10-Q 1 v186412_10q.htm Unassociated Document
UNITED STATES SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549

FORM 10-Q

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

 For the quarterly period ended March 31, 2010

¨ 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)


(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
x
(Do not check if a smaller reporting company)

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

The number of shares of common stock of the issuer outstanding as of May 24, 2010 was 323,581,568 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 March 31, 2010, and
   
                      December 31, 2009
 
F-2
     
           Statements of Operations for the three months ended March 31, 2010,
   
                      and 2009,and Cumulative from Inception
 
F-3
     
           Statements of Cash Flows for the three months ended March 31, 2010,
   
                      and 2009, and Cumulative from Inception
 
F-4
     
           Notes to the Financial Statements March 31, 2010, and 2009
 
F-6
     
Item 2.   Management’s Discussion and Analysis of Financial Condition and Results of Operations
 
3
     
Item 3.   Quantitative and Qualitative Disclosures About Market Risks
 
11
     
Item 4.   Controls and Procedures
 
11
     
Part II – Other Information
   
     
Item 1.   Legal Proceedings
 
12
     
Item 1A.  Risk Factors
 
12
     
Item 2.   Unregistered Sales of Equity Securities and Use of Proceeds
 
12
     
Item 3.   Defaults Upon Senior Securities
 
12
     
Item 4.   Submission of Matters to a Vote of Security Holders
 
12
     
Item 5.   Other Information
 
12
     
Item 6.   Exhibits
 
12
 
 
2

 
 
ITEM 1.  UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS

EXTREME MOBILE COATINGS WORLDWIDE CORP.
(A DEVELOPMENT STAGE COMPANY)
INDEX TO FINANCIAL STATEMENTS
MARCH 13, 2010, AND 2009
(Unaudited)

Financial Statements-
   
     
Balance Sheets as of March 31, 2010, and December 31, 2009
 
F-2
     
Statements of Operations for the Three Months Ended
   
March 31, 2010, and 2009, and Cumulative from Inception
 
F-3
     
Statements of Cash Flows for the Three Months Ended March 31, 2010,
   
and 2009, and Cumulative from Inception
 
F-4
     
Notes to Financial Statements March 31, 2010, and 2009
 
F-6
 
 
F-1

 

EXTREME MOBILE COATINGS WORLDWIDE CORP.
(A DEVELOPMENT STAGE COMPANY)
BALANCE SHEETS (NOTE 2)
AS OF MARCH 31, 2010, AND DECEMBER 31, 2009
(Unaudited)

   
As of
   
As of
 
   
March 31,
   
December 31,
 
   
2010
   
2009
 
             
ASSETS
           
             
Current Assets:
           
Cash in bank
  $ -     $ 1,780  
Accounts receivable – Trade
    2,301       1,675  
Prepaid expenses - Consulting and rent
    -       5,667  
Total current assets
    2,301       9,122  
Property and Equipment:
               
Office and computer equipment
    13,682       13,682  
Trailer
    34,200       34,200  
      47,882       47,882  
Less - Accumulated depreciation
    (19,280 )     (16,936 )
Net property and equipment
    28,602       30,946  
Other Assets:
               
License agreement (net of accumulated amortization of $8,364 and $7,703, in 2010, and 2009, respectively)
    43,559       44,220  
Trademark (net of accumulated amortization of $599 and $509 in 2010 and 2009, respectively)
    960       1,050  
Total other assets
    44,519       45,270  
Total Assets
  $ 75,422     $ 85,338  
                 
LIABILITIES AND STOCKHOLDERS' (DEFICIT)
               
                 
Current Liabilities:
               
Checks in excess of bank balance
  $ 4,842     $ -  
Current portion of bank loan
    85,305       83,517  
Accounts payable - Trade
    142,754       134,146  
Accrued liabilities
    226,242       352,608  
Due to related parties - Directors and stockholders
    547,782       495,002  
Promissory note - Environmental Infrastructure Holdings Corp. (formerly XIOM Corp.) - Related party
    50,000       158,500  
Short-term loan
    100,000       50,000  
Total current liabilities
    1,156,925       1,273,773  
Long-term Debt, less current portion:
               
Bank loan
    116,831       138,495  
Total long-term debt
    116,831       138,495  
Total liabilities
    1,273,756       1,412,268  
Commitments and Contingencies
               
Stockholders' (Deficit):
               
Common stock, $0.0001 par value, 1,000,000,000 shares authorized; 271,581,572 and 214,509,350 shares issued and outstanding in 2010, and 2009, respectively
    27,158       21,451  
Additional paid-in capital
    1,111,764       468,972  
(Deficit) accumulated during the development stage
    (2,337,256 )     (1,817,353 )
Total stockholders' (deficit)
    (1,198,334 )     (1,326,930 )
Total Liabilities and Stockholders' (Deficit)
  $ 75,422     $ 85,338  
 
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 MONTHS ENDED MARCH 31, 2010, AND 2009,
AND CUMULATIVE FROM INCEPTION (JULY 28, 2004) THROUGH MARCH 31, 2010
(Unaudited)

   
For Three Months Ended
   
Cumulative
 
   
March 31,
   
From
 
   
2010
   
2009
   
Inception
 
Revenues
  $ 4,335     $ 1,150     $ 24,730  
Expenses:
                       
General and administrative
    302,922       51,459       1,266,447  
Professional fees paid by common stock
    212,000       -       619,621  
Depreciation and amortization
    3,094       2,485       28,241  
Total expenses
    518,016       53,944       1,914,309  
(Loss) from Operations
    (513,681 )     (52,794 )     (1,889,579 )
Other Income (Expense):
                       
