Attached files
| file | filename |
|---|---|
| EX-32.2 - CERTIFICATION - ENZOLYTICS INC | setc_ex322.htm |
| EX-32.1 - CERTIFICATION - ENZOLYTICS INC | setc_ex321.htm |
| EX-33.2 - CERTIFICATION - ENZOLYTICS INC | setc_ex312.htm |
| EX-33.1 - CERTIFICATION - ENZOLYTICS INC | setc_ex311.htm |
United States
Securities and Exchange Commission
Washington, D.C. 20549
Form 10-K/A
|
x
|
ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934: For the fiscal year ended December 31, 2009
|
|
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)
11-3460949
(IRS Employer Identification No.)
50 Grand Avenue
Deer Park, NY 11729
(Address of Principal executive offices) (Zip Code)
Registrant’s telephone number: (631) 560-4108
Securities registered under Section 12(b) of the “Exchange Act”
Common Share, Par Value, $.0001
(Title of each Class)
Securities registered pursuant to Section 12(g) of the Act: None
Indicate by check mark if the Registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act.
o Yes x No
Indicate by check mark if the Registrant is not required to file reports pursuant to Section 13 or 15(d) of the Act.
o Yes x No
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.
x Yes o No
Indicate by check mark if disclosure of delinquent filers pursuant to Item 405 of Regulation S-K (§229.405 of this chapter) is not contained herein, and will not be contained, to the best of Registrants’ knowledge, in definitive proxy or information statements incorporated by reference in Part III of this Form 10-K or any amendment to this Form 10-K.
x Yes o No
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 definitions of “large accelerated filer,” “accelerated filer,” and “smaller reporting company” in Rule 12b-2 of the Exchange Act. (Check one):
|
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).
o Yes xNo
The aggregate market value of the voting stock held by non-affiliates of the Registrant was approximately $2,035,876.48 as of April 15, 2010, based on a market price of $.016 per share. For purposes of the foregoing computation, all executive officers, Directors and 5% beneficial owners of the registrant are deemed to be affiliates. Such determination should not be deemed to be an admission that such executive officers, Directors or 5% beneficial owners are, in fact, affiliates of the Registrant.
Indicate the number of shares outstanding of each of the Registrant’s classes of common stock, as of the latest practicable date.
The number of shares of Common Stock outstanding, as of April 15, 2010 was: 271,581,572
DOCUMENTS INCORPORATED BY REFERENCE
None
Structural Enhancement Technologies Corp.
ANNUAL REPORT ON FORM 10-K
For Fiscal Year Ended December 31, 2009
INDEX
| PART I |
Page No
|
||||
| ITEM 1. | Description of Business | 1 | |||
| ITEM 2. | Description of Property | 7 | |||
| ITEM 3. | Legal Proceedings | 7 | |||
| ITEM 4. | (Removed and reserves) | 7 | |||
| PART II | |||||
| ITEM 5. |
Market for Common Equity and Related Stockholder Matters and Issuer Purchase of Equity Securities
|
8 | |||
| ITEM 6. | Selected Financial Data | 10 | |||
| ITEM 7. | Management’s Discussion and Analysis of Financial Condition and Results of erations | 10 | |||
| ITEM 7A. | Quantitative and Qualitative Disclosures About Market Risk | 12 | |||
| ITEM 8. |
Financial Statement and Supplementary Data
|
13 | |||
| ITEM 9. | Changes in and Disagreements with Accountants on Accounting and Financial Disclosure | 13 | |||
| ITEM 9A. |
Controls and Procedures
|
13 | |||
| ITEM 9B. |
Other Information
|
14 | |||
| PART III | |||||
| ITEM 10. | Directors, Executive Officers and Corporate Governance | 15 | |||
| ITEM 11. |
Executive Compensation
|
16 | |||
| ITEM 12. |
Security Ownership of Certain Beneficial Owners and Management
|
17 | |||
| ITEM 13. |
Certain Relationships and Related Transactions
|
18 | |||
| ITEM 14. |
Principal Accounting Fees and Services
|
19 | |||
| ITEM 13. |
Exhibits, Financial Statement Schedules
|
18 | |||
|
Signatures
|
|||||
Structural Enhancement Technologies Corp.
Part I
Item 1. Business
FORWARD-LOOKING STATEMENTS
Because we want to provide investors with more meaningful and useful information, this Annual Report on Form 10-K (“Form 10-K”) contains certain forward-looking statements that reflect our current expectations regarding our future results of operations, performance and achievements. We have tried, wherever possible, to identify these forward-looking statements by using words such as “anticipates,” “believes,” “estimates,” “expects,” “designs,” “plans,” “intends,” “looks,” “may,” and similar expressions. These statements reflect our current beliefs and are based on information currently available to us. Accordingly, these statements are subject to certain risks, uncertainties and contingencies, including the factors set forth herein, which could cause our actual results, performance or achievements in future periods to differ materially from those expressed in, or implied by, any of these statements. You should not place undue reliance on any forward-looking statements. Except as otherwise required by federal securities laws, we undertake no obligation to release publicly the results of any revisions to any such forward-looking statements that may be made to reflect events or circumstances after the date of this Report or to reflect the occurrence of unanticipated events.
About our Company
How our Company is organized.
Structural Enhancement Technologies Corp. formerly Extreme Mobile Coatings Worldwide Corp. (the “Company”) was incorporated on July 28, 2004, in the United Kingdom under the name T&T Homes Limited. On November 29, 2004 the name of the corporation was amended to Falcon Media Services, Ltd. On December 3, 2007, the Company amended its Certificate of Incorporation to increase the authorized capital to 500,000,000 shares of common stock, par value of $0.001 per share. On September 16, 2008, the Company and the stockholders of Extreme Mobile Coatings, Inc., a Delaware corporation (“Extreme”), entered into a Share Exchange Agreement (the “Agreement”) pursuant to which the stockholders of Extreme exchanged all of the outstanding shares of Extreme common stock for an aggregate of 13,505,085 ordinary shares of the Company (the “Share Exchange”). As a result of the Share Exchange, Extreme became a wholly owned subsidiary of the Company. On November 12, 2008, the Company amended its Certificate of Incorporation to change the name of the Company to “EXTREME MOBILE COATINGS COMPANY, LTD.”
