10-Q/A 1 v168213_10qa.htm
UNITED STATES SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549

FORM 10-Q/A

(Mark One)
x QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

 For the quarterly period ended September 30, 2009

¨ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to

Commission File Number: 333-148425

EXTREME MOBILE COATINGS WORLDWIDE CORP.
(Exact name of Registrant as specified in its charter)

Delaware
(State or other jurisdiction of Incorporation or organization)

11-3460949
(IRS Employee Identification No.)

126 Dewey Dr.
Nicholasville, Kentucky 40356
(Address of principal executive offices)
(859) 887-1199
(Registrant’s telephone number, including area code)

225 Two Oaks Drive
Nicholasville, Kentucky 40356
 (Former name, former address and former fiscal year, if changed since last report)

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes x No ¨

Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files).  Yes ¨  No ¨

Indicate by check mark whether the Registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company.  See definitions of “large accelerated filer,” “accelerated filer,” and “smaller reporting company” in Rule 12b-2 of the Exchange Act. (Check one):
 
Large accelerated filer
¨
Accelerated Filer
¨
Non-accelerated filer
¨
Smaller reporting company
ý
(Do not check if a smaller reporting company)
   

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act).
Yes o  No ý

The number of shares of common stock of the issuer outstanding as of December 4, 2009 was 214,509,350 shares of common stock.

 
 

 

TABLE OF CONTENTS

EXTREME MOBILE COATINGS WORLDWIDE CORP.

Part I – Financial Information – Unaudited
 
   
Item 1. Financial Statements
 
   
Balance Sheets as of September 30, 2009, and December 31, 2008
F-2
 
 
Statements of Operations for the three months and nine months ended September 30, 2009, and 2008
F-3
   
Statements of Cash Flows for the nine months ended September 30, 2009, and 2008
F-4
   
Notes to the Financial Statements September 30, 2009, and 2008
F-5
   
Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations
3
   
Item 3. Quantitative and Qualitative Disclosures About Market Risks
  6
   
Item 4. Controls and Procedures
6
   
Part II – Other Information
 
   
Item 1. Legal Proceedings
7
   
Item 1A.  Risk Factors
  7
   
Item 2. Unregistered Sales of Equity Securities and Use of Proceeds
7
   
Item 3. Defaults Upon Senior Securities
7
   
Item 4. Submission of Matters to a Vote of Security Holders
7
   
Item 5. Other Information
7
   
Item 6. Exhibits
7

 
2

 

ITEM 1.  UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS

EXTREME MOBILE COATINGS WORLDWIDE CORP.
 (A DEVELOPMENT STAGE COMPANY)
INDEX TO INTERIM FINANCIAL STATEMENTS
SEPTEMBER 30, 2009, AND 2008
(Unaudited)

Financial Statements-
 
   
Balance Sheets as of September 30, 2009, and December 31, 2008
F-2
   
Statements of Operations for the Three Months and Nine Months Ended September 30, 2009, and 2008, and Cumulative from Inception
F-3
   
Statements of Cash Flows for the Nine Months Ended September 30, 2009, and 2008, and Cumulative from Inception
F-4
   
Notes to Financial Statements September 30, 2009, and 2008
F-5

 
F-1

 

EXTREME MOBILE COATINGS WORLDWIDE CORP.
(A DEVELOPMENT STAGE COMPANY)
BALANCE SHEETS (NOTE 2)
AS OF SEPTEMBER 30, 2009, AND DECEMBER 31, 2008
(Unaudited)

   
As of
   
As of
 
   
September 30,
   
December 31,
 
   
2009
   
2008
 
ASSETS
           
Current Assets:
           
Cash in bank
  $ 3,113     $ 1,749  
Accounts receivable - Trade
    4,440       3,026  
Prepaid expenses
    16,667       11,879  
Total current assets
    24,220       16,654  
Property and Equipment:
               
Office and computer equipment
    13,182       13,182  
Trailer
    34,200       34,200  
      47,382       47,382  
Less - Accumulated depreciation
    (14,598 )     (6,574 )
Net property and equipment
    32,784       40,808  
Other Assets:
               
License agreement (net of accumulated amortization of $7,043 and $5,062 in 2009 and 2008, respectively)
    44,880       46,861  
Trademark (net of accumulated amortization of $418 and $215 in 2009 and 2008, respectively)
    1,141       776  
Investment in Falcon
    15,000       -  
Security deposit
    3,419       3,330  
Total other assets
    64,440       50,967  
Total Assets
  $ 121,444     $ 108,429  
                 
LIABILITIES AND STOCKHOLDERS' (DEFICIT)
               
Current Liabilities:
               
Current portion of bank loan
  $ 81,836     $ 77,581  
Accounts payable - Trade
    186,254       144,466  
Accrued liabilities
    174,358       120,677  
Due to related parties - Directors and stockholders
    331,944       149,353  
Promissory note - XIOM Corp. - Related party
    108,500       108,500  
Total current liabilities
    882,892       600,577  
Long-term Debt, less current portion:
               
Bank loan
    153,197       217,615  
Total long-term debt
    153,197       217,615  
Total liabilities
    1,036,089       818,192  
Commitments and Contingencies
               
Stockholders' (Deficit):
               
Common stock, $0.001 par value, 500,000,000 shares authorized; 191,259,350 shares and 179,146,850 shares issued and outstanding in 2009 and 2008, respectively
    191,259       179,147  
Additional paid-in capital
    83,664       -  
Discount on common stock
    -       (41,345 )
(Deficit) accumulated during the development stage
    (1,189,568 )     (847,565 )
Total stockholders' (deficit)
    (914,645 )     (709,763 )
Total Liabilities and Stockholders' (Deficit)
  $ 121,444     $ 108,429  

The accompanying notes to financial statements are
an integral part of these balance sheets.

 
F-2

 

EXTREME MOBILE COATINGS WORLDWIDE CORP.
(A DEVELOPMENT STAGE COMPANY)
STATEMENTS OF OPERATIONS (NOTE 2)
FOR THE THREE AND NINE MONTHS ENDED SEPTEMBER 30, 2009, AND 2008,
AND CUMULATIVE FROM INCEPTION (JULY 28, 2004) THROUGH SEPTEMBER 30, 2009
(Unaudited)

   
For Three Months Ended
   
For Nine Months Ended
   
Cumulative
 
   
September 30,
   
September 30,
   
From
 
   
2009
   
2008
   
2009
   
2008
   
Inception
 
                               
Revenues
  $ 6,451     $ 1,343     $ 15,896     $ 2,343     $ 21,583  
Cost of Goods Sold
    -       -       -               -  
Gross Profit
    6,451       1,343       15,896       2,343       21,583  
Expenses:
                                       
General and administrative
    116,609       159,922       193,718       276,289       573,040  
Professional fee paid by common stock
    78,000       -       137,121       -       192,121  
Depreciation and amortization
    3,077       2,963       10,208       6,745       22,059  
Total expenses
    197,686       162,885       341,047       283,034       787,220  
(Loss) from Operations
    (191,235 )     (161,542 )     (325,151 )     (280,691 )     (765,637 )
Other Income (Expense):
                                       
Interest (expense)
    (5,899     (7,166     (16,852     (25,666     (67,130
(Loss) on asset purchase agreement
    -       -       -       -       (356,801
Total Other Income (Expense)
    (5,899     (7,166     (16,852     (25,666     (423,931
Provision for Income Taxes
    -       -       -       -       -  
Net (Loss)
  $ (197,134 )   $ (168,708 )   $ (342,003 )   $ (306,357 )   $ (1,189,568 )
(Loss) Per Common Share:
                                       
(Loss) per common share - Basic and Diluted
  $ (0.00 )   $ (0.00 )   $ (0.00 )   $ (0.00 )        
Weighted Average Number of Common Shares Outstanding - Basic and Diluted
    186,009,350       179,146,850       182,326,154       179,146,850          

The accompanying notes to financial statements are
an integral part of these statements.

