UNITED
STATES


SECURITIES
AND EXCHANGE COMMISSION


WASHINGTON,
D.C. 20549




FORM
10-K/A




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




For the
Fiscal Year ended September 30, 2009




 ̈
            TRANSITION
      REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF
      1934




Commission
file number 0-13111




Axion
International Holdings Inc.


(Exact
name of registrant as specified in its charter)




Colorado
              84-0846389(State
      or other jurisdiction of incorporation or
                organization)
              (IRS
      Employer Identification
Number)


180 South
Street, New Providence, NJ 07974


(Address
of principal executive offices)




(908)
542-0888


(Registrant’s
telephone number, including area code)




Securities
registered under Section 12(b) of the Exchange Act:




Title
      of each class
              Name
      of each exchange on which registeredNone
              None




Securities
registered under Section 12(g) of the Exchange Act:




Title
      of each classCommon
      Stock, no par value


Indicate
by check mark if the registrant is a well-known seasoned issuer, as defined in
Rule 405 of the Securities Act. Yes   ̈    No  
x




Indicate
by check mark if the registrant is not required to file reports pursuant to
Section 13 or 15(d) of the Act.   Yes   ̈    No  
x




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




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




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 the 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.  ̈




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


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




The
aggregate market value of the voting and non-voting common equity held by
non-affiliates of the registrant was $15,249,851 based on the average bid and
asked price of the Common Stock on March 31, 2009.




The
number of shares outstanding of the registrant’s Common Stock, as of December
31, 2009, was 19,736,232.




DOCUMENTS
INCORPORATED BY REFERENCE




The
definitive proxy or information statement to be filed within 120 days of our
September 30, 2009 year end is incorporated by reference in Part III to the
extent described therein.







TABLE
OF CONTENTS





PagePART
      I.Item
      1.
                  Business
                  1Item
      1A.
                  Risk
      Factors
                  5Item
      1B.
                  Unresolved
      Staff Comments
                  11Item
      2.
                  Property
                  11Item
      3.
                  Legal
      Proceedings
                  11Item
      4.
                  Submission
      of Matters to a Vote of Security Holders
                  11PART
      II.Item
      5.
                  Market
      for Common Equity, Related Stockholder Matters and Issuer Purchases of
      Equity Securities
                  12Item
      6.
                  Selected
      Financial Data
                  13Item
      7.
                  Management’s Discussion and
      Analysis or Plan of Operations
                  13Item
      7A.
                  Quantitative
      and Qualitative Disclosures About Market Risk
                  18Item
      8.
                  Financial Statements
                  18Item
      9.
                  Changes in and Disagreements with
      Accountants on Accounting and Financial Disclosure
                  18Item
      9A(T).
                  Controls
      and Procedures
                  19Item
      9B.
                  Other
      Information
                  20PART
      III.Item
      10.
                  Directors, Executive Officers,
      Promoters and Corporate Governance
                  21Item
      11.
                  Executive
      Compensation
                  23Item
      12.
                  Security Ownership of Beneficial
      Owners and Management and Related Stockholder
    Matters
                  26Item
      13.
                  Certain Relationships and Related
      Transactions and Director Independence
                  30Item
      14.
                  Principal Accountant Fees and
      Services
                  30PART
      IV.Item
      15.
                  Exhibits,
      Financial Statement Schedules
                  32Signatures
      and Certifications
                  34









The
purpose of this Annual Report on Form 10-K/A is to amend Part III, Items 10
through 14 of our Annual Report on Form 10-K for the fiscal year ended September
30, 2009, which was filed with the Securities and Exchange Commission on January
13, 2010, to include information previously omitted.


PART
I





Note:
Effective as of August 4, 2008, Axion International Holdings, Inc. (“Holdings”)
effected a 1-for-4 reverse stock split of its outstanding Common Stock. All
references to the number of Axion International Holdings Inc.’s Common Stock
contained in this Annual Report on Form 10-K are on a post-reverse split basis,
unless otherwise indicated.





Item
1.  Business





Overview





Axion
International Holdings, Inc. (“Holdings”), formerly Analytical Surveys, Inc.,
was formed in 1981 to provide data conversion and digital mapping services to
users of customized geographic information systems. However, Holdings
experienced a steady decrease in the demand for its services. In fiscal 2006,
Holdings acted upon its belief that it would not be able to sustain the
operations of its historical business. Holdings focused on completing its
long-term contracts that would generate cash and sold its Wisconsin-based
operations and assigned its long-term contracts that required new or additional
working capital to complete. Holdings transitioned its principal business into
that of an independent oil and gas enterprise focused on leveraging
non-operating participation in drilling and production prospects for the
development of U.S. on-shore oil and natural gas reserves.





Holdings’
success as an oil and gas company was contingent upon its ability to raise
additional funds in order to build a portfolio of investments that generate cash
flow sufficient to meet its operating expenses and capital requirements.
Additionally, Holdings was dependent on outside sources of financing to fund its
operations and meet its future obligations. The oil and gas activities did not
result in positive operating results and efforts to secure additional funds were
unsuccessful, which severely restricts Holdings’ ability to engage in any
additional activities. In May 2007, Holdings terminated its oil and gas
executives and took steps to reduce expenses and commitments in oil and gas
investments.





As a
result, in November 2007, Holdings entered into an Agreement and Plan of Merger,
among Holdings, Axion Acquisition Corp. (the “Merger Sub”), a Delaware
corporation and a newly created direct wholly-owned subsidiary of Holdings, and
Axion International, Inc. (“Axion”), a Delaware corporation which incorporated
on August 6, 2006 and commenced operations in November 2007. On March 20, 2008
(the “Effective Date”), Holdings consummated the merger (the “Merger”) of Merger
Sub into Axion, with Axion continuing as the surviving corporation and a
wholly-owned subsidiary of Holdings. Each issued and outstanding share of Axion
became 47,630 shares of Holdings’ common stock (“Common Stock”), or 9,190,630
shares in the aggregate constituting approximately 90.7% of Holdings’ issued and
outstanding Common Stock as of the Effective Date of the Merger. The Merger
resulted in a change of control, and as such, Axion (“we”, “our” or the
“Company”) is the surviving entity.





Business





Axion is
the exclusive licensee of patented and patent-pending technologies developed for
the production of structural plastic products such as railroad crossties, bridge
infrastructure, marine pilings and bulk heading in several territories including
North and South America, the Caribbean, South Korea, Saudi Arabia, The United
Arab Emirates, and Russia; additionally, China is a shared country with our
strategic partner, Micron. We believe these technologies, which were developed
by scientists at Rutgers University (“Rutgers”), can transform recycled consumer
and industrial plastics that would otherwise be discarded into landfills into
structural products which are more durable, have a substantially greater useful
life and offer more flexible design features than traditional products made from
wood, steel and concrete. Our products also resist rot and damaging insects
without the use of chemical treatments and require significantly less
maintenance throughout their lifecycles than traditional products. In addition,
we believe our recycled composite products are environmentally friendly, in part
because they sequester carbon, reduce the number of trees needing to be
harvested and do not contain creosote, a carcinogen used to coat conventional
wood crossties.




1




We are
currently marketing our structural products and fire retardants to both the U.S.
domestic and international railroad industry, the U.S. military, and industrial
engineering and contracting firms. Our initial products consist of: (1)
structural composite railroad crossties, (2) fire retardant composite railroad
crossties, (3) structural composite I-beams along with tongue and groove
planking and (4) two fire retardants.





In
addition, we provide engineering and construction services on building projects
using our materials. In 2009, we completed construction of two bridges
commissioned by the military at Fort Bragg, NC to help facilitate troop
movements, which were engineered to carry the extreme tonnage requirements for
armored military vehicles that would not be possible with currently existing
wooden bridges. We believe these bridges are the first structures of their kind
made almost exclusively of recycled thermoplastic materials to support loads in
exces of 70 tons.





Products





Our
crosstie product is similar to products previously sold by Polywood, Inc., a
company founded by James Kerstein, one of Axion’s founders and our Chief
Executive Officer. The fire retardant composite railroad crosstie will be a new
generation of that crosstie. We anticipate the sales of crossties to be made to
both freight and transit line railroads whose cost benefit analysis evaluated
the utility of installing plastic crossties in high stress, overhead and
moisture-laden areas. Our fire retardant crosstie addresses not only moisture
decay and leaching of creosote but also fire vulnerability.





The
structural composite I-beams (patent pending) and tongue and groove planking
(patent pending) are innovative products that we believe have the potential to
revolutionize the structural material marketplace. These products were
successfully installed for a vehicular bridge over the Mullica River in the New
Jersey Pine Barrens in 2003. The design features that made this installation
unique were the use of less material and ease of interoperability of the
construction parts. In addition, an earlier bridge construction was successfully
completed at Ft. Leonard Wood, Missouri in 1998. Based on a 2007 analysis
conducted by the U.S. Corps of Army Engineers, we believe that these bridges
were then substantially as durable as they were when first installed and
required virtually no maintenance. We anticipate supplying product for the
construction of additional bridges and selling these products as a solution for
waterfront bulkhead projects.





The two
fire retardants consist of: (1) a thermoplastic fire retardant that will be
applied to the plastic crosstie and (2) a multi-surface fire retardant that can
be applied to a variety of surfaces (wood, metal, and plastic). We intend to
continue to develop new supplemental technologies that will serve to not only
expand our market capabilities but also serve as barriers to entry by
others.





Sales
and Marketing





We have
actively commenced sales efforts of our crossties and other structural products
and related services to railroads and other public- and private-sector buyers.
Since these sales are important to our early success, initial sales are largely
being handled by our management team whose members, through their prior
activities, have a background in and connections with this industry. In
addition, strategic engineering and sales relationships are being established to
generate further sales penetration. The Company’s initial objectives are to
secure sales orders for composite crossties (including ones that are treated
with a fire retardant) from railroads and transit line railroads as well as,
vehicular bridges, platforms and boardwalks from both the US Army and civilian
contracts. We believe our initial sales and marketing efforts have been
positively received in the marketplace and our initial success with the US Army
is an indication of the acceptance of our products in the market.





With
adequate funding, we intend to establish market-facing business units, each team
will function as a fully accountable, entrepreneurial unit, graded against its
own performance metrics. These business units will be an extended part of the
corporate strategic planning initiatives and will be supported by corporate
branding, polymer engineering research, production capabilities and in-house
customer service.




2




Manufacturing





Axion
does not plan on manufacturing the aforementioned products. We believe that our
outsourcing model will give us the business flexibility to maximize utilization
of manufacturing capacity available in the market, respond to the geographic
diversity of our customers, and minimize our capital requirements. All of our
products are currently manufactured by two third-party manufacturers, one in
Pennsylvania and one in Indiana. We have contacted and discussed the production
of our products with multiple outsourced manufacturers who have the skills and
capabilities to produce our products. Our objective is to selectively transfer
the necessary intellectual property to specialists so that they may manufacture
products to the specifications required by our designs and with our direct
supervision.





We expect
that the outsourcing manufacturers will be responsible for the implementation of
our quality control program, and Axion will be responsible for the sourcing of
the raw materials and monitoring all phases of production.





Exclusive
License Agreement from Rutgers University





Pursuant
to a License Agreement (the “License Agreement”) with Rutgers, Axion has
acquired an exclusive royalty-bearing license in specific but broad global
territories to make, have made, use, sell, offer for sale, modify, develop,
import and export products made using patent and patent pending applications
owned by Rutgers. As a result of the License Agreement, Axion was granted the
right to grant sublicenses. We plan to use these patented technologies in the
production of structural plastic products such as railroad crossties, bridge
infrastructure, utility poles, marine pilings and bulk heading.





Axion is
obligated to pay 1.5-3.0% royalties on various product sales to Rutgers, subject
to certain minimum payents and to reimburse Rutgers for certain patent defense
costs. We also pay annual membership dues to AIMPP, a department of Rutgers, as
well as consulting fees for research and development processes.





The
License Agreement runs until the expiration of the last to expire issued patent
within the Rutgers’ technologies licensed under the License Agreement, unless
terminated earlier.





The
Market





We are
focused on infrastructure solutions and we have identified four major U.S.
vertical markets:





·
            Transportation–railroad ties,
      bridge timbers and switch ties; fire
  retardants


·
            Marine-pilings;
      bulkheads


·
            General industrial-solar
      installations; sound barriers; boardwalk super structure; fire retardants;
      fast construction housing and storage containers
  .


·
            Military-fire retardants, pallet
      delivery system for airlift
cargo





Within
each of these vertical markets, products have been previously manufactured
utilizing Rutgers’ technology; some of which has been tested, sold and
installed; while others are in development.





Transportation




·
            In recent years, between
      18,000,000 to 20,000,000 crossties have been purchased
      annually.





·
            Of the estimated 20 million ties
      purchased in 2007, the Company believes 15-30% were installed in areas
      considered most conducive to alternative, non-wooden, ties. The Company
      therefore believes that the alternative tie market is approximately
      3,000,000 ties per year (i.e. 20,000,000 x 15%), or approximately a $300
      million per year market for the Class I
  railroads.




3




·
            Additional opportunities in the
      rail market include rail bridges; switch sets (turnouts), rail crossings,
      and the addition of fire retardant materials as a safety
      feature.





·
            The Transportation vertical could
      also be expanded to include highway guard rails and posts, sign posts, and
      other products for state and federal departments of
      transportation.




Marine




·
            According to the General
      Accounting Office’s Report on Marine Transportation (2002), “During fiscal
      years 1999 through 2001, federal agencies expended an average of $3.9
      billion each year on the marine transportation
    system.”





·
            Public and private boat docks and
      marinas; piers and bulk heading along any seaboard, river, or
      estuary.




General
Industrial




·
            Federal Highway Administration
      Estimate - $83.4 billion each year over the next 20 years to repair
      highways and bridges.





·
            According to the US Department of
      Transportation and the Federal Highway Administration, “The nation spends
      at least $5 billion per year for highway bridge design, construction,
      replacement, and
rehabilitation.”





·
            Bridges, solar installations,
      cell towers and wind turbine poles, sound barriers, boardwalk and
      residential decking super
structure.




Military/Government
Contracts




·
            The Department of Defense Budget
      (2007) includes military construction in the amount of $12.6 billion and
      research and development of $73.2
  billion.





·
            Infrastructure, fire retardants,
      and pallet delivery system.





Competition





We
compete with traditional construction material suppliers and at least one
company, North American Technology Group, that offers a polymer composite
product that competes in the railroad tie market. Most of our potential
competitors have substantially greater financial and marketing resources and
capabilities. These companies and others may independently develop technology
for the production of structural plastic products similar or superior to our
technology, which may result in our product becoming less competitive or
obsolete. Competition from other companies, and possibly from universities and
research institutions, may increase as advances in technology are
made.





Benefits:
Environmental impact, performance and cost





Utilizing
virtually 100% recycled plastic, our structural products have the distinct
advantage of being environmentally friendly. Our products address the increasing
worldwide environmental concerns for deforestation coupled with the specific
goals for recycling, reducing greenhouse gases and manufacturing products
without toxic materials. We believe that our products in certain installations
will last longer than conventional creosote treated wooden ties, offering
significant cost savings in maintenance and product replacement, and will have
freedom from biological attack (including termites).




4




Intellectual
Property





Our
licensed technologies are in two broad areas: structural formulations and fire
retardants. We plan to protect our products’ unique characteristics by combining
design features with material formulations and processing techniques. The
compositions are used to produce structural materials from waste materials. The
processing capacity allows the production of efficient shapes from these blends
and the creation of fire retardants.





In the
area of compositions, there are five different compositions that all consist of
HDPE (High Density Polyethylene) a polymer commonly available from post-consumer
and post-industrial waste streams, together with either stiffer polymers or in
combination with fiberglass. Since our most completely tested and accepted
product solution is presently railroad crossties, it is important to note that
each of these polymer combinations can be used in railroad crosstie
manufacturing.





We have a
license from Rutgers for a pending patent on a unique processing technology that
produces finer microstructures in the blends, and leads to even tougher end
products.





Included
in our license are three pending general patents covering manufactured shapes.
One of the patents covers both I-beams and tongue-in-groove planking. Another
covers a method to produce even longer I-beams with variable shapes. The third
covers a newly designed railroad crosstie that obviates the need for the
expensive steel tie plate.





We also
have licenses from Rutgers for two pending fire retardant patents. One retardant
is designed to be sprayed onto plastic lumber and render it unable to sustain a
fire. This technology is designed to coat thermoplastics. The other fire
retardant coating was developed for the US Military, specifically to be used to
protect their ammunition boxes.





Employees





As of
December 31, 2009, we had seven full time employees and one part-time
employee.





Item
1A. Risk Factors





In
addition to the other information set forth in this Form 10-K the issues and
risks described below should be considered carefully in evaluating our outlook
and future. If any of these risks or uncertainties actually occurs, our
business, financial condition or operating results could be materially harmed.
In that case, the trading price of our Common Stock could decline and you could
lose all or part of your investment.





Axion
has generated limited operating revenues. If we are unable to commercially
develop and sell our structural plastic products, we will not be able to
generate profits and we may be forced to curtail operations.





As of the
date hereof, Axion has generated limited revenues. As a result, we have limited
operating revenue and we anticipate that, for at least the near future, we will
operate at a loss. Our ultimate success will depend on our ability to
commercially develop and sell our structural plastic products. If we are unable
to commercially develop and sell our structural plastic products, we will not be
able to generate profits and we may be forced to curtail
operations.





We
are dependent on our ability to raise capital from external funding sources. If
we are unable to continue to obtain necessary capital from outside sources, we
will be forced to reduce or curtail operations.





We have
not generated any cash flow from operations and we will not be cash flow
positive for some time. We have limited financial resources. As a result we may
need to obtain additional capital from outside sources to continue operations
and commercialize our business plan. We cannot assure that adequate additional
funding will be available, especially given the current financial turmoil. If we are unable to continue to obtain needed
capital from outside sources, we will be forced to reduce or curtail our
operations.




5




Our
ability to execute our business plan depends upon our ability to obtain
financing through





·
            bank or other debt
      financing,


·
            equity
      financing,


·
            strategic relationships
      and/or


·
            other
    means.





Our
independent auditors have expressed that there is substantial doubt about our
ability to continue as a going concern.





Our
independent auditors issued an explanatory paragraph expressing substantial
doubt about our ability to continue as a going concern on our financial
statements for fiscal year 2009, based on the significant operating losses and a
lack of external financing. Our financial statements do not include any
adjustments that resulted from the outcome of this uncertainty. Our inability to
continue as a going concern would require a restatement of assets and
liabilities on a liquidation basis, which would differ materially and adversely
from the going concern basis on which our consolidated financial statements have
been prepared.





Our
products are new and, for the most part, have limited acceptance in the
marketplace. If our products do not receive market acceptance, our ability to
execute our business plan most likely will be adversely affected.





Although
earlier versions of our structural composite railroad crossties, I-beams and
bridge decking were sold by Polywood over four years ago, only a limited amount
of our other products, including our fire retardant composite railroad
crossties, have been sold and are new and untested in the marketplace. Potential
customers are often resistant to trying new untested products. If our products
do not receive market acceptance, our ability to commercialize our business plan
most likely will be adversely affected.





Our
business will be highly reliant on third party manufacturers. If one or more
manufacturers that we engage do not meet our manufacturing requirements, our
ability to manufacture and sell our products will be materially
impaired.





We plan
on relying on third parties to manufacture our products and have entered into
agreements with two third parties to manufacture our products. Consequently, we
are dependent on third party outsourcing for the manufacture of our products.
Our business is dependent upon our retention of manufacturers and the
development and deployment by third parties of their manufacturing abilities.
There can be no assurance that we will obtain the requisite manufacturers or,
once retained, that these manufacturers will be able to meet our manufacturing
needs in a satisfactory and timely manner, or that we can obtain additional
manufacturers when and if needed. Although we believe there are a number of
potential manufacturers available, if we are unable to retain manufacturers
quickly or cost effectively, our ability to manufacture and sell our products
will be materially impaired. Our reliance on third party manufacturers involves
a number of additional risks, including the absence of guaranteed capacity and
reduced control over the manufacturing process, delivery schedules, production
yields and costs, and early termination of, or failure to renew, contractual
arrangements. Although we believe that these manufacturers will have an economic
incentive to perform such manufacturing for us, the amount and timing of
resources to be devoted to these activities is not within our control, and there
can be no assurance that manufacturing problems will not occur in the future. A
significant price increase, an interruption in supply from one or more of such
manufacturers, or the inability to obtain additional manufacturers when and if
needed, could have a material adverse effect on our business, results of
operations and financial condition.




6




If
we are unable to develop substantial sales and marketing capabilities, we most
likely will not be able to generate adequate sales.





Initially,
sales and marketing will be conducted by our senior management team, who,
through its prior activities, has background and connections in our industry,
and a limited number of internal sales and marketing staff. Eventually, with
incremental funding, we plan on hiring additional engineers, sales and marketing
staff and implementing a detailed marketing program. However, there can be no
assurance that we will develop a sales and marketing force or that our sales and
marketing efforts will be successful.





