UNITED STATES SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, DC 20549

FORM 10-Q/A

Amendment No. 1

(Mark One)

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

For the Quarterly Period Ended September 30, 2007

o		TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the Transition Period From                            TO                           

AMERICAN POST TENSION, INC.

(Exact name of registrant as specified in its charter)

Delaware (State or other jurisdiction of incorporation or organization)		13-3926203 (IRS Employer Identification No.)

1179 Center Point Drive, Henderson, NV (Address of principal executive offices)		89074 (Zip Code)

(702) 565-7866
(Registrant’s Telephone Number, Including Area Code)

Indicate by check mark whether the registrant: (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes þ No o

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):

Indicate by check mark whether registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act).

o Yes     þ No

As of November 13, 2007, the registrant had 34,291,600 shares of Common Stock ($0.0001 par value) outstanding.

 

 

TABLE OF CONTENTS

PART I FINANCIAL INFORMATION			3
ITEM 1. FINANCIAL STATEMENTS			3
ITEM 2. MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS			20
ITEM 3. CONTROLS AND PROCEDURES			26
PART II OTHER INFORMATION			29
Item 1. Legal Proceedings			29
Item 2. Unregistered Sales of Equity Securities and Use of Proceeds			29
Item 3. Defaults upon Senior Securities			30
Item 4. Submission of Matters to a Vote of Security Holders			30
Item 5. Other Information:			30
Item 6. Exhibits			30
SIGNATURES
Exhibit Index			31
Certification of Chief Executive Officer Pursuant to Section 302
Certification of Principal Financial and Accounting Officer Pursuant to Section 302
Certification of Chief Executive Officer Pursuant to Section 906
Certification of Principal Financial and Accounting Officer Pursuant to Section 906

FORWARD-LOOKING INFORMATION

     To the extent that the information presented in this Amended Quarterly Report on Form 10-Q/A for the quarter and the nine months ended September 30, 2007 discusses financial projections, information or expectations about our products or markets, or otherwise makes statements about future events or statements regarding the intent, belief or current expectations of American Post Tension, Inc. and its subsidiary (collectively the “Company”), its directors or its officers with respect to, among other things, future events and financial trends affecting the Company, such statements are forward-looking. We are making these forward-looking statements in reliance on the safe harbor provisions of the Private Securities Litigation Reform Act of 1995. Although we believe that the expectations reflected in these forward-looking statements are based on reasonable assumptions, there are a number of risks and uncertainties that could cause actual results to differ materially from such forward-looking statements. Forward-looking statements are typically identified by the words “believes,” “expects,” “anticipates,” and similar expressions. In addition, any statements that refer to expectations or other characterizations of future events or circumstances are forward-looking statements. Readers are cautioned that any such forward-looking statements are not guarantees of future performance and that matters referred to in such forward-looking statements involve known and unknown risks, uncertainties and other factors which may cause actual results, performance or achievements of the Company to be materially different from any future results, performance or achievements expressed or implied by such forward-looking statements. Such factors include, among other things, the pace of residential construction in our geographic markets, changes in mortgage interest rates, prices and availability of raw materials and supplies, our ability to locate, acquire, pay for, and integrate other businesses that complement ours, our ability to expand our business into the commercial construction field, our ability to attract and retain qualified personnel if and as our business grows, and risks associated with our stock being classified as a “penny stock.” We undertake no obligation to publicly update or revise these forward-looking statements because of new information, future events or otherwise, except as required by law.

Explanatory Note

     We are amending our Quarterly Report on Form 10-Q for the quarter ended September 30, 2007 filed on November 14, 2007 (the “Original Filing”) to restate our condensed consolidated financial statements for the quarter ended June 30, 2007 and the related disclosures to conform this report to our audited financial statements for the calendar year 2007 as reported in our Annual Report on Form 10-K, filed on May 8, 2008. See Note 4, “Restatement of Consolidated Financial Statements, Special Committee and Company Findings” of the Notes to “Condensed Consolidated Financial Statements.” for a detailed discussion of the effect of the restatement.

     The restatement of the Original Filing reflected in this amended Quarterly Report on Form 10-Q/ A includes adjustments arising from the determinations of a Special Committee of our Board of Directors, consisting of independent members of the Board of Directors, which was formed on November 30, 2007, and our then Chief Financial Officer to conduct an internal review of our prior recording of compensation expense for stock issued in connection with the merger of the Company’s subsidiary and Post Tension of Nevada on April 12, 2007.

     For more information on these matters, please refer to “Management’s Discussion and Analysis of Financial Condition and Results of Operations — Restatement of Consolidated Financial Statements, Special Committee and Company Findings” and Note 4 of the Notes to the Condensed Consolidated Financial Statements.

     As a result of the findings of the Special Committee as well as our internal review, we concluded that we needed to amend the Original Filing to restate our condensed consolidated financial statements for the quarter ended September 30, 2007 and the related disclosures. We have restated the June 30, 2007 financial statements included in the Quarterly Report on Form 10-Q/A for the quarter ended June 30, 2007. We have not amended and we do not intend to amend any of our other previously filed annual reports on Form 10-K or quarterly reports on Form 10-Q for the periods affected by the restatement or adjustments other than (i) this amended Quarterly Report on Form 10-Q/A for the quarter ended September 30, 2007 and (ii) an amended Quarterly Report on Form 10-Q/A for the quarter ended June 30, 2007. The changes contained in this Form 10-Q/A have already been reflected in our Form 10-K for the fiscal year ended December 31, 2007 filed on May 8, 2008.

     All of the information in this amended Quarterly Report on Form 10-Q/A is as of September 30, 2007 and does not reflect events occurring after the date of the Original Filing, other than the restatement, or modify or update disclosures (including, the exhibits to the Original Filing, except for the updated Exhibits 31.1, 31.2, 32.1, and 32.2 described below) affected by subsequent events. For the convenience of the reader, this amended Quarterly Report on Form 10-Q/ A sets forth the Original Filing in its entirety, as amended by, and to reflect, the restatement. The following sections of this Form 10-Q/A were adjusted to reflect the findings of the Special Committee as well as our internal review:

     Part I — Item 1 — Unaudited Financial Statements;

     Part I — Item 2 — Management’s Discussion and Analysis of Financial Condition and Results of Operations;

     This amended Quarterly Report on Form 10-Q/A should be read in conjunction with our amended Quarterly Report on Form 10-Q/A for the three months ended June 30, 2007, our Annual Report for the fiscal year ended December 31, 2007 on Form 10-K, our periodic filings made with the SEC subsequent to the date of the Original Filing and any Current Reports filed on Form 8-K subsequent to the date of the Original Filing. In addition, in accordance with applicable SEC rules, this amended Quarterly Report on Form 10-Q/A includes updated certifications from our Chief Executive Officer (CEO) and Chief Financial Officer (CFO) as Exhibits 31.1, 31.2, 32.1, and 32.2.

PART I FINANCIAL INFORMATION— ITEM 1.

UNAUDITED CONDENSED FINANCIAL STATEMENTS

AMERICAN POST TENSION, INC.
UNAUDITED CONDENSED CONSOLIDATED BALANCE SHEET
September 30, 2007

		September 30,
		2007				December 31,
		(As restated)(1)				2006
ASSETS
Current assets:
Cash and cash equivalents		$	2,076,606			$	2,937,178
Accounts receivable, net of allowance for doubtful accounts of $240,275 at September 30, 2007 and $191,100 at December 31, 2006			2,258,228				1,885,808
Inventory			1,267,398				2,752,337
Prepaid expenses			17,218				116,697
Total current assets			5,619,450				7,692,020
Property and equipment, net of accumulated depreciation of $1,198,548 at September 30, 2007 and $1,107,309 at December 31, 2006			1,034,546				1,065,148
Total assets		$	6,653,996			$	8,757,168
LIABILITIES AND SHAREHOLDERS’ EQUITY
Current liabilities:
Accounts payable and accrued expenses		$	723,031			$	498,939
Accrued interest			9,700				9,700
Income taxes payable			150,873				—
Current portion of long-term debt			1,311				9,577
Shareholder loans — current portion			321,100				530,106
Total current liabilities			1,206,015				1,048,322
Long-term liabilities:
Shareholder loans			—				203,684
Total liabilities			1,206,015				1,252,006
Shareholders’ equity:
Preferred stock, $.0001 par value — authorized, 1,000,000 shares at September 30, 2007 and December 31, 2006; no shares issued or outstanding at September 30, 2007 and December 31, 2006
Common stock, $.0001 par value — authorized, 50,000,000 shares at September 30, 2007 and December 31, 2006; issued, 34,291,600 and 25,400,160 shares at September 30, 2007 and December 31, 2006, respectively			3,429				2,540
Additional paid-in capital			5,151,799				7,574
Retained Earnings			292,753				7,495,048
Total shareholders’ equity			5,447,981				7,505,162
Total liabilities and shareholders’ equity		$	6,653,996			$	8,757,168

The accompanying notes are an integral part of the unaudited condensed financial statements.

