DLT Resolution Inc. - Quarter Report: 2010 June (Form 10-Q)
UNITED
STATES
SECURITIES AND
EXCHANGE COMMISSION
Washington, D.C.
20549
FORM
10-Q
(Mark
One)
For the quarterly
period ended: June 30, 2010
OR
For the transition
period from ____________ to _____________
Commission File
Number: 333-148546
ELEMENTAL PROTECTIVE
COATINGS CORP.
(Exact name of
registrant as specified in its charter)
(305)
428-2653
(Registrant's telephone number,
including area code)
Indicate by check mark whether the
issuer (1) has filed all reports required to be filed by Section 13 or 15(d) of
the Securities Exchange Act of 1934 during the
past 12 months (or for such shorter
period that the registrant was required to file such reports), and (2) has been
subject to such filing requirements for the past
90 days. Yes
¨ No ¨
¨ QUARTERLY
REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF
1934
¨ TRANSITION
REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF
1934
Nevada 20-8248213
(State or other
jurisdiction of incorporation or
organization) (I.R.S. Employer Identification No.)
Water
Park Place, 20 Bay Street
Toronto,
ON, Canada M5J
2N8
(Address of principal
executive offices) (Zip
Code)
Indicate by check mark whether the
Registrant is a large
accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller
reporting company. See the
definitions of “large accelerated filer,” “accelerated filer” and “smaller reporting company” in Rule 12b-2 of the Exchange
Act.:
(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 ¨
Indicate the number of shares
outstanding of each of the issuer's classes of common stock, as of the latest practicable
date:
(Class)
(Outstanding as at November 13,
2009)
Large accelerated
filer ¨
Accelerated
filer ¨
Non-accelerated
filer ¨
Smaller reporting
company ¨
Common Stock, $0.001
par value 56,300,000
shares
Elemental Protective Coating Corp.
(formerly
DBL Senior Care, Inc.)
(a
Development Stage Company)
Index
to Financial Statements
|
Page
|
|
|
Financial
Statements:
|
|
|
Balance
Sheets as of June 30, 2010 (Unaudited) and December 31,
2009
|
F-2
|
|
Statements
of Operations for the three months ended June 30, 2010 and 2009, six
months ended June 30 2010 and 2009 and for the period from
Inception (January 17, 2007) through June 30, 2010
(Unaudited)
|
F-3
|
|
Statements
of Stockholders’ Equity (Deficit) for the period from Inception (January
17, 2007) through June 30, 2010
|
F-4
|
|
Statements
of Cash Flows for the six months ended June 30, 2010 and 2009 and for the
period from Inception (January 17, 2007) through June 30, 2010
(Unaudited)
|
F-5
|
|
Notes
to Financial Statements
|
F-1
Elemental
Protective Coating Corp.
(formerly
DBL Senior Care, Inc.)
(a
Development Stage Company)
Balance
Sheets
|
June
30,
|
December
31,
|
|||||||
|
2010
|
2009
|
|||||||
|
(Unaudited)
|
(Audited)
|
|||||||
|
Assets
|
||||||||
|
Current
Assets:
|
||||||||
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Cash
|
$ | - | $ | 37 | ||||
|
Total
Current Assets
|
- | 37 | ||||||
|
Intangible
Assets - net (Notes 7,8)
|
- | 4,970,833 | ||||||
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Total
Assets
|
$ | - | $ | 4,970,870 | ||||
|
Liabilities and Stockholders' Equity
(Deficit)
|
||||||||
|
Current
liabilities:
|
||||||||
|
Notes
Payable
|
$ | 6,000 | $ | 6,000 | ||||
|
Due
to Related Party
|
1,000 | - | ||||||
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Accounts
Payable
|
8,779 | 8,430 | ||||||
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Total
Current Liabilities
|
15,779 | 14,430 | ||||||
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Long
Term Liabilities:
|
||||||||
|
Convertible
Note Payable - Related Party (Notes 7,8)
|
- | 5,000,000 | ||||||
|
Accrued
Interest on Convertible Note Payable - Related Party (Notes
7,8)
|
- | 34,521 | ||||||
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Total
Long Term Liabilities
|
- | 5,034,521 | ||||||
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Total
Liabilities
|
15,779 | 5,048,951 | ||||||
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Stockholders'
Equity (deficit):
|
||||||||
|
Preferred
Stock, $.001 par value,
|
||||||||
|
5,000,000
shares authorized, no shares
|
||||||||
|
issued
and outstanding
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- | - | ||||||
|
Common
Stock, $.001 par value,
|
||||||||
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70,000,000
shares authorized, 13,300,000
|
||||||||
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and
13,300,000 shares issued and outstanding,
|
||||||||
|
respectively
|
13,300 | 13,300 | ||||||
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Additional
paid-in capital
|
78,010 | 78,010 | ||||||
|
Deficit
accumulated during development stage
|
(107,089 | ) | (169,391 | ) | ||||
|
Total
Stockholders' Equity (deficit)
|
(15,779 | ) | (78,081 | ) | ||||
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Total
Liabilities and Stockholders' Equity (deficit)
|
$ | - | $ | 4,970,870 | ||||
The
accompanying notes are an integral part of these financial
statements.
