UNITED
STATES
 SECURITIES
AND EXCHANGE COMMISSSION
 WASHINGTON,
D.C. 20549
 
 Amendment
No. 1
 to
 FORM
10-K
 
 x   ANNUAL
REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF
1934:
 For the
fiscal year ending December 31, 2009
 
  ̈  TRANSITION
REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF
1934:
 For the
transition period from   _________ to _________
 
 Commission
file number: 333-124704
 
 ENVIRONMENTAL
INFRASTRUCTURE HOLDINGS CORP.
 (Exact
name of registrant as specified  in its charter)
 
 Delaware
              
              32-0294481(State
      or other jurisdiction of incorporation
              
              (I.R.S.
      Employeror
      organization)
              
              Identification
      No.)
 
 Four
Tower Bridge
 200 Barr
Harbor Drive, Ste. 400
 West
Conshohocken, PA  19428
 (Address
of Principal executive offices)
 
 Issuer’s
telephone number: (866) 629-7646
 
  Securities
registered under Section 12(b) of the Exchange Act: None
  Securities
registered under Section 12(g) of the Exchange Act:
 Common
Share, Par Value, $.0001
 (Title of
Class)
 
 Securities
registered under Section 12(g) of the Exchange Act:  None
 
 Indicate
by check mark if the registrant is a well-known seasoned issuer, as defined in
Rule 405 of the Securities Act. ̈ Yes  x No
 
 Indicate
by check mark if the registrant is not required to file reports pursuant to
Section 13 or Section 15(d) of the Act.     ̈ Yes  x No
 
 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  x No
 
 Indicate
by check mark if disclosure of delinquent filers pursuant to Item 405 of
Regulation S-K (§ 229.405 of this chapter) is not contained herein, and will not
be contained, to the best of registrant's knowledge, in definitive proxy or
information statements incorporated by reference in Part III of this Form 10-K
or any amendment to this Form 10-K.  ̈
 
 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). ̈YesxNo
 
 Aggregate
market value of the voting and non-voting common equity held by non-affiliates
computed by reference to the price at which the common equity was last sold, or
the average bid and asked price of such common equity, as of the last business
day of the registrant's most recently completed second fiscal quarter:
$5,132,120 on June 30, 2009
 
 Indicate
the number of shares outstanding of each of the issuer's classes of common
equity, as of the last practicable date. There were 44,422,309 shares of the
Company's common stock outstanding on April 14, 2010.
 
 DOCUMENTS
INCORPORATED BY REFERENCE:  None.
  
  ENVIRONMENTAL
INFRASTRUCTURE HOLDINGS CORP.
 ANNUAL
REPORT ON FORM 10-K
 
 For Year
Ended December 31, 2009
 
 INDEX
 
 Page No:PART
      I
              
              3ITEM
      1.
              BUSINESS
              3ITEM
      1A
              RISK
      FACTORS
              8ITEM
      2.
              PROPERTIES
              20ITEM
      3.
              LEGAL
      PROCEEDINGS
              21PART
      II
              
              21ITEM
      5.
              MARKET
      FOR REGISTRANT’S COMMON EQUITY, RELATED STOCKHOLDER MATTERS, AND ISSUER
      PURCHASES OF EQUITY SECURITIES
              21ITEM
      6
              SELECTED
      FINANCIAL INFOMATION
              23ITEM
      7.
              MANAGEMENT’S
      DISCUSSION AND ANALYSIS AND RESULTS OF OPERATIONS
              23ITEM
      7A.
              QUANTITATIVE
      AND QUALITATIVE DISCLOSURES ABOUT MARKET RISKITEM
      8.
              FINANCIAL
      STATEMENTS AND SUPPLEMENTARY DATA
              29ITEM
      9.
              CHANGES
      IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIAL
      DISCLOSURE
              42ITEM
      9A(T).
              CONTROLS
      AND PROCEDURES
              42ITEM
      9B.
              OTHER
      INFORMATION
              43PART
      III
              
              43ITEM
      10.
              DIRECTORS,
      EXECUTIVE OFFICERS, AND CORPORATE GOVERNANCE
              43ITEM
      11
              EXECUTIVE
      COMPENSATION
              45ITEM
      12.
              SECURITY
      OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND RELATED
      STOCKHOLDER MATTERS
              46ITEM
      13.
              CERTAIN
      RELATIONSHIPS AND RELATED TRANSACTIONS AND DIRECTOR
      INDEPENDENCE
              46ITEM
      14.
              PRINCIPAL
      ACCOUNTANT FEES AND SERVICES
              46PART
      IV
              
              47ITEM
      15.
              EXHIBITS,
      FINANCIAL STATEMENT SCHEDULES
              47Signatures
              
              47
  2
  ENVIRONMENTAL
INFRASTRUCTURE HOLDINGS CORP.
 
 INTRODUCTORY
COMMENT
 
 Throughout
this Annual Report on Form 10-K, the terms "we," "us," "our," and "our company"
refer to ENVIROMENTAL INFRASTRUCTURE HOLDINGS CORP. ("EIHC"), a Delaware
corporation and, unless the context indicates otherwise, includes our
wholly-owned subsidiaries, XIOM Corp., Equisol, LLC, and Gulf States Chlorinator
and Pump, Inc.
 
 FORWARD-LOOKING
STATEMENTS
 
 The Private Securities Litigation
Reform Act of 1995 provides a "safe harbor" for forward-looking statements. This
document contains forward-looking statements, which reflect the views of our
management with respect to future events and financial performance. These
forward-looking statements are subject to a number of uncertainties and other
factors that could cause actual results to differ materially from such
statements. Forward-looking statements are identified by words such as
"anticipates," "believes," "estimates," "expects," "intends," "plans,"
"projects," "targets" and similar expressions. Readers are cautioned not to
place undue reliance on these forward-looking statements, which are based on the
information available to management at this time and which speak only as of this
date. We undertake no obligation to update or revise any forward-looking
statements, whether as a result of new information, future events or otherwise.
For a discussion of some of the factors that may cause actual results to differ
materially from those suggested by the forward-looking statements, please read
carefully the information under "Risk Factors" beginning on page 7.
 
 The identification in this document of
factors that may affect future performance and the accuracy of forward-looking
statements is meant to be illustrative and by no means exhaustive. All
forward-looking statements should be evaluated with the understanding of their
inherent uncertainty.
 
 PART
I
 
 Item
1.  BUSINESS
 
 ABOUT
OUR COMPANY
 
 Environmental
Infrastructure Holdings Corp (“EIHC”, or the “Company”), was incorporated in
Delaware on November 5, 2009. The Company was formed to be the holding company
of XIOM Corp. and its subsidiaries.  See “Reorganization”
below.  The Company is the successor issuer of XIOM for purposes of
the Securities Act of 1933, as amended, and the filings made by XIOM
thereunder.  Pursuant to Rule 12g-3(a) promulgated under the
Securities Exchange Act of 1934, as amended (the “Act”), the Company is the
successor issuer of XIOM with respect to XIOM Common Shares, which were
registered pursuant to Section 12(g) of the Act. Pursuant to such rule, the
Company Common Shares may be deemed to be registered pursuant to Section 12(g)
of the Act.
 
 Reorganization
 
 On
December 7, 2009, XIOM reorganized its operations into a holding company
structure (the “Reorganization”) whereby XIOM became a direct wholly owned
subsidiary of the Company pursuant to an Agreement and Plan of Merger pursuant
to Section 251(g) of the Delaware General Corporation Law (the “Merger
Agreement”) dated as of December 7, 2009, by and among the Company, XIOM and
EIHC Merger Co. (“Merger Sub”).
 
 To effect
the Reorganization, XIOM formed the Company as a wholly owned subsidiary, which
in turn formed Merger Sub as a wholly owned subsidiary.  Pursuant to
the Merger Agreement, Merger Sub then merged with and into XIOM (the “Merger”),
with XIOM being the surviving entity.  In the Merger, each share of
the common stock of Merger Sub issued and outstanding immediately prior to the
Merger and held by the Company was converted into and exchanged for a share of
XIOM common stock, par value $0.0001 (an “XIOM Common Share”), and Merger Sub’s
corporate existence ceased.  Each XIOM Common Share issued and
outstanding immediately prior to the Reorganization converted into and was
exchanged for one common share, par value $0.0001 per share, of the Company (a
“Company Common Share”), having the same rights, powers, preferences,
qualifications, limitations and restrictions as the stock being converted and
exchanged.  Immediately after the Merger, the Company Common Shares
existing prior to the Merger were cancelled.
  3
 
 The
certificate of incorporation and bylaws of the Company are immediately following
the merger were identical to those of XIOM (other than provisions regarding
certain technical matters, as permitted by Section 251(g) of the Delaware
General Corporation Law), and the directors and officers of the Company
immediately following the merger were identical to the directors and officers of
XIOM immediately prior to consummation of the Merger. XIOM’s stockholders will
not recognize gain or loss for United States federal income tax purposes upon
the conversion of the XIOM Common Shares.
 
 Acquisition
 
 On
December 7, 2009, the Company, and its wholly owned subsidiary, XIOM Corp.
(“XIOM”), entered into that a Membership Interest Purchase Agreement (the
“Purchase Agreement”) dated as of December 7, 2009, by and among the Company,
XIOM, and each of the persons who held membership interests (collectively, the
“Sellers”) in Equisol, LLC (“Equisol”).  Pursuant to the Purchase
Agreement, the Company acquired all of the issued and outstanding membership
interests of Equisol, and in exchange, the Sellers received shares of common
stock of the Company representing forty percent (40%) of the issued and
outstanding shares of the common stock of the Company on a fully diluted basis
(the “Acquisition”).
 
 As a
condition to the closing of the Acquisition, the Company and XIOM raised a total
of $705,000 in capital for working capital purposes of the Company. Upon the
completion of the Acquisition, Messrs. Parrish and Given were elected to the
Board of Directors of the Company, and Mr. Parrish was named President, CEO and
Chairman of the Company.
 
 Equisol
is an equipment solutions provider, delivering environmentally friendly
products, services and engineering solutions to its
customers.  Equisol has a broad range of services, including those
identified below, and a national presence that makes it different from any other
consulting, manufacturing, distribution, engineering or service company in the
environmental industry.
 
 Consulting- On-site system
reviews/audits and phone consultation services to answer questions on existing
equipment systems to help customers determine the best available technology for
their application needs.
 
 Design - Equipment
solutions that meet both customer's application needs and their budgets. These
solutions can range from simple feed and control systems to full turn-key
equipment packages.
 
 Sales - Access to a wide
range of products that represent the best available technology in the water
industry. Equisol’s model is unique because Equisol can procure from many
different suppliers instead of being tied to a few key principle suppliers that
may not have the best solution for an application. Equisol can sell complete
equipment systems, basic Maintenance, Repair, and Operations (MRO) components,
or spare parts depending upon the need of a customer.
 
 Fabrication - In order to
eliminate the need to build equipment systems on-site from many different pieces
and parts, Equisol can have systems fabricated as a complete turn-key skid and
delivered to the plant. This provides a way to test the equipment prior to
delivery and decrease the time needed for installation. Complete documentation,
drawings, and system P&IDs are provided for each system.
 
 Installation - Equisol
uses its expertise to make sure the right equipment is installed correctly every
time. With installation, Equisol also offer start-up and commissioning services
as well as operator training.  Equisol also has certified tank
installers on staff to meet storage compliance and certification needs of
customers.
  4
 
 Services - Both
preventative maintenance and emergency response services to ensure customers’
automation and instrumentation equipment is functioning properly.
 
 Where
you can find us
 
 Our
corporate offices are located at Four Tower Bridge, 200 Barr Harbor Drive, Ste.
400,West Conshohocken, PA  19428.The main telephone number is (866)
629-7646. Any information contained on our website should not be considered as
part of this prospectus.  The information contained on our website is
used for disseminating sales and marketing purposes.
 