 
F-3

 

EXTREME MOBILE COATINGS WORLDWIDE CORP.
(A DEVELOPMENT STAGE COMPANY)
STATEMENTS OF CASH FLOWS (NOTE 2)
FOR THE NINE MONTHS ENDED SEPTEMBER 30, 2009, AND 2008,
 AND CUMULATIVE FROM INCEPTION (JULY 28, 2004) THROUGH SEPTEMBER 30, 2009
(Unaudited)

   
For the Nine Months Ended
   
Cumulative
 
   
September 30,
   
From
 
   
2009
   
2008
   
Inception
 
Operating Activities:
                 
Net (loss)
  $ (342,003 )   $ (306,357 )   $ (1,189,568 )
Adjustments to reconcile net (loss) to net cash (used in) operating activities:
                       
Depreciation and amortization
    10,208       6,884       22,059  
Loss on asset purchase agreement
    -       -       356,801  
Impact of recapitalization from reverse merger
    -       10,760       54,797  
Common stock issued for services and compensation
    137,121       -       192,121  
Changes in net assets and liabilities-
                    -  
Accounts receivable - Trade
    (1,414 )     (1,125 )     (4,440 )
Prepaid expenses
    (4,788 )     61,454       (16,667 )
Security deposit and other
    (89 )     (3,330 )     (3,419 )
Accounts payable - Trade
    41,788       64,957       186,254  
Accrued liabilities
    53,681       56,513       174,358  
Net Cash (Used in) Operating Activities
    (105,496 )     (110,244 )     (227,704 )
Investing Activities:
                       
Purchases of equipment
    -       (41,868 )     (47,382 )
Asset purchase agreement
    (15,000 )     -       (375,000 )
Partial repayment of purchase price - Asset purchase agreement
    -       -       3,199  
License agreement
    -       -       (25,000 )
Trademark
    (568 )     -       (1,559 )
Net Cash (Used in) Investing Activities
    (15,568 )     (41,868 )     (445,742 )
Financing Activities:
                       
Proceeds from bank loan
    -       -       400,000  
Payments of principal on bank loan
    (60,163 )     (40,479 )     (164,967 )
Issuance of common stock for cash
    -       -       1,082  
Proceeds from promissory notes- XIOM Corp.
    -       108,500       108,500  
Proceeds from loans from unrelated party
    -       -       7,675  
Payments on loans from unrelated party
    -       -       (7,675 )
Due to related parties - Stockholders
    182,591       74,330       331,944  
Net Cash Provided by Financing Activities
    122,428       142,351       676,559  
Net Increase (Decrease) in Cash
    1,364       (9,761 )     3,113  
Cash - Beginning of Period
    1,749       10,137       -  
Cash - End of Period
  $ 3,113     $ 376     $ 3,113  
                         
Supplemental Disclosure of Cash Flow Information:
                       
Cash paid during the period for:
                       
Interest
  $ 16,852     $ 25,666     $ 65,762  
Income taxes
  $ -     $ -     $ -  
Supplemental Information of Noncash Investing and Financing Activities:
Effective February 2, 2007, the Company issued 45,119,260 shares of common stock (post forward stock split) in connection with a master licensing agreement with XIOM Corp. valued at $26,923.
 
On September 16, 2008, the Company issued 6,138,670 shares of common stock (post forward stock split) for professional services valued at $55,000.

As part of the reverse merger transaction effected on September 16, 2008, former Directors and officers of the Company forgave the amount of $18,435 owed to them.  The amount forgiven of $18,435 has been classified as additional paid-in capital in the accompanying statements of stockholders' equity (deficit).

On February 5, 2009, the Company issued 1,500,000 shares of common stock (post forward stock split) to Aires Capital, Inc. for services valued at $50,000.
 
On May 27, 2009, the Company issued 550,000 shares of common stock (post forward stock split) for consulting services valued at $9,121.

On August 18, 2009, the Company issued 10,062,500 shares of common stock (post forward stock split) to Michael S. Krome for legal fees paid on behalf of the company.  The legal fees totaled $78,000.

The accompanying notes to financial statements are
an integral part of these statements.

 
F-4

 
 
EXTREME MOBILE COATINGS WORLDWIDE CORP.
(A DEVELOPMENT STAGE COMPANY)
NOTES TO INTERIM FINANCIAL STATEMENTS
SEPTEMBER 30, 2009, AND 2008
 
(1)           Summary of Significant Accounting Policies

Basis of Presentation and Organization

Extreme Mobile Coatings Worldwide Corp. (“Extreme” or the “Company” and formerly Extreme Mobile Coatings Corp. Ltd.) is a Delaware corporation (formerly a United Kingdom corporation) in the development stage.  The Company was incorporated under the laws of the United Kingdom as T&T Homes Limited on July 28, 2004.  On November 25, 2004, the Company changed its name to Falcon Media Services, Ltd.  On November 12, 2008, the Company changed its name to Extreme Mobile Coatings Corp., Ltd.  Lastly, on March 2, 2009, the Company changed its name to Extreme Mobile Coatings Worldwide Corp. to better reflect the current business plan of the Company.

On September 16, 2008, the Company entered into a Share Exchange Agreement (the “Share Exchange Agreement #1”) with Extreme Mobile Coatings, Inc. (“EMC”), a Delaware corporation, and its stockholders pursuant to which the Company agreed to acquire 100 percent of outstanding shares of EMC in exchange for 135,050,850 shares of common stock (post forward stock split) of the Company.  Originally, the business plan of the Company was to sell cellular phone content to joint venture partners within the Middle East.  The cellular phone content that was to be offered throughout the Middle East included highlights of the Premier League’s football (American soccer) matches and other media.  However, as of September 16, 2008, the Company discontinued this business plan to focus on establishing franchises to market, use, and sell coating products and equipment licensed from XIOM Corp.  The accompanying financial statements of the Company were prepared from the accounts of the Company under the accrual basis of accounting.

Given that EMC is considered to have acquired Extreme by a reverse merger through the Share Exchange Agreement #1, and its former stockholders currently have voting control of Extreme, the accompanying financial statements and related disclosures in the notes to financial statements present the financial position as of September 30, 2009, and 2008, and the operations for the three and nine months ended September 30, 2009, and 2008, and cumulative from inception of EMC under the name of Extreme.  The reverse merger has been recorded as a recapitalization of the Company, with the net assets of EMC and Extreme brought forward at their historical bases.  The costs associated with the reverse merger have been expensed as incurred.

On March 2, 2009, the Company completed a second Share Exchange Agreement (the “Share Exchange Agreement #2”) between the Company, as Extreme Mobile Coatings Corp, Ltd. and Extreme Mobile Coatings Worldwide Corp., a newly formed Delaware corporation.  The Share Exchange Agreement #2 was completed in order to change the domicile of the Company from the United Kingdom to the State of Delaware, the authorized common stock to 500,000,000 shares, par value $0.0001 per share, and the name of the Company from Extreme Mobile Coatings Corp. Ltd. to Extreme Mobile Coatings Worldwide Corp.  The Company exchanged 179,146,850 shares of its common stock (post forward stock split) for a like number of shares of common stock of the newly formed Delaware Corporation.  In addition, the Certificate of Incorporation of Extreme Mobile Coatings Worldwide Corp. became the Certificate of Incorporation of the Company.

Unaudited Interim Financial Statements

The interim financial statements of Extreme as of September 30, 2009, and December 31, 2008, and for the three month and nine month periods ended September 30, 2009, and 2008, and cumulative from inception, have been prepared in conformity with accounting principles generally accepted in the United States of America (“GAAP”) for interim reporting, and in accordance with the requirements of this Quarterly Report on Form 10-Q.  The accompanying interim financial statements are unaudited and are subject to year-end adjustments.  In the opinion of management, the financial statements include all known adjustments (which consist primarily of normal, recurring accruals, estimates, and assumptions that impact the financial statements) necessary to present fairly the financial position at the balance sheet dates and the results of operations for the three and nine month periods then ended.  The balance sheet as of December 31, 2008, presented herein, has been derived from the Company’s audited balance sheet included in the Company’s Annual Report on Form 10-K for the fiscal year ended December 31, 2008, but does not include all disclosures required by GAAP.  The accompanying financial statements should be read in conjunction with the financial statements and footnotes thereto included within the Company’s Annual Report on Form 10-K for the fiscal year ended December 31, 2008.  The results of operations for the three-month and nine-month periods ended September 30, 2009, and 2008, are not necessarily indicative of operating results of the full year ending December 31, 2009.