F-2
|
Elemental
Protective Coating Corp.
|
|||||
|
(formerly
DBL Senior Care, Inc.
|
|||||
|
(a
Development Stage Company)
|
|||||
|
Statements
of Operations
|
|||||
|
(Unaudited)
|
|
Six
Months Ended
|
Three
Months Ended
|
Inception
|
||||||||||||||||||
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June
30,
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June
30,
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(January
17, 2007)
|
||||||||||||||||||
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2010
|
2009
|
2010
|
2009
|
to
June 30, 2010
|
||||||||||||||||
|
Revenue
|
$ | - | $ | - | $ | - | $ | - | $ | - | ||||||||||
|
Expenses:
|
||||||||||||||||||||
|
General
and Administrative Expenses
|
386 | 8,088 | 349 | 2,064 | 10,880 | |||||||||||||||
|
Amortization
Expense
|
86,806 | - | 24,306 | - | 115,973 | |||||||||||||||
|
Professional
Fees
|
1,000 | - | 1,000 | - | 51,250 | |||||||||||||||
|
Total
Expenses
|
88,192 | 8,088 | 25,655 | 2,064 | 178,103 | |||||||||||||||
|
Loss
from operations
|
(88,192 | ) | (8,088 | ) | (25,655 | ) | (2,064 | ) | (178,103 | ) | ||||||||||
|
Other
Income (expense)
|
||||||||||||||||||||
|
Other
Income
|
- | - | - | - | 41 | |||||||||||||||
|
Gain
on Termination of Agreement
|
253,634 | - | 253,634 | - | 253,634 | |||||||||||||||
|
Interest
Expense
|
(103,140 | ) | - | (29,167 | ) | - | (137,661 | ) | ||||||||||||
|
Total
Other Income (Expense)
|
150,494 | - | 224,467 | - | 116,014 | |||||||||||||||
|
Income
(loss) before Provision for Income Taxes
|
62,302 | (8,088 | ) | 198,812 | (2,064 | ) | (62,089 | ) | ||||||||||||
|
Provision
for Income Taxes
|
- | - | - | - | - | |||||||||||||||
|
Net
Income (Loss)
|
$ | 62,302 | $ | (8,088 | ) | $ | 198,812 | $ | (2,064 | ) | $ | (62,089 | ) | |||||||
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Net
income (loss) per common share - basic and diluted
|
$ | 0.00 | $ | (0.00 | ) | $ | 0.01 | $ | (0.00 | ) | ||||||||||
|
Weighted
average number of common shares outstanding - basic and
diluted
|
13,300,000 | 56,300,000 | 13,300,000 | 56,300,000 | ||||||||||||||||
The
accompanying notes are an integral part of these financial
statements.