AMERICAN POST TENSION, INC.
UNAUDITED CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS
For the Three and Nine Months Ended September 30, 2007

		Three Months Ended								Nine Months Ended
		September 30,								September 30,
		2007								2007
		(As restated)(1				2006				(As restated)(1				2006
Sales		$	4,166,195			$	6,351,282			$	12,777,236			$	26,350,852
Cost of sales			2,980,306				4,135,396				9,235,323				17,752,520
Gross margin			1,185,889				2,215,886				3,541,913				8,598,332
Other costs and expenses
Selling, general and administrative			1,270,564				947,401				3,293,304				2,987,761
Income (loss) from operations			(84,675	)			1,268,485				248,609				5,610,571
Other income and (expense)
Merger related expenses and costs			—				—				(3,219,400	)			—
Other income (expense), net			56,853				(33	)			793,219				22,210
Interest income, net			15,429				42,046				63,973				105,695
			72,282				42,013				(2,362,208	)			127,905
Net income before income tax		$	(12,393	)		$	1,310,498			$	(2,113,599	)		$	5,738,476
Provision for income taxes			(4,207	)			—				173,410				29,426
Net income			(8,186	)			1,310,498				2,287,009	)			5,709,050
Net income per share — basic		$	(0.00	)		$	0.05			$	(0.07	)		$	0.22
Net income per share — diluted		$	(0.00	)		$	0.05			$	(0.07	)		$	0.22
Distributions per share		$	0.00			$	0.04			$	0.10			$	0.22
Weighted average common shares outstanding:
Basic			34,275,296				25,400,160				30,981,946				25,400,160
Diluted			34,275,296				25,400,160				30,981,946				25,400,160

The accompanying notes are an integral part of the unaudited condensed financial statements.

AMERICAN POST TENSION, INC.
UNAUDITED CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
For the Three and Nine Months Ended September 30, 2007

		Three Months Ended								Nine Months Ended
		September 30,								September 30,
		2007								2007
		(As restated)(1)				2006				(As restated)(1				2006
Net Income		$	(8,186	)		$	1,310,498			$	(2,287,009	)		$	5,709,050
Adjustment to reconcile net income to net cash provided (used in) by operating activities:
Depreciation			93,719				29,144				139,132				87,433
Shares issued as part of merger in lieu of cash			—				—				3,142,245				—
Shares issued to employees and BOD members			18,000				—				77,944				—
Changes in assets and liabilities:
(Increase) decrease in:
Accounts receivable			244,531				936,341				(372,420	)			2,032,363
Inventory			(154,603	)			(675,983	)			1,484,939				(839,136	)
Prepaid expenses and other assets			25,827				15,650				99,478				53,719
Increase (decrease) in
Accounts payable and accrued expenses			239,971				69,416				224,092				382,048
Accrued income taxes payable			(4,207	)			—				150,853				—
Total adjustments			463,238				374,568				4,946,264				1,716,427
Net cash provided (used in) operating activities			455,052				1,685,066				2,659,255				7,425,477
Cash flows from investing activities:
Distribution of property and equipment to shareholders in lieu of cash compensation			21,882				—				21,882				—
Net proceeds from the sale/retirement of property and equipment			(1,601	)			—				(16,220	)			(33,546	)
Acquisition (sale) of property and equipment			(84,366	)			(9,220	)			(130,722	)			(15,212	)
Net cash provided (used) in investing activities			(64,085	)			(9,220	)			(125,060	)			(48,758	)
Cash from financing activities:
Shareholder distributions			—				(1,103,999	)			(2,994,769	)			(5,680,796	)
Issuance of shares for public shell net assets			—				—				4,407				—
Decrease in line of credit			—				(989,925	)			—				1,359,400	)
Increase (repayment) of loans payable			(3,573	)			(17,005	)			8,266				(28,125	)
Proceeds from shareholder loans			—				904,166				—				904,166
Repayment of shareholder loans			(133,662	)			—				(412,690	)			—
Net cash provided by financing activities			(137,235	)			(1,206,763	)			(3,394,786	)			(6,164,155	)
Net increase (decrease) in cash and cash equivalents			253,732				469,083				(860,592	)			1,212,564
Cash and cash equivalents, beginning of period			1,822,874				2,999,380				2,937,178				2,255,899
Cash and cash equivalents, end of period		$	2,076,606			$	3,468,463			$	2,076,606			$	3,468,463

The accompanying notes are an integral part of the unaudited condensed financial statements.

AMERICAN POST TENSION, INC.
UNAUDITED CONDENSED CONSOLIDATED STATEMENT OF SHAREHOLDERS’ EQUITY
For the Nine Months Ended September 30, 2007

		Common Stock								Additional								Total
		Common								Paid-in				Retained				Shareholders’
		Shares				Amount				Capital				Earnings				Equity
Balances at December 31, 2006			25,400,160			$	2,540			$	7,574			$	7,495,048			$	7,505,162
Net income			—				—				—				622,428				622,428
Distributions to shareholders			—				—				—				(438,050	)			(438,050	)
Balances at March 31, 2007			25,400,160			$	2,540			$	7,574			$	7,679,426			$	7,689,540
Net income (loss)			—				—				—				(567,452	)			(567,452	)
Distributions to shareholders			—				—				—				(2,556,718	)			(2,556,718	)
Issuance of restricted shares for consulting services			5,325,840				533				1,916,769				—				1,917,302
Issuance of restricted shares to employees of PTNV			101,600				10				36,566				—				36,576
American Post Tension, Inc. reclassification upon merger on April 12, 2007			3,414,600				341				4,066				—				4,407
Reclassification of PTNV retained earnings at the time of S Corporation revocation in April 2007			—				—				3,168,829				(3,168,829	)			—
Balances at June 30, 2007			34,241,600			$	3,424			$	5,133,804			$	300,939			$	5,438,167
Net income (loss)															(8,186	)			(8,186	)
Issuance of restricted shares to BOD members			50,000				5				17,995								18,000
Balances at September 30, 2007			34,291,600			$	3,429			$	5,151,799			$	292,752			$	5,447,981

See Note 4, “Restatement of Consolidated Financial Statements, Special Committee and Company Findings” of the Notes to “Condensed Consolidated Financial Statements.”

The accompanying notes are an integral part of the unaudited condensed financial statements.

AMERICAN POST TENSION, INC.
NOTES TO THE UNAUDITED CONDENSED FINANCIAL STATEMENTS
FOR THE THREE AND NINE MONTHS ENDED SEPTEMBER 30, 2007

NOTE 1: ORGANIZATION AND NATURE OF BUSINESS

Company Overview

     Magic Communications, Inc. (“Magic”) was originally formed as a New York corporation on January 16, 1997 and reincorporated as a Delaware corporation in November 2002 for the purpose of offering Internet kiosks where the public could access the Internet for a fee. Magic did not develop that business, and, from June 1997 until April 2007 Magic engaged in the business of contracting with various locations such as malls, gas stations, stores and office buildings to install pay phones that were an alternative to those provided by the primary local service provider (Verizon). As discussed below, immediately following the completion of the Merger (as defined below), Magic sold substantially all of its assets relating to this business to Illusions, LLC, a Florida limited liability company controlled by Stephen Rogers, Magic’s President and Chief Executive Officer immediately prior to the consummation of the Merger and a director prior to the Merger. Illusions also assumed most of Magic’s liabilities in connection with the sale of those assets. Magic is no longer engaged in the business of installing or operating pay telephones. Magic Communications, Inc., subsequent to the merger, changed its name to American Post Tension, Inc. (“APTI”) on September 24, 2007.

Merger Agreement with Post Tension of Nevada

     On July 15, 2005, the Securities and Exchange Commission adopted final rules amending the use of Form S-8 and Form 8-K for shell companies like us. The amendments expand the definition of a shell company to mean a company, other than an asset-backed issuer, with no or nominal operations/assets or assets consisting of cash and cash equivalents and no or nominal other assets, the amendments prohibit the use of a Form S-8 (a form used by a corporation to register securities issued to an employee, director, officer, consultant or advisor, under certain circumstances), and revise the Form 8-K to require a shell company to include current Form 10 or Form 10-SB information, including audited financial statements, in the filing on Form 8-K that the shell company files to report the acquisition of the business opportunity. The rules are designed to assure that investors in shell companies that acquire operations or assets have access on a timely basis to the same kind of information as is available to investors in public companies with continuing operations.

