SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549



FORM 10-Q





(Mark One)



[ X ] QUARTERLY REPORT PURSUANT TO SECTION
13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934



For the quarterly period ended June 30, 2012



OR



[    ] TRANSITION REPORT
UNDER SECTION 13 OF 15(d) OF THE EXCHANGE ACT OF 1934



From the transition period from ___________
to ____________.



Commission File Number 333-145831



SURFACE COATINGS, INC.

(Exact name of small business issuer as specified
in its charter)



|Nevada                                                         |  | 20-8611799                       
|-------------------------------------------------------------- |  | ---------------------------------
|(State or other jurisdiction of incorporation or organization) |  | (IRS Employer Identification No.)



1541 E. I30, Suite 140, Rockwall, Texas 75087

(Address of principal executive offices)



(972) 722-4411

(Issuer's telephone number)



2007 Industrial Blvd., Suite A, Rockwall,
Texas 75087

(972) 722-7351

(Former name, former address
and former fiscal year, if changed since last report)



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



Indicate by check mark whether the registrant is a large accelerated
filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company. See the definitions of “large accelerated
filer,” “accelerated filer” and “smaller reporting company” in Rule 12b-2 of the Exchange Act:



reporting company” in Rule 12b-2 of the Exchange Act:



| | Large Accelerated Filer | [  ] |  | Accelerated Filer         | [  ]
| | ----------------------- | ---- |  | ------------------------- | ----
| |                         |      |  |                           |     
| | Non-Accelerated Filer   | [  ] |  | Smaller Reporting Company | [X] 



Indicate by a check mark whether the company is a shell company
(as defined by Rule 12b-2 of the Exchange Act:  Yes [X ]   No [ ].



As of August 10, 2012, there were 3,779,000 shares of Common
Stock of the issuer outstanding.



















TABLE OF CONTENTS





|        | PART I FINANCIAL STATEMENTS                               |   
|------- | --------------------------------------------------------- | --
|        |                                                           |   
|Item 1. | Financial Statements                                      | 3 
|Item 2. | Management's Discussion and Analysis or Plan of Operation | 10
|        |                                                           |   



|        | PART II OTHER INFORMATION                           |   
|------- | --------------------------------------------------- | --
|        |                                                     |   
|Item 1. | Legal Proceedings                                   | 13
|Item 2. | Changes in Securities                               | 13
|Item 3. | Default upon Senior Securities                      | 13
|Item 4. | Submission of Matters to a Vote of Security Holders | 13
|Item 5. | Other Information                                   | 13
|Item 6. | Exhibits and Reports on Form 8-K                    | 13













2











|SURFACE COATINGS, INC.
        Consolidated Balance Sheets
        As of June 30, 2012 and December
        31, 2011
|--------------------------------------------------------------------------------------------------------------------



|                                                                                                                                       |  | As of June 30, 2012 (Unaudited) |          | As of December 31, 2011 (Audited)
|-------------------------------------------------------------------------------------------------------------------------------------- |  | ------------------------------- | -------- | ---------------------------------
|Assets                                                                                                                                 |  |                                
|Current Assets                                                                                                                         |  |                                 |          |                                  
|Cash and Cash Equivalents                                                                                                              |  | $                               | 2,449    |                                  
|Assets Held For Sale                                                                                                                   |  |                                 | —        |                                  
|Total Current Assets                                                                                                                   |  |                                 | 2,449    |                                  
|                                                                                                                                       |  |                                 |          |                                  
|Total Assets                                                                                                                           |  | $                               | 2,449    |                                  
|                                                                                                                                       |  |                                 |          |                                  
|Liabilities and Stockholders’ Equity                                                                                                   |  |                                
|Current Liabilities                                                                                                                    |  |                                 |          |                                  
|Accounts Payable                                                                                                                       |  | $                               | 263      |                                  
|Accrued Expenses                                                                                                                       |  |                                 | 750      |                                  
|Due to Related Parties                                                                                                                 |  |                                 | 36,454   |                                  
|Liabilities Held For Sale                                                                                                              |  |                                 | —        |                                  
|Total Current Liabilities                                                                                                              |  |                                 | 37,467   |                                  
|                                                                                                                                       |  |                                 |          |                                  
|Total Liabilities                                                                                                                      |  |                                 | 37,467   |                                  
|                                                                                                                                       |  |                                 |          |                                  
|Stockholders’ Equity:                                                                                                                  |  |                                 |          |                                  
|Preferred stock, $.001 par value, 20,000,000 shares   authorized, -0- shares issued and outstanding                                    |  |                                 | 0        |                                  
|Common stock, $.001 par value, 50,000,000 shares   authorized, 3,779,000 and 5,579,000  shares issued   and outstanding,  respectively |  |                                 | 3,779    |                                  
|Additional Paid In Capital                                                                                                             |  |                                 | 166,364  |                                  
|Accumulated Deficit                                                                                                                    |  |                                 | (205,161 | )                                
|Total Stockholders’ Equity                                                                                                             |  |                                 | (35,018  | )                                
|Total Liabilities and Stockholders’ Equity                                                                                             |  | $                               | 2,449    |                                  







