - ------------------------------------ -------------- By: Jose Cisneros Date (Principal Executive Officer & Sole Director) In accordance with the requirements of the Securities Act of 1933, this annual report was signed by the following person in the capacity and on the date as stated. /s/ Jose Cisneros March 30, 2009 - ------------------------------------ -------------- Jose Cisneros Date (Principal Executive Officer, Principal Financial Officer, Principal Accounting Officer & Sole Director) 29 EX-31 2 ex31.txt SECTION 302 CERTIFICATION EXHIBIT 31 CERTIFICATION OF CHIEF EXECUTIVE OFFICER & CHIEF FINANCIAL OFFICER I, Jose Cisneros, certify that: 1. I have reviewed this report on Form 10-K of Casita Enterprises, Inc.; 2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report; 3. Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report; 4. The registrant's other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have: a. designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared; b. designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles; c. evaluated the effectiveness of the registrant's disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and d. disclosed in this report any change in the registrant's internal control over financial reporting that occurred during the registrant's most recent fiscal quarter (the registrant's fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant's internal control over financial reporting; and 5. The registrant's other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant's auditors and the audit committee of the registrant's board of directors (or persons performing the equivalent functions): a. all significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant's ability to record, process, summarize and report financial information; and b. any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant's internal control over financial reporting. Date: March 30, 2009 /s/ Jose Cisneros -------------------------------------- Name: Jose Cisneros Title: President and Chief Executive Officer, Chief Financial Officer EX-32 3 ex32.txt SECTION 906 CERTIFICATION EXHIBIT 32 CERTIFICATION OF CHIEF EXECUTIVE OFFICER & CHIEF FINANCIAL OFFICER PURSUANT TO 18 U.S.C. SECTION 1350, AS ADOPTED PURSUANT TO SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002 I, Jose Cisneros, certify, pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, that to my knowledge, Casita Enterprises, Inc.'s Annual Report on Form 10-K for the fiscal year ended December 31, 2008 fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934 and that information contained in such Annual Report on Form 10-K fairly presents in all material respects the financial condition and results of operations of Casita Enterprises, Inc. Date: March 30, 2009 By: /s/ Jose Cisneros --------------------------------------- Name: Jose Cisneros Title: Chief Executive & Financial Officer This certification accompanies the Annual Report on Form 10-K pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 and shall not be deemed filed for purposes of Section 18 of the Exchange Act, or otherwise subject to the liability of that section. This certification shall not be deemed to be incorporated by reference into any filing under the Securities Act or the Exchange Act, except to the extent that Casita Enterprises, Inc. specifically incorporates it by reference. -----END PRIVACY-ENHANCED MESSAGE-----