Attached files
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 10-K
(Mark One)
(X) ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE
ACT OF 1934 For the Fiscal Year Ended December 31, 2009
OR
( ) TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
EXCHANGE ACT OF 1934
Commission File No. 333-148546
ELEMENTAL PROTECTIVE COATINGS CORP.
-------------------------------------------
(Exact name of registrant as specified in its charter)
Nevada 20-8248213
--------------------------------- ------------------------------------
(State or other jurisdiction (I.R.S. Employer Identification No.)
of incorporation or organization)
Water Park Place
20 Bay Street
Toronto, ON M5J2N8
---------------------------------------- ----------------
(Address of Principal Executive Office) Zip Code
Registrant's telephone number, including Area Code: (646) 448-0197
Securities registered pursuant to Section 12(b) of the Act: None
Securities registered pursuant to Section 12(g) of the Act: Common Stock
Indicate by check mark if the registrant is a well-known seasoned issuer, as
defined in Rule 405 of the Securities Act. [ ]
Indicate by check mark if the registrant is not required to file reports
pursuant to Section 13 or Section 15(d) of the Act. [ ]
Indicate by check mark whether the registrant (1) has filed all reports 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 it corporate Web site, if any, every Interactive Data File required to
be submitted and posted pursuant to Rule 405 of Regulation S-T (ss.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 [X] No [ ]
Indicate by check mark if disclosure of delinquent filers pursuant to Item 405
of Regulation S-K is not contained herein, and will not be contained, to the
best of Registrant's knowledge, in definitive proxy or information statements
incorporated by reference in Part III of this Form 10-K or any amendment to this
Form 10-K. [X]
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.
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 Act): [ X ] Yes [ ] No
The aggregate market value of the voting stock held by non-affiliates of the
Company on June 30, 2009 was -0-. As of March 31, 2010, the Company had
13,300,000 issued and outstanding shares of common stock. Documents incorporated
by reference: None
ITEM 1. BUSINESS
The Company was formed in January 2007 to provide elderly and hospitalized
persons with assistance in performing everyday tasks that, due to health
reasons, they were unable to perform. The Company never generated any revenue
and essentially abandoned its business plan in 2008. In July 2009, the Company's
directors approved a 10-1 forward stock split. Prior to the stock split there
were 5,630,000 outstanding shares of common stock. Subsequent to the stock split
there were 56,300,000 outstanding shares of common stock. The stock split did
not affect the number of shares of common or preferred stock that the Company is
authorized to issue. In October 2009, Debbie Barnum, an officer and director of
the Company sold 21,500,000 shares of common stock to the Company for $100. On
that same date, Darin Barnum, also an officer and director of the Company sold
21,500,000 shares of common stock to the Company for $100.
In November 2009, MSE Enviro-Tech Corp ("MSE") assigned to the Company the
rights to sell MSE's fire retardant products in the United States. In
consideration for the assignment of these rights, the Company issued MSE a
promissory note in the principal amount of $5,000,000.
The note bears interest at 6% per year, is unsecured, and is payable on
November 16, 2011. At the option of the holder, the note can be converted into
shares of the Company's common stock. The number of shares to be issued will be
determined by dividing the amount of the note to be converted by $0.25. In
November 2009, Gilles Trahan and Martin Baldwin were appointed directors of the
Company. Subsequent to these appointments, Ms. Barnum and Mr. Barnum resigned as
officers and directors of the Company. Mr. Trahan was then appointed as the
Company's President and Chief Executive Officer and Mr. Baldwin was appointed as
the Company's Secretary, Treasurer and Chief Financial Officer.
In connection with their resignations, Ms. Barnum sold her 3,500,000
remaining shares in the Company to Mr. Trahan and Mr. Barnum has sold his
3,500,000 remaining shares in the Company to Mr. Baldwin. In November 2009, in
accordance with Nevada Revised Statutes, the directors of the Company approved
an amendment to the Company's articles of incorporation changing the Company's
name from DBL Senior Care, Inc. to Elemental Protective Coatings Corp. On the
same day, the shareholders owning a majority of the Company's issued and
outstanding shares approved the amendment. The name change became effective on
the OTC Bulletin Board on January 21, 2010.
The Company plans to sell environmentally friendly, water-based products
that prevent materials from igniting and in doing so prevent fires from
spreading.
2
The Company is in the development stage and has not generated any revenue.
The Company needs capital to implement its business plan. The Company will
attempt to raise capital through the private sale of its common stock or other
securities.
General
As of March 31, 2010, the Company had two part time employees. The Company
does not have a website.
ITEM 2. DESCRIPTION OF PROPERTY
As of March 31, 2010 the Company did not own any tangible property.
ITEM 3. LEGAL PROCEEDINGS.
The Company is not involved in any legal proceedings and the Company does
not know of any legal proceedings which are threatened or contemplated. ITEM 4.
SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS.
Not Applicable.
ITEM 5. MARKET PRICE OF AND DIVIDENDS ON THE REGISTRANT'S COMMON EQUITY AND
OTHER SHAREHOLDER MATTERS.
Between June 12, 2008 and January 21, 2010 the Company's common stock was
quoted on the OTC Bulletin Board under the symbol "DBLT". On January 21, 2010,
and in connection with the Company's name change, the Company's trading symbol
was changed to "EPRO". During the year ended December 31, 2009 the Company's
common stock did not trade.
