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x
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ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934:
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o
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TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934:
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Large accelerated filer
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o
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Accelerated Filer
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o
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Non-accelerated filer
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o
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Smaller reporting company
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x
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| (Do not check if a smaller reporting company) |
| Page No | |||||
| PART I | |||||
| ITEM 1. | Business . | 3 | |||
| ITEM 1A. | Risk Factors. | 8 | |||
| ITEM 1B. | Unresolved Staff Comments. | 8 | |||
| ITEM 2. | Properties. | 8 | |||
| ITEM 3. | Legal Proceedings . | 8 | |||
| ITEM 4. | Removed and Reserved. | 8 | |||
| PART II | |||||
| ITEM 5. | Market for Registrant’s Common Equity and Related Stockholder Matters and Issuer Purchases of Equity Securities. | 9 | |||
| ITEM 6. | Selected Financial Data. | 10 | |||
| ITEM 7. | Management’s Discussion and Analysis of Financial Condition and Results of Operations. | 10 | |||
| ITEM 7A. | Quantitative and Qualitative Disclosures About Market Risk. | 12 | |||
| ITEM 8. | Financial Statements and Supplementary Data. | F-1 | |||
| ITEM 9. | Changes in and Disagreements with Accountants on Accounting and Financial Disclosure. | 14 | |||
| ITEM 9A. | Controls and Procedures . | 14 | |||
| ITEM 9B. | Other Information. | 15 | |||
| PART III | |||||
| ITEM 10. | Directors, Executive Officers and Corporate Governance. | 14 | |||
| ITEM 11. | Executive Compensation . | 16 | |||
| ITEM 12. | Security Ownership of Certain Beneficial Owners and Management . | 17 | |||
| ITEM 13. | Certain Relationships and Related Transactions , and Director Independence. | 17 | |||
| ITEM 14. | Principal Accounting Fees and Services . | 18 | |||
| ITEM 15. | Exhibits , Financial Statements . | 19 | |||
| Signatures | 20 | ||||
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reduce or mitigate microbe levels on various surfaces;
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contain anti-foul polymers that reduce the accumulation of barnacles and other materials on marine vessels;
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glow in the dark;
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prevent or reduce slipping;
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prevent graffiti from adhering to a surface; and
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coat any surface with a chosen color.
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| Fiscal Year 2009 (1): |
High Bid
|
Low Bid
|
||||||
|
First Quarter
|
51.00 | - 0 - | ||||||
|
Second Quarter
|
12.00 | 9.50 | ||||||
|
Third Quarter
|
6.50 | 0.50 | ||||||
|
Fourth Quarter
|
4.90 | 0.50 | ||||||
| Fiscal Year 2010: |
High Bid
|
Low Bid
|
||||||
|
First Quarter (1)
|
2.17 | 0.50 | ||||||
|
Second Quarter
|
0.93 | 0.12 | ||||||
|
Third Quarter
|
0.50 | 0.053 | ||||||
|
Fourth Quarter
|
0.50 | 0.015 | ||||||
|
Years Ended
|
Cumulative
|
|||||||||||
|
December 31,
|
From
|
|||||||||||
|
2010
|
2009
|
Inception
|
||||||||||
|
Revenues
|
$ | 36,968 | $ | 14,708 | $ | 57,363 | ||||||
|
Expenses:
|
||||||||||||
|
General and administrative
|
315,759 | 584,203 | 1,279,284 | |||||||||
|
Compensation for issued stock options
|
1,226,625 | - | 1,226,625 | |||||||||
|
Consulting and professional fees paid by common stock
|
1,357,263 | 352,621 | 1,764,884 | |||||||||
|
Depreciation and amortization
|
12,377 | 13,296 | 37,524 | |||||||||
|
Total expenses
|
