Attached files
| file | filename |
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| EX-32.1 - CERTIFICATION - ENZOLYTICS INC | setc-ex321.htm |
| EX-31.1 - CERTIFICATION - ENZOLYTICS INC | setc-ex311.htm |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 10-Q
(Mark One)
x QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
For the quarterly period ended March 31, 2011
o TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
Commission File Number: 333-148425
Structural Enhancement Technologies Corp.
(Exact name of registrant as specified in its charter)
Delaware
(State or other jurisdiction of incorporation or organization)
32-0329069
(IRS Employee Identification No.)
3771 Nesconset Highway Suite 104
S. Setauket, NY 11720
(Address of principal executive offices)
(631) 675-2878
(Registrant’s telephone number, including area code)
Indicate by check mark whether the registrant (1) 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 o
Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files). Yes x 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.
Large accelerated filer o Accelerated Filer o
Non-accelerated filer o 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 o No x
Indicate the number of shares outstanding of each of the issuer’s classes of common stock, as of the latest practicable date. As of May 20, 2011, 27,209,433 shares of common stock of the issuer were outstanding.
INDEX PAGE
| Part I – Financial Information | ||||
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Item 1. Financial Statements
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3 | |||
| Consolidated Balance Sheets as of March 31, 2011 (Unaudited) and December 31, 2010 (Audited) | 3 | |||
| Unaudited Consolidated Statements of Operations for the three months ended March 31, 2011 and 2010, and Cumulative from Inception | 4 | |||
| Unaudited Consolidated Statements of Cash Flows for the three months ended March 31, 2011 and 2010, and Cumulative from Inception | 5 | |||
| Notes to Unaudited Consolidated Financial Statements | 6 | |||
| Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations | 21 | |||
| Item 3. Quantitative and Qualitative Disclosures About Market Risk | 23 | |||
| Item 4. Controls and Procedures | 23 | |||
| Part II – Other Information | ||||
| Item 1. Legal Proceedings | 23 | |||
| Item 1A. Risk Factors | 23 | |||
| Item 2. Unregistered Sales of Equity Securities and Use of Proceeds | 24 | |||
| Item 3. Defaults Upon Senior Securities | 24 | |||
| Item 4. Submission of Matters to a Vote of Security Holders | 24 | |||
| Item 5. Other Information | 24 | |||
| Item 6. Exhibits | 24 | |||
| SIGNATURES | 25 | |||
PART I. FINANCIAL INFORMATION
ITEM 1. FINANCIAL STATEMENTS
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(A DEVELOPMENT STAGE COMPANY)
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CONSOLIDATED BALANCE SHEETS (NOTE 3)
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MARCH 31, 2011 AND DECEMBER 31, 2010
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March 31, 2011
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December 31, 2010
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(Unaudited)
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ASSETS
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Current Assets:
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Cash
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$ | 9,202 | $ | 1,290 | ||||
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Accounts receivable
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1,950 | 2,805 | ||||||
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Prepaid expenses
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60,000 | 80,000 | ||||||
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Total current assets
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71,152 | 84,095 | ||||||
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Property and Equipment:
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Office and computer equipment
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13,682 | 13,682 | ||||||
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Trailer
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34,200 | 34,200 | ||||||
| 47,882 | 47,882 | |||||||
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Less: Accumulated depreciation
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(28,656 | ) | (26,312 | ) | ||||
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Net property and equipment
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19,226 | 21,570 | ||||||
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Other Assets:
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License agreement, net of accumulated amortization of $11,005
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and $10,344, respectively
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40,918 | 41,579 | ||||||
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Trademark, net of accumulated amortization of $959
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and $869, respectively
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600 | 690 | ||||||
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Patents pending
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5,000 | 5,000 | ||||||
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Total other assets
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46,518 | 47,269 | ||||||
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Total Assets
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$ | 136,896 | $ | 152,934 | ||||
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LIABILITIES AND STOCKHOLDERS' DEFICIENCY
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Current Liabilities:
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Current portion of long-term debt
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$ | 93,726 | $ | 91,568 | ||||
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Accounts payable
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159,967 | 162,314 | ||||||
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Accrued liabilities
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191,863 | 191,563 | ||||||
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Due to related parties - directors, officers and stockholders
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98,112 | 39,162 | ||||||
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Notes payable
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190,000 | 150,000 | ||||||
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Payroll and sales taxes payable
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42,146 | 42,136 | ||||||
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Total current liabilities
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775,814 | 676,743 | ||||||
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Long-Term Liabilities:
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Long-term debt, net of current portion
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24,420 | 48,236 | ||||||
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Total long-term liabilities
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24,420 | 48,236 | ||||||
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Total liabilities
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800,234 | 724,979 | ||||||
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Commitments
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Stockholders' Deficiency:
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Common stock, $0.0001 par value; 1,000,000,000 shares authorized,
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27,209,433 and 25,689,433 shares issued and outstanding, respectively
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2,720 | 2,568 | ||||||
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Additional paid-in capital
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8,920,253 | 8,756,655 | ||||||
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Deficit accumulated during the development stage
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(9,586,311 | ) | (9,331,268 | ) | ||||
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Total stockholders' deficiency
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(663,338 | ) | (572,045 | ) | ||||
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Total Liabilities and Stockholders' Deficiency
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$ | 136,896 | $ | 152,934 | ||||
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See accompanying notes to consolidated financial statements.
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3
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STRUCTURAL ENHANCEMENT TECHNOLOGIES CORP. AND SUBSIDIARY
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(A DEVELOPMENT STAGE COMPANY)
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CONSOLIDATED STATEMENTS OF OPERATIONS (NOTE 3)
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FOR THE THREE MONTHS ENDED MARCH 31, 2011 AND 2010 (UNAUDITED), AND
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CUMULATIVE FROM INCEPTION (JULY 28, 2004) TO MARCH 31, 2011 (UNAUDITED)
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Three Months Ended
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Cumulative
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March 31,
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From
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2011
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2010
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Inception
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Revenues
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$ | 6,218 | $ | 4,335 | $ | 63,581 | ||||||
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Expenses:
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General and administrative
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106,933 | 302,922 | 1,386,217 | |||||||||
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Compensation for issued stock options
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- | - | 1,226,625 | |||||||||
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Consulting and professional fees paid by common stock
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143,750 | 212,000 | 1,908,634 | |||||||||
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Depreciation and amortization
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3,095 | 3,094 | 40,619 | |||||||||
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Total expenses
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253,778 | 518,016 | 4,562,095 | |||||||||
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Loss from Operations
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(247,560 | ) | (513,681 | ) | (4,498,514 | ) | ||||||
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Other Income (Expense):
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Interest expense
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(7,483 | ) | (6,222 | ) | (161,087 | ) | ||||||
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Impairment of goodwill
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- | - | (1,277,694 | ) | ||||||||
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Fair market value of shares issued in excess of debt satisfied
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- | - | (3,292,215 | ) | ||||||||
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Loss on asset purchase agreement
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- | - | (356,801 | ) | ||||||||
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Total Other Income (Expense)
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(7,483 | ) | (6,222 | ) | (5,087,797 | ) | ||||||
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Provision for Income Taxes
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- | - | - | |||||||||
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Net Loss
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$ | (255,043 | ) | $ | (519,903 | ) | $ | (9,586,311 | ) | |||
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Loss Per Common Share - Basic and Diluted
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$ | (0.01 | ) | $ | (0.21 | ) | ||||||
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Weighted Average Number of Common Shares
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Outstanding - Basic and Diluted
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26,254,100 | 2,443,745 | ||||||||||
See accompanying notes to consolidated financial statements.
