S-8

As filed with the Securities and Exchange Commission on November 10, 2008

File No. 333-

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM S-8

REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933

XIOM Corp.

(Exact name of registrant as specified in its charter)

Delaware	11-3460949
(State of Incorporation)	(I.R.S. Employer Identification No.)
78 Lamar Street, West Babylon, New York	11704
(Address of Principal Executive Offices)	(Zip Code)

XIOM Corp. 2008 Employee and Consultant Stock Plan

(Full title of the plan)

Andrew B. Mazzone, President

78 Lamar Street

West Babylon, New York 11704

(Name and address of agent for service)

(631) 643-4400

(Telephone number, including area code, of agent for service)

Copies to:

David E. Wise, Esq.

8794 Rolling Acres Trail

Fair Oaks Ranch, Texas 78015

(830) 981-8165

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer or a smaller reporting company.

Large accelerated filer o	Accelerated filer o
Non-accelerated filer   o	Smaller reporting company x

CALCULATION OF REGISTRATION FEE

Title of each class of securities to be registered	Amount to be registered		Proposed maximum offering price per share (1)		Proposed maximum aggregate offering price		Amount of registration fee
Common Stock, $0.0001 par value		2,375,000 Shares	$	.31	$	736,250	$	28.86
Total		2,375,000 Shares	$	.31	$	736,250	$	28.86

(1) Pursuant to Rule 457 (c) and (h) of the Securities Act of 1933, as amended, the registration fee is calculated on the basis of the average of the closing bid and ask prices for the Common Stock as reported on the Over-The-Counter Bulletin Board at the close of trading on November 7, 2008 of $.31.

PART I

INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS

EXPLANATORY NOTE

This Registration Statement is being filed in accordance with the requirements of Form S-8 in order to register 2,375,000 shares of the Company’s Common Stock issuable under the 2008 Employee and Consultant Stock Plan (“Plan”).

Item 1. Plan Information.*

Item 2. Registrant Information and Employee Plan Annual Information.*

*The documents containing the information specified in Part I of this Registration Statement will be sent or given to participants in the Plan as specified under Rule 428(b) (1) of the Securities Act of 1933, as amended (“Securities Act”). Such documents are not required to be and are not filed with the Securities and Exchange Commission (“Commission”) either as part of this Registration Statement or as prospectuses or prospectus supplements pursuant to Rule 424. These documents and the documents incorporated by reference in this Registration Statement pursuant to Item 3 of Part II of this Registration Statement, taken together, constitute a prospectus that meets the requirements of Section 10(a) of the Securities Act.

We will provide to each recipient a written statement advising it of the availability of documents incorporated by reference in Item 3 of Part II of this Registration Statement and of documents required to be delivered pursuant to rule 428(b) under the Securities Act without charge and upon written or oral notice by contacting:

Andrew Mazzone, President

78 Lamar Street

West Babylon, New York 11704

(631) 643-4400

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PART II.

INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

Item 3. Incorporation of Documents by Reference

The following documents filed by XIOM Corp. (“Company”) with the Commission under the Securities Exchange Act of 1934, as amended (“Exchange Act”) are hereby incorporated by reference in this Registration Statement:

1. The Registrant’s Form 10-KSB/A-1 for the year ended September 30, 2007, filed on November 6, 2008.

2. The Registrant’s Form 10-QSB/A-2 for the quarter ended December 31, 2007, filed on November 6, 2008.

3. The Registrant’s Form 10-QSB/A-1 for the quarter ended March 31, 2008, filed on November 7, 2008.

4. The Registrant’s Form 10-QSB/A-1 for the quarter ended June 30, 2008, filed on November 7, 2008.

5. The Registrant’s Definitive Schedule 14C filed on October 1, 2007.

6. The Registrant’s Current Report on Form 8-K filed on November 2, 2007.

7. The Registrant’s Form 8-K/A filed on February 4, 2008 (amending the Form 8-K previously filed on November 2, 2007).

In addition, all documents subsequently filed by the Registrant pursuant to Sections 13(a), 13(c), 14 and 15(d) of the Exchange Act, prior to the filing of a post-effective amendment which indicates that all securities offered have been sold or which deregisters all securities then remaining unsold, shall be deemed to be incorporated by reference into this registration statement and to be a part hereof from the date of filing of such documents.

Item 4. Description of Securities.