On April 8, 2009, Extreme Mobile Coatings Company, Ltd. completed corporate actions to re-domicile the Company to Delaware from London, United Kingdom. As a result of this re-domicile, the name of the Company has been changed to Extreme Mobile Coatings Worldwide Corp. In addition, the Company’s Board of Directors approved a five (5) for one (1) forward split of its common stock. The Company trades under the new symbol “EMWW” on the Over the Counter Bulletin Board on a split-adjusted basis.
On June 18, 2010, the Company completed the corporate actions of amending its name to Structural Enhancement Technologies Corp. and effected a reverse split of its common of One Hundred old (100) shares to one (1) new share of common stock.
1
Our Business
The Company was formed to provide quality sports and event related content and services to the Middle Eastern markets across the mobile phone network, and receive revenues through joint ventures and other licensing arrangements. Upon completion of the Share Exchange, the Company abandoned its original business plan. The Company is continuing the business of Extreme as its sole line of business.
Where You Can Find Us
The Company’s corporate offices are located at 50 Grand Avenue, Deer Park, NY 11729, and its phone number is 631-560-408. Its web site is www.extrememobilecoating.com.
Description of Extreme Mobile Coatings, Inc.
BUSINESS
General
The Company conducts its operations through its wholly owned subsidiary, Extreme Mobile Coatings, Inc., a successor of A&C Coatings, LLC, which was formed in February 2007 to offer franchise opportunities to operate a mobile business which provides painting or coating on various surfaces utilizing a special patented mobile system developed by Environmental Infrastructure Holdings Corp. f/k/a Xiom Corp. and licensed to Extreme. Xiom Corp. is now a wholly owned subsidiary of Environmental Infrastructure Holdings Corp.
In addition, Extreme operates a mobile coating business in and around Nicholasville, Kentucky.
The Xiom coatings include coatings that:
|
|
reduce or mitigate microbe levels on various surfaces;
|
|
|
|
contain anti-foul polymers that reduce the accumulation of barnacles and other materials on marine vessels;
|
|
|
glow in the dark;
|
|
|
|
prevent or reduce slipping;
|
|
|
prevent graffiti from adhering to a surface; and
|
|
|
|
coat any surface with a chosen color.
|
Potential customers include hospitals, physician offices, schools, day care centers, marinas and other businesses and individuals.
2
The XIOM Technology
Materials used with the XIOM System are produced from various formulas of plastic powders. The powder mixture is melted and projected onto a substrate via a mixture of air and flammable gases that produce the actual coating. The air, flammable gases and powder mixture are brought together through a specialized and patented gun with a flame nozzle where the powder material is melted and sprayed forward onto the surface to be coated. The gases and heated coating are cooled by the surface that it adheres to.
Powder coating currently is a process in which metal parts are brought into a factory environment where they are cleaned and prepared to receive a powder coating. Plastic in powder form is then applied to the various metal parts by means of an electrostatic charge that causes the powder to adhere to the surface. The coated part is then heated in an oven for a period of time to cause the plastic to melt and adhere to the substrate. The XIOM process operates differently. Although the XIOM system uses plastic powder, the powder is not electrostatically charged in order for it to adhere to a substrate. The XIOM system uses a different mechanism that simultaneously applies and fuses the powder to a substrate. The advantages of this process are that the coating process is totally portable and can be applied anywhere, not necessarily in a factory setting, can be applied without the use of an oven to cure the coating, and can be applied to most substrates in addition to the metal substrate to which powder coatings are traditionally applied to in a factory, using an oven.
The XIOM plastic spray technology is unique and has patents pending. The patents cover technology and processes to apply and deliver powder coatings through a specialized spray system that allows those coatings to be applied both on site and in a factory. The patents will last, upon issuance, for a period of 20 years, unless other patents are applied for. With the XIOM process, the on-site plastic powder coating process, coatings can be deposited on wood, steel, fiberglass, concrete and plastic – a variety of substrates not all available to traditional powder coating. The XIOM process is quick, does not use an expensive oven for curing and can be used both outside and inside a building.
The technology associated with the XIOM system was developed personally by two officers of XIOM. This technology was developed and enhanced over time with funding from contacts with the New York State Energy Research & Development Authority (“NYSERDA”). The refinements made to the technology pursuant to these contracts have resulted in the XIOM 1000 Thermal Spray system that is currently marketed for commercial sale.
History of the Technology
The history of applying polymer coatings dates back to the early 1950’s starting with the fluidized bed process and then in the 1960’s to the Electrostatic Powder Sprayer (“EPS”). Today EPS is the standard for applying organized polymer coatings. It is commonly referred to as “Powder Coating” which to those familiar with this process means EPS applied plastic powder coatings followed by oven curing at approximately 400 F, where melting and film formation takes place.
EPS is a large business today as polymer coatings, thermoplastic and thermoses are applied to a variety of substrates. They can be applied to cold surfaces before being cured to film thickness typically between 1 to 4 mils (50-200 microns). There are little Volatile Organic Compounds (“VOC”) and reduced Hazardous Air Pollutants (“HAP”). For these reasons, EPS has captured substantial business from the established liquid coating processes known as traditional painting.
3
The XIOM products contain no VOCs. There is a current trend by the EPA to ban VOCs from products sold to the public for safety and health purposes, but there is no guarantee that XIOM’s VOC-less products, although safer, will prove to be any more functionally effective than those alternative coating products such as paints that do have VOCs.
The traditional powder coating industry, directly competitive to the XIOM products, usually requires a large investment in ovens and production lines, sophisticated preparation and cleaning equipment, and in many cases operates with sophisticated in-line computerized production control systems to manage the powder coating process. The XIOM system is designed to do powder coating outside a traditional factory setting. The system enables a plastic coating to be directly sprayed onto a surface, contains no preparation equipment and requires no oven with which to cure powder coatings. The XIOM system has no computerized control whatsoever and, in fact, does not even use electricity but relies on air, propane and oxygen to achieve a coating result.
