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, 2012

 

OR

 

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

 

From the transition period from ___________ to ____________.

 

Commission File Number 333-145831

 

SURFACE COATINGS, INC.

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

 

Nevada		20-8611799
(State or other jurisdiction of incorporation or organization)		(IRS Employer Identification No.)

 

2007 Industrial Blvd., Suite A, Rockwall, Texas 75087

(Address of principal executive offices)

 

  (972) 722-7351

(Issuer's telephone number)

 

N/A

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

 

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

 

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

 

reporting company” in Rule 12b-2 of the Exchange Act:

 

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

 

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

 

As of May 14, 2012, there were 5,579,000 shares of Common Stock of the issuer outstanding.

 

 

 

 

 

TABLE OF CONTENTS

 

 

	PART I FINANCIAL STATEMENTS
Item 1.	Financial Statements	3
Item 2.	Management's Discussion and Analysis or Plan of Operation	15

 

	PART II OTHER INFORMATION
Item 1.	Legal Proceedings	18
Item 2.	Changes in Securities	18
Item 3.	Default upon Senior Securities	18
Item 4.	Submission of Matters to a Vote of Security Holders	18
Item 5.	Other Information	18
Item 6.	Exhibits and Reports on Form 8-K	18

 

 

 

 

 

 

 

 

 

SURFACE COATINGS, INC.  Consolidated Balance Sheets  As of March 31, 2012 and December 31, 2011

 

		As of March 31, 2012 (Unaudited)				As of December 31, 2011 (Audited)
Assets
Current Assets
Cash and Cash Equivalents		$	48,900			$	116,451
Accounts Receivable (Net of Allowance for Doubtful         Accounts of  $6,237 and 1,937)			135,227				91,791
Allowance for Estimated Returns			(1,400	)			(1,400	)
Prepaid Expenses			5,042				5,852
Inventory			86,551				88,751
Total Current Assets			274,320				301,445
Fixed Assets:
Machinery and Equipment			81,627				81,627
Leasehold Improvements			1,406				1,406
Less: Accumulated Depreciation			(22,075	)			(17,904	)
Total Fixed Assets			60,958				65,129
Total Assets		$	335,278			$	366,574
Liabilities and Stockholders’ Equity
Current Liabilities
Accounts Payable		$	86,797			$	53,048
Accrued Expenses			36,136				37,876
Due to Related Parties			35,019				22,047
Current Portion of Notes Payable to Related Patty			21,567				21,978
Capital Lease Obligation			282				1,116
Current Portion of Capital Lease Obligation – Related Party			19,568				18,904
Line-of-Credit			8,491				6,978
Total Current Liabilities			207,860				161,947
Long-Term Liabilities
Capital Lease Obligation – Related Party (net of current portion)			34,916				40,064
Notes Payable to Related Parties (net of current portion)			20,288				25,253
Total Long-Term Liabilities			55,204				65,317
Total Liabilities			263,064				227,264
Stockholders’ Equity:
Preferred stock, $.001 par value, 20,000,000 shares   authorized, -0- shares issued and outstanding			0				0
Common stock, $.001 par value, 50,000,000 shares   authorized, 5,579,000 and 5,579,000  shares issued   and outstanding,  respectively			5,579				5,579
Additional Paid In Capital			287,913				287,913
Accumulated Deficit			(221,278	)			(154,182	)
Total Stockholders’ Equity			72,214				139,310
Total Liabilities and Stockholders’ Equity		$	335,278			$	366,574

 

 

 

The Accompanying Notes are an Integral Part of these Consolidated Financial Statements.

 

 

 

 

SURFACE COATINGS, INC. Consolidated Statements of Operations For the Three Months Ended March 31, 2012 and 2011 (Unaudited)

 

 

		Three Months Ended
		March 31, 2012				March 31, 2011
Revenue		$	322,770			$	393,005
Cost of Sales			181,351				258,731
Gross Profit			141,419				134,274
Operating Expenses:
Depreciation Expense			4,171				355
Advertising Expense			19,393				9,343
General and Administrative			182,293				94,345
Total Operating Expenses			205,857				104,043
Net Operating Income (Loss)			(64,438	)			30,231
Other Income (Expense)
Interest Expense			(2,658	)			(800	)
Total Other Income (Expense)			(2,658	)			(800	)
Net Income (Loss)		$	(67,096	)		$	29,431
Basic and Diluted Earnings (Loss) per share		$	(0.01	)		$	0.01
Weighted Average Shares Outstanding:
Basic and Diluted			5,579,000				5,429,000

 

 

The Accompanying Notes are an Integral Part of these Consolidated Financial Statements.