Cash and Cash Equivalents

For purposes of reporting within the statement of cash flows, the Company considers all cash on hand, cash accounts not subject to withdrawal restrictions or penalties, and all highly liquid debt instruments purchased with a maturity of three months or less to be cash and cash equivalents.

Property and Equipment

Property and equipment are recorded at historical cost.  Minor additions and renewals are expensed in the year incurred.  Major additions and renewals are capitalized and depreciated over their estimated useful lives.  When property and equipment are retired or otherwise disposed of, the cost and accumulated depreciation are removed from the accounts, and any resulting gain or loss is included in the results of operations for the respective period.  The Company uses the straight-line method of depreciation.  The estimated useful lives for significant property and equipment categories are as follows:

Computers and office equipment
5-7 years
Equipment and tools
5-7 years
Vehicles
5 years

License Agreement

The Company capitalizes the costs incurred to acquire franchise rights.  Such costs are amortized over the remaining useful life of the related rights (see Note 3).

 
F-5

 
 
EXTREME MOBILE COATINGS WORLDWIDE CORP.
(A DEVELOPMENT STAGE COMPANY)
NOTES TO FINANCIAL STATEMENTS
SEPTEMBER 30, 2009, AND 2008

Servicemark

The Company obtained a servicemark from the State of Kentucky effective December 26, 2007, and registered it with the U.S. Patent and Trademark Office.  The servicemark covers the name “Extreme Mobile Coating.”  The cost of obtaining the servicemark has been capitalized by the Company, and is being amortized over a period of five years.

Revenue Recognition

The Company recognizes revenues from the development and sale of franchises and licensed products and equipment.  Revenues are recognized for financial reporting purposes when delivery has occurred provided there is persuasive evidence of an agreement, acceptance has been approved by the customer, the fee is fixed or determinable, and collection of the related receivable is probable.

Impairment of Long-Lived Assets

The Company evaluates the recoverability of long-lived assets and the related estimated remaining lives at each balance sheet date.  The Company records an impairment or change in useful life whenever events or changes in circumstances indicate that the carrying amount may not be recoverable or the useful life has changed.  For the nine months ended September 30, 2009, and 2008, no events or circumstances occurred for which an evaluation of the recoverability of long-lived assets was required.

Loss Per Common Share

Basic loss per share is computed by dividing the net loss attributable to the common stockholders by the weighted average number of shares of common stock outstanding during the period.  Diluted loss per share is computed similar to basic loss per share except that the denominator is increased to include the number of additional common shares that would have been outstanding if the potential common shares had been issued and if the additional common shares were dilutive.  There were no dilutive financial instruments issued or outstanding for the three months and nine months ended September 30, 2009, and 2008.

Income Taxes
 
For the period ended December 31, 2007, and through January 25, 2008, EMC was a partnership for income tax purposes.  Income or losses from EMC were combined with the income and expenses of the members from other sources and reported in the members’ individual federal and state income tax returns.  EMC was not a taxpaying entity for federal and state income tax purposes, therefore, no income tax expense was recorded in the financial statements.  Income of EMC was taxed to the members on their respective income tax returns.
 
Subsequent to January 25, 2008, EMC became a corporation for income tax purposes.  As such, the Company and EMC account for income taxes pursuant to SFAS No. 109, “Accounting for Income Taxes” (“SFAS No. 109”).  Under SFAS No. 109, deferred tax assets and liabilities are determined based on temporary differences between the bases of certain assets and liabilities for income tax and financial reporting purposes.  The deferred tax assets and liabilities are classified according to the financial statement classification of the assets and liabilities generating the differences.

 
F-6

 
 
EXTREME MOBILE COATINGS WORLDWIDE CORP.
(A DEVELOPMENT STAGE COMPANY)
NOTES TO FINANCIAL STATEMENTS
SEPTEMBER 30, 2009, AND 2008

Fair Value of Financial Instruments

The Company estimates the fair value of financial instruments using the available market information and valuation methods.  Considerable judgment is required in estimating fair value.  Accordingly, the estimates of fair value may not be indicative of the amounts the Company could realize in a current market exchange.  As of September 30, 2009, and December 31, 2008, the carrying value of financial instruments approximated fair value due to the short-term maturity of these instruments.

Deferred Offering Costs

The Company defers as other assets the direct incremental costs of raising capital until such time as the offering is completed.  At the time of the completion of the offering, the costs are charged against the capital raised.  Should the offering be terminated, deferred offering costs are charged to operations during the period in which the offering is terminated.

Concentration of Risk

As of September 30, 2009, and December 31, 2008, the Company maintained its cash account at one commercial bank.  The balance in the account was subject to FDIC coverage.

Common Stock Registration Expenses

The Company considers incremental costs and expenses related to the registration of equity securities with the SEC, whether by contractual arrangement as of a certain date or by demand, to be unrelated to original issuance transactions.  As such, subsequent registration costs and expenses are reflected in the accompanying consolidated financial statements as general and administrative expenses and are expensed as incurred.

Lease Obligations

All noncancellable leases with an initial term greater than one year are categorized as either capital leases or operating leases.  Assets recorded under capital leases are amortized according to the methods employed for property and equipment or over the term of the related lease, if shorter.

Estimates

The accompanying financial statements are prepared on the basis of accounting principles generally accepted in the United States of America.  The preparation of financial statements in conformity with generally accepted accounting principles requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities as of September 30, 2009, and December 31, 2008, and revenues and expenses for the three months and nine months ended September 30, 2009, and 2008, and cumulative from inception.  Actual results could differ from those estimates made by management.

 
F-7

 
 
EXTREME MOBILE COATINGS WORLDWIDE CORP.
(A DEVELOPMENT STAGE COMPANY)
NOTES TO FINANCIAL STATEMENTS
SEPTEMBER 30, 2009, AND 2008

(2)           Development Stage Activities and Going Concern

Extreme is currently in the development stage, and the business plan of the Company is to establish franchises to market, use, and sell coating products and equipment licensed from XIOM Corp.  Initial activities of the Company through September 30, 2009, include organization and incorporation, target market identification, marketing plans, entering into a licensing agreement, a reverse merger with EMC, and other capital formation activities.

While the management of the Company believes that the Company will be successful in its capital formation and operating activities, there can be no assurance that it will be able to raise additional equity capital, or be able to generate sufficient revenues to sustain its operations.  The Company also intends to conduct additional capital formation activities through the issuance of its common stock to establish sufficient working capital and to commence operations.

The accompanying financial statements have been prepared in conformity with accounting principals generally accepted in the United States of America, which contemplate continuation of the Company as a going concern.  The Company has incurred an operating loss since inception and the cash resources of the Company are insufficient to meet its planned business objectives.  These and other factors raise substantial doubt about the Company’s ability to continue as a going concern.  The accompanying financial statements do not include any adjustments to reflect the possible future effects on the recoverability and classification of assets or the amounts and classification of liabilities that may result from the possible inability of the Company to continue as a going concern.

(3)           Master License Agreement

On October 25, 2006, the Company entered into a Master License Agreement (the “License Agreement”) with XIOM Corp. (“XIOM”), a related party Delaware corporation.  XIOM develops, manufacturers, markets, and sells certain products, including spray-on coating materials and equipment.  Through the License Agreement, the Company is granted the exclusive right to establish franchises, sell franchise rights, and assign certain rights to franchisees in the contiguous states of the United States of America.  The License Agreement expires in the year 2026.  EMC has the option to extend the License Agreement for 10 successive three-year periods.  The cost of obtaining the License Agreement amounted to $51,923, and is being amortized over a period of 19.6 years.  The Company issued 45,119,260 shares of its common stock (post forward stock split), valued at $26,923 in exchange for the License Agreement, and incurred $25,000 in legal fees.