Traditional powder coaters who do coating inside a factory environment could possibly try to re-engineer their systems to compete directly with the XIOM systems. It would require them to manufacture smaller, more portable ovens as well as develop more portable production and control systems in order to compete with the XIOM systems on-site coating capability. In the event that enough traditional powder coaters alter their existing operations and create portable systems and ovens that could be mounted on mobile units equipped with power systems for operation, Extreme’s ability to sell mobile coating franchises could be compromised.
Unlike most painting systems, XIOM’s coatings have no dripping and overspray problems and absolutely no VOCs. XIOM materials cure instantly after being applied and no curing ovens are needed.
Due to the fact that the entire XIOM system weighs just 70 pounds, the system can be easily used onsite.
XIOM coatings can be applied at thicknesses from 3 mils up to 1 inch as compared to traditional powder coatings which usually vary from 1 to 4 mils thick. XIOM has asserted that thicker coatings generally give greater protection against corrosion than thin coatings, although it does not have definitive data to conclusively prove this assertion.
EPS applied plastic coatings are further characterized by their wide use in OEM and production applications for decorative purposes where appearance and durability are required. While there is some use of functional EPS coatings, by and large the vast majority of use is for decorative applications. Large numbers of relatively small components can best take advantage of the economic benefits from EPS powder processing thus conforming to the limits of batch processing and over size restrictions.
The XIOM Thermal Spray Technology
The XIOM powder spray process uses the rich history of EPS Powder Coatings but takes the technology a step further to meet the field requirements of on-site liquid painting, thus bridging the gap between “in house” EPS and “on-site” liquid painting developing a true portable on-site polymer coating system.
Two major advances account for XIOM’s coating technology:
First, the XIOM 1000 Therman Spray system is currently XIOM’s only equipment product for on-site portability. It permits spraying of relatively low melting point polymer powder without over heating and generation of combustion with no VOCs. High deposit rate and efficiency further characterize the XIOM 1000 system.
4
Second, XIOM plastic powders are designed specifically for Thermal Spraying. New materials technology utilizing multiplex combinations, blends, additives and composites, thus taking advantage of synergy and covalent bonding to produce exceptionally high adhesion to most substrates and functional properties heretofore not possible with polymers (plastic coatings). For instance, XIOM claims that it is the first to produce thermal sprayed polymer/zinc primer coats, which deliver very high quantities of zinc to the substrate for corrosion control. These polymer/zinc primer coatings not only bond securely to steel substrate, but they facilitate bonding of sprayed top coatings as well.
XIOM maintains that many XIOM powders are unique and therefore patentable, with patents pending. Substrates such as wood, plastic, masonry and fiberglass – not processable via EPS – are now readily sprayable with the XIOM 1000 system, along with steel, aluminum and non-ferrous substrates.
The new powder coatings properties produced with the XIOM 1000 system are manifested in the wide variety of applications both functional and decorative now solvable.
XIOM currently has approximately 20 varied material formulations to create spray coatings. The coating functionality includes any-corrosions: wear resistance, architectural, anti-foul, anti-microbial, anti-graffiti, glow-in-the-dark and grip and release. XIOM’s materials come in over 100 different colors. XIOM can mix ceramics and metals, if desired, for added wear, into its plastic coatings and can add anti-microbial formulations into the coatings. The system sprays eight pounds of plastic material an hour using different spray nozzles, allowing for both round patterns and up to a 9-inch fan spray pattern. The system is electrically controlled. The fuel system uses oxygen and propane with air as a cooling gas. Preparation of surfaces is the same as for painting. Since these are plastic coatings, all solids with no hollows and voids, they will last longer than paint-based coating systems and can be applied thick or thin.
The XIOM License
Extreme has entered into a Master License Agreement with XIOM pursuant to which Extreme has been granted an exclusive license in the contiguous states of the United States to establish franchises to market, use and sell XIOM’s coating products and equipment. The license expires in October 2026, subject to Extreme’s right to extend the license for ten successive three (3) year periods by providing XIOM written notice of the election to extend at least six months prior to the expiration of the then current term. Each party has the right to terminate the license agreement in the event of a breach by the other party which is not cured within 30 days of the receipt of written notice of the breach, including in the case of a termination by XIOM, Extreme’s failure to establish ten franchises by December 31, 2009, and at least 10 franchises each year thereafter.
Extreme issued to XIOM an equity interest in Extreme in consideration of entering the license agreement. XIOM has agreed to sell XIOM products to Extreme’s franchisees; provided however, that neither Extreme nor its franchisees will be permitted to apply XIOM anti-microbial and/or anti-fouling coatings original equipment manufacturers, the U.S. government and its branches and agencies or certain “captive ships” for which applications are performed by XIOM employees.
Limited Operating History
The Company cannot guarantee Extreme will be successful in its business operations. Extreme’s 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.
5
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 April 15, 2010, the Company had no employees except for one individual employed by Extreme. The Company believes that its relationship with the employee of Extreme is satisfactory. Neither the Company nor Extreme has suffered any labor problems since inception.
Subsequent Events
Expiration of Letter of Intent with Cloudtech
On May 27, 2009, we entered into a Letter of Intent to acquire 100% of the issued and outstanding shares of Cloudtech Sensors, Inc. (“Cloudtech”), an early-stage developer of handheld detectors that can discover and identify hundreds of biological, chemical, environmental and radioactive agents, then wirelessly relay crucial data to command-and-control centers for instant analysis and response. This Letter of Intent has expired and was not renewed by Extreme.
Acquisition of Assets of Relfectkote, Inc.
On March 11, 2010, Extreme Mobile Coatings Worldwide Corp. (the “Company”), entered into a Asset Purchase Agreement with Reflectkote, Inc., dated March 10, 2010, wherein Reflectkote, Inc, sold certain assets and liabilities to the Company, as set forth on the schedules to the Agreement, and whereby the Company assumed the Liabilities as set forth, as well as the obligation to issue 50,000,000 shares of common stock of the Company to the shareholders of Reflectkote, Inc. as a stock dividend, after the effectiveness of a Registration Statement on Form S-4. Reflectkote, Inc., has set a record date of April 15, 2010 for the stock dividend.
The Vice-President and Director of the Company, James W. Zimbler is also a Director of Reflectkote, Inc.