Our
ability to effect and sustain our business plan and generate profitable
operations most likely will be materially adversely affected if we are unable to
purchase raw materials of acceptable quality or cost.





We
believe that the raw materials that we will need to manufacture our products are
available from multiple sources at relatively stable prices, except for recycled
plastic, which has cyclical variation in supply, quality and cost. Our inability
to secure supplies of raw materials of acceptable quality and costs could have a
material adverse effect on our ability to effect and sustain our business plan
and generate profitable operations.





Because
our competitors may have greater financial, marketing and research and
development resources, we may not be able to successfully compete in our
industry.





We
compete with traditional construction material suppliers and at least one
company, North American Technology Group, which offers a polymer composite
product that competes in the railroad tie market. Most of our potential
competitors have substantially greater financial and marketing resources and
capabilities. These companies and others may independently develop technology
for the production of structural plastic products similar or superior to our
technology, which may result in our product becoming less competitive or
obsolete. Competition from other companies, and possibly from universities and
research institutions, may increase as advances in technology are
made.





We
depend upon senior management and key personnel. Any loss of their services
could negatively affect our business. Our failure to retain and attract such
personnel could harm our business, operations and product development
efforts.





Our
success will depend to a significant extent, on the performance of James
Kerstein, our CEO, and Marc Green, our President and Treasurer, and others who
we hire. To the extent that the services of any of our key personnel become
unavailable, we will be required to retain other qualified persons. We may not
be able to find a suitable replacement for any such person. The loss of the
services of key persons could have a material adverse effect on our business,
financial condition and results of operations.





Our
products require sophisticated research and development and marketing and sales.
Our success will depend on our ability to attract, train and retain qualified
research and development and marketing and sales personnel. Competition for
personnel in all these areas is intense and we may not be able to hire
sufficient personnel to achieve our goals. If we fail to attract and retain
qualified personnel, our business, operations and product development efforts
most likely would suffer.





We
may not have adequate protection for the intellectual property rights on which
our business depends.





Our
success depends, in part, on our ability to protect our important intellectual
property rights (including those licensed from Rutgers). The steps we have taken
may not be adequate to deter misappropriation or unauthorized use of our
proprietary information or to enable us to detect unauthorized use and take
appropriate steps to enforce our intellectual property rights. We and/or Rutgers
have obtained and continue to seek patents with respect to newly developed
technologies. We also rely on a combination of trade secret, nondisclosure and
other contractual arrangements, and copyright laws to protect our proprietary
rights. We will enter into confidentiality agreements with our employees and
limit access to and distribution of our proprietary information, and if it is
necessary to disclose proprietary information to third parties for business
reasons, we will require that such third parties sign a confidentiality
agreement prior to any disclosure. However, these confidentiality agreements
cannot guarantee there will not be disclosure or misappropriation of such
proprietary information. In addition, litigation may be necessary to enforce our
intellectual property rights, protect trade secrets, determine the validity and
scope of the proprietary rights of others, or defend against claims of
infringement or invalidity. Intellectual property laws provide limited
protection. Moreover, the laws of some foreign countries do not offer the same
level of protection for intellectual property as the laws of the United States.
Litigation may result in substantial costs and diversion of resources, which may
limit the development of our business.




7




If we or
our manufacturers were found to be infringing any third party patents, we or
they could be required to pay damages, alter our or their products or processes,
obtain licenses or cease certain activities. We cannot be certain that if we or
they required licenses for patents held by third parties that they would be made
available on terms acceptable to us or them, if at all.





Management
and affiliates own enough shares to have a substantial impact on shareholder
vote which may limit shareholders’ ability to influence various corporate
actions.





Our
executive officers, directors, affiliates and entities controlled by them own
approximately 15% of the outstanding Common Stock. As a result, these executive
officers and directors will have a substantial impact on the vote on matters
that require stockholder approval such as election of directors, approval of a
corporate merger and reorganization, increasing or decreasing the number of
authorized shares, adopting corporate benefit plans, affecting a stock split,
amending our Articles of Incorporation or other material corporate
actions.





Environmental
liabilities and environmental regulations may have an adverse effect on our
business.





Previously,
we held minority and non-operating interests in oil and gas properties. The oil
and gas business is subject to environmental hazards such as spills, leaks or
any discharges of petroleum products and hazardous substances. Although no
claims have been made to date and we no longer have any such interests,
potential environmental liability may not be extinguished with regard to a
holder, such as us, of oil and gas interests during the period in which the
interests were held. Accordingly, these environmental hazards could expose us to
material liabilities for property damage, personal injuries and/or environmental
harms, including the costs of investigating and rectifying contaminated
properties.





We
have outstanding options, warrants and convertible debentures, and we are able
to issue “blank check” preferred stock, that could be issued resulting in the
dilution of Common Stock ownership.





As of
September 30, 2009, we had outstanding options, warrants and convertible
debentures that, when exercised and converted, could result in the issuance of
up to 7,026,366 additional shares of common stock.  In addition, our
Articles of Incorporation allow the board of directors to issue up to 2,500,000
shares of preferred stock and to fix the rights, privileges and preferences of
those shares without any further vote or action by the shareholders. We
currently have no preferred stock outstanding. To the extent that outstanding
options, warrants and convertible debentures or similar instruments or
convertible preferred stock issued in the future are exercised or converted,
these shares will represent a dilution to the existing
shareholders.  The preferred stock could hold dividend priority and a
liquidation preference over shares of our Common Stock.   Thus, the
rights of the holders of Common Stock are and will be subject to, and may be
adversely affected by, the rights of the holders of any preferred stock that we
may issue in the future. Any such issuance could be used to discourage an
unsolicited acquisition proposal by a third party.





Future
sales of our Common Stock may cause stock price to decline.





Sales of
substantial amounts of our Common Stock in the public market, or the perception
that these sales may occur, could cause the market price of our Common Stock to
decline.  In addition, the sale of our Common Stock could impair our
ability to raise capital through the sale of additional common or preferred
stock.




8




Our
stock price is highly volatile and the purchase or sale of relatively few shares
can disproportionately influence the share price.





The
trading price and volume of our Common Stock has been and may continue to be
subject to significant fluctuations in response to:





·
            our ability to execute our
      business plan;


·
            actual or anticipated quarterly
      variations in our operating
results;


·
            the success of our business and
      operating strategy; and


·
            the operating and stock price
      performance of other comparable
  companies.





The
trading price of our Common Stock may vary without regard to our operating
performance. Historically, we have been a thinly traded stock, therefore
relatively few shares traded can disproportionately influence share
price.





We
have limited operating history with regard to our new business and, as a result,
there is a limited amount of information about us on which to make an investment
decision.





We
commenced operations in November 2007 and have recognized limited revenues to
date. Accordingly, there is very little operating history upon which to judge
our current operations or financial results.





Our
Common Stock is deemed to be a "penny stock" and trading of our shares is
subject to special requirements that could impede our stockholders' ability to
resell their shares.





Our
shares are subject to the Penny Stock Reform Act of 1990 which may potentially
decrease your ability to easily transfer our shares. Broker-dealer practices in
connection with transactions in "penny stocks" are regulated. Penny stocks
generally are equity securities with a price of less than $5.00. 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 that provides information about penny stocks and the risks in the penny
stock market. The broker-dealer also must provide the customer with current bid
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. In
addition, the penny stock rules generally require that prior to a transaction in
a penny stock, the broker-dealer make a special written determination that the
penny stock is a suitable investment for the purchaser and receive the
purchaser's written agreement to the transaction. These disclosure requirements
may have the effect of reducing the level of trading activity in the secondary
market for a stock that becomes subject to the penny stock rules.





Material
weaknesses in our disclosure controls and procedures or our failure to remediate
such material weaknesses could result in a material misstatement in our
financial statements not being prevented or detected and could affect investor
confidence in the accuracy and completeness of our financial statements, as well
as our stock price.





We have
identified material weaknesses in our disclosure controls and procedures,
including a lack of sufficient internal accounting resources, formal procedures
and segregation of duties necessary to ensure that adequate review of our
financial statements and notes thereto is performed, and have concluded that our
internal control over financial reporting is not effective as of September 30,
2009. These material weaknesses and our remediation plans are described further
in Item 9A(T). "Controls and Procedures" of this report. Material weaknesses in
our disclosure controls and procedures could result in material misstatements in
our financial statements not being prevented or detected. We may experience
difficulties or delays in completing remediation or may not be able to
successfully remediate material weaknesses at all. Any material weakness or
unsuccessful remediation could affect our ability to file periodic reports on a
timely basis and investor confidence in the accuracy and completeness of our
financial statements, which in turn could harm our business and have an adverse
effect on our stock price and our ability to raise additional
funds.




9




Because
the risk factors referred to above could cause actual results or outcomes to
differ materially from those expressed in any forward-looking statements made by
us, you should not place undue reliance on any such forward-looking
statements.  Further, any forward-looking statement speaks only as of
the date on which it is made and we undertake no obligation to update any
forward-looking statement or statements to reflect events or circumstances after
the date on which such statement is made or reflect the occurrence of
unanticipated events.  New factors emerge from time to time, and it is
not possible for us to predict which will arise.  In addition, we
cannot assess the impact of each factor on our business or the extent to which
any factor, or combination of factors, may cause actual results to differ
materially from those contained in any forward-looking statements.




10





Item
1B.  Unresolved Staff Comments





None.





Item
2. Properties





Axion
owns no real property and rents approximately 2,000 square feet of space in New
Providence, New Jersey pursuant to a three-year lease at a monthly rent of
approximately $3,400.  These premises serve as the corporate
headquarters.





Item
3.  Legal Proceeding





In
November 2005 and November 2007, Holdings was named as party to suits filed in
the State of Indiana by the Sycamore Springs Homeowners Association, as well as
certain homeowners in the Sycamore Springs neighborhood of Indianapolis,
Indiana, and by the developers of the Sycamore Springs
neighborhood.  The claimants alleged that various Mid-States
Engineering entities that are alleged to be subsidiaries of MSE Corporation,
which Holdings acquired in 1997, adversely affected the drainage system of the
Sycamore Springs neighborhood, and sought damages from flooding that occurred on
September 1, 2003.  Mediation efforts held in November 2007 and April
2008 have been successful, and each of the suits has been settled. The agreement
is a compromise of disputed claims asserted or which may be asserted by the
claimants against the settling defendants for any past, present and future
losses, damages, and claims they may have against the settling
defendants. The claims from the all three lawsuits arise from a single
occurrence with one deductible applying to the matter, and defense of the
actions were provided by Holdings’ insurance carrier.  We assumed a
$100,000 obligation payable to our insurer, which represents the deductible
pursuant to the terms of Holdings’ insurance coverage.





In April
2006, Holdings commenced an action against Tonga Partners, L.P. (“Tonga”),
Cannell Capital, L.L.C. and J. Carlo Cannell in the United States District Court
of New York, for disgorgement of short-swing profits pursuant to Section 16 of
the Securities Exchange Act of 1934, as amended.  On November 10,
2004, Tonga converted a convertible promissory note into 1, 701,341 shares of
Common Stock, and thereafter, between November 10 and November 15, 2004, sold
such shares for a short-swing profits.  In September 2008, the
District Court granted Holdings summary judgment against Tonga for disgorgement
of short-swing profits in the amount of $4,965,898.  The defendants
are appealing from the order granting Holdings summary judgment.





We are
also subject to various other routine litigation incidental to our business.
Management does not believe that any of these routine legal proceedings would
have a material adverse effect on our financial condition or results of
operations.





Item
4.  Submission of Matters To A Vote Of Security Holders





None.


11


PART
II.





Item
5.  Market For Common Equity, Related Stockholder Matters and Issuer
Purchases of Equity Securities





As of
September 30, 2009, there were approximately 1,200 record holders of our Common
Stock, and there were 19,243,669 shares of our Common Stock
outstanding.  Our Common Stock has been traded on the Over-the-Counter
Bulletin Board since June 1, 2007.  From June 1, 2007 to August 3,
2008, our Common Stock was traded under the symbol “ANLT”, and then following
the name change, since August 4, 2008, the date of the reverse split, our Common
Stock was traded under the symbol “AXIH”.  From April 3, 2007, until
June 11, 2007, our Common Stock was traded on the OTC Pink
Sheets.  Prior to April 3, 2007, our Common Stock was traded on the
NASDAQ Capital Market.  Our business changed to that of Axion’s on
March 20, 2008, the date of the merger.  The following table sets
forth the high and low bid quotations for our Common Stock (on a post-reverse
split basis) as reported on the Over-the-Counter Bulletin Board by quarter
during each of our last two fiscal years.  The high and low bid
quotations reflect inter-dealer prices, without retail mark-up, markdown or
commission and may not necessarily represent actual transactions.





High
                
                LowYear
      Ended September 30, 2009First
      quarter
                
                $
                1.50
                
                
                $
                0.75Second
      quarter
                
                
                1.20
                
                
                
                0.85Third
      quarter
                
                
                1.17
                
                
                
                0.80Fourth
      quarter
                
                
                3.25
                
                
                
                0.65Year
      Ended September 30, 2008First
      quarter
                
                $
                0.68
                
                
                $
                0.32Second
      quarter
                
                
                0.72
                
                
                
                0.32Third
      quarter
                
                
                1.84
                
                
                
                0.72Fourth
      quarter
                
                
                1.80
                
                
                
                0.93





Dividends





Since
becoming a public company, we have not declared or paid cash dividends on our
Common Stock and do not anticipate paying cash dividends in the foreseeable
future.  We presently expect that we will retain all future earnings,
if any, for use in our operations and the expansion of our
business.


12


Item
6. Selected Financial Data




Because
we are a smaller reporting company, we are not required to provide the
information called for by this item.





Item
7. Management’s Discussion and Analysis or Plan of Operations





The
discussion of our financial condition and results of operations set forth below
should be read in conjunction with the consolidated financial statements and
related notes thereto included elsewhere in this Form 10-K. This Form 10-K
contains forward-looking statements that involve risk and uncertainties. The
statements contained in this Form 10-K that are not purely historical are
forward-looking statements within the meaning of Section 27A of the Securities
Act of 1933, as amended, Section 21E of the Securities Exchange Act of 1934, as
amended, and the Private Securities Litigation Reform Act of 1995. When used in
this Form 10-K, or in the documents incorporated by reference into this Form
10-K, the words “anticipate,” “believe,” “estimate,” “intend”, “expect”, “may”,
“will” and similar expressions are intended to identify such forward-looking
statements. Such forward-looking statements include, without limitation,
statements relating to competition, management of growth, our strategy, future
sales, future expenses and future liquidity and capital resources. All
forward-looking statements in this Form 10-K are based upon information
available to us on the date of this Form 10-K, and we assume no obligation to
update any such forward-looking statements. Our actual results, performance and
achievements could differ materially from those discussed in this Form
10-K.





Overview





Axion
International Holdings, Inc. (“Holdings”) was formed in 1981 to provide data
conversion and digital mapping services to users of customized geographic
information systems.  On March 20, 2008, Holdings consummated an
Agreement and Plan of Merger (the “Merger”), among Holdings, Axion Acquisition
Corp. (the “Merger Sub”), a Delaware corporation and direct wholly-owned
subsidiary of the Holdings, and Axion International, Inc. (“Axion”), a Delaware
corporation which incorporated on August 6, 2006 with operations commencing in
November 2007.  Pursuant to the Merger, the Merger Sub was merged into
Axion, with Axion continuing as the surviving corporation and a wholly-owned
subsidiary of Holdings.  Each issued and outstanding share of Axion
became 47,630 shares of Holdings common stock (“Common Stock”), or 9,190,630
shares in the aggregate constituting approximately 90.7% of Holdings issued and
outstanding Common Stock as of the effective date of the Merger.  The
Merger resulted in a change of control, and as such, Axion (“we”, “our” or the
“Company”) is the surviving entity.





Axion is
the exclusive licensee of revolutionary patented technologies developed for the
production of structural plastic products such as railroad crossties, bridge
infrastructure, marine pilings and bulk heading.  We believe these
technologies, which were developed by scientists at Rutgers University
(“Rutgers”), can transform recycled consumer and industrial plastics into
structural products which are more durable and have a substantially greater
useful life than traditional products made from wood, steel and
concrete.  In addition, we believe our recycled composite products
will result in substantial reduction in greenhouse gases and also offer flexible
design features not available in standard wood, steel or concrete
products.





The
Merger has been accounted for as a reverse merger in the form of a
recapitalization with Axion as the successor.  The recapitalization
has been given retroactive effect in the accompanying financial
statements.  The accompanying consolidated financial statements
represent those of Axion for all periods prior to the consummation of the
Merger.





Critical
Accounting Policies





Management’s
Discussion and Analysis of Financial Condition and Results of Operations are
based upon our financial statements, which have been prepared in accordance with
generally accepted accounting principles (“GAAP”) in the U.S. The preparation of
financial statements in conformity with GAAP requires management to make
estimates, judgments and assumptions that affect the amounts reported in our
condensed consolidated financial statements and accompanying notes. Our critical
accounting policies are those that affect our financial statements materially
and involve difficult, subjective or complex judgments by
management.


13


An
accounting policy is deemed to be critical if it requires an accounting estimate
to be made based on assumptions about matters that are highly uncertain at the
time the estimate is made, and if different estimates that reasonably could have
been used or changes in the accounting estimate that are reasonably likely to
occur could materially change the financial statements.





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 the financial statements and the
reported amount of revenues and expenses during the reporting
period.  Actual results could differ from those
estimates.





Revenue and Cost Recognition:
Revenue is recognized when persuasive evidence of an agreement with the customer
exists, products are shipped or title passes pursuant to the terms of the
agreement with the customer, the amount due from the customer is fixed or
determinable, collectability is reasonably assured, and when there are no
significant future performance obligations.





Customers
are billed based on the terms included in the contracts, which are generally
upon delivery of certain products or information, or achievement of certain
milestones defined in the contracts.  When billed, such amounts are
recorded as accounts receivable.  Revenue earned in excess of billings
represents revenue related to services completed but not billed, and billings in
excess of revenue earned represent billings in advance of services
performed.





Contract
costs include all direct material and labor costs and those indirect costs
related to contract performance, such as indirect labor, supplies, tools and
depreciation costs.  Losses on contracts are recognized in the period
such losses are determined.  We do not believe warranty obligations on
completed contracts are significant.  Changes in job performance, job
conditions, and estimated profitability, including those arising from contract
penalty provisions, and final contract settlements may result in revisions to
costs and income and are recognized in the period in which the revisions are
determined.





Inventories: Inventories are
priced at the lower of cost (first–in, first–out) or market and consist
primarily of raw materials.  No adjustment has been to the cost of
finished goods inventories as of September 30, 2009.





Property and Equipment:Property and equipment is recorded at cost and depreciated over the
estimated useful lives of the assets using principally the straight-line method.
When items are retired or otherwise disposed of, income is charged or credited
for the difference between net book value and proceeds realized
thereon.  Ordinary maintenance and repairs are charged to expense as
incurred, and replacements and betterments are capitalized.  The range
of estimated useful lives to be used to calculate depreciation for principal
items of property and equipment are as follow:





Asset Category
                
                Depreciation/
                  Amortization PeriodFurniture
      and fixtures
                
                3
      to 5 yearsComputer
      equipment and purchased software
                
                3
      yearsMachinery
      and equipment
                
                2
      to 5 yearsLeasehold
      improvements
                
                Term
      of lease





Goodwill and Intangible
Assets:We do not amortize intangible assets, and instead
annually evaluate the carrying value of intangible assets for
impairment.  We hold licenses and expect the cash flow generated by
the use of the licenses to exceed their carrying value.


14


Impairment of Long-Lived
Assets:  Assets such as property, plant, and equipment, and
purchased intangibles, are reviewed for impairment whenever events or changes in
circumstances indicate that the carrying amount of an asset may not be
recoverable. Goodwill and other intangible assets are tested for impairment
annually. Recoverability of assets to be held and used is measured by a
comparison of the carrying amount of an asset to estimated undiscounted future
cash flows expected to be generated by the asset. If the carrying amount of an
asset exceeds its estimated future cash flows, an impairment charge is
recognized by the amount by which the carrying amount of the asset exceeds the
fair value of the asset.  There were no events or changes in
circumstances that necessitated a review of impairment of long lived
assets.





Stock Based
Compensation:We record stock-based compensation for transactions in
which we exchange our equity instruments for services of employees, consultants
and others based on the fair value of the equity instruments issued at the date
of grant or other measurement date.  The fair value of common stock
awards is based on the observed market value of our stock.  We
calculate the fair value of options and warrants using the Black-Scholes option
pricing model.  Expense is recognized, net of expected forfeitures,
over the period of performance.  When the vesting of an award is
subject to performance conditions, no expense is recognized until achievement of
the performance condition is deemed to be probable.