4
|
STRUCTURAL ENHANCEMENT TECHNOLOGIES CORP. AND SUBSIDIARY
(A DEVELOPMENT STAGE COMPANY) |
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CONSOLIDATED STATEMENTS OF CASH FLOWS (NOTE 3)
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THREE MONTHS ENDED MARCH 31, 2011 AND 2010 (UNAUDITED), AND
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CUMULATIVE FROM INCEPTION (JULY 28, 2004) TO MARCH 31, 2011 (UNAUDITED)
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Three Months Ended
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Cumulative
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March 31,
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From
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2011
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2010
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Inception
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Cash Flows from Operating Activities:
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Net loss
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$ | (255,043 | ) | $ | (519,903 | ) | $ | (9,586,311 | ) | |||
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Adjustments to reconcile net loss to net cash used in operating activities:
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Depreciation and amortization
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3,095 | 3,094 | 40,620 | |||||||||
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Loss on asset purchase agreement
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- | - | 356,801 | |||||||||
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Impact of recapitalization from reverse merger
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- | - | 54,797 | |||||||||
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Stock-based compensation
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- | 328,000 | 1,226,625 | |||||||||
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Common stock issued for services and compensation
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123,750 | 212,000 | 1,888,634 | |||||||||
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Impairment of goodwill
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- | - | 1,277,694 | |||||||||
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Fair market value of shares issued in excess of debt satisfied
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- | - | 3,292,215 | |||||||||
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Changes in assets and liabilities:
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Accounts receivable
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855 | (626 | ) | (1,950 | ) | |||||||
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Prepaid expenses
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20,000 | 5,667 | 20,000 | |||||||||
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Security deposit and other
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- | - | - | |||||||||
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Accounts payable
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(2,347 | ) | 8,608 | 183,967 | ||||||||
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Accrued liabilities
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300 | (126,366 | ) | 199,330 | ||||||||
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Other current liabilities
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10 | - | 34,679 | |||||||||
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Net Cash Used in Operating Activities
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(109,380 | ) | (89,526 | ) | (1,012,899 | ) | ||||||
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Cash Flows from Investing Activities:
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Purchases of equipment
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- | - | (47,882 | ) | ||||||||
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Asset purchase agreement
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- | - | (360,000 | ) | ||||||||
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Partial repayment of purchase price - Asset purchase agreement
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- | - | 3,199 | |||||||||
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License agreement
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- | - | (25,000 | ) | ||||||||
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Trademark
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- | - | (1,559 | ) | ||||||||
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Net Cash Used in Investing Activities
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- | - | (431,242 | ) | ||||||||
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Cash Flows from Financing Activities:
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Proceeds from bank loan
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- | - | 400,000 | |||||||||
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Payments of principal on bank loan
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(21,658 | ) | (19,876 | ) | (281,854 | ) | ||||||
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Checks in excess of bank balance
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- | 4,842 | - | |||||||||
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Issuance of common stock for cash
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40,000 | - | 41,082 | |||||||||
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Proceeds from promissory note - related party
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- | - | 108,500 | |||||||||
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Proceeds from loans from unrelated party
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- | - | 7,675 | |||||||||
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Payments on loans from unrelated party
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- | - | (7,675 | ) | ||||||||
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Proceeds from loans from related parties - directors, officers and stockholders
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75,450 | 52,780 | 1,025,790 | |||||||||
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Payments on loans from related parties - directors, officers and stockholders
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(16,500 | ) | - | (30,175 | ) | |||||||
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Proceeds from short-term loan
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40,000 | 50,000 | 190,000 | |||||||||
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Net Cash Provided by Financing Activities
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117,292 | 87,746 | 1,453,343 | |||||||||
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Net Increase (Decrease) in Cash
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7,912 | (1,780 | ) | 9,202 | ||||||||
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Cash - Beginning of Period
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1,290 | 1,780 | - | |||||||||
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Cash - End of Period
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$ | 9,202 | $ | - | $ | 9,202 | ||||||
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See accompanying notes to consolidated financial statements.
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5
STRUCTURAL ENHANCEMENT TECHNOLOGIES CORP. AND SUBSIDIARY
(A DEVELOPMENT STAGE COMPANY)
NOTES TO INTERIM CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)
(1) Basis of Presentation, Organization and Business Description
Basis of Presentation
The accompanying unaudited interim consolidated financial statements of Structural Enhancement Technologies Corp. and Subsidiary (the “Company”) have been prepared by management in accordance with accounting principles generally accepted in the United States of America for interim financial information and pursuant to rules and regulations of the Securities and Exchange Commission (“SEC”). Accordingly, they do not include all information and footnotes required by generally accepted accounting principles for annual financial statements. In the opinion of management, all adjustments (consisting of normal recurring accruals) considered necessary for a fair presentation have been included.
The results of operations for the three months ended March 31, 2011 are not necessarily indicative of the results to be expected for the year ending December 31, 2011. The accompanying unaudited interim consolidated financial statements should be read in conjunction with the Company’s audited consolidated financial statements and notes thereto contained in the Company’s Annual Report on Form 10-K for the fiscal year ended December 31, 2010 filed with the SEC on May 19, 2011.
Organization and Business Description
The Company is a Delaware corporation in the development stage. The Company was incorporated under the laws of the United Kingdom as T&T Homes Limited on July 28, 2004. On November 25, 2004, the Company changed its name to Falcon Media Services, Ltd. On November 12, 2008, the Company changed its name to Extreme Mobile Coatings Corp., Ltd. On March 2, 2009, the Company changed its name to Extreme Mobile Coatings Worldwide Corp. Lastly, on May 19, 2010, the Company amended its name to Structural Enhancement Technologies Corp. to indicate the growing business plan of increasing in other areas of operations and coatings.
On September 16, 2008, the Company entered into a Share Exchange Agreement (the “Share Exchange Agreement #1”) with Extreme Mobile Coatings, Inc. (“EMC”), a Delaware corporation, and its stockholders pursuant to which the Company agreed to acquire 100 percent of the outstanding shares of EMC in exchange for 1,350,509 shares of common stock (post reverse stock split) of the Company. On this date, the Company began focusing on establishing franchises to market, use, and sell coating products and equipment licensed from XIOM Corp.
Given that EMC is considered to have acquired the Company by a reverse merger through the Share Exchange Agreement #1, and its former stockholders currently have voting control of the Company, the accompanying consolidated financial statements and related disclosures in the notes to consolidated financial statements present the financial position as of December 31, 2010 and 2009, and the operations for the years ended December 31, 2010 and 2009, and cumulative from inception of EMC under the name of Structural. The reverse merger has been recorded as a recapitalization of the Company, with the net assets of EMC and Structural brought forward at their historical bases. The costs associated with the reverse merger have been expensed as incurred.
6
STRUCTURAL ENHANCEMENT TECHNOLOGIES CORP. AND SUBSIDIARY
(A DEVELOPMENT STAGE COMPANY)
NOTES TO INTERIM CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)
On March 2, 2009, the Company completed a second Share Exchange Agreement (the “Share Exchange Agreement #2”) between the Company, as Extreme Mobile Coatings Corp, Ltd. and Extreme Mobile Coatings Worldwide Corp., a newly formed Delaware corporation. The Share Exchange Agreement #2 was completed in order to change the domicile of the Company from the United Kingdom to the State of Delaware, the authorized common stock to 500,000,000 shares, par value $0.0001 per share, and the name of the Company from Extreme Mobile Coatings Corp. Ltd. to Extreme Mobile Coatings Worldwide Corp. The Company exchanged 1,791,469 shares of its common stock (post reverse stock split) for a like number of shares of common stock of the newly formed Delaware Corporation. In addition, the Certificate of Incorporation of Extreme Mobile Coatings Worldwide Corp. became the Certificate of Incorporation of the Company.
Effective November 25, 2008, the Company effected a 2 for 1 forward split on its common stock. Effective March 12, 2009, the Company effected a 5 for 1 forward split on its common stock. Effective May 19, 2010, the Company effected a 1 for 100 reverse split on its common stock. The accompanying consolidated financial statements have been retroactively adjusted to reflect these stock splits.
(2) Summary of Significant Accounting Policies
Principles of Consolidation
The consolidated financial statements include the accounts of the Company and its wholly-owned subsidiary. All intercompany balances and transactions have been properly eliminated in consolidation.
Use of Estimates
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 the disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses for the three months ended March 31, 2011 and 2010, and cumulative from inception. Actual results could differ from those estimates.
Cash and Cash Equivalents
For purposes of reporting within the statement of cash flows, the Company considers all cash on hand, cash accounts not subject to withdrawal restrictions or penalties, and all highly liquid debt instruments purchased with a maturity of three months or less to be cash and cash equivalents.