Trades of the Company's common stock are subject to Rule 15g-9 of the
Securities Exchange Act of 1934 which rule imposes certain requirements on
broker/dealers who sell securities subject to the rule to persons other than
established customers and accredited investors. For transactions covered by the
rule, brokers/dealers must make a special suitability determination for
purchasers of the securities and receive the purchaser's written agreement to
the transaction prior to sale. The Securities and Exchange Commission also has
rules that regulate broker/dealer practices in connection with transactions in
"penny stocks". Penny stocks generally are equity securities with a price of
less than $5.00 (other than securities registered on certain national securities
exchanges or quoted on the NASDAQ system, provided that current price and volume
information with respect to transactions in that security is provided by the
exchange or system). The penny stock rules require a broker/ dealer, prior to a
transaction in a penny stock not otherwise exempt from the rules, to deliver a
standardized risk disclosure document prepared by the Commission that provides
information about penny stocks and the nature and level of risks in the penny
stock market. The broker/dealer also must provide the customer with current bid
3
and offer quotations for the penny stock, the compensation of the broker/dealer
and its salesperson in the transaction, and monthly account statements showing
the market value of each penny stock held in the customer's account. The bid and
offer quotations, and the broker/dealer and salesperson compensation
information, must be given to the customer orally or in writing prior to
effecting the transaction and must be given to the customer in writing before or
with the customer's confirmation. These disclosure requirements may have the
effect of reducing the level of trading activity in the secondary market for the
Company's common stock.
As of March 31, 2010, the Company had 13,300,000 outstanding shares of
common stock and 30 shareholders of record.
Holders of common stock are entitled to receive dividends as may be
declared by the Board of Directors. The Company's Board of Directors is not
restricted from paying any dividends but is not obligated to declare a dividend.
No dividends have ever been declared and it is not anticipated that dividends
will ever be paid.
In October 2009, the Company purchased 43,000,000 shares of its common
stock from two former officers in a private transaction. These shares were
subsequently cancelled. In November 2009, the two former officers collectively
sold 7,000,000 shares of the Company's common stock to the Company's current
officers. See Item 1 of this report for further information. With the exception
of the foregoing, during the year ended December 31, 2009, none of the Company's
officers or directors, nor any of its principal shareholders, purchased any
shares of the Company's common stock from third parties in a private transaction
or as a result of purchases in the open market.
ITEM 6. SELECTED FINANCIAL DATA
Not applicable.
ITEM 7. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND
PLAN OF OPERATION
The Company was incorporated in January 2007. The Company is in the
development stage and as of March 31, 2010 has never generated any revenue.
Since its inception, the Company has financed its operations through the
private sale of its common stock. The Company does not have any commitments or
arrangements from any person to provide the Company with any additional capital.
See Item 1 of this report for information concerning the Company's plan of
operation.
See Note 2 to the financial statements included as part of this report for
a description of the Company's accounting policies and recent accounting
pronouncements.
4
ITEM 7A. QUANTITATIVE AND QUALITATIVE DISCLOSURE ABOUT MARKET RISK
Not applicable.
ITEM 8. FINANCIAL STATEMENTS
See the financial statements attached to this report.
ITEM 9. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS.
On July 20, 2009, the Company, through and with the approval of its Board
of Directors, dismissed Moore & Associates, Chartered as its independent
registered public accounting firm. The reports of Moore & Associates on the
financial statements of the Company for the two years ended December 31, 2008
did not contain an adverse opinion or disclaimer of opinion nor were the reports
qualified or modified as to uncertainty, audit scope or accounting principles.
However, the reports of Moore & Associates for those fiscal years were qualified
with respect to uncertainty as to the Company's ability to continue as a going
concern.
During the Company's two fiscal years ended December 31, 2008 and the
subsequent interim period ended July 20, 2009, there were no disagreements with
Moore & Associates on any matter of accounting principles or practices,
financial statement disclosure, or auditing scope or procedure, which
disagreements, if not resolved to Moore & Associates satisfaction, would have
caused them to refer to such disagreements in their reports.
On July 23, 2009, the Company hired De Joya Griffith & Company, LLC, as
its independent registered public accounting firm. Prior to hiring De Joya
Griffith & Company, the Company did not consult with De Joya Griffith & Company
regarding the application of accounting principles to a specific completed or
contemplated transaction or regarding the type of audit opinion that might be
rendered by De Joya Griffith & Company on the Company's financial statements,
and De Joya Griffith & Company did not provide any written or oral advice that
was an important factor considered by the Company in reaching a decision as to
any accounting, auditing or financial reporting issue.
ITEM 9A. CONTROLS AND PROCEDURES
The Company maintains a system of controls and procedures designed to
ensure that information required to be disclosed in reports filed or submitted
under the Securities Exchange Act of 1934, as amended ("1934 Act"), is recorded,
processed, summarized and reported, within time periods specified in the SEC's
rules and forms and to ensure that information required to be disclosed by the
Company in the reports that it files or submits under the 1934 Act, is
accumulated and communicated to the Company's management, including its
Principal Executive and Financial Officer, as appropriate to allow timely
decisions regarding required disclosure. As of December 31, 2009, the Company's
Principal Executive and Financial Officer evaluated the effectiveness of the
design and operation of the Company's disclosure controls and procedures. Based
on that evaluation, the Company's Principal Executive and Financial Officer
concluded that the Company's disclosure controls and procedures were effective.