The authorized capital stock consists of 50,000,000 shares of common stock, par value $.0001 per share (“Common Stock”).

Common Stock

Our authorized capital stock consists of 50,000,000 shares of common stock, par value $.0001 per share. Each share of Common Stock entitles its holder to one non-cumulative vote per share and, the holders of more than fifty percent (50%) of the shares voting for the election of directors can elect all the directors if they choose to do so, and in such event the holders of the remaining shares will not be able to elect a single director. Holders of shares of Common Stock are entitled to receive such dividends, as the board of directors may, from time to time, declare out of Company funds legally available for the payment of dividends. Upon any liquidation, dissolution or winding up of the Company, holders of shares of Common Stock are entitled to receive pro rata all of the assets of the Company available for distribution to stockholders.

Stockholders do not have any pre-emptive rights to subscribe for or purchase any stock, warrants or other securities of the Company. The Common Stock is not convertible or redeemable. Neither the Company's Certificate of Incorporation nor its By-Laws provide for pre-emptive rights.

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Item 5. Interests of Named Experts and Counsel.

David E. Wise, Attorney at Law, has given an opinion on the validity of the securities being registered hereunder. Mr. Wise is eligible to receive shares of the Company’s common stock pursuant to this Form S-8 Registration Statement, but not on a contingency basis.

Item 6. Indemnification of Directors and Officers.

The Certificate of Incorporation of the Company provides indemnification to the fullest extent permitted by Delaware law for any person whom the Company may indemnify thereunder, including directors, officers, employees and agents of the Company. In addition, the Certificate of Incorporation, as permitted under the Delaware General Corporation Law, eliminates the personal liability of the directors to the Company or any of its stockholders for damages for breaches of their fiduciary duty as directors. As a result of the inclusion of such provision, stockholders may be unable to recover damages against directors for actions taken by directors which constitute negligence or gross negligence or that are in violation of their fiduciary duties. The inclusion of this provision in the Company's Certificate of Incorporation may reduce the likelihood of derivative litigation against directors and other types of stockholder litigation, even though such action, if successful, might otherwise benefit the Company and its stockholders

The Company's Certificate of Incorporation provides that no director of the Company shall be personally liable to the Company or its stockholders for monetary damages for breach of fiduciary duty as a director except as limited by Delaware law. The Company's Bylaws provide that the Company shall indemnify to the full extent authorized by law each of its directors and officers against expenses incurred in connection with any proceeding arising by reason of the fact that such person is or was an agent of the Corporation.

Insofar as indemnification for liabilities arising under the Securities Act may be permitted to directors, officers and controlling persons of the Company, we have been advised that in the opinion of the Securities and Exchange Commission, such indemnification is against public policy and is, therefore, unenforceable. See paragraph C. of Item 9 below.

Item 7. Exemption from Registration Claimed.

Not Applicable.

Item 8. Exhibits.

4.1	Xiom Corp. 2008 Employee and Consultant Stock Plan
5.1	Opinion of David E. Wise, Esq.
10.1	Consulting Agreement between Xiom Corp. and Michael Xirinachs dated October 8, 2008
10.2	Consulting Agreement between Xiom Corp. and James W. Zimbler dated October 8, 2008
10.3	Consulting Agreement between Xiom Corp. and Michael S. Krome dated October 8, 2008
23.1	Consent of N. Blumenfrucht, CPA, P.C., Independent Auditor
23.2	Consent of Michael T. Studer, CPA, P.C., Independent Auditor
23.3	Consent of David E. Wise, Esq. (included in Exhibit 5.1).

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Item 9. Undertakings.

A. The undersigned registrant hereby undertakes:(1) to file, during any period in which offers or sales are being made, a post-effective amendment to this Registration Statement:(i) to include any prospectus required by Section 10(a)(3) of the 1933 Act; (ii) to reflect in the prospectus any facts or events arising after the effective date of the Registration Statement(or the most recent post-effective amendment thereof) which, individually or in the aggregate, represent a fundamental change in the information set forth in the Registration Statement; and(iii) to include any material information with respect to the plan of distribution not previously disclosed in this Registration Statement or any material change to such information in the Registration Statement; provided, however, that clauses (1)(i) and (1)(ii) do not apply if the information required to be included in a post-effective amendment by those paragraphs is contained in periodic reports filed with or furnished to the SEC by the Company pursuant to Section 13 or Section 15(d) of the 1934 Act that are incorporated by reference to this Registration Statement; (2) that, for the purpose of determining any liability under the 1933 Act, each such post-effective amendment shall be deemed to be a new registration statement relating to the securities offered therein and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof; and (3) to remove from registration by means of a post-effective amendment any of the securities being registered which remain unsold at the termination of the offering.