     On December 28, 2006, Magic entered into a Memorandum of Understanding with Post Tension of Nevada, a Nevada corporation (“PTNV”), which became firm, and was announced in a Current Report on Form 8-K, filed with the SEC on February 20, 2007. On April 12, 2007, a Current Report on Form 8-K filed with the SEC reported the completion of the definitive Agreement and Plan of Merger (the “Merger Agreement”) with PTNV and PTNV Acquisition Corp, a Florida corporation and a wholly-owned subsidiary of Magic (“Acquisition Corp.”). The Merger Agreement provided that, upon the terms and subject to the conditions set forth in the Merger Agreement, Acquisition Corp. would merge with and into PTNV (the “Merger”). As a result of the Merger, PTNV became a wholly-owned subsidiary of Magic. Each outstanding share of PTNV common stock was converted into the right to receive 10,160.064 shares of the Company’s common stock as set forth in the Merger Agreement. Under the terms of the Merger Agreement at closing, the Company issued, and the PTNV stockholders received, in a tax-free exchange, shares of Company common stock such that PTNV stockholders now own approximately 90% of the issued and outstanding shares of the Company. Magic Communications, Inc., subsequent to the merger, changed its name to American Post Tension, Inc. (“APTI”) on September 24, 2007.

     As a result of the Merger, as the acquired entity’s shareholders exercise control over APTI, the transaction is deemed to be a capital transaction whereby APTI is treated as a non-business entity. Therefore, the accounting for the business combination is identical to that resulting from a reverse merger, except no goodwill or other intangible assets will be recorded as a result of the Merger. Accordingly, the Company did not recognize goodwill or any other intangible assets in connection with the transaction.

PTNV is treated as the acquirer for accounting purposes. Therefore, the historic financial statements prior to merger are those of PTNV and post merger, the financial statements represent the consolidated financial position and operating results of American Post Tension, Inc. and its wholly-owned subsidiary, Post Tension of Nevada. All references to shares and per share amounts in the accompanying financial statements have been restated to reflect the aforementioned share exchange.

     In July 2001, the Financial Accounting Standards Board issued Statement of Financial Accounting Standards “SFAS” No. 141, Business Combinations and SFAS No. 142, Goodwill and Other Intangible Assets. SFAS No. 141 requires business combinations initiated after September 30, 2001 to be accounted for using the purchase method of accounting, and broadens the criteria for recording intangible assets separate from goodwill. Recorded goodwill and intangibles will be evaluated against these new criteria and may result in certain intangibles being subsumed into goodwill, or alternatively, amounts initially recorded as goodwill may be separately identified and recognized apart from goodwill. SFAS No. 142 requires the use of a non-amortization approach to account for purchased goodwill and certain intangibles. Under a non-amortization approach, goodwill and certain intangibles is more than its fair value. Goodwill is the excess of the acquisition costs of the acquired entity over the fair value of the identifiable net assets acquired. The Company is required to test goodwill and intangible assets that are determined to have an indefinite life for impairments at least annually. The provisions of SFAS No. 142 require the completion of an annual impairment test with any impairment recognized in current earnings. The provisions of SFAS No. 141 and SFAS No. 142 may be applicable to any business combination that we may enter into in the future.

     On April 23, 2007, APTI filed a Schedule 14F-1 and as amended by a Schedule 14F-1/A filed on June 6, 2007 regarding a change in the majority of directors to comply with Rule 14f-1. The description of the transactions contemplated by the Merger Agreement set forth herein does not purport to be complete and is qualified in its entirety by reference to the full text of the exhibit in a Current Report on Form 8-K/A, Amendment No.2, filed on June 28, 2007 and incorporated by this reference.

     The Company now operates its business through PTNV, a Henderson, Nevada based company. We provide post-tension components and systems that reinforce concrete construction for the residential and commercial markets of the western United States. PTNV is 20 years old, and we believe that PTNV is one of the largest domestically owned post tension companies. PTNV provides both full service and freight-on-board components. The full-service business accounts for 90% of PTNV’s revenues, and the margins for the full-service residential SOG market are typically higher than for product sales. Before concrete slab (slab-on-ground (SOG)) foundations are poured, PTNV installs the post-tension system. After the foundation is poured, with the system in place, when the proper pressure is achieved, the post-tension cables are then tensioned to thirty-three thousand pounds each tendon. This creates a stronger base that eliminates unwanted expansion movement and settling that can otherwise damage interior and exterior walls. PTNV designs disburse the load throughout the slab, not only on perimeter or load-bearing walls. In 2006, PTNV installed approximately fifty-one million square feet of post tension foundations, utilizing approximately 50 million linear feet of post-tensioning cable. PTNV serves it customers from its 4 offices—Las Vegas, Nevada (corporate headquarters), Phoenix Arizona, Tucson Arizona, and Denver Colorado.

Product and Service

     According to the Post-Tensioning Institute, “Post-Tensioning is a method of reinforcing concrete, masonry, and other structural elements. Post-Tensioning is a method of prestressing. Prestressed concrete or masonry has internal stresses (forces) induced into it during the construction phase for the purpose of counteracting the anticipated external loads that it will encounter during its lifecycle.” There are two methods of prestressing. One is called pre-tensioning. This method consists of stressing the reinforcing inside of large steel buttresses, and then casting the concrete around the reinforcing. This method can only be done at a precast manufacturing facility and requires the completed prestressed concrete members to be trucked out to the job site and then assembled. The other method of prestressing is called post-tensioning. Instead of stressing the reinforcing inside of large steel buttresses at a manufacturing plant, the reinforcing is simply installed on the job site after the contractor forms up the slabs or constructs the walls. The reinforcing steel is housed in sheathing or duct that prevents the steel from bonding to the concrete so that it

can be stressed after the concrete cures (hardens). Using the post-tensioning method of prestressing enables a builder to get all the advantages of prestressed concrete while still enabling the freedom to construct the member (slab, wall, column, etc,) on the job site.”

     Today, a post-tension slab costs no more than a rebar slab (a slab with reinforcing steel built into it at a manufacturing plant) and in some instances, even less. Post tension inhibits unwanted expansion movement and settling that can damage interior and exterior walls. Post tension designs disburse the load throughout the slab, not only on perimeter or load-bearing walls, and, for more than 30 years, post tension construction has demonstrated excellent performance, especially in poor soil, which is common in most regions of the country.

     We purchase raw cable, anchors, rebar, wedges, stressing equipment and parts, splice chucks, end protectors, dead-end spacers and pocket formers from a small number of high quality suppliers and enjoy excellent relationships with our suppliers. We depend on our suppliers for all of our raw materials. Like other users of steel products, we have experienced increases of the cost of our materials over recent years. We have been able to manage these cost increases and maintain our margins by effective management but remain susceptible to further vagaries in the price of these raw materials. The company is also affected by the market of our main customer, subcontractors to the housing and commercial builders.

     Currently PTNV has 110 employees. We do not outsource our labor; however, we have used on occasion temporary services to hire office personnel. None of our employees were represented by a union during the quarter ended September 30, 2007, and we believe relationships with our employees are good.

Markets and Marketing

     We are a well known and respected company with high saturation throughout the western United States. Within the residential housing markets of Las Vegas, Nevada and Phoenix, Arizona, we have a 70% market share and an 80% market share in Denver, Colorado and Tucson, Arizona. In 1994, we became the first company to provide post tension services in Arizona. We currently operate in several high growth markets with new construction. Residential construction accounts for the majority of our slab-on-ground revenues, while commercial construction is much smaller at this time. We intend to expand our workforce in 2007 by hiring additional salespeople and draft engineers. Starting in Las Vegas, we will attempt to generate sales in the high rise market, which is expected to see $10 billion of new construction on the Las Vegas Strip in the next five years. We can provide no assurance, however, that we will be successful in obtaining a significant, or any, market share in the commercial construction market.

     In addition to the SOG post-tensioning products and services described above, we also provide materials to our customers on a freight-on-board (“FOB”) basis—the buyer assumes the responsibility for the shipment and shipping charges of the materials purchased from us. Today, we offer this service to clients in Utah and California Our plans are to attempt to expand the reach of our FOB business, although we cannot provide any assurance that we will be able to increase this segment of our business in accordance with our plans, if at all. It is our intention to expand our presence in this market segment by expanding our workforce and marketing to this customer base as well as acquisition of other companies with an existing presence in this market. At this time, we have no definitive plans to acquire any other businesses, and we cannot provide assurances that we will be able to acquire businesses in this area on terms that are favorable to us.

     We have a reputation for providing superior services to our clients. Some clients have been depending on us for 20 years, though there are no long term contracts with them. However, the company is currently negotiating with one of the largest home builders in the United States to make us the exclusive provider of post tension services to all concrete contractors used by the builder, in the states of Nevada, Arizona and Colorado. We cannot provide any assurances that we will be able to successfully negotiate this arrangement or that, if we are able to negotiate such an arrangement, the arrangement will be on terms that we prefer. The company has 99 customers. Most of them are contractors, concrete suppliers and other subcontractors to the construction industry. The top 10 customers each accounted for $7.4 million in our revenues for the nine months ended September 30, 2007.