2,912,024 | 950,120 | 4,308,317 | |||||||||
|
Loss from Operations
|
(2,875,056 | ) | (935,412 | ) | (4,250,954 | ) | ||||||
|
Other Income (Expense):
|
||||||||||||
|
Interest expense
|
(68,950 | ) | (34,376 | ) | (153,604 | ) | ||||||
|
Impairment of goodwill
|
(1,277,694 | ) | - | (1,277,694 | ) | |||||||
|
Fair market value of shares issued in excess of debt satisfied
|
(3,292,215 | ) | - | (3,292,215 | ) | |||||||
|
Loss on asset purchase agreement
|
- | - | (356,801 | ) | ||||||||
|
Total Other Income (Expense)
|
(4,638,859 | ) | (34,376 | ) | (5,080,314 | ) | ||||||
|
Provision for Income Taxes
|
- | - | - | |||||||||
|
Net Loss
|
$ | (7,513,915 | ) | $ | (969,788 | ) | $ | (9,331,268 | ) | |||
|
Loss Per Common Share - Basic and Diluted:
|
$ | (1.08 | ) | $ | (0.51 | ) | ||||||
|
Weighted Average Number of Common Shares
|
||||||||||||
|
Outstanding - Basic and Diluted
|
6,936,428 | 1,889,912 | ||||||||||
|
(Deficit)
|
||||||||||||||||||||||||||||
|
Accumulated
|
Accumulated
|
|||||||||||||||||||||||||||
|
Additional
|
Common
|
Other
|
During the
|
|||||||||||||||||||||||||
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Common Stock
|
Paid-in
|
Stock
|
Comprehensive
|
Development
|
||||||||||||||||||||||||
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Description
|
Shares
|
Amount
|
Capital
|
Subscribed
|
Income (Loss)
|
Stage
|
Totals
|
|||||||||||||||||||||
|
Balance - July 28, 2004
|
1,350,508 | $ | 135 | $ | 134,916 | $ | - | $ | - | $ | - | $ | 135,051 | |||||||||||||||
|
Common stock issued for cash
|
1 | - | 2 | - | - | 2 | ||||||||||||||||||||||
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Net loss for the period
|
- | - | - | - | - | (14,999 | ) | (14,999 | ) | |||||||||||||||||||
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Balance - July 31, 2004
|
1,350,509 | 135 | 134,918 | - | - | (14,999 | ) | 120,054 | ||||||||||||||||||||
|
United Kingdom currency translation
|
- | - | - | - | 1,104 | - | 1,104 | |||||||||||||||||||||
|
Net loss for the period
|
- | - | - | - | - | (37,059 | ) | (37,059 | ) | |||||||||||||||||||
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Balance - July 31, 2005
|
1,350,509 | 135 | 134,918 | - | 1,104 | (52,058 | ) | 84,099 | ||||||||||||||||||||
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Common stock subscribed - 2,160 shares
|
- | - | - | 1,080 | - | - | 1,080 | |||||||||||||||||||||
|
United Kingdom currency translation
|
- | - | - | - | (1,256 | ) | - | (1,256 | ) | |||||||||||||||||||
|
Net loss for the period
|
- | - | - | - | - | (15,054 | ) | (15,054 | ) | |||||||||||||||||||
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Balance July 31, 2006
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1,350,509 | 135 | 134,918 | 1,080 | (152 | ) | (67,112 | ) | 68,869 | |||||||||||||||||||
|
United Kingdom currency translation
|
- | - | - | - | (1,922 | ) | - | (1,922 | ) | |||||||||||||||||||
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Net loss for the period
|
- | - | - | - | - | (16,548 | ) | (16,548 | ) | |||||||||||||||||||
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Balance - July 31, 2007
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1,350,509 | 135 | 134,918 | 1,080 | (2,074 | ) | (83,660 | ) | 50,399 | |||||||||||||||||||
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Common stock issued for officer's compensation
|
126,300 | 13 | 1,250 | - | - | - | 1,263 | |||||||||||||||||||||
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Common stock issued for consulting services
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312,500 | 31 | 139,969 | - | - | - | 140,000 | |||||||||||||||||||||
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Common stock subscribed - 2,160 Shares issued
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2,160 | - | 1,080 | (1,080 | ) | - | - | - | ||||||||||||||||||||
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United Kingdom currency translation
|
- | - | - | - | 2,484 | - | 2,484 | |||||||||||||||||||||