B. The undersigned Company hereby undertakes that for purposes of determining any liability under the 1933 Act, each filing of the Company's annual report pursuant to Section 13(a) or Section 15(d) of the 1934 Act (and, where applicable, each filing of an employee benefit plan's annual report pursuant to Section 15(d) of the Exchange Act) that is incorporated by reference in the Registration Statement shall be deemed to be a new registration statement relating to the securities offered therein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof.

C. Insofar as indemnification for liabilities arising under the 1933 Act, as amended, may be permitted to directors, officers or controlling persons of the Company pursuant to the foregoing provisions or otherwise, the Company has been advised that, in the opinion of the Securities and Exchange Commission, such indemnification is against public policy as expressed in the 1933 Act and is, therefore, unenforceable. In the event that a claim for indemnification against such liabilities (other than the payment by the Company of expenses incurred or paid by a director, officer or controlling person of the Company in the successful defense of any action, suit or proceeding) is asserted by such director, officer or controlling person in connection with the securities being registered, the Company will, unless in the opinion of its counsel the matter has been settled by controlling precedent, submit to a court of appropriate jurisdiction the question of whether such indemnification by it is against public policy as expressed in the 1933 Act and will be governed by the final adjudication of such issue.

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SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, the Registrant certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S-8 and has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the Town of West Babylon, State of New York on the date written below.

Xiom Corp.
/s/ Andrew B. Mazzone
By:	Andrew B. Mazzone
	President and Principal Accounting/Financial Officer and Director

POWER OF ATTORNEY

The undersigned directors and officers of Xiom Corp., hereby constitute and appoint Andrew Mazzone and Thomas Gardega, each of them, with full power to act without the other and with full power of substitution and re-substitution, our true and lawful attorneys-in-fact with full power to execute in our name and behalf in the capacities indicated below any and all amendments (including post-effective amendments and amendments thereto) to this registration statement under the Securities Act of 1933 and to file the same, with all exhibits thereto and other documents in connection therewith, with the Securities and Exchange Commission and hereby ratify and confirm each and every act and thing that such attorneys-in-fact, or any them, or their substitutes, shall lawfully do or cause to be done by virtue thereof.

Pursuant to the requirements of the Securities Act of 1933, this registration statement has been signed by the following persons in the capacities and on the dates indicated.

Signature	Title	Date
/s/ Andrew B. Mazzone	President, Principal	November 10, 2008
Andrew B. Mazzone	Accounting/Financial Officer and Director
/s/ Thomas Gardega	Executive Vice President	November 10, 2008
Thomas Gardega	Director

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EXHIBIT INDEX

EXHIBIT	DESCRIPTION
4.1	XIOM Corp. 2008 Employee and Consultant Stock Plan
5.1	Opinion of David E. Wise, Esq.
10.1	Consulting Agreement between Xiom Corp. and Michael Xirinachs dated October 8, 2008
10.2	Consulting Agreement between Xiom Corp. and James W. Zimbler dated October 8, 2008
10.3	Consulting Agreement between Xiom Corp. and Michael S. Krome dated October 8, 2008
23.1	Consent of N. Blumenfrucht, CPA, P.C., Independent Auditor
23.2	Consent of Michael T. Studer, CPA, P.C., Independent Auditor
23.3	Consent of David E. Wise, Esq. (included in Exhibit 5.1).

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EX-4.1

EXHIBIT 4.1

XIOM Corp.

2008 Employee and Consultant Stock Plan

1.Purpose. The purpose of this 2008 Employee and Consultant Stock Plan (“Plan”) is to provide compensation in the form of common stock (“Common Stock”) of XIOM Corp.(“Corporation”) to employees and “eligible consultants” (as defined in Section 3 hereof) who have previously rendered services to the Corporation or who will render services to the Corporation in the future.