Interest (expense)
    (6,222 )     (8,144 )     (90,876 )
(Loss) on asset purchase agreement
    -       -       (356,801 )
Total Other Income (Expense)
    (6,222 )     (8,144 )     (447,677 )
Provision for Income Taxes
    -       -       -  
Net (Loss)
  $ (519,903 )   $ (60,937 )   $ (2,337,256 )
(Loss) Per Common Share:
                       
(Loss) per common share - Basic
  $ (0.00 )   $ (0.00 )        
(Loss) per common share - Diluted
  $ (0.00 )   $ (0.00 )        
Weighted Average Number of Common Shares
                       
Outstanding - Basic
    244,374,535       180,080,183          
Outstanding - Diluted
    255,930,091       180,080,183          

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 THREE MONTHS ENDED MARCH 31, 2010, AND 2009,
AND CUMULATIVE FROM INCEPTION (JULY 28, 2004) THROUGH MARCH 31, 2010
(Unaudited)

   
For the Three Months Ended
   
Cumulative
 
   
March 31,
   
From
 
   
2010
   
2009
   
Inception
 
Operating Activities:
                 
Net (loss)
  $ (519,903 )   $ (60,937 )   $ (2,337,256 )
Adjustments to reconcile net (loss) to net cash
                       
(used in) operating activities:
                       
Depreciation and amortization
    3,094       2,484       28,242.00  
Loss on asset purchase agreement
    -       -       356,801.00  
Impact of recapitalization from reverse merger
    -       -       54,797.00  
Common stock issued for services and compensation
    212,000       50,000       619,621.00  
Stock-based compensation for issued stock options
    328,000       -       328,000.00  
Changes in net assets and liabilities-
                       
Accounts receivable - Trade
    (626 )     -       (2,301.00 )
Prepaid expenses
    5,667       (41,667 )     -  
Security deposit and other
    -       3,330       -  
Accounts payable - Trade
    8,608       2,576       142,754.00  
Accrued liabilities
    (126,366 )     22,754       226,242.00  
Net Cash (Used in) Provided by Operating Activities
    (89,526 )     (21,460 )     (583,100 )
Investing Activities:
                       
Purchases of equipment
    -       -       (47,882 )
Asset purchase agreement
    -       -       (360,000 )
Partial repayment of purchase price - Asset purchase agreement
    -       -       3,199  
License agreement
    -       -       (25,000 )
Trademark
    -       -       (1,559 )
Net Cash (Used in) Investing Activities
    -       -       (431,242 )
Financing Activities:
                       
Proceeds from bank loan
    -       -       400,000  
Payments of principal on bank loan
    (19,876 )     (18,219 )     (197,864 )
Checks in excess of bank balance
    4,842       52       4,842  
Issuance of common stock for cash
    -       -       1,082  
Proceeds from promissory note - EIHC - Related Party
    -       -       158,500  
Proceeds from loans from unrelated party
    -       -       7,675  
Payments on loans from unrelated party
    -       -       (7,675 )
Proceeds from loans from related parties - Directors and stockholders
    52,780       37,878       561,282  
Payments on loans from related parties - Directors and stockholders
    -       -       (13,500 )
Proceeds from short-term loan
    50,000       -       100,000  
Net Cash Provided by Financing Activities
    87,746       19,711       1,014,342  
Net Increase (Decrease) in Cash
    (1,780 )     (1,749 )     -  
Cash - Beginning of Period
    1,780       1,749       -  
Cash - End of Period
  $ -     $ -     $ -  
                         
Supplemental Disclosure of Cash Flow Information:
                       
Cash paid during the period for:
                       
Interest
  $ 4,820     $ -     $ 82,256  
Income taxes
  $ -     $ -     $ -  
 
The accompanying notes to financial statements are
an integral part of these statements.

 
F-4

 

EXTREME MOBILE COATINGS WORLDWIDE CORP.
(A DEVELOPMENT STAGE COMPANY)
SUPPLEMENTAL NONCASH INVESTING AND FINANCING ACTIVITIES
FOR THE THREE MONTHS ENDED MARCH 31, 2010, AND 2009,
AND CUMULATIVE FROM INCEPTION (JULY 28, 2004) THROUGH MARCH 31, 2010
(Unaudited)

Supplemental Information of Noncash Investing and Financing Activities:

Effective February 2, 2007, the Company issued 45,119,260 shares of its common stock (post forward stock split) in connection with a master licensing agreement with Environmental Infrastructure Holdings Corp. (fka 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 acc

On February 9, 2009, the Company issued 1,500,000 shares of common stock (post forward stock split) for professional services valued at $50,000.

On June 19, 2009, the Company issued 550,000 shares of common stock (post forward stock split) for professional services valued at $84,121.

On August 20, 2009, the Company issued 10,062,500 shares of common stock (post forward stock split) for professional services valued at $78,000.

On October 9, 2009, the Company issued 13,750,000 shares of common stock (post forward stock split) for professional services valued at $75,000.

On November 9, 2009, the Company issued 6,000,000 shares of common stock (post forward stock split) for professional services valued at $48,000.

On November 12, 2009, the Company issued 3,500,000 shares of common stock (post forward stock split) for professional services valued at $17,500.

On January 22, 2010, the Company issued 8,000,000 shares of common stock (post forward stock split) for consulting services valued at $40,000.

On January 27, 2010, the Company issued 750,000 shares of common stock (post forward stock split) to an employee and to an officer as compensation for services valued at $75,000.

On February 1, 2010, the Company issued 13,900,000 shares of common stock (post forward stock split) for consulting services valued at $69,500.