Concentration of Credit Risk
The Company maintained its cash account at one commercial bank. At certain times, bank balance may exceed coverage provided by the Federal Deposit Insurance Corporation. However due to the size and strength of the bank where the balance is held, such exposure to loss is considered minimal.
7
STRUCTURAL ENHANCEMENT TECHNOLOGIES CORP. AND SUBSIDIARY
(A DEVELOPMENT STAGE COMPANY)
NOTES TO INTERIM CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)
Property and Equipment
Property and equipment are recorded at historical cost. Minor additions and renewals are expensed in the year incurred. Major additions and renewals are capitalized and depreciated over their estimated useful lives. When property and equipment are retired or otherwise disposed of, the cost and accumulated depreciation are removed from the accounts, and any resulting gain or loss is included in the results of operations for the respective period. The Company uses the straight-line method of depreciation. The estimated useful lives are as follows:
Office and computer equipment5-10 years
Trailer5 years
Depreciation expense for the three months ended March 31, 2011 and 2010 totaled $2,344 and $2,344, respectively.
License Agreement
The Company capitalizes the costs incurred to acquire franchise rights. Such costs are amortized over the remaining useful life of the related rights of 19.6 years (see Note 4). Amortization expense for the three months ended March 31, 2011 and 2010 totaled $660 and $660, respectively.
Trademark
The Company obtained a servicemark from the State of Kentucky effective December 26, 2007, and registered it with the U.S. Patent and Trademark Office. The servicemark covers the name “Extreme Mobile Coating.” The cost of obtaining the servicemark has been capitalized by the Company, and is being amortized over a period of five years. Amortization expense for the three months ended March 31, 2011 and 2010 totaled $90 and $90, respectively.
Patents
The Company acquired two pending patents in the Asset Purchase Agreement with Reflectkote, Inc. (“Reflectkote”), dated March 10, 2010 (see Note 5). The cost of obtaining the patents has been capitalized by the Company, and will be amortized once the related patents are issued, and a useful life is determined.
Revenue Recognition
The Company recognizes revenues from the development and sale of franchises and licensed products and equipment. Revenues are recognized for financial reporting purposes when delivery has occurred provided there is persuasive evidence of an agreement, acceptance has been approved by the customer, the fee is fixed or determinable, and collection of the related receivable is probable.
8
STRUCTURAL ENHANCEMENT TECHNOLOGIES CORP. AND SUBSIDIARY
(A DEVELOPMENT STAGE COMPANY)
NOTES TO INTERIM CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)
Impairment of Long-Lived Assets
The Company evaluates the recoverability of long-lived assets and the related estimated remaining lives at each balance sheet date. The Company records an impairment or change in useful life whenever events or changes in circumstances indicate that the carrying amount may not be recoverable or the useful life has changed.
Loss per Common Share
Basic loss per share is computed by dividing the net loss attributable to the common stockholders by the weighted-average number of shares of common stock outstanding during the period. Diluted loss per share is computed similar to basic loss per share except that the denominator is increased to include the number of additional common shares that would have been outstanding if the potential common shares had been issued and if the additional common shares were dilutive. There were no dilutive financial instruments issued or outstanding for the three months ended March 31, 2011 and 2010.
Stock Based Compensation Arrangements
The Company accounts for stock-based compensation arrangements in accordance with guidance provided by the Financial Accounting Standards Board Accounting Standards Codification (“ASC”). This guidance addresses all forms of share-based payment awards including shares issued under employee stock purchase plans, stock options, restricted stock and stock appreciation rights, as well as share grants and other awards issued to employees and non-employees under free-standing arrangements. These awards are recorded at costs that are measured at fair value on the awards’ grant dates, based on the estimated number of awards that are expected to vest and will result in charges to operations.
From time to time, the Company’s shares of common stock have been issued as payment to employees and non-employees for services. These are non-cash transactions that require management to make judgments related to the fair value of the shares issued, which affects the amounts reported in the Company’s consolidated financial statements for certain of its assets and expenses.
Income Taxes
The Company accounts for income taxes under the provisions of Financial Accounting Standards Board’s (“FASB”) Accounting Standards Codification (“ASC”) 740 “Income Tax”. ASC 740 requires the recognition of deferred tax assets and liabilities for the expected future tax consequences of events that have been included in the financial statements or tax returns. Under this method, deferred tax assets and liabilities are determined based on the differences between the financial statement carrying amounts and tax bases of certain assets and liabilities using enacted tax rates in effect in the years in which e differences are expected to reverse. The deferred tax assets and liabilities are classified according to the financial statement classification of the assets and liabilities generating the differences. Valuation allowances are established when necessary to reduce deferred tax assets to the amount expected to be realized. The Company has adopted the provisions of FASB ASC 740-10-05 “Accounting for Uncertainty in Income Taxes”. The ASC clarifies the accounting for uncertainty in income taxes recognized in an enterprise’s financial statements. The ASC prescribes a recognition threshold and measurement attribute for the financial statement recognition and measurement of a tax position taken or expected to be taken in a tax return. The ASC provides guidance on de-recognition, classification, interest and penalties, accounting in interim periods, disclosure and transition. At March 31, 2011 and 2010, the Company had no material unrecognized tax benefits.
9
STRUCTURAL ENHANCEMENT TECHNOLOGIES CORP. AND SUBSIDIARY
(A DEVELOPMENT STAGE COMPANY)
NOTES TO INTERIM CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)
Advertising Costs
The Company expenses advertising costs as incurred and amounted to $-0- and $708 for the three months ended March 31, 2011 and 2010, respectively.
Fair Value of Financial Instruments
Substantially all of the Company’s financial instruments, consisting of cash, accounts receivable, accounts payable, accrued liabilities and all debt, are carried at, or approximate, fair value because of their short-term nature or because they carry market rates of interest.
Reclassifications
Certain items have been reclassified in 2010 in order to be compatible with corresponding amounts in the consolidated financial statement presentation in 2011.
Common Stock Registration Expenses
The Company considers incremental costs and expenses related to the registration of equity securities with the SEC, whether by contractual arrangement as of a certain date or by demand, to be unrelated to original issuance transactions. As such, subsequent registration costs and expenses are reflected in the accompanying consolidated financial statements as general and administrative expenses and are expensed as incurred.
Recent Accounting Pronouncements
Management does not believe that any recently issued, but not yet effective, accounting standard if currently adopted would have a material effect on the accompanying consolidated financial statements.
(3) Development Stage Activities and Going Concern
The Company is currently in the development stage, and the business plan of the Company is to establish franchises to market, use, and sell coating products and equipment licensed from EIHC. Initial activities of the Company through March 31, 2011, include organization and incorporation, target market identification, marketing plans, entering into a licensing agreement, a reverse merger with EMC, and other capital formation activities.
While the management of the Company believes that the Company will be successful in its capital formation and operating activities, there can be no assurance that it will be able to raise additional equity capital, or be able to generate sufficient revenues to sustain its operations. The Company also intends to conduct additional capital formation activities through the issuance of its common stock to establish sufficient working capital and to commence operations.
The accompanying consolidated financial statements have been prepared assuming that the Company will continue as a going concern. The Company has incurred operating losses since inception and the cash resources of the Company are insufficient to meet its planned business objectives. At March 31, 2011, the Company had stockholders’ and working capital deficiencies of $663,338 and $704,662, respectively.
Management believes the Company will continue to incur losses and negative cash flows from operating activities for the foreseeable future and will need additional equity or debt financing to sustain its operations until it can achieve profitability and positive cash flows, if ever. Management plans to seek additional debt and/or equity financing for the Company, but cannot assure that such financing will be available on acceptable terms. The Company's continuation as a going concern is dependent upon its ability to ultimately attain profitable operations, generate sufficient cash flow to meet its obligations, and obtain additional financing as may be required. The outcome of this uncertainty cannot be assured.
10
STRUCTURAL ENHANCEMENT TECHNOLOGIES CORP. AND SUBSIDIARY
(A DEVELOPMENT STAGE COMPANY)
NOTES TO INTERIM CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)
The accompanying consolidated financial statements do not include any adjustments that might be necessary if the Company is unable to continue as a going concern.