 

 

 

 

 

SURFACE COATINGS, INC. Consolidated Statement of Stockholders' Equity For the Three Months Ended March 31, 2012 (Unaudited) and the Year Ended December 31, 2011 (Audited)

 

 

											Additional
		Common Stock									Paid-in				Accumulated
			Shares				Par Value				Capital				Deficit				Total
Stockholders’ Equity, December 31, 2010			5,429,000			$	5,429			$	265,563			$	(257,118	)		$	13,874
Shares Issued for Services			150,000				150				22,350								22,500
Net Income (Loss)															(102,936	)			(102,936	)
Stockholders’ Equity, December 31, 2011			5,579,000			$	5,579			$	287,913			$	(154,182	)		$	139,310
Net Income (Loss)															(67,096	)		$	(67,096	)
Stockholders’ Equity, March 31, 2012			5,579,000			$	5,579			$	287,913			$	(221,278	)		$	72,214

 

  

The Accompanying Notes are an Integral Part of these Consolidated Financial Statements.

 

 

 

 

 

 

SURFACE COATINGS, INC. Consolidated Statements of Cash Flows For the Three Months Ended March 31, 2012 and March 31, 2011 (Unaudited)

 

		Three Months Ended March 31, 2012				Three Months Ended March 31, 2011
CASH FLOWS FROM OPERATING ACTIVITIES
Net Income (Loss)		$	(67,096	)		$	29,431
Adjustments to reconcile net deficit to cash used by operating activities:
Depreciation			4,171				1,076
Bad Debt Expense			4,300				(14,611	)
Change in Assets and Liabilities:
(Increase)  in Accounts Receivable			(47,736	)			(19,371	)
Decrease in Inventory			2,200				6,679
(Increase) Decrease  in Other Assets			810				(181	)
Increase  in Accounts Payable			33,748				29,028
Increase  in Related Party Accounts Payable			12,972				0
(Decrease) in Other Liabilities			0				(30,574	)
(Decrease)  in Accrued Expenses			(1,740	)			(13,174	)
CASH FLOWS (USED IN)  OPERATING ACTIVITIES			(58,371	)			(11,697	)
CASH FLOWS FROM INVESTING ACTIVITIES
None			0				0
CASH FLOWS PROVIDED BY INVESTING ACTIVITIES			0				0
CASH FLOWS FROM FINANCING ACTIVITIES
Advances (Payments on) Line of Credit			1,513				(3,357	)
Payments on Capital Leases			(5,318	)			(834	)
Payments on Notes to Related Parties			(5,375	)			(3,418	)
CASH FLOWS (USED IN) FINANCING ACTIVITIES			(9,180	)			(7,609	)
NET INCREASE IN CASH			(67,551	)			(19,306	)
Cash, beginning of period			116,451				114,494
Cash, end of period		$	48,900			$	95,188
SUPPLEMENTAL CASH FLOW INFORMATION
Interest paid		$	2,658			$	860
Income taxes paid		$	0			$	0

 

 

The Accompanying Notes are an Integral Part of these Consolidated Financial Statements.

 

 

 

 

 

SURFACE COATINGS, INC. Notes to the Consolidated Financial Statements March 31, 2012 (Unaudited)

 

 

NOTE 1 – NATURE OF ACTIVITIES AND SIGNIFICANT ACCOUNTING POLICIES

 

Nature of Activities, History and Organization:

 

Surface Coatings, Inc. (“Surface Coatings”, the “Company”) is the parent company of Surface Armor, LLC, (“Surface Armor”) a company incorporated under the laws of the State of Texas on July 19, 2005.  The Company operates as a converter and distributor of temporary surface protection tapes, mainly to the construction industry and for the past five years has been developing its business. The Company is located in Texas and sells its product locally as a distributor and throughout the U.S. over the internet.

