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 June 30, 2014

 

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.)

 

1541 E. I30, Suite 140, Rockwall, Texas 75087

(Address of principal executive offices)

 

  (214) 212-2307

(Issuer's telephone number)

 

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:

 

 

	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 [ X ]   No [ ].

 

Indicate by check mark whether the registrant has submitted electronically and posted on its website, if any, every Interactive File required to be submitted and posted pursuant to Rule 405 of Regulation S-T (SS325.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files),  Yes [   ]   No [X ]

  

As of August 14, 2014, there were 3,939,000 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	10

 

	PART II OTHER INFORMATION
Item 1.	Legal Proceedings	12
Item 2.	Changes in Securities	12
Item 3.	Default upon Senior Securities	12
Item 4.	Submission of Matters to a Vote of Security Holders	12
Item 5.	Other Information	12
Item 6.	Exhibits and Reports on Form 8-K	12

 

 

 

 

 

 

 

 

 

SURFACE COATINGS, INC.  Consolidated Balance Sheets  As of June 30, 2014 and December 31, 2013

 

		As of June 30, 2014 (Unaudited)				As of December 31, 2013 (Audited)
Assets
Current Assets
Cash and Cash Equivalents		$	0			$	0
Total Assets		$	0			$	0
Liabilities and Stockholders’ Equity
Current Liabilities
Accounts Payable		$	6,395			$	19,258
Due to Related Parties			90,356				65,186
Total Current Liabilities			96,751				84,444
Total Liabilities			96,751				84,444
Stockholders’ Equity:
Preferred stock, $.001 par value, 20,000,000 shares   authorized, -0- shares issued and outstanding			—				—
Common stock, $.001 par value, 50,000,000 shares   authorized, 3,939,000 and 3,939,000  shares issued   and outstanding,  respectively			3,939				3,939
Additional Paid In Capital			237,204				237,204
Accumulated Deficit			(337,894	)			(325,587	)
Total Stockholders’ Equity			(96,751	)			(84,444	)
Total Liabilities and Stockholders’ Equity		$	0			$	0

 

 

 

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

 

 

 

 

SURFACE COATINGS, INC. Consolidated Statements of Operations For the Three and Six Months Ended June 30, 2014 and 2013 (Unaudited)

 

 

		Three months ended								Six Months Ended
		June 30, 2014				June 30, 2013				June 30, 2014				June 30, 2013
Revenue		$	—			$	—			$	—			$	—
Cost of Sales			—				—				—				—
Gross Profit			—				—				—				—
Operating Expenses:
General and Administrative			6,395				14,045				12,307				20,340
Total Operating Expenses			6,395				14,045				12,307				20,340
Net Income (Loss)		$	(6,395	)		$	14,045			$	(12,307	)		$	(20,340	)
Basic and Diluted Earnings (Loss) per share from Continuing Operations		$	0.00			$	0.00			$	0.00			$	(0.01	)
Basic and Diluted Earnings (Loss) per share from Discontinued Operations		$	0.00			$	0.00			$	0.00			$	(0.01	)
Basic and Diluted Earnings (Loss) per share		$	0.00			$	0.00			$	0.00			$	(0.01	)
Weighted Average Shares Outstanding:
Basic and Diluted			3,939,000				3,789,000				3,939,000				3,789,000

 

 

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

 

 

 

 

 

SURFACE COATINGS, INC. Consolidated Statement of Stockholders' Equity For the Six Months Ended June 30, 2014 (Unaudited) and the Year Ended December 31, 2013 (Audited)

 

 

			Common Stock								Additional
			Shares				Par Value				Paid-in Capital				Accumulated Deficit				Totals
Stockholders’ Equity, December 31, 2012			3,789,000			$	3,789			$	192,354				(243,631	)			(47,488	)
Shares Issued for Services			150,000				150				44,850								45,000
Net Loss															(81,956	)			(81,956	)
Stockholders’ Equity, December 31, 2013			3,939,000			$	3,939			$	237,204				(325,587	)		$	(84,444	)
Net Loss															(12,307	)			(12,307	)
Stockholders’ Equity, June 30, 2014			3,939,000			$	3,939			$	237,204				(337,894	)		$	(96,751	)

 

 

 

 

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

 

 

 

 

 

 

SURFACE COATINGS, INC. Consolidated Statements of Cash Flows For the Six Months Ended June 30, 2014 and 2013 (Unaudited)

 

		Six Months Ended June 30, 2014				Six Months Ended June 30, 2013
CASH FLOWS FROM OPERATING ACTIVITIES
Net Income (Loss)		$	(12,307	)		$	(20,340	)
Adjustments to reconcile net deficit to cash used by operating activities:
Increase (Decrease) in Accounts Payable			(12,863	)			9,000
Increase  (Decrease) in Related Party Accounts Payable			25,170				11,250
CASH FLOWS PROVIDED BY (USED IN)  OPERATING ACTIVITIES			—				(90	)
CASH FLOWS FROM INVESTING ACTIVITIES			—				—
CASH FLOWS PROVIDED BY INVESTING ACTIVITIES			—				—
CASH FLOWS FROM FINANCING ACTIVITIES			—				—
CASH FLOWS PROVIDED BY (USED IN) FINANCING ACTIVITIES			—				—
NET INCREASE (DECREASE) IN CASH			—				(90	)
Cash, beginning of period			—				300
Cash, end of period		$	—			$	210
SUPPLEMENTAL CASH FLOW INFORMATION
Interest paid		$	—			$	—
Income taxes paid		$	—			$	—

 

 

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

 

 

 

 

 

SURFACE COATINGS, INC. Notes to the Consolidated Financial Statements June 30, 2014 (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 on a calendar year-end. The Company is currently evaluating business options which may include, but not be limited to, pursuing an asset acquisition, merger, exchange of capital stock or other business combination with a domestic or foreign business.