(4) Master License Agreement
On October 25, 2006, the Company entered into a Master License Agreement (the “License Agreement”) with XIOM Corp. (XIOM”), a then related party Delaware corporation. XIOM develops, manufacturers, markets, and sells certain products, including spray-on coating materials and equipment. Through the License Agreement, the Company is granted the exclusive right to establish franchises, sell franchise rights, and assign certain rights to franchisees in the contiguous states of the United States of America. The License Agreement expires in the year 2026. EMC has the option to extend the License Agreement for 10 successive three-year periods. The cost of obtaining the License Agreement amounted to $51,923, and is being amortized over a period of 19.6 years. The Company issued 451,193 shares of its common stock (post reverse stock split), valued at $26,923 in exchange for the License Agreement, and incurred $25,000 in legal fees.
On March 25, 2011, XIOM filed a voluntary petition in the United States Bankruptcy Court (District of Delaware) under Chapter 7 of the United States Bankruptcy Code requesting liquidation of the assets and liabilities of XIOM.
(5) Asset Purchase Agreements
On March 5, 2007, EMC entered into a non-binding Letter of Intent with SABA Contracting, Inc. (“SABA”), an unrelated New York corporation, to purchase certain construction equipment and vehicles (the “SABA Equipment”) for $360,000. Under the terms of the Letter of Intent, the parties agreed that the transaction was to be evidenced by a written Purchase and Sale of Equipment Agreement (the “Asset Purchase Agreement”) which was to be signed at the closing of the transaction. In order to complete the acquisition of the SABA Equipment, EMC obtained a term loan from Central Bank FSB, of Nicholasville, KY in the amount of $400,000 (see Note 8). The Company, in good faith, provided proceeds of $360,000 from the bank loan to SABA before the closing of the transaction which was used to pay off SABA’s equipment-related debt of $60,000 and purchase the SABA Equipment. The Company also advanced an additional $18,200 to SABA in connection with the transaction, and SABA agreed to provide the funds to pay three payments on the Bank Loan totaling $25,519. The parties were not able to evidence the transaction under the terms of the Letter of Intent with an Asset Purchase Agreement, and the transaction was never closed. The Company is seeking to obtain clear title to the SABA Equipment for the purpose of selling the equipment to recover sufficient funds to repay the bank loan. There can be no assurance that the Company will be successful in either obtaining clear title to the SABA Equipment, or selling the SABA Equipment for a sufficient amount to fully repay the bank loan. As of March 31, 2011 and December 31, 2010, the Company owed $118,146 and $139,804, respectively, on the loan from Central Bank FSG related to the Asset Purchase Agreement.
On March 11, 2010, the Company entered into an Asset Purchase Agreement with Reflectkote, Inc. (“Reflectkote”), dated March 10, 2010, wherein Reflectkote sold certain assets to the Company, and the Company assumed certain liabilities, as well as the obligation to issue 500,000 shares of restricted common stock of the Company (post reverse stock split) to the stockholders of Reflectkote. The former Vice-President and Director of the Company, James W. Zimbler, is also a director of Reflectkote, Inc. The assets purchased include pending patents for a permanently applied reflective coating that does not come off in the manner that reflective tape can. Reflectkote coatings do not corrode and protects the surface it’s applied to. The agreement was closed on May 13, 2010 when the 500,000 shares of restricted common stock of the Company (post reverse stock split) were issued to the stockholders of Reflectkote. The total value of the transaction was $1,282,694, with $5,000 allocated for a patent and the balance allocated to goodwill in the amount of $1,277,694. As consideration for this transaction, the Company assumed liabilities of $826,693 (see Note 8) and the restricted common stock with a value of $456,000.
11
STRUCTURAL ENHANCEMENT TECHNOLOGIES CORP. AND SUBSIDIARY
(A DEVELOPMENT STAGE COMPANY)
NOTES TO INTERIM CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)
As of December 31, 2010, the Company determined that the goodwill recorded as part of Reflectkote transaction was substantially impaired as a result of the XIOM bankruptcy. This bankruptcy severely limited the Company’s ability to obtain the equipment and blended powder required to be used in the patented coating process. As such, the entire goodwill balance of $1,277,694 has been reserved with a corresponding amount expensed and separately disclosed in Other Income (Expense) on the Consolidated Statements of Operations for the year ended December 31, 2010.
(6) Related Party Transactions
As of March 31, 2011 and December 31, 2010, the Company owed to directors, officers and stockholders of the Company $63,112 and $4,162, respectively. The amounts are unsecured, non-interest bearing, and have no terms for repayment. In November 2010, a substantial portion of the amount owed to the directors, officers and stockholders was repaid as part of the 6,000,000 shares of restricted common stock issued at that time (see Note 9).
On May 20, 2010, the President of the Company’s wholly-owned subsidiary loaned $35,000 and received a promissory note from the Company with an annual interest rate of 8%. The note has a term of six months, at which then principal and accrued interest is due and payable. The note can be prepaid at any time and from time to time at par and accrued interest. The principal and interest of the note is also convertible to 100,000 shares of the Company’s common stock (post reverse stock split) at the end of the six-month term at the designation of the holder. As of March 31, 2011 and December 31, 2010, respectively, $35,000 of principal and $2,430 and $1,730 of accrued interest is due and payable to the note holder. Interest expense related to this loan was $700 for the three months ended March 31, 2011.
On April 28, 2008, the Company entered into a promissory note with XIOM, a stockholder of the Company. Per the terms of the Note (as amended November 14, 2009), the Company was able borrow up to $158,500 from XIOM, at an annual interest rate of 5%. On February 12, 2010, the Company issued 110,000 shares of restricted common stock (post reverse stock split) to XIOM as a principal repayment of $55,000 on the note. On March 4, 2010, the Company issued an additional 107,000 shares of restricted common stock (post reverse stock split) to XIOM as a principal payment of $53,500 on the note.
12
STRUCTURAL ENHANCEMENT TECHNOLOGIES CORP. AND SUBSIDIARY
(A DEVELOPMENT STAGE COMPANY)
NOTES TO INTERIM CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)
(7) Income Taxes
The provision (benefit) for income taxes for the three months ended March 31, 2011 and 2010 are as follows, assuming a combined effective tax rate of approximately 40% and 23.7%, respectively:
|
Three Months Ended
March 31,
|
|||||||
| 2011 | 2010 | ||||||
|
Federal and state-
|
|||||||
|
Taxable income
|
$ | - | $ | - | |||
|
Total current tax provision
|
$ | - | $ | - | |||
|
Federal and state-
|
|||||||
|
Loss carryforwards
|
$ | 102,017 | $ | 123,217 | |||
|
Change in valuation allowance
|
(102,017 | ) | (123,217 | ) | |||
|
Total deferred tax provision
|
$ | - | $ | - | |||
The Company had deferred income tax assets as of March 31, 2011 and December 31, 2010 as follows:
|
2011
|
2010
|
|||||||
|
Loss carryforwards
|
$ | 3,665,877 | $ | 454,007 | ||||
|
Less - Valuation allowance
|
(3,665,877 | ) | (454,007 | ) | ||||
|
Total net deferred tax assets
|
$ | - | $ | - | ||||
The Company has provided a full valuation allowance against the total of the net deferred tax assets for the three months ended March 31, 2011 and 2010 due to the uncertainty of future realization.
As of March 31, 2011 and December 31, 2010, the Company has net operating loss carry forwards of approximately $9,165,000 and $8,910,000, respectively, which expire in 2028 through 2030.
(8) Notes Payable and Long-term Debt
Notes payable and long-term debt at March 31, 2011 and December 31, 2010 consists of the following:
On January 6, 2011, the Company entered into a six-month promissory note for $40,000 at 8% interest per annum due July 6, 2011. After ninety-days (90) of the date of issuance and before the due date, the holder has the right to convert, in whole or in part, the outstanding principal and accrued but unpaid interest into shares of restricted common stock of the Company at the greater of $0.20 per share or at 50% of the average closing bid price for the ten days prior to the date of conversion.