F-3
|
Elemental
Protective Coating Corp.
|
|
(formerly
DBL Senior Care, Inc.)
|
|
(a
Development Stage Company)
|
|
Statements
of Stockholders' Equity (Deficit)
|
|
(Unaudited)
|
|
Total
|
||||||||||||||||||||
|
Additional
|
Deficit
|
Stockholders'
|
||||||||||||||||||
|
Common
Stock
|
Paid-In
|
Acumulated
During
|
Equity
|
|||||||||||||||||
|
Shares
|
Amount
|
Capital
|
the
Development Stage
|
(Deficit)
|
||||||||||||||||
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January
17, 2007
|
||||||||||||||||||||
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Subscriptions
Receivable $0.001 per share
|
50,000,000 | $ | 50,000 | $ | - | $ | (45,000 | ) | $ | 5,000 | ||||||||||
|
July
30, 2007
|
||||||||||||||||||||
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Donated
Capital
|
- | - | 200 | - | 200 | |||||||||||||||
|
August
6, 2007
|
||||||||||||||||||||
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Private
Placement $0.05 per share
|
6,300,000 | 6,300 | 25,200 | - | 31,500 | |||||||||||||||
|
Net
Income (Loss)
|
- | - | - | (7,507 | ) | (7,507 | ) | |||||||||||||
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Balance
December 31, 2007
|
56,300,000 | 56,300 | 25,400 | (52,507 | ) | 29,193 | ||||||||||||||
|
Net
Income (Loss)
|
- | - | - | (29,160 | ) | (29,160 | ) | |||||||||||||
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Balance
December 31, 2008
|
56,300,000 | 56,300 | 25,400 | (81,667 | ) | 33 | ||||||||||||||
|
April
14, 2009
|
||||||||||||||||||||
|
Donated
Capital
|
- | - | 100 | - | 100 | |||||||||||||||
|
November
19, 2009
|
||||||||||||||||||||
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Repurchase
of Company Stock and Cancellation
|
(43,000,000 | ) | (43,000 | ) | 42,800 | - | (200 | ) | ||||||||||||
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December
31, 2009
|
- | - | 9,710 | - | 9,710 | |||||||||||||||
|
Donated
Capital
|
||||||||||||||||||||
|
Net
Income (Loss)
|
- | - | - | (87,724 | ) | (87,724 | ) | |||||||||||||
|
Balance
December 31, 2009
|
13,300,000 | 13,300 | 78,010 | (169,391 | ) | (78,081 | ) | |||||||||||||
|
Net
Income (Loss)
|
- | - | - | 62,302 | 62,302 | |||||||||||||||
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Balance
June 30, 2010
|
13,300,000 | $ | 13,300 | $ | 78,010 | $ | (107,089 | ) | $ | (15,779 | ) | |||||||||
The accompanying notes are an integral
part of these financial statements.
F-4
Elemental
Protective Coatings Corp.
(formerly
DBL Senior Care, Inc.)
(a
Development Stage Company)
Statements
of Cash Flows
(Unaudited)
|
Six
Months Ended
|
Inception
|
|||||||||||
|
June
30,
|
(January
17, 2007)
|
|||||||||||
|
2010
|
2009
|
to
June 30, 2010
|
||||||||||
|
Cash
flows from operating activities:
|
||||||||||||
|
Net
income (loss)
|
$ | 62,302 | $ | (8,088 | ) | $ | (62,089 | ) | ||||
|
Adjustments
to reconcile net income (loss) to
|
||||||||||||
|
cash
provided by (used in) operating activities:
|
||||||||||||
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Amortization
Expense
|
86,806 | - | 115,973 | |||||||||
|
Gain
on termination of agreement
|
(253,634 | ) | - | (253,634 | ) | |||||||
|
Changes
in operating assets and liabilities:
|
||||||||||||
|
Increase
(decrease) in Accounts Payable
|
349 | 1,500 | 8,779 | |||||||||
|
Increase
(decrease) in Accrued Interest
|
103,140 | - | 137,661 | |||||||||
|
Net
cash provided by (used in)
|
||||||||||||
|
operating
activities
|
(1,037 | ) | (6,588 | ) | (53,310 | ) | ||||||
|
Cash
flows from financing activities:
|
||||||||||||
|
Donated
Capital
|
- | 100 | 10,010 | |||||||||
|
Issuances
of Common Stock
|
- | - | 36,500 | |||||||||
|
Payment
on Cancelled Shares
|
- | - | (200 | ) | ||||||||
|
Proceeds
from Notes Payable
|
- | 6,540 | 6,540 | |||||||||
|
Due
to related party
|
1,000 | - | 1,000 | |||||||||
|
Net
cash provided by (used in)
|
||||||||||||
|
financing
activities
|
1,000 | 6,640 | 53,850 | |||||||||
|
Net
Increase (decrease) in cash
|
(37 | ) | 52 | - | ||||||||
|
Cash,
beginning of period
|
37 | 33 | - | |||||||||
|
Cash,
end of period
|
$ | - | $ | 85 | $ | - | ||||||
|
Supplemental
Disclosures:
|
||||||||||||
|
Interest
Paid
|
$ | - | $ | - | $ | - | ||||||
|
Income
Taxes Paid
|
$ | - | $ | - | $ | - | ||||||
|
Schedule
of Noncash Investing and Financing Activities:
|
||||||||||||
|
Acquisition
of License Agreement through Debt Financing
|
$ | - | $ | - | $ | 5,000,000 | ||||||
The accompanying notes are an integral part of these financial
statements.