The Accompanying Notes are an Integral Part
of these Consolidated Financial Statements.



3











|SURFACE COATINGS, INC.
        Consolidated Statements of Operations
        For the Three and Six Months Ended June 30,
        2012 and 2011
        (Unaudited)
|------------------------------------------------------------------------------------------------------------------------------------------------------------------





|                                                                         |  | Three Months Ended |           | Six Months Ended
|------------------------------------------------------------------------ |  | ------------------ | --------- | ----------------
|                                                                         |  | June 30, 2012      |           | June 30, 2011   
|Revenue                                                                  |  | $                  | —         |                 
|Cost of Sales                                                            |  |                    | —         |                 
|Gross Profit                                                             |  |                    | —         |                 
|Operating Expenses:                                                      |  |                    |           |                 
|General and Administrative                                               |  |                    | 5,215     |                 
|Total Operating Expenses                                                 |  |                    | 5,215     |                 
|                                                                         |  |                    |           |                 
|Net Operating Income (Loss) from Continuing Operations                   |  |                    | (5,215    | )               
|                                                                         |  |                    |           |                 
|Net Income (Loss) from Discontinued Operations                           |  |                    | 21,332    |                 
|                                                                         |  |                    |           |                 
|Net Income (Loss)                                                        |  | $                  | 16,117    |                 
|                                                                         |  |                    |           |                 
|                                                                         |  |                    |           |                 
|Basic and Diluted Earnings (Loss) per share from Continuing Operations   |  | $                  | 0.00      |                 
|Basic and Diluted Earnings (Loss) per share from Discontinued Operations |  | $                  | 0.00      |                 
|Basic and Diluted Earnings (Loss) per share                              |  | $                  | 0.01      |                 
|                                                                         |  |                    |           |                 
|                                                                         |  |                    |           |                 
|Weighted Average Shares Outstanding:                                     |  |                    |           |                 
|Basic and Diluted                                                        |  |                    | 5,579,000 |                 





The Accompanying Notes are an Integral Part
of these Consolidated Financial Statements.







4









|SURFACE COATINGS, INC.
        Consolidated Statement of Stockholders' Equity
        For the Six Months Ended June 30, 2012 (Unaudited)
        and the Year Ended December 31, 2011 (Audited)
|-----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------











|                                                            |  |  | Common     |   |  | Additional |           |   |  | Accumulated |                
|----------------------------------------------------------- |  |  | ---------- | - |  | ---------- | --------- | - |  | ----------- | ---------------
|                                                            |  |  | Shares     |   |  |            | Par Value |   |  |             | Paid In Capital
|                                                            |  |  |            |   |  |            |           |   |  |             |                
|Stockholders’ Equity, December 31, 2010                     |  |  | 5,429,000  |   |  | $          | 5,429     |   |  | $           | 265,563        
|                                                            |  |  |            |   |  |            |           |   |  |             |                
|Shares Issued for Service                                   |  |  | 150,000    |   |  |            | 150       |   |  |             | 22,350         
|Net Income                                                  |  |  |            |   |  |            |           |   |  |             |                
|                                                            |  |  |            |   |  |            |           |   |  |             |                
|Stockholders’ Equity, December 31, 2011                     |  |  | 5,579,000  |   |  | $          | 5,579     |   |  | $           | 287,913        
|                                                            |  |  |            |   |  |            |           |   |  |             |                
|Shares Cancelled due to sale of Subsidiary to Related Party |  |  | (1,800,000 | ) |  |            | (1,800    | ) |  |             | (178,200       
|                                                            |  |  |            |   |  |            |           |   |  |             |                
|Gain on Sale of Subsidiary to Related Party                 |  |  |            |   |  |            |           |   |  |             | 56,651         
|                                                            |  |  |            |   |  |            |           |   |  |             |                
|Net Loss                                                    |  |  |            |   |  |            |           |   |  |             |                
|                                                            |  |  |            |   |  |            |           |   |  |             |                
|Stockholders’ Equity, June 30, 2012                         |  |  | 3,779,000  |   |  | $          | 3,779     |   |  | $           | 166,364        
|                                                            |  |  |            |   |  |            |           |   |  |             |                