 BUSINESS
OF THE COMPANY – PRINCIPAL PRODUCTS AND SERVICES
 
 Environmental
Infrastructure Holdings Corp was founded to acquire and manage diverse entities
and subsidiaries specializing in environmentally related companies focused on
the improvement of our nation’s and world’s infrastructure.  Currently
the company has two wholly owned subsidiaries in Equisol, LLC and Xiom
Corp.
  Equisol,
LLC was founded to address the recurring need of industrial and commercial
businesses to maximize efficiencies and meet environmental compliance
requirements.  These include the need to accurately treat their water
and process systems through filtration and/or chemical injection as well as
comply with the Clean Air and Clean Water Acts through air and
monitoring.  Equisol is a nationally recognized equipment solutions
provider delivering environmentally friendly products, services and engineering
solutions to our customers.  Specializing in the Water & Wastewater
Industry, the company provides:
  ·
              Turnkey
      Solutions
  ·
              Systems
      design, fabrication, and sales
  ·
              Equipment
      and Systems Service and Repair
  ·
              Optimization,
      Calibration & Maintenance
  ·
              24
      Hour Environmental Engineering and
Consulting
  Equisol’s
primary customer is the industrial end user; the Company works in conjunction
with water treatment chemical companies, industry consultants, original
equipment manufacturers (OEMs) and equipment distributors to market its services
and expand its customer base.  Equisol’s major customers are
refineries, power plants, engineering firms, and manufacturing facilities in
addition to supporting commercial, municipal, as well as governmental
facilities.  Additionally, the top five major water treatment companies,
including GE, Nalco, and Siemens, now use Equisol to support their equipment
needs.  Currently, the company has approximately 35 teammates and growing,
the majority of which are in the Gulf Coast Region between Houston and New
Orleans and all have significant experience in the industry, specifically with
electrical, mechanical, instrumentation skills.  The company’s other
geographical strength is in the New York to DC corridor with satellite offices
in Ohio, Georgia, and Maryland.   Because of the company’s national
focus, Equisol has been able to compete and win at the corporate level in
addition to our successes at the local, plant level.  Our competition are
the billion dollar engineering firms and the thousands of small, regional, mom
& pop firms which we consider potential acquisition targets. Equisol has
grown rapidly through acquisitions and organic growth.  Equisol was
selected by Entrepreneur Magazine as one of the nation’s Top 100 Fastest Growing
New Entrepreneurial Companies for 2004. According to Inc.com Magazine, the
company was the 7th fastest growing privately held environmental services
company in America for 2008, when it was the 601st fastest
growing privately held company and we expect that ranking to continue to
improve, as it did from 2007, when Equisol was the 620th fastest
growing privately held company. The Entrepreneurs Forum of Greater Philadelphia
named Equisol, LLC to the Philly 100 list of fastest growing companies in the
region in 2009.
  5
  While
Equisol sells nationally and has worked in most states, Canada, and
internationally, part of the Company’s growth needs are to acquire on-site
assets in the West and strengthen our Midwest and Southeast
presence.
  Materials
used with XIOM 1000 System are produced from various formulas of plastic
powders. The powder mixture is melted and projected onto a substrate via a
mixture of air and flammable gases that produce the actual
coating.  The air, flammable gases and powder mixture are brought
together through a specialized and patented gun with a flame nozzle where the
powder material is melted and sprayed forward onto the surface to be
coated.  The gases and heated coating are cooled by the surface that
it adheres to.
  The
company is a technology business offering delivery of plastic powder coatings at
on-site locations utilizing the XIOM 1000 System.  Powder coating
currently is a process in which metal parts are brought into a factory
environment where they are cleaned and prepared to receive a powder
coating.  Plastic in powder form is then applied to the various metal
parts by means of an electrostatic charge that causes the powder to adhere to
the surface.  The coated part is then heated in an oven for a period
of time to cause the plastic to melt and adhere to the
substrate.   Our process operates
differently.  Although we use plastic powder, we do not
electrostatically charge that powder in order for it to adhere to a
substrate.  We use a different mechanism which simultaneously applies
and fuses the powder to a substrate.  The advantage of this process is
that the coating process is totally portable and can be applied anywhere, not
necessarily in a factory setting, and can be applied without use of an oven to
cure the coating., and can be applied to most substrates in addition to the
metal substrate to which powder coatings are traditionally applied in a factory,
using an oven.
 
 The
company’s plastic spray technology is unique and has patents issued and
pending.   The patents cover technology and processes to apply and
deliver powder coatings through a specialized spray system that allows those
coatings to be applied both on site and in a factory.  The patents
will last, upon issuance for a period of 17 years, unless other patents are
applied for.  With our process, the on-site plastic powder coating
process, you can deposit coatings on wood, steal, fiberglass, concrete and
plastic – a variety of substrates not all available to traditional powder
coating.  Our process is quick, does not use an expensive oven for
curing and can be used both outside and inside a building.
 
 The
technology associated with the XIOM 1000 Thermal Spray system was developed
personally by the two operating officers of the Company, who, in August 2004,
irrevocably transferred all rights title and interest in all current patents,
patents pending and any future intellectual property rights that may be derived
from this technology in exchange for restricted common shares on the Company.
This technology was developed and enhanced over time with funding from contacts
with the New York State Energy Research & Development Authority (“NYSERDA”).
The refinements made to the technology pursuant to these contracts have resulted
in the XIOM 1000 Thermal Spray system that is currently marketed for commercial
sale.
 
 HISTORY
OF THE TECHNOLOGY
 
 The
history of applying polymer coatings dates back to the early 1950’s starting
with the fluidized bed process and then in the 1960’s to the Electrostatic
Powder Sprayer (“EPS”).  Today EPS is the standard for applying
organic polymer coatings.  It is commonly referred to as “Powder
Coating” which to this familiar with the process means EPS applied plastic
powder coatings followed by oven curing at approximately 400 F, where melting
and film formation takes place.
 
 EPS is a
large business today as polymer coatings, thermoplastic and thermoses are
applied to a variety of substrates.  They can be applied to cold
surfaces before being cured to film thickness typically between 1 to 4 mils
(50-200 microns). There are little Volatile Organic Compounds (“VOC”) and
reduced Hazardous Air Pollutants (“HAP”). For these reasons EPS has captured
substantial business from the established liquid coating processes we know as
traditional painting.
  6
 
 The
company’s products contain no VOCs . There is a current trend by the EPA to ban
VOCs for products sold to the public for safety and health purposes, but there
is no guarantee that our VOC-less products, although safer, will prove to be any
more functionally effective than those alternative coating products such as
paints that do have VOCs.
 
 The
traditional powder coating industry, directly competitive to the company’s
products, usually requires a large investment in ovens and production lines,
sophisticated preparation and cleaning equipment, and in many cases operates
with sophisticated in-line computerized production control systems to manage the
powder coating process.  The XIOM system is designed to do powder
coating outside a traditional factory setting. The company’s system enables a
plastic coating to be directly sprayed onto a surface, contains no preparation
equipment and requires no oven with which to cure powder
coatings.  The company’s system has no computerized control whatsoever
and, in fact, does not even use electricity but relies on air, propane and
oxygen to achieve a coating result.
 
 Traditional
powder coaters who do coating inside a factory environment could possibly try to
re-engineer their systems to prevent the company from selling its
systems.  But it would require them to manufacture smaller, more
portable ovens as well as develop more portable production and control systems
in order to compete with the company’s on-site coating
capability.  The company acknowledges that in the event that enough
traditional powder coaters alter their existing operations and create portable
systems and ovens that could be mounted on mobile units equipped with power
systems for operation, might compromise our ability to sell our
systems.
 
 There can
be no assurance that the company’s technology will ever supplant traditional
powder coating technology and become commercially
successful.  However, our technical data on our coatings gives us
grounds to be optimistic (see attached test results from an independent
laboratory).  Because XIOM coatings are actually solid plastic
coatings, they have the possibilities of being more durable and
weather-resistant than conventional painting systems which are another large
alternative to the company’s powder coating systems.
 
 The
company, believes, but cannot prove that its coatings are superior to
paint.  The company would have to conduct long term tests of its solid
plastic coatings versus liquid paints in many environments over a period of many
years using an independent agency to monitor such tests to prove its
belief.  The expense to do so would be extremely high since some
plastic coatings are reputed to last many years.  The company would
have to continue to pay its overhead during such tests and possibly not sell
anything because customers may want such proof and might not want to rely on our
assertions, or the assertions of other plastic feed stock manufacturer’s as to
the efficacy of plastic after it passes through our system.  In that
case the company would run out of funds long before such tests were
completed.  Investors would be well advised not to invest in the
company if they need the assurance of long term testing on coatings from our
process being able to outlast paint coatings.  In this case the
company would strongly advise such investors not to invest in the
company.
 
 Unlike
most painting systems, XIOM’s coatings have no dripping and overspray problems
and absolutely no VOCs.  XIOM materials cure instantly after being
applied and no curing ovens are needed.  Due to the fact that the
entire XIOM system weighs just seventy pounds, the entire system can be easily
used onsite.  The company is acting on its belief that there is a
demand for plastic coatings applied outside a factory setting; the company
cannot prove that its belief is accurate.
 
 XIOM
coatings can be applied at thicknesses from 3 mils up to 1 inch as compared to
traditional powder coatings which usually vary from 1 to 4 mils
thick.  The company believes that thicker coatings generally give
greater protection against corrosion than thin coatings.  The company
does not have definitive data to conclusively prove this assertion.
 
 EPS
applied plastic coatings are further characterized by their wide use in OEM and
production applications for decorative purposes where appearance and durability
are required.  While there is some use of functional EPS coatings, by
and large the vast majority of use for decorative applications.  Large
numbers of relatively small components can best take advantage of the economic
benefits from EPS powder processing thus conforming to the limits of batch
processing and over size restrictions.
  7
 
 UNIQUE
THERMAL SPRAY TECHNOLOGY
 
 The XIOM
powder spray process uses the rich history of EPS Powder Coatings but takes the
technology a step further to meet the field requirements of on-site liquid
painting, thus bridging the gap between “in house” EPS and “on-site” liquid
painting developing a true portable on-site polymer coating system.
 
 Two major
advances account for XIOM’s coating technology:
 
 First,
The XIOM 1000 Thermal Spray system is currently the Company’s only equipment
product for on-site portability.  It permits spraying of relatively
low melting point polymer powder without over heating and generation of
combustion with no VOC’s. High deposit rate and efficiency further characterize
the XIOM 1000 system.
 
 Second,
XIOM plastic powders are designed specifically for Thermal
Spraying.  New materials technology utilizing multiplex combinations,
blends, additives and composites, this taking advantage of synergy and covalent
bonding to produce exceptionally high adhesion to most substrates and functional
properties heretofore not possible with polymers (plastic
coatings).  For instance XIOM is the first to produce thermal sprayed
polymer/zinc primer coats, which deliver very high quantities of zinc to the
substrate for corrosion control.  These polymer/zinc primer coatings
not only bond securely to steel substrate, but they facilitate bonding of
sprayed top coatings as well.
 
 Many XIOM
powders are unique and therefore patentable, with patents
pending.  Substrates such as wood, plastic, masonry and fiberglass –
not processable via EPS – are now readily sprayable with the XIOM 1000 system,
along with steel, aluminum and non-ferrous substrates.
 
 The new
powder coatings properties produced with the XIOM 1000 system are manifested in
the wide variety of applications both functional and decorative now
solvable.
 
 The
Company currently has approximately 20 varied material formulations to create
spray coatings.  The Coating functionality includes any-corrosions;
wear resistance, architectural, anti-foul, anti-microbial, anti-graffiti,
glow-in-the-dark, and grip and release.  The Company’s materials come
in over 100 different colors.  The Company can mix ceramics and
metals, if desired, for added wear, into its plastic coatings and can add
anti-microbial formulations into the coatings.  The system sprays
eight pounds of plastic material an hour using different spray nozzles, allowing
for both round patters and up to a 9-inch fan spray pattern.  The
system is electrically controlled.  The fuel system is oxygen and
propane with air as a cooling gas.  Preparation of surfaces is the
same as for painting.  Since these are plastic coatings, all solids
with no hollows and voids, they will last longer than paint-based coating
systems and can be applied thick or thin.
 
 Employees:
 
 As of
December 31, 2009, we employed approximately 45 persons.  None of our
employees are covered by collective bargaining agreements.  We believe
that our relations with our employees are good.
 
 ITEM
1A. RISK FACTORS
 
 RISK
FACTORS
 An
investment in our common stock involves a high degree of risk.  You
should carefully consider the risks and
 uncertainties
described below and all other information contained in this prospectus before
deciding to invest in shares of our common stock.  While all risks and
uncertainties that we believe to be material to our business and therefore the
value of our common stock are described below, it is possible that other risks
and uncertainties that affect our business will arise or become material in the
future.
 