 

Surface Coatings is a private holding company established under the laws of Nevada on February 12, 2007, and was formed in order to acquire 100% of the outstanding membership interests of Surface Armor.  On February 15, 2007, Surface Coatings issued 5,000,000 shares of common stock in exchange for a 100% equity interest in Surface Armor.  As a result of the share exchange, Surface Armor became the wholly owned subsidiary of Surface Coatings.  As a result, the members of Surface Armor owned a majority of the voting stock of Surface Coatings.  The transaction was accounted for as a reverse merger whereby Surface Armor was considered to be the accounting acquirer as its members retained control of Surface Coatings after the exchange, although Surface Coatings is the legal parent company.  The share exchange was treated as a recapitalization of Surface Coatings.  As such, Surface Armor, (and its historical financial statements) is the continuing entity for financial reporting purposes. The financial statements have been prepared as if Surface Coatings had always been the reporting company and then on the share exchange date, had changed its name and reorganized its capital stock.  The share exchange transaction was effected to change the state of incorporation to allow the opportunity for a reduction of franchise taxes under the new Texas franchise tax calculations and to facilitate the initial public offering.  At the time of the exchange transaction, Surface Coatings had no assets or liabilities and Surface Armor had assets of approximately $57,000 with equity of approximately $19,500.

 

The capital structure of Surface Coatings is presented as a consolidated entity as if the transaction had been effected in 2005 to consistently reflect the number of shares outstanding. However, the capital structure as presented is different that the capital structure that appears in the historical statements of Surface Armor, LLC in earlier periods due to the recapitalization accounting.

 

During 2008, the Company filed a Form S-1 to register the sale of their common stock.  The registration was declared effective on October 14, 2008.  Since then the Company has filed a post-effective amendment reducing their minimum amount under the registration from $75,000 to $50,000 which was approved on September 30, 2009.  The offering closed in 2009 and as of December 31, 2009, the Company raised $214,500 by selling 429,000 shares at $.50 per share.

 

The Company operates on a calendar year-end.  Due to the nature of their operations, the Company operates in only one business segment.

 

 

 

 

 

 

Unaudited Interim Financial Statements:

 

The accompanying unaudited interim financial statements have been prepared in accordance with accounting principles generally accepted in the United States and applicable Securities and Exchange Commission (“SEC”) regulations for interim financial information. These financial statements are unaudited and, in the opinion of management, include all adjustments (consisting of normal recurring accruals) necessary to present fairly the balance sheets, statements of operations and statements of cash flows for the periods presented in accordance with accounting principles generally accepted in the United States. Certain information and footnote disclosures normally included in financial statements prepared in accordance with accounting principles generally accepted in the United States have been condensed or omitted pursuant to SEC rules and regulations. It is presumed that users of this interim financial information have read or have access to the audited financial statements and footnote disclosure for the preceding fiscal year contained in the on Form S-1/A that was effective on October 14, 2008.   Operating results for the interim periods presented are not necessarily indicative of the results that may be expected for the year ending December 31, 2012 and should be read in conjunction with the Company’s Form 10-K filing for 2011.

 

Significant Accounting Policies:

 

The Company’s management selects accounting principles generally accepted in the United States of America and adopts methods for their application.  The application of accounting principles requires the estimating, matching and timing of revenue and expense.

 

The financial statements and notes are representations of the Company’s management which is responsible for their integrity and objectivity. Management further acknowledges that it is solely responsible for adopting sound accounting practices, establishing and maintaining a system of internal accounting control and preventing and detecting fraud.  The Company's system of internal  accounting control is designed to assure, among other items, that  1) recorded  transactions  are valid;  2) valid  transactions  are recorded;  and  3) transactions  are  recorded in the proper  period in a timely  manner to produce financial  statements which present fairly the financial  condition,  results of operations  and cash  flows of the  Company  for the  respective  periods  being presented.

  

Basis of Presentation:

 

The Company prepares its financial statements on the accrual basis of accounting.  All intercompany balances and transactions are eliminated.  Investments in subsidiaries are reported using the equity method.

 

Cash and Cash Equivalents:

 

Cash and cash equivalents includes cash in banks with original maturities of three months or less and are stated at cost which approximates market value, which in the opinion of management, are subject to an insignificant risk of loss in value.