 
F-8

 
 
EXTREME MOBILE COATINGS WORLDWIDE CORP.
(A DEVELOPMENT STAGE COMPANY)
NOTES TO FINANCIAL STATEMENTS
SEPTEMBER 30, 2009, AND 2008
 
(4)           Asset Purchase Agreement

On March 5, 2007, EMC entered into a non-binding Letter of Intent with SABA Contracting, Inc. (“SABA”), an unrelated New York corporation, to purchase certain construction equipment and vehicles (the “SABA Equipment”) for $360,000.  Under the terms of the Letter of Intent, the parties agreed that the transaction was to be evidenced by a written Purchase and Sale of Equipment Agreement (the “Asset Purchase Agreement”) which was to be signed at the closing of the transaction.  In order to complete the acquisition of the SABA Equipment, EMC obtained a term loan from Central Bank FSB, of Nicholasville, KY in the amount of $400,000 (see Note 6).  EMC, in good faith, provided proceeds of $360,000 from the bank loan to SABA before the closing of the transaction which was used to pay off SABA’s equipment-related debt of $60,000 and purchase the SABA Equipment.  EMC also advanced an additional $18,200 to SABA in connection with the transaction, and SABA agreed to provide the funds to pay three payments on the Bank Loan totaling $25,519.  The parties were not able to evidence the transaction under the terms of the Letter of Intent with an Asset Purchase Agreement, and the transaction was never closed.  EMC is seeking to obtain clear title to the SABA Equipment for the purpose of selling the equipment to recover sufficient funds to repay the bank loan.  There can be no assurance that EMC will be successful in either obtaining clear title to the SABA Equipment, or selling the SABA Equipment for a sufficient amount to fully repay the bank loan.  As of December 31, 2007, EMC wrote off $356,801 related to the transaction which is reflected as other expense in the accompanying statements of operations.  As of September 30, 2009, and December 31, 2008, the Company owed $235,033, and $295,196, respectively, on the loan from Central Bank FSG related to the Asset Purchase Agreement.

(5)           Related Party Transactions

As part of the reverse merger transaction effected on September 16, 2008, former Directors and officers of the Company forgave the amount of $18,435 owed to them.  The amount forgiven of $18,435 has been classified as additional paid-in capital in the accompanying financial statements.

As of September 30, 2009, and December 31, 2008, the Company owed to stockholders and Directors of the Company $331,944 and $149,353, respectively, for various working capital loans received during the period.  The loans are unsecured, non-interest bearing, and have no terms for repayment.

On April 28, 2008, EMC entered into a promissory note (the “Note”) with XIOM, a stockholder of the Company.  Per the terms of the Note, EMC may borrow up to $150,000 from XIOM, at an interest rate of 5.0 percent.  An initial repayment of $35,000 under the Note was due on June 28, 2008, but was not paid by EMC.  The remaining amount of the Note is to be paid by the Company by April 28, 2009.  As of September 30, 2009, and December 31, 2009, $108,500 had been borrowed from XIOM under the terms of the Note.  On April 20, 2009, Extreme extended the promissory note with XIOM to April 30, 2010.

(6)           Income Taxes

The provision (benefit) for income taxes for the nine months ended September 30, 2009, and 2008 were as follows (assuming a 23 percent effective tax rate):

 
F-9

 
 

EXTREME MOBILE COATINGS WORLDWIDE CORP.
(A DEVELOPMENT STAGE COMPANY)
NOTES TO FINANCIAL STATEMENTS
SEPTEMBER 30, 2009, AND 2008
 
   
Nine Months Ended
 
   
September 30,
 
   
2009
   
2008
 
             
Federal and state-
           
Minimum state tax
  $ -     $ -  
                 
Total current tax provision
  $ -     $ -  
                 
Federal and state-
               
Loss carryforwards
  $ 78,661     $ 70,462  
Change in valuation allowance
    (78,661 )     (70,462 )
                 
Total deferred tax provision
  $ -     $ -  

The Company had deferred income tax assets as of September 30, 2009, and December 31, 2008, as follows:

   
2009
   
2008
 
             
Federal and state-
           
Minimum state tax
  $ -     $ -  
                 
Total current tax provision
  $ -     $ -  
                 
Federal and state-
               
Loss carryforwards
  $ 176,629     $ 97,968  
Change in valuation allowance
    (176,629 )     (97,968 )
                 
Total deferred tax provision
  $ -     $ -  
 
The Company provided a valuation allowance equal to the deferred income tax assets for the nine months ended September 30, 2009, and 2008, because it is not presently known whether future taxable income will be sufficient to utilize the loss carryforwards.

As of September 30, 2009, and December 31, 2008, the Company had approximately $767,950 and $425,948 in tax loss carryforwards that can be utilized in future periods to reduce taxable income, and begin to expire in the year 2028.
 
(7)           Long-term Debt and Lease

   Operating Leases

The Company currently has an operating lease commitment for office space with an unrelated party for the period of 12 months.  The operating lease period was from February 1, 2007, through January 31, 2008, at an annual lease obligation of $9,000.  In 2008, the Company extended the lease agreement for an additional 12 months.

 
F-10

 

EXTREME MOBILE COATINGS WORLDWIDE CORP.
(A DEVELOPMENT STAGE COMPANY)
NOTES TO FINANCIAL STATEMENTS
SEPTEMBER 30, 2009, AND 2008

In January of 2008, the Company entered into an operating lease agreement with an unrelated party for office space in the state of New York.  The lease period is from January 15, 2008, through January 14, 2010, at an annual lease obligation of $19,980.  The lease agreement also required that the Company place a security deposit of $3,330 with the lessor.  The Company terminated the lease agreement at the beginning of January 2009.

   Long-term Debt

The Company obtained a bank loan for $400,000 on April 17, 2007, and used $360,000 of the proceeds from the loan to fund the acquisition of the SABA Equipment.  The bank loan has the following terms:

Collateral for the loan consists of all assets of the Company (including the SABA Equipment), 146,785 shares of common stock of XIOM Corp. (a related party), and personal guarantees from Messrs. Charles Woodward, Andrew Mazzone, and James Zimbler, Directors of the Company, (who also represent entities that are stockholders of the Company).

   
2009
   
2008
 
Bank loan, monthly payments through
           
April 17, 2012; interest at 8.50% per
           
annum; secured
  $ 235,033     $ 295,196  
                 
Promissory note, due on April 28, 2009, interest
               
at 5.0% per annum; unsecured
    108,500       108,500  
                 
      343,533       403,696  
                 
Less - Current portion
    (190,336 )     (186,081 )
                 
Long-term portion
  $ 153,197     $ 217,615  

Future minimum long-term debt payments required are as follows:

Twelve Months Ending March 31,
 
Amount
 
       
2010
  $ 190,336  
2011
    89,079  
2012
    64,118  
Total
  $ 343,533  
 
(8)           Common Stock

On June 27, 2004, the Company issued ten shares of common stock (post forward stock split) to a Director of the Company valued at a price of $0.20 per share for cash.

 
F-11

 

EXTREME MOBILE COATINGS WORLDWIDE CORP.
(A DEVELOPMENT STAGE COMPANY)
NOTES TO FINANCIAL STATEMENTS
SEPTEMBER 30, 2009, AND 2008

On December 13, 2005, the Company commenced a capital formation activity through a Private Placement Offering (“PPO”), exempt from registration under the Securities Act of 1933, to issue up to 216,000 shares of its common stock (post forward stock split) at an offering price of $0.005 per share for total proceeds of $1,080.  The PPO was closed on May 6, 2006, and proceeds amounted to $1,080.  Because the authorized common stock of the Company was insufficient at the time of the completion of the PPO, the stock certificates related thereto were not issued until December 26, 2007.

On December 26, 2007, the Company issued 12,629,990 shares of common stock (post forward stock split), par value $0.001, to its sole Director and officer for services rendered, at an offering price of $0.0001 per share for total value of $1,263.