 If
we are unable to effectively address these risks and uncertainties, our
business, financial condition or results of operations could be materially and
adversely affected.  In this event, the value of our common stock
could decline and you could lose part or all of your investment.
  8
  Risks
Related To Our Business
  EIHC
has incurred losses since inception and expects to incur significant net losses
in the foreseeable future and may never become profitable.
  Since our
inception, we have incurred significant losses and negative cash flows from
operations.  As of December 31, 2009, we had an accumulated deficit of
$8,727,911, and may incur additional losses in the next several years. We expect
to spend significant resources over the next several years to enhance our
technologies and to fund research and development of our pipeline of potential
products.  In order to achieve profitability, we must develop products
and technologies that can be commercialized by us or through future
collaborations.  Our ability to generate revenues and become
profitable will depend on our ability, alone or with potential collaborators, to
timely, efficiently, and successfully complete the development of our products,
which may include manufacturing and marketing our products.  There can
be no assurance that any such events will occur or that we will ever become
profitable.  Even if we do achieve profitability, we cannot predict
the level of such profitability.  If we sustain losses over an
extended period of time, we may be unable to continue our business.
  Management
expects that our independent registered public auditors will issue their report
for the fiscal year ended December 31, 2009, with a “going concern” explanatory
paragraph.
  Our
independent registered public auditors have not yet issued their report on their
audit of our financial statements as of and for the fiscal year ended December
31, 2009. We expect that the independent registered auditor’s report will
contain an explanatory paragraph indicating that the net losses we have incurred
and our working capital deficit raise substantial doubt about our ability to
continue as a going concern. Our going concern uncertainty may affect our
ability to raise additional capital, and may also affect our relationships with
suppliers and customers. Investors should carefully read the independent
registered public auditor’s report and examine our financial
statements.
  We
continue to need to obtain significant additional capital to fund our
operations, and we may be unable to obtain such financing at all or on
acceptable terms.  If we are unable to obtain the funds necessary to
do so, we may be required to delay, scale back or eliminate our product
development or may be unable to continue our business.
  The
development of our products will require a commitment of substantial funds, to
conduct the costly and time-consuming research, necessary to fully commercialize
our products. Our future capital requirements will depend on many factors,
including:
  ·
                the
      cost of prosecuting, defending and enforcing patent claims and other
      intellectual property rights;
 ·
                the
      cost of manufacturing our products;
 ·
                competing
      technological and market developments;
and
 ·
                our
      ability to establish and maintain collaborative and other arrangements
      with third parties to assist in bringing our products to market and the
      cost of such arrangements.
 There can
be no assurance that we will not need additional capital sooner than currently
anticipated. We will need to raise substantial additional capital to fund our
future operations.  We cannot be certain that additional financing
will be available on acceptable terms, or at all.  In recent years, it
has been difficult for companies to raise capital due to a variety of factors,
which may or may not continue.  To the extent we raise additional
capital through the sale of equity securities, the ownership position of
investors in this offering and our existing stockholders could be substantially
diluted.  If additional funds are raised through the issuance of
preferred stock or debt securities, these securities are likely to have rights,
preferences and privileges senior to our common stock.  Fluctuating
interest rates could also increase the costs of any debt financing we may
obtain.
  To date,
we have incurred significant expenses in product development and administration
in order to ready our products for market. There is no assurance that actual
cash requirements will not exceed our estimates, in which case we will require
additional financing to bring our products into commercial operation, finance
working capital and pay for operating expenses and capital requirements until we
achieve a positive cash flow. Additionally, more capital may be required in the
event that:
  9
 ·
                we
      incur unexpected costs in completing the development of our technology or
      encounter any unexpected
 ·
                technical
      or other difficulties;
 ·
                we
      incur delays and additional expenses as a result of technology
      failure;
 ·
                we
      are unable to create a substantial market for our product and services;
      or
 ·
                we
      incur any significant unanticipated
expenses.
 Failure
to successfully address ongoing liquidity requirements will have a material
adverse effect on our business.  If we are unable to obtain additional
capital on acceptable terms when needed, we may be required to take actions that
harm our business and our ability to achieve cash flow in the future, including
possibly the surrender of our rights to some technologies or product
opportunities, curtailing or ceasing operations.
  If
we obtain additional financing, you may suffer significant
dilution.
  Because
we have generated only limited
revenues since commencing operations, we are dependent on raising additional
financing through private and public financing sources and strategic alliances
with larger companies to fund our short and long-term operations. As a result,
we have been and likely will be required to issue securities to obtain such
funds, which issuances have in the past and will in the future dilute the
percentage ownership of our stockholders. In an effort to preserve cash and to
better align the long term interests of our consultants and those with whom we
conduct business with our long term interests, we have been issuing securities
as payment in lieu of cash, which also has a dilutive effect on outstanding
securities. This dilution could also have an adverse impact on our earnings per
share and reduce the price of our common stock. In addition, the new securities
may have rights, preferences or privileges senior to those of our common stock.
For example, In October 2008 the Company issued 1,175,000, restricted common
shares with a fair market value of $822,500 to several independent contractors
in connection with professional service agreements for financial and legal
services to be provided to the Company through various dates through September
2009. In November 2008, the Company issued 308,333 common shares with a fair
market value of $135,667 to employees under the Company's Employee Stock
Ownership Plan. In November 2008, the Company issued 320,191 restricted common
shares with a fair market value of $128,056 in connection with the conversion of
Convertible Notes Payable. In February 2009, the Company issued 12,500
restricted common shares with a fair market value of $18,750 to an employee in
connection with a severance agreement. In February 2009, Company issued 121,048
restricted common shares at a price of $0.15 per share to one holder of the
Convertible Notes Payable in satisfaction of accrued interest due in the amount
of $18,157. In March 2009, the Company issued 1,225,000 restricted common shares
with a fair market value of $163,000 to several independent contractors in
connection with professional service agreements for financial and legal services
to be provided to the Company through various dates through February 2011. In
March 2009, the Company issued 541,667 common shares with a fair market value of
$73,733 to employees under the Company's Employee Stock Ownership Plan in lieu
of salaries. In March 2009, the Company issued 65,400 restricted common shares
at a price of $0.25 per share to a vendor in satisfaction of an invoice due in
the amount of $16,350. In April and May 2009, the Company issued 90,000
restricted common shares with a fair market value of $16,500 to third parties in
satisfaction of claims and this amount was recorded as a non-cash expense on the
date of issuance.
 
 In June
2009, the Company issued 620,000 restricted common shares with a fair market
value of $217,000 to several independent contractors in connection with
professional service agreements for financial and legal services to be provided
to the Company through May 2010. In June 2009, the Company issued 370,000 common
shares with a fair market value of $129,500 to employees under the Company's
Employee Stock Ownership Plan in lieu of salaries. In June 2009, the Company
issued 10,000 restricted common shares with a fair market value of $3,500 to a
former employee for consulting services. In June 2009, the Company issued
250,000 restricted common shares with an assigned value of $164,481 (including
$116,093 relating to the beneficial conversion feature of the notes) in
connection with the issuance of convertible notes with a face of $250,000 due in
December 2009. In June 2009, two independent contractors exercised options
previously granted in April 2009 for the purchase of 1,200,000 and 250,000
shares of common stock.  As they elected to utilize the cashless
exercise feature of those options, net amounts of 1,042,105 and 217,105 shares
of restricted common stock were issued. In July 2009, the Company issued 195,000
common shares with a fair market value of $84,550 to three independent
contractors for financial and legal services.  In July 2009, the
Company issued 100,000 restricted common shares with an assigned value of
$59,973 (including $41,678 relating to the beneficial conversion feature of the
notes) in connection with the issuance of convertible notes with an aggregate
face value of $100,000 due in January 2010. In July 2009, the Company issued
155,000 common shares with a fair market value of $75,950 to two officers of the
Company under the Company's Employee Stock Ownership Plan in lieu of salaries.
In July 2009, an officer of the Company exercised options for the purchase of
1,200,000 shares of common stock.  As he elected to utilize the
cashless exercise feature of those options, the net amount of 1,077,551 shares
of restricted common stock were issued. In August 2009, the Company issued
75,000 common shares with a fair market value of $30,000 to an independent
contractor for financial services. In August 2009, an officer of the Company
exercised options for the purchase of 300,000 shares of common
stock.  As he elected to utilize the cashless exercise feature of
those options, the net amount of 261,539 shares of restricted common stock were
issued. In August 2009, the Company issued 1,200 common shares with a fair
market value of $475 to an independent contractor for consulting services. In
August 2009, the Company issued 100,000 restricted common shares with an
assigned value of $32,000 (including $4,383 relating to the beneficial
conversion feature of the note) in connection with the issuance of a convertible
note with a face of $100,000 due in February 2010.
  10
 
 In
December, 2009, the Company issued 18,563,693 shares to the owners of Equisol,
LLC and committed to issue 7,751,609 additional shares so that the owners of
Equisol, LLC would own 40% of the fully diluted shares of EIHC.
  We may not successfully establish
and maintain collaborative and licensing arrangements, which could adversely
affect our ability to develop and commercialize our
products.
  Our
technological strategy includes developing our powder technology as well as
establishing collaborations and licensing agreements with other companies. We
may not be able to maintain or expand these licenses and collaborations or
establish additional licensing and collaboration arrangements necessary to
develop and commercialize our products. Even if we are able to maintain or
establish licensing or collaboration arrangements, these arrangements may not be
on favorable terms and may contain provisions that will restrict our ability to
develop, test and market our products.  Any failure to maintain or
establish licensing or collaboration arrangements on favorable terms could
adversely affect our business prospects, financial condition or ability to
develop and commercialize our products.
  We expect
to rely at least in part on third-party collaborators to perform a number of
activities relating to the development and commercialization of our products,
including the manufacturing of product materials and the design for our
products.  Our collaborative partners may also have or acquire rights
to control aspects of our product development.  As a result, we may
not be able to conduct these programs in the manner or on the time schedule we
currently contemplate. In addition, if any of these collaborative partners
withdraw support for our programs or products or otherwise impair their
development, our business could be negatively affected.  To the extent
we undertake any of these activities internally, our expenses may
increase.
  In
addition, our success depends on the performance of our collaborators of their
responsibilities under these arrangements.  Some potential
collaborators may not perform their obligations in a timely fashion or in a
manner satisfactory to us. Because such
agreements may be exclusive, we may not be able to enter into a collaboration
agreement with any other company covering the same field during the applicable
collaborative period.  In addition, our collaborators’ competitors may
not wish to do business with us at all due to our relationship with our
collaborators.  If we are unable to enter into additional product
discovery and development collaborations, our ability to sustain or expand our
business will be significantly diminished.
  If
we are unable to create and maintain sales, marketing and distribution
capabilities or enter into agreements with third parties to perform those
functions, we will not be able to commercialize our products.
  We
currently have limited sales, marketing or distribution
capabilities.  Therefore, to commercialize our products, if and when
such products are ready for marketing, we expect to collaborate with third
parties to perform these functions.  We have limited experience in
developing, training or managing a sales force and will incur substantial
additional expenses if we decide to market any of our future products
directly.  Developing a marketing and sales force is also time
consuming and could delay launch of our future products.  In addition,
we will compete with many companies that currently have extensive and
well-funded marketing and sales operations.  Our marketing and sales
efforts may be unable to compete successfully against these
companies.
  11
 