 

 

 

 

 

 

Fair Value of Financial Instruments:

 

In accordance with the reporting requirements of ASC 820, “Fair Value Measurements” the Company  calculates the fair value of its assets and  liabilities which qualify as financial  instruments  under this statement and includes this additional information in the notes to the financial statements  when the fair value is different  than the  carrying  value of those financial instruments.  

 

The carrying amounts of cash, cash equivalents, accounts receivable, accounts payable and notes payable approximate  their fair values due to the short-term maturities of these instruments.  The carrying amount of the Company’s marketable securities and capital leases approximate fair value due to the stated interest rates approximating market rates.

 

Accounts Receivable:

 

Accounts receivable are carried at their face amount, less an allowance for doubtful accounts.  On a periodic basis, the Company evaluates accounts receivable and establishes the allowance for doubtful accounts based on a combination of specific customer circumstances and credit conditions, based on a history of write offs and collections. The Company’s policy is generally not to charge interest on trade receivables after the invoice becomes past due.  A receivable is considered past due if payments have not been received within agreed upon invoice terms and a provision is made for all accounts greater than 60 days from invoice date.   Write-offs are recorded at a time when a customer receivable is deemed uncollectible.  The Company has a large number of customers in various industries and geographies and establishes reasonable credit lines to limit credit risk.

 

Inventory Valuation:

 

Inventory is comprised of goods purchased for resale; therefore the Company has no raw materials or work in process.  The Company uses the specific identification and FIFO (“First In, First Out”) methods for inventory tracking and valuation.    Inventory is stated at the lower of cost or market value.

 

Fixed Assets:

 

Fixed assets are stated at cost less accumulated depreciation. Major renewals and improvements are capitalized; minor replacements, maintenance and repairs are charged to current operations.  Depreciation is calculated on a straight-line basis over five to seven years.

 

Revenue Recognition:

 

The Company recognizes revenue from the sale of products in accordance with ASC 605-15 “Revenue Recognition” Revenue will be recognized only when all of the following criteria have been met:

 

	●	Persuasive evidence of an arrangement exists;
	●	Ownership and all risks of loss have been transferred to buyer, which is generally upon shipment;
	●	The price is fixed and determinable; and
	●	Collectability is reasonably assured

 

All inventory is shipped to customers FOB shipping point.  The risk of loss transfers to the customer at the time of shipment.  Currently all revenue is generated from the sale of products and no revenue is earned from services rendered.

 

 

 

 

 

 

The Company’s return policy allows customers to return products for up to 15 days after shipment.  Customer returns were $1,497 and $8,790 for the three months ended March 31, 2012 and 2011, respectively. In accordance with Statement of Financial Accounting Standards ("SFAS") No. 48, "Revenue Recognition when Right of Return Exists," revenue is recorded net of a reserve to estimate returns, markdowns, price concessions and warranty costs. Such reserve is based on management's evaluation of historical experience and company and industry trends.  As of March 31, 2012, the allowance for estimated returns was $1,400.

 

Revenue is recorded net of any sales taxes charged to customers.

 

Cost of Goods Sold:

 

The types of costs included in Cost of Goods Sold are:

 

	●	Direct material costs
	●	Purchasing, receiving and inspection
	●	Ingoing and outgoing freight

 

Advertising:

 

The Company incurred $19,393 and $9,343 in advertising costs for the three months ended March 31, 2012 and 2011, respectively.

 

Income Taxes:

 

The Company has adopted ASC 740-10 “Income Taxes”, which requires the use of the liability method in the computation of income tax expense and the current and deferred income taxes payable.   There are no provisions for current taxes due to net available operating losses.

 

Comprehensive Income:

 

ASC 220 “Comprehensive Income” establishes standards for reporting and display of comprehensive income and its components in a full set of general purpose financial statements.  For the quarters ended March 31, 2012 and 2011, the Company had no items of other comprehensive income. Therefore, the net profit equals comprehensive profit for the periods then ended.

 

Reclassification:

 

Certain prior year amounts have been reclassified in the consolidated balance sheets, consolidated statements of operations and consolidated statements of cash flows to conform to current period presentation.  These reclassifications were not material to the consolidated financial statements and had no effect on net earnings reported for any period.