13
STRUCTURAL ENHANCEMENT TECHNOLOGIES CORP. AND SUBSIDIARY
(A DEVELOPMENT STAGE COMPANY)
NOTES TO INTERIM CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)
The Company has two other promissory notes outstanding; one for $100,000, dated November 3, 2009, and the other for $50,000, dated January 11, 2010. Both notes had six month terms and accrued interest at 8% per annum. As of March 31, 2011 and December 31, 2010, both notes were in default and, as such, the holder has the right to convert the amounts due to shares of restricted common stock at a 25% discount to the thirty-day average closing price prior to the date of conversion. However, subsequent to March 31, 2011, the holder agreed not to convert the debt to shares and to settle these obligations for $150,000, plus accrued interest (see Note 11).
The Company obtained a bank loan for $400,000 on April 17, 2007 with interest payable at 8.5% per annum, and used $360,000 of the proceeds from the loan to fund the acquisition of the SABA Equipment. Monthly principal and interest payments totaling $8,231 are due through April 2012. Collateral for the loan consists of all assets of the Company (including the SABA Equipment), 146,785 shares of common stock of XIOM Corp. (a then related party), and has the personal guarantees of Charles Woodward, Andrew Mazzone, and James W. Zimbler, Directors of the Company (who also represent entities that are stockholders of the Company).
As part of the Asset Purchase agreement with Reflectkote dated March 10, 2010 (see Note 5), the Company acquired a settlement agreement to pay an unrelated party $400,000 in monthly payments for a period of three years with an annual interest rate of 6%. The monthly payments were to have started February 28, 2010. Also, as part of the Asset Purchase Agreement with Reflectkote dated March 10, 2010 (see Note 5), the Company acquired a settlement agreement to pay an unrelated party $270,000 in monthly payments for a period of eighteen months with no interest accrued. The monthly payments were to have started November 15, 2009.
In October 2010, the Company entered into a Debt Conversion Agreement with the two unrelated parties related to the Reflectkote transaction to convert the $670,000 owed, plus accrued interest and penalties in the amount of $37,785, by issuing 10,000,000 free trading shares of common stock (see Note 9). The fair market value of the shares issued ($4,000,000) in excess of the debt converted ($707,785) was $3,292,215, and was separately disclosed as Other Income (Expense) on the Consolidated Statements of Operations for the year ended December 31, 2010. The value of the shares issued in satisfaction of the debt converted has been guaranteed, jointly and severally, by Keystone Capital Resources LLC and James W. Zimbler in favor of the two unrelated parties.
|
March 31,
|
December 31,
|
|||||||
|
2011
|
2010
|
|||||||
|
Bank loan, monthly payments of $8,231 through
|
||||||||
|
April 2012, interest at 8.50% per annum; secured
|
$ | 118,146 | $ | 139,804 | ||||
|
Less: current portion of long-term debt
|
93,726 | 91,568 | ||||||
|
Long-term portion
|
$ | 24,420 | $ | 48,236 | ||||
|
Future minimum annual principal payments on long-term debt are as follows:
|
||||||||
|
Year Ending December 31,
|
||||||||
|
2011 (nine months)
|
$ | 69,910 | ||||||
|
2012
|
48,236 | |||||||
| $ | 118,146 | |||||||
14
STRUCTURAL ENHANCEMENT TECHNOLOGIES CORP. AND SUBSIDIARY
(A DEVELOPMENT STAGE COMPANY)
NOTES TO INTERIM CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)
(9) Common Stock
On June 27, 2004, the Company issued one share of common stock (post reverse stock split) to a Director of the Company valued at a price of $2.00 per share for cash.
On December 13, 2005, the Company commenced a capital formation activity through a Private Placement Offering (“PPO”), exempt from registration under the Securities Act of 1933, to issue up to 2,160 shares of its common stock (post reverse stock split) at an offering price of $0.50 per share for total proceeds of $1,080. The PPO was closed on May 6, 2006, and proceeds amounted to $1,080. Because the authorized common stock of the Company was insufficient at the time of the completion of the PPO, the stock certificates related thereto were not issued until December 26, 2007.
On December 26, 2007, the Company issued 126,300 shares of common stock (post reverse stock split) to its sole Director and officer for services rendered, at an offering price of $0.01 per share for total value of $1,263.
The Company entered into a one-year Consulting Agreement on December 1, 2007, with Kingsgate Development, Ltd. (a British Virgin Islands Corporation and “Kingsgate”) whereby Kingsgate agreed to assist the Company in becoming publicly traded, by utilizing its skills and by bearing up to $90,000 of registration costs on behalf of the Company. In exchange for its services, Kingsgate was issued 200,000 shares of common stock (post reverse stock split) for a value of $90,000 or $0.45 per share to satisfy this obligation. The Company issued the shares to Kingsgate on December 26, 2007.
On December 1, 2007, the Company entered into a one-year Consulting Agreement with Eastern Glow Investments, Ltd, (a British Virgin Islands Corporation and “Eastern Glow”) whereby Eastern Glow agreed to assist the Company in becoming publicly traded, by utilizing its skills on behalf of the Company as well as a commitment to loan to the Company up to a maximum of $50,000, at the Libor interest rate plus 2.5 % for the marketing plan of the Company. In exchange for its services, Eastern Glow was issued 112,500 shares of common stock of the Company (post reverse stock split) at $0.44 per share to satisfy this obligation. The Company issued the shares to Eastern Glow on December 26, 2007.
15
STRUCTURAL ENHANCEMENT TECHNOLOGIES CORP. AND SUBSIDIARY
(A DEVELOPMENT STAGE COMPANY)
NOTES TO INTERIM CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)
Effective September 16, 2008, the Company entered into a Share Exchange with the shareholders of EMC, whereby the Company acquired all of the issued and outstanding capital stock of EMC (135,050,850 shares) in exchange for 1,350,509 shares of common stock (post reverse stock split) of the Company. As a result of the Share Exchange, the stockholders of EMC controlled the Company, and EMC has been determined to have effected a reverse merger for financial reporting purposes as of the date of the Share Exchange. The reverse merger has been recorded as a recapitalization of the Company, with the net assets of the Company and EMC brought forward at their historical bases. In connection with the issuance of 1,350,509 shares of common stock (post reverse stock split), 6,139 of such shares (post reverse stock split) were issued for professional services valued at $55,000.
On November 25, 2008, the Company declared a 2-for-1 forward stock split of its issued and outstanding common stock to the holders of record on that date. Such forward stock split was effective as of November 25, 2008. The accompanying financial statements and related notes thereto have been adjusted accordingly to reflect this forward stock split.
In February 2009, the Company entered into a verbal agreement with Aires Capital, Inc. whereby Aires Capital, Inc. agreed to perform introductory services related to capital formation activities. On February 9, 2009, the Company issued 15,000 shares of common stock (post reverse stock split) to Aires Capital, Inc. for such services. The services were valued at $50,000.
On March 2, 2009, the Company completed a second Share Exchange Agreement (the “Share Exchange Agreement #2”) between the Company, as Extreme Mobile Coatings Corp, Ltd. and Structural Enhancement Technologies Corp., a newly formed Delaware corporation. The Share Exchange Agreement #2 was completed in order to change the domicile of the Company from the United Kingdom to the State of Delaware, the authorized common stock to 500,000,000 shares, par value $0.0001 per share, and the name of the Company from Extreme Mobile Coatings Corp. Ltd. to Extreme Mobile Coatings Worldwide Corp. The Company exchanged 1,791,469 shares of its common stock (post reverse stock split) for a like number of shares of the newly formed Delaware corporation. In addition, the Certificate of Incorporation of Extreme Mobile Coatings Worldwide Corp. became the Certificate of Incorporation of the Company. The Share Exchange Agreement #2 has been treated as a reverse merger. The reverse merger has been recorded as a recapitalization of the Company, with the net assets of Extreme Mobile Coatings Corp. Ltd. and the Company brought forward at their historical bases. The costs associated with the reverse merger have been expensed as incurred.
On March 2, 2009, the Company declared a 5-for-1 forward stock split of its issued and outstanding common stock to the holders of record on that date. Such forward stock split was effective as of March 12, 2009. The accompanying financial statements and related notes thereto have been adjusted accordingly to reflect this forward stock split.
On May 27, 2009, the Company issued 5,500 shares of common stock (post reverse stock split) for consulting services valued at $84,121.