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Impact of recapitalization from reverse merger
|
- | - | (158,029 | ) | - | (410 | ) | 83,660 | (74,779 | ) | ||||||||||||||||||
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Net loss for the period
|
- | - | - | - | - | (421,617 | ) | (421,617 | ) | |||||||||||||||||||
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Balance - December 31, 2007
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1,791,469 | 179 | 119,188 | - | - | (421,617 | ) | (302,250 | ) | |||||||||||||||||||
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Foregiveness of related party loans
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- | - | 18,435 | - | - | - | 18,435 | |||||||||||||||||||||
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Net loss for the period
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- | - | - | - | - | (425,948 | ) | (425,948 | ) | |||||||||||||||||||
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Balance - December 31, 2008
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1,791,469 | 179 | 137,623 | - | - | (847,565 | ) | (709,763 | ) | |||||||||||||||||||
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Common stock issued for professional services
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353,625 | 35 | 352,586 | - | - | - | 352,621 | |||||||||||||||||||||
| - | ||||||||||||||||||||||||||||
|
Net loss for the period
|
- | - | - | - | - | (969,788 | ) | (969,788 | ) | |||||||||||||||||||
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Balance - December 31, 2009
|
2,145,094 | 214 | 490,209 | - | - | (1,817,353 | ) | (1,326,930 | ) | |||||||||||||||||||
|
Common stock issued for consulting services
|
984,000 | 98 | 291,902 | - | - | - | 292,000 | |||||||||||||||||||||
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Common stock issued for employee, director, and officer compensation
|
47,500 | 5 | 94,995 | - | - | - | 95,000 | |||||||||||||||||||||
|
Common stock issued for debt payments to stockholders
|
50,000 | 5 | 24,995 | - | - | - | 25,000 | |||||||||||||||||||||
|
Common stock issued for debt payments
|
217,000 | 22 | 108,478 | - | - | - | 108,500 | |||||||||||||||||||||
|
Common stock issued for cashless options exercised by director
|
72,223 | 7 | (7 | ) | - | - | - | - | ||||||||||||||||||||
|
Common stock issued for asset purchase agreement with Reflectkote
|
500,000 | 50 | 455,950 | - | - | - | 456,000 | |||||||||||||||||||||
|
Common stock issued for accounts payable payments
|
20,000 | 2 | 23,998 | - | - | - | 24,000 | |||||||||||||||||||||
|
Common stock issued for debt payments to director and officer
|
800,000 | 80 | 399,920 | - | - | - | 400,000 | |||||||||||||||||||||
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Common stock issued for debt settlement agreements
|
53,616 | 5 | 18,670 | - | - | - | 18,675 | |||||||||||||||||||||
|
Common stock issued for employment agreements
|
1,750,000 | 175 | 174,825 | - | - | - | 175,000 | |||||||||||||||||||||
|
Common stock issued for debt conversion
|
10,000,000 | 1,000 | 3,999,000 | - | - | - | 4,000,000 | |||||||||||||||||||||
|
Common stock issued for debt settlement, consulting services and
|
||||||||||||||||||||||||||||
|
compensation for officers and directors
|
6,000,000 | 600 | 959,400 | - | - | - | 960,000 | |||||||||||||||||||||
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Common stock issued for debt settlement and consulting services
|
3,050,000 | 305 | 487,695 | - | - | - | 488,000 | |||||||||||||||||||||
|
Stock based compensation for issued options
|
- | - | 1,226,625 | - | - | - | 1,226,625 | |||||||||||||||||||||
|
Net loss for the period
|
- | - | - | - | - | (7,513,915 | ) | (7,513,915 | ) | |||||||||||||||||||
|
Balance - December 31, 2010
|
25,689,433 | $ | 2,568 | $ | 8,756,655 | $ | - | $ | - | $ | (9,331,268 | ) | $ | (572,045 | ) | |||||||||||||
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STRUCTURAL ENHANCEMENT TECHNOLOGIES CORP.