2.Administration. (a) This Plan shall be administered by the Board of Directors of the Corporation who may from time to time (i) issue orders or adopt resolutions not inconsistent with the provisions of this Plan and (ii) interpret the provisions and supervise the administration of the Plan. The President of the Corporation shall make initial determinations as to which employees and “eligible consultants” (including professionals and advisors) will be considered to receive shares of Common Stock under the Plan and on what terms and conditions. The President of the Corporation will provide a list of such individuals to the Board of Directors. All final determinations under the Plan shall be made by the affirmative vote of a majority of the members of the Board of Directors at a meeting called for such purpose, or reduced to writing and signed by a majority of the members of the Board of Directors. Subject to the Corporation’s Bylaws, all decisions by the Board of Directors in selecting employees and “eligible consultants,” establishing the number of shares and construing the provisions of this Plan shall be final, conclusive and binding on all persons, including the Corporation, shareholders, employees and “eligible consultants.”

3.Eligible Consultants. The Corporation may engage “advisors” and/or “consultants,” who are residents of the United States of America and who may participate in this Plan in the future, as long as such “advisors” and/or “consultants” fit the definition of “employee” included the General Instructions to Securities and Exchange Commission (“SEC”) Form S-8, which define the term “employee” to include any employee, director, general partner, officer, consultant or advisor. Such General Instructions impose three essential limitations on “consultants” and “advisors” eligible for participation in a plan covered by SEC Form S-8. Therefore, in order for a “consultant” or “advisor” to the Corporation to be an “eligible consultant” under this Plan and to be eligible to receive shares of Common Stock under this Plan and pursuant to a Form S-8 filed by the Corporation with the SEC, such “consultant” and/or “advisor” (i) must be a natural person; (ii) must provide bona fide services to the Corporation; and (iii) the services rendered by such “consultant” or “advisor” may not be in connection with the offer or sale of securities in a capital-raising transaction and may not directly or indirectly promote or maintain a market for the Corporation’s securities.

4.Shares Subject to the Plan. The total number of shares of Common Stock subject to this Plan is 2,375,000.

5.Investment Intent. Unless and until the sale and issuance of Common Stock subject to the Plan are registered under the Securities Act of 1933, as amended (“Securities Act”). or shall be exempt from registration pursuant to the rules promulgated thereunder, each grant of Common Stock under the Plan shall provide that the acquisitions of Common Stock hereunder shall be for investment purposes and not with a view to, or for resale in connection with, any distribution thereof. Further, unless the issuance and sale of the Common Stock has been registered under the Securities Act, each grant of Common Stock shall provide that no shares shall be sold unless and until (i) all then applicable requirements of state and federal laws and regulatory agencies shall have been fully complied with to the satisfaction of the Corporation and its counsel; and (ii) if requested to do so by the Corporation, the person who is to receive a grant of Common Stock pursuant to the Plan shall have executed and delivered to the Corporation a letter of investment intent and/or such other form related to applicable exemptions from registration, all in such form and substance as the Corporation may required.

6.Stock Splits, Stock Dividends, Combinations or Reclassifications. In the event of any change in the outstanding stock of the Corporation by reason of a stock split, stock dividend, combination or reclassification of shares, recapitalization, merger or similar event (“Adjusting Event”), the Board of Directors may adjust proportionally (a) the number of shares of Common Stock reserved under the Plan, which have not been granted as of the effective date of such Adjusting Event.

7.Withholding. The Corporation shall have the right to deduct from any grant of Common Stock an appropriate number of shares for payment of taxes by law or to take such other action as may be necessary in the opinion of the Corporation to satisfy all obligations for withholding of such taxes. If Common Stock is used to satisfy tax withholding, such stock shall be valued in good faith by the Board of Directors, who may use reported trading data from the Over-the-Counter Bulletin Board for the five trading days preceding such withholding.

8.Governing Law. The Plan and all determinations made and action taken

pursuant hereto, to the extent not otherwise governed by the securities laws of the United States, shall be governed by the law of the State of Delaware and construed accordingly.

9.Termination of the Plan. This Plan shall terminate upon the issuance of all shares available under the Plan or when it is otherwise terminated by the Board of Directors.

10.Effective Date of the Plan. This Plan shall become effective upon its adoption by the Board of Directors.

CERTIFICATION OF ADOPTION

(By the Board of Directors)

The undersigned, being the sole members of the Board of Directors of XIOM Corp. hereby certify that the foregoing Plan was adopted by unanimous vote of the Board of Directors on November 10, 2008.