On February 1, 2010, the Company issued 4,000,000 shares of common stock (post forward stock split) to a Director and officer as compensation for services valued at $20,000.

On February 12, 2010, the Company issued 11,000,000 shares of common stock (post forward stock split) as payment of $55,000 on a promissory note.

On February 25, 2010, the Company issued 1,500,000 shares of common stock (post forward stock split) for consulting services valued at $7,500.

On March 4, 2010, the Company issued 10,700,000 shares of common stock (post forward stock split) as payment of $53,500 on a promissory note.

On March 11, 2010, a Director of the Company exercised 10,000,000 options in a cashless transaction, and was issued 7,222,222 shares of common stock (post forward stock split) valued at $82,000.

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

 
F-5

 

(1) 
Summary of Significant Accounting Policies

   Basis of Presentation and Organization

Extreme Mobile Coatings Worldwide Corp. (“Extreme” or the “Company”) is a Delaware 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 Environmental Infrastructure Holdings Corp. (“EIHC” and formerly XIOM Corp.)  The accompanying financial statements of the Company were prepared from the accounts of the Company under the accrual basis of accounting.


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.

 
F-6

 

   Unaudited Interim Financial Statements

The interim financial statements of Extreme as of March 31, 2010, and December 31, 2009, and for the three month periods ended March 31, 2010, and 2009, 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 month periods then ended.  The balance sheet as of December 31, 2009, 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, 2009, 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, 2009.  The results of operations for the three months ended March 31, 2010, and 2009, 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
5-10 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-7

 
 
   Trademark

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 three months ended March 31, 2010, and 2009, 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

   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 FASB Statement No. 109 (FASB ASC Topic 740), “Accounting for Income Taxes”. Under SFAS No. 109 (FASB ASC Topic 740), 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-8

 

   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 March 31, 2010, and December 31, 2009, 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 March 31, 2010, and December 31, 2009, 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 March 31, 2010, and December 31, 2009, and revenues and expenses for the three months ended March 31, 2010, and 2009, and cumulative from inception.  Actual results could differ from those estimates made by management.

 
F-9

 

(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 EIHC.  Initial activities of the Company through March 31, 2010, 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 EIHC, a related party Delaware corporation.  EIHC 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, valued at $26,923 in exchange for the License Agreement, and incurred $25,000 in legal fees.

 
F-10

 

(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 March 31, 2010, and December 31, 2009, the Company owed $202,136, and $222,012, respectively, on the loan from Central Bank FSG related to the Asset Purchase Agreement.

On March 11, 2010, the Company entered into a Asset Purchase Agreement with Reflectkote, Inc. (“Reflectkote”), dated March 10, 2010, wherein Reflectkote sold certain assets and liabilities to the Company, whereby the Company assumed the Liabilities, as well as the obligation to issue 50,000,000 shares of common stock of the Company to the shareholders of Reflectkote as a stock dividend, after the effectiveness of a Registration Statement on Form S-4. As of the filing of these financial statements this agreement has not closed.

(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 March 31, 2010, and December 31, 2009, the Company owed to stockholders and Directors of the Company $547,782 and $495,002, 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 EIHC, a stockholder of the Company.  Per the terms of the Note, EMC may borrow up to $150,000 from EIHC, at an annual interest rate of 5 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 was to be paid by the Company by April 28, 2009.  On April 20, 2009, Extreme extended the Note with EIHC to April 30, 2010.  On November 14, 2009, EIHC issued a temporary amendment to the Note allowing the limit of the Note to temporarily increase from $150,000 to $158,500.  On February 12, 2010, the Company issued 11,000,000 shares of common stock (post forward stock split) to EIHC as a principal payment of $55,000 on the Note.  On March 4, 2010, the Company issued 10,700,000 shares of common stock (post forward stock split) to EIHC as a principal payment of $53,500 on the Note.  As of March 31, 2010, and December 31, 2009, $50,000, and $158,500, respectively, had been borrowed from EIHC under the terms of the Note.

 
F-11

 

(6)
Income Taxes

The provision (benefit) for income taxes for the three months ended March 31, 2010, and 2009 were as follows (assuming a 23.7 percent effective tax rate):

   
Three Months Ended
 
   
March 31,
 
   
2010
   
2009
 
Federal and state-
           
Taxable income
  $ -     $ -  
Total current tax provision
  $ -     $ -  
Federal and state-
               
Loss carryforwards
  $ 123,217     $ 14,442  
Change in valuation allowance
    (123,217 )     (14,442 )
Total deferred tax provision
  $ -     $ -  

The Company had deferred income tax assets as of March 31, 2010, and December 31, 2009, as follows:

   
2010
   
2009
 
Loss carryforwards
  $ 454,007     $ 330,790  
Less - Valuation allowance
    (454,007 )     (330,790 )
Total net deferred tax assets
  $ -     $ -  

The Company provided a valuation allowance equal to the deferred income tax assets for the three months ended March 31, 2010, and 2009, because it is not presently known whether future taxable income will be sufficient to utilize the loss carryforwards.

As of March 31, 2010, and December 31, 2009, the Company had approximately $1,915,639 and $1,395,736 in tax loss carryforwards that can be utilized in future periods to reduce taxable income, and begin to expire in the year 2028.

 
F-12

 
 
(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.

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).