|
||||||||||||
|
(A DEVELOPMENT STAGE COMPANY)
|
||||||||||||
|
CONSOLIDATED STATEMENTS OF CASH FLOWS (NOTE 3)
|
||||||||||||
|
YEARS ENDED DECEMBER 31, 2010 AND 2009 (UNAUDITED), AND
|
||||||||||||
|
CUMULATIVE FROM INCEPTION (JULY 28, 2004) TO DECEMBER 31, 2010
|
|
Years Ended
|
Cumulative
|
|||||||||||
|
December 31,
|
From
|
|||||||||||
|
2010
|
2009
|
Inception
|
||||||||||
|
Cash Flows from Operating Activities:
|
||||||||||||
|
Net loss
|
$ | (7,513,915 | ) | $ | (969,788 | ) | $ | (9,331,268 | ) | |||
|
Adjustments to reconcile net loss to net cash used in operating activities:
|
||||||||||||
|
Depreciation and amortization
|
12,377 | 13,297 | 37,525 | |||||||||
|
Loss on asset purchase agreement
|
- | - | 356,801 | |||||||||
|
Impact of recapitalization from reverse merger
|
- | - | 54,797 | |||||||||
|
Stock-based compensation
|
1,226,625 | - | 1,226,625 | |||||||||
|
Common stock issued for services and compensation
|
1,357,263 | 352,621 | 1,764,884 | |||||||||
|
Impairment of goodwill
|
1,277,694 | - | 1,277,694 | |||||||||
|
Fair market value of shares issued in excess of debt satisfied
|
3,292,215 | - | 3,292,215 | |||||||||
|
Changes in assets and liabilities:
|
||||||||||||
|
Accounts receivable
|
(1,130 | ) | 1,351 | (2,805 | ) | |||||||
|
Prepaid expenses
|
5,667 | 6,212 | - | |||||||||
|
Security deposit and other
|
- | 3,330 | - | |||||||||
|
Accounts payable
|
52,168 | (10,320 | ) | 186,314 | ||||||||
|
Accrued liabilities
|
(153,578 | ) | 231,931 | 199,030 | ||||||||
|
Other current liabilities
|
34,669 | - | 34,669 | |||||||||
|
Net Cash Used in Provided by Operating Activities
|
(409,945 | ) | (371,366 | ) | (903,519 | ) | ||||||
|
Cash Flows from Investing Activities:
|
||||||||||||
|
Purchases of equipment
|
- | (500 | ) | (47,882 | ) | |||||||
|
Asset purchase agreement
|
- | - | (360,000 | ) | ||||||||
|
Partial repayment of purchase price - Asset purchase agreement
|
- | - | 3,199 | |||||||||
|
License agreement
|
- | - | (25,000 | ) | ||||||||
|
Trademark
|
- | (568 | ) | (1,559 | ) | |||||||
|
Net Cash Used in Investing Activities
|
- | (1,068 | ) | (431,242 | ) | |||||||
|
Cash Flows from Financing Activities:
|
||||||||||||
|
Proceeds from bank loan
|
- | - | 400,000 | |||||||||
|
Payments of principal on bank loan
|
(82,208 | ) | (73,184 | ) | (260,196 | ) | ||||||
|
Issuance of common stock for cash
|
- | - | 1,082 | |||||||||
|
Proceeds from promissory note - related party
|
- | - | 108,500 | |||||||||
|
Proceeds from loans from unrelated party
|
- | - | 7,675 | |||||||||
|
Payments on loans from unrelated party
|
- | - | (7,675 | ) | ||||||||
|
Proceeds from loans from related parties - directors, officers and stockholders
|
441,838 | 359,149 | 950,340 | |||||||||
|
Payments on loans from related parties - directors, officers and stockholders
|
(175 | ) | (13,500 | ) | (13,675 | ) | ||||||
|
Proceeds from short-term loan
|
50,000 | 100,000 | 150,000 | |||||||||
|
Net Cash Provided by Financing Activities
|
409,455 | 372,465 | 1,336,051 | |||||||||
|
Net Increase (Decrease) in Cash
|
(490 | ) | 31 | 1,290 | ||||||||
|
Cash - Beginning of Period
|
1,780 | 1,749 | - | |||||||||
|
Cash - End of Period
|
$ | 1,290 | $ | 1,780 | $ | 1,290 | ||||||
|
Supplemental Disclosure of Cash Flow Information:
|
||||||||||||
|
Cash paid during the period for:
|
||||||||||||
|
Interest
|