The Company entered into a one-year Consulting Agreement on December 1, 2007, with Kingsgate Development, Ltd. (a British Virgin Islands Corporation and “Kingsgate”) whereby Kingsgate agreed to assist the Company in becoming publicly traded, by utilizing its skills and by bearing up to $90,000 of registration costs on behalf of the Company.  In exchange for its services, Kingsgate was issued 20,000,000 shares of common stock (post forward stock split) for a value of $90,000 or $0.0045 per share to satisfy this obligation.  The Company issued the shares to Kingsgate on December 26, 2007.

On December 1, 2007, the Company entered into a one-year Consulting Agreement with Eastern Glow Investments, Ltd, (a British Virgin Islands Corporation and “Eastern Glow”) whereby Eastern Glow agreed to assist the Company in becoming publicly traded, by utilizing its skills on behalf of the Company as well as a commitment to loan to the Company up to a maximum of $50,000, at the Libor interest rate plus 2.5 percent for the marketing plan of the Company.  In exchange for its services, Eastern Glow was issued 11,250,000 shares of common stock of the Company (post forward stock split) at $0.0044 per share to satisfy this obligation.  The Company issued the shares to Eastern Glow on December 26, 2007.

Effective September 16, 2008, the Company entered into a Share Exchange with the shareholders of EMC, whereby the Company acquired all of the issued and outstanding capital stock of EMC (135,050,850 shares) in exchange for 135,050,850 shares of common stock (post forward stock split) of the Company.  The common stock of the Company has a par value of $0.001 per share.  As a result of the Share Exchange, the stockholders of EMC control the Company, and EMC has been determined to have effected a reverse merger for financial reporting purposes as of the date of the Share Exchange.  The reverse merger has been recorded as a recapitalization of the Company, with the net assets of the Company and EMC brought forward at their historical bases.  In connection with the issuance of 135,050,850 shares of common stock, 6,138,670 of such shares (post forward stock split) were issued for professional services valued at $55,000.

On November 25, 2008, the Company declared a 2-for-1 forward stock split of its issued and outstanding common stock to the holders of record on that date.  Such forward stock split was effective as of November 25, 2008.  The accompanying financial statements and related notes thereto have been adjusted accordingly to reflect this forward stock split.
 
 
F-12

 

EXTREME MOBILE COATINGS WORLDWIDE CORP.
(A DEVELOPMENT STAGE COMPANY)
NOTES TO FINANCIAL STATEMENTS
SEPTEMBER 30, 2009, AND 2008

In February 2009, the Company entered into a verbal agreement with Aires Capital, Inc. whereby Aires Capital, Inc. agreed to perform introductory services related to capital formation activities.  On February 5, 2009, the Company issued 1,500,000 shares of common stock (post forward stock split) to Aires Capital, Inc. for such services.  The services were valued at $50,000.

On March 2, 2009, the Company completed a second Share Exchange Agreement (the “Share Exchange Agreement #2”) between the Company, as Extreme Mobile Coatings Corp, Ltd. and Extreme Mobile Coatings Worldwide Corp., a newly formed Delaware corporation.  The Share Exchange Agreement #2 was completed in order to change the domicile the Company from the United Kingdom to the State of Delaware, the authorized common stock to 500,000,000 shares, par value $0.0001 per share, and the name of the Company from Extreme Mobile Coatings Corp. Ltd. to Extreme Mobile Coatings Worldwide Corp.  The Company exchanged 179,146,850 shares of its common stock (post forward stock split) for a like number of shares of the newly formed Delaware corporation.  In addition, the Certificate of Incorporation of Extreme Mobile Coatings Worldwide Corp. became the Certificate of Incorporation of the Company.
The Share Exchange Agreement #2 has been treated as a reverse merger.  The reverse merger has been recorded as a recapitalization of the Company, with the net assets of Extreme Mobile Coatings Corp. Ltd. and Extreme Mobile Coatings Worldwide Corp. brought forward at their historical bases.  The costs associated with the reverse merger have been expensed as incurred.

On March 2, 2009, the Company declared a 5-for-1 forward stock split of its issued and outstanding common stock to the holders of record on that date.  Such forward stock split was effective as of March 12, 2009.  The accompanying financial statements and related notes thereto have been adjusted accordingly to reflect this forward stock split.

On May 27, 2009, the Company issued 550,000 shares of common stock (post forward stock split) for consulting services valued at $9,121.

On August 18, 2009, the Company issued 10,062,500 shares of common stock (post forward stock split) to Michael S. Krome for legal fees paid on behalf of the company.  The legal fees totaled $78,000.

(9)           Commitments and Contingencies

On March 1, 2008, the Company entered into a Consulting Agreement (the “Consulting Agreement”) with Mr. Scott R. Hamann, MD, PhD (“Mr. Hamann”).  Mr. Hamann agreed to provide services to the Company in connection with introducing the Company to public and healthcare facilities as well as other healthcare providers.  In addition, Mr. Hamann will establish and recruit members for a “Scientific Advisory Board” for the Company.  The term of the agreement is three years.  For the first 12-month period commencing on the effective date, the Company will pay Mr. Hamann 2% of the net revenues received by the Company.  In addition, for the second 12-month period from the effective date, the Company will continue to pay 2% of net revenues, and an additional 1% of net revenues from customers introduced to the Company by Mr. Hamann.  Regardless of the net revenues generated, the Company will pay Mr. Hamann $250 per hour for consulting services rendered, with a minimum guarantee of four hours per month.
 
 
F-13

 

EXTREME MOBILE COATINGS WORLDWIDE CORP.
(A DEVELOPMENT STAGE COMPANY)
NOTES TO FINANCIAL STATEMENTS
SEPTEMBER 30, 2009, AND 2008

On April 28, 2008, Extreme entered into a promissory note (the “Note”) with XIOM, a stockholder of the Company.  Per the terms of the Note, Extreme may borrow up to $150,000 from XIOM, at an interest rate of 5.0 percent.  An initial repayment of $35,000 under the Note was due on June 28, 2008, but was not paid by the Company.  The remaining amount of the Note is to be repaid by the Company by April 28, 2009.  As of September 30, 2009, the Company had borrowed $108,500 from XIOM under the terms of the Note.  On April 20, 2009, Extreme extended the promissory note with XIOM to April 30, 2010.
 
(10)           Recent Accounting Pronouncements

In February 2007, the FASB issued SFAS No. 159, “The Fair Value Option for Financial Assets and Liabilities” (“SFAS No. 159”), which permits entities to measure many financial instruments and certain other items at fair value that are not currently required to be measured at fair value.  An entity would report unrealized gains and losses on items for which the fair value option had been elected in earnings at each subsequent reporting date.  The objective is to improve financial reporting by providing entities with the opportunity to mitigate volatility in reported earrings caused by measuring related assets and liabilities differently without having to apply complex hedge accounting provisions.  The decision about whether to elect the fair value option is applied instrument by instrument, with a few exceptions; the decision is irrevocable; and it is applied only to entire instruments and not to portions of instruments.  The statement requires disclosures that facilitate comparisons (a) between entities that choose different measurement attributes for similar assets and liabilities and (b) between assets and liabilities in the financial statements of an entity that selects different measurement attributes for similar assets and liabilities.  SFAS No. 159 is effective for financial statements issued for fiscal years beginning after November 15, 2007.  Early adoption is permitted as of the beginning of a fiscal year provided the entity also elects to apply the provisions of SFAS No. 157.  Upon implementation, an entity shall report the effect of the first re-measurement to fair value as a cumulative-effect adjustment to the opening balance of retained earnings.  Since the provisions of SFAS No. 159 are applied prospectively, any potential impact will depend on the instruments selected for fair value measurement at the time of implementation.  The management of the Company is of the opinion that the adoption of this new pronouncement will not have an impact on its financial statements.