Reverse Merger Purchase
Accounting:In connection with our Merger, we have made estimates
regarding the fair value of the assets acquired and the liabilities
assumed.   Adjustments to these estimates are made during the
acquisition allocation period, which is generally up to twelve months from the
acquisition date.  Subsequent to the allocation period, costs incurred
in excess of the recorded acquisition accruals are generally expensed as
incurred and if accruals are not utilized for the intended purpose, the excess
will be recorded as an adjustment to the cost of the acquired entity, which was
charged to paid in capital.





Litigation:We are subject to
various claims, lawsuits and administrative proceedings that arise from the
ordinary course of business.  Liabilities and costs associated with
these matters require estimates and judgment based on professional knowledge and
experience of management and our legal counsel.  When estimates of our
exposure for claims or pending or threatened litigation matters meet the
criteria of SFAS No. 5 “Accounting for
Contingencies”, amounts are recorded as charges to
operations.  The ultimate resolution of any exposure may change as
further facts and circumstances become known.  See Note 12 –
“Litigation and Other Contingencies”.





Recent Accounting
Pronouncements





In June
2009, the FASB issued SFAS 168 “The FASB Accounting Standards
Codification and the Hierarchy of Generally Accepted Accounting
Principles” (“SFAS 168”), establishing the FASB Accounting Standards
Codification, (“Codification” or “ASC”) as the single source of authoritative
GAAP to be applied by nongovernmental entities, except for the rules and
interpretive releases of the SEC under authority of federal securities laws,
which are sources of authoritative GAAP for SEC registrants, effective for
interim and annual periods ending after September 15, 2009. The adoption of
these changes did not have a material effect on the Company’s consolidated
financial statements.





In April
2008, the FASB issued guidance, generally codified under ASC Topic 350,
“Intangibles – Goodwill and Other”, that amends the factors that should be
considered in developing renewal or extension assumptions used to determine the
useful life of a recognized intangible asset in order to improve the consistency
between the useful life of a recognized intangible asset and the period of
expected cash flows used to measure the fair value of the asset and is effective
for fiscal years beginning after December 15, 2008. The Company is currently
evaluating the impact, if any, that adoption will have on its consolidated
financial position, results of operations and cash flows.





In June
2008, the FASB issued guidance, generally codified under ASC Topic 260,
“Earnings per Share”, which classifies unvested share-based payment awards that
contain non-forfeitable rights to dividends or dividend equivalents as
participating securities and requires them to be included in the computation of
earnings per share pursuant to the two-class method and is effective for
financial statements issued for fiscal years beginning after December 15, 2008,
and interim periods within those years. It requires all prior period earnings
per share data presented to be adjusted retrospectively. The Company is
currently evaluating the effect, if any, that adoption will have on its
consolidated financial position, results of operations and cash
flows.


15


In
September 2008, the FASB issued FSP No. 133-1 and FIN 45-4, “Disclosures about
Credit Derivatives and Certain Guarantees: An Amendment of FASB Statement No.
133 and FASB Interpretation No. 45; and Clarification of the Effective Date of
FASB Statement No. 161” (“FSP 133-1”). FSP 133-1 requires more extensive
disclosure regarding potential adverse effects of changes in credit risk on the
financial position, financial performance, and cash flows of sellers of credit
derivatives. FSP 133-1 also amends FASB Interpretation No. 45, “Guarantor’s
Accounting and Disclosure Requirements for Guarantees, Including Indirect
Guarantees of Indebtedness to Others,” to require additional disclosure about
the current status of the payment or performance risk of a guarantee. FSP 133-1
also clarifies the effective date of FASB Statement No. 161, “Disclosures about
Derivative Instruments and Hedging Activities,” by stating that the disclosures
required should be provided for any reporting period (annual or quarterly
interim) beginning after November 15, 2008. The Company is currently evaluating
the effect, if any, that the adoption of FSP 133-1 will have on its consolidated
financial position, results of operations and cash flows.





In June
2008, the FASB issued guidance, generally codified under ASC Topic 815,
“Derivatives and Hedging”, on how an entity should determine whether an
instrument (or an embedded feature) is indexed to an entity’s own stock. This
guidance provides for use of a two-step approach to evaluate whether an
equity-linked financial instrument (or embedded feature) is indexed to its own
stock, including evaluating the instrument’s contingent exercise and settlement
provisions. This guidance is effective for financial statements issued for
fiscal years beginning after December 15, 2008. Early application is not
permitted. The Company is currently evaluating the effect, if any, that adoption
will have on its consolidated financial position, results of operations and cash
flows.





In May
2009, the FASB issued guidance, generally codified under ASC Topic 855,
“Subsequent Events”, which sets forth the period after the balance sheet date
during which management of a reporting entity should evaluate events or
transactions that may occur for potential recognition or disclosure in the
financial statements as well as the circumstances under which an entity should
recognize events or transactions occurring after the balance sheet date in its
financial statements and disclosures that an entity should make about events or
transactions that occurred after the balance sheet date. This guidance was
effective for interim and annual periods ending after June 15, 2009. The
adoption of this guidance did not have a material effect on the Company’s
consolidated financial statements.





Results
of Operations





Year
Ended September 30, 2009 Compared to the Period from Inception (November 2007)
to September 30, 2008





Revenue and Cost of Sales.For
the yearended
September 30, 2009, we recognized $1,374,961 of revenue compared to $6,472 of
revenue for the period from inception to September 30, 2008.  In the
current fiscal year, we completed our first construction project, the
construction of two bridges at Fort Bragg, NC, for which we recognized $784,411
of revenue, and also recorded our first significant sales of railroad ties,
which amounted to a total of $590,550 during the period, including $530,347 to a
single customer.  In the prior fiscal year, we earned modest revenues
of $6,472 related to a purchase of railroad crossties by a foreign transit
authority for testing.  In November 2009, we received orders for the
demolition and construction of two bridges on the United States Army base at
Fort Eustis in Virginia, which are expected to be completed during our year
ending September 30, 2010.





Cost of
sales amounted to $995,218 for the year ended September 30, 2009, or
approximately 72% of revenue.  Because these revenues represent the
first significant projects and revenues earned by us, costs of these sales may
not be indicative of costs of sales in the future, which may vary
significantly.


16


Research and Development
Costs.Research and development costs totaled $467,133 in the
fiscal year ended September 30, 2009, compared to $340,457 from inception to
September 30, 2008, reflecting increased expenses related to prototype molds and
products, professional consulting fees, membership dues paid to
technology-related organizations that are directly related to our license, as
well as salaries and expenses related to the development of our quality control
processes.  In addition we conducted new studies with
Rutgers University and other third parties to enhance our product
formulations, develop new innovative products, and expand the reach of our
existing products.





Marketing and Sales
Expenses.Marketing and selling expenses increased from
$90,945 in the period from inception to September 30, 2008 to $497,961 in the
year ended September 30, 2009.  The increase reflects increased
salaries and expenses, primarily for new hires and consultants, directly related
to our marketing and selling efforts.  We are in the early stages of
implementing our marketing and sales strategies. Our initial target markets are
the domestic and international railroad industry, the U.S. military, golf
architecture, and industrial engineering firms.





General and
Administrative.General and administrative costs totaled
$3,398,509 for the fiscal year ended September 30, 2009 compared to $1,269,559
in the period from inception to September 30, 2008.  In the current
fiscal year, we incurred approximately $1.1 million of stock compensation
charges to finance, public relations and investor relations
consultants.  In addition, cash fees to such consultants increased
approximately $0.7 million in the current year, Other expenses, including
salaries, legal fees, travel, supplies, insurance, professional fees and patent
defense costs increased generally with our increased business activities and, in
the current fiscal year, represented a full year of operations..





Depreciation and
Amortization.Depreciation and amortization totaled $179,547
in the year ended September 30, 2009 compared to $25,609 from inception through
September 30, 2008.  The increase relates primarily to machinery and
equipment purchases since the March 2008 merger with Axion International,
Inc.





Other Expense,
Net.  We recorded coupon interest expense totaling
approximately $113,438 and $104,439, respectively, for the periods ending
September 30, 2009 and 2008.  Additionally, we amortize the discounts
resulting from and based on the fair value of warrants issued in connection with
our debt as well as beneficial conversion features. We recorded $475,745 and
$634,002, respectively, in non-cash interest expense for the periods ending
September 30, 2009 and 2008 as we amortized the debenture discounts.  
Interest expense in future periods will increase in future periods as a result
of discounts recorded on $600,000 of convertible debentures issued in September
2009.





In
addition, we recorded debt conversion expense of $1,006,826 and $1,104,871,
respectively for the year ended September 30, 2009 and the period from inception
to September 30, 2008.  These charges result from debt extinguishments
and induced conversions of convertible debt in those periods and primarily
reflect the fair value of stock issued in debt modifications in which we have
offered to reduce existing conversion prices in exchange for holders’ agreement
to convert all or a portion of their holdings prior to maturity.  We
may or may not enter into similar agreements in the future.  If we do,
any related charge will reflect the details of such transactions and may vary
significantly from these historical amounts.





Income Taxes. We have unused
net operating loss carryforwards, which included losses incurred from inception
through September 30, 2009. Due to the uncertainty that sufficient future
taxable income can be recognized to realize associated deferred tax assets, no
income tax benefit from inception through September 30, 2008 has been
recorded.


17


Liquidity
And Capital Resources:  Plan Of Operation





As of September 30, 2009, we had
$1,257,516 in cash and cash equivalents and $1,171,886 of current
liabilities.  In addition, the undiscounted total face value of our
debt amounts to $1,064,736, which is primarily due between September 2010 and
March 2011.  We have used approximately $3.9 million in our operating
activities from inception through September 30, 2009, primarily as a result of
our initial and continuing activities devoted to commercializing our business
and we expect to continue to incur net cash outflows from operations for the
foreseeable future.   Financing activities, consisting principally of
the sale of debt and equity securities, have generated net cash proceeds
totaling approximately $5.1 million from inception through September 30,
2009.  Our ability to pay principal and interest on our outstanding
debentures and to fund our planned operations, depends on our future operating
performance and ability to raise capital. The timing and amount of our financing
needs will be highly dependent on the success of our sales and marketing
programs, our ability to obtain new construction contracts, the size of such
contracts and any associated working capital requirements.  At
September 30, 2009, the amount of firm commitments for future projects was not
significant.





We
believe we will need to raise additional capital through additional equity or
debt financing in the next twelve months in order to fund our planned operations
and repay our debt obligations. Our current operating plans for the next fiscal
year are to meet our existing customer commitments, enhance our research and
development capabilities, expand our marketing and sales and engineering staffs,
and continue to develop innovative solutions.  We
may receive a substantial amount of cash pursuant to the judgment rendered
against Tonga, but the outcome and the timing of the appeal filed by Tonga is
uncertain.  We anticipate that we will have to raise additional funds
through the issuance of debt and/or equity during the next twelve
months.  There can be no assurance that financing will be available,
or if available, that such financing will be upon terms acceptable to
us. Please see the Risk Factor “We are dependent on our ability to raise
capital from external funding sources.  If we are unable to continue
to obtain necessary capital from outside sources, we will be forced to reduce or
curtail operations” in “Item 1A.  Risk Factors” above.





Disclosure
About Off-Balance Sheet Arrangements





We do not
have any transactions, agreements or other contractual arrangements that
constitute off-balance sheet arrangements.





Item
7A. Quantitative and Qualitative Disclosure About Market Risk





Because
we are a smaller reporting company, we are not required to provide the
information called for by this item.





Item
8.  Financial Statement





The
information required by this item is included in pages F-1 through F-22 attached
hereto and incorporated by reference. The index to the consolidated financial
statements can be found on page F-1.





Item
9.  Changes in and Disagreements with Accountants on Accounting and
Financial Disclosure.





None.


18


Item
9A(T). Controls and Procedures





Evaluation
of the Company's Disclosure Controls and Procedures





We
carried out an evaluation, under the supervision and with the participation of
the Company’s management, including our Chief Executive Officer and our Chief
Financial Officer, of the effectiveness of our “disclosure controls and
procedures” (as defined in Rules 13a-15(e) or 15d-15(e) of the Securities
Exchange Act of 1934, as amended (9the “Exchange Act”)) as of September 30,
2009.  Based upon that evaluation, the Chief Executive Officer and the
Chief Financial Officer concluded that due to material weaknesses in our
internal control over financial reporting noted below, our disclosure controls
and procedures were not effective





Our
disclosure controls and procedures are intended to ensure that the information
we are required to disclose in the reports that we file or submit under the
Exchange Act is (i) recorded, processed, summarized and reported within the time
periods specified in the Securities Exchange Commission’s rules and forms and
(ii) accumulated and communicated to our management, including the Chief
Executive Officer and Chief Financial Officer, as the principal executive and
financial officers, respectively, to allow final decisions regarding required
disclosures.  In designing and evaluating our disclosure controls and
procedures, management recognized that any controls and procedures, no matter
how well designed and operated, can provide only reasonable assurances of
achieving the desired control objectives, as ours are designed to do, and
management necessarily was required to apply its judgment in evaluating the
cost-benefit relationship of possible controls and procedures.





Management’s
Annual Report on Internal Control Over Financial Reporting





Our
management is responsible for establishing and maintaining adequate internal
control over financial reporting, as defined in Rules 13a-15(f) and 15d-15(f) of
the Exchange Act.  Internal control over financial reporting is
designed to provide reasonable assurance regarding the reliability of financial
reporting and the preparation and fair presentation of financial statements for
external purposes, in accordance with generally accepted accounting
principles.  The effectiveness of any system of internal control over
financial reporting is subject to inherent limitations and therefore, may not
prevent or detect misstatements.  Also, projections of any evaluation
of effectiveness of future periods are subject to the risk that the controls may
become inadequate due to change in conditions, or that the degree of compliance
with the policies or procedures may deteriorate.





Our
management conducted an evaluation of the effectiveness of internal control over
financial reporting using the criteria set forth by the Committee of Sponsoring
Organizations of the Treadway Commission.  Based on this evaluation,
our management concluded that as of September 30, 2009, our internal
controls over financial reporting were not effective due to the following
material weaknesses:


·
            Insufficient
      personnel or expertise in the accounting function to provide for adequate
      segregation of duties surrounding the approval, processing and recording
      of transactions, the proper recording of complex transactions, independent
      review of journal entries and account analyses, an adequate monitoring
      program and a robust risk assessment
function.


·
            Missing
      or nonoperating controls over the recording of stock-based compensation
      transactions, allocation of production costs, and the preparation of
      account analyses.


·
            Insufficient
      formal documentation of accounting policies and procedures to ensure
      continued operating effectiveness.




As a
result of these weaknesses, certain errors in accounting for debt modifications,
debt discounts and share-based transactions in the year ended September 30, 2008
and the nine months ended June 30, 2009 were not prevented or detected.


Management
intends to focus its remediation efforts in the near term on developing
additional formal policies and procedures surrounding transaction processing,
particularly with respect to debt and share-based transactions, and
period-end account analyses and providing for additional review and monitoring
procedures and periodically assess the need for additional accounting resources
as the business develops.  Management will continue to monitor and
evaluate the effectiveness of our internal controls and procedures and our
internal control over financial reporting on an ongoing basis and are committed
to taking further action and implementing enhancements or improvements, as
necessary.


19


This
annual report does not include an attestation report of the Company’s registered
public accounting firm regarding internal control over financial
reporting.  Management’s report was not subject to attestation by the
Company’s registered public accounting firm pursuant to temporary rules of the
Securities and Exchange Commission that permit the Company to provide only
management’s report in this annual report.





Changes
in internal control over financial reporting.





There was
no change in our internal control over financial reporting (as defined in Rules
13a-13(f) and 15d-15(f) under the Exchange Act) that occurred during our fourth
fiscal quarter of the fiscal year ended September 30, 2009, that has materially
affected, or is reasonably likely to materially affect, our internal control
over financial reporting.





In
October 2009, Michael Johnson resigned as our Chief Financial Officer, at which
time Gary Anthony was appointed to replace him.





Item
9B.  Other Information





None.


20




PART
III.
 
 Item
10.  Directors, Executive Officers and Corporate
Governance
 
 Directors
and Executive Officers
 
 The
following table sets forth the names and ages of all of our current directors
and executive officers along with their current positions.  All
directors hold office until the next annual meeting of stockholders or until
their successors have been elected and qualified.
 
 Name
                      
                      Age
                      
                      Position
      with the CompanyJames
      Kerstein
                      
                      51
                      
                      Chief
      Executive Officer and DirectorMarc
      Green
                      
                      62
                      
                      President,
      Treasurer and DirectorLori
      Jones
                      
                      52
                      
                      DirectorAlan
      Siegel
                      
                      71
                      
                      DirectorMiles
      Slater
                      
                      66
                      
                      DirectorGary
      Anthony
                      
                      49
                      
                      Secretary
      and Chief Financial
Officer
 
 The
principal occupations of and certain other information about each of our
executive officers and directors are as follows:
 
 James J. Kerstein. Mr.
Kerstein has served as one of our directors and as our Chief Executive Officer
since the Effective Date.  He has served as the Chief Executive
Officer of Axion since 2007.  Prior to joining Axion, Mr. Kerstein was
the President of Plast-O-Matic Valves Inc., a privately-held manufacturer of
high end polymer valves focused on the semiconductor and wastewater
industries.   From 1996 to 2004, he was the founder, Chief
Executive Officer, President and Chairman of Polywood, Inc., a manufacturer of
recycled plastic resins utilizing the Rutgers University developed technologies
for the production of structural plastic products.  Mr. Kerstein is
credited as a co-inventor on multiple patents dealing with formulations and uses
of recycled plastics
 
 Marc Y. Green. Mr. Green has
served as one of our directors and as our President and Treasurer since the
Effective Date.  He has served as President and Treasurer of Axion
since its inception in August 2006.  From July 2007 to December 2007,
Mr. Green was an Investment Advisor at Merrill Lynch Private Client Group
advising high net worth individuals  Prior to joining Merrill Lynch,
Mr. Green was a Senior Vice President of Keefe, Bruyette & Woods, an
investment banking firm, managing institutional sales.  From March
2003 to September 2004, Mr. Green served as Chief Operating Officer of Polywood,
Inc.
 
 Lori A. Jones. Lori Jones,
C.P.A, is the founder of JJM Consulting, a boutique financial consulting firm
that provides clients with services in accounting and finance disciplines as
well as in strategic initiatives.  As principal of JJM Consulting, she
provides consulting services to various entities, including serving as Chief
Financial Officer of Issuer Direct Corporation (OTCBB: ISDR) since June 2008.
Ms. Jones has served as one of our directors since December 1,
2006.  She served as our Chief Executive Officer from December 2004 to
the Effective Date.  Ms. Jones served as our interim Principal
Financial Officer from December 2006 to the Effective Date and as our Chief
Financial Officer from January 2003 until December 2004.  From March
2001 to January 2003, Ms. Jones was a partner with Tatum CFO Partners LLP, a
financial consulting company.  From May 2000 to March 2001, Ms. Jones
served as the chief financial officer of Worldmerc Incorporated. From January
1999 to May 2000, Ms. Jones was the chief financial officer of Billserv Inc., an
electronic billing presentation and payment service company.  From May
1990 to December 1998, Ms. Jones served in various capacities, including chief
financial officer, at Docucon, Inc., a document imaging services
company.  Ms. Jones is a C.P.A. and holds a M.B.A. from the University
of Texas at San Antonio.
  21
 
 Alan Siegel. Alan Siegel is
founder and CEO of the brand consultancy, Siegel+Gale, devoted to positioning
global companies for competitive success.  Since the consultancy’s
founding in 1969, Mr.Siegel has created strategic branding programs for many
leading companies, including 3M, CBS, Xerox and American
Express.  Previously, he held various positions in the communications
industry at agencies such as BBDO, Ruder Finn, and Sandgren & Murtha. A
consultant, teacher and commentator, Mr. Siegel has advised and written
extensively on simplicity and the use of plain English in business
communications and documents.  He has also served on advisory boards
of a number of private businesses and cultural organizations.  Mr.
Siegel is a graduate of Cornell University’s School of Industrial and Labor
Relations
 
 Miles Slater. Miles Slater is
a former President and CEO of Salomon Brothers International, Ltd. and also
served as a member of Salomon Brothers’ Board of Directors. Mr. Slater began his
career in investment banking working at the Federal Open Market Committee
Trading Desk and held senior executive and board positions with several Wall
Street firms including First Pennco Securities, Blyth Eastman Dillon and Bankers
Trust Company. He has also been Chairman of the Advisory Board of the Swiss
Private bank Bank Julius Baer.  Since his retirement from Salomon
Brothers in 1988, Mr. Slater has served on numerous private-company and
not-for-profit boards. Mr. Slater holds a degree in Finance from New York
University.
 
 Gary Anthony.  Gary
Anthony was appointed Chief Finanical Officer and Secretary in October
2009.  Since October 2007, Mr. Anthony has served as Controller of
Xenomics, Inc., a molecular diagnostics company and from October 2008 through
June 2009, as a Vice President. From November 2004 through October 2007, Mr.
Anthony served as the Director of Accounting and Compliance for Palatin
Technologies, Inc., a publicly traded pharmaceutical company. Mr. Anthony earned
his BS in Accounting from Monmouth College.
 