Management's Report on Internal Control over Financial Reporting
5
The Company's management is responsible for establishing and maintaining
adequate internal control over financial reporting and for the assessment of the
effectiveness of internal control over financial reporting. As defined by the
Securities and Exchange Commission, internal control over financial reporting is
a process designed by, or under the supervision of the Company's principal
executive officer and principal financial officer and implemented by the
Company's Board of Directors, management and other personnel, to provide
reasonable assurance regarding the reliability of financial reporting and the
preparation of the Company's financial statements in accordance with U.S.
generally accepted accounting principles.
Because of its inherent limitations, internal control over financial
reporting may not prevent or detect misstatements. 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.
The Company's management evaluated the effectiveness of its internal
control over financial reporting as of December 31, 2009 based on criteria
established in Internal Control - Integrated Framework issued by the Committee
of Sponsoring Organizations of the Treadway Commission, or the COSO Framework.
Management's assessment included an evaluation of the design of the Company's
internal control over financial reporting and testing of the operational
effectiveness of those controls.
Based on this evaluation, the Company's management concluded that the
Company's internal control over financial reporting was effective as of December
31, 2009.
There was no change in the Company's internal control over financial
reporting that occurred during the quarter ended December 31, 2009 that has
materially affected, or is reasonably likely to materially affect, the Company's
internal control over financial reporting.
Management's report was not subject to attestation by the Company's
independent registered public accounting firm pursuant to temporary rules of the
SEC that permit the Company to provide only management's report on internal
control in this report.
ITEM 9B. OTHER INFORMATION
Not applicable.
ITEM 10. DIRECTORS, EXECUTIVE OFFICERS, PROMOTERS AND CONTROL PERSONS
Name Age Position
Gilles Trahan 38 President, Chief Executive Officer and a Director.
6
Martin Baldwin 44 Secretary, Treasurer, Chief Financial Officer
and a Director.
The directors of the Company serve in such capacity until the annual
meeting of the Company's shareholders and until their successors have been duly
elected and qualified. The officers of the Company serve at the discretion of
the Company's directors. The Company does not compensate any person for acting
as a director
The principal occupation of the Company's officers and directors during
the past several years is as follows:
Mr. Trahan has been an officer and director of the Company since November,
2009. Since August 2008 Mr. Trahan has been the Chief Executive Officer and a
director of MSE Enviro-Tech Corp. Between 2002 and the time he joined MSE
Enviro-Tech, Mr. Trahan was the Chief Executive Officer and President of Geneva
Bancorp Inc. where he was involved in international financial consulting and
investment banking. Between 1998 and 2002 Mr. Trahan was the Chief Executive
Officer and a Director of Symphony Telecom, Inc. Since October 2008, Mr. Trahan
has also been a director of Atlantic Wind & Solar, Inc.
Mr. Baldwin has been an officer and director of the Company since November,
2009. Since April 2009 Mr. Baldwin has been a Director of MSE Enviro-Tech Corp.
Between July 2008 and April 2009 Mr. Baldwin was a Director with the
International Money Market Department at the Bank of Nova Scotia in Toronto.
Between August 2002 and June 2008 Mr. Baldwin was the Assistant General
Manager/Head Treasurer at Scotiabank Caribbean Treasury Limited (formerly the
Caribbean Treasury Unit of Scotiabank Bahamas Ltd.) in Nassau, Bahamas. Between
January 2001 and August 2002 Mr. Baldwin was a Director with the International
Money Market Department at the Bank of Nova Scotia in London. Since November
2008, Mr. Baldwin has also been a director of Atlantic Wind & Solar, Inc.
The Company does not have a compensation or an audit committee. The Company
does not have a financial expert. Mr. Trahan and Mr. Baldwin are not independent
directors as that term is defined in section 803 of the listing standards of the
NYSE AMEX. Neither Mr. Trahan nor Mr. Baldwin are a "financial expert" as that
term is defined in the regulations of the Securities and Exchange Commission.
The Company has not adopted a Code of Ethics applicable to its principal
executive, financial, and accounting officers and persons performing similar
functions. The Company does not believe it requires a Code of Ethics since it
has only two officers.
7
Changes in Management
The following shows the changes in the Company's management since its
inception:
Appointed (A)
to or
Resigned (R) Positions Appointed to
Date Name from Position or Resigned From
1/17/07 Debbie Barnum A President, Treasurer Principal
Financial Officer, and a Director
1/17/07 Darrin Barnum A Secretary and a Director
11/19/09 Gilles Trahan A Director
11/19/09 Martin Baldwin A Director
11/19/09 Debbie Barnum R President, Treasurer Principal
Financial Officer, and a Director
11/19/09 Darrin Barnum R Secretary and a Director
11/19/09 Gilles Trahan A President and Chief Executive Officer
11/19/09 Martin Baldwin A Secretary, Treasurer and Chief
Financial Officer
Compensation Committee Interlocks and Insider Participation.