Competition

     Our competition in supplying full-service post tension technology and FOB service to the target markets consists primarily of other post tension companies located in the United States, some of which are owned by European companies. We believe that we are the largest domestic owned post tension company in the United States. Other smaller domestic companies have no distinct advantage, other than geographic location, over PTNV. The two largest international companies of which we are aware have more completed high rise projects, but we do not believe that will significantly diminish our ability to provide full service to similar projects in the future.

     Of the 25 companies that belong to the Post Tensioning Institute, PTNV is the third largest. Our two main competitors are Suncoast Post Tension, a Keller Company, and DSI (Dywidag-Systems International) both owned by European companies. Regionally, there are a handful of firms that provide similar services. Throughout the entire United States there are approximately 40 companies like us. It is well known throughout the industry that both Suncoast and DSI are able to handle larger high rise projects but struggle in the SOG market because we offer labor as part of the total service and the others offer only materials. When they compete in our markets they have to add the labor to be competitive from a service perspective.

Note 2: SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

     Basis of Presentation. The condensed consolidated financial statements have been prepared in accordance with accounting principles generally accepted in the United States of America for interim financial statements and with Form 10-Q and Item 310 of Regulation S-K of the Securities and Exchange Commission. Accordingly, they do not contain all the information and footnotes required by accounting principles generally accepted in the United States of America for annual financial statements. The consolidated financial statements include the accounts of the Company and its wholly owned subsidiary. All significant inter-company balances and transactions have been eliminated in consolidation. In the opinion of the Company’s management, the accompanying unaudited condensed consolidated financial statements contain all the adjustments necessary (consisting only of normal recurring accruals) to make the financial position of the Company as of September 30, 2007 and the results of operations and cash flows for the three months and nine months ended September 30, 2007 and 2006 not misleading. The unaudited condensed consolidated financial statements should be read in conjunction with the audited financial statements contained in Form 8-K/A filed on June 28, 2007 and the audited financial statements contained in our Form 10-K for the year ended December 31, 2007 filed on May 8, 2008.

     Use of Estimates—The preparation of financial statements in conformity with accounting principles generally accepted in the United States of America 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 reporting amounts of revenues and expenses during the reported period. Actual results could differ from those estimates.

     Revenue and Cost Recognition—Revenues from fixed-price construction contracts are recorded using the completed contract method whereby revenues are earned when the contract is substantially completed. Contracts are considered substantially completed when the concrete slab has been poured. Revenue from sales of materials only is recorded upon shipment of the materials. Contract costs include all direct material and labor as well as those indirect costs related to contract performance such as indirect labor, supplies, tools, repairs, and depreciation. Selling, general, and administrative costs are charged to expense as incurred.

     Cash, Cash Equivalents and Concentration of Credit Risk—The Company considers all highly liquid temporary cash investments with an original maturity of three months or less when purchased, to be cash equivalents. Financial instruments that potentially subject the Company to significant concentrations of credit risk consist of cash. The Company maintains its cash accounts at high quality financial institutions

with balances, at times, in excess of federally insured limits. As of September 30, 2007, the Company had cash balances of $2,076,606, which is in excess of the federally insured limit of $100,000. The Company has substantial cash balances which are invested in a money market account with a bank.

     Fair Value of Financial Instruments—The carrying amounts reported in the balance sheet for accounts payable, accrued expenses, and due to related parties approximate fair value based on the short-term maturity of these instruments.

     Accounts receivable, trade—Accounts receivable are recorded at the invoiced amount and do not bear interest. The Company extends unsecured credit to its customers in the ordinary course of business but mitigates the associated risks by performing credit checks and actively pursuing past due accounts. An allowance for doubtful accounts is established and determined based on management’s’ assessment of known requirements, aging of receivables, payment history, the customer’s current credit worthiness and the economic environment. Trade receivables are written off when deemed uncollectible. Recoveries of trade receivables previously written off are recorded when received. The Company follows the practice of filing statutory “mechanics” liens on construction projects where collection problems are anticipated. The liens serve, as collateral for those accounts receivable.

     Material and Supplies Inventory—Inventory consists of raw materials, processed inventory, and inventory on site and is stated at the lower of cost or market using the first-in first-out method.

     Equipment and Leasehold Improvements—Equipment and leasehold improvements are stated at cost. Depreciation is computed using the straight-line method over the estimated useful lives of the related assets, which range from 5 to 7 years. Leasehold improvements are amortized over the lesser of the estimated life of the asset or the lease term. The lease term for buildings leased from shareholders is considered to be the economic life of the building. Expenditures for maintenance and repairs are charged to operations as incurred. Renewals and betterments are capitalized. Upon retirement or other disposition of equipment, the cost and related accumulated depreciation are removed from the accounts and the resulting gains or losses are reflected in earnings.

     Equipment Under Capital Leases—Capital leases, which transfer substantially the entire benefits and risks incident to the ownership of the property to the Company, are accounted for as the acquisition of an asset and the incurrence of an obligation. Under this method of accounting, the cost of the leased asset is amortized principally using the straight-line method over its estimated useful life, the obligation including interest thereon, is liquidated over the life of the lease. Depreciation expense on equipment under a capital lease is included with that of owned equipment.

     Advertising Costs—Advertising costs are expensed as incurred.

     Income Taxes—Income taxes are accounted for in accordance with the provisions of SFAS No. 109. Deferred tax assets and liabilities are recognized for the future tax consequences attributable to differences between the financial statement carrying amounts of existing assets and liabilities and their respective tax bases. Deferred tax assets and liabilities are measured using enacted tax rates expected to apply to taxable income in the years in which those temporary differences are expected to be recovered or settled. The effect on deferred tax assets and liabilities of a change in tax rates is recognized as income in the period that includes the enactment date. Valuation allowances are established, when necessary, to reduce deferred tax assets to the amounts expected to be realized, but no less than quarterly.

     Comprehensive Income—SFAS No. 130, Reporting Comprehensive Income, establishes standards for reporting and display of comprehensive income, its components and accumulated balances. Comprehensive income as defined includes all changes in equity during a period from non-owner sources. The Company has not identified any sources of comprehensive income for the periods presented.

     Related Parties—For the purposes of these financial statements, parties are considered to be related if one party has the ability, directly or indirectly, to control the party or exercise significant influence over the party in making financial and operating decisions, or vice versa, or where the Company

and the party are subject to common control or common significant influence. Related parties may be individuals or other entities.

     Basic and Diluted Earnings/(Loss) Per Share— Net earnings and loss per share is computed in accordance with Statement of Financial Standards No. 128, Earnings Per Share (“SFAS No. 128”). SFAS No. 128 requires the presentation of both basic and diluted earnings per share. Basic net earnings and loss per common share is computed using the weighted average number of common shares outstanding during the period. Diluted loss per share reflects the potential dilution that could occur through the potential effect of common shares issuable upon the exercise of stock options, warrants and convertible securities. The calculation assumes: (i) the exercise of stock options and warrants based on the treasury stock method; and (ii) the conversion of convertible preferred stock only if an entity records earnings from continuing operations, as such adjustments would otherwise be anti-dilutive to earnings per share from continuing operations.

Note 3: RECENT ACCOUNTING PRONOUNCEMENTS

     In May 2005, the FASB issued SFAS No. 154, Accounting Changes and Error Corrections — a replacement of APB Opinion No. 20 and FASB Statement No. 3 (“SFAS 154”). SFAS 154 changes the requirements for the accounting for and reporting of a change in accounting principle. These requirements apply to all voluntary changes and changes required by an accounting pronouncement in the unusual instance that the pronouncement does not include specific transition provisions. SFAS 154 is effective for fiscal years beginning after December 15, 2005. The adoption of SFAS 154 did not have a material impact on the Company’s financial statements or results of operations.

     In September 2005, the FASB’s Emerging Issues Task Force (“EITF”) reached a final consensus on Issue 04-13, Accounting for Purchases and Sales of Inventory with the Same Counterparty (“EITF 04-13”). EITF 04-13 requires that two or more legally separate exchange transactions with the same counterparty be combined and considered a single arrangement for purposes of applying APB Opinion No. 29, “Accounting for Nonmonetary Transactions”, when the transactions are entered into in contemplation of one another. EITF 04-13 is effective for new arrangements entered into, or modifications or renewals of existing arrangements, in interim or annual periods beginning after March 15, 2006. The Company does not anticipate that the adoption of this statement will have a material effect on the Company’s financial position or results of operations.

     In February 2006, FASB issued SFAS No. 155, Accounting for Certain Hybrid Financial Instruments, an amendment of FASB Statements No. 133 and 140. SFAS 155 clarifies certain issues relating to embedded derivatives and beneficial interests in securitized financial assets. The provisions of SFAS 155 are effective for all financial instruments acquired or issued after fiscal years beginning after September 15, 2006. The adoption of this pronouncement did not have a material impact on the Company’s financial position, results of operations or cash flows.