$ | 47,596 | $ | 28,526 | $ | 125,032 | ||||||
|
Income taxes
|
$ | - | $ | - | $ | - | ||||||
|
Supplemental Information of Noncash Investing and Financing Activities:
|
|
| Effective February 2, 2007, the Company issued 45,119,260 shares of its common stock (post reverse 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 6,139 shares of common stock (post reverse 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 9, 2009, the Company issued 15,000 shares of common stock (post reverse stock split) for professional services valued at $50,000. | |
| On June 19, 2009, the Company issued 5,500 shares of common stock (post reverse stock split) for professional services valued at $84,121. | |
| On August 20, 2009, the Company issued 100,625 shares of common stock (post reverse stock split) for professional services valued at $78,000. | |
| On October 9, 2009, the Company issued 137,500 shares of common stock (post reverse stock split) for professional services valued at $75,000. | |
| On November 9, 2009, the Company issued 60,000 shares of common stock (post reverse stock split) for professional services valued at $48,000. | |
| On November 12, 2009, the Company issued 35,000 shares of common stock (post reverse stock split) for professional services valued at $17,500. | |
|
On January 22, 2010, the Company issued 80,000 shares of common stock (post reverse stock split) for consulting services valued at $40,000.
|
|
|
On January 27, 2010, the Company issued 7,500 shares of common stock (post reverse stock split) as compensation for services valued at $75,000.
|
|
|
On February 1, 2010, the Company issued 89,000 shares of common stock (post reverse stock split) for consulting services valued at $44,500.
|
|
|
On February 1, 2010, the Company issued 50,000 shares of common stock (post reverse stock split) as payment on debt valued at $25,000.
|
|
|
On February 1, 2010, the Company issued 40,000 shares of common stock (post reverse stock split) as compensation for services valued at $20,000.
|
|
|
On February 12, 2010, the Company issued 110,000 shares of common stock (post reverse stock split) as payment on debt valued at $55,000.
|
|
|
On February 25, 2010, the Company issued 15,000 shares of common stock (post reverse stock split) for consulting services valued at $7,500.
|
|
|
On March 4, 2010, the Company issued 107,000 shares of common stock (post reverse stock split) as payment on debt valued at $53,500.
|
|
|
On March 11, 2010, the Company issued 77,223 shares of common stock (post reverse stock split) on the exercision of 100,000 options valued at $82,000.
|
|
|
On May 13, 2010, the Company issued 500,000 shares of common stock (post reverse stock split) under the Reflectkote asset purchase agreement valued at $456,000.
|
|
|
On May 14, 2010, the Company issued 20,000 shares of common stock (post reverse stock split) as payment on a acounts payable debt valued at $24,000.
|
|
|
On May 19, 2010, the Company issued 200,000 shares of common stock (post reverse stock split) for consulting services valued at $100,000.
|
|
|
On May 19, 2010, the Company issued 800,000 shares of common stock (post reverse stock split) as payment on debt valued at $400,000.
|
|
|
On May 10, 2010, the Company declared 1-for-100 reverse stock split of its common stock to the holders of record on that date, with an effective date of May 19, 2010.