The Company's directors act as its compensation committee. During the year
ended December 31, 2009, none of the Company's officers were also a member of
the compensation committee or a director of another entity, which other entity
had one of its executive officers serving as a director of the Company or as a
member of the Company's compensation committee.
ITEM 11. EXECUTIVE COMPENSATION
The following table shows the compensation paid or accrued during the year
ended December 31, 2009 to the executive officers of the Company. No officer of
the Company has ever received compensation in excess of $100,000 per year.
8
All
Other
Annual
Stock Option Compen-
Name and Fiscal Salary Bonus Awards Awards sation
Principal Position Year (1) (2) (3) (4) (5) Total
------------------ ------ ------ ----- ------ ----- --------- --------
Gilles Trahan 2009 - - - - - -
Chief Executive
Officer(11-09 to
12-09)
Martin Baldwin 2009 - - - - - -
Secretary, Treasurer
and Chief Financial
Officer(11-0 to 12-09)
Debbie Barnum 2009 - - - - - -
Chief Executive 2008 - - - - - -
Officer (1-07 to 2007 - - - - - -
11-09)
Darrin Barnum 2009 - - - - - -
Secretary (1-07 to 2008 - - - - - -
11-09) 2007 - - - - - -
(1) The dollar value of base salary (cash and non-cash) received.
(2) The dollar value of bonus (cash and non-cash) received.
(3) During the periods covered by the table, the value of the Company's shares
issued as compensation for services to the persons listed in the table.
(4) The value of all stock options granted during the periods covered by the
table. (5) All other compensation received that the Company could not
properly report in any other column of the table.
See Item 10 of this report regarding changes in the Company's management.
The Company does not have employment agreements with any of its officers.
The following shows the amounts that the Company expects to pay to its
officer during the twelve-month period ending December 31, 2010, and the time
its officer plans to devote to the Company's business. The Company does not have
employment agreements with any person.
9
Proposed Time to be Devoted to
Name Compensation Company's Business
Gilles Trahan $ 75,000 10
Martin Baldwin $ 75,000 10%
Long-Term Incentive Plans. The Company does not have any pension, stock
appreciation rights, long-term incentive or other plans and has no intention of
implementing any of these plans for the foreseeable future.
Employee Pension, Profit Sharing or other Retirement Plans. The Company
does not have a defined benefit, pension plan, profit sharing or other
retirement plan, although it may adopt one or more of such plans in the future.
Compensation of Directors. The Company's directors did not receive any
compensation for their services as directors during the fiscal year ended
December 31, 2009.
Stock Option and Bonus Plans
The Company has not adopted any stock option or stock bonus plans.
ITEM 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND
RELATED STOCKHOLDERS MATTERS
The following table lists, as of March 31, 2010, those persons owning
beneficially 5% or more of the Company's common stock, the number and percentage
of outstanding shares owned by each director and officer of the Company and by
all officers and directors as a group. Unless otherwise indicated, each owner
has sole voting and investment powers over his shares of common stock.
Name and Address Number of Shares Percent of Class
---------------- ---------------- ----------------
Gilles Trahan 3,500,000 26%
Sunsational
Old Fort Point
West Bay Street
Nassau, Bahamas
Martin Baldwin 3,500,000 26%
Lot #27
Love Beach
Nassau, Bahamas ________ ___
All officers and directors
as group (2 persons) 7,000,000 52%
========= ==
10
ITEM 13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS.
See Item 1 of this report.
ITEM 14. PRINCIPAL ACCOUNTANT FEES AND SERVICES
Moore & Associates audited the Company's financial statements for the year
ended December 31, 2008. The following table shows the aggregate fees billed to
the Company during the year ended December 31, 2008 by Moore & Associates.
2008
Audit Fees $7,000
Audit-Related Fees --
Financial Information Systems --
Design and Implementation Fees --
Tax Fees --
All Other Fees --
------
$7,000
De Joya Griffith & Company audited the Company's financial statements for
the year ended December 31, 2008 and 2009. The following table shows the
aggregate fees billed to the Company during the year ended December 31, 2009 by
De Joya Griffith & Company.
2009
Audit Fees $7,000
Audit-Related Fees --
Financial Information Systems --
Design and Implementation Fees --
Tax Fees --
All Other Fees --
------
$7,000
Audit fees represent amounts billed for professional services rendered for
the audit of the Company's annual financial statements and the review of the
Company's interim financial statements. Before Moore & Associates and De Joya
Griffith & Associates was engaged by the Company to render these services, the
engagement was approved by the Company's Directors.
11
ITEM 15. EXHIBITS
Exhibit
Number Exhibit Name
3.1 Articles of Incorporation *
3.2 Bylaws *
10.1 Assignment of Contract Rights
31 Rule 13a-14(a) Certifications
32 Section 1350 Certifications
* Incorporated by reference to the same exhibit filed with the Company's
registration statement on Form SB-2 (File # 333-148546).
12
De Joya Griffith & Company, LLC
CERTIFIED PUBLIC ACCOUNTANTS & CONSULTANTS
Report of Independent Registered Public Accounting Firm
To The Board of Directors and Stockholders
Elemental Protective Coating Corporation
Toronto, Canada
We have audited the accompanying balance sheets of Elemental Protective Coating
Corp. (formerly DBL Senior Care, Inc.) (A Development Stage Enterprise) as of
December 31, 2009 and 2008, and the related statements of operations,
stockholders' equity (deficit), and cash flows for the years then ended and from
inception (January 17, 2007) to December 31, 2009. These financial statements
are the responsibility of the Company's management. Our responsibility is to
express an opinion on the financial statements based on our audit.