     In July 2006, FASB issued Interpretation No. 48, Accounting for Uncertainty in Income Taxes — an Interpretation of FASB Statement No. 109 (FIN 48). This interpretation establishes for all entities a minimum threshold for financial statement recognition of the benefit of tax positions, and requires certain expanded disclosures. Additionally, FIN 48 provides guidance on measurement, derecognition, classification, interest and penalties, accounting for income taxes in interim periods, as well as the required disclosures and transition. This interpretation is effective for fiscal years beginning after December 31, 2006, and is to be applied to all open tax years as of the date of effectiveness. The adoption of this pronouncement did not have a material impact on the Company’s financial position, results of operations or cash flows. There were no unrecognized tax benefits as of January 1, 2007.

     In September 2006, the SEC released SAB No. 108, Considering the Effects of Prior Year Misstatements when Quantifying Misstatements in Current Year Financial Statements (“SAB 108”). SAB 108 provides interpretive guidance on the SEC’s views on how the effects of the carryover or reversal of prior year misstatements should be considered in quantifying a current year misstatement. The provision of SAB 108 is effective for the Company for fiscal year ending December 31, 2006. The Company is

currently evaluating the impact of SAB 108 but does not believe that the application of SAB 108 will have a material effect on its financial position, cash flows nor results of operations.

     In September 2006, the FASB issued SFAS No. 157, Fair Value Measurements (Statement 157), which addresses how companies should measure fair value when they are required to use a fair value measure for recognition or disclosure purposes under generally accepted accounting principles. Statement 157 defines fair value, establishes a framework for measuring fair value in generally accepted accounting principles and expands disclosures about fair value measurements. Statement 157 is effective for financial statements issued for fiscal years beginning after November 15, 2007 and should be applied prospectively, except in the case of a limited number of financial instruments that require retrospective application. We are currently evaluating the potential impact of Statement 157 on our financial statements.

     In December 2006, the FASB approved FASB Staff Position (FSP) No. EITF 00-19-2, Accounting for Registration Payment Arrangements (“FSP EITF 00-19-2”), which specifies that the contingent obligation to make future payments or otherwise transfer consideration under a registration payment arrangement, whether issued as a separate agreement or included as a provision of a financial instrument or other agreement, should be separately recognized and measured in accordance with SFAS No. 5, “Accounting for Contingencies”. FSP EITF 00-19-2 also requires additional disclosure regarding the nature of any registration payment arrangements, alternative settlement methods, the maximum potential amount of consideration and the current carrying amount of the liability, if any. The guidance in FSP EITF 00-19-2 amends FASB Statements No. 133, “Accounting for Derivative Instruments and Hedging Activities”, and No. 150, “Accounting for Certain Financial Instruments with Characteristics of both Liabilities and Equity”, and FASB Interpretation No. 45, “Guarantor’s Accounting and Disclosure requirement for Guarantees, Including Indirect Guarantees of Indebtedness of Others”, to include scope exceptions for registration payment arrangements. FSP EITF 00-19-2 is effective immediately for registration payment arrangements and the financial instruments subject to those arrangements that are entered into or modified subsequent to the issuance date of this FSP, or for financial statements issued for fiscal years beginning after December 15, 2006, and interim periods within those fiscal years, for registration payment arrangements entered into prior to the issuance date of this FSP. We are currently evaluating the potential impact of FSP EITF 00-19-2 on our financial statements. We do not expect the impact will be material.

     In February 2007, the FASB issued SFAS No. 159, The Fair Value Option for Financial Assets and Financial Liabilities-including an amendment of FAS 115 (Statement 159). Statement 159 allows entities to choose, at specified election dates, to measure eligible financial assets and liabilities at fair value that are not otherwise required to be measured at fair value. If a company elects the fair value option for an eligible item, changes in that item’s fair value in subsequent reporting periods must be recognized in current earnings. Statement 159 is effective for fiscal years beginning after November 15, 2007. We are currently evaluating the potential impact of Statement 159 on our financial statements. We do not expect the impact will be material.

     PTNV was formed as an S Corporation and terminated its Sub S tax status and elected to operate as a C corporation in tandem with the completion of the Merger Agreement. Based on the Company’s evaluation, it has been concluded that there are no significant uncertain tax positions requiring recognition in the Company’s financial statements. The Company believes that its income tax positions and deductions would be sustained on audit and does not anticipate any adjustments that would result in a material change to its financial position. Consequently, the Company did not record any cumulative effect adjustment related to the adoption of FIN 48. The Company does not expect its tax position to change during the next twelve months. Management is currently unaware of any issues under review that could result in significant payments, accruals or material deviation from its position.

Note 4: RESTATEMENT OF CONSOLIDATED FINANCIAL STATEMENTS, SPECIAL COMMITTEE AND COMPANY FINDINGS

     On November 30, 2007, our Board of Directors created a Special Committee comprised of the two independent directors to work with the Company’s then Chief Financial Officer to conduct a voluntary, internal review of the Company’s recording and valuation of stock issued to employees and consultants

related to the merger transaction completed by the Company in April 2007. The Special Committee retained outside counsel and a valuation expert to assist with this review.

     Based on the final report issued by the Company’s retained valuation expert dated February 28, 2008, the Special Committee determined that the prior valuation of $0.16 per share recorded by the Company should be adjusted to a revised Fair Market Value of $0.36 per share. The valuation expert considered various factors including the restrictive period of transferability associated with the shares issued, lack of marketability and other factors in determining the fair market value of the shares of common stock issued. Subsequently, in consultation with our independent auditors, we determined that the prior valuation should be adjusted to $0.59 per share. The Company issued 5,325,840 shares of common stock to consultants and 101,600 shares of common stock to employees prior to the Merger. The additional expense of $0.43 per share of common stock issued results in an additional non-cash compensation expense of $2,333,799 during the three months ended June 30, 2007. Compensation expense is recorded in accordance with Statement of Financial Accounting Standards No. 123(R) (revised) “Share-Based Payment” (“SFAS No. 123(R)”) and SFAS 157. In September 2006, the FASB issued SFAS No. 157, Fair Value Measurements (Statement 157), which addresses how companies should measure fair value when they are required to use a fair value measure for recognition or disclosure purposes under generally accepted accounting principles. Statement 157 defines fair value, establishes a framework for measuring fair value in generally accepted accounting principles and expands disclosures about fair value measurements.

     There was no effect on the balance sheet accounts as reported in the Quarterly Report on Form 10-Q/A for the three months ended June 30, 2007. As a result of the Merger, as the acquired entity’s shareholders exercise control over the Company, the transaction is deemed to be a capital transaction whereby the Company is treated as a non-business entity. Therefore, the accounting for the business combination is identical to that resulting from a reverse merger, except no goodwill or other intangible assets will be recorded as a result of the Merger. Accordingly, the Company did not recognize goodwill or any other intangible assets in connection with the transaction. PTNV is treated as the acquirer for accounting purposes. Therefore, the historic financial statements prior to the Merger are those of PTNV and post merger, the financial statements represent the consolidated financial position and operating results of Company and its wholly-owned subsidiary, Post Tension of Nevada. All retained earnings of PTNV were recapitalized to retained earnings as of the merger date. The shares in question were issued by PTNV prior to the Merger and thus increased valuation of the shares issued resulted in an increase to additional paid in capital and a corresponding decrease to retained earnings of PTNV. Because all retained earnings of PTNV were recapitalized to additional paid in capital on the merger date, there was no effect upon the previously reported balance sheets as of June 30, 2007 or September 30, 2007.

     In considering the causes of the accounting errors set forth below, the Special Committee concluded that the evidence does not support a finding of intentional manipulation of stock grant pricing by any member of existing management.

     The following table sets forth the impact of the additional non-cash charges for stock-based compensation expense and on our unaudited consolidated condensed statements of operations for the three and nine months ended September 30, 2007.

		Three Months Ended September 30, 2007												Nine Months Ended September 30, 2007
		As												As
		Previously								As				Previously								As
		Reported				Adjustments				Restated				Reported				Adjustments				Restated
Sales		$	4,166,195				—			$	4,166,195			$	12,777,236			$	—			$	12,777,236
Cost of sales			2,980,306				—				2,980,306				9,235,323				—				9,235,323
Gross Margin			1,185,889				—				1,185,889				3,541,913				—				3,541,913
Other costs and expenses

		Three Months Ended September 30, 2007												Nine Months Ended September 30, 2007
		As												As
		Previously								As				Previously								As
		Reported				Adjustments				Restated				Reported				Adjustments				Restated
Selling, general and administrative			1,282,564				12,000				1,270,564				3,261,616				31,688				3,293,304
Income from operations			(96,675	)			12,000				(84,675	)			280,297				(31,688	)			248,609
Other income and (expense)
Merger related expenses and costs			—				—				—				(929,289	)			(2,290,111	)			(3,219,400	)
Other income (expense), net			56,853				—				56,853				793,219				—				793,219
Interest income, net			15,429				—				15,429				63,973				—				63,973
Net income before income tax			(24,393	)			12,000				(12,393	)			208,200				(2,321,799	)			(2,113,599	)
Provision for income taxes			(8,527	)			4,320				(4,207	)			169,090				4,320				173,410
Net income		$	(15,866	)		$	7,680			$	(8,186	)		$	39,110			$	(2,326,119	)		$	(2,287,009	)
Net income per share — basic		$	0.00			$	0.00			$	0.00			$	0.00			$	(0.07	)		$	(0.07	)
Net income per share — diluted		$	0.00			$	0.00			$	0.00			$	0.00			$	(0.07	)		$	(0.07	)

The following table sets forth the impact of the additional non-cash charges for stock-based compensation expense on our unaudited consolidated condensed statements of cash flows for the three and nine months ended September 30, 2007.