In December 2007, the FASB issued SFAS No. 160, “Noncontrolling Interests in Consolidated Financial Statements – an amendment of ARB No. 51 (“SFAS No. 160”), which establishes accounting and reporting standards to improve the relevance, comparability, and transparency of financial information in its consolidated financial statements.  This is accomplished by requiring all entities, except not-for-profit organizations, that prepare consolidated financial statements to:

a)
clearly identify, label, and present ownership interests in subsidiaries held by parties other than the parent in the consolidated statement of financial position within equity, but separate from the parent’s equity;
b)
clearly identify and present both the parent’s and the noncontrolling’s interest attributable consolidated net income on the face of the consolidated statement of income;

 
F-14

 

EXTREME MOBILE COATINGS WORLDWIDE CORP.
(A DEVELOPMENT STAGE COMPANY)
NOTES TO FINANCIAL STATEMENTS
SEPTEMBER 30, 2009, AND 2008

c)
consistently account for changes in parent’s ownership interest while the parent retains it controlling financial interest in subsidiary and for all transactions that are economically similar to be accounted for similarly;
d)
measure of any gain, loss, or retained noncontrolling equity at fair value after a subsidiary is deconsolidated; and
e)
provide sufficient disclosures that clearly identify and distinguish between the interests of the parent and the interests of the noncontrolling owners.

This statement also clarifies that a noncontrolling interest in a subsidiary is an ownership interest in the consolidated entity that should be reported as equity in the consolidated financial statements.  SFAS No. 160 is effective for fiscal years and interim periods on or after December 15, 2008.  The management of the Company does not expect the adoption of this pronouncement to have a material impact on its financial statements.

In March 2008, the FASB issued FASB Statement No. 161, “Disclosures about Derivative Instruments and Hedging Activities – an amendment of FASB Statement 133” (“SFAS No. 161”).  SFAS No. 161 enhances required disclosures regarding derivatives and hedging activities, including enhanced disclosures regarding how:  (a) an entity uses derivative instruments; (b) derivative instruments and related hedged items are accounted for under SFAS No. 133, “Accounting for Derivative Instruments and Hedging Activities”; and (c) derivative instruments and related hedged items affect an entity’s financial position, financial performance, and cash flows.  Specifically, SFAS No. 161 requires:

 
Disclosure of the objectives for using derivative instruments be disclosed in terms of underlying risk and accounting designation;
 
Disclosure of the fair values of derivative instruments and their gains and losses in a tabular format;
 
Disclosure of information about credit-risk-related contingent features; and
 
Cross-reference from the derivative footnote to other footnotes in which derivative-related information is disclosed.

SFAS No. 161 is effective for fiscal years and interim periods beginning after November 15, 2008.  Earlier application is encouraged.  The management of the Company does not expect the adoption of this pronouncement to have a material impact on its financial statements.

In May 2008, the FASB issued FASB Statement No. 162, “The Hierarchy of Generally Accepted Accounting Principles” (“SFAS No. 162”).  SFAS No. 162 identifies the sources of accounting principles and the framework for selecting the principles used in the preparation of financial statements of nongovernmental entities that are presented in conformity with generally accepted accounting principles in the United States of America.  The sources of accounting principles that are generally accepted are categorized in descending order as follows:

a)
FASB Statements of Financial Accounting Standards and Interpretations, FASB Statement 133 Implementation Issues, FASB Staff Positions, and American Institute of Certified Public Accountants (AICPA) Accounting Research Bulletins and Accounting Principles Board Opinions that are not superseded by actions of the FASB.

 
F-15

 

EXTREME MOBILE COATINGS WORLDWIDE CORP.
(A DEVELOPMENT STAGE COMPANY)
NOTES TO FINANCIAL STATEMENTS
SEPTEMBER 30, 2009, AND 2008

b)
FASB Technical Bulletins and, if cleared by the FASB, AICPA Industry Audit and Accounting Guides and Statements of Position.

c)
AICPA Accounting Standards Executive Committee Practice Bulletins that have been cleared by the FASB, consensus positions of the FASB Emerging Issues Task Force (EITF), and the Topics discussed in Appendix D of EITF Abstracts (EITF D-Topics).

d)
Implementation guides (Q&As) published by the FASB staff, AICPA Accounting Interpretations, AICPA Industry Audit and Accounting Guides and Statements of Position not cleared by the FASB, and practices that are widely recognized and prevalent either generally or in the industry.

SFAS No. 162 is effective 60 days following the SEC’s approval of the Public Company Accounting Oversight Board amendment to its authoritative literature.  It is only effective for nongovernmental entities; therefore, the GAAP hierarchy will remain in SAS 69 for state and local governmental entities and federal governmental entities.  The management of the Company does not expect the adoption of this pronouncement to have a material impact on its financial statements.

On May 26, 2008, the FASB issued FASB Statement No. 163, “Accounting for Financial Guarantee Insurance Contracts” (“SFAS No. 163”).  SFAS No. 163 clarifies how FASB Statement No. 60, “Accounting and Reporting by Insurance Enterprises” (“SFAS No. 60”), applies to financial guarantee insurance contracts issued by insurance enterprises, including the recognition and measurement of premium revenue and claim liabilities.  It also requires expanded disclosures about financial guarantee insurance contracts.

The accounting and disclosure requirements of SFAS No. 163 are intended to improve the comparability and quality of information provided to users of financial statements by creating consistency.  Diversity exists in practice in accounting for financial guarantee insurance contracts by insurance enterprises under SFAS No. 60.  That diversity results in inconsistencies in the recognition and measurement of claim liabilities because of differing views about when a loss has been incurred under FASB Statement No. 5, “Accounting for Contingencies” (“SFAS No. 5”).  SFAS No. 163 requires that an insurance enterprise recognize a claim liability prior to an event of default when there is evidence that credit deterioration has occurred in an insured financial obligation.  It also requires disclosure about (a) the risk-management activities used by an insurance enterprise to evaluate credit deterioration in its insured financial obligations and (b) the insurance enterprise’s surveillance or watch list.

SFAS No. 163 is effective for financial statements issued for fiscal years beginning after December 15, 2008, and all interim periods within those fiscal years, except for disclosures about the insurance enterprise’s risk-management activities.  Disclosures about the insurance enterprise’s risk-management activities are effective the first period beginning after issuance of SFAS No. 163.  Except for those disclosures, earlier application is not permitted.  The management of the Company does not expect the adoption of this pronouncement to have material impact on its financial statements.
 
 
F-16

 

EXTREME MOBILE COATINGS WORLDWIDE CORP.
(A DEVELOPMENT STAGE COMPANY)
NOTES TO FINANCIAL STATEMENTS
SEPTEMBER 30, 2009, AND 2008

On May 22, 2009, the FASB issued FASB Statement No. 164, “Not-for-Profit Entities: Mergers and Acquisitions” (“SFAS No. 164”).  SFAS 164 is intended to improve the relevance, representational faithfulness, and comparability of the information that a not-for-profit entity provides in its financial reports about a combination with one or more other not-for-profit entities, businesses, or nonprofit activities.  To accomplish that, this Statement establishes principles and requirements for how a not-for-profit entity:

 
a.
Determines whether a combination is a merger or an acquisition.
 
b.
Applies the carryover method in accounting for a merger.
 
c.
Applies the acquisition method in accounting for an acquisition, including determining which of the combining entities is the acquirer.
 
d.
Determines what information to disclose to enable users of financial statements to evaluate the nature and financial effects of a merger or an acquisition.

This Statement also improves the information a not-for-profit entity provides about goodwill and other intangible assets after an acquisition by amending FASB Statement No. 142, Goodwill and Other Intangible Assets, to make it fully applicable to not-for-profit entities.

SFAS 164 is effective for mergers occurring on or after December 15, 2009, and acquisitions for which the acquisition date is on or after the beginning of the first annual reporting period beginning on or after December 15, 2009.  Early application is prohibited.  Management of the Company does not expect the adoption of this pronouncement to have material impact on its financial statements.