The Accompanying Notes are an Integral Part
of these Consolidated Financial Statements.





5













|SURFACE COATINGS, INC.
        Consolidated Statements of Cash Flows
        For the Six Months Ended June 30, 2012 and
        June 30, 2011
        (Unaudited)
|-----------------------------------------------------------------------------------------------------------------------------------------------------------------



|                                                                           |  | Six Months Ended June 30, 2012 |          | Six Months Ended June 30, 2011
|-------------------------------------------------------------------------- |  | ------------------------------ | -------- | ------------------------------
|CASH FLOWS FROM OPERATING ACTIVITIES                                       |  |                                |          |                               
|Net Income (Loss)                                                          |  | $                              | (50,979  | )                             
|                                                                           |  |                                |          |                               
|Adjustments to reconcile net deficit to cash used by operating activities: |  |                                |          |                               
|Depreciation                                                               |  |                                | 8,341    |                               
|Bad Debt Expense                                                           |  |                                | 4,300    |                               
|Increase in Allowance for Sales Returns                                    |  |                                | 0        |                               
|Change in Assets and Liabilities:                                          |  |                                |          |                               
|(Increase)  in Accounts Receivable                                         |  |                                | (59,491  | )                             
|(Increase) in Inventory                                                    |  |                                | (6,787   | )                             
|(Increase) in Other Assets                                                 |  |                                | (16,539  | )                             
|Increase  in Accounts Payable                                              |  |                                | 14,871   |                               
|Increase  in Related Party Accounts Payable                                |  |                                | 19,037   |                               
|(Decrease) in Other Liabilities                                            |  |                                | 0        |                               
|Increase (Decrease)  in Accrued Expenses                                   |  |                                | 3,910    |                               
|CASH FLOWS PROVIDED BY (USED IN)  OPERATING ACTIVITIES                     |  |                                | (83,337  | )                             
|                                                                           |  |                                |          |                               
|CASH FLOWS FROM INVESTING ACTIVITIES                                       |  |                                |          |                               
|Transfer of Cash in Sale of Subsidiary                                     |  |                                | (22,272  | )                             
|CASH FLOWS PROVIDED BY INVESTING ACTIVITIES                                |  |                                | (22,272  | )                             
|                                                                           |  |                                |          |                               
|CASH FLOWS FROM FINANCING ACTIVITIES                                       |  |                                |          |                               
|Proceeds from Advances on (Payments on) Line of Credit                     |  |                                | 15,738   |                               
|Proceeds on Note Payable from Shareholder                                  |  |                                | 0        |                               
|Payments on Capital Leases                                                 |  |                                | (1,112   | )                             
|Payments on Notes to Related Parties                                       |  |                                | (23,019  | )                             
|CASH FLOWS PROVIDED BY (USED IN) FINANCING ACTIVITIES                      |  |                                | (8,393   | )                             
|                                                                           |  |                                |          |                               
|NET INCREASE (DECREASE) IN CASH                                            |  |                                | (114,002 | )                             
|                                                                           |  |                                |          |                               
|Cash, beginning of period                                                  |  |                                | 116,451  |                               
|Cash, end of period                                                        |  | $                              | 2,449    |                               
|                                                                           |  |                                |          |                               
|                                                                           |  |                                |          |                               
|                                                                           |  |                                |          |                               
|SUPPLEMENTAL CASH FLOW INFORMATION                                         |  |                                |          |                               
|Interest paid                                                              |  | $                              | 4,203    |                               
|Income taxes paid                                                          |  | $                              | 0        |                               
|                                                                           |  |                                |          |                               
|                                                                           |  |                                |          |                               





The Accompanying Notes are an Integral Part
of these Consolidated Financial Statements.