F-5
NOTE 1 – BASIS OF PRESENTATION
The interim
financial statements included herein, presented in accordance with United States
generally accepted accounting principles and stated in US dollars, have been
prepared by the Company, without audit, pursuant to the rules and regulations of
the Securities and Exchange Commission (SEC). Certain information and
footnote disclosures normally included in financial statements prepared in
accordance with generally accepted accounting principles have been condensed or
omitted pursuant to such rules and regulations, although the Company believes
that the disclosures are adequate to make the information presented not
misleading.
These statements
reflect all adjustments, consisting of normal recurring adjustments, which, in
the opinion of management, are necessary for fair presentation of the
information contained therein. It is suggested that these
consolidated interim financial statements be read in conjunction with the
audited financial statements of the Company for the period ended December 31,
2009 and notes thereto included in the Company's annual report on Form
10-K. The Company follows the same accounting policies in the
preparation of interim reports.
Results of
operations for the interim periods are not indicative of annual
results.
NOTE 2 – HISTORY AND ORGANIZATION OF THE COMPANY
The Company was
organized on January 17, 2007 (Date of Inception) under the laws of the State of
<?xml:namespace prefix = st1 ns =
"urn:schemas-microsoft-com:office:smarttags" />Nevada, as DBL Senior Care,
Inc. The Company is authorized to issue up to 70,000,000 shares of
its $0.001 par value common stock and 5,000,000
shares of its $0.001 par value preferred
stock. The Company has limited operations and in accordance with FASB ASC
915-10, "Development Stage Entities," the Company is considered a development
stage company.
On December
11, 2009, the Company amended its articles of
incorporation to change its name from DBL Senior Care, Inc.
to Elemental Protective Coatings Corp.
The former business
plan of the Company was to provide personal care services to elderly,
handicapped or other home-bound individuals suffering infirmity. During the year
ended December 31, 2009, the board of directors changed the Company's focus
toward the manufacture and sale of fire retardant products.
F-6
NOTE 3 – GOING
CONCERN
The Company’s
financial statements are prepared using generally accepted accounting principles
in the United States of America applicable to a going concern which contemplates
the realization of assets and liquidation of liabilities in the normal course of
business. The Company has not yet established an ongoing source of revenues
sufficient to cover its operating costs and allow it to continue as a going
concern. The ability of the Company to continue as a going concern is dependent
on the Company obtaining adequate capital to fund operating losses until it
becomes profitable. If the Company is unable to obtain adequate capital, it
could be forced to cease operations.
In order to
continue as a going concern, the Company will need, among other things,
additional capital resources. The Company is contemplating conducting
an offering of its debt or equity securities to obtain additional operating
capital. The Company is dependent upon its ability, and will continue
to attempt, to secure equity and/or debt financing. There are no
assurances that the Company will be successful and without sufficient financing
it would be unlikely for the Company to continue as a going
concern.
The ability of the
Company to continue as a going concern is dependent upon its ability to
successfully accomplish the plans described in the preceding paragraph and
eventually secure other sources of financing and attain profitable operations.
The accompanying financial statements do not include any adjustments that might
be necessary if the Company is unable to continue as a going concern. These
financial statements do not include any adjustments relating to the
recoverability and classification of recorded asset amounts, or amounts and
classification of liabilities that might result from this
uncertainty.
NOTE
4 – ACCOUNTING POLICIES
Use of estimates
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 and disclosure of contingent assets and liabilities at the date of
the financial statements and the reported amounts of revenue and expenses during
the reporting period. Actual results could differ from those estimates.