   
As of
   
As of
 
   
March 31,
   
December 31,
 
   
2010
   
2009
 
Bank loan, monthly payments through April 17, 2012; interest at 8.50% per annum; secured
  $ 202,136     $ 222,012  
Promissory note, due on April 28, 2010, interest at 5.0% per annum; unsecured
    50,000       158,500  
      252,136       380,512  
Less - Current portion
    (135,305 )     (83,517 )
Long-term portion
  $ 116,831     $ 296,995  

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

Twelve Months Ending March 31,
 
Amount
 
2011
    92,948  
2012
    23,883  
Total
  $ 116,831  
 
(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-13

 

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, 613,867 of such shares 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-14

 

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 $84,121.

On August 20, 2009, the Company issued 10,062,500 shares of common stock (post forward stock split) for professional services valued at $78,000.

On October 9, 2010, the Company issued 13,750,000 shares of common stock (post forward stock split) for professional services valued at $75,000.

On November 9, 2010, the Company issued 6,000,000 shares of common stock (post forward stock split) for professional services valued at $48,000.

On November 12, 2010, the Company issued 3,500,000 shares of common stock (post forward stock split) for consulting services valued at $17,500.

On January 28, 2010, the Company increased the amount of authorized shares of common stock from 500,000,000 shares (post forward stock split) with a par value of $.0001 per share to 1,000,000,000 shares (post forward stock split) with a par value of $.0001 per share.

On January 22, 2010, the Company issued 8,000,000 shares of common stock (post forward stock split) for consulting services related to the reverse merger.  The services were valued at $40,000.

 
F-15

 

On January 27, 2010, the Company issued 750,000 shares of common stock (post forward stock split) to an officer of the Company as compensation for services rendered valued at $75,000.

On January 27, 2010, the Company filed an S-8 registration statement in order to register 25,000,000 shares of the Company’s common stock (post forward stock split) issuable under the 2010 Employee and Consultant Stock Plan.

On February 1, 2010, the Company issued 13,900,000 shares of common stock (post forward stock split) for consulting services valued at $69,500.

On February 1, 2010, the Company issued 4,000,000 shares of common stock (post forward stock split) to a Director and officer of the Company as compensation for services rendered valued at $20,000.

On February 12, 2010, the Company issued 11,000,000 shares of common stock (post forward stock split) to EIHC as a principal payment of $55,000 on the promissory note owed to EIHC.

On February 25, 2010, the Company issued 1,500,000 shares of common stock (post forward stock split) for consulting services valued at $7,500.

On March 4, 2010, the Company issued 10,700,000 shares of common stock (post forward stock split) to EIHC as a principal payment of $53,500 on the promissory note owed to EIHC.

On March 11, 2010, a Director of the Company exercised 10,000,000 options in a cashless transaction, and was issued 7,222,222 shares of common stock (post forward stock split) valued at $82,000

Stock Options

On February 8, 2010, the Company granted two members of the Company’s Board of Directors nonqualified stock options to purchase up to 20,000,000 shares each (40,000,000 combined shares) of the Company’s common stock, exercisable at a price of $0.005 per share. The fair value of each option granted has been estimated on the date of grant using the Black-Scholes pricing model, using the following assumptions:

   
2010
 
Risk Free Rate of Return
    1 %
Dividend Yield
    0 %
Volatility
    142 %
Average Expected Term (Years to Exercise)
    2.5  

 
F-16

 

A summary of the status of the options granted as of March 31, 2010, is as follows:

Outstanding - December 31, 2009
    -  
Granted
    40,000,000  
Exercised
    10,000,000  
Forfeited
    -  
Expired
    -  
Outstanding March 31, 2010
    30,000,000  

A summary of the status of options outstanding as of March 31, 2010, is presented as follows:

   
Weighted
                         
   
Range of
         
Weighted
   
Weighted
       
   
Average
         
Average
   
Average
       
   
Exercise
   
Number
   
Remaining
   
Exercise
   
Number
 
   
Prices
   
Outstanding
   
Life (Years)
   
Price
   
Exercisable
 
December 31, 2009
  $ -       -       -     $ -       -  
March 31, 2010
  $ 0.005       30,000,000       4.86     $ 0.005       30,000,000  

(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. According to the Consulting Agreement, the Company could terminate the hourly consulting services at any time.  The Company terminated the hourly consulting services of Mr. Hamann after two months of services.

On April 28, 2008, EMC entered into a promissory note (the “Note”) with EIHC, a stockholder of the Company.  Per the terms of the Note, EMC may borrow up to $150,000 from EIHC, at an annual interest rate of 5 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 was to be paid by the Company by April 28, 2009.  On April 20, 2009, Extreme extended the promissory note with EIHC to April 30, 2010.  On November 14, 2009, EIHC issued a temporary amendment to the note allowing the limit of the note to temporarily increase from $150,000 to $158,500. As of March 31, 2010, and December 31, 2009, $50,000, and $158,500, respectively, had been borrowed from EIHC under the terms of the Note.

 
F-17

 

(10)
Recent Accounting Pronouncements

In March 2008, the FASB issued FASB Statement No. 161 (FASB ASC 815), “Disclosures about Derivative Instruments and Hedging Activities – an amendment of FASB Statement 133.”  SFAS No. 161 (FASB ASC 815) 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 FASB 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 (FASB ASC 815) 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 (FASB ASC 815) 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.

On May 9, 2008, the FASB issued FASB Statement No. 162 (FASB ASC 105), “The Hierarchy of Generally Accepted Accounting Principles.”  SFAS No. 162 (FASB ASC 105) is intended to improve financial reporting by identifying a consistent framework, or hierarchy, for selecting accounting principles to be used in preparing financial statements that are presented in conformity with U.S. generally accepted accounting principles (“GAAP”) for nongovernmental entities.