6











|SURFACE COATINGS, INC.
        Notes to the Consolidated Financial Statements
        June 30, 2012
        (Unaudited)
|-----------------------------------------------------------------------------------------------------------------------





NOTE 1 – NATURE OF ACTIVITIES AND SIGNIFICANT ACCOUNTING
POLICIES



Nature of Activities, History and Organization:



Surface Coatings, Inc. (“Surface Coatings”,
the “Company”) is the parent company of Surface Armor, LLC, (“Surface Armor”) a company incorporated under
the laws of the State of Texas on July 19, 2005.  The Company operates as a converter and distributor of temporary surface
protection tapes, mainly to the construction industry and for the past five years has been developing its business. The Company
is located in Texas and sells its product locally as a distributor and throughout the U.S. over the internet.



On June 30, 2012, due to losses and continuing
related expenses, the Registrant divested their wholly owned subsidiary Surface Armor, LLC to our President, who has since resigned
and been replaced. A majority of shareholders other than the President approved the sale. In conjunction with the disposition,
the 1,800,000 shares registered in the name of the President were cancelled. The Company recorded a gain of $56,651 on the transaction,
which was recorded as additional paid in capital.

.

The Company operates on a calendar year-end.  Due to the
nature of their operations, the Company operates in only one business segment.



Unaudited Interim Financial Statements:



The accompanying unaudited interim financial
statements have been prepared in accordance with accounting principles generally accepted in the United States and applicable Securities
and Exchange Commission (“SEC”) regulations for interim financial information. These financial statements are unaudited
and, in the opinion of management, include all adjustments (consisting of normal recurring accruals) necessary to present fairly
the balance sheets, statements of operations and statements of cash flows for the periods presented in accordance with accounting
principles generally accepted in the United States. Certain information and footnote disclosures normally included in financial
statements prepared in accordance with accounting principles generally accepted in the United States have been condensed or omitted
pursuant to SEC rules and regulations. It is presumed that users of this interim financial information have read or have access
to the audited financial statements and footnote disclosure for the preceding fiscal year contained in the Form 10-K filed on March
30, 2012.   Operating results for the interim periods presented are not necessarily indicative of the results that
may be expected for the year ending December 31, 2012 and should be read in conjunction with the Company’s Form 10-K filing
for 2011.



Significant Accounting Policies:



The Company’s management selects accounting
principles generally accepted in the United States of America and adopts methods for their application.  The application
of accounting principles requires the estimating, matching and timing of revenue and expense.



The financial statements and notes are representations
of the Company’s management which is responsible for their integrity and objectivity. Management further acknowledges that
it is solely responsible for adopting sound accounting practices, establishing and maintaining a system of internal accounting
control and preventing and detecting fraud.  The Company's system of internal  accounting control is designed
to assure, among other items, that  1) recorded  transactions  are valid;  2) valid  transactions  are
recorded;  and  3) transactions  are  recorded in the proper  period in a timely  manner
to produce financial  statements which present fairly the financial  condition,  results of operations  and
cash  flows of the  Company  for the  respective  periods  being presented.



Basis of Presentation:



The Company prepares its financial statements
on the accrual basis of accounting.  All intercompany balances and transactions are eliminated.  Investments
in subsidiaries are reported using the equity method.





7









Cash and Cash Equivalents:



Cash and cash equivalents includes cash in
banks with original maturities of three months or less and are stated at cost which approximates market value, which in the opinion
of management, are subject to an insignificant risk of loss in value.



Income Taxes:



The Company has adopted ASC 740-10 “Income
Taxes”, which requires the use of the liability method in the computation of income tax expense and the current and deferred
income taxes payable.   There are no provisions for current taxes due to net available operating losses.



Reclassification:



Certain prior year amounts have been reclassified
in the consolidated balance sheets, consolidated statements of operations and consolidated statements of cash flows to conform
to current period presentation.  These reclassifications were not material to the consolidated financial statements and
had no effect on net earnings reported for any period.