/s/ Andrew Mazzone

Andrew Mazzone, Director

/s/ Thomas Gardega

Thomas Gardega, Director

EX-5.1

EXHIBIT 5.1

DAVID E. WISE

ATTORNEY AT LAW

8794 Rolling Acres Trail

Fair Oaks Ranch, Texas 78015

(830) 981-8165

November 10, 2008

Andrew Mazzone, President

XIOM Corp.

78 Lamar Street

West Babylon, New York 11704

Re: XIOM Corp. - Registration Statement on Form S-8

Dear Mr. Mazzone:

We have acted as counsel to XIOM Corp., a Delaware corporation ("Company"), in connection with a Registration Statement on Form S-8, filed with the Securities and Exchange Commission on November 12, 2008 ("Registration Statement"). The Registration Statement covers 2,375,000 shares and options to purchase shares of the Company’s common stock ("Common Stock"), to be issued pursuant to the Company’s 2008 Employee and Consultant Stock Plan (“2008 Plan”).

In rendering this opinion, we have examined (i) the Articles of Incorporation, as amended, and By-Laws of the Company; (ii) the resolutions of the Board of Directors evidencing the corporate proceedings taken by the Company to authorize the adoption of the 2008 Plan; (iii) the Registration Statement (including all exhibits thereto); (iv) your responses to our Form S-8 Questionnaire and the Company’s covenants and undertakings contained therein; and (v) such other documents as we have deemed appropriate or necessary as a basis for the opinion hereinafter expressed.

In rendering this opinion, we have assumed the genuineness of all signatures and the authenticity of all documents submitted to us as certified or photo static copies. As to questions of fact material to this opinion, where such facts have not been independently established, and as to the content and form of the Articles of Incorporation and amendments thereto, By-Laws, minutes, records, resolutions and other documents and writings of the Company, we have relied to the extent we deem reasonably appropriate upon your representations or certificates of officers or directors of the Company without independent check or verification of their accuracy.

Unless an employment agreement or consulting agreement has been provided to us and is included as an exhibit to the Registration Statement, we have not been asked to draft, review or opine as to such employment agreement’s or consulting agreement’s compliance with the terms and conditions of the 2008 Plan or the Company’s compliance with the General Instructions to Form S-8.

This opinion is being issued solely to the Company in connection with the requirements of the Securities and Exchange Commission (“SEC”) rules related to Form S-8 registration statements. This opinion shall not be relied upon by the Company or any person to whom the Company’s grants options to purchase common stock, awards common stock or issues common stock, as each option grant, stock award and stock issuance under the Plan must be carefully considered and approved by the Company’s board of directors, which is the final arbiter of compliance with the 2008 Plan and applicable SEC rules and regulations.

Moreover, this opinion shall not be relied upon by (i) persons who receive options or shares of common stock under the 2008 Plan, (ii) broker-dealers who are asked to sell such common stock through channels of securities distribution, (iii) banks, lenders or other assignees or pledgees of any person receiving options or shares of common stock under the 2008 Plan, as a separate legal opinion (“Separate Opinion”) shall be required in order for such persons to obtain their options or shares of common stock, for the transfer agent or registrar to issue options or shares of common stock under the 2008 Plan and for any broker-dealer planning to sell such shares of common stock on the open market, and such Separate Opinion shall be based on the specific circumstances related to such option holders, shareholders, option grants, stock issuances and stock sales in light of the terms and conditions of the 2008 Plan and the applicable SEC rules and regulations.

Based upon and subject to the foregoing, and having due regard for such legal considerations as we deem relevant, we are of the opinion that the 2,375,000 shares of common stock reserved under the 2008 Plan have been duly authorized and upon payment for and issuance of the shares of Common Stock in the manner described in the 2008 Plan, subject to distribution as described in the Registration Statement, and subject to effectiveness of the Registration Statement described above, such will be legally issued, fully paid and nonassessable.

We call your attention to the fact that the undersigned is a member of the Texas Bar and the Company is a Delaware corporation. We are familiar with Delaware Corporate Law to an extent where we are able to form this opinion.

We hereby consent to the filing of this opinion as an Exhibit to the Registration Statement and to the reference made to this firm under the heading "Interests of Named Experts and Counsel" in the Prospectus contained in the Registration Statement and all amendments thereto, but we do not consent to the use of this opinion for any other purpose.