Prior to the issuance of SFAS No. 162 (FASB ASC 105), GAAP hierarchy was defined in the American Institute of Certified Public Accountants (“AICPA”) Statement on Auditing Standards (“SAS”) No. 69, “The Meaning of Present Fairly in Conformity with Generally Accept Accounting Principles.”  SAS No. 69 has been criticized because it is directed to the auditor rather than the entity.  SFAS No. 162 (FASB ASC 105) addresses these issues by establishing that the GAAP hierarchy should be directed to entities because it is the entity (not the auditor) that is responsible for selecting accounting principles for financial statements that are presented in conformity with GAAP.

 
F-18

 

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

 
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 (FASB ASC 105) 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 (FASB ASC 944), “Accounting for Financial Guarantee Insurance Contracts—an interpretation of FASB Statement No. 60.”  SFAS No. 163 (FASB ASC 944) 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 (FASB ASC 944) 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 (FASB ASC 944) 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.

 
F-19

 

SFAS No. 163 (FASB ASC 944) 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 (FASB ASC 944).  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.
 
On May 22, 2009, the FASB issued FASB Statement No. 164 (FASB ASC 958), “Not-for-Profit Entities: Mergers and Acquisitions”.  SFAS No. 164 (FASB ASC 958) 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 the acquirer is.
 
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 No. 164 (FASB ASC 958) 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.  The 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 (FASB ASC 855), “Subsequent Events.”  SFAS No. 165 (FASB ASC 855) 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 No. 165 (FASB ASC 855) 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.  The adoption of this pronouncement did not have a material impact on the financial statements of the Company.

 
F-20

 

In June 2009, the FASB issued FASB Statement No. 166 (FASB ASC 860), “Accounting for Transfers of Financial Assets – an amendment of FASB Statement No. 140.”  SFAS No. 166 (FASB ASC 860) 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.
 
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.  The 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 (FASB ASC 810), "Amendments to FASB Interpretation No. 46(R).”  SFAS No. 167 (FASB ASC 810) 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.  The 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 (FASB ASC 105), "The FASB Accounting Standards Codification and the Hierarchy of Generally Accepted Accounting Principles - a replacement of FASB Statement No. 162.”  SFAS No. 168 (FASB ASC 105) 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 (FASB ASC 105) is effective for interim and annual periods ending after September 15, 2009.  The adoption of this accounting pronouncement did not have a material impact on the financial statements of the Company.

(11)
Subsequent Events

Asset Purchase Agreement

The Company entered into a Asset Purchase Agreement with Reflectkote, Inc. (“Reflectkote”), dated March 10, 2010, wherein Reflectkote sold certain assets and liabilities to the Company, whereby the Company assumed the Liabilities, as well as the obligation to issue 50,000,000 shares of common stock of the Company to the shareholders of Reflectkote as a stock dividend, after the effectiveness of a Registration Statement on Form S-4.

 
F-21

 

The Vice-President and Director of the Company, James W. Zimbler is also a Director of Reflectkote, Inc.
The assets purchased include a permanently applied reflective coating that does not come off in the manner that reflective tape can and does.  Reflectkote coatings do not corrode and protect the surface applied to as well.  Reflectkote is a plastic and glass combination prepared in a proprietary manner.

On May 13, 2010, the Company issued 49,999,996 shares of common stock of the Company (post forward stock split) to the shareholders of Reflectkote to purchase the assets and assume the liabilities of Reflectkote as per the terms of the agreement.

Letter of Intent to Purchase Shares

On March 12, 2010, the Company entered into a Letter of Intent, dated March 3, 2010, with Clean Marine, Inc. whereby the Company shall purchase 100% of the issued and outstanding common stock of Clean Marine, Inc., and its operating business known as Clean Air Today.  The closing of the transaction will occur as promptly as practicable.

Clean Marine, Inc., DBA Clean Air Today is a contracting company, servicing commercial and residential, Hotel / Motel / Restaurants, the marine industry, the yacht industry, and also handles coatings, green cleaning solutions, HVAC systems and other services related to restoration and the preservation of product and infrastructure.

As of May 24, 2010, the transaction with Clean Marine, Inc. has not closed.

Consulting Agreement

On April 23, 2010, the Company entered into a consulting agreement with Avon III and Grieco, LLC. The consultant agrees to render services for a period terminating on March 31, 2011. The Company shall pay a fee of 10,000,000 shares of common stock for assistance in securing a contract with a contractor working for the State of Florida.

Convertible Note

In May 2010, the CEO of the Company loaned the Company $35,000 and issued a note to the Company with an annual interest rate of 8 percent.  The note has a term of six months, and the principal and interest of the note are convertible to 10,000,000 shares of the Company’s common stock (post forward stock split) at the end of the six month term.

 
F-22

 

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

FORWARD-LOOKING STATEMENTS

Because we want to provide investors with more meaningful and useful information, this Quarterly Report on Form 10-Q (“Form 10-Q”) contains certain forward-looking statements that reflect our current expectations regarding our future results of operations, performance and achievements.  We have tried, wherever possible, to identify these forward-looking statements by using words such as “anticipates,” “believes,” “estimates,” “expects,” “designs,” “plans,” “intends,” “looks,” “may,” and similar expressions.  These statements reflect our current beliefs and are based on information currently available to us.  Accordingly, these statements are subject to certain risks, uncertainties and contingencies, including the factors set forth herein, which could cause our actual results, performance or achievements in future periods to differ materially from those expressed in, or implied by, any of these statements.  You should not place undue reliance on any forward-looking statements.  Except as otherwise required by federal securities laws, we undertake no obligation to release publicly the results of any revisions to any such forward-looking statements that may be made to reflect events or circumstances after the date of this Report or to reflect the occurrence of unanticipated events.