|
|
|
On July 23, 2010, the Company issued 100,000 shares of common stock (post reverse stock split) for consulting services valued at $50,000.
|
|
|
On July 27, 2010, the Company issued 53,616 shares of common stock (post reverse stock split) as payment on debt valued at $18,675.
|
|
|
On July 27, 2010, the Company issued 1,750,000 shares of common stock (post reverse stock split) for employment agreements valued at $175,000.
|
|
|
On July 27, 2010, the Company issued 250,000 shares of common stock (post reverse stock split) for consulting services valued at $25,000.
|
|
|
On July 27, 2010, the Company issued 250,000 shares of common stock (post reverse stock split) for consulting services valued at $25,000.
|
|
|
On November 2, 2010, the Company issued 10,000,000 shares of common stock (post reverse stock split) as payment on debt valued at $4,000,000.
|
|
|
On November 2, 2010, the Company issued 6,000,000 shares of common stock (post reverse stock split) for partial payment on debt, consulting, and professional services valued at $4,000,000.
|
|
|
On November 2, 2010, the Company issued 3,050,000 shares of common stock (post reverse stock split) for consulting and professional services valued at $488,000.
|
|
| Office and computer equipment | 5 -10 years | |
| Trailer | 5 years |
|
Years Ended
|
||||||||
|
December 31,
|
||||||||
|
2010
|
2009
|
|||||||
|
Federal and state-
|
||||||||
|
Taxable income
|
$ | - | $ | - | ||||
|
Total current tax provision
|
$ | - | $ | - | ||||
|
Federal and state-
|
||||||||
|
Loss carryforwards
|
$ | 3,005,566 | $ | 387,915 | ||||
|
Change in valuation allowance
|
(3,005,566 | ) | (387,915 | ) | ||||
|
2010
|
2009
|
|||||||
|
Loss carryforwards
|
$ | 3,563,860 | $ | 558,294 | ||||
|
Less - Valuation allowance
|
(3,563,860 | ) | (558,294 | ) | ||||
|
Total net deferred tax assets
|
$ | - | $ | - | ||||
|
2010
|
||||
|
Outstanding, beginning of year
|
- | |||
|
Granted during the year
|
2,200,000 | |||
|
Exercised during the year
|
(100,000 | ) | ||
|
Forfeited / expired / cancelled
|
- | |||
|
Outstanding, end of year
|
2,100,000 | |||
|
Risk free rate of return
|
.75%-1.10 | % | ||
|
Dividend yield
|
0 | % | ||
|
Volatility
|
142%-149 | % | ||
|
Average expected term (years to exercise)
|
2.5 | |||
|
Aggregate intrinsic value of vested exercisable options, end of year
|
$ | 0 | ||
| Total intrinsic value of options exercised during the year | $ | 0 | ||
|
Granted in Year Ended
December 31,
|
Number Outstanding
and Exercisable
|
Exercise
Price ($)
|
Expiration
Date
|
||||||
|
2010
|
300,000 | .50 |
February 7, 2015
|
||||||
|
2010
|
550,000 | .50 |
May 9, 2015
|
||||||
|
2010
|
1,250.000 | .20 |
July 27, 2015
|
||||||
|
Total
|
2,100,000 | ||||||||
|
Name
|
Age
|
Position
|
||
|
Andrew B. Mazzone
|
71
|
Chairman and Interim President
|
||
|
Charles Woodward
|
53
|
President of Subsidiary and Director
|
|
Non-Equity Non-Qualified
|
All
|
|||||||||||||||||||||||||||||||||
|
Name and
|
Stock
|
Option
|
Incentive
|
Deferred
|
Other
|
Total
|
||||||||||||||||||||||||||||
|
Principal
|
Year
|
Salary
|
Bonus
|
Awards
|
Awards
|
Compensation