We conducted our audit in accordance with standards of the Public Company
Accounting Oversight Board (United States). Those standards require that we plan
and perform the audit to obtain reasonable assurance about whether the financial
statements are free of material misstatement. An audit includes examining, on a
test basis, evidence supporting the amounts and disclosures in the financial
statements. An audit also includes assessing the accounting principles used and
significant estimates made by management, as well as evaluating the overall
financial statement presentation. We believe that our audit provides a
reasonable basis for our opinion.
In our opinion, the financial statements referred to above present fairly, in
all material respects, the financial position of Elemental Protective Coating
Corp. (formerly DBL Senior Care, Inc.) (A Development Stage Enterprise) as of
December 31, 2009 and 2008, and the results of their operations and cash flows
for the years then ended and from inception (January 17, 2007) to December 31,
2009 in conformity with accounting principles generally accepted in the United
States.
The accompanying financial statements have been prepared assuming the Company
will continue as a going concern. As discussed in Note 3 to the financial
statements, the Company has suffered recurring losses from operations, which
raise substantial doubt about its ability to continue as a going concern.
Management's plans in regard to these matters are also described in Note 3. The
financial statements do not include any adjustments that might result from the
outcome of this uncertainty.
De Joya Griffith & Company, LLC
/s/ De Joya Griffith & Company, LLC
Henderson, Nevada
April 8, 2010
Elemental 10-K Dec 09 Auditors Report 4-12-10
Elemental Protective Coating Corp.
(formerly DBL Senior Care, Inc.)
(a Development Stage Company)
Balance Sheets
December 31,
--------------------------------
2009 2008
--------------- ---------------
Assets
Current assets:
Cash $ 37 $ 33
---------- ----------
Total current assets 37 33
---------- ----------
Intangible asset- net 4,970,833 --
---------- ----------
Total assets $4,970,870 $ 33
========== ==========
Liabilities and Stockholders' Equity
(Deficit)
Current liabilities:
Accounts payable $ 8,430 $ -
Notes payable 6,000 -
---------- ----------
Total current liabilities 14,430 -
---------- ----------
Long term liabilities:
Accrued interest-related party 34,521 -
Convertible note payable- related party 5,000,000 -
---------- ----------
Total long term liabilities 5,034,521 -
---------- ----------
Total liabilities 5,048,951 -
---------- ----------
Stockholders' equity (deficit)
Preferred stock, $0.001 par value,
5,000,000 shares authorized, no shares
issued and outstanding - -
Common stock, $0.001 par value,
70,000,000 shares authorized, 13,300,000
and 56,300,000 shares issued and outstanding
as of 12/31/2009 and 12/31/2008, respectively 13,300 56,300
Additional paid-in capital 78,010 25,400
Deficit accumulated during development
stage (169,391) (81,667)
---------- ----------
Total stockholders' equity (deficit) (78,081) 33
---------- ----------
Total liabilities and stockholders' equity
(deficit) $4,970,870 $ 33
========== ==========
The accompanying notes are an integral part of these financial statements.
2
Elemental Protective Coating Corp.
(formerly DBL Senior Care, Inc.)
(a Development Stage Company)
Statements of Operations
Inception
For the years ended (January 17, 2007)
December 31, to December 31, 2009
------------------ --------------------
2009 2008
---- ----
Revenue $ - $ - $ -
-------- ------- ----------
Expenses:
General and administrative
expenses 2,946 1,656 10,494
Amortization expense 29,167 - 29,167
Professional fees 21,090 27,504 50,250
-------- ------- ----------
Total expenses 53,203 29,160 89,911
-------- ------- ----------
Other income (expense):
Other income - - 41
Interest expense (34,521) - (34,521)
-------- ------- ----------
Total other expenses (34,521) - (34,480)
-------- ------- ----------
Net loss $(87,724) $(29,160) $ (124,391)
======== ======== ==========
Weighted average number of
common shares outstanding -
basic 51,338,462 56,300,000
========== ==========
Net loss per common share -
basic $ (0.00) $ (0.00)
========== ==========
The accompanying notes are an integral part of these financial statements.
3
Elemental Protective Coating Corp.
(formerly DBL Senior Care, Inc.)
(a Development Stage Company)
Statement of Stockholders' Equity (Deficit)
Deficit
Accumu-
lated
during Total
the Stock-
Additional Develop- holders'
Common Stock Paid-in ment Equity
Shares Amount Capital Stage (Deficit)
------ ------ ---------- -------- ---------
January 17, 2007
Subscriptions
receivable $0.001
per share 50,000,000 $ 50,000 $ - $ (45,000) 5,000
July 30, 2007
Donated capital - - 200 - 200
August 6, 2007
Private placement
$0.05 per share 6,300,000 6,300 25,200 - 31,500
Net loss - - - (7,507) (7,507)
----------- --------- --------- --------- -------
Balance, December 31,
2007 56,300,000 56,300 25,400 (52,507) 29,193
----------- --------- --------- --------- -------
Net loss - - - (29,160) (29,160)
----------- --------- --------- --------- -------
Balance, December 31,
2008 56,300,000 56,300 25,400 (81,667) 33
----------- --------- --------- --------- -------
April 14, 2009
Donated capital - - 100 - 100
November 19, 2009
Repurchase of company
stock and
cancellation (43,000,000) (43,000) 42,800 - (200)
December 31, 2009
Donated capital - - 9,710 - 9,710
Net loss - - - (87,724) (87,724)
----------- --------- --------- --------- -------
Balance, December 31,
2009 13,300,000 $ 13,300 $ 78,010 $(169,391) $(78,081)
=========== ========= ========== ========= ========
The accompanying notes are an integral part of these financial statements.