 

Earnings per Share:

 

Earnings per share (basic) is calculated by dividing the net income (loss) by the weighted average number of common shares outstanding for the period covered.  As the Company has no potentially dilutive securities, fully diluted earnings per share is identical to earnings per share (basic).

 

 

 

 

 

 

 

Recently Issued Accounting Pronouncements:

 

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

 

Use of Estimates:

 

The preparation of financial statements in conformity with generally accepted accounting principles requires management to make estimates and assumptions that affect certain reported amounts and disclosures.  Accordingly, actual results could differ from those estimates.

 

 

NOTE 2 – FIXED ASSETS

 

Fixed Assets at March 31, 2012 and December 31, 2011 are as follows:

 

		March 31,				December 31,
		2012				2011
Property & Equipment		$	81,627			$	81,627
Telephone System			1,406				1,406
Less:  Accumulated Depreciation			(22,075	)			(17,904	)
Total Fixed Assets		$	60,958			$	65,129

 

 

The Company’s fixed assets are depreciated on a straight-line basis over the asset’s useful lives, ranging from five to seven years.   Depreciation expense was $4,147 and $1,076 for the three months ended March 31, 2012 and 2011.. 

 

At March 31, 2012, there was a $8,775 capital lease asset included in fixed assets with a remaining capitalized lease obligation of $282.  At March 31, 2012, capitalized interest associated with the lease was $285.

 

 

NOTE 3 – DUE TO RELATED PARTIES

 

The Company had $35,019 and $22,047 due to a minority shareholder as of March 31, 2012 and December 31, 2011, respectively.

 

 

 

 

 

 

NOTE 4 – NOTES PAYABLE TO RELATED PARTIES

 

Note Payable to Shareholder:

 

On May 31, 2011, an Affiliate of the Company’s President loaned the Company $20,000. This note bears interest at a rate of 6% and requires monthly payments of $607 for 36 months. The total amount owed at March 31, 2012 and December 31, 2011 was $6,366 and $8,077, respectively. At March 31, 2012 the $6,366 is all current.

 

Notes Payable to Related Parties:

 

As of December 31, 2008, the Company owed $74,596 under two note agreements with Trinity Heritage Construction, L.L.C (“Trinity”), a related party:

 

●

$54,596 was advanced from Trinity to fund operations (“Trinity Operations Note”).  This note had an interest rate of 10% and was due in full on March 1, 2010.

 

●

$20,000 was borrowed from Trinity in 2005 and 2006 as start-up capital (“Trinity Advance Note”).  This note had an interest of 10% and was due in full on March 1, 2010.

 

On July 31, 2009 the Company, one of its Vice Presidents and Directors, John Donahue and Trinity (of which Mr. Donahue is also an officer and shareholder), agreed to combine the Trinity Operations Note and the Trinity Advance Note into one note.  The new note is for a total of $73,000, ($63,594 of principal and $9,406 of accrued interest) at an interest rate of 6% per annum, payable over five years with monthly payments of $1,405.90 beginning on August 1, 2009 and ending on July 1, 2014.  At March 31, 2012 the balance on the note was $35,490 with $15,201 classified as short-term as it is due within one year.  The current portion as of December 31, 2011 was $14,415.

 

NOTE 5 – CAPITAL LEASE OBLIGATION

 

In June 2008, the Company entered into a capital lease agreement for the lease of equipment.  The lease requires monthly payments of $278 for four years.  At the end of the lease term, the Company is entitled to purchase the equipment for $1.  The total amount owed at March 31, 2012 and December 31, 2011 was $282 and $1,116 respectively, of which $282 is due during the next 12 months and is classified as a current liability. At March 31, 2012, capitalized interest associated with the lease was $285 and is included in fixed assets.

 

On May 9, 2011 the Company entered into a capital lease agreement with an affiliate of the President for machinery. The equipment was delivered in October, 2011 and payments commenced on October 7, 2011. The capital lease is for $63,300 payable over 36 months at 14% interest, with monthly payments of principal and interest of $2,160. The Company has the option to buy the equipment for $1 at the end of the lease. The total amount owed at March 31, 2012 and December 31, 2011, was $54,484 and $58,968, respectively. At March 31, 2012 $19,568 is due during the next 12 months and is classified as a current liability.