 The
industry in which we operate is highly competitive, and competitive pressures
from existing and new companies could have a material adverse effect on our
financial condition and results of operations.
  The
industry in which we operate is highly competitive and influenced by the
following:
  ·
                  advances
      in technology;
 ·
                  new
      product introductions;
 ·
                  evolving
      industry standards;
 ·
                  product
      improvements;
 ·
                  rapidly
      changing customer needs;
 ·
                  intellectual
      property invention and protection;
 ·
                  marketing
      and distribution capabilities;
 ·
                  competition
      from highly capitalized companies;
 ·
                  ability
      of customers to invest in information technology;
  and
 ·
                  price
      competition.
  We can
give no assurance that we will be able to compete effectively in our
markets.  Many of our competitors have substantially greater capital
resources, research and development resources and experience, manufacturing
capabilities, regulatory expertise, sales and marketing resources, established
relationships with business and consumer products companies and production
facilities than us.
  We
may encounter difficulties managing our growth, which could adversely affect our
business.
  Our
strategy includes entering into and working on simultaneous technology discovery
and development programs across multiple markets.  We expect to
continue to grow to meet our strategic objectives.  If our growth
continues, it will continue to place a strain on us, our management and our
resources.  Our ability to effectively manage our operations, growth
and various projects requires us to continue to improve our operational,
financial and management controls, reporting systems and procedures, and to
attract and retain sufficient numbers of talented employees.  We may
not be able to successfully implement these tasks on a larger scale and,
accordingly, we may not achieve our research, development and commercialization
goals.  If we fail to improve our operational, financial and
management information systems, or fail to effectively monitor or manage our new
and future employees or our growth, our business would suffer
significantly.
  We
may not be able to manufacture our planned products in sufficient quantities at
an acceptable cost, or at all, which could harm our future
prospects.
  We lease
a single manufacturing facility.  If any of our proposed products
become available for widespread sale, we may not be able to arrange for the
manufacture of such product in sufficient quantities at an acceptable cost, or
at all, which could materially adversely affect our future
prospects.
  Compliance
with the Sarbanes-Oxley Act of 2002 will result in increased
expenditures.
  We are
exposed to significant costs and risks associated with complying with
increasingly stringent and complex regulation of corporate governance and
disclosure standards. Changing laws, regulations and standards relating to
corporate governance and public disclosure, including the Sarbanes-Oxley Act of
2002 and new SEC regulations require a growing expenditure of management time
and external resources. In particular, Section 404 of the Sarbanes-Oxley Act of
2002 requires management’s annual review and evaluation of our internal
controls, and attestations of the effectiveness of our internal controls by our
independent registered auditors.  Although we are not currently
required to comply with all of the requirements of Section 404, we have begun
the process of documenting and testing our internal controls. This process could
result in our needing to implement measures to improve our internal controls.
Any failure by us to maintain effective internal controls could have a material
adverse effect on our business, operating results and stock price. This process
may also require us to hire additional personnel and outside advisory services
and will result in significant accounting and legal expenses.
  12
  Risks
Related To Our Industry
  Our
products may become obsolete and unmarketable if we are unable to respond
adequately to rapidly changing technology and customer demands.
  Our
industry is characterized by rapid changes in technology and customer demands.
As a result, our products may quickly become obsolete and unmarketable. Our
future success will depend on our ability to adapt to technological advances,
anticipate customer demands, develop new products and enhance our current
products on a timely and cost-effective basis. Further, our products must remain
competitive with those of other companies with substantially greater resources.
We may experience technical or other difficulties that could delay or prevent
the development, introduction or marketing of new products or enhanced versions
of existing products. Also, we may not be able to adapt new or enhanced products
to emerging industry standards, and our new products may not be favorably
received.
  If
we are unable to attract and retain key personnel and advisors, it may adversely
affect our ability to obtain financing, pursue collaborations or develop our
products.
  We are
highly dependent on Michael Parrish, our chairman and chief executive officer,
James Weber, the president of our subsidiary, XIOM Corp, and Kurt Given,
president of our subsidiary, Equisol, LLC.  Our future success depends
on our ability to attract, retain and motivate highly qualified management and
scientific, development and commercial personnel and advisors.  To
pursue our business strategy, we will need to hire or otherwise engage qualified
personnel and managers, including personnel with expertise in discovery,
development, manufacturing, marketing and sales.  Competition for
qualified personnel is intense among companies, academic institutions and other
organizations.  If we are unable to attract and retain key personnel
and advisors, it may negatively affect our ability to successfully develop, test
and commercialize our products and could have a material adverse effect on our
proposals, financial condition and results of operations.
  We
may be sued for product liability, which could adversely affect our
business.
  Because
our business strategy involves the development and sale by either us or our
collaborators of commercial products incorporating our powder coating
technology, we may be sued for product liability. We may be held liable if any
product we develop and commercialize, or any product our collaborators
commercialize that incorporates any of our technology, causes injury or is found
otherwise unsuitable during product testing, manufacturing, marketing, sale or
consumer use.
  If we and
our collaborators commence sale of commercial products we will need to obtain
additional product liability insurance, and this insurance may be prohibitively
expensive, or may not fully cover our potential
liabilities.  Inability to obtain sufficient insurance coverage at an
acceptable cost or otherwise to protect against potential product liability
claims could prevent or inhibit the commercialization of products developed by
us or our product discovery and development collaborators.  We may be
obligated to indemnify our product discovery and development collaborators for
product liability or other losses they incur.  Any indemnification we
receive from such collaborators for product liability that does not arise from
our technology may not be sufficient to satisfy our liability to injured
parties. If we are sued for any injury caused by our products or products
incorporating our technology or any other products we develop, our liability
could exceed our total assets.
  13
 
 Risks
Related To Intellectual Property and Technology
  If
our products are not effectively protected by valid, issued patents or if we are
not otherwise able to protect our proprietary information, it could harm our
business.
  The
success of our operations will depend in part on our ability and that of our
licensors to:
  ·
                  obtain
      any necessary patent protections for new technologies both in the United
      States and in other
 ·
                  countries
      with substantial markets;
 ·
                  defend
      patents once obtained;
 ·
                  maintain
      trade secrets and operate without infringing upon the patents and
      proprietary rights of others; and
 ·
                  obtain
      appropriate licenses upon reasonable terms to patents or proprietary
      rights held by others that are
 ·
                  necessary
      or useful to us in commercializing our technology, both in the United
      States and in other countries with substantial
  markets.
 In the
event we are not able protect our intellectual property and proprietary
information, our business will be materially harmed.
  We
may not have adequate protection for our unpatented proprietary information,
which could adversely affect our competitive position.
  In
addition to any patents that we may apply for in the future, we will
substantially rely on trade secrets, know-how, continuing technological
innovations and licensing opportunities to develop and maintain our competitive
position.  However, others may independently develop substantially
equivalent proprietary information and techniques or otherwise gain access to
our trade secrets or disclose our technology.  To protect our trade
secrets, we may enter into confidentiality agreements with employees,
consultants and potential collaborators.  However, these agreements
may not provide meaningful protection of our trade secrets or adequate remedies
in the event of unauthorized use or disclosure of such
information.  Likewise, our trade secrets or know-how may become known
through other means or be independently discovered by our
competitors.  Any of these events could prevent us from developing or
commercializing our products.
  Our
ability to compete in the powder coating market may decline if we do not
adequately protect our proprietary technologies.
  Because
of the substantial length of time and expense associated with the development of
new products, we, along with the rest of the industry, place considerable
importance on obtaining and maintaining patent protection for new technologies,
products and processes.  Our success will depend in part on our
ability to obtain and maintain intellectual property that protects our
technologies and technology products.  Patent positions may be highly
uncertain and may involve complex legal and factual questions for which we seek
patent protection.  No consistent standard regarding the allowance or
enforceability of claims in many of our pending patent applications has emerged
to date.  As a result, we cannot predict the breadth of claims that
will ultimately be allowed in any future patent applications, if any, including
those we have in-licensed or the extent to which we may enforce these claims
against our competitors. The degree of future protection for our proprietary
rights is therefore highly uncertain and we cannot assure you that:
  ·
                  we
      will be the first to file patent applications or to invent the subject
      matter claimed in patent applications
that
 ·
                  we
      file, if any, which relate to the technologies upon which we
      rely;
 ·
                  others
      will not independently develop similar or alternative technologies or
      duplicate any of our
 ·
                  technologies;
 ·
                  any
      of our potential patent applications will result in issued
      patents;
 ·
                  any
      of our potential patent applications will not result in interferences or
      disputes with third parties regarding priority of
    invention;
  14
  ·
                  any
      patents that may be issued to us, our collaborators or our licensors will
      provide a basis for commercially viable products or will provide us with
      any competitive advantages or will not be challenged by third
      parties;
 ·
                  we
      will develop any proprietary technologies that are
    patentable;
 ·
                  the
      patents of others will not have an adverse effect on our ability to do
      business; or
 ·
                  new
      proprietary technologies from third parties, including existing licensors,
      will be available for licensing to us on reasonable commercial terms, if
      at all.
 In
addition, patent law outside the United States is uncertain and in many
countries intellectual property laws are undergoing review and revision. The
laws of some countries do not protect intellectual property rights to the same
extent as domestic laws. It may be necessary or useful for us to participate in
opposition proceedings to determine the validity of our competitors’ patents or
to defend the validity of any of our or our licensor’s future patents, which
could result in substantial costs and would divert our efforts and attention
from other aspects of our business.
  Technologies
licensed to us by others, or in-licensed technologies, are important to our
business. In particular, we depend on certain technologies relating to
technology licensed to us, as well as our relationships with various
communications, software and integrator companies.  In addition, we
may in the future acquire rights to additional technologies by licensing such
rights from existing licensors or from third parties.  Such
in-licenses may be costly.  Also, we generally do not control the
patent prosecution, maintenance or enforcement of in-licensed
technologies.  Accordingly, we are unable to exercise the same degree
of control over this intellectual property as we do over our internally
developed technologies. If we cannot maintain the confidentiality of our
technologies and other confidential information in connection with our
collaborations, our ability to protect our proprietary information or obtain
patent protection in the future may be impaired, which could have a significant
adverse effect on our business, financial condition and results of
operations.
  Disputes
concerning the infringement or misappropriation of our proprietary rights or the
proprietary rights of others could be time consuming and extremely costly and
could delay our research and development efforts.
  Our
commercial success, if any, will be significantly harmed if we infringe the
patent rights of third parties or if we breach any license or other agreements
that we have entered into with regard to our technology or
business.
  We are
aware of other companies and academic institutions that have been performing
research in the areas of powder coating technology.  To the extent any
of these companies or academic institutions currently have, or obtain in the
future, broad patent claims, such patents could block our ability to use various
aspects of our discovery and development process and might prevent us from
developing or commercializing newly discovered technologies or otherwise
conducting our business.  In addition, it is possible that some of the
new technologies that are discovered using our technology may not be patentable
or may be covered by intellectual property of third parties.
  We are
not currently a party to any litigation, interference, opposition, protest,
reexamination or any other potentially adverse governmental, ex parte or
inter-party proceeding with regard to our patent or trademark
positions.  However, the technology industries are characterized by
extensive litigation regarding patents and other intellectual property
rights.  Many technology companies have employed intellectual property
litigation as a way to gain a competitive advantage.  If we become
involved in litigation, interference proceedings, oppositions, reexamination,
protest or other potentially adverse intellectual property proceedings as a
result of alleged infringement by us of the rights of others or as a result of
priority of invention disputes with third parties, we might have to spend
significant amounts of money, time and effort defending our position and we may
not be successful.  In addition, any claims relating to the
infringement of third-party proprietary rights or proprietary determinations,
even if not meritorious, could result in costly litigation, lengthy governmental
proceedings, divert management’s attention and resources, or require us to enter
into royalty or license agreements that are not advantageous to us.
  15
  Should
any person have filed patent applications or obtained patents that claim
inventions also claimed by us, we may have to participate in an interference
proceeding declared by the relevant patent regulatory agency to determine
priority of invention and, thus, the right to a patent for these inventions in
the United States.  Such a proceeding could result in substantial cost
to us even if the outcome is favorable.  Even if successful on
priority grounds, an interference action may result in loss of claims based on
patentability grounds raised in the interference action.  Litigation,
interference proceedings or other proceedings could divert management’s time and
efforts.  Even unsuccessful claims could result in significant legal
fees and other expenses, diversion of management’s time and disruption in our
business.  Uncertainties resulting from initiation and continuation of
any patent proceeding or related litigation could harm our ability to compete
and could have a significant adverse effect on our business, financial condition
and results of operations.
  An
adverse ruling arising out of any intellectual property dispute, including an
adverse decision as to the priority of our inventions, could undercut or
invalidate our intellectual property position.  An adverse ruling
could also subject us to significant liability for damages, including possible
treble damages, prevent us from using technologies or developing products, or
require us to negotiate licenses to disputed rights from third
parties.  Although patent and intellectual property disputes in the
technology area are often settled through licensing or similar arrangements,
costs associated with these arrangements may be substantial and could include
license fees and ongoing royalties.  Furthermore, necessary licenses
may not be available to us on satisfactory terms, if at all.  Failure
to obtain a license in such a case could have a significant adverse effect on
our business, financial condition and results of operations.
  Risks
Related to Our Fluctuating Operating Results, Possible Acquisitions and
Management of Growth
  We
expect that our results of operations will fluctuate from period to period, and
this fluctuation could cause our stock price to decline, causing investor
losses.
  Our
operating results could vary significantly in the future based upon a number of
factors, including many factors over which we have little or no
control.  We operate in a highly dynamic industry and future results
could be subject to significant fluctuations.  These fluctuations
could cause us to fail to meet or exceed financial expectations of securities
analysts or investors, which could cause our stock price to decline rapidly and
significantly.  Revenue and expenses in future periods may be greater
or less than revenue and expenses in the immediately preceding period or in the
comparable period of the prior year.  Therefore, period-to-period
comparisons of our operating results are not necessarily a good indication of
our future performance.  Some of the factors that could cause our
operating results to fluctuate include:
 