 Family
Relationships
 
 There are
no family relationships among our executive officers and directors.
 
 Legal
Proceedings
 
 During
the past five years, none of our executive officers, directors, promoters or
control persons has been involved in a legal proceeding material to an
evaluation of the ability or integrity of such person.
 
 Section
16(a) Beneficial Ownership Reporting Compliance
 
 Section
16(a) of the Securities Exchange Act of 1934 requires our directors and
executive officers, and any persons who own more than 10 percent of a registered
class of our equity securities, to file reports of ownership and changes of
ownership on Forms 3, 4 and 5 with the Securities and Exchange
Commission.  Officers, directors, and greater than 10% shareholders
are required to furnish us with copies of all such forms that they
file.
 
 To our
knowledge, based solely on review of the copies of such reports furnished to us
during fiscal 2009, all such filing requirements were met, except Mr. Siegel did
not file a Form 3 upon becoming a director and Insight Partners, LLC did not
file a Form 3 upon becoming a 10% shareholder.
 
 Code
of Ethics
 
 We
adopted a code of ethics which our senior financial officers, executive
officers, and general and project managers are expected to adhere to and promote
throughout the organization.  Our code of ethics may be found on our
website at www.axionintl.com.  We
intend to disclose on our website any waivers or amendments to our code of
ethics within five business days of such action.
 
 Director
Nominations
 
 We do not
maintain a nominating committee of the board.  Nominations for
election or appointment to the board are made by the full
board.  Because of our small size we do not believe that a nominating
committee would significantly improve our nomination process.  We do
not have in place procedures by which security holders may recommend nominees to
the board of directors and have not received any recommendations for nominee for
the board of directors from any security holders.
  22
 
 Audit
Committee
 
 We have established an Audit Committee,
with Lori Jones as its sole member and financial expert.  The Audit
Committee does not have a formal charter document.
 
 Item
11.  Executive Compensation
 
 The
following Summary Compensation Table sets forth, for the years indicated, all
cash compensation, paid, distributed or accrued for services, including salary
and bonus amounts, rendered in all capacities by our Chief Executive Officer,
our former Chief Executive Officer and all other executive officers who received
or are entitled to receive compensation in excess of $100,000 during the stated
period.
  Summary
Compensation Table
 Name
      and
                              
                              Fiscal
                              
                              Salary
                              
                              
                              Bonus
                              
                              
                              Option
                                Awards
                              
                              
                              All
      other
                                Compensation
                              
                              
                              TotalPrincipal Position
                              
                              Year
                              
                              ($)
                              
                              
                              ($)
                              
                              
                              ($)
                              
                              
                              ($)
                              
                              
                              ($)James
      Kerstein
                              
                              2009
                              
                              
                              208,000
                              
                              
                              
                              -
                              
                              
                              
                              -
                              
                              
                              
                              10,200
                              (1)
                              
                              
                              218,200Chief
      Executive Officer
                              
                              2008
                              
                              
                              208,000
                              
                              
                              
                              -
                              
                              
                              
                              -
                              
                              
                              
                              10,200
                              (1)
                              
                              
                              218,200Marc
      Green
                              
                              2009
                              
                              
                              120,000
                              
                              
                              
                              -
                              
                              
                              
                              -
                              
                              
                              
                              -
                              
                              
                              
                              120,000President
      and Treasurer
                              
                              2008
                              
                              
                              120,000
                              
                              
                              
                              -
                              
                              
                              
                              -
                              
                              
                              
                              -
                              
                              
                              
                              120,000Michael
      Johnson (2)
                              
                              2009
                              
                              
                              71,250
                              
                              
                              
                              -
                              
                              
                              
                              -
                              
                              
                              
                              -
                              
                              
                              
                              71,250Former
      Chief Financial Officer and Secretary
                              
                              2008
                              
                              
                              22,500
                              
                              
                              
                              -
                              
                              
                              
                              -
                              
                              
                              
                              -
                              
                              
                              
                              22,500Gary
      Anthony (3)
                              
                              2009
                              
                              
                              2,885
                              
                              
                              
                              -
                              
                              
                              
                              -
                              
                              
                              
                              -
                              
                              
                              
                              2,885Chief
      Financial Officer and Secretary
                              
                              2008
                              
                              
                              -
                              
                              
                              
                              -
                              
                              
                              
                              -
                              
                              
                              
                              -
                              
                              
                              
                              -
 
 (1)
Includes an automobile allowance in the amount of $850.00 per
month.
 (2)
Michael Johnson joined the Company in April 2008 as Chief Financial Officer on a
part-time basis and resigned in October 2009
 (3) Gary
Anthony was appointed Chief Financial Officer and Secretary on a part-time basis
in October 2009.
 
 Employment
Agreements
 
 James
Kerstein
 
 Axion
entered into an employment agreement, dated as of January 1, 2008, with Mr.
Kerstein that provides for his continued employment with Axion as Chief
Executive Officer through January 1, 2013. Under the terms of the employment
agreement, Mr. Kerstein receives annual base compensation in the amount of
$208,000, which will be increased to the following amounts upon reaching the
following revenue milestones: (i) $388,000 upon Axion achieving annual revenues
of $10,000,000, (ii) $488,000 upon Axion achieving annual revenues of
$15,000,000, and (iii) $508,000 upon Axion achieving annual revenues of
$25,000,000.  Mr. Kerstein is also entitled to receive benefits
(including health insurance) provided to other senior executives and automobile
allowance of $850 per month.
  23
 
 In
addition, Mr. Kerstein was awarded options to purchase 16 shares of Common Stock
of Axion at an exercise price of $1.00 per share.  As a result of the
Merger and the reverse stock split, such options were automatically converted
into the right to purchase 762,076 shares of Common Stock of the Company, at an
exercise price of $.00002 per share.  The options are exercisable for
a term of five years, of which (i) 190,519 shares vest upon Axion achieving
annual revenues of $10,000,0000, (ii) 285,779 shares vest upon Axion achieving
annual revenues of $15,000,000 and (iii) 285,779 shares vest upon Axion
achieving annual revenues of $25,000,000; provided, all of the options vest in
the event of (i) a change of control, as defined in his employment agreement,
(ii) termination of Mr. Kerstein’s employment by Axion without cause, as defined
in his employment agreement, or (iii) termination of Mr. Kerstein’s employment
by Mr. Kerstein  for good reason, as defined in the employment
agreement.
 
 If
Mr. Kerstein is terminated without cause, as defined in his employment
agreement, or by Mr. Kerstein for good reason, as defined in his employment
agreement, he will receive (i) the remainder of his salary, (ii) benefits
provided to other senior executives and (iii) automobile allowance of $850 per
month, each through the normal expiration date of his employment
term.  If Mr. Kerstein is terminated due to his permanent disability,
he will receive for a period of six months (i) his base salary, (ii) benefits
provided to other senior executives and (iii) automobile allowance of $850 per
month.  In addition, if Mr. Kerstein is terminated due to his death,
he will receive base salary for a period of six months.
 
 The
agreement also contains covenants governing confidentiality, non-competition and
non-solicitation upon the termination of his employment. The non-compete
continues for a period of 12 months following termination of
Mr. Kerstein’s employment.
 
 Mr.
Kerstein’s agreement was amended in December 2008 solely for the purpose of
making it more compliant with provisions of Section 409A of the Internal Revenue
Code that took effect on December 31, 2008.
 
 Marc
Green
 
 Axion has
entered into an employment agreement, dated as of January 1, 2008, with Mr.
Green that provides for his continued employment with Axion as President through
January 1, 2011. Under the terms of the employment agreement, Mr. Green
receives annual base compensation in the amount of $120,000, which will be
increased to the following amounts upon reaching the following revenue
milestones:  (i) $150,000 upon Axion achieving annual revenues of
$10,000,000, and (ii) $180,000 upon Axion achieving annual revenues of
$25,000,000.  Mr. Green is also entitled to receive benefits
(including health insurance) provided to other senior executives.
 
 In
addition, Mr. Green was awarded options to purchase 8 shares of Common Stock of
Axion at an exercise price of $1.00 per share.  As a result of the
Merger and reverse stock split, such options were automatically converted into
the right to purchase 381,038 shares of Common Stock of the Company, at an
exercise price of $.00002 per share.  The options are exercisable for
a term of five years and vest upon Axion achieving annual revenues of
$25,000,000; provided, all of the options vest in the event of (i) a change of
control, as defined in his employment agreement, (ii) termination of Mr. Green’s
employment by Axion without cause, as defined in his employment agreement, or
(iii) termination of Mr. Green’s employment by Mr. Green for good reason, as
defined in the employment agreement.
 
 If
Mr. Green is terminated without cause, as defined in his employment
agreement, or by Mr. Green for good reason, as defined in his employment
agreement, he will receive (i) his base salary for up to one year, (ii) benefits
provided to other senior executives (including health insurance) through the
normal expiration date of his employment term and (iii) automobile allowance of
$850 per month through the normal expiration date of his employment
term.  If Mr. Green is terminated due to his permanent disability, he
will receive for a period of six months (i) his base salary, and (ii) benefits
provided to other senior executives.  In addition, if Mr. Green is
terminated due to his death, he will receive base salary for a period of six
months.
 
 The
agreement also contains covenants governing confidentiality, non-competition and
non-solicitation upon the termination of his employment. The non-compete
continues for a period of 12 months following termination of
Mr. Green’s employment.
  24
 
 Mr.
Green’s agreement was amended in December 2008 solely for the purpose of making
it more compliant with provisions of Section 409A of the Internal Revenue Code
that took effect on December 31, 2008.
 
 Lori
A. Jones
 
 Holdings
had entered into an employment agreement, dated as of April 1, 2005, with Ms.
Jones that provided for her continued employment as Chief Executive Officer or
such other position as may be mutually agreed. Under the terms of the employment
agreement, Ms. Jones was entitled to receive a base salary of $175,000 and bonus
compensation of $50,000 payable in 12 monthly installments upon the stockholder
approval or closing of an acquisition, merger or other strategic
transaction.  Pursuant to an agreement dated March 28, 2008, Ms. Jones
agreed to receive 25,000 shares of our Common Stock in lieu of the $50,000 cash
bonus she was entitled to receive as a result of the Merger.  Ms.
Jones was also entitled to receive benefits provided to other senior
executives.  Ms. Jones also participated in an incentive reward
program, which includes a 1% overriding royalty interest that is proportionately
reduced to our net interest in all oil and gas deals.
 
 Upon
termination of Ms. Jones’ employment without cause, as defined in her employment
agreement, or if she resigned her employment for good reason, as defined in her
employment agreement, including a termination of employment in connection with a
change of control, as defined in her employment agreement, Ms. Jones was
entitled to receive salary for a period of twelve months.  Ms. Jones
agreed to terminate her employment agreement without any obligation on the part
of Holdings to pay her severance.
 
 In April
2008, Holdings entered into a consulting arrangement with Ms. Jones whereby Ms.
Jones agreed to continue to provide consulting services to the Company’s new
management team through December 2008.  Pursuant to the consulting
arrangement, Ms. Jones received a fixed fee of $22,500 plus a monthly fee of
$3,000.
 
 Compensation
of Directors
 
 The
following table shows compensation to all directors who were not also employees
or officers during fiscal year ended September 30, 2009.
 
 Compensation
of Directors
 
 Name
                    
                    Option
      Awards
                    
                    
                    All
      Other Compensation
                    
                    
                    TotalLori
      Jones
                    
                    $
                    17,895
                    
                    
                    
                    -
                    
                    
                    $
                    17,895Alan
      Siegel
                    
                    
                    28,632
                    
                    
                    
                    -
                    
                    
                    
                    28,632Miles
      Slater
                    
                    
                    28,632
                    
                    
                    
                    -
                    
                    
                    
                    28,632Michael
      Martin (1)
                    
                    
                    -
                    
                    
                    
                    -
                    
                    
                    
                    -
 
 (1) Mr.
Martin resigned as a member of the Board of Directors in May 2009.
 
 Outstanding
Equity Awards at Fiscal Year End
 Option
Awards
 
 Name
                    
                    Number
      of Securities
                      Underlying
                      Unexercised
      Options
                      Unexercisable
                    
                    
                    Option
      Exercise Price
                    
                    Option
      Expiration DateJames
      Kerstein
                    
                    
                    762,076
                    
                    
                    $
                    .00002
                    
                    1/1/2013Marc
      Green
                    
                    
                    381,038
                    
                    
                    
                    .00002
                    
                    1/1/2013
  25
  Item
12.  Security Ownership of Certain Beneficial Owners and Management
and Related Stockholder Matters
 
 The
following table sets forth information regarding the number of shares of our
Common Stock beneficially owned as of September 30, 2009, by each of our
directors, each of our executive officers, all of our executive officers and
directors as a group, and by any person or “group,” as that term is used in
Section 13(d)(3) of the Exchange Act, known to us to own beneficially more than
5% of the outstanding shares of our Common Stock. Except as otherwise set forth
below, the address of each of the persons listed below is c/o Axion
International Holdings, Inc., 180 South Street, Suite 104, New Providence, New
Jersey 07974.
 
 Name
      and Address of Beneficial
                    Owner
                  
                  Amount
      and Nature of
                    Beneficial
      Ownership
                  
                  
                  Percent
                    of
      Class (1)James
      Kerstein (2)
                  
                  
                  2,000,450
                  
                  
                  
                  10.4
                  %Marc
      Green (3)
                  
                  
                  1,120,744
                  
                  
                  
                  5.8
                  %Gary
      Anthony
                  
                  
                  -
                  
                  
                  
                  *Lori
      A. Jones(4)
                  
                  
                  51,960
                  
                  
                  
                  *Alan
      Siegel(5)
                  
                  
                  50,000
                  
                  
                  
                  *Miles
      Slater(6)
                  
                  
                  253,945
                  
                  
                  
                  1.3
                  %Insight
      Partners LLC
                    4800
      Hampden Lane
                    7th
      Floor
                    Bethesda,
      MD 20814
                  
                  
                  1,693,182
                  
                  
                  
                  8.8
                  %Harborview
      Master Fund, L.P.
                    c/o
      Harbour House
                    Waterfront
      Drive
                    PO
      Box 972
                    Road
      Town
                    Tortola,
      British Virgin Islands (7)
                  
                  
                  1,526,259
                  
                  
                  
                  7.8
                  %All
      directors and officers as a group
                    (6
      persons)
                  
                  
                  3,477,099
                  
                  
                  
                  18.0
                  %
 
 * Less
than 1% of outstanding shares.
 
 (1)
              As of September 30, 2009, we had
      19,243,669 shares of common stock outstanding.  Unless otherwise
      indicated in these footnotes, each stockholder has sole voting and
      investment power with respect to the shares beneficially owned. All share
      amounts reflect beneficial ownership determined pursuant to Rule 13d-3
      under the Exchange Act. All information with respect to beneficial
      ownership has been furnished by the respective director, executive officer
      or stockholder, as the case may
be.
 (2)
              Excludes options to purchase
      762,076 shares of common stock, which options have not yet
      vested.
 (3)
              Excludes options to purchase
      381,038 shares of common stock, which options have not yet
      vested.
 (4)
              Includes options to purchase
      25,000 shares of common
stock.
 (5)
              Includes
      options to purchase 50,000 shares of common
  stock.
 (6)
              Includes
      options to purchase 50,000 shares of common
  stock.
 (7)
              Includes
      warrants to purchase 100,000 shares of common stock and 115,000 shares of
      common stock issuable on exercise of convertible
  notes.
 26
 Equity
Compensation Plan Information
 
 The following table provides
information regarding the status of our existing equity compensation plans at
September 30, 2009.
 Plan Category
                                
                                Numberof
      securities to
                                  beissued
      upon exercise
                                  ofoutstanding options,
                                  warrants and rights
                                
                                
                                Weighted-average
                                  exerciseprice
      of
                                  outstanding option,
                                  warrants and rights
                                
                                
                                Number of securities
                                  remaining available for
                                  future issuance under
                                  equitycompensation
                                  plans(excluding
                                  securitiesreflected in
                                  the secondcolumn)Equity compensation plans approved by security
      holders
                                
                                
                                -
                                
                                
                                
                                -
                                
                                
                                
                                2,886,550Equity compensation plans not approved by security
      holders
                                
                                
                                2,344,799
                                
                                
                                $
                                0.49
                                
                                
                                
                                21,250Total
                                
                                
                                2,344,799
                                
                                
                                $
                                0.49
                                
                                
                                
                                2,907,800
 
 2000
Stock Incentive Plan
 
 In
September 2000, the Board of Directors adopted the 2000 Stock Incentive Plan
(the “2000 Plan”). Pursuant to applicable law, the 2000 Plan has not been
approved by our shareholders.  The 2000 Plan provides for the granting
of incentive stock options and non-qualified stock options, as determined by a
committee appointed by the Board of Directors; however since the 2000 Plan has
not been approved by shareholders, only non-qualified stock options may be
granted pursuant to this plan.
 
 Number of
Shares Subject to the 2000 Plan.  The 2000 Plan authorizes the grant
of options relating to an aggregate of 12,500 shares of Common
Stock.  If any corporate transaction occurs which causes a change in
our capitalization (for example, a reorganization, recapitalization, stock
split, stock dividend, or the like), the number of shares of stock available and
the number of shares of stock subject to outstanding options granted under the
2000 Plan will be adjusted appropriately and equitably to prevent dilution or
enlargement of a participant’s rights.
 
 Eligibility
for Participation.  Individuals eligible to participate in the 2000
Plan are our employees and employees of our subsidiaries, but not any of our or
our subsidiaries’ officers.
 
 Terms of
Options.  Options granted to employees may be either incentive stock
options (ISOs), which satisfy the requirements of Internal Revenue Code Section
422, or nonstatutory stock options (NSOs), which are not intended to satisfy
such requirements.  The exercise price for the grant of an NSO under
the 2000 Plan may be any price that is greater than or equal to 85% of the fair
market value of the Common Stock on the date the NSO is granted.  The
exercise price of an ISO must be at least equal to 100% (110% for
10%-shareholders) of the fair market value of our Common Stock on the date the
ISO is granted.  Options expire at the times determined by the
committee, as specified in the applicable award agreement. However, no option is
exercisable later than the tenth anniversary of the grant date, and any ISO
granted to a 10%-shareholder must be exercisable on or before the fifth
anniversary of the grant date.
 
 Vesting
and Acceleration.  Options vest at the times determined by the
committee, as specified in the applicable award agreement. A participant’s
options become fully vested upon the termination of the participant’s employment
as a result of a reduction in force and upon the occurrence of our change in
control.  In general, a change in control will be deemed to have
occurred upon the acquisition by any person of more than 50% of our outstanding
voting securities (or securities subject to conversion into voting securities),
the acquisition by any person of the power to elect a majority of our directors,
certain mergers and other corporate transactions if the holder’s of our voting
securities before the transaction receive less than 50% of the outstanding
voting securities of the reorganized, merged or consolidated entity, after the
transaction, and our complete liquidation or dissolution, or the sale of all or
substantially all of our assets, if approval of our shareholders is required for
the transaction.
  27
 
 Term.  The
2000 Plan expires on September 8, 2010.
 
 2000
Officer and Employee Recruitment Stock Incentive Plan
 
 In
September 2000, the Board of Directors adopted the Officer and Employee
Recruitment Stock Incentive Plan (the “2000 Plan”). Pursuant to applicable law,
the 2000 Plan has not been approved by our shareholders.  The 2000
Plan provides for the granting of incentive stock options and non-qualified
stock options, as determined by a committee appointed by the Board of Directors;
however since the 2000 Plan has not been approved by shareholders, only
non-qualified stock options may be granted pursuant to this plan.
 
 Number of
Shares Subject to the 2000 Plan.  The 2000 Plan authorizes the grant
of options relating to an aggregate of 12,500 shares of Common
Stock.  If any corporate transaction occurs which causes a change in
our capitalization (for example, a reorganization, recapitalization, stock
split, stock dividend, or the like), the number of shares of stock available and
the number of shares of stock subject to outstanding options granted under the
2000 Plan will be adjusted appropriately and equitably to prevent dilution or
enlargement of a participant’s rights.
 
 Eligibility
for Participation.  Individuals eligible to participate in the 2000
Plan are our new employees and officers of the company.
 
 Terms of
Options.  Options granted to employees may be either incentive stock
options (ISOs), which satisfy the requirements of Internal Revenue Code Section
422, or nonstatutory stock options (NSOs), which are not intended to satisfy
such requirements.  The exercise price for the grant of an NSO under
the 2000 Plan may be any price that is greater than or equal to 85% of the fair
market value of the Common Stock on the date the NSO is granted.  The
exercise price of an ISO must be at least equal to 100% (110% for
10%-shareholders) of the fair market value of our Common Stock on the date the
ISO is granted.  Options expire at the times determined by the
committee, as specified in the applicable award agreement. However, no option is
exercisable later than the tenth anniversary of the grant date, and any ISO
granted to a 10%-shareholder must be exercisable on or before the fifth
anniversary of the grant date.
 