F-7
Net Income (Loss) per Common Share
Net income (loss) per common share is provided
in accordance with FASB ASC 260-10, "Earnings per Share". Basic net income
(loss) per common share is computed by dividing net income (loss) available to
common stockholders by the weighted average number of common
shares outstanding during the period. Diluted net income (loss) per common share
gives effect to all dilutive potential common shares outstanding during the
period. Dilutive net loss per common share excludes all potential common
shares if their effect is anti-dilutive.
Recently Issued Accounting Pronouncements
Certain accounting pronouncements have been
issued by the FASB and other standard setting organizations which are not yet
effective and have not yet been adopted by the Company. The impact on the
Company’s financial position and results of operations from adoption of these
standards is not expected to be material.
NOTE 5 – STOCKHOLDERS’
EQUITY
On July 30, 2007, an officer and director of the Company donated cash in
the amount of $200. The entire amount was donated, is not expected to be repaid
and is considered to be additional paid-in capital.
On August 6, 2007, the Company issued an
aggregate of 6,300,000 shares of its $0.001 par value common stock for total
cash of $31,500 in a private placement pursuant to Regulation D, Rule 505, of
the Securities Act of 1933, as amended.
On April 14, 2009, an officer and director of
the Company donated cash in the amount of $100. The entire amount was donated,
is not expected to be repaid, and is considered to be additional paid-in
capital.
On November 19, 2009, the Company repurchased
and cancelled 43,000,000 shares of its common stock from two of its founding
shareholders.
On December 31, 2009, a non-affiliated entity
forgave the entire balance of a note payable in the amount of $540. The forgiven
amount is considered to be additional paid-in capital.
On December 31, 2009, a non-affiliated
individual forgave the entire balance of a note payable in the amount of $9,170.
The forgiven amount is considered to be additional paid-in capital.
F-8
NOTE 6 – WARRANTS AND
OPTIONS
As of June 30, 2010, there were no warrants or
options outstanding to acquire any additional shares of common stock.
NOTE 7 – DEBT
OBLIGATIONS
On February 22, 2009 and March 15, 2009, the
Company issued two notes payable of $2,500 and $3,500, respectively, for an
aggregate amount of $6,000. The notes were issued to one non-affiliated entity,
bear no interest, and are due on demand. As of June 30, 2010 and December 31,
2009, the balance due is $6,000.
During the year ended December 31, 2009, the
Company issued a note payable in the amount of $540 to one non-affiliated
entity. The note bore no interest and was due on demand. On December 31, 2009,
the note holder forgave the entire amount payable; thus as of December 31, 2009,
$0 was due on this note.
Through the year ended December 31, 2009, the
Company issued a note payable to one non-affiliated person in the aggregate
amount of $9,170. The note bore no interest and was due on demand. On December
31, 2009, the note holder forgave the entire balance owed; thus as of December
31, 2009, $0 was due on this note.
On November 19, 2009, the Company issued a
Convertible Promissory Note in the principal amount of $5,000,000 to a related
party entity, in exchange for the assignment of certain contractual rights from
the note holder. The principal amount and interest accrued were due on November
16, 2011, bore an interest rate of 6% per annum and contained no prepayment
penalty. The note holder could have converted any portion of the unpaid
principal balance, and interest accrued thereupon at the time of such
conversion, into shares of common stock at the rate of $0.25 per share.
On May 5, 2010, the Assignment of Contract
Rights with MSE Enviro-Tech Corp. (“MEVT”) was terminated resulting in the
Company being released from its debt obligation of $5,000,000 as well as
relinquishing its rights to the Hartindo and Dectan products. The
carrying values of the Intangible Assets – net ($4,884,027) and the Convertible
Note Payable and Accrued Interest on Convertible Note Payable ($5,137,661) at
May 5, 2010 have been eliminated and a gain on termination of agreement
($253,634) has been recognized.
F-9
During the three months ended June 30, 2010 an
affiliated party paid $1,000 on behalf of the Company for professional services
rendered.
NOTE 8 – RELATED PARY
TRANSACTIONS
On January 17, 2007, the Company issued
50,000,000 shares of its par value common stock as founders' shares to two
officers and directors in exchange for a subscription receivable in the amount
of $5,000. The subscription receivable was satisfied on February 2, 2007, with a
cash payment of $5,000.