Earnings per Share:



Earnings per share (basic) is calculated by
dividing the net income (loss) by the weighted average number of common shares outstanding for the period covered.  As
the Company has no potentially dilutive securities, fully diluted earnings per share is identical to earnings per share (basic).



Recently Issued Accounting Pronouncements:



The Company  does not expect  the  adoption  of  recently  issued  accounting
pronouncements  to have a significant  impact on the Company’s  results of  operations,
financial position or cash flow.



Use of Estimates:



The preparation of financial statements in
conformity with generally accepted accounting principles requires management to make estimates and assumptions that affect certain
reported amounts and disclosures.  Accordingly, actual results could differ from those estimates.





NOTE 2 – DUE TO RELATED PARTIES



The Company had $36,454 and $22,047 due to a minority shareholder,
related to funding of operating expenses, as of June 30, 2012 and December 31, 2011, respectively.





NOTE 3 – EQUITY



The Company is authorized to issue 20,000,000
preferred shares at a par value of $.001 per share.  There were no preferred shares outstanding as of June 30, 2012 and
December 31, 2011.



The Company is authorized to issue 50,000,000
common shares at a par value of $.001 per share.  These shares have full voting rights.  There were 3,779,000
and 5,579,000 shares issued and outstanding as of June 30, 2012 and December 31, 2011, respectively. In conjunction with the disposition
of the wholly owned subsidiary, Surface Armor, the 1,800,000 shares registered in the name of the President were cancelled at a
value of $.10 per share or $180,000. The value of the cancelled shares was determined by the closing price of the stock on the
day of the cancellation, discounted for a lack of marketability, as the stock was restricted and comprised of a block of approximately
32% of the outstanding shares.



The Company does not have any stock option
plans or stock warrants.



8







NOTE 4 – INCOME TAXES



The Company has adopted ASC 740-10 “Income
Taxes” (which requires the use of the liability method in the computation of income tax expense and the current and deferred
income taxes payable (deferred tax liability) or benefit (deferred tax asset).   Valuation allowances are established
when necessary to reduce deferred tax assets to the amount expected to be realized.



The cumulative tax effect at the expected tax
rate of 25% of significant items comprising the Company’s net deferred tax amounts as of June 30, 2012 and December 31, 2011
are as follows:



Deferred tax asset related to:



|                                |  | June 30, |         | December 31,
|------------------------------- |  | -------- | ------- | ------------
|                                |  | 2012     |         | 2011        
|Prior Year                      |  | $        | 59,696  |             
|Tax Benefit for Current Period  |  |          | 12,745  |             
|Utilization of NOL              |  |          | 0       |             
|Net Operating Loss Carryforward |  | $        | 72,441  |             
|Less: Valuation Allowance       |  |          | (72,441 | )           
|Net Deferred Tax Asset          |  | $        | 0       |             





The cumulative net operating loss carry-forward
is approximately $205,000 at June 30, 2012 and $154,000 at December 31, 2011, and will expire in the years 2026 through 2032.    The
realization of deferred tax benefits is contingent upon future earnings; therefore, the net deferred tax asset has been fully reserved.





NOTE 5 – SALE OF SUBSIDIARY TO RELATED PARTY



On June 30, 2012, due to losses and continuing
related expenses, the Registrant divested their wholly owned subsidiary Surface Armor, LLC to the President, who has since resigned
and been replaced. A majority of shareholders other than the President approved the sale. In conjunction with the disposition,
the 1,800,000 shares registered in the name of the President were cancelled. The shares were valued at $.10 per share or $180,000.
The value of the cancelled shares was determined by the closing price of the stock on the day of the cancellation, discounted for
a lack of marketability, as the stock was restricted and comprised of a block of approximately 32% of the outstanding shares. The
Company recorded a gain of $56,651 on the transaction, which was recorded as additional paid in capital.





NOTE 6 – FINANCIAL CONDITION AND GOING CONCERN



The Company has an accumulated deficit through
June 30, 2012 totaling $205,161 and had negative working capital of $35,018.  Surface Coatings’ consolidated financial
statements have been presented on the basis that it is a going concern, which contemplates the realization of assets and the satisfaction
of liabilities in the normal course of business. Surface Coatings has suffered losses since inception and has no operations to
generate revenue or cash flows. These conditions raise substantial doubt as to Surface Coatings’ ability to continue as a
going concern.