Sincerely,

/s/ David E. Wise

David E. Wise, Attorney at Law

EX-10.1

Exhibit 10.1

CONSULTING AGREEMENT, dated the 8^th day of October, 2008, by and between Xiom Corp, a Delaware corporation having executive offices at 78 Lamar Street, West Babylon, New York 11704 (the “Company”), and Michael Xirinachs, doing business at 425 Broadhollow Road, Melville, New York (the “Consultant”).

WITNESSETH:

WHEREAS, the Consultant has considerable knowledge of and experience providing consulting services regarding the identification, evaluation, structuring, negotiating and closing of joint ventures, strategic alliances and business acquisitions as well as product development (the “Business”); and

WHEREAS, the Company desires to obtain the benefit of Consultant's special knowledge and experience regarding the identification, evaluation, structuring, negotiating and closing of joint ventures, strategic alliances and business acquisitions as well as product development; and

WHEREAS, the Company's management has determined that it would be in the best interest of the Company to make use of the Consultant's knowledge and experience; and

WHEREAS, Consultant desires to serve as consultant to the Company;

NOW, THEREFORE, in consideration of the premises and the mutual covenants and agreements herein contained the Company and the Consultant hereby agree as follows:

1. Term. The Company hereby engages Consultant to render the consulting services as hereinafter set forth, and Consultant hereby agrees to render such services for a period commencing the date hereof and terminating on September 30, 2009 (the “Term”).

2. Consulting Services. The Company hereby retains the Consultant, and the Consultant agrees, to render consulting and advisory services to the Company during the Term hereof in connection with the Business, from time to time, and as the Chief Executive Officer of the Company may reasonably request. Consultant shall not be required to expend any minimum number of hours hereunder and the rendering of all consulting services shall be subject in priority to Consultant's own business interests.

3. Consulting Fees. In consideration for (i) the availability of Consultant to render the services, (ii) the services to be rendered by Consultant during the Term, and (iii) the other provisions of this Agreement, the Company shall pay a fee of a total of 800,000 shares of common stock of the Company, to be included on a Registration Statement on Form S-8. It is expressly represented and warranted that none of the shares are being issued for services in connection with this Agreement are for any offer or sale of securities in a capital raising or to directly or indirectly maintain a market for the securities of the Company.

4. Expenses. Upon submission of proper vouchers or other similar evidence of expenditures, the Company shall, upon request by Consultant, reimburse Consultant for all reasonable travel and out-of-pocket expenses incurred by Consultant in connection with services requested and rendered hereunder. All expense items require the prior approval of the Company.

5. Notices. All notices, requests, demands and other communications hereunder shall be in writing and shall be deemed to have been duly given when either served personally or two (2) business days after being sent priority next day delivery by a nationally recognized courier or three (3) business days after being mailed by certified or registered mail, return receipt requested; if to the Company or to Consultant, then at the respective address first above written, or to such address or to such persons as either party shall have last designated by written notice to the other.

6. Assignability. This Agreement shall inure to the benefit of and be binding upon the parties, their successors and permitted assigns. Neither party may assign this Agreement or its rights or obligations hereunder without the prior written consent of the other party.

7. Entire Agreement. This instrument constitutes the entire agreement of the parties hereto with respect to the subject matter hereof and supercedes all prior agreements and understandings, written or oral, among them with respect to the subject matter hereof. This Agreement may be modified only by a written instrument signed by the parties.

8. Governing Law. This Agreement shall be governed by and construed (both as to validity and performance) and enforced in accordance with the laws of the State of New York without giving effect to the conflicts or choice of law provisions thereof.

9. Counterparts. This Agreement may be executed in counterparts each of which shall be deemed an original and all of which taken together shall constitute one and the same agreement.

IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be executed as of the date first above written.

Xiom Corp.

/s/ Andrew B. Mazzone

By: Andrew B. Mazzone, President

/s/ Michael Xirinachs

Michael Xirinachs

EX-10.2

Exhibit 10.2

CONSULTING AGREEMENT, dated the 8^th day of October, 2008, by and between Xiom Corp, a Delaware corporation having executive offices at 78 Lamar Street, West Babylon, New York 11704 (the “Company”), and James W. Zimbler, doing business at 330 Innovation Blvd, Suite 330, State College, PA 16801 (the “Consultant”).