The assets purchased include a permanently applied reflective coating that does not come off in the manner that reflective tape can and does. Reflectkote coatings do not corrode and protect the surface applied to as well. Reflectkote is a plastic and glass combination prepared in a proprietary manner. The application can be done on site with various equipment manufactured by various vendors.
Clean Marine Letter of Intent
On March 12, 2010, the Registrant entered into a Letter of Intent, dated March 3, 2010, with Clean Marine, Inc. whereby the Registrant shall purchase 100% of the issued and outstanding common stock of Clean Marine, Inc., and its operating business known as Clean Air Today. The closing of the transaction will occur as promptly as practicable.
6
This transaction was cancelled by the Company.
Item 1A. Risk Factors
As a smaller reporting company we are not required to provide the information required by this item.
Item 1B. Unresolved Staff Comments.
As a smaller reporting company we are not required to provide the information required by this item.
Item 2. Properties
Extreme currently leases approximately 1,500 square feet of office space in Nicholasville, Kentucky, which it utilizes as its corporate headquarters under a lease, which expires in ___________. The Company believes that these facilities are adequate and suitable for its current operations.
Item 3. Legal Proceedings
There is no past, pending or, to our knowledge, threatened litigation or administrative action which has or is expected by our management to have a material effect upon our business, financial condition or operations, including any litigation or action involving our officer, director or other key personnel.
Item 4. (Removed and Reserved)
7
PART II
Item 5. Market for Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities
The Company’s common stock is quoted on the OTC Bulletin Board under the symbol “EMWW” since April 7, 2009. It traded under the symbol “EMOBF” from November 26, 2008 until April 6, 2009. From August 6, 2008 until November 25, 2008 it traded under the symbol “FMSLF.” There is currently a limited trading market for the company’s Common Stock with the price being very volatile, and few trades having been completed.
The following chart lists the high and low closing bid prices for shares of the Company’s Common Stock for each quarterly period within the last two fiscal years. These prices are between dealers and do not include retail markups, markdowns or other fee and commissions, and may not represent actual transactions.
| Fiscal Year 2008: | High Bid | Low Bid | High Ask | Low Ask | ||||||||||||
| First Quarter | - 0 - | - 0 - | - 0 - | - 0 - | ||||||||||||
| Second Quarter | - 0 - | - 0 - | - 0 - | - 0 - | ||||||||||||
| Third Quarter | - 0 - | - 0 - | - 0 - | - 0 - | ||||||||||||
| Fourth Quarter | 1.01 | - 0 - | 4.00 | - 0 - | ||||||||||||
| Fiscal Year 2009: | High | High | High | High | ||||||||||||
| First Quarter | 0.51 | - 0 - | 3.00 | - 0 - | ||||||||||||
| Second Quarter (1) | 0.12 | 0.095 | 0.7 | 0.005 | ||||||||||||
| Third Quarter | 0.065 | 0.005 | 0.075 | 0.023 | ||||||||||||
| Fourth Quarter | 0.049 | 0.005 | 0.03 | 0.008 | ||||||||||||
|
1 Taking into effect a forward stock split effective April 7, 2009
|
||||||||||||||||
| Fiscal Year 2010: | High Bid | Low Bid | High Ask | Low Ask | ||||||||||||
| First Quarter (2) | 0.17 | 0.005 | 0.018 | 0.00098 | ||||||||||||
8
Dividend Policy:
The Company has never declared or paid cash dividends on its common stock and anticipates that all future earnings will be retained for development of its business. The payment of any future dividends will be at the discretion of the Board of Directors and will depend upon, among other things, future earnings, capital requirements, the financial condition of the Company and general business conditions.
Securities authorized for issuance under equity compensation plans
On January 10, 2010, the Company filed a Registration Statement on Form S-8 to cover a total of 25,000,000 shares of common stock. The shares are to be issued pursuant to the Extreme Mobile Coatings Worldwide Corp. 2010 Employee and Consultant Stock Plan.
General
We are authorized to issue 1,000,000,000 shares of Common Stock, at a par value $0.0001 per share. As of April 15, 2010, the latest practicable date, there are 271,581,578 shares of common stock outstanding. The number of record holders of Common Stock as of April 15, 2010009 is approximately 100.
Common Stock
The holders of Common Stock are entitled to one vote for each share held of record on all matters to be voted on by stockholders. There is no cumulative voting with respect to the election of directors, with the result that the holders of more than 50% of the shares voting for the election of directors can elect all of the directors then up for election. The holders of Common Stock are entitled to receive ratably such dividends when, as and if declared by the Board of Directors out of funds legally available therefore. In the event we have a liquidation, dissolution or winding up, the holders of common Stock are entitled to share ratably in all assets remaining which are available for distribution to them after payment of liabilities and after provision has been made for each class of stock, if any, having preference over the common Stock. Holders of shares of Common Stock, as such, have no conversion, preemptive or other subscription rights, and there are no redemption provisions applicable to the Common Stock.
Dividend Policy
We have never paid any cash dividends and have no plans to do so in the foreseeable future. Our future dividend policy will be determined by our Board of Directors and will depend upon a number of factors, including our financial condition and performance, our cash needs and expansion plans, income tax consequences and the restrictions that applicable laws and other arrangements then impose.
Liquidation
In the event of a liquidation of the Company, all stockholders are entitled to a pro rata distribution after payment of any claims.
9
· Stock Transfer Agent
We have engaged Manhattan Transfer Registrar as our stock transfer agent. Manhattan Transfer Registrar is located at 57 Eastwood Road, Miller Place, NY 11764
Recent Sales of Unregistered Securities
On October 10, 2009, the Company issued 3,500,000 shares, bearing a restrictive legend, to Imperial Consulting Network in exchange for services provided to the Company.
On February 4, 2010 and March 8, 2010, the Company issued shares of common stock in exchange for debt. The Company issued a promissory note to XIOM Corp. now known as Environmental Infrastructure Holdings Corp., in April 2008, pursuant to which the Company borrowed up to $150,000 from Environmental Infrastructure Holdings Corp. A payment of $35,000 was due to Environmental Infrastructure Holdings Corp. under the note in June 2008 but was not paid, and as of June 30, 2008, $108,500 was due under the note, which is due in full on April 28, 2009, and bears interest at a rate of 5% per annum. Environmental Infrastructure Holdings Corp. thereupon transferred and assigned the total amount due to various entities for payment in 60 days. Thereupon the Company converted and issued a total of 21,700,000 shares of common stock to four entities, Downshire Capital Inc., Merlando International, Inc. Ouimet Consulting Inc. and Red Rock Marketing Media Inc
Item 6. Selected Financial Data
As a smaller reporting company we are not required to provide the information required by this item.