About our Company

How our Company is organized.

Extreme Mobile Coatings Worldwide Corp. (the “Company”) was incorporated on July 28, 2004, in the United Kingdom under the name T&T Homes Limited. On November 29, 2004 the name of the corporation was amended to Falcon Media Services, Ltd. On December 3, 2007, the Company amended its Certificate of Incorporation to increase the authorized capital to 500,000,000 shares of common stock, par value of $0.001 per share.  On September 16, 2008, the Company and the stockholders of Extreme Mobile Coatings, Inc., a Delaware corporation (“Extreme”), entered into a Share Exchange Agreement (the “Agreement”) pursuant to which the stockholders of Extreme exchanged all of the outstanding shares of Extreme common stock for an aggregate of 13,505,085 ordinary shares of the Company (the “Share Exchange”).  As a result of the Share Exchange, Extreme became a wholly owned subsidiary of the Company.  On November 12, 2008, the Company amended its Certificate of Incorporation to change the name of the Company to “EXTREME MOBILE COATINGS COMPANY, LTD.”
 
On April 8, 2009, Extreme Mobile Coatings Company, Ltd. completed corporate actions to re-domicile the Company to Delaware from London, United Kingdom.  As a result of this re-domicile, the name of the Company has been changed to Extreme Mobile Coatings Worldwide Corp.  In addition, the Company’s Board of Directors approved a five (5) for one (1) forward split of its common stock. The Company trades under the new symbol “EMWW” on the Over the Counter Bulletin Board on a split-adjusted basis.

 
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Our Business

The Company was formed to provide quality sports and event related content and services to the Middle Eastern markets across the mobile phone network, and receive revenues through joint ventures and other licensing arrangements.  Upon completion of the Share Exchange, the Company abandoned its original business plan.  The Company is continuing the business of Extreme as its sole line of business.

Where You Can Find Us

The Company’s corporate offices are located at 126 Dewy Dr., Nicholasville, Kentucky 40356, and its phone number is 859-887-1199.  Its web site is www.extrememobilecoating.com.

Description of Extreme Mobile Coatings, Inc.

BUSINESS

General

The Company conducts its operations through its wholly owned subsidiary, Extreme Mobile Coatings, Inc., a successor of A&C Coatings, LLC, which was formed in February 2007 to offer franchise opportunities to operate a mobile business which provides painting or coating on various surfaces utilizing a special patented mobile system developed by Environmental Infrastructure Holdings Corp. f/k/a Xiom Corp. and licensed to Extreme.  Xiom Corp. is now a wholly owned subsidiary of Environmental Infrastructure Holdings Corp.

In addition, Extreme operates a mobile coating business in and around Nicholasville, Kentucky.

The Xiom coatings include coatings that:
 
reduce or mitigate microbe levels on various surfaces;
 
contain anti-foul polymers that reduce the accumulation of barnacles and other materials on marine vessels;
 
glow in the dark;
 
prevent or reduce slipping;
 
prevent graffiti from adhering to a surface; and
 
coat any surface with a chosen color.
Potential customers include hospitals, physician offices, schools, day care centers, marinas and other businesses and individuals.

 
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The XIOM Technology

Materials used with the XIOM System are produced from various formulas of plastic powders.  The powder mixture is melted and projected onto a substrate via a mixture of air and flammable gases that produce the actual coating.  The air, flammable gases and powder mixture are brought together through a specialized and patented gun with a flame nozzle where the powder material is melted and sprayed forward onto the surface to be coated.  The gases and heated coating are cooled by the surface that it adheres to.

Powder coating currently is a process in which metal parts are brought into a factory environment where they are cleaned and prepared to receive a powder coating.  Plastic in powder form is then applied to the various metal parts by means of an electrostatic charge that causes the powder to adhere to the surface.  The coated part is then heated in an oven for a period of time to cause the plastic to melt and adhere to the substrate.  The XIOM process operates differently.  Although the XIOM system uses plastic powder, the powder is not electrostatically charged in order for it to adhere to a substrate. The XIOM system uses a different mechanism that simultaneously applies and fuses the powder to a substrate.  The advantages of this process are that the coating process is totally portable and can be applied anywhere, not necessarily in a factory setting, can be applied without the use of an oven to cure the coating, and can be applied to most substrates in addition to the metal substrate to which powder coatings are traditionally applied to in a factory, using an oven.
 
The XIOM plastic spray technology is unique and has patents pending.  The patents cover technology and processes to apply and deliver powder coatings through a specialized spray system that allows those coatings to be applied both on site and in a factory.  The patents will last, upon issuance, for a period of 20 years, unless other patents are applied for.  With the XIOM process, the on-site plastic powder coating process, coatings can be deposited on wood, steel, fiberglass, concrete and plastic – a variety of substrates not all available to traditional powder coating.  The XIOM process is quick, does not use an expensive oven for curing and can be used both outside and inside a building.

The technology associated with the XIOM system was developed personally by two officers of XIOM.  This technology was developed and enhanced over time with funding from contacts with the New York State Energy Research & Development Authority (“NYSERDA”).  The refinements made to the technology pursuant to these contracts have resulted in the XIOM 1000 Thermal Spray system that is currently marketed for commercial sale.

History of the Technology

The history of applying polymer coatings dates back to the early 1950’s starting with the fluidized bed process and then in the 1960’s to the Electrostatic Powder Sprayer (“EPS”).  Today EPS is the standard for applying organized polymer coatings.  It is commonly referred to as “Powder Coating” which to those familiar with this process means EPS applied plastic powder coatings followed by oven curing at approximately 400 F, where melting and film formation takes place.