 

 

NOTE 6 – LINE OF CREDIT

 

The Company has a line of credit (“LOC”) with Bank of America.  The LOC has a $36,000 credit limit, and bears an interest rate of 7.24% per annum.  The Company is required to make monthly payments equal to 1% of the outstanding balance plus the interest expense for the previous month.    As of March 31, 2012 and December 31, 2011, the amounts outstanding under this line of credit were $8,491 and $6,978, respectively.

 

 

 

 

 

 

 

NOTE 7 – EQUITY

 

The Company is authorized to issue 20,000,000 preferred shares at a par value of $.001 per share.  There were no preferred shares outstanding as of March 31, 2012 and December 31, 2011.

 

The Company is authorized to issue 50,000,000 common shares at a par value of $.001 per share.  These shares have full voting rights.  There were 5,579,000 and 5,579,000 shares issued and outstanding as of March 31, 2012 and December 31, 2011, respectively.

 

The Company does not have any stock option plans or stock warrants.

 

 

NOTE 8 – COMMITMENTS AND CONTINGENCIES

 

The Company leases a 7,500 square foot office and warehouse facility in Rockwall, Texas.  The Company signed a five year lease in November 2009 at a rate of $2,250 per month.    The Company has no other lease obligations.    The Company’s future lease obligations are as follows:

 

		Future Obligation
2012			20,250
2013			27,000
2014			24,750
Total		$	72,000

 

 

NOTE 9 – INCOME TAXES

 

The Company has adopted ASC 740-10 “Income Taxes” (which requires the use of the liability method in the computation of income tax expense and the current and deferred income taxes payable (deferred tax liability) or benefit (deferred tax asset).   Valuation allowances are established when necessary to reduce deferred tax assets to the amount expected to be realized.

 

The cumulative tax effect at the expected tax rate of 25% of significant items comprising the Company’s net deferred tax amounts as of March 31, 2012 and December 31, 2011 are as follows:

 

Deferred tax asset related to:

 

		March 31,				December 31,
		2012				2011
Prior Year		$	59,696				85,430
Tax Benefit for Current Period			16,774				0
Utilization of NOL			0				(25,734	)
Net Operating Loss Carryforward		$	76,470			$	59,696
Less: Valuation Allowance			(76,470	)			(59,696	)
Net Deferred Tax Asset		$	0			$	0

 

 

The cumulative net operating loss carry-forward is approximately $221,000 at March 31, 2012 and $154,000 at December 31, 2011, and will expire in the years 2026 through 2032.    The realization of deferred tax benefits is contingent upon future earnings, therefore, the net deferred tax asset has been fully reserved.

 

 

 

 

NOTE 10 – FINANCIAL CONDITION AND GOING CONCERN

 

The Company has an accumulated deficit through March 31, 2012 totaling $221,278 and had working capital of $66,260.  Because of this accumulated deficit, the Company will require additional working capital to develop its business operations.

 

The Company has experienced no loan defaults, labor stoppages, legal proceedings or any other operating interruption in 2012.  Therefore, these items will not factor into whether the business continues as a going concern, and accordingly, Management has not made any plans to dispose of assets or factor receivables to assist in generating working capital.

 

The Company intends to raise additional working capital either through private placements, public offerings and/or bank financing, or additional loans from Management if there is need for liquidity.   Management may also consider reducing administrative costs and suspending all bonus and incentive programs.  There are no assurances that the Company will be able to either (1) achieve a level of revenues adequate to generate sufficient cash flow from operations; or (2) obtain additional financing through either private placement, public offerings and/or bank financing necessary to support the Company’s working capital requirements.  To the extent that funds generated from private placements, public offerings and/or bank financing are insufficient, the Company will have to raise additional working capital.   No assurance can be given that additional financing will be available, or if available, will be on terms acceptable to the Company.  If adequate working capital is not generated from operations, financing is not available, or the Management cannot loan sufficient funds, the Company may not be able to continue its operations.

 

Management believes that the efforts it has made to promote its operation will continue for the foreseeable future.  These conditions raise substantial doubt about the Company’s ability to continue as a going concern.  The financial statements do not include any adjustments relating to the recoverability and classification of asset carrying amounts or the amount and classification of liabilities that might be necessary should the Company be unable to continue as a going concern.