Item 7. Management’s Discussion and Analysis of Financial Condition and Results of Operation
Forward-Looking Information
You should read the following discussion and analysis together with the Company’s audited financial statements and related notes appearing elsewhere in this Report. This discussion and analysis contains forward-looking statements that involve risks, uncertainties, and assumptions. The actual results may differ materially from those anticipated in these forward-looking statements as a result of certain factors, including, but not limited to, those presented under "Risk Factors" or elsewhere in this Report.
Overview
The Company was incorporated on July 28, 2004 to provide quality sports and event related content and services to the Middle Eastern Markets across the mobile phone network, and receive revenues through joint ventures and other licensing arrangements. The Company did not generate any revenues from these activities.
On September 16, 2008, the Company acquired all of the outstanding shares of Extreme Mobile Coatings, Inc. pursuant to the Share Exchange in which it issued an aggregate 13,505,085 ordinary shares in exchange for all of the outstanding shares of common stock of Extreme. Upon completion of the Share Exchange, the Company’s Board of Directors was reconstituted with designees of Extreme replacing the then current Board of Directors. Further, upon the completion of the Share Exchange, the Company abandoned its prior business plan, and the operations of Extreme acquired as a result of the Share Exchange became its sole line of business. The ordinary shares issued to the former shareholders of Extreme represented approximately 99% of the Company’s outstanding ordinary shares after giving effect to the Share Exchange, and, as a result, the Share Exchange transaction was accounted for as a reverse acquisition with Extreme as the acquiring party and Extreme Mobile Coatings Worldwide Corp. (then known as Falcon Media Services, Ltd.) as the acquired party. Accordingly, the historical financial information set forth in this report is that of Extreme unless the context otherwise requires.
10
Extreme is a successor to A&C Coatings, LLC, a Delaware limited liability company formed in February 2007 and converted under Delaware law to a Delaware corporation in January 2008. Extreme is a development stage company and has achieved only limited revenues to date. Extreme plans to offer franchise opportunities to operate mobile businesses that provide painting or coatings on various surfaces using a patented mobile system, which is licensed to Extreme by XIOM Corporation. These coatings can be applied to various industrial surfaces to help reduce microbe levels, reduce the accumulation of barnacles on marine vessels, and prevent slipping or prevent the adherence of graffiti, among other things. The potential customer base that Extreme has identified to which such coatings may be marketed includes hospitals and other health care facilities, schools, day care centers, marinas and the food service industry. Extreme also operates a mobile coating business in and around Nicholasville, Kentucky through which Extreme markets its products and services to potential customers directly.
Extreme plans to sell franchises in the states of Kentucky, Illinois, New York and California beginning in June 2009, or thereabout. Financial information pertaining to Extreme was included in the Form 8-K filed by the Company with the Securities and Exchange Commission on September 17, 2008. The Company has abandoned its original business plan and intends to operate Extreme as its sole line of business.
Limited Operating History
For the period from inception (February 2, 2007) through December 31, 2008, Extreme had limited revenues of $5,687. Expenses for the period totaled $446,173 resulting in a loss from operations of $440,486. The franchise opportunities and services that Extreme plans to offer incorporate new concepts and technologies, and therefore Extreme’s business plan is subject to the risks that are inherent in the development of any innovative product or service, such as the risk that the product will be found to be ineffective or uneconomical. Extreme is also subject to risks that are inherent in the establishment of any new business; including the risk that Extreme will be unable to raise sufficient capital to support its operations. Extreme may experience delays in marketing its franchise opportunities and services, or may not be capable of marketing its franchise opportunities and services at all. Extreme cannot guarantee that its business plan will be successful or that Extreme will be able to implement its business plan successfully.
Results of Operations for the 12 Months Ended December 31, 2008 and December 31, 2007
The Company achieved limited revenues during fiscal year 2008. General administrative expenses were $384,124 during the 12 months ended December 31, 2008 compared to $40,198 during the 12 months ended December 31, 2007. The increase was primarily due to an increase in professional and consulting fees paid or accrued by the Company. The Company incurred a net loss of $425,948 during the 12 months ended December 31, 2008 compared to a net loss of $421,617 during the 12 months ended December 31, 2007. The increase in the net loss was directly related to the increase in general and administrative expenses described above.
For the period from inception (February 2, 2007) through December 31, 2007, Extreme had no revenues. Expenses for the period totaled $43,175 resulting in a loss from operations of $43,175.
Liquidity and Capital Resources
The Company had only $1,749 of cash as of December 31, 2008, and will rely on the business acquired in connection with the acquisition of Extreme to support future operations.
11
The Company has funded its operations to date through loans and equity contributions made by its founders and will require additional funds to begin to implement its business plan. The Company’s need for funds will increase as the Company increases the scope of its development and marketing activities in Kentucky, Illinois, New York and California, and potentially in other markets.
In March 2007, the Company obtained a term loan from Central Bank FSB to finance the purchase of certain construction equipment which it intended to use in a business unrelated to its mobile coating business. Extreme is 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 December 31, 2008, $295,196 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 XIOM common stock. Certain Directors have also personally guaranteed the obligation. No assurance can be given that Extreme will be successful in obtaining clear title to the equipment or selling the equipment for a sufficient amount to fully repay the bank loan.
The Company plans to finance its capital needs primarily through the proceeds from the sale of debt and/or equity securities. In addition, in April 2008, Extreme issued a promissory note to XIOM Corp. pursuant to which Extreme may borrow up to $150,000 from XIOM. A payment of $35,000 was due to XIOM under the note in June 2008 but was not paid. As of December 31, 2008, $108,500 was due under the note, which was due in full on April 28, 2009, bears interest at a rate of 5% per annum and remains unpaid.
The Company’s working capital and capital requirements will depend on several factors, including the level of resources that Extreme devotes to the development and marketing of its franchise opportunities and services.