 Vesting
and Acceleration.  Options vest at the times determined by the
committee, as specified in the applicable award agreement. A participant’s
options become fully vested upon the termination of the participant’s employment
as a result of a reduction in force and upon the occurrence of our change in
control.  In general, a change in control will be deemed to have
occurred upon the acquisition by any person of more than 50% of our outstanding
voting securities (or securities subject to conversion into voting securities),
the acquisition by any person of the power to elect a majority of our directors,
certain mergers and other corporate transactions if the holder’s of our voting
securities before the transaction receive less than 50% of the outstanding
voting securities of the reorganized, merged or consolidated entity, after the
transaction, and our complete liquidation or dissolution, or the sale of all or
substantially all of our assets, if approval of our shareholders is required for
the transaction.
 
 2003
Stock Option Plan
 
 In
September 2003, the Board of Directors adopted the Officer and Employee
Recruitment Stock Incentive Plan (the “2003 Plan”). Pursuant to applicable law,
the 2003 Plan has been approved by our shareholders.  The 2003 Plan
provides for the granting of incentive stock options and non-qualified stock
options, as determined by a committee appointed by the Board of
Directors.
  28
 
 Number of
Shares Subject to the 2003 Plan.  The 2003 Plan authorizes the grant
of options relating to an aggregate amount equal to fifteen percent of the
aggregate number of shares of the Company’s outstanding Common
Stock.  If any corporate transaction occurs which causes a change in
our capitalization (for example, a reorganization, recapitalization, stock
split, stock dividend, or the like), the number of shares of stock available and
the number of shares of stock subject to outstanding options granted under the
2003 Plan will be adjusted appropriately and equitably to prevent dilution or
enlargement of a participant’s rights.
 
 Eligibility
for Participation.  Individuals eligible to participate in the 2003
Plan are our employees and employees of our subsidiaries, but not any of our or
our subsidiaries’ officers.
 
 Terms of
Options.  Options granted to employees may be either incentive stock
options (ISOs), which satisfy the requirements of Internal Revenue Code Section
422, or nonstatutory stock options (NSOs), which are not intended to satisfy
such requirements.  The exercise price for the grant of an NSO under
the 2000 Plan may be any price that is greater than or equal to 85% of the fair
market value of the Common Stock on the date the NSO is granted.  The
exercise price of an ISO must be at least equal to 100% (110% for
10%-shareholders) of the fair market value of our Common Stock on the date the
ISO is granted.  Options expire at the times determined by the
committee, as specified in the applicable award agreement. However, no option is
exercisable later than the tenth anniversary of the grant date, and any ISO
granted to a 10%-shareholder must be exercisable on or before the fifth
anniversary of the grant date.
 
 Vesting
and Acceleration.  Options vest at the times determined by the
committee, as specified in the applicable award agreement. A participant’s
options become fully vested upon the termination of the participant’s employment
as a result of a reduction in force and upon the occurrence of our change in
control.  In general, a change in control will be deemed to have
occurred upon the acquisition by any person of more than 50% of our outstanding
voting securities (or securities subject to conversion into voting securities),
the acquisition by any person of the power to elect a majority of our directors,
certain mergers and other corporate transactions if the holder’s of our voting
securities before the transaction receive less than 50% of the outstanding
voting securities of the reorganized, merged or consolidated entity, after the
transaction, and our complete liquidation or dissolution, or the sale of all or
substantially all of our assets, if approval of our shareholders is required for
the transaction.
 
 Individual
Performance Based Arrangements
 
 We have
issued stock options pursuant to employment agreements with our Chief Executive
Officer and our President, granting the right to 762,076 and 381,038 shares of
Common Stock, respectively, at an exercise price of $.00004 per share, under the
terms of certain performance-based stock options.
  29
 
 Item
13.  Certain Relationships and Related Transactions
 
 Harborview
Master Fund, L.P.
 
 In July
2009, we issued a 0% short-term note to Harborview Master Fund, L.P. in the
amount of $100,000 together with three-year warrants to purchase 100,000 shares
of our common stock at an exercise price of $0.88 per share.  The
amount of the note was repaid during the fiscal year ended September 30,
2009.
 
 Regal
Capital LLC.
 
 Pursuant
to a management consulting agreement with Regal Capital LLC (“Regal’), of which
our former Secretary and Director Michael Martin is a managing partner, we paid
to Regal a $247,500 in the aggregate for management consulting
services.  In addition, we issued to Regal five-year warrants for
156,256 shares of our common stock exercisable at $0.88 per share.  In
May 2009, we issued a 0% short-term note to Regal in the amount of $25,000
together with five-year warrants for 30,000 shares of our common stock at an
exercise price of $0.88 per share.  The amount of the note was repaid
during the fiscal year ended September 30, 2009.  In addition, we
entered into a three-year sales agreement with Regal under which Regal would
earn sales commissions based on our sales to customers introduced to us by
Regal.
 
 Rutgers
Agreements.
 
 Pursuant
to a License Agreement (the “License Agreement”) with Rutgers, formerly a
5%-shareholder, Axion has acquired an exclusive royalty-bearing license in
specific but broad global territories to make, have made, use, sell, offer for
sale, modify, develop, import and export products made using patent and patent
pending applications owned by Rutgers.  As a result of the License
Agreement, Axion was granted the right to grant sublicenses. These exclusive
rights are for the following territories:  United States, Canada,
Central America, the Caribbean, Mexico, South America, South Korea, Saudi Arabia
and Russia.  We also have co-exclusive rights for China.  We
plan to use these patented technologies in the production of structural plastic
products such as railroad crossties, bridge infrastructure, utility poles,
marine pilings and bulk heading.
 
 Axion is
obligated to pay 1.5 – 3.0% royalties on various product sales to Rutgers,
subject to a minimum of $10,000 in calendar year 2008, increasing to and
remaining constant at $200,000 by and after calendar year 2011, and to reimburse
Rutgers for certain patent defense costs.  We also pay annual membership
dues to AIMPP, a department of Rutgers, as well as consulting fees for research
and development processes.  In the fiscal year ended September 30,
2009, we recorded approximately $24,000 of royalty expense due to
Rutgers.
 
 The
License Agreement runs until the expiration of the last to expire issued patent
within the Rutgers’ technologies licensed under the License Agreement, unless
terminated earlier.
 
 We also
enter into research agreements with Rutgers from time to time.  During
the fiscal year ended September 30, 2009, we recorded approximately $180,000 of
research expenses for work performed for us under these agreements.
 
 Item
14. Principal Accountant Fees and Services.
 
 Jewett,
Schwartz, Wolfe and Associates served as our independent registered public
accounting firm for fiscal 2009 and fiscal 2008.
 
 Audit
Fees. For fiscal 2009, Jewett, Schwartz, Wolfe and Associates billed us a total
of $31,000 for professional services rendered for the audit of our annual
consolidated financial statements, review of our consolidated financial
statements in our Forms 10-Q and services provided in connection with regulatory
filings. For fiscal 2008, the total billed for the same services was of
$15,000.
 
 Audit-Related
Fees. For fiscal 2009 and 2008, Jewett, Schwartz, Wolfe and Associates did not
perform or bill us for any audit-related services.
  30
 
 Tax Fees.
For fiscal 2009, we anticipate that Jewett, Schwartz, Wolfe and Associates will
bill us a total of $15,000 for professional services rendered for tax
compliance. For fiscal 2008, Jewett, Schwartz, Wolfe and Associates have billed
us $15,000 for professional services to date rendered for tax
compliance.
 
 All Other
Fees. Jewett, Schwartz, Wolfe and Associates did not perform or bill us for any
services other than those described above for fiscal 2009 and 2008.
 
 Policy on
Audit Committee Pre-Approval of Audit and Permissible Non-Audit Services of
Independent Auditors. Consistent with SEC policies regarding auditor
independence, the Audit Committee has responsibility for appointing, setting
compensation for and overseeing the work of the independent registered public
accounting firm. In recognition of this responsibility, the Audit Committee has
established a policy to pre-approve all audit and permissible non-audit services
provided by the independent registered public accounting firm.
  31




PART
IV.





Item
15.  Exhibits, Financial Statement Schedules





(a)
            Financial
      Statements


·
            Consolidated
      Balance Sheets as of September 30, 2009 and
2008


·
            Consolidated
      Statements of Operations for the years ended September 30, 2009 and
      2008


·
            Consolidated
      Statements of Cash Flow for years ended September 30, 2009 and
      2008


·
            Consolidated
      Statement of Stockholdes’ Deficit as of September 30,
  2009





(b)
Exhibits





Exhibit
                    No.
                  
                  Description of Document2.1
                  
                  Agreement
      and Plan of Merger by and among Analytical Surveys, Inc., Axion
      Acquisition Corp, and Axion International, Inc. dated as of November
      20, 2007 (incorporated by reference to Exhibit 2.1 to the Company’s
      Current Report on Form 8-K dated November 21, 2007).2.2
                  
                  Certificate
      of Merger of the Merger Sub and Axion, dated March 20, 2008 (incorporated
      by reference to Exhibit 2.2 to the Company’s Current Report on Form 8-K
      filed on March 26, 2008).3.1
                  
                  Articles
      of Incorporation, as amended (incorporated by reference to the Company’s
      Registration Statement on Form S-18, (Registration No. 2-93108-D)).3.1
                  
                  By-Laws
      (incorporated by reference to the Company’s Registration Statement on Form
      S-18 (Registration No. 2-93108-D)).3.3
                  
                  Amendment
      to By-laws (incorporated by reference to the Company’s Annual Report on
      Form 10-K for the year ended September 30, 1998).3.4
                  
                  Articles
      of Amendment, filed July 21, 2008 (incorporated by reference to Exhibit
      3.1 to the Company’s Current Report on Form 8-K filed on August 6,
      2008).4.1
                  
                  Form
      of Class E Warrant dated May 31, 2006, (incorporated by reference to
      Exhibit D of the Company’s Proxy Statement, filed June 29,
      2006).4.2
                  
                  Securities
      Purchase Agreement dated as of November 24, 2006, among the Company and
      the Purchasers named therein, (incorporated by reference to Exhibit 4.1 to
      the Company’s Current Report on Form 8-K dated November 30, 2006).4.3
                  
                  Form
      of the Company’s Amended and Restated 13% Secured Convertible Debenture
      due June 30, 2008 (incorporated by reference to Exhibit 4.1 to the
      Company’s Current Report on Form 8-K filed on March 26,
    2008).4.4
                  
                  Form
      of Company’s 10% Secured Convertible Debenture due March 11, 2011, with
      form of Warrant as an exhibit (incorporated by reference to Exhibit 10.16
      to the Company’s Current Report on Form 8-K filed on October 1,
      2009).10.1
                  
                  Analytical
      Surveys, Inc. Officer and Employee Recruitment Stock Incentive Plan and
      Form of Stock Option Agreement (incorporated by reference to the Company’s
      Annual Report on Form 10-K/A for the year ended September 30, 2000).
      (1)10.2
                  
                  Analytical
      Surveys, Inc. Year 2000 Stock Incentive Plan and form of agreement
      (incorporated by reference to the Company’s Annual Report on Form 10-K/A
      for the year ended September 30, 2000). (1)10.3
                  
                  Analytical
      Surveys, Inc. Year 2003 Stock Option Plan and form of agreement
      (incorporated by reference to the Company’s Proxy Statement dated July 21,
      2003). (1)10.4
                  
                  Registration
      Rights Agreement entered into as of November 24, 2006, among the Company
      and the Purchasers, (incorporated by reference to Exhibit 4.8 to the
      Company’s Current Report on Form 8-K dated November 30, 2006).10.5
                  
                  Amendment
      and Waiver Agreement entered into as of September 30, 2007, among the
      Company and the Purchasers of the 13% Secured Convertible Debenture due
      November 24, 2007 (incorporated by reference to Exhibit 99.1 to the
      Company’s Current Report on Form 8-K dated October 3, 2007)
    .




32





10.6
              
              Amendment
      and Waiver Agreement entered into as of December 31, 2007, among the
      Company and the Purchasers of the 13% Secured Convertible Debenture due
      November 24, 2007 (incorporated by reference to Exhibit 10.1 to the
      Company’s Current Report on Form 8-K dated January 4,
    2008).10.7
              
              Employment
      Agreement, dated as of January 1, 2008, between James Kerstein and Axion
      International, Inc. (incorporated by reference to Exhibit 10.1 to the
      Company’s Current Report on Form 8-K filed March 26, 2008).
      (1)10.8
              
              Employment
      Agreement, dated as of January 1, 2008, between Marc Green and Axion
      International, Inc. (incorporated by reference to Exhibit 10.2 to the
      Company’s Current Report on Form 8-K filed March 26, 2008).
      (1)10.9
              
              Letter
      Agreement, dated December 6, 2007, between Regal Capital, LLC and Axion
      International, Inc. (incorporated by reference to Exhibit 10.3 to the
      Company’s Current Report on Form 8-K filed March 26,
  2008).10.10
              
              Assignment
      and Amendment Agreement, dated March 20, 2008, among the Assignors named
      therein, ADH Ventures, LLC and the Company (incorporated by reference to
      Exhibit 10.4 to the Company’s Current Report on Form 8-K filed March 26,
      2008).10.11
              
              License
      Agreement, dated February 1, 2007, by and between Rutgers, the State
      University of New Jersey, and Axion International, Inc. (incorporated by
      reference to Exhibit 10.1 to the Company’s Quarterly Report on Form 10-QSB
      filed May 15, 2008) (2)10.12
              
              Securities
      Purchase Agreement, dated September 25, 2008, by and among, Thor United
      Corp., Berkshire International Finance, Divash Capital Partners LLC and
      the Company (incorporated by reference to Exhibit 10.12 to the Company’s
      Annual Report on Form 10-KSB filed January 13, 2009)10.13
              
              December
      2008 Amendment to Employment Agreement between James Kerstein and Axion
      International, Inc. (incorporated by reference to Exhibit 10.13 to the
      Company’s Annual Report on Form 10-KSB filed January 13,
    2009)10.14
              
              December
      2008 Amendment to Employment Agreement between Marc Green and Axion
      International, Inc. (incorporated by reference to Exhibit 10.14 to the
      Company’s Annual Report on Form 10-KSB filed January 13,
    2009)10.15
              
              Securities
      Purchase Agreement, dated as of January 9, 2009, by and between the
      Company and Insight Partners, LLC (incorporated by reference to Exhibit
      10.1 to the Company’s Current Report on Form 8-K filed January 22,
      2009).10.16
              
              Form
      of Securities Purchase Agreement, dated as of September 25, 2009, by and
      between the Company and Purchaser, with Warrant (incorporated by reference
      to Exhibit 10.15 to the Company’s Current Report on Form 8-K filed October
      1, 2009)10.17
              
              Delivery
      Order Authorizations dated October 29,2009 issued by Centennial
      Contractors Enterprises, Inc. (incorporated by reference to Exhibit 10.17
      to the Company’s Current Report on Form 8-K filed November 12,
      2009)10.18
              
              Form
      of Securities Purchase Agreement dated as of November 16, 2009 by and
      between the Company and Purchaser, with Warrant (incorporated by reference
      to Exhibit 10.18 to the Company’s Current Report on Form 8-K filed
      November 20, 2009)22.1
              
              *Subsidiaries
      of the Company31.1
              
              *Section
      302 Certification of Chief Executive Officer31.2
              
              *Section
      302 Certification of Chief Financial Officer32.1
              
              *Section
      906 Certification of Chief Executive Officer32.2
              
              *Section
      906 Certification of Chief Financial
  Officer





* Filed
herein


(1)
Indicates management contract of compensatory plan or arrangement


(2)
Portions have been deleted and filed separately with the Securities and Exchange
Commission.  Confidential treatment has been requested with regard to
the deleted portions.




33





SIGNATURES





Pursuant
to the requirements of Section 13 or 15(d) of the Securities Exchange Act of
1934, the registrant has duly caused this report to be signed on its behalf by
the undersigned, thereunto duly authorized.




Date:
                January
      28, 2010
                By:
                /s/ James KersteinJames
      Kerstein
                  Chief
      Executive OfficerBy:
                /s/ Gary
      AnthonyGary
      Anthony
                  Chief
      Financial Officer





In
accordance with the Securities Exchange Act of 1934, this report has been signed
below by the following persons on behalf of the registrant and in the capacities
and on the dates indicated.





SIGNATURE
                          
                          TITLE/s/ James Kerstein
                          
                          Director
      and Chief Executive
                          
                          January
      28, 2010James
      Kerstein
                          
                          Officer,
                            (principal
      executive officer)/s/ Gary Anthony
                          
                          Chief
      Financial Officer
                          
                          January
      28, 2010Gary
      Anthony
                          
                          (principal
      financial and accounting officer)/s/ Marc Green
                          
                          Director
                          
                          January
      28, 2010Marc
      Green/s/ Lori Jones
                          
                          Director
                          
                          January
      28, 2010Lori
      Jones/s/ Alan Siegel
                          
                          Director
                          
                          January
      28, 2010Alan Siegel/s/ Miles A. Slater
                          
                          Director
                          
                          January
      28, 2010Miles A. Slater


34




INDEX TO
CONSOLIDATED FINANCIAL STATEMENTS




Audited
Consolidated Financial Statements as of and for the Year Ended September 30,
2009 and from inception to September 30, 2008




Index
      to Consolidated Financial Statements
                F-1Report
      of Independent Registered Public Accounting Firm
                F-2Consolidated
      Balance Sheets
                F-3Consolidated
      Statements of Operations
                F-4Consolidated
      Statements of Cash Flows
                F-5Consolidated
      Statements of Stockholder’s Deficit
                F-6Notes
      to Consolidated Financial Statements
                F-7




F-1




REPORT
OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM





To the
board of directors and stockholders of


Axion
International Holdings, Inc.





We have
audited the accompanying consolidated balance sheets of Axion International
Holdings, Inc. as of September 30, 2009 and 2008 and the
related  consolidated statements of operations, changes in
consolidated stockholders' equity and cash flows for the period from November 1,
2007 (inception) through September 30, 2009. These consolidated financial
statements are the responsibility of the Company's management. Our
responsibility is to express an opinion on these consolidated financial
statements based on our audit.





We
conducted our audit in accordance with the 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
consolidated financial statements are free of material misstatement. An audit
includes examining, on a test basis, evidence supporting the amounts in the
consolidated financial statement. An audit also includes assessing the
accounting principles used and significant estimates made by management, as well
as evaluating the overall consolidated financial statement
presentation.  We believe that our audit provides a reasonable basis
for our opinion.





In our
opinion, the consolidated financial statements referred to above presents
fairly, in all material respects, the financial position of Axion International
Holdings, Inc. as of September 30, 2009 and 2008 and the results of its
operations and its cash flows for the period then ended, in conformity with
accounting principles generally accepted in the United States of
America.





The
accompanying consolidated financial statements referred to above have been
prepared assuming that the Company will continue as a going concern. As more
fully described in Note 1, the Company’s need to seek new sources or methods of
financing or revenue to pursue its business strategy, raise substantial doubt
about the Company’s ability to continue as a going concern. Management’s plans
as to these matters are also described in Note 1. The consolidated financial
statements do not include any adjustments that might result from the outcome of
this uncertainty.





/s/ Jewett, Schwartz, Wolfe and
      AssociatesHollywood,
      FloridaJanuary
      12, 2010





200 South Park Road, Suite 150  •  Hollywood, Florida 33021  •  Main 954.922.5885  •  Fax


954.922.5957  •  www.jsw-a.com


Member - American Institute of Certified Public Accountants • Florida Institute of Certified Public


Accountants


Private Companies Practice Section of the AICPA • Registered with the Public Company Accounting


Oversight Board of SEC




F-2





AXION
INTERNATIONAL HOLDINGS, INC.