		Three Months Ended September 30, 2007												Nine Months Ended September 30, 2007
		As												As
		Previously								As				Previously								As
		Reported				Adjustments				Restated				Reported				Adjustments				Restated
Net Income		$	(15,866	)		$	7,680			$	(8,186	)		$	39,100			$	(2,326,119	)		$	(2,287,009	)
Adjustment to reconcile net income to net cash provided (used in) by operating activities:
Depreciation			93,719				—				93,719				139,132				—				139,132
Shares issued as part of merger in lieu of cash			—				—				—				852,134				2,290,111				3,142,245
Shares issued to employees and BOD members			30,000				(12,000	)			18,000				46,256				31,688				77,944
Changes in assets and liabilities:
(Increase) decrease in:
Accounts receivable			244,531				—				244,531				(372,420	)			—				(372,420	)
Inventory			(154,603	)			—				(154,603	)			1,484,939				—				1,484,939
Prepaid expenses and other assets			25,826				—				25,827				99,479				—				99,478
Increase (decrease) in
Accounts payable and accrued expenses			239,971				—				239,971				224,092				—				224,092
Accrued income taxes payable			(8,527	)			4,320				(4,207	)			146,533				4,320				150,873
Total adjustments			470,917				(7,680	)			463,238				2,620,145				2,326,119				4,946,264
Net cash provided (used in) operating activities			455,051				—				455,052				2,659,255				—				2,659,255
Cash flows from investing activities:
Distribution of property and equipment to shareholders in lieu of cash compensation			21,882				—				21,882				21,882								21,882
Net proceeds from the sale/retirement of property and equipment			(1,601	)			—				(1,601	)			(16,220	)							(16,220	)
Acquisition (sale) of property and equipment			(84,366	)			—				(84,366	)			(130,723	)			—				(130,722	)
Net cash provided (used) in investing activities			(64,085	)			—				(64,085	)			(125,060	)			—				(125,060	)
Cash from financing activities:
Shareholder distributions			—				—				—				(2,994,769	)			—				(2,994,769	)
Issuance of shares for public shell net assets			—				—				—				4,407				—				4,407
Decrease in line of credit			—				—				—				—				—				—
Increase (repayment) of loans payable			(3,573	)			—				(3,573	)			8,266								8,266
Proceeds from shareholder loans			—				—				—				—				—				—

		Three Months Ended September 30, 2007												Nine Months Ended September 30, 2007
		As												As
		Previously								As				Previously								As
		Reported				Adjustments				Restated				Reported				Adjustments				Restated
Repayment of shareholder loans			(133,662	)			—				(133,662	)			(412,690	)			—				(412,690	)
Net cash provided by financing activities			(137,235	)			—				(137,235	)			(3,394,786	)			—				(3,394,786	)
Net increase (decrease) in cash and cash equivalents			253,732				—				253,732				(860,591	)			—				(860,591	)
Cash and cash equivalents, beginning of period			1,822,874				—				1,822,874				2,937,178				—				2,937,178
Cash and cash equivalents, end of period		$	2,076,606			$	—			$	2,076,606			$	2,076,606			$	—			$	2,076,606

Note 5: ACCOUNTS RECEIVABLE

     Accounts receivable are summarized as follows:

		September 30,				December 31,
		2007				2006
Accounts receivable		$	2,498,503			$	2,176,908
Allowance for doubtful accounts			(240,275	)			(291,100	)
Net amount		$	2,258,228			$	1,885,808

     The Company’s top ten customers comprised 58% of sales during the three and nine month period ending September 30, 2007. The top ten customers comprised 64% of sales during the twelve months ended December 31, 2006.

Note 6: PROPERTY AND EQUIPMENT, NET

     As of September 30, 2007 and December 31, 2006, the Company’s property and equipment, net is comprised of:

		September 30,				December 31,
		2007				2006
Buildings		$	372,564			$	356,124
Leasehold improvements			219,140				219,140
Transportation equipment			563,606				575,229
Machinery and equipment			945,808				941,152
Furniture, fixtures and office equipment			33,060				27,046
Computers			49,409				43,204
Software			49,509				10,562
			2,233,096				2,172,457
Less: Accumulated depreciation			(1,198,550	)			(1,107,309	)
Total net fixed assets		$	1,034,546			$	1,065,148

     Depreciation and amortization related to property and equipment was $93,719 and $29,144 for the three months ended September 30, 2007 and 2006, and $139,132 and $87,433 for the nine months ended September 30, 2007 and 2006, respectively.

Note 7: ACCOUNTS PAYABLE AND ACCRUED EXPENSES

     Accounts payable and accrued expenses at September 30, 2007 and December 31, 2006 consisted of the following:

		September 30,				December 31,
		2007				2006
Accounts payable		$	635,194			$	428,560
Payroll accrual and payroll taxes			87,827				48,312
Sales/Use tax			10				22,066
Total accounts payable and accrued expense		$	723,031			$	498,939

Note 8: RELATED PARTY TRANSACTIONS

     The Company leases substantially all of its office, maintenance and warehouse facilities from Ed Hohman, President, and John Hohman, Chief Operating Officer. Rents were paid or accrued in favor of the shareholders in the amount of $62,040 and $160,945 for the three and nine months ended September 30, 2007.

Note 9: SHAREHOLDER LOANS AND LONG TERM DEBT

     At September 30 2007 and December 31, 2006 the Company had loans due to its shareholders aggregating $321,100 and $733,790, respectively. The loans are due on April 15, 2008 and bear interest at 7% per annum. Additionally the Company has notes payable for vehicle purchases aggregating $1,311 and $9,577 at September 30, 2007 and December 31, 2006, respectively. The notes bear interest at rates from 6.5% and 8% per annum and are due in monthly installments aggregating $1,938.

Note 10: STOCK OPTION PLAN

     The board of directors, on November 24, 2002, adopted the Company’s 2002 Non-Statutory Stock Option Plan (“Plan”) so as to provide a critical long-term incentive for employees, non-employee directors, consultants, attorneys and advisors of the Company and its subsidiaries, if any. The board of directors believes that the Company’s policy of granting stock options to such persons will continue to provide it with a critical advantage in attracting and retaining qualified candidates. In addition, the Plan is intended to provide the Company with maximum flexibility to compensate plan participants. It is expected that such flexibility will be an integral part of the Company’s policy to encourage employees, non-employee directors, consultants, attorneys and advisors to focus on the long-term growth of stockholder value. The board of directors believes that important advantages to the Company are gained by an option program such as the 2002 Plan which includes incentives for motivating employees of the Company, while at the same time promoting a closer identity of interest between employees, non-employee directors, consultants, attorneys and advisors on the one hand, and the stockholders on the other. As of September 30, 2007, no options have been issued.

Note 11: STOCKHOLDERS’ EQUITY

     PTNV was incorporated as a Subchapter S corporation. During April 2007 and prior to the consummation of the Merger, the Company became a C corporation. As a result of the Merger, PTNV became a wholly-owned subsidiary of APTI. Each outstanding share of PTNV common stock was converted into the right to receive 10,160.064 shares of APTI’s common stock as set forth in the Merger Agreement. Under the terms of the Merger Agreement at closing, APTI issued, and the PTNV stockholders received, in a tax-free exchange, shares of APTI common stock such that PTNV stockholders now own approximately 90% of the issued and outstanding shares of the Company.

     As a result of the Merger, as the acquired entity’s shareholders exercise control over APTI, the transaction is deemed to be a capital transaction whereby APTI is treated as a non-business entity. Therefore, the accounting for the business combination is identical to that resulting from a reverse merger, except that no goodwill or other intangible assets will be recorded as a result of the Merger. Accordingly, the Company did not recognize goodwill or any other intangible assets in connection with the transaction. The Merger was accounted for as a reverse merger transaction and PTNV was deemed to be the acquirer. The assets, liabilities and the historical operations prior to the Merger are those of PTNV. Subsequent to the Merger, the consolidated financial statements include the assets and liabilities of PTNV and American Post Tension, Inc. and the historical operations of PTNV and the operations of American Post Tension, Inc. from the closing date of the Merger.