WITNESSETH:

WHEREAS, the Consultant has considerable knowledge of and experience providing consulting services regarding the identification, evaluation, structuring, negotiating and closing of joint ventures, strategic alliances and business acquisitions as well as product development (the “Business”); and

WHEREAS, the Company desires to obtain the benefit of Consultant's special knowledge and experience regarding the identification, evaluation, structuring, negotiating and closing of joint ventures, strategic alliances and business acquisitions as well as product development; and

WHEREAS, the Company's management has determined that it would be in the best interest of the Company to make use of the Consultant's knowledge and experience; and

WHEREAS, Consultant desires to serve as consultant to the Company;

NOW, THEREFORE, in consideration of the premises and the mutual covenants and agreements herein contained the Company and the Consultant hereby agree as follows:

1. Term. The Company hereby engages Consultant to render the consulting services as hereinafter set forth, and Consultant hereby agrees to render such services for a period commencing the date hereof and terminating on September 30, 2009 (the “Term”).

2. Consulting Services. The Company hereby retains the Consultant, and the Consultant agrees, to render consulting and advisory services to the Company during the Term hereof in connection with the Business, from time to time, and as the Chief Executive Officer of the Company may reasonably request. Consultant shall not be required to expend any minimum number of hours hereunder and the rendering of all consulting services shall be subject in priority to Consultant's own business interests.

3. Consulting Fees. In consideration for (i) the availability of Consultant to render the services, (ii) the services to be rendered by Consultant during the Term, and (iii) the other provisions of this Agreement, the Company shall pay a fee of a total of 300,000 shares of common stock of the Company, to be included on a Registration Statement on Form S-8. It is expressly represented and warranted that none of the shares are being issued for services in connection with this Agreement are for any offer or sale of securities in a capital raising or to directly or indirectly maintain a market for the securities of the Company.

4. Expenses. Upon submission of proper vouchers or other similar evidence of expenditures, the Company shall, upon request by Consultant, reimburse Consultant for all reasonable travel and out-of-pocket expenses incurred by Consultant in connection with services requested and rendered hereunder. All expense items require the prior approval of the Company.

5. Notices. All notices, requests, demands and other communications hereunder shall be in writing and shall be deemed to have been duly given when either served personally or two (2) business days after being sent priority next day delivery by a nationally recognized courier or three (3) business days after being mailed by certified or registered mail, return receipt requested; if to the Company or to Consultant, then at the respective address first above written, or to such address or to such persons as either party shall have last designated by written notice to the other.

6. Assignability. This Agreement shall inure to the benefit of and be binding upon the parties, their successors and permitted assigns. Neither party may assign this Agreement or its rights or obligations hereunder without the prior written consent of the other party.

7. Entire Agreement. This instrument constitutes the entire agreement of the parties hereto with respect to the subject matter hereof and supercedes all prior agreements and understandings, written or oral, among them with respect to the subject matter hereof. This Agreement may be modified only by a written instrument signed by the parties.

8. Governing Law. This Agreement shall be governed by and construed (both as to validity and performance) and enforced in accordance with the laws of the State of New York without giving effect to the conflicts or choice of law provisions thereof.

9. Counterparts. This Agreement may be executed in counterparts each of which shall be deemed an original and all of which taken together shall constitute one and the same agreement.

IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be executed as of the date first above written.

Xiom Corp.

/s/ Andrew B. Mazzone

By: Andrew B. Mazzone, President

/s/ James W. Zimbler

James W. Zimbler

EX-10.3

Exhibit 10.3

CONSULTING AGREEMENT, dated the 8^th day of October, 2008, by and between Xiom Corp, a Delaware corporation having executive offices at 78 Lamar Street, West Babylon, New York 11704 (the “Company”), and Michael S. Krome, doing business at 8 Teak Court, Lake Grove, NY 11755(the “Consultant”).

WITNESSETH:

WHEREAS, the Consultant has considerable knowledge of and experience providing consulting services regarding the identification, evaluation, structuring, negotiating and closing of joint ventures, strategic alliances and business acquisitions as well as product development (the “Business”); and

WHEREAS, the Company desires to obtain the benefit of Consultant's special knowledge and experience regarding the identification, evaluation, structuring, negotiating and closing of joint ventures, strategic alliances and business acquisitions as well as product development; and

WHEREAS, the Company's management has determined that it would be in the best interest of the Company to make use of the Consultant's knowledge and experience; and

WHEREAS, Consultant desires to serve as consultant to the Company;

NOW, THEREFORE, in consideration of the premises and the mutual covenants and agreements herein contained the Company and the Consultant hereby agree as follows:

1. Term. The Company hereby engages Consultant to render the consulting services as hereinafter set forth, and Consultant hereby agrees to render such services for a period commencing the date hereof and terminating on September 30, 2009 (the “Term”).