4
Elemental Protective Coating Corp.
(formerly DBL Senior Care, Inc.)
(a Development Stage Company)
Statements of Cash Flows
Inception
For the years ended (January 17, 2007)
December 31, to December 31, 2009
------------------ --------------------
2009 2008
---- ----
Operating activities
Net loss $ (87,724) $ (29,160) $ (124,391)
Adjustments to reconcile
net loss to net cash used
in operating activities:
Amortization 29,167 - 29,167
Changes in operating assets
and liabilities:
Increase in accounts
payable 8,430 - 8,430
Increase in accrued interest 34,521 - 34,521
--------- --------- -----------
Net cash (used) by operating
activities (15,606) (29,160) (52,273)
--------- --------- -----------
Financing activities
Donated capital 9,810 - 10,010
Issuances of common stock - - 36,500
Payment on cancelled shares (200) - (200)
Proceeds from notes payable 6,000 - 6,000
--------- --------- -----------
Net cash provided by financing
activities 15,610 - 52,310
--------- --------- -----------
Net increase (decrease) in cash 4 (29,160) 37
Cash - beginning 33 29,193 -
--------- --------- -----------
Cash - ending $ 37 $ 33 $ 37
========= ========= ===========
Supplemental disclosures:
Acquisition of license agreement
through
through debt financing $5,000,000 $ - $ 5,000,000
========== ========= ===========
Income taxes paid $ - $ - $ -
========== ========= ===========
The accompanying notes are an integral part of these financial statements.
5
Elemental Protective Coating Corp.
(formerly DBL Senior Care, Inc)
(a Development Stage Company)
Notes to the Financial Statements
Note 1 - History and organization of the company
The Company was organized January 17, 2007 (Date of Inception) under the laws of
the State of 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 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.
Note 2 - Accounting policies and procedures
Year end
The Company has adopted December 31 as its fiscal year end.
Basis of Presentation
The financial statements present the balance sheet, statement of operations,
stockholder's equity (deficit) and cash flows of the Company. The financial
statements of the Company have been prepared in accordance with generally
accepted accounting principles in the United States of America.
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.
The Company maintains a cash balance in a non-interest-bearing account that
currently does not exceed federally insured limits. For the purpose of the
statements of cash flows, all highly liquid investments with an original
maturity of three months or less are considered to be cash equivalents. There
were no cash equivalents as of December 31, 2009 and 2008.
6
Note 2 - Accounting policies and procedures (continued)
Concentrations of Risks: Cash Balances
The Company maintains its cash in institutions insured by the Federal Deposit
Insurance Corporation (FDIC). This government corporation insured balances up to
$100,000 through October 13, 2008. As of October 14, 2008 all non-interest
bearing transaction deposit accounts at an FDIC-insured institution, including
all personal and business checking deposit accounts that do not earn interest,
are fully insured for the entire amount in the deposit account. This unlimited
insurance coverage is temporary and will remain in effect for participating
institutions until December 31, 2009.
All other deposit accounts at FDIC-insured institutions are insured up to at
least $250,000 per depositor until December 31, 2009. On January 1, 2010, FDIC
deposit insurance for all deposit accounts, except for certain retirement
accounts, will return to at least $100,000 per depositor. Insurance coverage for
certain retirement accounts, which include all IRA deposit accounts, will remain
at $250,000 per depositor.
Revenue recognition
The Company recognizes revenue and gains when earned and related costs of sales
and expenses when incurred.
Loss per share
Net loss per share is provided in accordance with FASB ASC 260-10, "Earnings per
Share". Basic loss per share is computed by dividing losses available to common
stockholders by the weighted average number of common shares outstanding during
the period. Diluted income (loss) per share gives effect to all dilutive
potential common shares outstanding during the period. Dilutive loss per share
excludes all potential common shares if their effect is anti-dilutive. The
Company had no dilutive common stock equivalents, such as stock options or
warrants as of December 31, 2009 and 2008.
Advertising costs
The Company expenses all costs of advertising as incurred. There were no
advertising costs included in selling, general and administrative expenses at
December 31, 2009 and 2008.
Impairment of long-lived assets
The Company follows the provisions of FASB ASC 360-10 "Property, Plant and
Equipment". Management regularly reviews property, equipment, intangibles and
other long-lived assets for possible impairment. This review occurs annually, on
December 31, or more frequently if events or changes in circumstances indicate
the carrying amount of the asset may not be recoverable. The Company amortizes
its intangible assets with definite lives over their estimated useful lives and
reviews these assets for impairment. The Company will amortize its acquired
intangible assets with definite lives over a period of twenty years.