The financial statements of the Company are prepared on a going concern basis, which assumes that the entity will realize its assets and discharge its liabilities in the normal course of business. At December 31, 2008, the Company had cash of $1,749, a working capital deficit of $583,923, stockholders’ deficit of $709,763 and an outstanding balance of long-term debt of $295,196. The Company’s financial condition as of December 31, 2008 raises doubt as to its ability to continue its normal business operations as a going concern. A failure to raise additional capital will have a material adverse effect on the Company’s business and profits.
During the quarterly period ended March 31, 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 5, 2009, the Company issued 300,000 shares of common stock, equivalent to a post forward stock split amount of 1,500,000 shares of common stock to Aires Capital, Inc. for such services. The services were valued at $50,000.
Off-Balance Sheet Arrangements
The Company is not a party to any off-balance sheet arrangements, and the Company does not engage in trading activities involving non-exchange traded contracts. In addition, the Company does not have any financial guarantees, debt or lease agreements or other arrangements that could trigger a requirement for an early payment or that could change the value of its assets.
Item 7A. Quantitative and Qualitative Disclosures About Market Risk.
As a smaller reporting company we are not required to provide the information required by this item.
12
Item 8. Financial Statements and Supplementary Data
Index to Financial Statements
CONTENTS
The Company had no changes in or disagreements with accountants on accounting and financial disclosure for the fiscal year ended December 31, 2009.
ITEM 9A. CONTROLS AND PROCEDURES
Our Chief Executive Officer and Principal Financial Officer, after evaluating the effectiveness of the Company’s “disclosure controls and procedures” (as defined in the Securities Exchange Act of 1934 (Exchange Act) Rules 13a-15(e) or 15d-15(e)) as of the end of the period covered by this annual report, has concluded that our disclosure controls and procedures are effective at a reasonable assurance level based on their evaluation of these controls and procedures as required by paragraph (b) of Exchange Act Rules 13a-15 or 15d-15.
Management’s Report on Internal Control Over Financial Reporting
Management of the Company is responsible for establishing and maintaining adequate internal control over financial reporting. As defined in Rules 13a-15(f) under the Securities Exchange Act of 1934, internal control over financial reporting is a process designed by, or under the supervision of, the Company’s principal executive, principal accounting and principal financial officers, or persons performing similar functions, and effected by the Company’s Board of Directors, management and other personnel, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with accounting principles generally accepted in the United States of America.
13
The Company’s internal control over financial reporting includes those policies and procedures that (1) pertain to the maintenance of records, that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of the Company’s assets; (2) provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with generally accepted accounting principles, and that receipts and expenditures of the Company are being made only in accordance with authorizations of the Company’s management and directors; and (3) provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use or disposition of the Company’s assets that could have a material effect on the financial statements.
Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements. 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.
The Company’s management, including the Company’s Chief Executive Officer and Principal Financial Officer assessed the effectiveness of the Company’s internal control over financial reporting as of December 31, 2009. In making this assessment, management used the framework in “Internal Control - Integrated Framework” promulgated by the Committee of Sponsoring Organizations of the Treadway Commission, commonly referred to as the “COSO” criteria. Based on the assessment performed, management believes that as of December 31, 2009, the Company’s internal control over financial reporting was effective based upon the COSO criteria. Additionally, based on management’s assessment, the Company determined that there were no material weaknesses in its internal control over financial reporting as of December 31, 2009.
This Annual Report does not include an attestation report of the Company’s independent registered public accounting firm regarding internal control over financial reporting. Management’s report was not subject to attestation by the Company’s registered public accounting firm pursuant to temporary rules of the SEC that permit the Company to provide only management’s report in this annual report.
Changes in Internal Controls
During the year ended December 31, 2009, there was no change in internal control over financial reporting that has materially affected, or is reasonably likely to materially affect our internal control over financial reporting.
Item 9b. Other Information
None
14
Part III
Item 10. Directors, Executive Officers, Promoters and Control Persons; Compliance with Section 16(a) of the Exchange Act.
Management
The following table sets forth certain information regarding the members the Company’s Board of Directors and executive officers as of for the fiscal year ended December 31, 2009 and as of April 15, 2010.
The following table sets forth information regarding the members of the Company’s Board of Directors and its executive officers following the Share Exchange. The Directors listed below will serve until the next annual meeting of the Company’s stockholders.
|
Name
|
Age
|
Position
|
|
Andrew Mazzone
|
65
|
Chairman
|
|
Charles Woodward
|
53
|
President, Chief Executive Officer and Director
|
|
James Zimbler
|
44
|
Executive Vice President, Treasurer, Secretary and Director
|
|
Michael Wade
|
68
|
Chief Financial Officer
|
Andrew Mazzone became Chairman of the Company upon completion of the Share Exchange in September 2008. He joined Extreme as Chairman in February 2007 and has been the Chairman and President of XIOM Corp. since its inception in 1998. Mr. Mazzone was the President of TTI at the time of the spin-out. He resigned as Sole Officer and Director of TTI on November 1, 2001. Thereafter, TTI acquired and changed its name to Steam Clean USA, Inc. on or about August 15, 2002. On July 1, 2003, Steam Clean USA, Inc. acquired Humana Trans Services Group, Ltd. At this point, Mr. Mazzone was invited to become Chairman of the Board of Directors. He served in that position until January 2004, when he resigned as Chairman but remained as a Director and until May 5, 2004, when he resigned from the Board entirely. From 1970 until February 15, 1995, Mr. Mazzone was employed by Metco, Westbury, NY, a subsidiary of the Perkin Elmer Corp., a holding company, which subsidiary, Metco, was engaged in the business of development of metal spraying and metal powders. Mr. Mazzone, as President, resigned from Sulzer Metco after the acquisition of the Company in 1995. From 1995 to October 2001, Mr. Mazzone was President of Thermaltec International. At Metco, Mr. Mazzone held various positions, including as Director of Logistics, Director of Sales and Marketing, Director of Manufacturing, Executive Vice President and President. Mr. Mazzone has degrees from Babson College, Babson Park, Massachusetts, in finance and an advanced degree in economics, with a specialty in economic history.