2. Consulting Services. The Company hereby retains the Consultant, and the Consultant agrees, to render consulting and advisory services to the Company during the Term hereof in connection with the Business, from time to time, and as the Chief Executive Officer of the Company may reasonably request. Consultant shall not be required to expend any minimum number of hours hereunder and the rendering of all consulting services shall be subject in priority to Consultant's own business interests.

3. Consulting Fees. In consideration for (i) the availability of Consultant to render the services, (ii) the services to be rendered by Consultant during the Term, and (iii) the other provisions of this Agreement, the Company shall pay a fee of a total of 75,000 shares of common stock of the Company, to be included on a Registration Statement on Form S-8. It is expressly represented and warranted that none of the shares are being issued for services in connection with this Agreement are for any offer or sale of securities in a capital raising or to directly or indirectly maintain a market for the securities of the Company.

4. Expenses. Upon submission of proper vouchers or other similar evidence of expenditures, the Company shall, upon request by Consultant, reimburse Consultant for all reasonable travel and out-of-pocket expenses incurred by Consultant in connection with services requested and rendered hereunder. All expense items require the prior approval of the Company.

5. Notices. All notices, requests, demands and other communications hereunder shall be in writing and shall be deemed to have been duly given when either served personally or two (2) business days after being sent priority next day delivery by a nationally recognized courier or three (3) business days after being mailed by certified or registered mail, return receipt requested; if to the Company or to Consultant, then at the respective address first above written, or to such address or to such persons as either party shall have last designated by written notice to the other.

6. Assignability. This Agreement shall inure to the benefit of and be binding upon the parties, their successors and permitted assigns. Neither party may assign this Agreement or its rights or obligations hereunder without the prior written consent of the other party.

7. Entire Agreement. This instrument constitutes the entire agreement of the parties hereto with respect to the subject matter hereof and supercedes all prior agreements and understandings, written or oral, among them with respect to the subject matter hereof. This Agreement may be modified only by a written instrument signed by the parties.

8. Governing Law. This Agreement shall be governed by and construed (both as to validity and performance) and enforced in accordance with the laws of the State of New York without giving effect to the conflicts or choice of law provisions thereof.

9. Counterparts. This Agreement may be executed in counterparts each of which shall be deemed an original and all of which taken together shall constitute one and the same agreement.

IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be executed as of the date first above written.

Xiom Corp.

/s/ Andrew B. Mazzone

By: Andrew B. Mazzone, President

/s/ Michael s. Krome

Michael S. Krome

EX-23.1

23.1   Consent of N. Blumenfrucht, CPA, P.C., Independent Auditor

N. Blumenfrucht CPA PC

1040 East 22ndStreet

Brooklyn New York 11210

Tel.- 718-692-2743

Fax -718-692-2203

CONSENT OF INDEPENDENT AUDITORS

We consent to the inclusion in this Registration Statement on Form S-8 of our report dated January 10, 2007, with respect to the audit of the financial statements of XIOM Corp. for the fiscal year ended September 30, 2006. We also consent to the reference of our firm under “Experts” in the prospectus.

/s/ N. Blumenfrucht, CPA, PC

N. Blumenfrucht, CPA, PC

October 9, 2008

EX-23.2

23.2   Consent of Michael T. Studer, CPA P.C., Independent Auditor

Michael T. Studer, CPA P.C.,

18 East Sunrise Highway, Suite 311

Freeport New York,

(516) 378-1000

CONSENT OF INDEPENDENT AUDITORS

We consent to the inclusion in this Registration Statement on Form S-8 of our report dated January 14, 2008, with respect to the audit of the financial statements of XIOM Corp. for the fiscal year ended September 30, 2007. We also consent to the reference of our firm under “Experts” in the prospectus.

/s/ Michael T. Studer, CPA P.C.

Michael T. Studer, CPA P.C.

November 10, 2008