7
Note 2 - Accounting policies and procedures (continued)
If there is indication of impairment, then management prepares an estimate of
future cash flows expected to result from the use of the asset and its eventual
disposition. If these cash flows are less than the carrying amount of the asset,
an impairment loss is recognized to write down the asset to its estimated fair
value. Management believes that the accounting estimate related to impairment of
its property and equipment, is a "critical accounting estimate" because: (1) it
is highly susceptible to change from period to period because it requires
management to estimate fair value, which is based on assumptions about cash
flows and discount rates; and (2) the impact that recognizing an impairment
would have on the assets reported on our balance sheet, as well as net income,
could be material. Management's assumptions about cash flows and discount rates
require significant judgment because the Company has no historical information
upon which to rely upon to estimate future or ongoing revenues and expenses. The
Company did not incur any impairment expense during the years ended December 31,
2009 and 2008.
Contingencies
The Company is not currently a party to any pending or threatened legal
proceedings. Based on information currently available, management is not aware
of any matters that would have a material adverse effect on the Company's
financial condition, results of operations or cash flows.
Fair value of financial instruments
Fair value estimates discussed herein are based upon certain market assumptions
and pertinent information available to management as of December 31, 2009 and
2008. The respective carrying value of certain on-balance-sheet financial
instruments approximated their fair values. Fair values were assumed to
approximate carrying values for cash and payables because they are short term in
nature and their carrying amounts approximate fair values or they are payable on
demand.
Income Taxes
The Company follows FASB ASC 740-10, "Income Taxes" for recording the provision
for income taxes. Deferred tax assets and liabilities are computed based upon
the difference between the financial statement and income tax basis of assets
and liabilities using the enacted marginal tax rate applicable when the related
asset or liability is expected to be realized or settled. Deferred income tax
expenses or benefits are based on the changes in the asset or liability each
period. If available evidence suggests that it is more likely than not that some
portion or all of the deferred tax assets will not be realized, a valuation
allowance is required to reduce the deferred tax assets to the amount that is
more likely than not to be realized. Future changes in such valuation allowance
are included in the provision for deferred income taxes in the period of change.
8
Note 2 - Accounting policies and procedures (continued)
Income Taxes (continued)
Deferred income taxes may arise from temporary differences resulting from income
and expense items reported for financial accounting and tax purposes in
different periods. Deferred taxes are classified as current or non-current,
depending on the classification of assets and liabilities to which they relate.
Deferred taxes arising from temporary differences that are not related to an
asset or liability are classified as current or non-current depending on the
periods in which the temporary differences are expected to reverse.
The Company does not anticipate any significant changes to its total
unrecognized tax benefits with the next twelve months.
General and administrative expenses
The significant components of general and administrative expenses consist of
outside services, office supplies, postage, and bank service fees.
Dividends
The Company has not adopted any policy regarding payment of dividends. No
dividends have been paid or declared since inception. For the foreseeable
future, the Company intends to retain any earnings to finance the development
and expansion of its business and it does not anticipate paying any cash
dividends on its common stock. Any future determination to pay dividends will be
at the discretion of the Board of Directors and will be dependent upon then
existing conditions, including the Company's financial condition and results of
operations, capital requirements, contractual restrictions, business prospects
and other factors that the board of directors considers relevant.
Recent pronouncements
In June 2009, the Financial Accounting Standards Board ("FASB") issued FASB ASC
105-10, "Generally Accepted Accounting Principles." FASB ASC 105-10 sets forth
the level of authority to a given accounting pronouncement or document by
category. Where there might be conflicting guidance between two categories, the
more authoritative category will prevail. FASB ASC 105-10 will be effective for
financial statements issued for reporting periods that end after September 15,
2009.
In June 2009, the Financial Accounting Standards Board ("FASB") issued FASB ASC
810-10, "Consolidation". The amendments include: (1) the elimination of the
exemption for qualifying special purpose entities, (2) a new approach for
determining who should consolidate a variable-interest entity, and (3) changes
to when it is necessary to reassess who should consolidate a variable-interest
entity. SFAS 167 is effective for the first annual reporting period beginning
after November 15, 2009 and for interim periods within that first annual
reporting period. The Company will adopt FASB ASC 810-10 in fiscal 2010. The
Company does not expect that the adoption of FASB ASC 810-10 will have a
material impact on the financial statements.
9
Note 2 - Accounting policies and procedures (continued)
In June 2009, the Financial Accounting Standards Board ("FASB") issued FASB ASC
860-10, "Transfers of and Servicing", which eliminates the concept of a
"qualifying special-purpose entity," changes the requirements for derecognizing
financial assets, and requires additional disclosures in order to enhance
information reported to users of financial statements by providing greater
transparency about transfers of financial assets, including securitization
transactions, and an entity's continuing involvement in and exposure to the
risks related to transferred financial assets. FASB ASC 860-10 is effective for
fiscal years beginning after November 15, 2009. The Company will adopt FASB ASC
860-10 in fiscal 2010. The Company does not expect that the adoption of FASB ASC
860-10 will have a material impact on the financial statements.