CONSOLIDATED
BALANCE SHEETS


At
September 30





2009
                        
                        
                        2008ASSETS
                        
                        
                        
                        
                        RestatedCurrent
      assets:Cash
      and cash equivalents
                        
                        $
                        1,257,516
                        
                        
                        $
                        138,826Accounts
      receivable
                        
                        
                        314,027
                        
                        
                        
                        -Inventories
                        
                        
                        76,533
                        
                        
                        
                        110,416Prepaid
      expenses
                        
                        
                        1,915
                        
                        
                        
                        7,264Total
      current assets
                        
                        
                        1,649,991
                        
                        
                        
                        256,505Property,
      equipment, and leasehold improvements, at cost:Equipment
                        
                        
                        9,838
                        
                        
                        
                        9,838Machinery
      and equipment
                        
                        
                        406,639
                        
                        
                        
                        261,425Purchased
      software
                        
                        
                        56,404
                        
                        
                        
                        56,329Furniture
      and fixtures
                        
                        
                        9,322
                        
                        
                        
                        9,322Leasehold
      improvements
                        
                        
                        29,300
                        
                        
                        
                        29,300511,503
                        
                        
                        
                        366,214Less
      accumulated depreciation
                        
                        
                        (205,156
                        )
                        
                        
                        (25,609
                        )Net
      property and leasehold improvements
                        
                        
                        304,347
                        
                        
                        
                        340,605Long-term
      and intangible assetsLicense,
      at acquisition cost,
                        
                        
                        68,284
                        
                        
                        
                        68,284Deposits
                        
                        
                        10,713
                        
                        
                        
                        4,00078,997
                        
                        
                        
                        72,284Total
      assets
                        
                        $
                        2,035,334
                        
                        
                        $
                        669,394LIABILITIES
      AND STOCKHOLDERS' EQUITY/(DEFICIT)Current
      liabilitiesAccounts
      payable
                        
                        $
                        546,920
                        
                        
                        $
                        326,511Accrued
      liabilities
                        
                        
                        357,172
                        
                        
                        
                        281,045Notes
      payable
                        
                        
                        14,000
                        
                        
                        
                        -Current
      portion of convertible debentures
                        
                        
                        253,795
                        
                        
                        
                        -Total
      current liabilities
                        
                        
                        1,171,886
                        
                        
                        
                        607,556Convertible
      debentures, net of discount
                        
                        
                        157,347
                        
                        
                        
                        576,666Total
      liabilities
                        
                        
                        1,329,233
                        
                        
                        
                        1,184,222Commitments
      and contingenciesStockholders'
      equity/(deficit):Common
      stock, no par value; authorized, 100,000,000
                          shares;19,243,669
      and 13,978,136 shares issued and
                          outstanding
      at September 30, 2009 and 2008,
                          respectively
                        
                        
                        10,009,677
                        
                        
                        
                        3,029,334Retained
      earnings (deficit)
                        
                        
                        (9,303,576
                        )
                        
                        
                        (3,544,161
                        )Total
      stockholders' equity/(deficit)
                        
                        
                        706,101
                        
                        
                        
                        (514,828
                        )Total
      liabilities and stockholders' equity/(deficit)
                        
                        $
                        2,035,334
                        
                        
                        $
                        669,394





See
accompanying notes to consolidated financial statements.





F-3





AXION
INTERNATIONAL HOLDINGS INC.


CONSOLIDATED
STATEMENTS OF OPERATIONS





Year ended
                      September 30,
                    
                    
                    November 1,
                      2007
                      (inception)
                      through
                      September 30,2009
                    
                    
                    2008RestatedRevenue
                    
                    $
                    1,374,961
                    
                    
                    $
                    6,472Cost
      of goods sold
                    
                    
                    995,218
                    
                    
                    
                    743Gross
      margin
                    
                    
                    379,743
                    
                    
                    
                    5,729Operating
      expenses:Research
      and development costs
                    
                    
                    467,133
                    
                    
                    
                    340,457Marketing
      and sales
                    
                    
                    497,961
                    
                    
                    
                    90,945General
      and administrative expenses
                    
                    
                    3,398,509
                    
                    
                    
                    1,269,559Depreciation
      and amortization
                    
                    
                    179,547
                    
                    
                    
                    25,609Total
      operating costs and expenses
                    
                    
                    4,543,150
                    
                    
                    
                    1,726,570Loss
      from operations
                    
                    
                    (4,163,407
                    )
                    
                    
                    (1,720,841
                    )Other
      expense (income), netOther
      income
                    
                    
                    -
                    
                    
                    
                    (20,000
                    )Interest
      expense, net
                    
                    
                    589,182
                    
                    
                    
                    738,449Debt
      conversion expense
                    
                    
                    1,006,826
                    
                    
                    
                    1,104,871Total
      other expense, net
                    
                    
                    1,596,008
                    
                    
                    
                    1,823,320Loss
      before income taxes
                    
                    
                    (5,759,415
                    )
                    
                    
                    (3,544,161
                    )Provision
      for income taxes
                    
                    
                    -
                    
                    
                    
                    -Net
      loss
                    
                    $
                    (5,759,415
                    )
                    
                    $
                    (3,544,161
                    )Weighted
      average common shares - basic and diluted
                    
                    
                    15,873,361
                    
                    
                    
                    9,138,437Basic
      and diluted net loss per share
                    
                    $
                    (0.36
                    )
                    
                    $
                    (0.39
                    )





See
accompanying notes to consolidated financial statements.


F-4





AXION
INTERNATIONAL HOLDINGS INC


CONSOLIDATED
STATEMENTS OF CASH FLOWS





Year ended
                                September 30,
                              
                              
                              November 1,
                                2007
                                (inception)
                                through
                                September 30,2009
                              
                              
                              2008RestatedCash
      flow from operating activities:Net
      loss
                              
                              $
                              (5,759,415
                              )
                              
                              $
                              (3,544,161
                              )Adjustments
      to reconcile net loss to net cash used in operating
      activities:Depreciation,
      and amortization
                              
                              
                              179,547
                              
                              
                              
                              25,609Accretion
      of interest expense on convertible debentures
                              
                              
                              475,745
                              
                              
                              
                              634,002Debt
      conversion expense
                              
                              
                              1,006,826
                              
                              
                              
                              1,104,874Issuance
      of common stock for services and for accrued interest
                              
                              
                              1,526,905
                              
                              
                              
                              187,890Gain
      on sale of assets
                              
                              
                              -
                              
                              
                              
                              (20,000
                              )Changes
      in operating assets and liabilities:Accounts
      receivable
                              
                              
                              (314,027
                              )
                              
                              
                              59,048Inventories
                              
                              
                              33,882
                              
                              
                              
                              (110,416
                              )Prepaid
      expenses and other
                              
                              
                              (19,675
                              )
                              
                              
                              (5,507
                              )Accounts
      payable
                              
                              
                              245,054
                              
                              
                              
                              304,929Accrued
      liabilities
                              
                              
                              69,795
                              
                              
                              
                              66,341Net
      cash (used in) operating activities
                              
                              
                              (2,555,363
                              )
                              
                              
                              (1,297,391
                              )Cash
      flows from investing activities:Purchase
      of equipment and leasehold improvements
                              
                              
                              (145,289
                              )
                              
                              
                              (358,742
                              )Proceeds
      from sale of assets acquired in merger
                              
                              
                              -
                              
                              
                              
                              506,000Costs
      to acquire license
                              
                              
                              -
                              
                              
                              
                              (48,284
                              )Net
      cash (used in) provided by investing activities
                              
                              
                              (145,289
                              )
                              
                              
                              98,974Cash
      flows from financing activities:Proceeds
      from short term notes
                              
                              
                              1,124,000
                              
                              
                              
                              27,154Issuance
      of common stock, net of expenses
                              
                              
                              3,205,343
                              
                              
                              
                              1,267,077Issuance
      of convertible debenture
                              
                              
                              500,000
                              
                              
                              
                              200,000Repayment
      of notes and convertible debentures
                              
                              
                              (1,010,000
                              )
                              
                              
                              (200,000
                              )Cash
      acquired in reverse merger
                              
                              
                              -
                              
                              
                              
                              43,011Net
      cash provided by financing activities
                              
                              
                              3,819,343
                              
                              
                              
                              1,337,242Net
      increase in cash
                              
                              
                              1,118,691
                              
                              
                              
                              138,825Cash
      at beginning of period
                              
                              
                              138,825
                              
                              
                              
                              -Cash
      at end of period
                              
                              $
                              1,257,516
                              
                              
                              $
                              138,825Supplemental
      disclosures of cash flow information:Cash
      paid for interest
                              
                              $
                              8,821
                              
                              
                              $
                              -Common
      stock issued for consulting services
                              
                              
                              562,810
                              
                              
                              
                              30,000Conversion
      of notes
                              
                              
                              275,000
                              
                              
                              
                              890,278Common
      stock issued settlement of accrued liabilities
                              
                              
                              -
                              
                              
                              
                              67,048Common
      stock issued for license agreement
                              
                              
                              -
                              
                              
                              
                              20,000Common
      stock issued pursuant to merger
                              
                              
                              -
                              
                              
                              
                              358,385Warrants
      issued in connection with debt
                              
                              
                              820,238
                              
                              
                              
                              -





See
accompanying notes to consolidated financial statements.


F-5





AXION
INTERNATIONAL HOLDINGS INC


CONSOLIDATED
STATEMENTS OF STOCKHOLDERS’ EQUITY/(DEFICIT)


September
30, 2009





Common
                          shares
                        
                        
                        Common
                          Stock, Axion
                        
                        
                        Common
                          Stock, Axion
                          Holdings
                        
                        
                        Retained
                          deficit
                        
                        
                        TotalIssuance
      of common stock to founders
                        
                        
                        21
                        
                        
                        $
                        85.00
                        
                        
                        $
                        (85
                        )
                        
                        $
                        -
                        
                        
                        $
                        -Issuance
      of common stock for license
                        
                        
                        4
                        
                        
                        
                        15
                        
                        
                        
                        19,985
                        
                        
                        
                        -
                        
                        
                        
                        20,000Issuance
      of common stock for services
                        
                        
                        14
                        
                        
                        
                        54
                        
                        
                        
                        19,946
                        
                        
                        
                        -
                        
                        
                        
                        20,000Private
      placement of common stock, including conversion of note payable to common
      stock, net of issuance costs
                        
                        
                        10
                        
                        
                        
                        39
                        
                        
                        
                        822,292
                        
                        
                        
                        -
                        
                        
                        
                        822,331Exchange
      of shares
                        
                        
                        9,190,589
                        
                        
                        
                        -
                        
                        
                        
                        -
                        
                        
                        
                        -
                        
                        
                        
                        -Shares
      issued in reverse merger
                        
                        
                        1,002,432
                        
                        
                        
                        (193
                        )
                        
                        
                        193
                        
                        
                        
                        -
                        
                        
                        
                        -Liabilities
      assumed in excess of fair value of assets pursuant to
    merger
                        
                        
                        -
                        
                        
                        
                        -
                        
                        
                        
                        (520,134
                        )
                        
                        
                        -
                        
                        
                        
                        (520,134
                        )Private
      placement of  common stock at $0.88 per share
                        
                        
                        536,250
                        
                        
                        
                        -
                        
                        
                        
                        471,900
                        
                        
                        
                        -
                        
                        
                        
                        471,900Shares
      issued pursuant to conversion of debenture and interest payable
      thereon
                        
                        
                        3,186,324
                        
                        
                        
                        -
                        
                        
                        
                        1,829,105
                        
                        
                        
                        -
                        
                        
                        
                        1,829,105Recognition
      of beneficial conversion feature
                        
                        
                        -
                        
                        
                        
                        -
                        
                        
                        
                        200,000
                        
                        
                        
                        -
                        
                        
                        
                        200,000Shares
      issued to settle accrued liabilities
                        
                        
                        62,493
                        
                        
                        
                        -
                        
                        
                        
                        67,048
                        
                        
                        
                        -
                        
                        
                        
                        67,048Stock-based
      compensation
                        
                        
                        -
                        
                        
                        
                        -
                        
                        
                        
                        119,084
                        
                        
                        
                        -
                        
                        
                        
                        119,084Net
      loss
                        
                        
                        -
                        
                        
                        
                        -
                        
                        
                        
                        -
                        
                        
                        
                        (3,544,161
                        )
                        
                        
                        (3,544,161
                        )Balance
      at September 30, 2008
                        
                        
                        13,978,137
                        
                        
                        
                        -
                        
                        
                        
                        3,029,334
                        
                        
                        
                        (3,544,161
                        )
                        
                        
                        (514,827
                        )Private
      placements of  common stock
                        
                        
                        3,115,055
                        
                        
                        
                        -
                        
                        
                        
                        3,205,343
                        
                        
                        
                        -
                        
                        
                        
                        3,205,343Shares
      issued pursuant to conversion of debenture and interest payable
      thereon
                        
                        
                        1,330,621
                        
                        
                        
                        -
                        
                        
                        
                        1,355,327
                        
                        
                        
                        -
                        
                        
                        
                        1,355,327Shares
      issued pursuant to the net exercise of stock options
                        
                        
                        297,857
                        
                        
                        
                        -
                        
                        
                        
                        -
                        
                        
                        
                        -
                        
                        
                        
                        -Stock-based
      compensation
                        
                        
                        522,000
                        
                        
                        
                        -
                        
                        
                        
                        1,453,404
                        
                        
                        
                        -
                        
                        
                        
                        1,453,404Warrants
      issued in connection with debt
                        
                        
                        -
                        
                        
                        
                        -
                        
                        
                        
                        820,238
                        
                        
                        
                        -
                        
                        
                        
                        820,238Recognition
      of beneficial conversion feature
                        
                        
                        -
                        
                        
                        
                        -
                        
                        
                        
                        146,031
                        
                        
                        
                        -
                        
                        
                        
                        146,031Net
      loss
                        
                        
                        -
                        
                        
                        
                        -
                        
                        
                        
                        -
                        
                        
                        
                        (5,759,415
                        )
                        
                        
                        (5,759,415
                        )Balance
      at September 30, 2009
                        
                        
                        19,243,670
                        
                        
                        $
                        -
                        
                        
                        $
                        10,009,677
                        
                        
                        $
                        (9,303,576
                        )
                        
                        $
                        706,101





See
accompanying notes to consolidated financial statements.


F-6





AXION
INTERNATIONAL HOLDINGS INC.AND SUBSIDIARIES





Notes
to Consolidated Financial Statements





(1)       Summary
of Significant Accounting Policies





(a)         Business
and Basis of Financial Statement Presentation





Axion
International Holdings, Inc. (“Holdings”), formerly Analytical Surveys, Inc.,
was formed in 1981 to provide data conversion and digital mapping services to
users of customized geographic information systems.  In fiscal 2006,
Holdings acted upon its belief that it would not be able to sustain the
operations of its historical business.  Holdings focused on completing
its long-term contracts that would generate cash, sold certain operations and
briefly transitioned its principal business into that of an independent oil and
gas enterprise.  In May 2007, Holdings terminated its oil and gas
executives and took steps to reduce expenses and commitments in oil and gas
investments.





As a
result, in November 2007, Holdings entered into an Agreement and Plan of Merger,
among Holdings, Axion Acquisition Corp., a Delaware corporation and a newly
created direct wholly-owned subsidiary of Holdings (the “Merger Sub”), and Axion
International, Inc., a Delaware corporation which incorporated on August 6, 2006
with operations commencing in November 2007 (“Axion”).  On March 20,
2008 (the “Effective Date”), Holdings consummated the merger (the “Merger”) of
Merger Sub into Axion, with Axion continuing as the surviving corporation and a
wholly-owned subsidiary of Holdings.  Each issued and outstanding
share of Axion became 47,630 shares of Holdings’ common stock (“Common Stock”),
or 9,190,630 shares in the aggregate constituting approximately 90.7% of
Holdings’ issued and outstanding Common Stock as of the Effective Date of the
Merger.  The Merger resulted in a change of control, and as such,
Axion (“we”, “our” or the “Company”) is the surviving entity.





The
preparation of the financial statements in conformity with U.S. 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.





Our
consolidated financial statements include the accounts of our majority-owned
subsidiaries. All significant intercompany balances and transactions have been
eliminated in consolidation.





Reverse
Merger.  The Merger has been accounted for as a reverse merger
in the form of a recapitalization with Axion as the successor.  The
recapitalization has been given retroactive effect in the accompanying financial
statements. The accompanying consolidated financial statements represent those
of Axion for all periods prior to the consummation of the Merger.





Going Concern. We have
incurred significant losses since inception and we have a working capital
deficit. These conditions raise substantial doubt about our ability to continue
as a going concern. We must raise additional capital through the sale of equity
or debt securities, through an offering of debt securities, or through
borrowings from financial institutions.




(b)         Statement
of Cash Flows





For
purposes of the statement of cash flows, we consider all highly liquid debt
instruments purchased with an original maturity of three months or less to be
cash equivalents.


F-7





(c)         Equipment
and Leasehold Improvements





Equipment
and leasehold improvements are recorded at cost and are depreciated and
amortized using the straight-line method over estimated useful lives of three to
ten years.  Repairs and maintenance are charged directly to operations
as incurred.





(d)         Allowance
for Doubtful Accounts





We accrue
a reserve on a receivable when, based upon the judgment of management, it is
probable that a receivable will not be collected and the amount of any reserve
may be reasonably estimated.  As of September 30, 2009 and 2008 we had
an allowance for doubtful accounts of $0.





(e)       Inventories. 
Inventories are priced at the lower of cost (first–in, first–out) or market and
consist primarily of raw materials and finished goods.  No adjustment has
been made to the cost of finished goods inventories as of September 30,
2009.





(f)          Revenue
and Cost Recognition





Revenue
is recognized when persuasive evidence of an agreement with the customer exists,
products are shipped or title passes pursuant to the terms of the agreement with
the customer, the amount due from the customer is fixed or determinable,
collectibility is reasonably assured, and when there are no significant future
performance obligations.





Customers
are billed based on the terms included in the contracts, which are generally
upon delivery of certain products or information, or achievement of certain
milestones defined in the contracts.  When billed, such amounts are
recorded as accounts receivable.  Revenue earned in excess of billings
represents revenue related to services completed but not billed, and billings in
excess of revenue earned represent billings in advance of services
performed.





Contract
costs include all direct material and labor costs and those indirect costs
related to contract performance, such as indirect labor, supplies, tools and
depreciation costs.  Losses on contracts are recognized in the period
such losses are determined.  We do not believe warranty obligations on
completed contracts are significant.  Changes in job performance, job
conditions, and estimated profitability, including those arising from contract
penalty provisions, and final contract settlements may result in revisions to
costs and income and are recognized in the period in which the revisions are
determined.





(g)       Income
Taxes





Income
taxes are reflected under the liability method, which establishes deferred tax
assets and liabilities to be recognized for the future tax consequences
attributable to differences between the financial statement carrying amounts of
existing assets and liabilities and their respective tax bases. Deferred tax
assets and liabilities are measured using enacted tax rates expected to apply to
taxable income in the years in which those temporary differences are expected to
be recovered or settled. The effect on deferred tax assets and liabilities of a
change in tax rates is recognized in income in the period that includes the
enactment date.





U.S.
generally accepted accounting principles require that we record a valuation
allowance against deferred tax assets if it is “more likely than not” that we
will not be able to utilize it to offset future taxes.  Due to our
recent history of unprofitable operations and due to the continuing
uncertainties surrounding our future operations, we have not recognized any of
this net deferred tax asset.  We currently provide for income taxes
only to the extent that we expect to pay cash taxes (primarily state taxes and
the federal alternative minimum tax) on current taxable income.


F-8





(h)         Impairment
of Long-Lived Assets Other Than Goodwill





We assess
the potential for impairment in the carrying values of our long-term assets
whenever events or changes in circumstances indicate such impairment may have
occurred.  An impairment charge to current operations is recognized
when the estimated undiscounted future net cash flows of the asset are less than
its carrying value. Any such impairment is recognized based on the differences
in the carrying value and estimated fair value of the impaired
asset.





(i)          Stock-Based
Compensation





We record
stock-based compensation for transactions in which we exchange our equity
instruments for services of employees, consultants and others based on the fair
value of the equity instruments issued at the date of grant or other measurement
date.  The fair value of common stock awards is based on the observed
market value of our stock.  We calculate the fair value of options and
warrants using the Black-Scholes option pricing model.  Expense is
recognized, net of expected forfeitures, over the period of
performance.  When the vesting of an award is subject to performance
conditions, no expense is recognized until achievement of the performance
condition is deemed to be probable.





(j)         Earnings
(Loss) Per Share





Basic
earnings (loss) per share are computed by dividing earnings (loss) available to
common shareholders by the weighted average number of common shares outstanding
for the period.  Diluted earnings (loss) per share includes the
effects of the potential dilution of outstanding options, warrants, and
convertible debt on our Common Stock as determined using the treasury stock
method. For the year ended September 30, 2009 and the period from inception to
September 30, 2008, there were no dilutive effects of such securities because we
incurred a net loss in each period.  Potential dilutive common shares
issuable under our convertible instruments, warrant agreements and stock option
plans amounted to 6,359,699 and 3,607,012, respectively as of September 30, 2009
and 2008.





(k)         Financial
Instruments





The
carrying amounts of financial instruments approximate their estimated fair
values. The fair value of a financial instrument is the amount at which the
instrument could be exchanged in a current transaction between willing parties.
The carrying amounts of cash, receivables, accounts payable, and accrued
liabilities approximate fair value due to the short maturity of these
instruments.





(l)          Concentration
of Credit Risk





We
maintain our cash with a major U.S. domestic bank. The amounts held in this bank
exceed the insured limit of $250,000 from time to time.   We have not
incurred losses related to these deposits.  Accounts receivable at
September 30, 2009 represents amounts due from a single customer.





(m)         Operating
Cycle





In
accordance with industry practice, we include in current assets and liabilities
amounts relating to long-term contracts, which generally have operating cycles
extending beyond one year. Other assets and liabilities are classified as
current and non-current on the basis of expected realization within or beyond
one year.