 ·
                  our
      ability to develop technology;
 ·
                  our
      ability or the ability of our product discovery and development
      collaborators to incorporate our
technology;
 ·
                  our
      receipt of milestone payments in any particular
  period;
 ·
                  the
      ability and willingness of collaborators to commercialize products
      incorporating our technology on expected timelines, or at
    all;
 ·
                  our
      ability to enter into product discovery and development collaborations and
      technology collaborations, or to extend the terms of any existing
      collaboration agreements, and our payment obligations, expected revenue
      and other terms of any other agreements of this
  type;
 ·
                  the
      demand for our future products and our collaborators’ products containing
      our technology; and
 ·
                  general
      and industry specific economic conditions, which may affect our
      collaborators’ research and
 ·
                  development
      expenditures.
 16
 
 If
we acquire products, technologies or other businesses, we will incur a variety
of costs, may have integration difficulties and may experience numerous other
risks that could adversely affect our business.
  To remain
competitive, we plan to acquire additional businesses, products and technologies
and we currently are actively seeking material acquisitions that complement our
business.  We have limited experience in identifying acquisition
targets, successfully acquiring them and integrating them into our current
infrastructure.  We may not be able to successfully integrate any
businesses, products, technologies or personnel that we might acquire in the
future without a significant expenditure of operating, financial and management
resources, if at all.  In addition, future acquisitions could require
significant capital infusions and could involve many risks, including, but not
limited to, the following:
  ·
                  we
      may have to issue convertible debt or equity securities to complete an
      acquisition, which would dilute our stockholders and could adversely
      affect the market price of the common
stock;
 ·
                  an
      acquisition may negatively impact our results of operations because it may
      require us to incur large one-time charges to earnings, amortize or write
      down amounts related to goodwill and other intangible assets, or incur or
      assume substantial debt or liabilities, or it may cause adverse tax
      consequences, substantial depreciation or deferred compensation
      charges;
 ·
                  we
      may encounter difficulties in assimilating and integrating the business,
      technologies, products, personnel or operations of companies that we
      acquire;
 ·
                  certain
      acquisitions may disrupt our relationship with existing collaborators who
      are competitive to the acquired
business;
 ·
                  acquisitions
      may require significant capital infusions and the acquired businesses,
      products or technologies may not generate sufficient revenue to offset
      acquisition costs;
 ·
                  an
      acquisition may disrupt our ongoing business, divert resources, increase
      our expenses and distract our
management;
 ·
                  acquisitions
      may involve the entry into a geographic or business market in which we
      have little or no prior experience;
and
 ·
                  key
      personnel of an acquired company may decide not to work for
      us.
 Any of
the foregoing risks could have a significant adverse effect on our business,
financial condition and results of operations.
  To
the extent we enter markets outside of the United States, our business will be
subject to political, economic, legal and social risks in those markets, which
could adversely affect our business.
  There are
significant regulatory and legal barriers in markets outside the United States
that we must overcome to the extent we enter or attempt to enter markets in
countries other than the United States.  We will be subject to the
burden of complying with a wide variety of national and local laws, including
multiple and possibly overlapping and conflicting laws.  We also may
experience difficulties adapting to new cultures, business customs and legal
systems.  Any sales and operations outside the United States would be
subject to political, economic and social uncertainties including, among
others:
  ·
                  changes
      and limits in import and export
controls;
 ·
                  increases
      in custom duties and tariffs;
 ·
                  changes
      in currency exchange rates;
 ·
                  economic
      and political instability;
 ·
                  changes
      in government regulations and laws;
 ·
                  absence
      in some jurisdictions of effective laws to protect our intellectual
      property rights; and
 ·
                  currency
      transfer and other restrictions and regulations that may limit our ability
      to sell certain products or repatriate profits to the United
      States.
  17
  Any
changes related to these and other factors could adversely affect our business
to the extent we enter markets outside the United States.
  Risks
Related to our Common Stock; Liquidity Risks
  The
price of our common stock is expected to be volatile and an investment in common
stock could decline in
  value.
  The
market price of our common stock, and the market prices in general for
securities of companies in our industry, are expected to be highly
volatile.  The following factors, in addition to other risk factors
described in this filing, and the potentially low volume of trades in common
stock, may have a significant impact on the market price of common stock, some
of which are beyond our control:
  ·
                  announcements
      of technological innovations and discoveries by us or our
      competitors;
 ·
                  developments
      concerning any research and development, manufacturing, and marketing
      collaborations;
 
 ·
                  new
      products or services that we or our competitors
  offer;
 ·
                  actual
      or anticipated variations in operating
results;
 ·
                  the
      initiation, conduct and/or outcome of intellectual property and/or
      litigation matters;
 ·
                  changes
      in financial estimates by securities
analysts;
 ·
                  conditions
      or trends in technology or software
industries;
 ·
                  changes
      in the economic performance and/or market valuations of other technology
      companies;
 ·
                  our
      announcement of significant acquisitions, strategic partnerships, joint
      ventures or capital commitments;
 ·
                  additions
      or departures of key personnel;
 ·
                  global
      unrest, terrorist activities, and economic and other external factors;
      and
 ·
                  sales
      or other transactions involving our common
  stock.
 The stock
market in general has recently experienced relatively large price and volume
fluctuations.  In particular, market prices of securities of
technology companies have experienced fluctuations that often have been
unrelated or disproportionate to the operating results of these
companies.  Continued market fluctuations could result in extreme
volatility in the price of common stock, which could cause a decline in the
value of common stock.  Prospective investors should also be aware
that price volatility may be worse if the trading volume of common stock is
low.
  We
do not expect to pay cash dividends in the foreseeable future.
  We
currently intend to retain any future earnings to finance the growth and
development of our business; therefore, we do not expect to pay any cash
dividends in the foreseeable future. Any future dividends will depend on our
earnings, if any, and our financial requirements.
  It
is not anticipated that there will be an active public market for shares of our
common stock in the near term, and you may have to hold your shares of common
stock for an indefinite period of time. You may be unable to resell a large
number of your shares of common stock within a short time frame or at or above
their purchase price.
  There is
not an active public or other trading market for our common stock, and there can
be no assurance that any market will develop or be sustained after the
completion of this offering.  Because our common stock is expected to
be thinly traded, an investor cannot expect to be able to liquidate its
investment in case of an emergency or if it otherwise desires to do
so.  Large transactions in common stock may be difficult to conduct in
a short period of time.  Further, the sale of shares of common stock
may have adverse federal income tax consequences.
  It
is more difficult for our shareholders to sell their shares because we are not,
and may never be, eligible for the Nasdaq Stock Market or any National Stock
Exchange.
  We are
not presently, nor is it likely that for the foreseeable future we will be,
eligible for inclusion in the Nasdaq Stock Market or for listing on any United
States national stock exchange.  To be eligible to be included in the
Nasdaq Stock Market, a company is required to have not less than $4,000,000 of
stockholders’ equity, a public float with a market value of not less than
$5,000,000, and a minimum bid price of $4.00 per share. At the present time, we
are unable to state when, if ever, we will meet the Nasdaq Stock Market
application standards.  Unless we are able to increase our net worth
and market valuation substantially, either through the accumulation of surplus
out of earned income or successful capital raising financing activities, we will
not be able to meet the eligibility requirements of the Nasdaq Stock
Market.  As a result, it will more difficult for holders of our common
stock to resell their shares to third parties or otherwise, which could have a
material adverse effect on the liquidity and market price of our common
stock.
  18
  Substantial
future issuances of our common stock could depress our stock price.
  The
market price for our common stock could decline, perhaps significantly, as a
result of issuances of a large number of shares of our common stock in the
public market or even the perception that such issuances could
occur.  Sales of a substantial number of shares of common stock, or
the perception that holders of a large number of shares intend to sell their
shares, could depress the market price of our common stock.
  Directors
and officers of the Company will have a high concentration of our common stock
ownership.
  Based on
the aggregate number of shares of our common stock that are outstanding as of
April 15, 2010, our officers and directors beneficially own approximately 33.3%
of our outstanding common stock.  Such a high level of ownership by
such persons may have a significant effect in delaying, deferring or preventing
any potential change in control of the Company.  Additionally, as a
result of their high level of ownership, our officers and directors might be
able to strongly influence the actions of our Board of Directors, and the
outcome of actions brought to our stockholders for approval. Such a high level
of ownership may adversely affect the voting and other rights of our
stockholders.
  Changes
in, or interpretations of, accounting rules and regulations, such as expensing
of stock options and other stock-based compensation, could result in unfavorable
accounting charges or require us to change our compensation
policies.
  Accounting
methods and policies, including policies governing revenues recognition,
expenses, and accounting for stock options and other forms of stock-based
compensation are subject to further review, interpretation and guidance from
relevant accounting authorities, including the SEC. Changes to, or
interpretations of, accounting methods or policies in the future may require us
to reclassify, restate or otherwise change or revise our financial statements,
including those contained in this prospectus. Prior to January 1, 2006, we were
not required to record stock-based compensation charges if the employee’s stock
option exercise price equals or exceeds the fair market value of our common
stock at the date of grant.
  Generally
accepted accounting principles require all share-based payments to employees,
including grants of employee stock options, to be recognized in the income
statement based on their fair values. This has a significant impact on the
presentation of our results of operations if we utilize stock-based compensation
to reward and incentivize employees and others who contribute to our growth and
success, although it will have no impact on our overall financial
position.
  We may
rely heavily on stock options to motivate existing employees and to attract new
employees. When we are required to expense stock options, we may then choose to
reduce our reliance on stock options as a motivation tool. If we decide to
reduce our potential use of stock options in the future, it may be more
difficult for us to attract and retain qualified employees.  However,
if we decide to not reduce our reliance on stock options in the future, it will
decrease our reported earnings.
  19
  We
do not expect to make dividend payments in the foreseeable future.
  The
Company has never declared or paid any cash dividends on its common stock. For
the foreseeable future, the Company intends to retain any earnings to finance
the development and expansion of its business, and it does not anticipate paying
any cash dividends on our common stock. Any future determination to pay
dividends will be at the discretion of the Board of Directors and will be
dependent upon then existing conditions, including the Company's financial
condition and results of operations, capital requirements, contractual
restrictions, business prospects, and other factors that the board of directors
consider relevant.
  The
fact that we are subject to Penny Stock Regulation may make it less appealing
for a broker-dealer to engage in transactions involving our
securities.
  The
Commission has adopted regulations which generally define a “penny stock” to be
any equity security that has a market price of less than $5.00 per share or an
exercise price of less than $5.00 per share, subject to certain exceptions. As a
result, our common stock is subject to rules that impose additional sales
practice requirements on broker dealers who sell such securities to persons
other than established customers and accredited investors (generally those with
assets in excess of $1,000,000 or annual income exceeding $200,000, or $300,000
together with their spouse). For transactions covered by such rules, the broker
dealer must make a special suitability determination for the purchase of such
securities and have received the purchaser’s written consent to the transaction
prior to the purchase. Additionally, for any transaction involving a penny
stock, unless exempt, the rules require the delivery, prior to the transaction,
of a risk disclosure document mandated by the Commission relating to the penny
stock market. The broker dealer must also disclose the commission payable to
both the broker dealer and the registered representative, current quotations for
the securities and, if the broker dealer is the sole market maker, the broker
dealer must disclose this fact and the broker dealer’s presumed control over the
market. Finally, monthly statements must be sent disclosing recent price
information for the penny stock held in the account and information on the
limited market in penny stocks. Broker-dealers must wait two business days after
providing buyers with disclosure materials regarding a security before effecting
a transaction in such security. Consequently, the “penny stock” rules restrict
the ability of broker dealers to sell our securities and affect the ability of
investors to sell our securities in the secondary market and the price at which
such purchasers can sell any such securities, thereby affecting the liquidity of
the market for our common stock.
  Stockholders
should be aware that, according to the Commission, the market for penny stocks
has suffered in recent years from patterns of fraud and abuse. Such patterns
include:
 
 ·
                control
      of the market for the security by one or more broker-dealers that are
      often related to the promoter or
issuer;
 ·
                manipulation
      of prices through prearranged matching of purchases and sales and false
      and misleading press releases;
 ·
                “boiler
      room” practices involving high pressure sales tactics and unrealistic
      price projections by inexperienced sales
  persons;
 ·
                excessive
      and undisclosed bid-ask differentials and markups by selling
      broker-dealers; and
 ·
                the
      wholesale dumping of the same securities by promoters and broker-dealers
      after prices have been manipulated to a desired level, along with the
      inevitable collapse of those prices with consequent investor
      losses.
 ·
                Our
      management is aware of the abuses that have occurred historically in the
      penny stock market.
 