     PTNV issued 526 shares of common stock to consultants and advisors prior to the consummation of the Merger. The shares were exchanged for 5,327,840 shares of common stock of American Post Tension, Inc. on the consummation of the Merger. PTNV issued 10 shares of common stock to employees prior to the consummation of the Merger that were converted into 101,600 shares of American Post Tension, Inc. upon the consummation of the Merger agreement. The 5,327,840 shares of common stock and 101,600 shares of common stock were originally valued at $0.16 per share. As discussed previously in Note 4, on November 30, 2007, our Board of Directors created a Special Committee comprised of the two independent directors to work with the Company’s then Chief Financial Officer to conduct a voluntary, internal review of the Company’s recording and valuation of stock issued to employees and consultants related to the merger transaction completed by the Company in April 2007. The Special Committee retained outside counsel and a valuation expert to assist with this review. Based on the final report issued by the Company’s retained valuation expert dated February 28, 2008, the Special Committee determined that the prior valuation of $0.16 per share recorded by the Company should be adjusted to a revised Fair Market Value of $0.36 per share. The valuation expert considered various factors including the restrictive period of transferability associated with the shares issued, lack of marketability and other factors in determining the fair market value of the shares of common stock issued. Subsequently, in consultation with our independent auditors, we determined that the prior valuation should be adjusted to $0.59 per share. The additional expense of $0.43 per share of common stock issued results in an additional non-cash compensation expense of $2,333,799 during the three months ended June 30, 2007.

     PTNV reclassified $3,168,829 from Retained earnings to Additional paid in capital when PTNV terminated is Subchapter S election in April 2007. PTNV prior to the consummation of the Merger made distributions to shareholders in the amount of $438,050 during the three months ended March 31, 2007 and $2,556,718 during the three months ended June 30, 2007. The distributions to shareholders were recorded as a reduction to Retained earnings.

     PTNV reclassified $3,168,829 from Retained earnings to Additional paid in capital when PTNV terminated is Subchapter S election in April 2007. PTNV prior to the consummation of the Merger made distributions to shareholders in the amount of $438,050 during the three months ended March 31, 2007 and $2,556,718 during the three months ended June 30, 2007. No distributions were made to shareholders during the three months ended September 30, 2007. The distributions to shareholders were recorded as a reduction to Retained earnings.

     All references to shares and per share amounts in the accompanying financial statements have been restated to reflect the aforementioned share exchange. All retained earnings of PTNV were reclassified to Additional Paid in Capital on the date of the termination of its Subchapter S election in April 2007.

     The Company issued 25,000 shares of restricted stock to two independent members of the Board of Directors in July 2007 (for a total issuance of 50,000 shares of restricted common stock). The Company originally recorded compensation expense in the amount of $30,000 at a rate of $0.60 per share to reflect the estimated value of the 50,000 shares of common stock. As a result of the revaluation of the shares, as discussed previously, the shares were revalued at $0.36 per share, resulting in a revised amount to recorded compensation expense in the amount of $18,000 at a rate of $0.36 per share to reflect the estimated value of the 50,000 shares of common stock as of the later date of their issue than the shares issued in connection with the merger.

Note 12: INCOME TAXES

     Under Sections 382 and 269 (the “shell corporation” rule) of the Code following an “ownership change,” special limitations (“Section 382 Limitations”) apply to the use by a corporation of its net operating loss, or NOL, carryforwards arising before the ownership change and various other carryforwards of tax attributes (referred to collectively as the “Applicable Tax Attributes”). The Company had NOL carryforwards due to historical losses of the public shell of approximately $364,393 at December 31, 2006 and $257,969 at September 30, 2007. These NOL carryforwards will expire through calendar year 2026 if

not utilized and are subject to review and possible adjustment by the IRS. As a result of the Merger, the Company experienced an ownership change, and Section 382 Limitation will apply to the Applicable Tax Attributes of the Company.

     The Company did not record a provision for income taxes for the three months ended March 31, 2007, as PTNV was a Subchapter S corporation until April 2007. All retained earnings of PTNV were reclassified to Additional paid in capital on the Subchapter S election termination by PTNV. The Company has had taxable income of $431,605 post merger and post termination of the Subchapter S election by PTNV. The Company recorded a $155,080 accrual for Federal Income taxes during the three months ended June 30, 2007 and recorded a reduction in accrual in the amount of ($4,320) during the three months ended September 30, 2007.

     The Company has adopted the provisions of FIN 48. As a result of the implementation of FIN 48, the Company performed a comprehensive review of its uncertain tax positions in accordance with recognition and measurement standards established by FIN 48. In this regard, an uncertain tax position represents the Company’s expected treatment of a tax position taken in a filed tax return, or expected to be taken in a tax return, that has not been reflected in measuring income tax expense for financial reporting purposes. The Company does not expect any reasonably possible material changes to the estimated amount of liability associated with uncertain tax positions through January 1, 2008. The Company’s continuing policy is to recognize accrued interest and penalties related to income tax matters in income tax expense.

Note 13: NET INCOME PER SHARE

     Net (loss) income per share is calculated in accordance with SFAS No. 128, Earnings Per Share, which requires presentation of basic and diluted net (loss) income per share. Basic net (loss) income per share excludes dilution, and is computed by dividing net (loss) income by the weighted average number of common shares outstanding during the period. During the three and nine months ended September 30, 2007 and for all prior periods, diluted net income per share is computed in the same manner as basic net income per share after assuming issuance of common stock for all potentially dilutive equivalent shares, which includes (1) stock options (using the treasury stock method), and (2) the effect of unvested shares of common stock outstanding. Anti-dilutive instruments are not considered in this calculation.

     The following is a reconciliation of the numerator and denominator of the basic and diluted earnings per share computation for the three and nine months ended September 30, 2007 and 2006:

		Three Months Ended September 30												Nine Months Ended September 30
		2007				2007								2007				2007
		As Previously				As								As Previously				As
		Reported				Restated				2006				Reported				Restated				2006
NUMERATOR:
Income available to common shareholders		$	(15,866	)		$	(8,186	)		$	1,310,498			$	39,100			$	(2,287,009	)		$	5,709,050
Numerator for net income per common share — diluted		$	(15,866	)		$	(8,186	)		$	1,310,498			$	39,100			$	(2,287,900	)		$	5,709,050
DENOMINATOR:
Weighted average common shares			34,275,296				34,275,296				25,400,160				34,275,296				30,981,946				25,400,160
Effect of dilutive securities:
Options			—				—				—				—				—				—
Restricted shares			—				—				—				—				—				—
Denominator for net income per common share—diluted			34,275,296				34,275,296				25,400,160				34,275,296				30,981,946				25,400,160
Net income per common share:
Net income—Basic		$	0.00	)		$	0.00			$	0.05			$	0.00			$	(0.07	)		$	0.22
Net income—Diluted		$	0.00			$	0.00			$	0.05			$	0.00			$	(0.07	)		$	0.22

Note 14: SUPPLEMENTAL FINANCIAL INFORMATION

     A summary of additions and deductions related to the allowance for doubtful accounts for the year ended December 31, 2006 and the three ended March 31, 2007, three months ended June 30, 2007 and the three months ended September 30, 2007 is as follows:

		Balance at												Balance at
		Beginning												End of
		of Period				Additions				Deductions				Period
Year ended December 31, 2006		$	291,100			$	—			$	—			$	291,100
Three Months ended March 31, 2007		$	291,100				—				—			$	291,100
Three Months ended June 30, 2007		$	291,100				—				—			$	291,000
Three Months ended September 30, 2007		$	291,000				—				50,725			$	240,275

ITEM 2. MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITIONS AND RESULTS OF OPERATIONS

Merger Agreement with Post Tension of Nevada

     On July 15, 2005, the Securities and Exchange Commission adopted final rules amending the use of Form S-8 and Form 8-K for shell companies like us. The amendments expand the definition of a shell company to mean a company, other than an asset-backed issuer, with no or nominal operations/assets or assets consisting of cash and cash equivalents and no or nominal other assets, the amendments prohibit the use of a Form S-8 (a form used by a corporation to register securities issued to an employee, director, officer, consultant or advisor, under certain circumstances), and revise the Form 8-K to require a shell company to include current Form 10 or Form 10-SB information, including audited financial statements, in the filing on Form 8-K that the shell company files to report the acquisition of the business opportunity. The rules are designed to assure that investors in shell companies that acquire operations or assets have access on a timely basis to the same kind of information as is available to investors in public companies with continuing operations.