15
Charles Woodward joined the Company upon completion of the Share Exchange in September 2008. Mr. Woodward, a founder of Extreme, co-founded Contours Express, a franchisor of fitness centers in 1998, and served as its President from its inception until June 2005 when Contours Express was sold to a private equity group.
James W. Zimbler joined the Company upon the completion of the Share Exchange in September 2008. Mr. Zimbler, a founder of Extreme, has been a principal of Alpha Corporate Advisors, LLC, since its inception in May 2002. Alpha is involved as a consultant in the mergers and acquisitions of public companies and consulting for private companies that wish to access the public markets. Prior to becoming a founding member of Alpha, he was involved in consulting for capital raising, recapitalization and mergers and acquisitions for various clients. He has served on the Board of Directors and/or as officer of several companies since 2000, including Accountabilities, Inc., Triton Petroleum Group, Inc., Universal Media, Inc., and Genio Holdings, Inc.
Michael Wade joined the Company upon completion of the Share Exchange in September 2008 and has served as Chief Financial Officer of Extreme since its inception in February 2007. From 2005 until joining Extreme, he operated his own accounting practice, specializing in tax accounting and planning for new ventures. From 1992 until 2005, Mr. Wade served as an accountant for Contours Express.
Audit Committee and Financial Expert
On February 5, 2010 we appointed Greg Moore as Chairman of the Audit Committee and a member of the Board of Directors. However, Mr. Moore has not assumed his duties as of April 15, 2010. Upon the assumption of his duties, the Company will file a Current Report on form 8-K.
Code of Ethics
The Company does not currently have a Code of Ethics applicable to its principal executive, financial and accounting officers; however, the Company plans to implement such a code in the upcoming fiscal year.
Item 11 Executive Compensation
The following table sets forth information concerning the annual and long-term compensation for services in all capacities to the Company for the years ended December 31, 2009 and 2008 of its chief executive officer. As indicated, no compensation was paid to the Company’s Chief Executive Officer during either the year ended December 31, 2009 or 2008, and no executive officer of the Company received total annual compensation for either the year ended December 31, 2009 or the year ended December 31, 2008 in excess of $100,000.
16
SUMMARY COMPENSATION TABLE
|
Name and Principal Position
|
Year Ended
|
Salary ($)
|
Bonus ($)
|
Stock Awards ($)
|
Option Awards ($)
|
Non-Equity Incentive Plan Compensation ($)
|
Nonqualified Deferred Compensation Earnings ($)
|
All Other Compensation ($)
|
Total
($)
|
||||||||||||||||||||||||
|
John May, President(1)
|
12/31/08
|
$
|
--
|
$
|
--
|
$
|
--
|
$
|
--
|
$
|
--
|
$
|
-
|
$
|
--
|
$
|
--
|
||||||||||||||||
|
Charles Woodward, President
|
12/31/09
12/31/08
|
$
$
|
--
--
|
$ $
|
--
--
|
$
$
|
--
--
|
$ $
|
--
--
|
$
$
|
--
--
|
$
$
|
--
--
|
$
$
|
--
--
|
$
$
|
--
--
|
||||||||||||||||
|
James W. Zimbler,
Secretary
|
12/31/09
12/31/08
|
$
$
|
--
--
|
$ $
|
--
--
|
$
$
|
--
--
|
$ $
|
--
--
|
$
$
|
--
--
|
$
$
|
--
--
|
$
$
|
--
--
|
$
$
|
--
--
|
||||||||||||||||
|
(1)
|
Resigned September 16, 2008
|
Director Compensation
Our directors receive no compensation for their services as director, at this time, other than what has already been paid by the issuance of shares of common stock.
Director and Officer Insurance
The Company does not have directors and officers (“D & O”) liability insurance at this time.
Item 12. Security Ownership of Certain Beneficial Owners and Management
The following table sets forth certain information, as of April 15, 2010, concerning shares of common stock of the Registrant, the only class of its securities that are issued and outstanding, held by (1) each shareholder known by the Registrant to own beneficially more than five percent of the common stock, (2) each director of the Registrant, (3) each executive officer of the Registrant, and (4) all directors and executive officers of the Registrant as a group:
17
|
Name of Beneficial Owner
|
Amount and Nature of Beneficial Ownership
|
Percentage of
Shares
Outstanding
|
||||||
|
XIOM Corp.
78 Lamar Street, W. Babylon, NY 11794
|
45,119,260
|
16.61
|
%
|
|||||
|
Andrew Mazzone
C/o the Company
|
---
|
---
|
||||||
|
Charles Woodward
C/o the Company
|
41,896,460
|
(1)
|
15.43
|
%
|
||||
|
James Zimbler
C/o the Company
|
41,896,460
|
(2)
|
13.90
|
%
|
||||
|
Michael Wade
C/o the Company
|
500,000
|
.18%
|
||||||
|
Directors and officers as a group (4 persons)
|
127,242,280
|
46.1
|
%
|
|||||
|
(1)
|
These shares are owned by Bluegrass Mobile Power Coatings, LLC, a company wholly owned by Mr. Woodward.
|
|
(2)
|
These shares are owned by Keystone Capital Resources, LLC, a company wholly owned by Mr. Zimbler.
|
|
|
Item 13. Certain Relationships and Related Transactions, and Director Independence
Transactions with Related persons
None
Directors Independence
(a) During the fiscal year ended December 31, 2009, none of our members of the board of directors qualified as an independent director.
(b) The total number of meetings of the board of directors of the Registrant for the fiscal year was nine, this amount included telephonic meetings and/or Written Consents of the board of directors. The Registrant currently has no formal policy regarding attendance at the annual meeting of security holders. Currently we have no standing audit or nominating or compensation committees of the board of directors.
18
(c) During the fiscal year ended December 31, 2008, the Company did not engage in any transactions with its officers, Directors or 5% shareholders that require disclosure under the rules and regulations of the Securities and Exchange Commission. The information provided below pertains to transactions that have occurred between Extreme and its officers, Directors and 5% shareholders.
In October 2006, Extreme entered into a Master License Agreement with XIOM pursuant to which Extreme has been granted an exclusive license in the contiguous states of the United States to establish franchises to market, use and sell XIOM’s coating products and equipment. XIOM was issued an equity interest in Extreme in consideration of entering into the Master License Agreement. See the section of this report captioned “The XIOM License” in Item 2.01 for a more detailed description of the Master License Agreement.