|
Compensation
|
Compensation Compensation
|
||||||||||||||||||||||||||
|
Position
|
Ended
|
($)
|
($)
|
($)
|
($)
|
(
$)
|
(
$)
|
(
$)
|
($)
|
|||||||||||||||||||||||||
|
Andrew
|
||||||||||||||||||||||||||||||||||
|
Mazzone,
|
12/31/10
|
20,833 | 380,867 | 592,709 | 994,409 | |||||||||||||||||||||||||||||
|
President
|
||||||||||||||||||||||||||||||||||
|
Charles
|
||||||||||||||||||||||||||||||||||
| Woodward, | 12/31/10 | 107,500 | 70,000 | 89,708 | 267,208 | |||||||||||||||||||||||||||||
|
President of
|
12/31/09
|
- | - | - | - | |||||||||||||||||||||||||||||
|
Subsidiary
|
||||||||||||||||||||||||||||||||||
|
James
|
||||||||||||||||||||||||||||||||||
|
Zimbler,
|
12/31/10
|
70,000 | 108,396 | 89,708 | 268,104 | |||||||||||||||||||||||||||||
|
VP (1)
|
12/31/09
|
- | - | - | - | |||||||||||||||||||||||||||||
|
Name of Beneficial Owner
|
Amount and Nature of Beneficial Ownership
|
Percentage of
Shares
Outstanding
|
||||||
|
Andrew B. Mazzone
c/o the Company
|
2,750,000
|
10.05%
|
||||||
|
Charles Woodward
c/o the Company
|
3,358,965
|
(1)
|
12.30%
|
|||||
|
James W. Zimbler
c/o the Company
|
3,061,594
|
(2)
|
11.19%
|
|||||
|
Michael Margolies
14 Dancing Rock Rd.
|
||||||||
|
Garrison, NY 10524
|
1,800,000
|
6.60%
|
||||||
|
Directors and officers as a group (2 persons)
|
6,108,965
|
22.35%
|
||||||
|
(1)
|
Including 418,965 shares owned by Bluegrass Mobile Power Coatings, LLC, a company wholly owned by Mr. Woodward.
|
|
(2)
|
Including 116,100 shares owned by Keystone Capital Resources, LLC, a company wholly owned by Mr. Zimbler.
|
|
Audit Fees
|
2010
|
2009
|
||||||
|
Audit-Related Fees
|
$
|
20,000
|
$
|
20,000
|
||||
|
Financial Information Systems
|
---
|
---
|
||||||
|
Design and Implementation Fees
|
---
|
---
|
||||||
|
Tax Fees
|
---
|
---
|
||||||
|
All Other Fees
|
N/A
|
N.A
|
||||||
|
(1)
|
Financial Statements
|
|
(2)
|
Financial statement schedules
|
|
Exhibit
|
Description of Exhibit
|
|
|
2.1
|
Share Exchange Agreement among the Registrant, Extreme Mobile Coatings, Inc. and the stockholders of Extreme Mobile Coatings, Inc. (1)
|
|
|
3.1
|
Certificate of Incorporation of the Registrant (3)
|
|
|
3.11
|
Certificate of Amendment to Certificate of Incorporation, dated January 15, 2010 (4)
|
|
|
3.2
|
Bylaws of the Registrant (3)
|
|
|
10.1
|
Master License Agreement between Xiom Corp. and Extreme Mobile Coatings, Inc. (1)
|
|
|
10.2
|
First Amendment to Master License Agreement between Xiom Corp. and Extreme Mobile Coatings, Inc. (1)
|
|
|
10.3
|
Consulting Agreement dated as of March 1, 2008 between Extreme Mobile Coatings, Inc. and Scott R. Hamann, M.D. (1)
|
|
|
31.1
|
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 (4)
|
|
|
31.2
|
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 (4)
|
|
|
32.1
|
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 (4)
|
|
|
32.2
|
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 (4)
|
|
(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)
|
Attached hereto
|
|
Structural Enhancement Technologies Corp.
|
|||
|
By:
|
/s/ Andrew B. Mazzone
|
||
|
Andrew B. Mazzone, President
|
|||
|
1.