The Company’s will rely on shareholder
advances or will seek alternate capital funding to fund the Company’s activities while the Company takes steps to locate
and negotiate with a business entity through acquisition, or merger with, an existing company; however, there can be no assurance
these activities will be successful.





NOTE 7 – SUBSEQUENT EVENTS



In conjunction with the preparation
of these financial statements, an evaluation of subsequent events was performed through August 14, 2012, which is the date
the financial statements were issued. On July 9, 2012, the Company appointed Mr. David McCune as Director, President,
Secretary and Treasurer of Surface Coatings, Inc. On July 31, 2012, the Company issued 10,000 shares of stock to Mr. McCune
for consideration for services performed.



9









Item 2.  MANAGEMENT’S DISCUSSION AND ANALYSIS



This report contains forward looking
statements within the meaning of Section 27A of the Securities Act of 1933, as amended and Section 21E of the Securities Exchange
Act of 1934, as amended. The Company’s actual results could differ materially from those set forth on the forward looking
statements as a result of the risks set forth in the Company’s filings with the Securities and Exchange Commission, general
economic conditions, and changes in the assumptions used in making such forward looking statements.



General



On June 30, 2012, due to losses and continuing
related expenses, the Registrant divested our wholly owned subsidiary Surface Armor, LLC to our President, who has since resigned
and been replaced. A majority of shareholders other than the President approved the sale. In conjunction with the disposition,
the 1,800,000 shares registered in the name of the President were cancelled. The shares were valued at $.10 per share or $180,000.
The value of the cancelled shares was determined by the closing price of the stock on the day of the cancellation, discounted for
a lack of marketability, as the stock was restricted and comprised of a block of approximately 32% of the outstanding shares. The
Company recorded a gain of $56,651 on the transaction, which was recorded as additional paid in capital.





RESULTS FOR THE QUARTER ENDED JUNE 30, 2012



Our second quarter ended on June 30, 2012.  Any
reference to the end of the fiscal quarter refers to the end of the second quarter for the period discussed herein.



REVENUE.  There was no revenue from
continuing operations for the three and six months ended December 31, 2012 and 2011.



OPERATING EXPENSES. Total operating expenses
for the three months ended June 30, 2012 and 2011 were $5,215 and $9,649, respectively.  Total operating expenses for
the six months ended June 30, 2012 and 2011 were $23,900 and $22,067, respectively. The expenses relate to the continuing operations
related audit fees and other services. There was no depreciation expense incurred.



DISCONTINUED OPERATIONS. The net income related
to discontinued operations for the three months ending June 30, 2012 and 2011 was $21,332 and $59,233, respectively. The net income
(loss) related to discontinued operations for the six months ending June 30, 2012 and 2011 was a loss of $27,079 and income of
$101,082, respectively and income of $21,332 and $59,233 for the three months ended June 30, 2012 and 2011, respectively.



NET INCOME (LOSS). The net income for the three
months ended June 30, 2012 and 2011 were $16,117 and $49,233, respectively. The net income (loss) for the six months ending June
30, 2012 and 2011 was a loss of $50,979 and income of $79,015, respectively.



LIQUIDITY AND CAPITAL RESOURCES. Our cash balance
was $2,449 at June 30, 2012. As discussed in Note 6 to the financial statements, the Company has recurring losses and an accumulated
deficit. As discussed in Notes 1 and 5 to the financial statements, the Company sold its wholly owned subsidiary as of June 30,
2012. We now have minimal cash flow requirements as we have to cover the costs of public company requirements, while we search
for a suitable acquisition candidate.



In addition to the preceding, the Company plans
for liquidity needs on a short term and long term basis as follows:



Short Term Liquidity:

The company currently relies on short-term financing of
working capital from vendors and also shareholder advances, when necessary, to fund operations.



Long Term Liquidity:

The company has no long term liquidity
plans as it is searching for a suitable acquisition partner.





Capital Resources



We do not expect any significant change to our debt structure and
do not anticipate entering into any off-balance sheet arrangements.





10









Material Changes in Financial Condition



WORKING CAPITAL: Working Capital decreased
from December 31, 2011 to June 30, 2012 by about $174,000, to approximately negative $35,000. This reduction is due to the sale
of its operating subsidiary.