Since Extreme’s inception, Charles Woodward, the President and Chief Executive Officer of Extreme, has loaned Extreme an aggregate of $104,008. The loans are non-interest bearing and have no terms for repayment. As of December 31, 2008, the entire principal amounts of the loans remained outstanding.
Since Extreme’s inception James Zimbler, Executive Vice President, Treasurer and Secretary of Extreme, has loaned Extreme an aggregate of $45,345. The loans are non-interest bearing and have no terms for repayment. As of December 31, 2008, the entire principal amounts of the loans remained outstanding.
In April 2008, Extreme issued a promissory note to a principal stockholder, XIOM Corp., pursuant to which Extreme may borrow up to $150,000 from XIOM. A payment of $35,000 was due to XIOM under the note in June 2008 but was not paid. As of December 31, 2008, $108,500 was due under the note, which is due in full on April 28, 2009, and bears interest at a rate of 5% per annum.
Since the Company does not have an audit or compensation committee comprised of independent Directors, the functions that would have been performed by such committees are performed by its Board of Directors. Thus, there is a potential conflict of interest in that the Company’s Directors have the authority to determine issues concerning management compensation, in essence their own, and audit issues that may affect management decisions. It is anticipated that policies for reviewing related party transactions will be developed in conjunction with the appointment of the Company’s audit committee in the upcoming fiscal year.
None of the Company’s Directors qualify as an “independent director” under the rules of the American Stock exchange.
Item 14. Principal Accounting Fees and Services.
The following table sets forth the aggregate fees billed to the Company by Davis Accounting Group P.C., the Company’s independent auditors for the fiscal years ended December 31, 2009 and 2008.
19
|
Audit Fees
|
2009
|
2008
|
||||||
|
Audit-Related Fees
|
$
|
$
|
32,876
|
|||||
|
Financial Information Systems
|
---
|
---
|
||||||
|
Design and Implementation Fees
|
---
|
---
|
||||||
|
Tax Fees
|
---
|
---
|
||||||
|
All Other Fees
|
N/A
|
N.A
|
||||||
Audit fees represent amounts billed for professional services rendered for the audit of the Company’s annual financial statements and the reviews of its financial statements included in its Forms 10-Q and Forms 8-K filed during the fiscal year ended December 31, 2008, and the registration statement that the Company filed with the Securities and Exchange Commission in January 2008. Before the Davis Accounting Group P.C. was engaged by the Company to render its audit services, the engagement was approved by the Company’s Board of Directors.
The Company did not incur any fees associated with non-audit services to Davis Accounting Group P.C. relating to the years ended December 31, 2009 or 2008.
Part IV
Item 15. Exhibits, Financial Statement Schedules.
Index to Exhibits
(a)
|
(1)
|
Financial Statements
|
|
(2)
|
Financial statement schedules
|
20
(b)
|
Exhibit
|
Description of Exhibit
|
|
|
2.1
|
Share Exchange Agreement among the Registrant, Extreme Mobile Coatings, Inc. and the stockholders of Extreme Mobile Coatings, Inc. (1)
|
|
|
3.1
|
Certificate of Incorporation of the Registrant (3)
|
|
|
3.11
|
Certificate of Amendment to Certificate of Incorporation, dated January 15, 2010 (4)
|
|
|
3.2
|
Bylaws of the Registrant (3)
|
|
|
10.1
|
Master License Agreement between Xiom Corp. and Extreme Mobile Coatings, Inc. (1)
|
|
|
10.2
|
First Amendment to Master License Agreement between Xiom Corp. and Extreme Mobile Coatings, Inc. (1)
|
|
|
10.3
|
Consulting Agreement dated as of March 1, 2008 between Extreme Mobile Coatings, Inc. and Scott R. Hamann, M.D. (1)
|
|
|
31.1
|
Certification of Principal Executive 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 (4)
|
|
|
31.2
|
Certification of 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 (4)
|
|
|
32.1
|
Certification of Principal Executive Officer Pursuant to 18 U.S.C. Section 1350, as Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 (4)
|
|
|
32.2
|
Certification of Principal Financial Officer Pursuant to 18 U.S.C. Section 1350, as Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 (4)
|
__________
|
(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.
|
|
|
(2)
|
Incorporated by reference to similarly numbered exhibit to the Form SB-2 filed by the Registrant with the Securities and Exchange Commission on January 2, 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)
|
Attached hereto
|
21
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 August 15, 2011.
|
Extreme Mobile Coatings Corp.
|
|||
|
By:
|
/s/ Charles Woodward
|
||
|
Charles Woodward, President and CEO
|
|||
KNOW ALL PERSONS BY THESE PRESENTS that each individual whose signature appears below constitutes and appoints Charles Woodward as his true lawful attorney-in-fact and agent, with full power of substitution for him and in his name, place and stead, in any and all capacities, to sign any and all amendments to this Form 10-K, and to file the same, together with all the exhibits thereto and all documents in connection therewith, with the Securities and Exchange Commission, granting unto said attorneys-in-fact and agents, and each of them, full power and authority to do and perform each and every act and being requisite and necessary to be done in and about the premises, as fully to all intents and purposes as he might or could do in person, hereby ratifying and confirming all that said attorneys-in-fact and agents or any of them, or his or their substitute or substitutes, may lawfully do or cause to be done by virtue hereof.
Pursuant to the requirements of the Securities Exchange Act of 1934, this Report has been signed by the following persons in the capacities indicated and on April 15, 2010.
|
Signature
|
Title
|
Date
|
||
|
/s/ Andrew Mazzone
|
Chairman of the Board
|
August 15, 2011
|
||
|
Andrew Mazzone
|
||||
|
/s/ Charles Woodward
|
President and CEO and Director
|
August 15, 2011
|
||
|
Charles Woodward
|
||||
|
/s/ James W. Zimbler
|
Executive Vice President, Treasurer, Secretary and Director
|
August 15, 2011
|
||
|
James W. Zimbler
|
||||
|
/s/ Michael Wade
|
Chief Financial Officer
|
August 15, 2011
|
||
|
Michael Wade
|
22