 Item
2. PROPERTY
 
 EIHC
leases approximately 7,000 square feet of manufacturing and warehouse facility
in West Babylon, New York pursuant to a four-year lease at $5,000 per month. In
addition, the Company leases a 2,000 square foot training and testing facility
adjacent to the above space on a month-to-month basis for $1,300 per month. Rent
expense for fiscal 2009 and 2008 was approximately $95,000 per annum. The
manufacturing and warehouse facility is adequate for the needs of the Company at
this time. However, if it were necessary to expand the manufacturing and
warehouse capacity, the Company would need to relocate its facilities, at an
additional cost per month. Such location would be relatively easy to locate,
however the initial cost of moving might be substantial.
  20
 
 In
addition, as a result of the acquisition of Equisol, LLC in December, 2009, the
Company acquired leased facilities in Conshohocken, PA, Baton Rouge, LA, and
Kemah, TX. The Company leases these facilities at a monthly rent of $4,300. The
Company maintains its Corporate Headquarters in Conshohocken, PA.
 
 Item 3. LEGAL
PROCEEDINGS
 
 On
December 22, 2009, the Company received a notice from holders of $820,000 of its
convertible notes that the Company was in default of its obligations under the
notes, and acceleration and demand for payment of the face amount of the notes
and all accrued and unpaid interest. The Company is in the process of reviewing
these claims.
 
 We are
not aware of any other litigation, pending, or threatened at this time. We may
occasionally become subject to legal proceedings and claims that arise in the
ordinary course of our business. It is impossible for us to predict with any
certainty the outcome of pending disputes, and we cannot predict whether any
liability arising from pending claims and litigation will be material in
relation to our consolidated financial position or results of
operations.
 
 Indemnification
of Officers and Directors
 
 At
present we have not entered into individual indemnity agreements with our
Officer or Director.  However, our revised By-Laws and Certificate of
Incorporation provide a blanket indemnification that we shall indemnify, to the
fullest extent under Delaware law, our directors and officers against certain
liabilities incurred with respect to their service in such
capabilities.  In addition, the Certificate of Incorporation provides
that the personal liability of our directors and officers and our stockholders
for monetary damages will be limited.
  
 Part
II
  Item
5. Market for Common Equity and Related Stockholder Matters
 
 General:
 
 The
authorized capital stock consists of 50,000,000 shares of common stock, par
value $.0001 per share. As of April 15, there were 44,422,309 shares of Common
Stock issued and outstanding. The Company has a contractual commitment to issue
an additional 7,751,609 shares to the former owners of Equisol, LLC. This does
not include shares underlying warrants or options yet to be exercised. The
following summary description of the Common Stock is qualified in its entirety
by reference to the Company's Certificate of Incorporation and all amendments
thereto.
 
 Common
Stock:
 
 Our
authorized capital stock consists of 50,000,000 shares of common stock, par
value $.0001 per share. Each share of Common Stock entitles its holder to one
non-cumulative vote per share and, the holders of more than fifty percent (50%)
of the shares voting for the election of directors can elect all the directors
if they choose to do so, and in such event the holders of the remaining shares
will not be able to elect a single director.  Holders of shares of
Common Stock are entitled to receive such dividends, as the board of directors
may, from time to time, declare out of Company funds legally available for the
payment of dividends.  Upon any liquidation, dissolution or winding up
of the Company, holders of shares of Common Stock are entitled to receive pro
rata all of the assets of the Company available for distribution to
stockholders.
  21
 
 Stockholders
do not have any pre-emptive rights to subscribe for or purchase any stock,
warrants or other securities of the Company.  The Common Stock is not
convertible or redeemable.  Neither the Company's Certificate of
Incorporation nor its By-Laws provide for pre-emptive rights.
 
 Price
Ranges of XIOM CORP. Common Stock:
 
 Market
Information:
 
 The
Company’s Common Stock is traded on the NASD OTC Bulletin Board under the symbol
“EIHC.OB” commencing on or about January 27, 2010.
 
 There is
currently a limited trading market for the Company’s Common Stock with the price
being very volatile.  The following table shows the reported high and
low closing prices per share for our common stock through December 31,
2009.  Since that date through April 14, 2010, the closing price per
share has been between $0.30 and $0.11.
 
 High
                
                
                LowFiscal
      2009:Fourth
      quarter
                
                $
                0.45
                
                
                $
                0.22Third
      quarter
                
                
                0.49
                
                
                $
                0.21Second
      quarter
                
                
                0.46
                
                
                
                0.09First
      quarter
                
                
                0.35
                
                
                
                0.10Fiscal
      2008:Fourth
      quarter
                
                $
                0.75
                
                
                
                0.12Third
      quarter
                
                
                1.81
                
                
                $
                0.52Second
      quarter
                
                
                2.19
                
                
                
                1.50First
      quarter
                
                
                2.90
                
                
                
                1.05
 
 Liquidation:
 
 In the
event of a liquidation of the Company, all stockholders are entitled to a pro
rata distribution after payment of any claims.
 
 Dividend
Policy:
 
 The
Company has never declared or paid cash dividends on its common stock and
anticipates that all future earnings will be retained for development of its
business.  The payment of any future dividends will be at the
discretion of the Board of Directors and will depend upon, among other things,
funds legally available, future earnings, capital requirements, the financial
condition of the Company and general business conditions.
 
 Stock
Transfer Agent:
 
 Our
transfer agent and registrar of the Common Stock is Manhattan Transfer Registrar
Company, P.O. Box 756, Miller Place, NY  11764, (631) 928-7655,(631) 928-6171
Fax
 
 22
  Sales
of Unregistered Securities
 
 On
October 27, 2009, the Company issued 600,000 restricted shares with a fair
market value of $222,000 to officers, employees, directors, and consultants. On
that date, the Company issued 2,975,000 restricted shares to investors and debt
holders. On November 3, 2009, the Company issued 700,000 restricted shares to
consultants. On November 9, 2009, the Company issued 700,000 restricted shares
to consultants. On December 15, 2009, the Company issued 18,563,693 restricted
shares in connection with the purchase of Equisol, LLC.
  Purchase of Equity Securities by the
Small Business Issuer and Affiliated Purchasers
 
 We did
not repurchase any shares of our common stock during the year ending December
31, 2009.
 
 Equity
Compensation Plan Information
 
 None
 
 
 ITEM
6. SELECTED
FINANCIAL INFORMATION
 
 Not
      required
 
 Item 7.MANAGEMENT’S DISCUSSION AND ANALYSIS AND RESULTS OF OPERATION.
 
 Overview
 We
currently do not plan to conduct any business other than the business in which
EIHC and its subsidiaries XIOM and EQUISOL are engaged. We expect to continue to
incur significant research, development and administrative expenses before any
of our current or proposed products are approved for marketing, if ever, and
generate significant revenues.
 
 Plan
of Operations:
 
 Both
subsidiaries’ plans to move into an expansion phase were adversely affected by
the weakened economy during fiscal 2009 and such plans are expected to be
further adversely affected by the continued weakness of the economy during the
beginning of fiscal 2010. Going forward the focus of the subsidiaries is to
expand organically through increased sales and improved productivity through
reduced SG&A costs.  The parent company will begin to acquire
other entities focused on environmental equipment manufacturing, engineering,
services, and consulting as well as geographic expansion throughout North
America.  Longer term, we anticipate to emulate such acquisitions
internationally.
 
 During
the first quarter of fiscal 2008, the Company’s subsidiary, Xiom introduced its
XIOM 5000, a high speed spray gun which can apply material five times faster
than the XIOM 1000 system each and significantly reduce the cost per square foot
of spray coating to less than $1.00 per square foot. During the last two years,
over 200 of XIOM’s spray systems were sold. The sales were primarily to
customers in North America with 40 systems going to overseas
customers.
 
 Xiom now
offers the XIOM 1000 and XIOM 5000 spray gun in a combination package for
$15,000 and expects to sell approximately 100 of these systems on a worldwide
basis during fiscal 2010.  However, there can be no assurance that
Xiom will be able to achieve this target since this will entail a shipping rate
approximately equal to what Xiom has achieved in the past.  During an
expected weak economy in fiscal 2010, training and support which will be
required to support a customer base aggregating approximately 300 members as
well as supplying the requisite materials used in the spray systems will be a
significant economic and logistical challenge for Xiom.
  23
 
 Xiom
plans to incur patent acquisition expenditures of approximately $50,000 during
fiscal 2010.
 
 Xiom has
a joint venture in the United States whose purpose is to develop contract
revenues from spraying coatings on ship hulls and ship super
structures.  Management is currently reviewing its plans for this
joint venture.
 
 Xiom
formed a European distribution arrangement during the second quarter of fiscal
2008.  Through this arrangement, Xiom has sold 20 systems to date and
has established 6 independent European sub-distributors to date.  Xiom
plans to maintain its sales efforts in Europe during fiscal 2010.
 
 The
Company’s overhead expense run rate has been decreased to approximately $150,000
per month during the first quarter of fiscal 2010. We have approximately $2
million of firm contracts in house. The Company believes that it has enough
funds to only operate for the next 3 months even if it does not sell any systems
or services.
 
 The
Company is not in able to accurately forecast sales for fiscal 2010. The Company
does not have sufficient cash resources and revenue to adequately support
overseas marketing plans for the foreseeable future. Therefore, without
increasing revenues or acquiring additional capital, it is likely that our
current overseas marketing plans will have to proceed at a slower
rate.
  Critical
Accounting Policies
 
 Management’s
discussion and analysis of our financial condition and results of operations are
based on our consolidated financial statements, which have been prepared in
accordance with accounting principles generally accepted in the United States.
The preparation of these financial statements requires management to make
estimates and judgments that affect the reported amounts of assets, liabilities,
revenues and expenses, and related disclosure of contingent assets and
liabilities. On an ongoing basis, management evaluates its estimates, including
those related to impairment of long-lived assets, finite lived intangible
assets, accrued liabilities and certain expenses. We base our estimates on
historical experience and on various other assumptions that we believe to be
reasonable under the circumstances, the results of which form the basis for
making judgments about the carrying values of assets and liabilities that are
not readily apparent from other sources. Actual results may differ materially
from these estimates under different assumptions or conditions.
 
 Our
significant accounting policies are summarized in Note 1 of our audited
financial statements for the year ended December 31, 2009. We believe the
following critical accounting policies affect our more significant judgments and
estimates used in the preparation of our financial statements:
 
 REVENUE
RECOGNITION
 
 Revenue
from product sales is recognized when all of the following criteria are met: (1)
persuasive evidence of an arrangement exists, (2) the price is fixed or
determinable, (3) collectability is reasonably assured, and (4) delivery has
occurred. Persuasive evidence of an arrangement and fixed price criteria are
satisfied through sales orders. Collectability criteria is satisfied through
credit approvals. Delivery criteria is satisfied when the products are shipped
to a customer and title, and risk of loss, pass to the customer in accordance
with the terms of sale. The Company has no obligation to accept the return of
products sold other than for replacement of damaged products. Other than
quantity price discounts negotiated with customers prior to billing and delivery
(which are reflected as a reduction in sales), the Company does not offer any
sales incentives or other rebate arrangements to customers
 
 Revenues
from long-term contracts are recognized on the percentage-of-completion method,
measured by the percentage of actual cost incurred to date, to the estimated
total cost for each contract. Estimated costs and revenues are based upon
engineering estimates of the work performed to date relative to the total work
required under the contract.  Changes in contract estimates which
result in changes in estimated profit are applied to the cumulative work
accomplished on the project.  The re-calculated grossprofit on the contract
is applied to the revenues recorded to date for the entire life of the contract
and the resulting income or loss is recorded in the current period.
  24
 
 INVENTORY
 
 Inventory
consists primarily of various parts, materials and supplies utilized in the
assembly of water treatment systems and the assembly and operation of the
thermal spray coating system and is valued at the lower of cost (first-in,
first-out) or market.
 
 PROPERTY,
EQUIPMENT AND DEPRECIATION
 
 Property
and equipment is stated at cost. Major expenditures for property and those that
substantially increase useful lives, are capitalized. Maintenance, repairs, and
minor renewals are expensed as incurred. When assets are retired or otherwise
disposed of, their costs and related accumulated depreciation are removed from
the accounts and resulting gains or losses are included in income. Depreciation
is provided by utilizing the straight-line method over the estimated useful
lives of the assets.
 
 SHARE
BASED PAYMENTS
 
 Share
based payments are made primarily to outside consultants and other professional
service providers, from time to time, subject to current cash flow conditions
and at the discretion of the Board of Directors. The compensation cost is
determined based on the estimated fair value of the shares at the measurement
date, which is the earlier of (a) the date at which a commitment for performance
by the counterparty to earn the shares is reached (generally the contract
date),or (b) the date at which the counterparty’s performance is complete. These
compensation costs are capitalized as prepaid expenses and expensed over the
remaining term of the respective contracts.
 