     On December 28, 2006, APTI entered into a Memorandum of Understanding with PTNV, which became firm, and was announced in a Current Report on Form 8-K, filed with the SEC on February 20, 2007. On April 12, 2007, a Current Report on Form 8-K filed with the SEC reported the completion of the definitive Agreement and Plan of Merger (the “Merger Agreement”) with PTNV and PTNV Acquisition Corp, a Florida corporation and a wholly-owned subsidiary of APTI (“Acquisition Corp.”). The Merger Agreement provided that, upon the terms and subject to the conditions set forth in the Merger Agreement, Acquisition Corp. would merge with and into PTNV (the “Merger”). As a result of the Merger, PTNV became a wholly-owned subsidiary of APTI. Each outstanding share of PTNV common stock was converted into the right to receive 10,160.064 shares of the Company’s common stock as set forth in the Merger Agreement. Under the terms of the Merger Agreement at closing, the Company issued, and the PTNV stockholders received, in a tax-free exchange, shares of Company common stock such that PTNV stockholders now own approximately 90% of the issued and outstanding shares of the Company.

     These transactions were accounted for as a recapitalization, whereby PTNV was treated as the acquirer for accounting purposes. Therefore, the historic financial statements prior to merger are those of PTNV and post merger, the financial statements represent the consolidated financial position and operating results of American Post Tension, Inc and its wholly-owned subsidiary, Post Tension of Nevada. As a result of the business combination, if the acquired entity’s shareholders will exercise control over us, the transaction is deemed to be a capital transaction where we are treated as a non-business entity. Therefore, the accounting for the business combination is identical to that resulting from a reverse merger, except no goodwill or other intangible assets will be recorded. The Company did not recognize goodwill or any other intangible assets in connection with the transaction.

SELECTED HISTORICAL FINANCIAL DATA FOR POST TENSION OF NEVADA

     You should read the selected historical financial data of PTNV below in conjunction the amended Current Report on Form 8-K filed with the SEC on June 28, 2007. As stated previously, the Merger was accounted for as a recapitalization, whereby PTNV was treated as the acquirer for accounting purposes. Therefore, the historic financial statements prior to merger are those of PTNV and post merger, the financial statements represent the consolidated financial position and operating results of American Post Tension, Inc and its wholly-owned subsidiary, Post Tension of Nevada. The information below is being presented to give the financial reader a historical financial performance of PTNV, since PTNV is currently the sole operating entity of the Company. The selected consolidated historical financial data may not be indicative of future performance.

		2006				2005				2004				2003
Operating Data:
Sales		$	30,222,079			$	39,080,007			$	32,957,035			$	22,487,153
Cost of Sales			19,969,739				27,767,247				23,968,096				16,375,764
Gross Margin			10,252,340				11,312,760				8,988,939				6,111,389
Other costs and expenses:
Selling, general and administrative			4,460,243				4,928,149				3,433,581				3,673,652
Income from operations			5,792,097				6,384,611				5,555,358				2,437,652
Other income and (expense):
Other income (expense), net			167,830				72,775				113,239				17,667
Interest income (expense), net			(71,759	)			(89,900	)			(156,749	)			(1,600	)
Net income before income tax			5,888,168				6,367,486				5,511,848				2,453,719
Provision for income taxes			—				—				—				—
Net income			5,888,168				6,367,626				5,511,848				2,453,719
Net income per share:
Basic		$	0.23			$	0.25			$	0.20			$	0.10
Diluted		$	0.23			$	0.25			$	0.20			$	0.10
Distributions per share		$	0.26			$	0.25			$	0.14			$	0.10
Weighted average common shares outstanding:
Basic			25,400,160				25,400,160				25,400,160				25,400,160
Diluted			25,400,160				25,400,160				25,400,160				25,400,160
Other Data:
Cash flow provided by (used in):
Operating activities		$	7,743,292			$	6,297,773			$	3,682,968			$	1,120,647
Investing activities			132,483				(589,804	)			(399,109	)			(63,855	)
Financing activities			(6,614,000	)			(5,129,254	)			(1,774,714	)			(932,612	)
Capital expenditures			(132,483	)			589,804				399,109				63,855
Current tax expense			—				—				—				—

		2006				2005				2004				2003
Balance Sheet Data:
Cash and cash equivalents		$	2,937,178			$	2,255,889			$	1,677,183			$	168,038
Working capital			6,539,390				6,845,594				5,415,506				3,996,375
Total assets			8,837,267				9,850,168				8,249,359				5,269,919
Long-term debt and other liabilities (including current portion)			9,577				28,125				54,455				163,285
Shareholders’ equity			7,594,962				7,977,579				6,087,359				4,232,188

Preliminary Note of Restated Financial Data:

     On November 30, 2007, our Board of Directors created a Special Committee comprised of the two independent directors to work with the Company’s then Chief Financial Officer to conduct a voluntary,

internal review of the Company’s recording and valuation of stock issued to employees and consultants related to the merger transaction completed by the Company in April 2007. The Special Committee retained outside counsel and a valuation expert to assist with this review.

     Based on the final report issued by the Company’s retained valuation expert dated February 28, 2008, the Special Committee determined that the prior valuation of $0.16 per share recorded by the Company should be adjusted to a revised Fair Market Value of $0.36 per share. The valuation expert considered various factors including the restrictive period of transferability associated with the shares issued, lack of marketability and other factors in determining the fair market value of the shares of common stock issued. Subsequently, in consultation with our independent auditors, we determined that the prior valuation should be adjusted to $0.59 per share. The Company issued 5,325,840 shares of common stock to consultants and 101,600 shares of common stock to employees prior to the Merger. The additional expense of $0.43 per share of common stock issued results in additional non-cash compensation expense of $2,333,799 during the three months ended June 30, 2007. Compensation expense is recorded in accordance with Statement of Financial Accounting Standards No. 123(R) (revised) “Share-Based Payment” (“SFAS No. 123(R)”) and SFAS 157. In September 2006, the FASB issued SFAS No. 157, Fair Value Measurements (Statement 157), which addresses how companies should measure fair value when they are required to use a fair value measure for recognition or disclosure purposes under generally accepted accounting principles. Statement 157 defines fair value, establishes a framework for measuring fair value in generally accepted accounting principles and expands disclosures about fair value measurements.

     There was no effect on the balance sheet accounts as reported in the 10-Q for the three months ended June 30, 2007. As a result of the Merger, as the acquired entity’s shareholders exercise control over the Company, the transaction is deemed to be a capital transaction whereby the Company is treated as a non-business entity. Therefore, the accounting for the business combination is identical to that resulting from a reverse merger, except no goodwill or other intangible assets will be recorded as a result of the Merger. Accordingly, the Company did not recognize goodwill or any other intangible assets in connection with the transaction. PTNV is treated as the acquirer for accounting purposes. Therefore, the historic financial statements prior to merger are those of PTNV and post merger, the financial statements represent the consolidated financial position and operating results of Company and its wholly-owned subsidiary, Post Tension of Nevada. All retained earnings of PTNV were recapitalized to retained earnings as of the merger date. The shares in question were issued by PTNV prior to the merger and thus increased valuation of the shares issued resulted in an increase to additional paid in capital and a corresponding decrease to retained earnings of PTNV. Because all retained earnings of PTNV were recapitalized to additional paid in capital on the merger date, there was no effect upon the previously reported balance sheets.

Three Months Ended September 30, 2007 as compared to Three Months Ended September 30, 2006

Results of Operations

     The following table sets forth, for the periods indicated, certain information related to our operations, expressed in dollars and as a percentage of our net sales:

		Three
		Months								Three
		Ended Sept.								Months
		30, 2007								Ended Sept.								Three
		As								30, 2007								Months
		Previously								As								Ended Sept.
		Reported				Adjustment				Restated				%				30, 2006				%
Net sales		$	4,166,195				—			$	4,166,195				100.0	%		$	6,351,282				100.0	%
Cost of sales			2,980,306				—				2,980,306				71.5	%			4,135,396				65.1	%
Gross profit			1,185,889				—				1,185,889				28.5	%			2,215,886				34.9	%
Operating Expenses
Selling, general and administrative			1,282,564				(12,000	)			1,270,564				30.5	%			947,401				14.9	%

		Three
		Months								Three
		Ended Sept.								Months
		30, 2007								Ended Sept.								Three
		As								30, 2007								Months
		Previously								As								Ended Sept.
		Reported				Adjustment				Restated				%				30, 2006				%
Total operating expenses			1,282,564				(12,000	)			1,270,564				30.5	%			947,401				14.9	%
Income from operations			(96,675	)			12,000				(84,675	)			(2.0	)%			1,268,485				20.0	%
Other income (expense)
Interest income (expense), net			15,429				—				15,429				0.4	%			42,046				0.7	%
Other income (expense), net			56,853				—				56,853				1.4	%			(33	)			—	%
Merger related expenses and costs			—				—				—				0	)%			—				—	%
Total other income (expense)			72,282				—				72,282				1.7	%			42,013				0.7	%
Income before provision for income taxes			(24,393	)			12,000				(12,393	)			(0.3	)%			1,310,498				20.6	%
Provision for income taxes			8,527				(4,320	)			4,207				(0.1	)%			—				—	%
Net income		$	(15,866	)			7,680			$	(8,186	)			(0.2	)%		$	1,310,498				20.6	%