  

 

NOTE 11 – RECENT ACCOUNTING PRONOUNCEMENTS

 

Management believes that they will have no material impact on the financial statements of the Company.

 

  

NOTE 12 – SUBSEQUENT EVENTS

 

In conjunction with the preparation of these financial statements, an evaluation of subsequent events was performed through May 14, 2012, which is the date the financial statements were issued. No reportable events were noted.

 

  

Item 2.  MANAGEMENT’S DISCUSSION AND ANALYSIS

 

This report contains forward looking statements within the meaning of Section 27A of the Securities Act of 1933, as amended and Section 21E of the Securities Exchange Act of 1934, as amended. The Company’s actual results could differ materially from those set forth on the forward looking statements as a result of the risks set forth in the Company’s filings with the Securities and Exchange Commission, general economic conditions, and changes in the assumptions used in making such forward looking statements.

 

General

 

Surface Armor, LLC was formed in 2005 and our stated goal is to serve the ever-expanding market of protecting expensive finishes and all types of surfaces from damage during manufacturing processes, shipping, handling and installation.   In February 2007 Surface Coatings, Inc. was created with the express purpose to acquire Surface Armor, LLC.  The shareholders are the same as Surface Armor, LLC and therefore there was no cash consideration in the transaction.  Consequently the Surface Armor, LLC operations became Surface Coatings, Inc.

 

The company offers the most progressive and complete solutions to our customers’ temporary surface protection needs.  Our business model is set-up to serve The Americas from our facility in Rockwall, Texas where we inventory and convert all our materials and products.  Our warehouse is climate controlled ensuring consistent quality in the Texas heat in the summer and the freeze/thaw weather pattern in the winter.

 

In 2008, we filed a registration statement with the U.S. Securities & Exchange Commission in order to raise funds to expand our business and execute our business plan. The filing became effective in October 2008 which gave us the opportunity to sell up to 1,000,000 shares of common stock at $0.50 per share. On June 29, 2009 the Company’s post-effective amendment, to the registration statement became effective lowering the minimum required shares sold to 100,000 or $50,000.  As of December 31, 2009, the Company raised $214,500 by selling 429,000 shares at $.50 per share.

 

The first three months of 2012 have been strong as the economy continues to rebound. Sales have been strong through the first quarter and we expect this trend to continue throughout the summer as the weather improves. A strong advertising campaign last year has generated many leads. We are confident in the current business environment and expect volume to continue increasing.

  

RESULTS FOR THE QUARTER ENDED March 31, 2012

 

Our first quarter ended on March 31, 2012.  Any reference to the end of the fiscal quarter refers to the end of the first quarter for the period discussed herein.

 

REVENUE.  Revenue for the three months ended March 31, 2012, was $322,770 compared to $393,005 for the period ended March 31, 2011.  The decrease of $70,235 was due to an effort to decrease our costs and streamline our services from order to shipment, which resulted in less advertising and ultimately less revenue.

 

GROSS PROFIT.  Gross profit for the three months ended March 31, 2012 was $141,419 compared to $134,274 for the three month period ended March 31, 2011.  Margins increased in the quarter ended March 31, 2012 versus the same period in 2011 from 34.2% to 43.8%. This increase of is a result of improving our system to minimize the costs of goods sold.

 

OPERATING EXPENSES. Total operating expenses, for the three months ended March 31, 2012, were $205,857 compared to expenses for the period ended March 31, 2011 of $104,043.  The increase in cost in the three month period ended March 31, 2012 of about about 90% is due to increased payroll, advertising, rent and merchant fees; these increases were partially off-set by a decrease in travel and professional fees.  

 

NET INCOME (LOSS). Our net loss for the three months ended March 31, 2012 was $(67,096) compared to net income for the period ended March 31, 2011 of $29,431.   The decrease is due to hiring new administrative personnel. The construction supply business was extremely laggard in Q1 of 2012.