On August 20, 2009, the Company issued 100,625 shares of common stock (post reverse stock split) for professional services valued at $78,000.
On October 9, 2009, the Company issued 137,500 shares of common stock (post reverse stock split) for professional services valued at $75,000.
On November 9, 2009, the Company issued 60,000 shares of common stock (post reverse stock split) for professional services valued at $48,000.
On November 12, 2009, the Company issued 35,000 shares of common stock (post reverse stock split) for consulting services valued at $17,500.
On January 28, 2010, the Company increased the amount of authorized shares of common stock from 500,000,000 shares with a par value of $.0001 per share to 1,000,000,000 shares with a par value of $.0001 per share.
16
STRUCTURAL ENHANCEMENT TECHNOLOGIES CORP. AND SUBSIDIARY
(A DEVELOPMENT STAGE COMPANY)
NOTES TO INTERIM CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)
On January 22, 2010, the Company issued 80,000 shares of common stock (post reverse stock split) for consulting services related to the reverse merger. The services were valued at $40,000.
On January 27, 2010, the Company issued 7,500 shares of common stock (post reverse stock split) to an employee and to an officer of the Company as compensation for services rendered valued at $75,000.
On January 27, 2010, the Company filed an S-8 registration statement in order to register 250,000 shares of the Company’s common stock (post reverse stock split) issuable under the 2010 Employee and Consultant Stock Plan.
On February 1, 2010, the Company issued 89,000 shares of common stock (post reverse stock split) for consulting services valued at $44,500.
On February 1, 2010, the Company issued 50,000 shares of common stock (post reverse stock split) valued at $25,000 to stockholders as payment on debt owed to the stockholders.
On February 1, 2010, the Company issued 40,000 shares of common stock (post reverse stock split) to a director and officer of the Company as compensation for services rendered valued at $20,000.
On February 12, 2010, the Company issued 110,000 shares of common stock (post reverse stock split) to XIOM as a principal payment of $55,000 on the promissory note owed to XIOM.
On February 25, 2010, the Company issued 15,000 shares of common stock (post reverse stock split) for consulting services valued at $7,500.
On March 4, 2010, the Company issued 107,000 shares of common stock (post reverse stock split) to XIOM as a principal payment of $53,500 on the promissory note owed to XIOM.
On May 13, 2010, the Company issued 500,000 shares of common stock (post reverse stock split) valued at $456,000 to the stockholders of Reflectkote as required under the Asset Purchase Agreement with Reflectkote (see Note 5).
On May 14, 2010, the Company issued 20,000 shares of common stock (post reverse stock split) for the partial payment of $24,000 on a accounts payable debt.
On May 19, 2010, the Company issued 200,000 shares of common stock (post reverse stock split) for consulting services valued at $100,000.
On May 19, 2010, the Company issued 800,000 shares of common stock (post reverse stock split) to a director and to an officer of the Company for the partial payment of $400,000 on loans from these related parties.
On May 10, 2010, the Company declared a 1-for-100 reverse stock split of its outstanding common stock to the holders of record on that date. Such reverse stock split was effective as of May 19, 2010. The accompanying financial statements and related notes thereto have been adjusted accordingly to reflect this reverse stock split.
On July 23, 2010, the Company issued 100,000 shares of common stock (post reverse stock split) to a consultant for services to be rendered. The transaction was valued at $50,000.
17
STRUCTURAL ENHANCEMENT TECHNOLOGIES CORP. AND SUBSIDIARY
(A DEVELOPMENT STAGE COMPANY)
NOTES TO INTERIM CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)
On July 27, 2010, the Company issued 53,616 shares of common stock (post reverse stock split) valued at $18,675 for a debt related settlement agreement.
On July 27, 2010, the Company issued 750,000 shares of common stock (post reverse stock split) to a director and to an officer of the Company regarding and employment agreement entered into. The transaction was valued at $75,000.
On July 27, 2010, the Company issued 500,000 shares of common stock (post reverse stock split) to a director and to an officer of the Company regarding and employment agreement entered into. The transaction was valued at $50,000.
On July 27, 2010, the Company issued 500,000 shares of common stock (post reverse stock split) to a director and to an officer of the Company regarding and employment agreement entered into. The transaction was valued at $50,000.
On July 27, 2010, the Company issued 250,000 shares of common stock (post reverse stock split) to a consultant for services to be rendered. The transaction was valued at $25,000.
On July 27, 2010, the Company issued 250,000 shares of common stock (post reverse stock split) to a consultant for services rendered. The transaction was valued at $25,000.
On November 2, 2010, the Company issued 10,000,000 shares of common stock (post reverse stock split) for a debt related settlement agreement. The transaction was valued at $4,000,000 (see Note 8)
On November 2, 2010, the Company issued 6,000,000 restricted shares of common stock (post reverse stock split) for the payment of debt, consulting and professional services at $0.16 per share (a 60% discount on date of issuance closing bid price of $0.40 per share). The transaction was valued at $960,000.
On November 2, 2010, the Company issued 3,050,000 restricted shares of common stock (post reverse stock split) for consulting and professional services at $0.16 per share (a 60% discount on date of issuance closing bid price of $0.40 per share). The transaction was valued at $488,000, including $80,000 recorded as a prepaid expense related to a consulting agreement that commenced January 1, 2011 (see Note 10).
On January 28, 2011, the Company issued 470,000 shares of common stock (post reverse stock split) to a consultant for services rendered. The transaction was valued at $58,750.
On February 24, 2011, the Company issued 650,000 shares of common stock (post reverse stock split) to a consultant for services rendered. The transaction was valued at $65,000.
On March 29, 2011, the Company issued 400,000 shares of common stock (post reverse stock split) valued at a price of $0.10 per share for cash.
18
STRUCTURAL ENHANCEMENT TECHNOLOGIES CORP. AND SUBSIDIARY
(A DEVELOPMENT STAGE COMPANY)
NOTES TO INTERIM CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)
Stock Options
On February 8, 2010, the Company granted two members of the Company’s Board of Directors nonqualified stock options to purchase up to 200,000 shares each (400,000 combined shares) of the Company’s common stock, exercisable at a price of $0.50 per share for five years. These options were 100% vested upon issuance and included a provision for a cashless exercise. The Company estimated the fair value of these options to be $424,000 and, as these awards were in recognition of past performance, recorded a non-cash expense of that amount on the date of grant.
On March 11, 2010, a Director of the Company exercised 100,000 options in a cashless transaction, and was issued 72,223 shares of common stock (post reverse stock split).
On May 10, 2010, the Company granted nonqualified stock options to a director to purchase up to 300,000 shares of the Company’s common stock, exercisable at a price of $0.50 per share for five years. On the same date, the Company granted nonqualified stock options to the Company’s general counsel to purchase up to 250,000 shares of the Company’s common stock, exercisable at a price of $0.50 per share for five years. These options were 100% vested upon issuance and included a provision for a cashless exercise. The Company estimated the fair value of these options to be $533,500 and, as these awards were in recognition of past performance, recorded a non-cash expense of that amount on the date of grant.
On July 27, 2010, the Company granted three members of the Company’s Board of Directors nonqualified stock options to purchase up to 250,000 shares each (750,000 combined shares) of the Company’s common stock, exercisable at a price of $0.20 per share for five years. The Company also granted a consultant as well as the Company’s general counsel nonqualified stock options to purchase up to 250,000 shares each (500,000 combined shares) of the Company’s common stock, exercisable at a price of $0.20 per share for five years. These options were 100% vested upon issuance and included a provision for a cashless exercise. The Company estimated the fair value of these options to be $269,125 and, as these awards were in recognition of past performance, recorded a non-cash expense of that amount on the date of grant.
The fair value of each stock option granted has been estimated on the date of grant using the Black-Scholes pricing model.