 

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 Form 10-K filed on April 15, 2014. Operating results for the interim periods presented are not necessarily indicative of the results that may be expected for the year ended December 31, 2014 and should be read in conjunction with the Company’s Form 10-K filing for 2013.

 

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.

 

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.

 

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.

 

Emerging Growth Company Critical Accounting Policy Disclosure

 

The Company qualifies as an “emerging growth company” under the 2013 JOBS Act. Section 107 of the JOBS Act provides that an emerging growth company can take advantage of the extended transition period provided in Section 7(a)(2)(B) of the Securities Act for complying with new or revised accounting standards. As an emerging growth company, the Company can delay the adoption of certain accounting standards until those standards would otherwise apply to private companies. The Company may elect to take advantage of the benefits of this extended transition period in the future.    

 

 

 

NOTE 2 – DUE TO RELATED PARTIES

 

The Company had $90,356 and $65,186 due to a minority shareholder and affiliate of the President, related to funding of operating expenses, as of June 30, 2014 and December 31, 2013, respectively.

 

 

NOTE 3 – 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 June 30, 2014 and December 31, 2013.

 

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 3,939,000 and 3,939,000 shares issued and outstanding as of June 30, 2014 and December 31, 2013, respectively.

 

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

 

 

NOTE 4 – 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 assets).   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 June 30, 2014 and December 31, 2013 are as follows:

 

Deferred tax asset related to:

 

		June 30,				December 31,
		2014				2013
Prior Year		$	102,547				82,058
Tax Benefit for Current Period			3,077				20,489
Utilization of NOL			0				0
Net Operating Loss Carry-forward		$	105,624			$	102,547
Less: Valuation Allowance			(105,624	)			(102,547	)
Net Deferred Tax Asset		$	0			$	0

 

 

The cumulative net operating loss carry-forward is $337,894 at June 30, 2014 and $325,587 at December 31, 2013, 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 5 – FINANCIAL CONDITION AND GOING CONCERN

 

The Company has an accumulated deficit through June 30, 2014 totaling $337,894 and had negative working capital of $96,751. Surface Coatings’ consolidated financial statements have been presented on the basis that it is a going concern, which contemplates the realization of assets and the satisfaction of liabilities in the normal course of business. Surface Coatings has suffered losses since inception and has no operations to generate revenue or cash flows. These conditions raise substantial doubt as to Surface Coatings’ ability to continue as a going concern.

 

The Company will rely on shareholder advances or will seek alternate capital funding to fund the Company’s activities while the Company takes steps to locate and negotiate with a business entity through acquisition, or merger with, an existing company; however, there can be no assurance these activities will be successful.

 

 

NOTE 6 – SUBSEQUENT EVENTS

 

In conjunction with the preparation of these financial statements, an evaluation of subsequent events was performed through August 14, 2014, 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

 

The Company has no operations and is currently evaluating business options which may include, but not be limited to, pursuing an asset acquisition, merger, exchange of capital stock or other business combination with a domestic or foreign business.

 

 

RESULTS FOR THE QUARTER ENDED JUNE 30, 2014

 

Our second quarter ended on June 30, 2014.  Any reference to the end of the fiscal quarter refers to the end of the second quarter for the period discussed herein.

 

REVENUE.  There was no revenue from continuing operations for the six months ended June 30, 2014 and 2013.

 

OPERATING EXPENSES. Total operating expenses for the three months ended June 30, 2014 and 2013 were $6,395 and $14,045, respectively. Operating expenses for the six months ended June 30, 2014 and 2013 were $12,307 and $20,340, respectively. The expenses relate to audit fees, management and other service fees. There was no depreciation expense incurred.

 

NET INCOME (LOSS). The net income (loss) for the three months ended June 30, 2014 and 2013 was a loss of $6,395 and $14,045, respectively. Net income (loss) for the six months ended June 30, 2014 and 2013 was a loss of $12,307 and $20,340, respectively.

 

LIQUIDITY AND CAPITAL RESOURCES. Our cash balance was zero at June 30, 2014. As discussed in Note 5 to the financial statements, the Company has recurring losses and an accumulated deficit. We now have minimal cash flow requirements as we have to cover the costs of public company requirements, while we search for a suitable acquisition candidate.

 

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 currently relies on short-term financing of working capital from shareholder advances, when necessary, to fund operations.

 

Long Term Liquidity:

The company has no long term liquidity plans as it is searching for a suitable acquisition partner.

 

Capital Resources

 

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, 2013 to June 30, 2014 by about $12,300, to approximately negative $96,751. This reduction is due to the net loss discussed above.

 

STOCKHOLDER’S EQUITY: Stockholder’s Equity decreased by $12,307, as a result of the loss for the period.

 

Employees

 

At June 30, 2014, the Company had one employee, unpaid.

 

Management Advisors

 

Yorkdale Capital, LLC advises and assists the President with many aspects related to the regulatory filings including assistance with the consolidation of financial statements for audit. Yorkdale Capital, LLC or its principals are shareholders and are owed $90,356 and $65,186 as June 30, 2014 and December 31, 2013, respectively, for operating expenses.

 

 

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 June 30, 2014. 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 June 30, 2014, our Chief Executive and Chief Financial Officer as of June 30, 2014 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, 1A, 2, 3, 4, 5 - Not Applicable.

 

 

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

 

(a)

No Form 8-K was filed during the three months ended June 30, 2014:

 

(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/ Charles Smith

 

President, Chief Executive Officer and Chief Financial Officer

 

Date: August 14, 2014