(o)         Fair
Value Measurements




In
September 2006, the FASB issued SFAS No. 157, Fair Value Measurements(SFAS
157), which defines
fair value, establishes a framework for measuring fair value, and expands
disclosures about fair value measurements. We adopted SFAS 157 as of the
beginning of our 2008 fiscal year as it relates to recurring financial assets
and liabilities. As of the beginning of our 2009 fiscal year, we adopted SFAS
157 as it relates to nonrecurring fair value measurement requirements for
nonfinancial assets and liabilities. These include goodwill, other
nonamortizable intangible assets and unallocated purchase price for recent
acquisitions which are included within other assets. Our adoption of SFAS 157
did not have a material impact on our financial statements.
  The fair
value framework requires the categorization of assets and liabilities into three
levels based upon the assumptions (inputs) used to price the assets or
liabilities. Level 1 provides the most reliable measure of fair value, whereas
Level 3 generally requires significant management judgment. The three levels are
defined as follows:
  •
              
              Level 1: Unadjusted
      quoted prices in active markets for identical assets and
      liabilities.
  •
              
              Level 2: Observable
      inputs other than those included in Level 1. For example, quoted prices
      for similar assets or liabilities in active markets or quoted prices for
      identical assets or liabilities in inactive
  markets.
  •
              
              Level 3: Unobservable
      inputs reflecting management’s own assumptions about the inputs used in
      pricing the asset or liability.
  (p)         Reclassifications
  In the
fourth quarter of the year ended September 30, 2009, we reclassified certain
costs of third-party production facilities, amounting to $225,500 from research
and development costs to cost of goods sold.


(2)           Restatements




In
connection with the preparation of this Annual Report on Form 10-K for the year
ended September 30, 2009, the Company determined that certain transactions were
not accurately presented in the financial statements included in the Company’s
Annual Report on Form 10-KSB for the year ended September 30, 2008 and the
Company’s Quarterly Reports on Form 10-Q for the three months ended December 31,
2008, March 31, 2009 and June 30, 2009.  These include the
following:




F-9





a)
            The
      recognition and accounting for shares of common stock, options and
      warrants issued to
service-providers


b)
            The
      recognition and accounting for discounts on notes payable and convertible
      notes payable resulting from the concurrent issuance of warrants and from
      beneficial conversion features


c)
            The
      treatment of debt modifications





The
Company and the Company's audit committee have discussed the above errors and
adjustments with the Company's independent registered public accounting firm and
have determined that a restatement is necessary. This Annual Report on Form 10-K
for the fiscal year ended September 30, 2009 reflects the changes for the annual
results for the year ended September 30, 2008. The Company intends to amend its
Quarterly Report on Forms 10-Q for the three months ended December 31, 2008,
March 31, 2009 and June 30, 2009 as soon as practicable in connection to
reflect the restatements described above.





As a
result of the correction of the errors described above, the Company restated its
financial statements for the year ended September 30, 2008 included in this
Annual Report on Form 10-K as follows:





AXION
INTERNATIONAL HOLDINGS, INC.


CONSOLIDATED
BALANCE SHEET





September 30,
                                    2008, as
                                    previously
                                    reported
                                  
                                  
                                  Adjustments
                                  
                                  
                                  
                                  September 30,
                                    2008, restatedAssetsCurrent
      assets:Cash
      and cash equivalents
                                  
                                  $
                                  138,826
                                  
                                  
                                  
                                  
                                  
                                  
                                  $
                                  138,826Inventories
                                  
                                  
                                  110,416
                                  
                                  
                                  
                                  
                                  
                                  
                                  
                                  110,416Prepaid
      expenses
                                  
                                  
                                  7,264
                                  
                                  
                                  
                                  
                                  
                                  
                                  
                                  7,264Total
      current assets
                                  
                                  
                                  256,505
                                  
                                  
                                  
                                  
                                  
                                  
                                  
                                  256,505Property,
      equipment, and leasehold improvements, at cost:Equipment
                                  
                                  
                                  9,838
                                  
                                  
                                  
                                  
                                  
                                  
                                  
                                  9,838Machinery
      and equipment
                                  
                                  
                                  261,425
                                  
                                  
                                  
                                  
                                  
                                  
                                  
                                  261,425Purchased
      software
                                  
                                  
                                  56,329
                                  
                                  
                                  
                                  
                                  
                                  
                                  
                                  56,329Furniture
      and fixtures
                                  
                                  
                                  9,322
                                  
                                  
                                  
                                  
                                  
                                  
                                  
                                  9,322Leasehold
      improvements
                                  
                                  
                                  29,300
                                  
                                  
                                  
                                  
                                  
                                  
                                  
                                  29,300366,214
                                  
                                  
                                  
                                  
                                  
                                  
                                  
                                  366,214Less
      accumulated depreciation
                                  
                                  
                                  (25,609
                                  )
                                  
                                  
                                  
                                  
                                  
                                  
                                  (25,609
                                  )Net
      property and leasehold improvements
                                  
                                  
                                  340,605
                                  
                                  
                                  
                                  
                                  
                                  
                                  
                                  340,605Long-term
      and intangible assetsLicense,
      at acquisition cost,
                                  
                                  
                                  68,284
                                  
                                  
                                  
                                  
                                  
                                  
                                  
                                  68,284Deposits
                                  
                                  
                                  4,000
                                  
                                  
                                  
                                  
                                  
                                  
                                  
                                  4,00072,284
                                  
                                  
                                  
                                  
                                  
                                  
                                  
                                  72,284Total
      assets
                                  
                                  $
                                  669,394
                                  
                                  
                                  
                                  
                                  
                                  
                                  $
                                  669,394Liabilities
      and Stockholders' DeficitCurrent
      liabilitiesAccounts
      payable
                                  
                                  $
                                  326,511
                                  
                                  
                                  
                                  
                                  
                                  
                                  $
                                  326,511Accrued
      liabilities
                                  
                                  
                                  323,103
                                  
                                  
                                  $
                                  (42,058
                                  )
                                  (a)
                                  
                                  
                                  281,045Total
      current liabilities
                                  
                                  
                                  649,614
                                  
                                  
                                  
                                  (42,058
                                  )
                                  
                                  
                                  
                                  607,556Convertible
      debentures, net of discount
                                  
                                  
                                  307,243
                                  
                                  
                                  
                                  269,423
                                  
                                  (a)-(e)
                                  
                                  
                                  576,666Total
      liabilities
                                  
                                  
                                  956,857
                                  
                                  
                                  
                                  227,365
                                  
                                  
                                  
                                  
                                  1,184,222Commitments
      and contingencies
                                  
                                  
                                  -
                                  
                                  
                                  
                                  
                                  
                                  
                                  
                                  
                                  -Stockholders'
      deficit:Common
      stock
                                  
                                  
                                  1,983,858
                                  
                                  
                                  
                                  1,045,476
                                  
                                  (a)-(f)
                                  
                                  
                                  3,029,334Retained
      earnings (deficit)
                                  
                                  
                                  (2,271,320
                                  )
                                  
                                  
                                  (1,272,841
                                  )
                                  (a)-(b),(d)-(f)
                                  
                                  
                                  (3,544,161
                                  )Total
      stockholders' deficit
                                  
                                  
                                  (287,463
                                  )
                                  
                                  
                                  (227,365
                                  )
                                  
                                  
                                  
                                  (514,828
                                  )Total
      liabilities and stockholders' deficit
                                  
                                  $
                                  669,394
                                  
                                  
                                  
                                  
                                  
                                  
                                  
                                  $
                                  669,394


F-10





AXION
INTERNATIONAL HOLDINGS INC.


CONSOLIDATED
STATEMENT OF OPERATIONS





Inception to
                                      September 30,
                                      2008, as
                                      previously
                                      reported
                                    
                                    
                                    Adjustments
                                    
                                    
                                    
                                    Inception to
                                      September 30,
                                      2008, restatedRevenue
                                    
                                    $
                                    6,472
                                    
                                    
                                    
                                    
                                    
                                    
                                    $
                                    6,472Cost
      of goods sold
                                    
                                    
                                    743
                                    
                                    
                                    
                                    
                                    
                                    
                                    
                                    743Gross
      margin
                                    
                                    
                                    5,729
                                    
                                    
                                    
                                    
                                    
                                    
                                    
                                    5,729Research
      and development costs
                                    
                                    
                                    310,761
                                    
                                    
                                    
                                    29,695
                                    
                                    (f)
                                    
                                    
                                    340,456Marketing
      and sales
                                    
                                    
                                    90,945
                                    
                                    
                                    
                                    
                                    
                                    
                                    
                                    
                                    90,945General
      and administrative expenses
                                    
                                    
                                    1,180,169
                                    
                                    
                                    
                                    89,389
                                    
                                    (f)
                                    
                                    
                                    1,269,558Depreciation
      and amortization
                                    
                                    
                                    25,609
                                    
                                    
                                    
                                    
                                    
                                    
                                    
                                    
                                    25,609Total
      operating costs and expenses
                                    
                                    
                                    1,607,483
                                    
                                    
                                    
                                    119,084
                                    
                                    
                                    
                                    
                                    1,726,567Loss
      from operations
                                    
                                    
                                    (1,601,754
                                    )
                                    
                                    
                                    (119,084
                                    )
                                    
                                    
                                    
                                    (1,720,838
                                    )Other
      expense (income), netOther
      income
                                    
                                    
                                    (20,000
                                    )
                                    
                                    
                                    
                                    
                                    
                                    
                                    
                                    (20,000
                                    )Interest
      expense, net
                                    
                                    
                                    689,566
                                    
                                    
                                    
                                    48,883
                                    
                                    (b)(d)(e)
                                    
                                    
                                    738,449Debt
      conversion expense
                                    
                                    
                                    -
                                    
                                    
                                    
                                    1,104,871
                                    
                                    (a)(b)
                                    
                                    
                                    1,104,871Total
      other expense, net
                                    
                                    
                                    669,566
                                    
                                    
                                    
                                    1,153,754
                                    
                                    
                                    
                                    
                                    1,823,320Loss
      before income taxes
                                    
                                    
                                    (2,271,320
                                    )
                                    
                                    
                                    (1,272,841
                                    )
                                    
                                    
                                    
                                    (3,544,161
                                    )Provision
      for income taxes
                                    
                                    
                                    -
                                    
                                    
                                    
                                    
                                    
                                    
                                    
                                    
                                    -Net
      loss
                                    
                                    $
                                    (2,271,320
                                    )
                                    
                                    
                                    (1,272,841
                                    )
                                    
                                    
                                    $
                                    (3,544,161
                                    )Weighted
      average common shares - basic and diluted
                                    
                                    
                                    9,138,437
                                    
                                    
                                    
                                    
                                    
                                    
                                    
                                    
                                    9,138,437Basic
      and diluted net loss per share
                                    
                                    $
                                    (0.25
                                    )
                                    
                                    
                                    
                                    
                                    
                                    
                                    $
                                    (0.39
                                    )





a)
            A
      loss on debt extinguishment of $931,327 was recognized as debt conversion
      expense, pertaining to the September 2008 amendment and restructuring of
      debentures held by ADH Ventures described in note 7
      below.  The amount of the loss represents the excess of the fair
      value of shares of common stock and new convertible debentures issued,
      amounting to $1,336,253 and $989,480, respectively, over the value of the
      beneficial conversion options present in the extinguished notes at the
      extinguishment date, $1,051,212, plus the carrying value of the
      extinguished notes, $342,808.  In addition, a $92,745 discount
      previously recorded on the new debenture was
  eliminated.


F-11


b)
            Recorded
      charges for convertible notes issued to Divash Capital Partners LLC,
      amounting to $172,500 and representing value issued by the Company in a
      September 2008 debt restructuring described in note 7 below and
      treated as an induced conversion, was reclassified from interest expense
      to debt conversion expense.  In addition, the amount of the
      charge was increased by $1,047.


c)
            Amounts
      recorded for beneficial conversion features in convertible debentures were
      increased by by $38,252 through an adjustment to common
    stock.


d)
            Interest
      expense of $255,331 was recognized for unamortized discounts remaining at
      the dates of conversions of convertible debentures, which were previously
      recorded as direct adjustments to common
stock.


e)
            Miscellaneous
      adjustments to reduce interest expense by $33,948 were made as a result of
      the adjustments described above.


f)
            The
      issuance of shares of common stock to consultants and employees was
      recognized by increasing net loss by $119,084 and reducing accrued
      liabilities by $42,058.




Also, as
a result of the errors described above, we recorded in the fourth quarter of the
year ended September 30, 2009 share-based compensation charges of $976,378,
interest expense of $71,833, and debt conversion expense of $46,153 that pertain
to the first three quarters of the year.





(3)
            Merger





On March
20, 2008, we consummated a merger pursuant to an Agreement and Plan of Merger,
among Axion, Holdings, and the Merger Sub.  The Merger Sub was merged
into Axion, with Axion continuing as the surviving corporation and a
wholly-owned subsidiary of Holdings.   Each issued and
outstanding share of Axion became 47,630 shares of Common Stock of Holdings, or
9,190,630 shares in the aggregate constituting approximately 90.7% of the issued
and outstanding capital stock of Holdings as of the effective date of the
merger.  For accounting purposes, these actions resulted in a reverse
merger, and Axion is the accounting survivor and surviving business entity;
however, Holdings is the surviving legal entity.





We
assumed liabilities in excess of the fair value of the assets we
acquired.  We reduced paid in capital as follows:


RestatedFair
      value of net assets acquired:
                  
                  $
                  600,612Consideration
      given:Fair
      value of liabilities assumed
                  
                  
                  1,120,746Net
      liabilities acquired over fair value of assets, recorded as a reduction to
      paid in capital
                  
                  $
                  520,134


F-12





(4)
            Assets
      Held for Resale





Pursuant
to the merger, we acquired a natural gas well with a fair market value of
$486,000.  We sold the well to the operator of the well on April 11,
2008, with an effective date of March 1, 2008.  Net proceeds totaled
$486,000, which is the recorded fair value of these assets at the date of
acquisition.  The natural gas well was subject to a mortgage held by
the holders of our then 13% senior secured debentures due March 30,
2009.  The mortgage was released and the net proceeds were held in a
restricted account as additional security under the terms and conditions
outlined in the debenture agreement related to operational milestones. In July,
2008 those operational milestones were achieved and the funds were
released.





We also
sold Holdings’ equipment for proceeds totaling $20,000, which resulted in a
gain, as the acquired equipment was deemed to have no value at the date of
acquisition.





(5)
            Intangibles
      and Exclusive Agreement





In
February 2007, we acquired an exclusive, royalty-bearing license in specific but
broad global territories to make, have made, use, sell, offer for sale, modify,
develop, import, export products made using patent applications owned by Rutgers
University.  We plan to use such these revolutionary patented
technologies in the production of structural plastic products such as railroad
crossties, bridge infrastructure, utility poles, marine pilings and bulk
heading.





We paid
approximately $32,000 and issued 714,447 shares of our Common Stock as
consideration to Rutgers.  We have estimated the fair market value of
the consideration received in exchange for the shares totaled approximately
$20,000.  We recorded these amounts, as well as legal expenses we
incurred to acquire the license, as an intangible asset.  The license
has an indefinite life and is tested for impairment on an annual
basis





We are
obligated to pay royalties on various product sales to Rutgers, and to reimburse
Rutgers for certain patent defense costs.  Patent defense costs paid
to Rutgers, a related party, for the year ended September 30, 2009 and the
period from inception to September 30, 2008 totaled $0 and $55,172,
respectively. Royalties incurred to Rutgers, for the year ended September 30,
2009 and the period from inception to September 30, 2008 totaled $23,762 and $0,
respectively. We also pay annual membership dues to AIMPP, a department of
Rutgers, as well as consulting fees for research and development
processes.  Membership dues and consulting fees for the year ended
September 30, 2009 and the period from inception to September 30, 2008 totaled
$205,354 and $22,678, respectively.





(6)
            Accrued
      liabilities





The
components of accrued liabilities are:





September
      30, 2009
                
                
                September
      30, 2008RestatedPayable
      to insurer for legal settlement
                
                $
                100,000
                
                
                $
                100,000Refundable
      oil and gas receipts
                
                
                129,334
                
                
                
                49,470Accrued
      interest
                
                
                76,644
                
                
                
                55,641Accrued
      rents
                
                
                -
                
                
                
                38,707Other
                
                
                51,194
                
                
                
                37,227Total
      accrued liabilities
                
                $
                357,172
                
                
                $
                281,045


F-13





(7)
            Debt





The
components of debt are summarized as follows.





Due
                  
                  September
      30, 2009
                  
                  
                  September
      30, 2008Restated8.75
      and 9% convertible debentures
                  
                  2010
                  
                  $
                  450,736
                  
                  
                  $
                  725,73610%
      convertible debentures
                  
                  2011
                  
                  
                  600,000
                  
                  
                  
                  -Discount
                  
                  
                  
                  
                  (639,595
                  )
                  
                  
                  (149,070
                  )411,141
                  
                  
                  
                  576,666Less
      current portion
                  
                  
                  
                  
                  253,795
                  
                  
                  
                  -$
                  157,347
                  
                  
                  $
                  576,666





Pursuant
to the Merger, we assumed three 13% Senior Secured Convertible Debentures (the
“Debentures”) totaling $1,643,050.  Simultaneous with the Merger, in
connection with the assignment of $1,000,000 of the outstanding principal amount
of the Debentures, the holders of the Debentures agreed to extend the maturity
date to June 30, 2008 and to cancel 361,234 warrants to purchase shares of our
Common Stock at an exercise price of $0.40 per share, which warrants had been
issued in connection with the original issuance of the Debentures.  In
April 2008 in connection with the assignment of the remaining $643,050 of the
Debentures, the maturity date of the Debentures was further extended to March
30, 2009, the remaining 231,542 warrants which had been issued in connection
with the original issuance of the Debentures were cancelled, and the principal
amount of the $643,050 being assigned was increased to $650,000.





At the
time of the merger we evaluated the application of EITF 98-05, “Accounting for Convertible
Securities with Beneficial Conversion Features or Contingently Adjustable
Conversion Ratios,” and EITF 00-27, “Application of Issue No. 98-5 to
Certain Convertible Instruments” and concluded that the conversion option
of the Debentures was a beneficial conversion feature.  We recorded
the intrinsic value of $825,000, as a discount to be amortized over the term of
the Debentures.





In April
2008, holders of the Debentures elected to convert $100,000 principal into
250,000 shares of Common Stock, and we repaid $200,000 of the outstanding
principal. In May 2008, we issued a Series B Debenture (the “Series B
Debenture”) in the principal amount of $200,000 to ADH Ventures, LLC (“ADH”),
one of the holders of the Debentures and which beneficially owns more than 5% of
our outstanding Common Stock, with substantially the same terms as the existing
Debentures.





In August
2008, one of the holders of the Debentures elected to convert $282,564 of
principal into 706,410 shares of Common Stock. In September 2008, the Debenture
holders converted an additional $714,200 into 2,109,834 shares of Common Stock.
They also agreed to amend and restructure the Debentures and the Series B
Debentures to (i) lower the interest rate from 13% to 9%, (ii) extend the
maturity date to September 30, 2010 and (iii) eliminate such holders’ security
interest in the assets of the Company and its subsidiaries. In addition, the
Debenture and Series B Debenture in the aggregate principal amount of $667,436
held by ADH were amended to reduce the conversion price from $.40 to
$.30.  A loss on debt extinguishment of $931,327 was recognized as
debt conversion expense.  The amount of the loss represents the excess
of the fair value of shares of common stock and new convertible debentures
issued, amounting to $1,336,253 and $989,480, respectively, over the value of
the beneficial conversion options present in the extinguished notes at the
extinguishment date, $1,051,212, plus the carrying value of the extinguished
notes, $342,808.





In
September 2008, we restructured $325,000 of outstanding 13% convertible
debentures, under which such debentures were converted at a conversion price of
$0.40 per share into 812,500 shares of common stock and a new 9% Convertible
Debenture due September 30, 2010 (the “New Debenture) in the principal amount of
$172,500 to Divash Capital Partners LLC.  The New Debenture was issued
without any further cash consideration and is convertible at a conversion price
of $1.50 per share.  We treated the transaction as an induced
conversion and recorded debt conversion expense of $173,547, representing the
fair value of the consideration issued.


F-14





In April
2009, $61,537 of principal amount of the debentures plus accrued interest was
converted at a price of $0.30 per share into 207,687 shares of common stock upon
our agreement to reduce the then-effective conversion price from $0.40 per
share.  We treated the transaction as an induced conversion and
recorded debt conversion expense of $46,153, representing the fair value of the
consideration issued.





In July
2009, $34,616 of principal amount of the debentures plus accrued interest was
converted at a price pf $0.40 per share into 88,834 shares of common stock, in
accordance with the original conversion provisions in the notes.