 Common
stock options granted to employees are issued for past services from time to
time, at the discretion of the Board of Directors, and the value of each option
is recorded as compensation expense as of the grant date. The related excess tax
benefit received upon the exercise of stock options has not been recognized
because, in the opinion of management, it is more likely than not, that such tax
benefit will not be utilized in the future.
 
  Recently
Adopted Accounting Pronouncements
  FASB ASC
820-10 establishes a framework for measuring fair value and expands disclosures
about fair value measurements. The changes to current practice resulting from
the application of this standard relate to the definition of fair value, the
methods used to measure fair value, and the expanded disclosures about fair
value measurements. This standard is effective for fiscal years beginning after
November 15, 2007; however, it provides a one-year deferral of the effective
date for non-financial assets and non-financial liabilities, except those that
are recognized or disclosed in the financial statements at fair value at least
annually. The Company adopted this standard for financial assets and financial
liabilities and nonfinancial assets and nonfinancial liabilities disclosed or
recognized at fair value on a recurring basis (at least annually) as of October
1, 2008. The Company adopted the standard for nonfinancial assets and
nonfinancial liabilities on October 1, 2009. The adoption of this standard in
each period did not have a material impact on its financial
statements.
  FASB ASC
810-10 requires all entities to report noncontrolling (minority) interests in
subsidiaries as equity in the consolidated financial statements. The standard
establishes a single method of accounting for changes in a parent’s ownership
interest in a subsidiary that does not result in deconsolidation and expands
disclosures in the consolidated financial statements. This standard is effective
for fiscal years beginning after December 15, 2008 and interim periods within
those fiscal years.  This standard is not currently applicable to the
Company because the Company does not have any non-controlling minority
interests.
  FASB ASC
815-10 is effective January 1, 2009. This standard requires enhanced disclosures
about derivative instruments and hedging activities to allow for a better
understanding of their effects on an entity’s financial position, financial
performance, and cash flows. Among other things, this standard requires
disclosures of the fair values of derivative instruments and associated gains
and losses in a tabular formant. This standard is not currently applicable to
the Company since the Company does not have derivative instruments or hedging
activity.
  25
  FASB ASC
825-10 requires disclosures about the fair value of financial instruments for
interim reporting periods. This standard is effective for interim reporting
periods ending after June 15, 2009. The adoption of this standard did not have a
material impact on the Company’s financial statements.
  FASB ASC
820-10 provides additional guidance for Fair Value Measurements when the volume
and level of activity for the asset or liability has significantly decreased.
This standard is effective for interim and annual reporting periods ending after
June 15, 2009. The adoption of this standard did not have a material effect on
its financial statements.
  FASB ASC
320-10 amends the other-than-temporary impairment guidance for debt and equity
securities. This standard is effective for interim and annual reporting periods
ending after June 15, 2009. The adoption of this standard did not have a
material effect on its financial statements.
  FASB ASC
855-10 is effective for interim or annual financial periods ending after June
15, 2009 and establishes general standards of accounting and disclosure of
events that occur after the balance sheet but before financial statements are
issued or are available to be issued. However, since the Company is a public
entity, management is required to evaluate subsequent events through the date
that financial statements are issued and disclose the date through which
subsequent events have been evaluated, as well as the date the financial
statements were issued. This standard was adopted for its interim period ending
June 30, 2009. Subsequent events have been evaluated through November 16, 2009
the date the financial statements were issued.
  In June
2009, the FASB issued Accounting Standards Update No. 2009-01, The FASB
Accounting Standards Codification, which establishes the Codification as the
source of authoritative GAAP recognized by the FASB to be applied by
nongovernmental entities. This standard is effective for financial statements
issued for interim and annual periods ending after September 15, 2009. The
adoption of this standard is not expected to have an effect on the Company’s
financial reporting.
  FASB ASC
805 establishes principles and requirements for how an acquirer recognizes and
measures in its financial statements the identifiable assets acquired, the
liabilities assumed, any noncontrolling interest in the acquiree and the
goodwill acquired. This standard also establishes disclosure requirements to
enable the evaluation of the nature and financial effects of the business
combination. This standard was adopted by the Company beginning October 1, 2009
and will change the accounting for business combinations on a prospective
basis.
  FASB ASC
350-30 and 275-10 amend the factors that should be considered in developing
renewal or extension assumptions used to determine the useful life of a
recognized intangible asset. This standard is effective for financial statements
issued for fiscal years beginning after December 15, 2008, and interim periods
within those fiscal years. Early adoption is prohibited. The Company is
currently evaluating the effect of this statement on its financial position and
results of operations.
  FASB ASC
260-10 provides that unvested share-based payment awards that contain
nonforfeitable rights to dividends or dividend equivalents (whether paid or
unpaid) are participating securities and shall be included in the computation of
earnings per share pursuant to the two-class method. This standard is effective
for financial statements issued for fiscal years beginning after December 15,
2008, and interim periods within those fiscal years. The Company does not
currently have any share-based awards that would qualify as participating
securities. Therefore, application of this standard is not expected to have an
effect on the Company's financial reporting.
  FASB ASC
470-20 will be effective for financial statements issued for fiscal years
beginning after December 15, 2008. The standard includes guidance that
convertible debt instruments that may be settled in cash upon conversion should
be separated between the liability and equity components, with each component
being accounted for in a manner that will reflect the entity's nonconvertible
debt borrowing rate when interest costs are recognized in subsequent periods.
This standard is currently not applicable to the Company since the Company does
not have any convertible debt that may be settled for cash upon
conversion.
  FASB ASC
815-10 and 815-40 are effective for financial statements for fiscal years
beginning after December 15, 2008, and interim periods within those fiscal
years. The standard addresses the determination of whether an instrument (or an
embedded feature) is indexed to an entity’s own stock, which is the first part
of the scope exception for the purpose of determining whether the instrument is
classified as an equity instrument or accounted for as a derivative instrument
which would be recognized either as an asset or liability and measured at fair
value. The standard shall be applied to outstanding instruments as of the
beginning of the fiscal year in which this standard is initially applied. Any
debt discount that was recognized when the conversion option was initially
bifurcated from the convertible debt instrument shall continue to be amortized.
The cumulative effect of the change in accounting principles shall be recognized
as an adjustment to the opening balance of retained earnings. The Company
adopted this standard as of January 1, 2009, and was not required to reclassify
any of its warrants as liabilities.
  26
  As of
September 30, 2009, the FASB has issued Accounting Standards Updates (ASU)
through No. 2009-12. None of the ASUs have had an impact on the Company’s
financial statements.
 
 Recently
Issued Accounting Pronouncements Not Yet Adopted
  In
January, 2010, the FASB issued ASUs No. 2010-01 through 2010-07. In February,
2010, the FASB issued ASU No. 2009-08 through 2010-10. In March, 2010, the FASB
issued ASU 2010-11. The Company is currently evaluating the effect of these
standards updates on its financial position and results of
operations.
  
 Results
of Operations:
 
 Because
the merger of the Company with Equisol was accounted for as a reverse merger for
accounting purposes, the unaudited comparative consolidated financial statements
reflect the results of operations of Equisol prior to the merger on December 7,
2009.
 
 For
the Fiscal Years Ended December 31, 2009 Versus December 31, 2008
  For the
fiscal year ended December 31, 2009, the Company recorded $3,654,000 in sales
and cost of sales of $2,929,000. This is in comparison to total sales of
$6,073,000 and cost of sales of $4,256,000 for fiscal year ended December 31,
2008. The Company’s discontinued operation recorded sales of $1,600,000 in 2009
and $1,937,000 in fiscal 2008. Gross profit for fiscal 2009 was $724,647 or 20%,
a decrease of $1,092,000 compared to the gross profit in fiscal 2008 of
$1,816,847 or 30%.  This decrease in sales and gross profit in fiscal
2009 resulted primarily from general economic conditions and the Company's
limited ability to generate profitable sales.
 
 Selling,
general and administrative expenses decreased from $1,729,000 in fiscal 2008 to
$1,132,000 in fiscal 2009.  Cost containment measures in the areas of
reduced headcount, marketing and general overhead lowered expenses by $597,000
or 35%.  This decrease in selling, general and administrative expenses was
offset by a $7,373,000 charge for impairment of goodwill, which resulted from
accounting for the merger of Equisol and the Company as a reverse merger.
Because the Company, prior to the merger, had a significant stockholder’s
deficit and had sustained operating losses for several years, the goodwill
resulting from the reverse merger was considered by management to be
impaired.
 
 Other
expense increased from $124,000 in fiscal 2008 to $182,000 in fiscal
2009.  This increase of $58,000 or 46% was due to the increase in
interest expense.  This increase in interest expense is directly
related to the Company's increased debt resulting from the reverse merger in
fiscal 2009 coupled.
 
 The
Company’s results of operations swung from net profit of $34,000 in 2008 to a
net loss of $7,946,000 in fiscal 2009. This decrease was attributable to the
reduction of gross profit and increases in interest expenses as well as charges
for goodwill impairment offset by a decrease in general and administrative
expenses as described above.
 
 We will
need to generate significant revenues to achieve profitability, which may not
occur.  We expect our operating expenses to increase as a result of
our plans for growth.  If we do achieve profitability, we may be
unable to sustain or increase profitability on a quarterly or annual basis in
the future. We expect to have quarter-to-quarter fluctuations in revenues,
expenses, losses and cash flow, some of which could be significant. Results of
operations will depend upon numerous factors, some beyond our control, including
regulatory actions, market acceptance of our products and services, new products
and service introductions, and competition.
 
 Liquidity,
Capital Resources and Operations:
 
 Our
liquidity comes from two sources.  Internally, if we increase sales,
we would be able to increase the acquisition of raw materials and increase our
production.  This would in turn increase the short-term liquidity of
the Company.  Externally, we may gain long-term liquidity from the sale of
common stock and from the exercise of warrants by the shareholders from the
recent private placements.
  27
 
 There are
no known trends, events or uncertainties that have or are reasonably likely to
have a material impact on the Company’s short-term or long-term liquidity, other
than the inability to sell our products, or the failure to sell any of future
shares of common stock or the lack of exercise of the warrants by the
shareholders.  Near term the current turmoil in financial markets may
make new fund raising more difficult than in the recent past.
 
 During
the fiscal years ended December 31, 2009, net cash used by operating activities
was $283,000; in fiscal 2008, operating activities provided $114,000. The
Company incurred net losses of $7,946,000 for the fiscal years ended December
31, 2009. Additionally, at December 31, 2009, the Company had a Stockholders’
Deficit of $2,907,000.
 
 These
factors raise substantial doubt about the Company’s ability to continue as a
going concern. The Company anticipates that in order to fulfill its plan of
operations, it will need to seek financing from outside sources.  To this
end, the Company is constantly pursuing private debt and equity sources.
 However, there is no assurance that any future financing, if successful,
will be sufficient to allow the Company to operate profitably or
successfully. It is also the intention of the Company’s management to
improve profitability by significantly increasing sales of its wastewater
treatment services and its patented thermal spray process in fiscal 2010 while
maintaining reasonable levels general and administrative expenses as the company
grows.
 
 Under the
federal securities laws, any offering of securities must be registered unless an
exemption from registration is available, and, with limited exceptions, no
exemption from registration is generally available for a private placement
transaction which is made concurrently with a public offering.  We may be
considered to have commenced a public offering of securities on May 6, 2005,
when we first filed the registration statement on Form SB-2.
 
 In
private placement transactions completed subsequent to the filing of our initial
registration statement, from January 1, 2006 through October 20, 2006 (the
effective date of the registration statement) we sold a total of 563,718 shares
of restricted common stock from which we received gross offering proceeds of
$670,000. These securities were offered and sold in reliance upon claimed
private placement exemptions from registration. As a result, the purchasers of
the shares may have the right to claim that the purchase transactions violated
the federal securities laws. If any of these transactions did violate federal
securities laws, the purchasers in those transactions may have claims against us
for damages or for rescission and recovery of their full subscription price,
plus interest. Although none of the purchasers of these shares has made or
threatened any claim against us alleging violation of federal securities laws,
in the event the purchasers of these securities successfully asserted claims for
rescission it would have a substantial adverse effect on our business and on our
ability to continue to operate. We may not have sufficient funds available to
pay such claims, and there is no assurance that we would be able to obtain funds
from other sources.  In that event, we may be forced to cease operations
and liquidate our available assets to pay our liabilities, including, but not
limited to, the rescission claims.
 