EPS is a large business today as polymer coatings, thermoplastic and thermoses are applied to a variety of substrates.  They can be applied to cold surfaces before being cured to film thickness typically between 1 to 4 mils (50-200 microns).  There are little Volatile Organic Compounds (“VOC”) and reduced Hazardous Air Pollutants (“HAP”).  For these reasons, EPS has captured substantial business from the established liquid coating processes known as traditional painting.

 
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The XIOM products contain no VOCs.  There is a current trend by the EPA to ban VOCs from products sold to the public for safety and health purposes, but there is no guarantee that XIOM’s VOC-less products, although safer, will prove to be any more functionally effective than those alternative coating products such as paints that do have VOCs.

The traditional powder coating industry, directly competitive to the XIOM products, usually requires a large investment in ovens and production lines, sophisticated preparation and cleaning equipment, and in many cases operates with sophisticated in-line computerized production control systems to manage the powder coating process.  The XIOM system is designed to do powder coating outside a traditional factory setting.  The system enables a plastic coating to be directly sprayed onto a surface, contains no preparation equipment and requires no oven with which to cure powder coatings. The XIOM system has no computerized control whatsoever and, in fact, does not even use electricity but relies on air, propane and oxygen to achieve a coating result.
 
Traditional powder coaters who do coating inside a factory environment could possibly try to re-engineer their systems to compete directly with the XIOM systems.  It would require them to manufacture smaller, more portable ovens as well as develop more portable production and control systems in order to compete with the XIOM systems on-site coating capability.  In the event that enough traditional powder coaters alter their existing operations and create portable systems and ovens that could be mounted on mobile units equipped with power systems for operation, Extreme’s ability to sell mobile coating franchises could be compromised.

Unlike most painting systems, XIOM’s coatings have no dripping and overspray problems and absolutely no VOCs.  XIOM materials cure instantly after being applied and no curing ovens are needed.

Due to the fact that the entire XIOM system weighs just 70 pounds, the system can be easily used onsite.

XIOM coatings can be applied at thicknesses from 3 mils up to 1 inch as compared to traditional powder coatings which usually vary from 1 to 4 mils thick.  XIOM has asserted that thicker coatings generally give greater protection against corrosion than thin coatings, although it does not have definitive data to conclusively prove this assertion.
 
EPS applied plastic coatings are further characterized by their wide use in OEM and production applications for decorative purposes where appearance and durability are required.  While there is some use of functional EPS coatings, by and large the vast majority of use is for decorative applications.  Large numbers of relatively small components can best take advantage of the economic benefits from EPS powder processing thus conforming to the limits of batch processing and over size restrictions.

 
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The XIOM Thermal Spray Technology

The XIOM powder spray process uses the rich history of EPS Powder Coatings but takes the technology a step further to meet the field requirements of on-site liquid painting, thus bridging the gap between “in house” EPS and “on-site” liquid painting developing a true portable on-site polymer coating system.

Two major advances account for XIOM’s coating technology:

First, the XIOM 1000 Therman Spray system is currently XIOM’s only equipment product for on-site portability.  It permits spraying of relatively low melting point polymer powder without over heating and generation of combustion with no VOCs.  High deposit rate and efficiency further characterize the XIOM 1000 system.

Second, XIOM plastic powders are designed specifically for Thermal Spraying.  New materials technology utilizing multiplex combinations, blends, additives and composites, thus taking advantage of synergy and covalent bonding to produce exceptionally high adhesion to most substrates and functional properties heretofore not possible with polymers (plastic coatings). For instance, XIOM claims that it is the first to produce thermal sprayed polymer/zinc primer coats, which deliver very high quantities of zinc to the substrate for corrosion control.  These polymer/zinc primer coatings not only bond securely to steel substrate, but they facilitate bonding of sprayed top coatings as well.

XIOM maintains that many XIOM powders are unique and therefore patentable, with patents pending.  Substrates such as wood, plastic, masonry and fiberglass – not processable via EPS – are now readily sprayable with the XIOM 1000 system, along with steel, aluminum and non-ferrous substrates.

The new powder coatings properties produced with the XIOM 1000 system are manifested in the wide variety of applications both functional and decorative now solvable.

XIOM currently has approximately 20 varied material formulations to create spray coatings.  The coating functionality includes any-corrosions: wear resistance, architectural, anti-foul, anti-microbial, anti-graffiti, glow-in-the-dark and grip and release.  XIOM’s materials come in over 100 different colors.  XIOM can mix ceramics and metals, if desired, for added wear, into its plastic coatings and can add anti-microbial formulations into the coatings.  The system sprays eight pounds of plastic material an hour using different spray nozzles, allowing for both round patterns and up to a 9-inch fan spray pattern.  The system is electrically controlled.  The fuel system uses oxygen and propane with air as a cooling gas.  Preparation of surfaces is the same as for painting.  Since these are plastic coatings, all solids with no hollows and voids, they will last longer than paint-based coating systems and can be applied thick or thin.

 
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The XIOM License

Extreme has entered into a Master License Agreement with XIOM pursuant to which Extreme has been granted an exclusive license in the contiguous states of the United States to establish franchises to market, use and sell XIOM’s coating products and equipment.  The license expires in October 2026, subject to Extreme’s right to extend the license for ten successive three (3) year periods by providing XIOM written notice of the election to extend at least six months prior to the expiration of the then current term.  Each party has the right to terminate the license agreement in the event of a breach by the other party which is not cured within 30 days of the receipt of written notice of the breach, including in the case of a termination by XIOM, Extreme’s failure to establish ten franchises by December 31, 2009, and at least 10 franchises each year thereafter.