On July 30, 2007, an officer and director of
the Company donated cash in the amount of $200. The entire amount was donated,
is not expected to be repaid, and is considered to be additional paid-in
capital.
On April 14, 2009, an officer and director of
the Company donated cash in the amount of $100. The entire amount was donated,
is not expected to be repaid, and is considered to be additional paid-in
capital.
On November 19, 2009, the Company repurchased
and cancelled 43,000,000 shares of its common stock from two of its founding
shareholders.
On November 19, 2009, the Company entered into
an Assignment of Contract Rights with MSE Enviro-Tech Corp., a related party,
whereby the Company obtained certain exclusive and non-exclusive rights to
manufacture, sell, share, license or otherwise distribute the products and
technologies pertaining to various fire extinguishing and inhibiting products.
In exchange, the Company issued a convertible note payable in the principal
amount of $5,000,000 (See Note 7). The note had a maturity date of November 16,
2011, bore an interest rate of 6% per annum and contained no prepayment penalty.
The note holder could have converted any portion of the unpaid principal
balance, and interest accrued thereupon at the time of such conversion, into
shares of common stock at the rate of $0.25 per share. On May 5, 2010 (See
Note 7), the Assignment of Contract rights agreement and the convertible note
were terminated.
The Company does not lease or rent any
property. Office services are provided without charge by an officer and director
of the Company. Such costs are immaterial to the financial statements and,
accordingly, have not been reflected therein. The officers and directors of the
Company are involved in other business activities and may, in the future, become
involved in other business opportunities. If a specific business opportunity
becomes available, such persons may face a conflict in selecting between the
Company and their other business interests. The Company has not formulated a
policy for the resolution of such conflicts.
F-10
NOTE
9 – COMMITMENTS AND CONTINGENCIES
On
November 19, 2009, the Company entered into an Assignment of Contract Rights
with MSE Enviro-Tech Corp., a related party, whereby the Company obtained
certain exclusive and non-exclusive rights to manufacture, sell, share, license
or otherwise distribute the products and technologies pertaining to various fire
extinguishing and inhibiting products. In exchange, the Company issued a
convertible note payable in the principal amount of $5,000,000 (See Note 7). The
principal amount and interest accrued have a maturity date of November 16, 2011,
bears an interest rate of 6% per annum and contains no prepayment penalty. The
note holder may convert any portion of the unpaid principal balance, and
interest accrued thereupon at the time of such conversion, into shares of common
stock at the rate of $0.25 per share. The Company believes the fair market value
for its common stock is $0.25 per share, and thus there exists no beneficial
conversion feature on the note. On May 5, 2010 (See Note 10), the
Assignment of Contract Rights agreement and the convertible note were
terminated.
NOTE
10 – SUBSEQUENT EVENTS
On May 5,
2010 the Assignment of Contract Rights with MSE Enviro-Tech Corp. (“MEVT”) was
terminated resulting in the Company being released from its debt obligation of
$5,000,000 as well as relinquishing its rights to the Hartindo and Dectan
products. This transaction will be accounted for in the Company’s
Financial Statements for the three months ended June 30, 2010. The
carrying values of the Intangible Assets – net ($4,884,360) and the Convertible
Note Payable and Accrued Interest on Convertible Note Payable ($5,137,261) at
May 5, 2010 will be eliminated and a gain on termination of agreement ($252,901)
will be recognized.
ITEM 7.
MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND PLAN OF
OPERATION
Plan of
Operation
The
Company’s plan of operation is as follows:
1) The
Company’s immediate plan of operation is to pursue the sale of its an
environmentally friendly, water-based product that prevents materials from
igniting and in doing so prevents fire from spreading.
Estimated
Date - Augusr 2010
As
previously written, the first and immediate target market is wood used for
housing construction. While there exists some domestic competition the company
feels the international market is under targeted. The second market
the company will target is fabric other than clothing. The company has plans to
introduce new key people from the sectors that traditionally use such material
in high volume.
F-11
To these
ends the company has recently begun negotiations regarding a wood company. This
arrangement would:
|
1
|
allow
the wood company to exclusively handle all wood sales and inquires in the
short term,
|
|
2
|
serve
as a trial for allowing the wood company to exclusively handle all sales
and inquiries going forward, and
|
|
3
|
allow
the wood company to explore fabric sales and inquires on a non-exclusive
basis.
|
Estimated
Date - 1 September 2010
The third
market the company will pursue is a subset of the above. Carpet and mattress
companies, either domestic or abroad focusing on export, represent target
markets that, while somewhat easy to service, represent a smaller
opportunity for the company than the above.