The following is a summary of the stock option activity for the three months ended March 31, 2011:
| 2011 | ||||
| Outstanding, beginning of period | 2,100,000 | |||
| Granted during the period | - | |||
| Exercised during the period | - | |||
| Forfeited / expired / cancelled during the period | - | |||
| Outstanding, end of period | 2,100,000 | |||
| Risk free rate of return | .75%-1.10 | % | ||
| Dividend yield | 0 | % | ||
| Volatility | 142%-149 | % | ||
| Average expected term (years to exercise) | 2.5 | |||
| Aggregate intrinsic value of vested exercisable options, end of year | $ | 0 | ||
| Total intrinsic value of options exercised during the year | $ | 0 | ||
Stock options outstanding at March 31, 2011 (all non-qualified) consisted of:
|
Granted in Year Ended
December 31,
|
Number Outstanding
and Exercisable
|
Exercise
Price ($)
|
Expiration
Date
|
||||||
| 2010 | 300,000 | .50 | February 7, 2015 | ||||||
| 2010 | 550,000 | .50 | May 9, 2015 | ||||||
| 2010 | 1,250,000 | .20 | July 27, 2015 | ||||||
| Total | 2,100,000 | ||||||||
19
STRUCTURAL ENHANCEMENT TECHNOLOGIES CORP. AND SUBSIDIARY
(A DEVELOPMENT STAGE COMPANY)
NOTES TO INTERIM CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)
(10) Commitments
Operating Leases
The Company leases office space in South Setauket, New York on a month-to-month basis at $1,500 per month.
EMC leases office and warehouse space in Nicholasville, Kentucky under a two-year operating non-cancelable lease expiring in September 2011 at an annual rental of $18,000. The lease contains options to renew for two additional periods of two years each.
Rent expense amounted to $4,500 and $6,000 for the three months ended March 31, 2011 and 2010, respectively.
Future minimum annual lease commitments for the year ending December 31, 2011 is $9,000 related to the office and warehouse space in Nicholasville, Kentucky.
Employment Agreements
The Company entered into an employment agreement dated July 27, 2010 with the Interim President. The agreement is for a term of two years unless, at the discretion of the Board of Directors, a qualified successor is located and employed prior to the end of the two year term. Compensation includes an annual base salary of $50,000, the issuance of 750,000 shares of restricted common stock, the issuance of an option to purchase 250,000 shares of common stock for $.20 per share and any other benefits as may be approved by the Board of Directors.
The Company also entered into an employment agreement dated July 27, 2010 with the President of its wholly-owned subsidiary. The agreement is for a term of one year and will automatically renew for successive one year terms, unless 60 days written notice is given prior to the end of any one year term. Compensation includes an annual base salary of $90,000, the issuance of 500,000 shares of restricted common stock, the issuance of an option to purchase 250,000 shares of common stock for $.20 per share and any other benefits as may be approved by the Board of Directors.
Consulting Agreement
The Company has an agreement with a consultant that commenced on January 1, 2011 for a period of twelve months, terminating on December 31, 2011. Additional compensation includes the issuance of 500,000 shares of restricted common stock. The consultant also receives a monthly retainer of $5,000, which is not part of the formal written agreement.
(11) Subsequent Events
In May 2011, the Company entered into a settlement agreement with the holder of the Notes Payable and agreed to settle these obligations for $175,000, including accrued interest and related penalties (see Note 8). Pursuant to terms of the agreement, the settlement payment is to be made from monies to be raised related to, and upon the closing of, the Landmark acquisition referred to above.
20
ITEM 2. MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS
FORWARD-LOOKING STATEMENTS
This Quarterly Report on Form 10-Q contains various “forward-looking statements” within the meaning of Section 27A of the Securities Act of 1933, as amended, and section 21E of the Securities Act of 1934, as amended. Forward-looking statements necessarily involve known and unknown risks, uncertainties and other factors that may cause the actual results, levels of activity, performance or achievements to be materially different from any future results, levels of activity, performances, or achievements expressed or implied by such forward-looking statements. Readers are cautioned to review carefully all discussions containing forward-looking statements due to the risks and uncertainties which can materially affect the Company’s business, operations, financial condition and future prospects. In some cases, We have tried, forward-looking statements can be identified by terminology such as “may,” “will,” “should,” “could,” “seek,” “intend,” “expect,” “anticipate,” “assume,” “hope,” “plan,” “believe,” “estimate,” “predict,” “approximate,” “potential,” “continue,” or the negative of such terms. Statements including these words and variations of such words, and other similar expressions, are forward-looking statements. Although the Company believes that the expectations reflected in the forward-looking statements are reasonable based upon its knowledge of its business and industry, the Company cannot predict or guarantee its future results, levels of activity, performances or achievements, or that such expectations will otherwise be realized. Moreover, neither the Company nor any other person assumes responsibility for the accuracy and completeness of such statements.
Forward-looking statements represent the Company's expectations and beliefs concerning future events, based on information available to the Company as of the date of this Form 10-Q, and are subject to various risks and uncertainties. Such risks and uncertainties include without limitation:
● the Company’s ability to raise capital to finance its operations and growth, when needed and terms advantageous to the Company;
● the Company’s ability to locate and acquire appropriate business enterprises to supplement and enhance our revenue and cash flow;
● the ability to manage growth, profitability and the marketability of our services;
● the effect on our business of recent credit-tightening throughout the United States, especially within the construction and real estate markets;
● the effect on our business of recently reported losses within the financial, banking and other industries and the effect of such losses on the income and financial condition of our potential clients;
● adverse results of any legal proceedings;
● the Company’s ability to enter into relationships with suppliers, vendors or contractors of acceptable quality of goods and services on terms advantageous to us;
● the volatility of our operating results and financial condition;
● the Company’s ability to attract and retain qualified senior management personnel; and
● other risks and uncertainties set forth in this Form 10-Q, the Company’s Form 10-K for the year ended December 31, 2010, and, from time to time, in the Company’s other filings with the Securities and Exchange Commission.
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Readers of this Quarterly Report on Form 10-Q should carefully consider such risks, uncertainties and other information, disclosures and discussions which contain cautionary statements identifying important factors that could cause the Company’s actual results to differ materially from those provided in forward-looking statements. Readers should not place any undue reliance on forward-looking statements contained in this Form 10-Q. The Company disclaims any intent or obligation to update or revise any forward-looking statements, whether in response to new information, unforeseen events or changed circumstances, except as required to comply with the disclosure requirements of the federal securities laws.
Critical Accounting Policies
The Company’s consolidated financial statements have been prepared in accordance with accounting principles generally accepted in the United States (“GAAP”) with certain amounts based on management’s best estimates and judgments. To determine appropriate carrying values of assets and liabilities that are not readily available from other sources, management uses assumptions based on historical results and other factors that they believe are reasonable. Actual results could differ from those estimates.
The Company’s critical accounting policies are described in Note 2 to the audited consolidated financial statements contained in the Company’s Annual Report on Form 10-K for the year ended December 31, 2010. There have been no material changes to our critical accounting policies as of and for the three months ended March 31, 2011.
Limited Operating History
The Company cannot guarantee Extreme will be successful in its business operations. The Company is in the development stage, and its business is subject to the risks inherent in the establishment of a new business enterprise, including limited capital resources and the ability to find and finance suitable acquisition candidates. The Company is seeking equity and debt financing to provide the capital required to fund additional proposed acquisitions and its ongoing operations.
The Company can give no assurance that future financing will be available to the Company on acceptable terms. If financing is not available on satisfactory terms, the Company may be unable to continue, develop, or expand the Extreme operations and may possibly cease operations totally. Equity financing could result in additional dilution to the Company’s shareholders.
Employees
As of May 20, 2011, the Company had one employee and two were employed by Extreme. The Company believes that its relationship with the employees of Extreme is satisfactory. Neither the Company nor Extreme has suffered any labor problems since inception.
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Results of Operations for the three months ended March 31, 2011 and March 31, 2010
Going Concern
Our financial statements have been prepared assuming that we will continue as a going concern which contemplates the realization of assets and the satisfaction of liabilities in the normal course of business. The Company’s continued losses and negative operating cash flows raise substantial doubt about its ability to continue as a going concern.
The Company’s primary need for cash during the next twelve months is to fund payments of operating costs. Historically, the Company has relied upon private debt and equity financing to fund its operations and expects to continue to do so. Our auditors included a “going concern” qualification in their auditors’ report for the year ended December 31, 2010. Such “going concern” qualification may make it more difficult for us to raise funds when needed. The current economic environment is impacting the Company’s ability to obtain any needed financing. No assurance can be given that financing will be available when needed or, if available, such financing will be on terms beneficial to the Company.