|
I have reviewed this Annual Report on Form 10-K of Structural Enhancement Technologies Corp.
|
|
2.
|
Based on my knowledge, this Annual Report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this Annual Report;
|
|
3.
|
Based on my knowledge, the financial statements, and other financial information included in this Annual Report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this Annual Report;
|
|
4.
|
The issuer’s other certifying officer(s) and I am responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e)) and 15d-15(e) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f)) for the small business issuer and have:
|
|
a)
|
Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the issuer, including its consolidated subsidiaries, if any, is made known to us by others within those entities, particularly during the period in which this Annual Report is being prepared:
|
|
b)
|
Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;
|
|
c)
|
Evaluated the effectiveness of the registrant's disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and
|
|
d)
|
Disclosed in this report any change in the registrant's internal control over financial reporting that occurred during the registrant's most recent fiscal quarter (the registrant's fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant's internal control over financial reporting; and
|
|
5.
|
The issuer’s other certifying officer(s) and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of registrant’s board of directors (or persons performing the equivalent functions):
|
|
a)
|
All significant deficiencies and material weaknesses in the design or operation of internal controls over financial reporting which are reasonably likely to adversely affect the small business issuer’s ability to record, process, summarize and report financial data and have identified for the small business issuer’s auditors any material weaknesses in internal controls; and
|
|
b)
|
Any fraud, whether or not material, that involves management or other employees who have a significant role in the Registrant’s internal control over financial reporting.
|
|
/s/ Andrew B. Mazzone
|
||||
|
Andrew B. Mazzone, President (Principal Executive Officer)
|
|
1.
|
I have reviewed this Annual Report on Form 10-K of Structural Enhancement Technologies Corp.
|
|
2.
|
Based on my knowledge, this Annual Report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this Annual Report;
|
|
3.
|
Based on my knowledge, the financial statements, and other financial information included in this Annual Report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this Annual Report;
|
|
4.
|
The issuer’s other certifying officer(s) and I am responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e)) and 15d-15(e) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f)) for the small business issuer and have:
|
|
a)
|
Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the issuer, including its consolidated subsidiaries, if any, is made known to us by others within those entities, particularly during the period in which this Annual Report is being prepared:
|
|
b)
|
Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;
|
|
c)
|
Evaluated the effectiveness of the registrant's disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and
|
|
d)
|
Disclosed in this report any change in the registrant's internal control over financial reporting that occurred during the registrant's most recent fiscal quarter (the registrant's fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant's internal control over financial reporting; and
|
|
5.
|
The issuer’s other certifying officer(s) and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of registrant’s board of directors (or persons performing the equivalent functions):
|
|
a)
|
All significant deficiencies and material weaknesses in the design or operation of internal controls over financial reporting which are reasonably likely to adversely affect the small business issuer’s ability to record, process, summarize and report financial data and have identified for the small business issuer’s auditors any material weaknesses in internal controls; and
|
|
b)
|
Any fraud, whether or not material, that involves management or other employees who have a significant role in the Registrant’s internal control over financial reporting.
|
|
/s/ Andrew B. Mazzone
|
||||
|
Andrew B. Mazzone,
Chief Financial/Accounting Officer
|
|
(1)
|
The Report fully complies with the requirements of section 13(a) or 15(d) of the Securities and Exchange Act of 1934; and
|
|
(2)
|
The information contained in the Report fairly presents, in all material respects, the financial condition and result of operations of the Company.
|
|
/s/ Andrew B. Mazzone
|
||||
|
Andrew B. Mazzone
Chief Executive Officer
|
|
(1)
|
The Report fully complies with the requirements of section 13(a) or 15(d) of the Securities and Exchange Act of 1934; and
|
|
(2)
|
The information contained in the Report fairly presents, in all material respects, the financial condition and result of operations of the Company.
|
|
/s/ Andrew B. Mazzone
|
||||
|
Andrew B. Mazzone
Chief Financial/Accounting Officer
|