On May 28, 2009, the FASB issued FASB Statement No. 165, “Subsequent Events” (“SFAS No. 165”).  SFAS 165 establishes general standards of accounting for and disclosure of events that occur after the balance sheet date but before financial statements are issued or are available to be issued.  Specifically, SFAS 165 provides:

 
1.
The period after the balance sheet date during which management of a reporting entity should evaluate events or transactions that may occur for potential recognition or disclosure in the financial statements.
 
2.
The circumstances under which an entity should recognize events or transactions occurring after the balance sheet date in its financial statements.
 
3.
The disclosures that an entity should make about events or transactions that occurred after the balance sheet date.

In accordance with this Statement, an entity should apply the requirements to interim or annual financial periods ending after June 15, 2009.  Management of the Company does not expect the adoption of this pronouncement to have material impact on its financial statements.

In June 2009, the FASB issued FASB Statement No. 166, “Accounting for Transfers of Financial Assets – an amendment of FASB Statement No. 140” (“SFAS No. 166”).  SFAS No. 166 is a revision to FASB Statement No. 140 “Accounting for Transfers and Servicing of Financial Assets and Extinguishment of Liabilities” and will require more information about transfers of financial assets, including securitization transactions, and where companies have continuing exposure to the risks related to transferred financial assets.  It eliminates the concept of a “qualifying special-purpose entity,” changes the requirements for derecognizing financial assets, and requires additional disclosures.

 
F-17

 

EXTREME MOBILE COATINGS WORLDWIDE CORP.
(A DEVELOPMENT STAGE COMPANY)
NOTES TO FINANCIAL STATEMENTS
SEPTEMBER 30, 2009, AND 2008

This statement is effective for financial asset transfers occurring after the beginning of an entity's first fiscal year that begins after November 15, 2009.  Management of the Company does not expect the adoption of this pronouncement to have a material impact on its financial statements.

In June 2009, the FASB issued FASB Statement No. 167, "Amendments to FASB Interpretation No. 46(R)" (“SFAS No. 167”).  SFAS No. 167 amends certain requirements of FASB Interpretation No.  46(R), “Consolidation of Variable Interest Entities” and changes how a company determines when an entity that is insufficiently capitalized or is not controlled through voting (or similar rights) should be consolidated.  The determination of whether a company is required to consolidate an entity is based on, among other things, an entity’s purpose and design and a company’s ability to direct the activities of the entity that most significantly impact the entity’s economic performance.

This statement is effective as of the beginning of each reporting entity’s first annual reporting period that begins after November 15, 2009.  Management of the Company does not expect the adoption of this pronouncement to have a material impact on its financial statements.

In June 2009, the FASB issued FASB Statement No. 168, "The FASB Accounting Standards Codification and the Hierarchy of Generally Accepted Accounting Principles - a replacement of FASB Statement No. 162" ("SFAS No. 168").  SFAS No. 168 establishes the FASB Accounting Standards Codification (the "Codification") to become the single official source of authoritative, nongovernmental U.S. generally accepted accounting principles (“GAAP”).  The Codification did not change GAAP but reorganizes the literature.

SFAS No.168 is effective for interim and annual periods ending after September 15, 2009.  Management of the Company does not expect the adoption of this pronouncement to have a material impact on its financial statements.

(11)           Subsequent Events

   Stock Issuance

On October 9, 2009, the Company issued 1,250,000 shares of common stock (post forward stock split) to M. David Sayid for legal services.

On October 9, 2009, the Company issued 6,000,000 shares of common stock (post forward stock split) to Concord Resources LLC for consulting services.

 
F-18

 

EXTREME MOBILE COATINGS WORLDWIDE CORP.
(A DEVELOPMENT STAGE COMPANY)
NOTES TO FINANCIAL STATEMENTS
SEPTEMBER 30, 2009, AND 2008

On October 9, 2009, the Company issued 3,000,000 shares of common stock (post forward stock split) to Triumph Small Cap Fund, Inc. for consulting services.

On October 9, 2009, the Company issued 3,500,000 shares of common stock (post forward stock split) to Simcar Holdings for consulting services.

On November 9, 2009, the Company issued 6,000,000 shares of common stock (post forward stock split) to Serpent Holdings, LLC to relieve a debt the Company owed to Serpent Holdings, LLC.

On October 26, 2009, the Company entered into an agreement with Imperial Consulting Network, Inc. whereby Imperial Consulting Network, Inc. agreed to provide advisory and consulting services to the Company.  On November 12, 2009, the Company issued 3,500,000 shares of common stock (post forward stock split) to Imperial Consulting Network, Inc. for such services.

 
F-19

 
 
ITEM 2. MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS

Forward-Looking Information

You should read the following discussion and analysis together with the  audited financial statements and related notes appearing elsewhere in this Report. This discussion and analysis contains forward-looking statements that involve risks, uncertainties, and assumptions. The actual results may differ materially from those anticipated in these forward-looking statements as a result of certain factors, including, but not limited to, those presented under "Risk Factors" in our Report on form 10-K for the fiscal year ended December 31, 2008 or elsewhere in this Report.

Overview

We were incorporated on July 28, 2004 to provide quality sports and event related content and services to the Middle Eastern Markets across the mobile phone network, and receive revenues through joint ventures and other licensing arrangements.  We did not generate any revenues from these activities.

On September 16, 2008, we acquired all of the outstanding shares of Extreme Mobile Coatings, Inc. (“Extreme”) pursuant to a share exchange transaction (the “Share Exchange”) in which we issued an aggregate 135,050,850 ordinary shares (post forward stock split) in exchange for all of the outstanding shares of common stock of Extreme.  Upon completion of the Share Exchange, our Board of Directors was reconstituted with designees of Extreme replacing our then current Board of Directors.  Further, upon the completion of the Share Exchange, we abandoned our prior business plan and the operations of Extreme acquired as a result of the Share Exchange became our sole line of business. The ordinary shares issued to the former shareholders of Extreme represented approximately 99% of  our outstanding ordinary shares after giving effect to the Share Exchange, and, as a result, the Share Exchange transaction was accounted for as a reverse acquisition with Extreme as the acquiring party and Extreme Mobile Coatings Worldwide Corp. (a United Kingdom company, then known as Falcon Media Services, Ltd.) as the acquired party. Accordingly, the historical financial information set forth in this report for the period prior to the Share Exchange is that of Extreme unless the context otherwise requires.

Extreme is a successor to A&C Coatings, LLC, a Delaware limited liability company formed in February 2007 and converted under Delaware law to a Delaware corporation in January 2008.  Extreme is a development stage company and has not achieved any revenues to date.  Extreme plans to offer franchise opportunities to operate mobile businesses that provide painting or coatings on various surfaces using a patented mobile system, which is licensed to Extreme by Xiom Corporation.  These coatings can be applied to various industrial surfaces to help reduce microbe levels, reduce the accumulation of barnacles on marine vessels, prevent slipping or prevent the adherence of graffiti, among other things.  The potential customer base that Extreme has identified to which such coatings may be marketed includes hospitals and other health care facilities, schools, day care centers, marinas and the food service industry.  Extreme also plans to operate a mobile coating business in and around Nicholasville, Kentucky through which Extreme markets its products and services to potential customers directly.

 
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Extreme plans to sell franchises in the states of Kentucky, Illinois, New York and California beginning in the third quarter of 2009, or thereabout.  Financial information pertaining to Extreme was included in the Form 8-K we filed with the Securities and Exchange Commission on September 17, 2008.  We have abandoned our original business plan and intend to operate Extreme as our sole line of business.

In March 2009, we changed our corporate domicile from the United Kingdom to Delaware pursuant to a share exchange transaction in which each of our outstanding ordinary shares was exchanged for five shares of Common Stock of Extreme Mobile Coatings Worldwide Corp., a Delaware corporation.