Continuing Operations
We had nominal revenues of $6,218 and $4,335 for the three months ended March 31, 2011, and 2010, respectively. General and administrative expenses were $106,933 for the three months ended March 31, 2011, compared to $302,922 for the three months ended March 31, 2010. The decrease was primarily due to a decrease in professional and consulting fees and payroll for the period. Consulting fees paid by the issuance of common stock amounted to $123,750 for the three months ended March 31, 2011, compared to $212,000 for the three months ended March 31, 2010. We incurred a net loss of $255,043 for the three months ended March 31, 2011, compared to a net loss of $519,903 for the three months ended March 31, 2010. The decrease in the net loss was primarily related to the reasons explained above.
Liquidity and Capital Resources
At March 31, 2011, we had a cash balance of $9,202 compared to $1,290 at December 31, 2010. Further, as of March 31, 2011, we had a working capital deficit in the amount of $704.662.
Cash used in operating activities for the three months ended March 31, 2011 was $109,380. Cash provided by financing activities was $117,292 for the three months ended March 31, 2011. The Company received $40,000 from the issuance of common stock, $58,950 of net additional loans from related parties and $40,000 under a promissory note during the three months ended March 31, 2011 to fund the loss for the three months ended March 31, 2011.
We have funded our operations to date through loans and equity contributions made by our founders and will require additional funds to continue with our business plan. Our need for funds will increase as we increase the scope of our development and marketing activities in Kentucky, Illinois, New York and California, and potentially into other markets.
In March 2007, we obtained a term loan from Central Bank FSB to finance the purchase of certain construction equipment, which we intended to use in a business unrelated to our mobile coating business. We are seeking to obtain clear title to the equipment for the purpose of selling the equipment to recover sufficient funds to repay the bank loan. As of September 30, 2010, $160,890 was outstanding under the loan, which is secured by all of the assets of Extreme, including the equipment that was the subject of the transaction, as well as 146,705 shares of EIHC common stock. No assurance can be given that we will be successful in obtaining clear title to the equipment or selling the equipment for a sufficient amount to fully repay the bank loan.
We plan to finance our capital needs primarily through the proceeds from the sale of debt and/or equity securities. In addition, in April 2010, Structural amended a promissory note previously issued to EIHC Corp. in April 2008. Pursuant to which Extreme may borrow up to $150,000 from EIHC. As of September 30, 2010, $50,000 was due under the note.
Our working capital and capital requirements will depend on several factors, including the level of resources that we devote to the development and marketing of our franchise opportunities and services.
Off-Balance Sheet Arrangements
As of March 31, 2011, there were no off-balance sheet arrangements.
ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISKS
This item is not applicable to smaller reporting companies.
ITEM 4. CONTROLS AND PROCEDURES
Evaluation of Disclosure Controls and Procedures
Our Chief Executive Officer and Principal Financial Officer, after evaluating the effectiveness of our disclosure controls and procedures (as defined in Rules 13a-15(e) and 15d-15(e) under the Securities Exchange Act of 1934 (the “Exchange Act”)) as of the end of the period covered by this Quarterly Report on Form 10-Q, has concluded that our disclosure controls and procedures were effective as of the period covered by this report.
Management’s Quarterly Report on Internal Controls over Financial Reporting
Management is responsible for the preparation of our financial statements and related information. Management uses its best judgment to ensure that the financial statements present fairly, in all material respects, our financial position and results of operations in conformity with generally accepted accounting principles.
Management is responsible for establishing and maintaining adequate internal control over financial reporting. Under the supervision of the Company’s management, including the Company’s Chief Executive Officer and Principal Financial Officer, we evaluated the effectiveness of our internal control over financial reporting based on the framework in “Internal Control - Integrated Framework” issued by the Committee of Sponsoring Organizations of the Treadway Commission published in 1992 and subsequent guidance prepared by the Commission specifically for smaller public companies. Based on that evaluation, our management concluded that our internal control over financial reporting was effective as of March 31, 2011.
Our internal control over financial reporting includes policies and procedures that pertain to the maintenance of records, that accurately and fairly reflect, in reasonable detail, transactions and dispositions of assets; and provide reasonable assurances that: (1) transactions are recorded as necessary to permit preparation of financial statements in accordance with accounting principles generally accepted in the United States; (2) receipts and expenditures are being made only in accordance with authorizations of management and directors of our Company; and (3) unauthorized acquisition, use, or disposition of our assets that could have a material effect on our financial statements are prevented or timely detected.
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. Also, 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.
Changes in Internal Controls over Financial Reporting
There have been no changes in our internal controls over financial reporting that occurred during our last fiscal quarter to which this quarterly report on Form 10-Q relates that have materially affected, or are reasonably likely to materially affect, our internal controls over financial reporting. We are committed to improving our financial organization. As part of this commitment, we intend to continue to educate our management personnel to comply with U.S. GAAP and SEC disclosure requirements and to increase management oversight of accounting and reporting functions in the future.
PART II - OTHER INFORMATION
ITEM 1. LEGAL PROCEEDINGS
The liabilities that we acquired as part of the Asset Purchase Agreement with Reflectkote dated March 10, 2010 included a judgment from the SEC. Through communications with the SEC, we have determined that it is probable that we will be required to pay a judgment of approximately $50,000. This amount is an estimate made by us as of March 31, 2011. The exact amount of payment is contingent upon the approval of the SEC. This estimated amount has been recorded in the financial statements and related notes as of March 31, 2011, appearing elsewhere in this Quarterly Report.
ITEM 1A. RISK FACTORS
Not applicable.
ITEM 2. UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS
On March 29, 2011, the Company sold and issued 400,000 shares of restricted common stock valued at a price of $0.10 per share, which was a 50% discount from the closing bid price on the date of issuance.
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ITEM 3. DEFAULTS UPON SENIOR SECURITIES
None
ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS
Not applicable.
ITEM 5. OTHER INFORMATION
Not applicable.
ITEM 6. EXHIBITS
The following exhibits are being filed as part of this Quarterly Report on Form 10-Q.
Exhibit No. Description of Exhibit
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2.1 (1)
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Share Exchange Agreement among the Registrant, Extreme Mobile Coatings, Inc. and the stockholders of Extreme Mobile Coatings, Inc.
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3.1 (4)
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Certificate of Incorporation of the Registrant, as amended
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3.2 (4)
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Bylaws of the Registrant, as amended
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10.1 (1)
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Master License Agreement between Xiom Corp. and Extreme Mobile Coatings, Inc.
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10.2 (1)
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First Amendment to Master License Agreement between Xiom Corp. and Extreme Mobile Coatings, Inc.
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10.3 (1)
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Consulting Agreement dated as of March 1, 2008 between Extreme Mobile Coatings, Inc. and Scott R. Hamann, M.D.
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31.1 (5)
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Certification of Principal Executive Officer and Principal Financial Officer Pursuant to Exchange Act Rule 13A-14(A)/15D-14(A) as Adopted Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002
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32.1 (5)
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Certification of Principal Executive Officer and Principal Financial Officer Pursuant to 18 U.S.C. Section 1350, as Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002
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(1)Incorporated by reference to similarly numbered exhibit to the Form 8-K filed by the Registrant with the Securities and Exchange Commission on September 17, 2008.
(3) Incorporated by reference to similarly numbered exhibit to the Form 8-K filed by the Registrant with the Securities and Exchange Commission on September 18, 2008.
(4) Incorporated by reference to similarly numbered exhibit to the Form 10-K filed by the Registrant with the Securities and Exchange Commission on May 19, 2010.
(5) Attached hereto
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Signatures
Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on behalf of the undersigned, thereunto duly authorized on May 23, 2011.
| CompStructural Enhancement Technologies Corp. | |||
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Date: May 23, 2011
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By:
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/s/ Andrew B. Mazzone | |
| Andrew B. Mazzone, Chairman of the Board and President | |||
| Title | |||
| Date: May 23, 2011 | By: | /s/ Charles Woodward | |
| Charles Woodward, Director | |||
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