Estimated
Date - On-going
The are
numerous smaller markets for this product. More importantly, as the product
gains more exposure, and pressure builds to replace existing toxic materials,
new markets will present themselves.
2) The
company plans to market a rust inhibitor that meets the demand of a new
environmentally conscious market. The timing of this plan is subject somewhat to
the timetable above and to the possible need for more capital.
3) The
company also has interests in other coating / sealing / filling technologies.
The timing of this plan is subject to the timetables above and to the possible
need for more capital.
4) The
company is exploring various nano-technologies, mostly to the extent that they
incorporate the environmentally friendly technologies above.
5) The
company continues its search for technology that fits its green
mandate.
F-12
PART
II - OTHER INFORMATION
|
Item
1.
|
Legal
Proceedings.
|
None.
|
Item
1A.
|
Risk
Factors
|
Not
Applicable.
|
ITEM
2.
|
MANAGEMENT'S DISCUSSION AND ANALYSIS OF
FINANCIAL CONDITION AND RESULTS OF OPERATIONS
|
Plan
of Operation
The
Company’s plan of operation is as follows:
1) The
Company’s immediate plan of operation is to pursue the sale of its an
environmentally friendly, water-based product that prevents materials from
igniting and in doing so prevents fire from spreading.
Estimated
Date - May 2010
As
previously written, the first and immediate target market is wood used for
housing construction. While there exists some domestic competition the company
feels the international market is under targeted. The second market
the company will target is fabric other than clothing. The company has plans to
introduce new key people from the sectors that traditionally use such material
in high volume.
To these
ends the company has recently begun negotiations regarding a wood company. This
arrangement would:
|
1
|
allow
the wood company to exclusively handle all wood sales and inquires in the
short term,
|
|
2
|
serve
as a trial for allowing the wood company to exclusively handle all sales
and inquiries going forward, and
|
|
3
|
allow
the wood company to explore fabric sales and inquires on a non-exclusive
basis.
|
II-1
Estimated
Date - 1 September 2010
The third
market the company will pursue is a subset of the above. Carpet and mattress
companies, either domestic or abroad focusing on export, represent target
markets that, while somewhat easy to service, represent a smaller
opportunity for the company than the above.
Estimated
Date - On-going
The are
numerous smaller markets for this product. More importantly, as the product
gains more exposure, and pressure builds to replace existing toxic materials,
new markets will present themselves.
2) The
company plans to market a rust inhibitor that meets the demand of a new
environmentally conscious market. The timing of this plan is subject somewhat to
the timetable above and to the possible need for more capital.
3) The
company also has interests in other coating / sealing / filling technologies.
The timing of this plan is subject to the timetables above and to the possible
need for more capital.
4) The
company is exploring various nano-technologies, mostly to the extent that they
incorporate the environmentally friendly technologies above.
5) The
company continues its search for technology that fits its green
mandate.
Item
3. Defaults Upon Senior Securities.
None.
Item
4.
Not
applicable.
Item
5. Other Information.
None.
Item
6. Exhibits.
None.
II-2
SIGNATURES
In
accordance with Section 13 or 15(a) of the Exchange Act, the Registrant has
caused this Report to be signed on its behalf by the undersigned, thereunto duly
authorized on the day of May 2010.
|
ELEMENTAL
PROTECTIVE COATINGS CORP.
|
|||
|
By:
|
/s/
Gilles Trahan
|
||
|
Gilles
Trahan, President and Principal Executive Officer
|
|||
|
By:
|
/s/
Martin Baldwin
|
||
|
Martin
Baldwin, Principal Financial and Accounting Officer
|
|||
Pursuant
to the requirements of the Securities Act of l934, this Report has been signed
below by the following persons on behalf of the Registrant and in the capacities
and on the dates indicated.
|
Title
|
Date
|
|||
|
/s/
Gilles Trahan
|
||||
|
Gilles
Trahan
|
Director
|
August,
2010
|
||
|
/s/
Martin Baldwin
|
||||
|
Martin
Baldwin
|
Director
|
August,
2010
|