On May 27, 2009, we entered into a Letter of Intent to acquire 100% of the issued and outstanding shares of Cloudtech Sensors, Inc. (“Cloudtech”), an early-stage developer of handheld detectors that can discover and identify hundreds of biological, chemical, environmental and radioactive agents, then wirelessly relay crucial data to command-and-control centers for instant analysis and response.  On the execution of a definitive Agreement, each share of Cloudtech will receive one share of our common stock at the closing.  It is anticipated as part of the transaction that senior management of Cloudtech will assume some of the senior positions with Extreme.  The closing will be conditioned upon the effectiveness of a Registration Statement on Form S-4 that will be filed with the Securities and Exchange Commission to register the shares of Extreme that will be issued to Cloudtech's shareholders.

We will need to raise additional capital to pursue our business plan, expand our business and complete the acquisition of Cloudech.  No assurance can be given that we will be successful in raising additional capital
 
Results of Operations for the nine months ended September 30, 2009 and September 20, 2008

We achieved almost no revenues during either fiscal 2009 or 2008. General administrative expenses were $193,718 during the nine months ended September 30, 2009 compared to $276,289 during the nine months ended September 30, 2008.  The decrease was primarily due to a decrease in attorney fees, rent expense, and accounting fees that we paid.  We incurred a net loss of $342,003 during the nine months ended September 30, 2009 compared to a net loss of $306,357 during the nine months ended September 30, 2008.  The increase in the net loss was related to an increase in professional fees paid by common stock.  Our operating results in future periods are expected to differ materially in future periods if we are successful in raising the capital necessary to pursue our business plan.

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Liquidity and Capital Resources

We had only $3,113 of cash at September 30, 2009, and will rely on the business acquired in connection with the acquisition of Extreme to support future operations.
 
We have funded our operations to date through loans and equity contributions made by our founders and will require additional funds to begin to implement our business plan.  Our need for funds will increase as we increase the scope of our development and marketing activities in Kentucky, Illinois, New York and California, and potentially in other markets.

In March 2007, we obtained a term loan from Central Bank FSB to finance the purchase of certain construction equipment which we intended to use in a business unrelated to our mobile coating business.  We are seeking to obtain clear title to the equipment for the purpose of selling the equipment to recover sufficient funds to repay the bank loan.  As of September 30, 2009, $235,033 was outstanding under the loan, which is secured by all of the assets of Extreme, including the equipment that was the subject of the transaction, as well as 146,785 shares of XIOM common stock.  No assurance can be given that we will be successful in obtaining clear title to the equipment or selling the equipment for a sufficient amount to fully repay the bank loan.

We plan to finance our capital needs primarily through the proceeds from the sale of debt and/or equity securities.  In addition, in April 2008, Extreme issued a promissory note to XIOM Corp. pursuant to which Extreme may borrow up to $150,000 from XIOM.  A payment of $35,000 was due to XIOM under the note in June 2008, but was not paid.  As of September 30, 2009, $108,500 was due under the note, which was due in full on April 28, 2009, bears interest at a rate of 5% per annum and remains unpaid. On April 20, 2009, we extended the promissory note with XIOM to April 30, 2010. 

Our working capital and capital requirements will depend on several factors, including the level of resources that we devote to the development and marketing of our franchise opportunities and services.

Our financial statements are prepared on a going concern basis, which assumes that we will realize our assets and discharge our liabilities in the normal course of business.  At September 30, 2009, we had a working capital deficit of $858,672, stockholders’ deficit of $914,645 and an outstanding balance of long-term debt of $153,197.  Our financial condition as of September 30, 2009 raises doubt as to our ability to continue our normal business operations as a going concern.  A failure to raise additional capital will have a material adverse effect on our business and prospects.

Off-Balance Sheet Arrangements

We are not a party to any off-balance sheet arrangements, and we do not engage in trading activities involving non-exchange traded contracts. In addition, we do not have any financial guarantees, debt or lease agreements or other arrangements that could trigger a requirement for an early payment or that could change the value of ours assets.
 
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ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISKS

Inapplicable as we are a smaller reporting company.
 
ITEM 4. CONTROLS AND PROCEDURES

Disclosure Controls and Procedures
 
Under the supervision and with the participation of management, including our Chief Executive Officer and our Chief Financial Officer, we have evaluated the effectiveness of the design and operation of our disclosure controls and procedures.  Disclosure controls and procedures are controls and procedures that are designed to ensure that information required to be disclosed in our reports filed or submitted under the Securities Exchange Act of 1934 (“Exchange Act”) is recorded, processed, summarized and reported within the time periods specified in the SEC’s rules and forms.  Based on this evaluation, our Chief Executive Officer and Chief Financial Officer have concluded that our disclosure controls and procedures were effective as of the end of the period covered by this report.

Changes in Internal Controls over Financial Reporting

Our management, with the participation of our Chief Executive Officer and Chief Financial Officer, performed an evaluation as to whether any change in the internal controls over financial reporting (as defined in Rules 13a-15 and 15d-15 under the Exchange Act occurred during the period covered by this report. Based on that evaluation, management and the Chief Executive Officer/Chief Financial Officer concluded that no change occurred in the internal controls over financial reporting during the period covered by this report that materially affected, or is reasonably likely to materially affect, the internal controls over financial reporting.

Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements and even when determined to be effective, can only provide reasonable assurance with respect to financial statement preparation and presentation.  Also, projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate.
 
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PART II - OTHER INFORMATION

ITEM 1.  LEGAL PROCEEDINGS

None

ITEM 1A.  RISK FACTORS

There have been no material changes to the risk factors disclosed in our Report on Form 10-K for the year ended December 31, 2008.
 
ITEM 2.  UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS

None
 
ITEM 3.  DEFAULTS UPON SENIOR SECURITIES

None
 
ITEM 4.  SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS

None
 
ITEM 5.  OTHER INFORMATION

None
 
ITEM 6.  EXHIBITS

Index to Exhibits

Exhibit
 
Description of Exhibit
2.1 (1)
 
Share Exchange Agreement among the Registrant, Extreme Mobile Coatings, Inc. and the stockholders of Extreme Mobile Coatings, Inc.
3.1 (4)
 
Certificate of Incorporation of the Registrant, as amended
3.2 (4)
 
Bylaws of the Registrant, as amended
10.1 (1)
 
Master License Agreement between Xiom Corp. and Extreme Mobile Coatings, Inc.
10.2 (1)
 
First Amendment to Master License Agreement between Xiom Corp. and Extreme Mobile Coatings, Inc.
10.3 (1)
 
Consulting Agreement dated as of March 1, 2008 between Extreme Mobile Coatings, Inc. and Scott R. Hamann, M.D.
31.1 (5)
 
Certification of Principal Executive Officer Pursuant to Exchange Act Rule 13A-14(A)/15D-14(A) as Adopted Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002
31.2 (5)
 
Certification of Principal Financial Officer Pursuant to Exchange Act Rule 13A-14(A)/15D-14(A) as Adopted Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002
32.1 (5)
 
Certification of Principal Executive Officer Pursuant to 18 U.S.C. Section 1350, as Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002
32.2 (5)
  
Certification of Principal Financial Officer Pursuant to 18 U.S.C. Section 1350, as Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002
 
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__________                                          
 
(1)
Incorporated by reference to similarly numbered exhibit to the Form 8-K filed by the Registrant with the Securities and Exchange Commission on September 17, 2008.
 
(2)
Incorporated by reference to similarly numbered exhibit to the Form SB-2 filed by the Registrant with the Securities and Exchange Commission on January 2, 2008.

 
(3)
Incorporated by reference to similarly numbered exhibit to the Form 8-K filed by the Registrant with the Securities and Exchange Commission on September 18, 2008.
 
(4)
Incorporated by reference to similarly numbered exhibit to the Form 10-K filed by the Registrant with the Securities and Exchange Commission on April 24, 2009.
 
(5)
Attached hereto
 
Signatures

Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the Registrant has duly caused this Report to be signed on behalf of the undersigned thereunto duly authorized on May 15, 2009.
 
 
Extreme Mobile Coatings Worldwide Corp.
     
Date: December 4, 2009
By:
/s/ Charles Woodward
 
Charles Woodward, President and CEO
     
Date: December 4, 2009
By:
/s/ Michael Wade
 
Michael Wade
 
Chief Financial Officer

 
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