Extreme issued to XIOM an equity interest in Extreme in consideration of entering the license agreement.  XIOM has agreed to sell XIOM products to Extreme’s franchisees; provided however, that neither Extreme nor its franchisees will be permitted to apply XIOM anti-microbial and/or anti-fouling coatings original equipment manufacturers, the U.S. government and its branches and agencies or certain “captive ships” for which applications are performed by XIOM employees.
 
Limited Operating History
 
The Company cannot guarantee Extreme will be successful in its business operations.  Extreme’s business is subject to the risks inherent in the establishment of a new business enterprise, including limited capital resources and the ability to find and finance suitable acquisition candidates.  The Company is seeking equity and debt financing to provide the capital required to fund additional proposed acquisitions and its ongoing operations.

The Company can give no assurance that future financing will be available to the Company on acceptable terms.  If financing is not available on satisfactory terms, the Company may be unable to continue, develop or expand the Extreme operations and may possibly cease operations totally.  Equity financing could result in additional dilution to the Company’s shareholders.

Employees

As of May 24, 2010, the Company had no employees except for one individual employed by Extreme.  The Company believes that its relationship with the employee of Extreme is satisfactory.  Neither the Company nor Extreme has suffered any labor problems since inception.
 
Subsequent Events

The Company entered into a Asset Purchase Agreement with Reflectkote, Inc. (“Reflectkote”), dated March 10, 2010, wherein Reflectkote sold certain assets and liabilities to the Company, whereby the Company assumed the Liabilities, as well as the obligation to issue 50,000,000 shares of common stock of the Company to the shareholders of Reflectkote as a stock dividend, after the effectiveness of a Registration Statement on Form S-4.
 
The Vice-President and Director of the Company, James W. Zimbler is also a Director of Reflectkote, Inc.

 
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The assets purchased include a permanently applied reflective coating that does not come off in the manner that reflective tape can and does.  Reflectkote coatings do not corrode and protect the surface applied to as well.  Reflectkote is a plastic and glass combination prepared in a proprietary manner.

On May 13, 2010, the Company issued 49,999,996 shares of common stock of the Company (post forward stock split) to the shareholders of Reflectkote to purchase the assets and assume the liabilities of Reflectkote as per the terms of the agreement.

On March 12, 2010, the Company entered into a Letter of Intent, dated March 3, 2010, with Clean Marine, Inc. whereby the Company shall purchase 100% of the issued and outstanding common stock of Clean Marine, Inc., and its operating business known as Clean Air Today.  The closing of the transaction will occur as promptly as practicable.

Clean Marine, Inc., DBA Clean Air Today is a contracting company, servicing commercial and residential, Hotel / Motel / Restaurants, the marine industry, the yacht industry, and also handles coatings, green cleaning solutions, HVAC systems and other services related to restoration and the preservation of product and infrastructure.

As of May 24, 2010, the transaction with Clean Marine, Inc. has not closed.

On April 23, 2010, the Company entered into a consulting agreement with Avon III and Grieco, LLC. The consultant agrees to render services for a period terminating on March 31, 2011. The Company shall pay a fee of 10,000,000 shares of common stock for assistance in securing a contract with a contractor working for the State of Florida.

In May 2010, the CEO of the Company loaned the Company $35,000 and issued a note to the Company with an annual interest rate of 8 percent.  The note has a term of six months, and the principal and interest of the note are convertible to 10,000,000 shares of the Company’s common stock (post forward stock split) at the end of the six month term.

Results of Operations for the three months ended March 31, 2010 and March 31, 2009

We achieved almost no revenues during the periods ended March 31, 2010, and March 31, 2009. General administrative expenses were $302,922 during the three months ended March 31, 2010, compared to $51,459 during the three months ended March 31, 2009.  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 $519, 903 during the three months ended March 31, 2010 compared to a net loss of $60,937 during the three months ended March 31, 2009.  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 no cash at March 31, 2010, 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 March 31, 2010, $202,136 was outstanding under the loan, which is secured by all of the assets of Extreme, including the equipment that was the subject of the transaction, as well as 146,705 shares of EIHC 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 Environmental Infrastructure Holdings Corp. (formerly known as XIOM Corp.) pursuant to which Extreme may borrow up to $150,000 from XIOM.  On November 14, 2009, EIHC issued a temporary amendment to the not allowing the limit of the note to temporarily increase from $150,000 to $158,000. A payment of $35,000 was due to EIHC under the note in June 2008, but was not paid.  As of March 31, 2010, $50,000 was due under the note, which was due in full on April 28, 2010, bears interest at a rate of 5% per annum and remains unpaid.

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 March 31, 2010, we had a working capital deficit of $1,154,624, stockholders’ deficit of $1,198,334 and an outstanding balance of long-term debt of $116,831.  Our financial condition as of March 31, 2010 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 doe not engage in trading activities involving non-exchange traded contracts. In addition, we doe 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

As a smaller reporting company we are not required to provide the information required by this item.

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-Q for the period ended March 31, 2010.

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.

 
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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
 

 
(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 17, 2009.
 
 
Extreme Mobile Coatings Worldwide Corp.
     
Date: May 24, 2010
By:
/s/ Charles Woodward
   
Charles Woodward, President and CEO
     
Date: May 24, 2010
By:
/s/ Michael Wade
   
Michael Wade
   
Chief Financial Officer

 
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