 

LIQUIDITY AND CAPITAL RESOURCES. Surface Coatings filed on Form S-1, a registration statement with the U.S. Securities & Exchange Commission in order to raise funds to develop their business. The registration statement became effective in October 14, 2008, and the post-effective amendment became effective on June 29, 2009.  The offering was closed in 2009 and through  December 31, 2009, the Company raised $214,500 by selling 429,000 shares at $.50 per share.

 

  

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

 

Short Term Liquidity:

The company relies on funding operations through operating cash flows.  When this is not plausible the Company looks to shareholder advances, and if necessary, related party advances. Net Cash from Operating Activities for the three months ended March 31, 2012 was negative $58,371.

 

Long Term Liquidity:

The long term liquidity needs of the Company are projected to be met primarily through the Net Cash from Operating Activities. If there is a need the Company will seek additional working capital either through private placements, public offerings and/or bank financing, or additional loans from Management if there is need for liquidity.

 

 

Capital Resources

 

In June 2008, the Company entered into a capital lease agreement that has a term of four years, ending May 2012.  The general purpose of the loan agreement was to purchase a cutting machine that the company uses in daily operations.  As of March 31, 2012 the Company owes $282.

 

With the limited operating history of our Company and the strong growth recorded in 2008 and the recession in 2009 we have not been able to track true seasonal trends.  We expect our business to trend with the construction market which typically sees improvements in the second and third quarters as the weather improves.

 

 We do not expect any significant change to our debt structure and do not anticipate entering into any off-balance sheet arrangements.

 

Material Changes in Financial Condition

 

WORKING CAPITAL: Working Capital decreased from December 31, 2011 to March 31, 2012 by about $111,000, to approximately $66,500. This change is mainly due to a decrease in cash ($67,300). There were other items that changed but net out to have no impact.

 

STOCKHOLDER’S EQUITY: Stockholder’s Equity decreased by approximately $67,096, as a result of the loss for the period.

 

Employees

 

At March 31, 2012, the Company had six employees.

 

 

Item 3: Quantitative and Qualitative Disclosures About Market Risk

 

Not applicable.

 

 

 

 

 

Item 4. Controls and Procedures

 

Evaluation of Disclosure Controls and Procedures

 

We carried out an evaluation of the effectiveness of the design and operation of our disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) as of March 31, 2012.  This evaluation was accomplished under the supervision and with the participation of our chief executive officer / principal executive officer, and chief financial officer / principal financial officer who concluded that our disclosure controls and procedures are not effective to ensure that all material information required to be filed in the quarterly Form 10-Q has been made known to them.

 

For purposes of this section, the term disclosure controls and procedures means controls and other procedures of an issuer that are designed to ensure that information required to be disclosed by the issuer in the reports that it files or submits under the Act (15 U.S.C. 78a et seg.) is recorded, processed, summarized and reported, within the time periods specified in the Commission’s rules and forms.  Disclosure, controls and procedures include, without limitation, controls and procedures designed to ensure that information required to be disclosed by in our reports filed under the Securities Exchange Act of 1934, as amended (the "Act") is accumulated and communicated to the issuer's management, including its principal executive and principal financial officers, or persons performing similar functions, as appropriate to allow timely decisions regarding required disclosure.

 

Based upon an evaluation conducted for the period ended March 31, 2012, our Chief Executive and Chief Financial Officer as of March 31, 2012 and as of the date of this Report, has concluded that as of the end of the periods covered by this report, we have identified the following material weakness of our internal controls:

 

●

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

 

●

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

 

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

 

 

Changes in Internal Controls over Financial Reporting

 

We have not yet made any changes in our internal controls over financial reporting that occurred during the period covered by this report on Form 10-Q that has materially affected, or is reasonably likely to materially affect, our internal control over financial reporting.

 

 

 

 

 

 

 

PART II

 

Items No. 1, 2, 3, 4, 5 - Not Applicable.

 

 

Item No. 6 - Exhibits and Reports on Form 8-K

 

(a)     A Form 8-K was filed on April 1, 2011 announcing the appointment of Jeannie Pietrykowski as Vice-President and Treasurer.

 

(b)   Exhibits

 

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

 

 

 

 

 

SIGNATURES

 

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

 

Surface Coatings, Inc.

 

By /s/  Rick Pietrykowski

 

Rick Pietrykowski, President, CFO

 

Date: May 21, 2012