In
September 2009, an additional $178,847 of principal amount of debentures plus
accrued interest was converted at a price of $0.20 per share into 894,235 shares
of common stock upon our agreement to reduce the then-effective conversion price
from $0.40 per share.  We treated the transaction as an induced
conversion and recorded debt conversion expense of $960,673, representing the
fair value of the consideration issued.





In
September, 2009, the Company accepted Securities Purchase Agreements from three
accredited investors who received an aggregate 600,000 units comprised of (i)
one dollar of principal amount of a Company debenture and (ii) three 3-year
common stock purchase warrants, for five hundred thousand of the units, and one
three-year common stock purchase warrants for one hundred thousand of the units,
all exercisable at $.90 per share, for the subscription price of $1.00 per unit,
or for the aggregate purchase price of $600,000. The debentures are due in 18
months, may be converted, at the option of the holder into restricted common
shares of the Company at the conversion price of $.90 per share, and pay
interest, at the holder’s election, in cash at the rate of 10% or in common
shares at the rate of 12% . The debentures are secured on a parri passu basis by
a court judgment rendered in favor of Holdings in the action entitled Analytical
Surveys, Inc. v. Tonga Partners, L.P., Cannell Capital, LLC, and Carlo Cannell,
Civil Action No. 06-cv-2692, pending in the U.S. District Court, Southern
District of New York.  We attributed $453,968 of proceeds to the
warrants issued based on their proportionate share of the total fair value
issued and recorded a discount on the debentures and a contribution to paid-in
capital for that amount.  In addition, we attributed the remaining
$146,032 of the total proceeds to the beneficial conversion feature represented
by the difference between the fair value of our stock issuable upon conversion
of the debentures and the effective conversion price, reducing the carrying
value of the convertible debentures to less than $1.  The total
recorded discount on the debentures will be amortized as interest expense on the
interest method to the stated maturity date of the debentures.





The
following table summarizes the issuances, repayments, and conversions of our
long-term debt in the year ended September 30, 2009 and from inception to
September 30, 2008:





Year ended September
                  30, 2009
                
                
                Inception to
                  September 30, 2008Beginning
      Balance
                
                $
                725,736
                
                
                $
                -Acquired
      in Merger
                
                
                -
                
                
                
                1,643,050Repayments
                
                
                -
                
                
                
                (200,000
                )Issuances
                
                
                600,000
                
                
                
                379,450Conversion
                
                
                (275,000
                )
                
                
                (1,096,764
                )Ending
      Balance
                
                $
                1,050,736
                
                
                $
                725,736





Required
principal payments on long-term debt at September 30, 2009 totaled $278,236 for
the year ending September 30, 2010 and $772,500 for the year ending September
30, 2011.





During
the year ended September 2009, we also made borrowings under a variety of
short-term notes.  In April 2009, we borrowed $400,000 under a
short-term note, which was repaid in June 2009.  In connection with
the borrowing, we issued 60,000 shares of common stock to the lender at
initiation and an additional 50,000 shares at settlement.  In
addition, we issued warrants for 125,000 shares of common stock at an exercise
price of $0.88 per share to a third party who agreed to pledge certain
collateral for the note.  For the shares of common stock and warrants
issued in connection with the note, we recognized a total of $216,666 of
interest and other expenses.


F-15





We
borrowed a total of $724,000 under other short-term notes with attached
warrants.  We repaid $610,000 of these notes during the year and
$100,000 of the notes were exchanged for $100,000 in principal amount of our 10%
convertible debentures in September 2009.  The remaining unpaid
principal balance at September 30, 2009 related to these borrowings was
$14,000.  We recorded an aggregate of $366,270 of interest expense to
recognize warrants issued in connection with these other
borrowings.





(8)
            Stockholder’s
      Equity





We are
authorized to issue 100,000,000 shares of Common Stock, no par value, and
2,500,000 shares of Preferred Stock, no par value. There were 19,243,699 shares
of Common Stock and no outstanding shares of Preferred Stock on September 30,
2009.





We may
issue up to 2,500,000 shares of preferred stock, no par value, with dividend
requirements, voting rights, redemption prices, liquidation preferences and
premiums, conversion rights and other terms without a vote of the
shareholders.  We also may issue up to 2,117,970 shares pursuant to
our three nonqualified stock option plans and 1,350,614 shares pursuant to stock
options that were granted outside the parameters of such plans.





From
inception through September 30, 2009, we have issued shares of Common Stock to
our founders, partners, and investors as follows.  We have adjusted
the number of shares issued to reflect the post-merger shares, or the number of
shares the holders received in exchange for Axion shares, and for the 1-for4
reverse stock split:





We issued
4,048,529 shares of our Common Stock to founding stockholders without
consideration and 714,447 shares of our Common Stock to Rutgers University as
partial consideration for issuance of an exclusive license agreement to the
Company.  We estimated the fair market value of those shares to be
$20,000.





Pursuant
to a management consulting agreement with Regal Capital LLC (“Regal’), we issued
2,572,007 shares of our Common Stock to Regal as payment for management
consulting services.  The consulting agreement also provides for a
monthly fee of $10,000 each during the term of the consulting services and an
additional payment of a $230,000 fee, which was paid in the year ended September
30, 2008.  We accounted for the entire fee, other than the $10,000
monthly fee, as a cost of raising capital and reduced the proceeds of the
private placement completed in December 2007
accordingly.





In
December 2007 and January 2008 we completed a private placement of 1,855,655
shares of Common Stock at $0.548 per share, with gross proceeds totaling
$1,019,064.  Approximately 49,535 shares were to repay a $27,164 note
payable, with the balance received in cash.





In April,
2008, we issued 37,493 shares of our Common Stock to five former Holdings board
members in full settlement of all outstanding past due directors’
compensation.  We also issued 25,000 shares to Holdings’ former Chief
Executive Officer in lieu of a cash bonus that she was entitled to receive as a
result of the Merger.





In April
2008, holders of the Debentures elected to convert $100,000 principal into
250,000 shares of Common Stock, and we repaid $200,000 of the outstanding
principal. In May 2008, we issued the Series B Debenture in the principal amount
of $200,000, with substantially the same terms as the Debentures. We also
completed an additional private placement of 471,900 common shares at $0.88 per
share during the period from June 2008 to September 2008.





In August
2008, one of the holders of the Debentures elected to convert $282,564 of
principal into 706,410 shares of Common Stock. In September 2008 the Debenture
holders converted an additional $714,200 into 2,109,834 shares of Common Stock.
They also agreed to amend and restructure the debentures to lower the interest
rate from 13% to 9% and extend the maturity date to September 30. 2010. In
September we issued the New Debenture in the principal amount of $172,500, with
a maturity date of September 30, 2010 and a conversion price of
$1.50


F-16





From
December 2008 to September 2009, we sold a total of 2,615,055 shares of common
stock for aggregate gross proceeds of $2,301,248.  Options to purchase
an aggregate of 169,293 shares at $0.88 per share and warrants to purchase
50,000 shares at $3.13 per share were issued to investors in certain of these
transactions.





In
September 2009, we sold 500,000 shares of common stock, together with warrants
to purchase 50,000 shares of common stock at an exercise price of $3.13, to an
investor for gross proceeds of $975,000.  We incurred $70,405 of fees
and issued warrants to purchase 50,000 shares of common stock at an exercise
price of $3.13 to finders in connection with the transaction.





During
the year ended September 30, 2009, we issued a total of 139,865 shares of common
stock to settle interest due on notes payable.  In addition, during
the year ended September 30, 2009 we issued an aggregate of 522,000 to
consultants and advisors and recorded aggregate compensation expense of $646,810
in connection with the issuances.





The
following table sets forth the number of shares of Common Stock that were
issuable upon exercise of outstanding warrants as of September 30,
2009.  Net share settlement is available to warrant
holders.





Expiration
                          
                          Conversion/
                            Exercise Price
                          
                          Common
                            Shares
                            IssuableClass
      A Warrants
                          
                          2011
                          
                          $
                          5.36
                          
                          95,473Class
      B Warrants
                          
                          2011
                          
                          
                          5.96
                          
                          95,473Class
      E Warrants
                          
                          2011
                          
                          
                          4.74
                          
                          188,018AdvisorWarrants
                          
                          2011
                          
                          
                          2.36
                          
                          47,482Warrants
      issued in short-term borrowings
                          
                          2012
                          
                          
                          1.00
                          
                          100,000Warrants
      issued in short-term borrowings
                          
                          2013
                          
                          
                          0.88
                          
                          200,000Warrants
      issued in short-term borrowings
                          
                          2014
                          
                          
                          0.88
                          
                          671,000Warrants
      attached to 10% convertible notes
                          
                          2014
                          
                          
                          0.90
                          
                          1,500,000September
      2009 investor warrants
                          
                          2012
                          
                          
                          3.13
                          
                          50,000September
      2009 finder warrants
                          
                          2012
                          
                          
                          3.13
                          
                          50,000Weighted
      average exercise price and total shares issuable
                          
                          
                          
                          
                          1.52
                          
                          3,097,446





The
following table sets forth the number of shares of Common Stock that were
issuable upon conversion of convertible debt as of September 30,
2009.





Principal
                        Amount
                      
                      Conversion/
                        Exercise Price
                      
                      Common
                        Shares
                        IssuableSeries
      A Debentures
                      
                      78,236
                      
                      $
                      0.30
                      
                      260,787Series
      B Debentures
                      
                      200,000
                      
                      
                      0.30
                      
                      666,667New
      Debentures
                      
                      172,500
                      
                      
                      1.50
                      
                      115,000September
      2009 Debentures
                      
                      600,000
                      
                      
                      0.90
                      
                      666,667





(9)
            Stock–based
      compensation





We have
three nonqualified stock option plans with 2,907,800 shares available for grant
as of September 30, 2009.  The exercise price of the options are
established by the Board of Directors on the date of grant and are generally
equal to the market price of the stock on the grant date.  The Board
of Directors may determine the vesting period for each new grant. , and options
issued are exercisable in whole or in part for a period of up to ten years from
the date of grant. All outstanding options pursuant to such plans on the date of
the Merger became fully vested pursuant to the change of control that
occurred in connection with the Merger.  We have issued 2,519,799
options to employees, consultants and others outside of these
plans


F-17





The
following table summarizes stock option activity since inception:





Year ended September 30, 2009
                
                
                Inception to September 30, 2008Number of Shares
                
                
                Weighted Average
                  Exercise Price
                
                
                Number of Shares
                
                
                Weighted Average
                  Exercise PriceOutstanding
      at beginning of period
                
                
                1,218,114
                
                
                $
                0.00
                
                
                
                0Granted
                
                
                1,301,685
                
                
                $
                0.81
                
                
                
                1,218,114
                
                
                $
                0.00Exercised
                
                
                (300,000
                )
                
                $
                0.01Outstanding
      at end of period
                
                
                2,219,799
                
                
                $
                0.47
                
                
                
                1,218,114
                
                
                $
                0.00Exercisable
      at end of period
                
                
                646,057
                
                
                $
                0.91
                
                
                
                75,000
                
                
                $
                0.04Weighted
      average fair value of options granted during the year
                
                
                
                
                
                $
                0.79
                
                
                
                
                
                
                $
                0.53





The
following table summarizes options outstanding at September 30,
2009:





Number of Shares
                
                
                Weighted Average
                  Exercise Price
                
                
                Weighted Average
                  Remaining Term
                  in Years
                
                
                Aggregate Intrinsic
                  ValueOptions
      outstanding at end of year
                
                
                2,219,799
                
                
                $
                0.47
                
                
                
                3.4
                
                
                $
                5,498,067Options
      vested and exercisable at end of year
                
                
                646,057
                
                
                $
                0.91
                
                
                
                3.7
                
                
                
                1,315,363Unvested
      options expected to vest
                
                
                300,000
                
                
                $
                1.13
                
                
                
                2.7
                
                
                
                546,000





Pursuant
to employment agreements dated January 1, 2008, our Chief Executive Officer will
have the right to purchase up to 762,076 post-merger and post-split shares of
Common Stock at an exercise price of $.0004 per share, and our President has the
right to purchase up to 381,038 shares of Common Stock at an exercise price of
$.0004 per share, under the terms of certain performance-based stock
options.  The options have a five year term and will vest upon the
achievement of annual revenue targets as follows.




Number of
                                          shares (post
                                          merger and
                                          post split)
                                        
                                        Vests upon achievement of
                                          annual revenue totaling
                                        
                                        Exercise Price
                                        
                                        
                                        Intrinsic value
                                          on date of
                                          grant190,519
                                        
                                        $
                                        10
      million
                                        
                                        $
                                        .00002
                                        
                                        
                                        $
                                        104,600285,779
                                        
                                        $
                                        15
      million
                                        
                                        $
                                        .00002
                                        
                                        
                                        $
                                        156,900285,779
                                        
                                        $
                                        25
      million
                                        
                                        $
                                        .00002
                                        
                                        
                                        $
                                        156,900381,038
                                        
                                        $
                                        25
      million
                                        
                                        $
                                        .00002
                                        
                                        
                                        $
                                        209,200





The
intrinsic value of the options, based on the fair market value of shares sold in
a private placement in December 2007, totaled $627,600.  Stock-based
compensation expense will be recognized in future periods in accordance with the
performance-based terms of the options.


F-18





We also
granted performance based stock options to various individuals, granting them
the right to purchase up to 207,500 shares of our common stock at $0.04 per
share upon the achievement of various performance goals.





(10)
            Income
    Taxes





We have
not recorded any income tax expense or benefit from inception to September 30,
2009due to our substantial operating losses and the valuation allowance applied
against our deferred tax assets.





Deferred
income taxes arise from the temporary differences between financial statement
and income tax recognition of net operating losses and other items. Loss
carryovers are limited under the Internal Revenue Code should a significant
change in ownership occur.





We
account for income taxes pursuant to SFAS 109 Accounting for Income Taxes.
The components of our deferred tax assets and liabilities are as
follows:





2009
                
                
                2008Accrued
      liabilities
                
                $
                92,000
                
                
                $
                92,000Net
      operating loss carryforwards
                
                
                1,569,000
                
                
                
                668,000Valuation
      allowance
                
                
                (1,661,000
                )
                
                
                (760,000
                )Net
      deferred tax asset
                
                $
                -
                
                
                $
                -





At
September 30, 2009, we had net operating loss carryforwards of approximately
$3,900,000 that will expire through September 30, 2029.  We recorded a
valuation allowance to reflect the estimated amount of deferred tax assets that
may not be realized due to the uncertainty surrounding our ability to generate
sufficient future taxable income to fully realize the deferred tax
assets.  For the year ended September 30, 2009, the valuation
allowance increased by approximately by $901,000.





(11)
            Leases





We leased
approximately 1,000 square feet of space in Basking Ridge, New Jersey pursuant
to an oral month-to-month lease at a monthly rent of $2,100, through October 31,
2009.  Subsequent to September 30, 2009, we entered into a three-year
lease agreement for office space in New Providence, NJ, which provides for a
monthly lease payment of $3,356.  These premises serve as the
corporate headquarters.  Facility rent expense totaled approximately
$44,000 and $19,000 for the year ended September 30, 2009 and the period from
inception to September 30, 2008, respectively.





(12)
            Litigation
      and Other Contingencies





In
November 2005 and November 2007, Holdings was named as party to suits filed in
the State of Indiana by the Sycamore Springs Homeowners Association, as well as
certain homeowners in the Sycamore Springs neighborhood of Indianapolis,
Indiana, and by the developers of the Sycamore Springs
neighborhood.  The claimants alleged that various Mid-States
Engineering entities that are alleged to be subsidiaries of MSE Corporation,
which Holdings acquired in 1997, adversely affected the drainage system of the
Sycamore Springs neighborhood, and sought damages from flooding that occurred on
September 1, 2003.  Mediation efforts held in November 2007 and April
2008 have been successful, and each of the suits has been settled. The agreement
is a compromise of disputed claims asserted or which may be asserted by the
claimants against the settling defendants for any past, present and future
losses, damages, and claims they may have against the settling
defendants. The claims from the all three lawsuits arise from a single
occurrence with one deductible applying to the matter, and defense of the
actions were provided by Holdings’ insurance carrier.  We assumed a
$100,000 obligation payable to our insurer, which represents the deductible
pursuant to the terms of Holdings’ insurance coverage.


F-19





In April
2006, Holdings commenced an action against Tonga Partners, L.P. (“Tonga”),
Cannell Capital, L.L.C. and J. Carlo Cannell in the United States District Court
of New York, for disgorgement of short-swing profits pursuant to Section 16 of
the Securities Exchange Act of 1934, as amended.  On November 10,
2004, Tonga converted a convertible promissory note into 1,701,341 shares of
Common Stock, and thereafter, between November 10 and November 15, 2004, sold
such shares for a short-swing profits.  In September 2008, the
District Court granted Holdings summary judgment against Tonga for disgorgement
of short-swing profits in the amount of $4,965,898.  The defendants
are appealing from the order granting Holdings summary judgment.





We are
also subject to various other routine litigation incidental to our business.
Management does not believe that any of these routine legal proceedings would
have a material adverse effect on our financial condition or results of
operations.





(13)
            Impact
      of Accounting Pronouncements





In June
2009, the FASB issued SFAS 168, “The FASB Accounting Standards
Codification and the Hierarchy of Generally Accepted Accounting
Principles” (“SFAS 168”) establishing the FASB Accounting Standards
Codification, (“Codification” or “ASC”) as the single source of authoritative
GAAP to be applied by nongovernmental entities, except for the rules and
interpretive releases of the SEC under authority of federal securities laws,
which are sources of authoritative GAAP for SEC registrants, effective for
interim and annual periods ending after September 15, 2009. The adoption of
these changes did not have a material effect on the Company’s consolidated
financial statements.





In April
2008, the FASB issued guidance. generally codified under ASC Topic 350,
“Intangibles – Goodwill and Other”, that amends the factors that should be
considered in developing renewal or extension assumptions used to determine the
useful life of a recognized intangible asset in order to improve the consistency
between the useful life of a recognized intangible asset and the period of
expected cash flows used to measure the fair value of the asset and is effective
for fiscal years beginning after December 15, 2008. The Company is currently
evaluating the impact, if any, that adoption will have on its consolidated
financial position, results of operations and cash flows.





In June
2008, the FASB issued guidance. generally codified under ASC Topic 260,
“Earnings per Share”,, which classifies unvested share-based payment awards that
contain non-forfeitable rights to dividends or dividend equivalents as
participating securities and requires them to be included in the computation of
earnings per share pursuant to the two-class method and is effective for
financial statements issued for fiscal years beginning after December 15, 2008,
and interim periods within those years. It requires all prior period earnings
per share data presented to be adjusted retrospectively. The Company is
currently evaluating the effect, if any, that adoption will have on its
consolidated financial position, results of operations and cash
flows.





In
September 2008, the FASB issued FSP No. 133-1 and FIN 45-4, “Disclosures about
Credit Derivatives and Certain Guarantees: An Amendment of FASB Statement No.
133 and FASB Interpretation No. 45; and Clarification of the Effective Date of
FASB Statement No. 161” (“FSP 133-1”). FSP 133-1 requires more extensive
disclosure regarding potential adverse effects of changes in credit risk on the
financial position, financial performance, and cash flows of sellers of credit
derivatives. FSP 133-1 also amends FASB Interpretation No. 45, “Guarantor’s
Accounting and Disclosure Requirements for Guarantees, Including Indirect
Guarantees of Indebtedness to Others,” to require additional disclosure about
the current status of the payment or performance risk of a guarantee. FSP 133-1
also clarifies the effective date of FASB Statement No. 161, “Disclosures about
Derivative Instruments and Hedging Activities,” by stating that the disclosures
required should be provided for any reporting period (annual or quarterly
interim) beginning after November 15, 2008. The Company is currently evaluating
the effect, if any, that the adoption of FSP 133-1 will have on its consolidated
financial position, results of operations and cash flows.


F-20





In June
2008, the FASB issued guidance, generally codified under ASC Topic 815,
“Derivatives and Hedging”, on how an entity should determine whether an
instrument (or an embedded feature) is indexed to an entity’s own stock. This
guidance provides for use of a two-step approach to evaluate whether an
equity-linked financial instrument (or embedded feature) is indexed to its own
stock, including evaluating the instrument’s contingent exercise and settlement
provisions. This guidance is effective for financial statements issued for
fiscal years beginning after December 15, 2008. Early application is not
permitted. The Company is currently evaluating the effect, if any, that adoption
will have on its consolidated financial position, results of operations and cash
flows.





In May
2009, the FASB issued guidance, generally codified under ASC Topic 855,
“Subsequent Events”, which sets forth the period after the balance sheet date
during which management of a reporting entity should evaluate events or
transactions that may occur for potential recognition or disclosure in the
financial statements as well as the circumstances under which an entity should
recognize events or transactions occurring after the balance sheet date in its
financial statements and disclosures that an entity should make about events or
transactions that occurred after the balance sheet date. This guidance was
effective for interim and annual periods ending after June 15, 2009. The
adoption of this guidance did not have a material effect on the Company’s
consolidated financial statements.


F-21