STOCKHOLDER’S EQUITY: Stockholder’s
Equity decreased by approximately $174,000, as a result of the loss for the period ($50,979) as well as the cancellation of shares
($180,000) and the gain on the sale of its subsidiary ($56,651).



Employees



At June 30, 2012, the Company had one employee.





Item 3: Quantitative and Qualitative Disclosures About Market
Risk



Not applicable.







11









Item 4. Controls and Procedures



Evaluation of Disclosure Controls and Procedures



We carried out an evaluation of the effectiveness
of the design and operation of our disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e))
as of June 30, 2012.  This evaluation was accomplished under the supervision and with the participation of our chief
executive officer / principal executive officer, and chief financial officer / principal financial officer who concluded that our
disclosure controls and procedures are not effective to ensure that all material information required to be filed in the quarterly
Form 10-Q has been made known to them.



For purposes of this section, the term disclosure
controls and procedures means controls and other procedures of an issuer that are designed to ensure that information required
to be disclosed by the issuer in the reports that it files or submits under the Act (15 U.S.C. 78a et seg.) is recorded, processed,
summarized and reported, within the time periods specified in the Commission’s rules and forms.  Disclosure, controls
and procedures include, without limitation, controls and procedures designed to ensure that information required to be disclosed
by in our reports filed under the Securities Exchange Act of 1934, as amended (the "Act") is accumulated and communicated
to the issuer's management, including its principal executive and principal financial officers, or persons performing similar functions,
as appropriate to allow timely decisions regarding required disclosure.



Based upon an evaluation conducted for the
period ended June 30, 2012, our Chief Executive and Chief Financial Officer as of June 30, 2012 and as of the date of this Report,
has concluded that as of the end of the periods covered by this report, we have identified the following material weakness of our
internal controls:



| | ● | Reliance upon independent financial reporting consultants for review of critical accounting areas and disclosures and material
non-standard transaction.
| | - | --------------------------------------------------------------------------------------------------------------------------------------------------------



| | ● | Lack of sufficient accounting staff which results in a lack of segregation of duties necessary for a good system of internal
control.
| | - | -------------------------------------------------------------------------------------------------------------------------------------



In order to remedy our existing internal control deficiencies,
as our finances allow, we will hire additional accounting staff.





Changes in Internal Controls over Financial Reporting



We have not yet made any changes in our internal
controls over financial reporting that occurred during the period covered by this report on Form 10-Q that has materially
affected, or is reasonably likely to materially affect, our internal control over financial reporting.











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PART II



Items No. 1, 2, 3, 4, 5 - Not Applicable.





Item No. 6 - Exhibits and Reports on Form 8-K



| | (a) | Three Form 8-K’s were filed since March 31, 2012:
| | --- | -------------------------------------------------



July 9, 2012 announcing the resignation of Rick Pietrykowski
and Jeannie Pietrykowski from their positions as officers and directors and announcing the appointment of David McCune as President
and Director.



August 1, 2012 announcing the disposition of its wholly
owned subsidiary, Surface Armor, LLC.



August 3, 2012 announcing the change of address.



(b)   Exhibits



|Exhibit Number |                                                                                                                                                                                    | Name of Exhibit
|-------------- | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------- | ---------------
|               |                                                                                                                                                                                   
|31.1           | Certification of Chief Executive Officer, pursuant to Rule 13a-14(a) of the Exchange Act, as enacted by Section 302 of the Sarbanes-Oxley Act of 2002.                            
|               |                                                                                                                                                                                   
|31.2           | Certification of Chief Financial Officer, pursuant to Rule 13a-14(a) of the Exchange Act, as enacted by Section 302 of the Sarbanes-Oxley Act of 2002.                            
|               |                                                                                                                                                                                   
|32.1           | Certification of Chief Executive Officer and Chief Financial Officer, pursuant to 18 United States Code Section 1350, as enacted by Section 906 of the Sarbanes-Oxley Act of 2002.











SIGNATURES



In accordance with the requirements 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.



Surface Coatings, Inc.



By /s/  David McCune



David McCune, President, Chief Executive Officer and Chief Financial
Officer



Date:  August 14, 2012









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