In June 2009, the Financial Accounting Standards Board ("FASB") issued FASB ASC
855-10 "Subsequent Events," FASB ASC 855-10 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. FASB
ASC 855-10 applies to both interim financial statements and annual financial
statements. FASB ASC 855-10 was effective for interim or annual financial
periods ending after June 15, 2009. FASB ASC 855-10 did not have a material
impact on our financial statements.
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 Company had an
accumulated deficit of $169,391 as of December 31, 2009. 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. 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.
10
Note 4 - Reclassification: Stock Split Adjustment
Certain reclassifications have been made in the current year's financial
statements.
On July 7, 2009, the Board of Directors authorized and a majority of the
stockholders of the Company ratified a forward stock split on a ten-for-one
basis, resulting in a total of ten post-split shares for each pre-split share
that was outstanding as of July 24, 2009. All references to share and per share
information in the condensed financial statements and related notes have been
adjusted to reflect the stock split on a retroactive basis. (See Note 7 for more
information regarding the stock split).
Note 5 - Intangible Assets
The Company amortizes its acquired intangible assets with definite lives over a
period of 20 years. The following table summarizes the components of gross and
net intangible asset balances as of December 31, 2009 and 2008:
2009 2008
---------------------------------- ---------------------------------
Gross Net Gross Net
Carrying Accumulated Carrying Carrying Accumulated Carrying
Amount Amortization Amount Amount Amortization Amount
--------- ------------ -------- -------- ----------- ------
Definite lived $5,000,000 $ 29,167 $4,970,833 $ 0 $ 0 $ 0
Total intangible $5,000,000 $ 29,167 $4,970,833 $ 0 $ 0 $ 0
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 pertaining to various products and
technologies. As of December 31, 2009, the Company did not conduct an impairment
evaluation on the newly acquired asset. Being the recentness of the transaction,
the Company is still evaluating the economic life of the asset. The Company
intends to review the carrying amount of the intangible asset on December 31,
2010, or sooner if circumstances warrant.
11
Note 6 - Income taxes
For the years ended December 31, 2009 and 2008, the Company incurred net
operating losses and, accordingly, no provision for income taxes has been
recorded. In addition, no benefit for income taxes has been recorded due to the
uncertainty of the realization of any tax assets. At December 31, 2009 and 2008,
the Company had approximately $169,391 and $81,667 of federal and state net
operating losses. The net operating loss carryforwards, if not utilized, will
begin to expire in 2027. The provision for income taxes consisted of the
following components for the year ended December 31:
Components of net deferred tax assets, including a valuation allowance, are as
follows at December 31:
December 31,
2009 2008
-------------------------
Deferred tax assets:
Net operating loss carryforwards 59,287 28,583
Valuation allowance (59,287) (28,583)
------- -------
Total deferred tax asse $ -0- $ -0-
======== =======
The valuation allowance for deferred tax assets as of December 31, 2009 and 2008
was $59,287 and $28,583, respectively. In assessing the recovery of the deferred
tax assets, management considers whether it is more likely than not that some
portion or all of the deferred tax assets will not be realized. The ultimate
realization of deferred tax assets is dependent upon the generation of future
taxable income in the periods in which those temporary differences become
deductible. Management considers the scheduled reversals of future deferred tax
liabilities, projected future taxable income, and tax planning strategies in
making this assessment. As a result, management determined it was more likely
than not the deferred tax assets would not be realized as of December 31, 2009
and 2008, and recorded a full valuation allowance.
Reconciliation between the statutory rate and the effective tax rate is as
follows at December 31, 2009:
2009 & 2008
Federal statutory tax rate (35.0)%
Permanent difference and other 35.0 %
12
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 December 31, 2009, the balance due is $6,000.
During the year ended December 31, 2009, the Company issued a note payable in
the aggregate amount of $540 from one non-affiliated entity. The note bears 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 these
notes.
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 bears 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 these
notes.
On November 19, 2009, the Company issued a Convertible Promissory Note in the
principal amount of $5,000,000 a related party entity, in exchange for the
assignment of certain contractual rights with the note holder. The principal
amount and interest accrued are due on 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. (See Note 10 for more information concerning the Assignment).
Note 8 - Stockholders' equity (deficit)
The Company is authorized to issue 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.
On July 7, 2009, the Board of Directors authorized and a majority of the
stockholders of the Company ratified a forward stock split on a ten-for-one
basis, resulting in a total of ten post-split shares for each pre-split share
that was outstanding as of July 24, 2009. All references to share and per share
information in the condensed financial statements and related notes have been
adjusted to reflect the stock split on a retroactive basis.
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.
13
Note 8 - Stockholders' equity (deficit) (continued)
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.
As of December 31, 2009, there have been no other issuances of common stock.
Note 9 - Warrants and options
As of December 31, 2009 and 2008, there were no warrants or options outstanding
to acquire any additional shares of common stock.
Note 10 - 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. 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.
14
Note 11 - Related party 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. The note has 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.
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.
15
Note 12 -Subsequent Events
The Company has evaluated subsequent events through April 8, 2010, the date
which the financial statements were available to be issued. The Company has
determined that there were no such events that warrant disclosure or recognition
in the financial statements.
16
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 30th day of March 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 March 30, 2010
/s/ Martin Baldwin
------------------------
Martin Baldwin Director March 30, 2010
ELEMENTAL PROTECTIVE COATINGS CORP.
REPORT ON FORM 10-K
EXHIBITS