 In
connection with the acquisition of Equisol, LLC, the Company raised $705,000 in
a private placement. These funds were used to pay for costs of the acquisition
and outstanding and overdue payables.
 
 
 Inflation:
 
 The
amounts presented in the financial statements do not provide for the effect of
inflation on the Company’s operations or its financial position. Amounts shown
for machinery, equipment and leasehold improvements and for costs and expenses
reflect historical cost and do not necessarily represent replacement cost. The
net operating losses shown would be greater than reported if the effects of
inflation were reflected either by charging operations with amounts that
represent replacement costs or by using other inflation
adjustments.
 
 Off-Balance
Sheet Arrangements
 
 We do not
have any off-balance sheet arrangements that have or are reasonably likely to
have a current or future effect on our financial condition, changes in financial
condition, revenues or expenses, results of operations, liquidity, capital
expenditures or capital resources that are material to investors.
 
 28
 
 Item
8.FINANCIAL
STATEMENTS
 
 Index To
Unaudited Financial Statements
 
 Unaudited
      Consolidated Balance Sheets as of December 31, 2009 and
    2008
                F-3Unaudited
      Consolidated Statements of Operations for the years endedDecember
      31, 2009 and 2008
                F-4Unaudited
      Consolidated Statements of Changes in Stockholders’ Equity(Deficit)
      for the years ended December 31, 2009 and 2008
                F-5Unaudited
      Consolidated Statements of Cash Flows for the years endedDecember
      31, 2009 and 2008
                F-7Notes
      to Unaudited Consolidated Financial Statements
                F-8
  Rules
3-01 and 3-02 of Regulation S-X require that financial statements included in
annual reports on Form 10-K be audited by an independent registered public
accountant using professional standards and procedures for conducting such
reviews, as established by the generally accepted auditing standards, as may be
modified or supplemented by the Securities and Exchange Commission
("SEC").  The Company's registered public accounting firm, Michael T.
Studer, CPA, P.C. advised the Company that it was unable to provide a report on
its audit of the Company's consolidated financial statements for the years ended
December 31, 2008 and 2009, as required by Rules 3-01 and 3-02 of Regulation
S-X, because of a lack of available resources. These financial statements have
not previously been audited. Once this matter has been resolved, the Company
intends to file an amended annual report on Form 10-K for the year ended
December 31, 2009.
  29
  Environmental
Infrastructure Holdings Corp
 Unaudited
Consolidated Balance Sheets
 As
of December 31, 2009 and 2008
 2009
                  
                  
                  2008ASSETSCurrent
      AssetsCash
      and cash equivalents
                  
                  
                  245,780
                  
                  
                  
                  19,612Accounts
      Receivable, net of allowance for doubtful accounts
                  
                  
                  760,811
                  
                  
                  
                  830,042Inventory
                  
                  
                  351,488
                  
                  
                  
                  161,413Prepaid
      expenses
                  
                  
                  30,465
                  
                  
                  
                  -Other
      current assets
                  
                  
                  2,000
                  
                  
                  
                  -Total
      Current Assets
                  
                  
                  1,390,544
                  
                  
                  
                  1,011,067Fixed
      Assets, net of accumulated depreciation
                  
                  
                  176,854
                  
                  
                  
                  23,885Assets
      of discontinued operations held for sale
                  
                  
                  
                  510,472Other
      AssetsIntangible
      assets, net of amortization and valuation reserve
                  
                  
                  294,649
                  
                  
                  
                  342,435Retainage
      receivable
                  
                  
                  51,851
                  
                  
                  
                  -Security
      deposits
                  
                  
                  11,445
                  
                  
                  
                  -Total
      Other Assets
                  
                  
                  357,945
                  
                  
                  
                  342,435Total
      Assets
                  
                  
                  1,925,343
                  
                  
                  
                  1,887,859LIABILITIES
      AND STOCKHOLDERS' DEFICITCurrent
      LiabilitiesAccounts
      payable
                  
                  
                  899,825
                  
                  
                  
                  442,501Line
      of credit
                  
                  
                  525,058
                  
                  
                  
                  515,816Accrued
      expenses
                  
                  
                  297,415
                  
                  
                  
                  12,056Accrued
      compensation
                  
                  
                  150,000
                  
                  
                  
                  -Accrued
      interest
                  
                  
                  480,399
                  
                  
                  
                  111,663Notes
      payable, net of discount
                  
                  
                  2,194,528
                  
                  
                  
                  362,324Total
      Current Liabilities
                  
                  
                  4,547,225
                  
                  
                  
                  1,444,360LIABILITIES
      OF DISCONTINUED OPERATION HELD FOR SALE
                  
                  
                  
                  329,679LONG
      TERM LIABILITES
                  
                  
                  285,066
                  
                  
                  
                  288,175COMMITMENTS
      AND CONTINGENCIESSTOCKHOLDERS'
      DEFICITCommon
      stock (50,000,000 shares authorized, 41,811,100
    outstanding)
                  
                  
                  4,181
                  
                  
                  
                  1,856Additional
      paid in capital
                  
                  
                  5,816,781
                  
                  
                  
                  303,987Retained
      earnings
                  
                  
                  (8,727,911
                  )
                  
                  
                  (480,198
                  )Total
      Company Deficit
                  
                  
                  
                  
                  
                  
                  (176,211
                  )Noncontrolling
      interest
                  
                  
                  
                  
                  
                  
                  -Total
      Stockholders' Deficit
                  
                  
                  (2,906,948
                  )
                  
                  
                  (174,355
                  )Total
      Liabilities and Stockholder's Deficit
                  
                  
                  1,925,343
                  
                  
                  
                  1,887,859
 
 30
  Environmental
Infrastructure Holdings Corp Consolidated
Statements of Operations For
the Years Ended December 31,
 2009
                  
                  
                  2008Revenues
                  
                  
                  3,654,043
                  
                  
                  
                  6,073,439Cost
      of Revenues
                  
                  
                  2,929,396
                  
                  
                  
                  4,256,592Gross
      Profit
                  
                  
                  724,647
                  
                  
                  
                  1,816,84720
                  %
                  
                  
                  30
                  %Operating
      ExpensesSelling,
      General & Administrative Expenses
                  
                  
                  1,131,694
                  
                  
                  
                  1,729,447Impairment
      of goodwill
                  
                  
                  7,372,762Operating
      Income (Loss)
                  
                  
                  (7,779,809
                  )
                  
                  
                  87,400Other
      Income (Expense)Interest
      Income
                  
                  
                  233
                  
                  
                  
                  438Interest
      Expense
                  
                  
                  (182,147
                  )
                  
                  
                  (124,186
                  )Income
      (loss) from Continuing Operations before Income Tax Provision and Minority
      Interests
                  
                  
                  (7,961,723
                  )
                  
                  
                  (36,348
                  )Income
      tax provision
                  
                  
                  9,267
                  
                  
                  
                  17,009Income
      from Continuing Operations
                  
                  
                  (7,970,990
                  )
                  
                  
                  (53,357
                  )Income
      from Discontinued Operations, net of tax
                  
                  
                  25,236
                  
                  
                  
                  87,309Net
      Income (loss)
                  
                  
                  (7,945,754
                  )
                  
                  
                  33,952
 
 31
 Environmental Infrastructure Holdings
Corp
 Unaudited Statements of Stockholders'
Equity For the Years Ended December 31, 2009
and 2008
 Common
Stock
                    
                    
                    
                    
                    
                    
                    
                    
                    TotalNumber of
      Shares
                    
                    
                    Par
                      Value
                    
                    
                    AdditionalPaid In Capital
                    
                    
                    RetainedEarnings
                    
                    
                    Stockholders'EquityBalance, December 31, 2007,
      retroactively restated for reverse merger
                    
                    
                    18,563,693
                    
                    
                    
                    1,856
                    
                    
                    
                    145,348
                    
                    
                    
                    (384,655
                    )
                    
                    
                    (237,451
                    )Conversion of Convertible Note to
      Equity in December, 2008
                    
                    
                    
                    
                    
                    
                    
                    
                    
                    
                    158,639
                    
                    
                    
                    
                    
                    
                    
                    158,639Distributions to
      shareholders
                    
                    
                    
                    
                    
                    
                    
                    
                    
                    
                    
                    
                    
                    
                    (129,495
                    )
                    
                    
                    (129,495
                    )Net income for year ended December
      31, 2008
                    
                    
                    
                    
                    
                    
                    
                    
                    
                    
                    
                    
                    
                    
                    33,952
                    
                    
                    
                    33,952Balance, December 31,
      2008
                    
                    
                    18,563,693
                    
                    
                    
                    1,856
                    
                    
                    
                    303,987
                    
                    
                    
                    (480,198
                    )
                    
                    
                    (174,355
                    )Conversion of Convertible Note to
      Equity in January, 2009
                    
                    
                    
                    
                    
                    
                    
                    
                    
                    
                    66,269
                    
                    
                    
                    
                    
                    
                    
                    66,269Conversion of Convertible Note to
      Equity in December, 2009
                    
                    
                    
                    
                    
                    
                    
                    
                    
                    
                    564,530
                    
                    
                    
                    
                    
                    
                    
                    564,530Distributions to
      shareholders
                    
                    
                    
                    
                    
                    
                    
                    
                    
                    
                    
                    
                    
                    
                    (167,437
                    )
                    
                    
                    (167,437
                    )Spinoff of subsidiary to
      shareholders in December, 2009
                    
                    
                    
                    
                    
                    
                    
                    
                    
                    
                    
                    
                    
                    
                    (121,166
                    )
                    
                    
                    (121,166
                    )(13,356
                    )
                    
                    
                    (13,356
                    )Issuance of shares in reverse
      merger
                    
                    
                    23,247,407
                    
                    
                    
                    2,325
                    
                    
                    
                    4,881,995
                    
                    
                    
                    
                    
                    
                    
                    4,884,320Net loss for year ended December
      31, 2009
                    
                    
                    
                    
                    
                    
                    
                    
                    
                    
                    
                    
                    
                    
                    (7,945,754
                    )
                    
                    
                    (7,945,754
                    )Balance, December 31,
      2009
                    
                    
                    41,811,100
                    
                    
                    
                    4,181
                    
                    
                    
                    5,816,781
                    
                    
                    
                    (8,727,911
                    )
                    
                    
                    (2,906,949
                    )
  32
  Environmental
Infrastructure Holdings Corp
 Unaudited
Consolidated Statements of Cash Flow For
the Years Ended December 31,
 2009
                  
                  
                  2008Cash
      Flow from Operating ActivitiesNet
      income (loss)
                  
                  
                  (7,945,754
                  )
                  
                  
                  33,952Adjustments
      to reconcile net loss to cash used in operating activitiesDepreciation
      and amortization
                  
                  
                  15,494
                  
                  
                  
                  21,236Impairment
      of goodwill
                  
                  
                  7,425,066Amortization
      of debt discount
                  
                  
                  29,111
                  
                  
                  
                  5,493Net
      change in assets and liabilitiesAccounts
      Receivable
                  
                  
                  197,470
                  
                  
                  
                  469,979Inventory
                  
                  
                  (11,491
                  )
                  
                  
                  (3,408
                  )Prepaid
      expenses
                  
                  
                  (9,903
                  )Assets
      and liabilities held for sale
                  
                  
                  -
                  
                  
                  
                  (146,723
                  )Other
      assets
                  
                  
                  
                  
                  
                  
                  4,666Accounts
      payable
                  
                  
                  40,542
                  
                  
                  
                  (313,093
                  )Accrued
      expenses
                  
                  
                  (23,343
                  )
                  
                  
                  41,980Net
      cash provided (used) in operating activities
                  
                  
                  (282,808
                  )
                  
                  
                  114,082Cash
      Flow from Investing ActivitiesReverse
      acquisition
                  
                  
                  79,033Payments
      to acquire patents
                  
                  
                  (2,118
                  )Capital
      expenditures
                  
                  
                  (1,200
                  )
                  
                  
                  (11,754
                  )Net
      cash provided (used) in investing activities
                  
                  
                  75,715
                  
                  
                  
                  (11,754
                  )Cash
      Flow from Financing ActivitiesConversion
      of convertible notes payable to equity
                  
                  
                  66,269Spinoff
      of subsidiary to members
                  
                  
                  (121,166
                  )Distributions
      to members
                  
                  
                  (162,904
                  )
                  
                  
                  (96,238
                  )Net
      proceeds from (payments to) line of credit
                  
                  
                  9,242
                  
                  
                  
                  56,111Net
      proceeds from notes payable
                  
                  
                  62,020
                  
                  
                  
                  (41,983
                  )Proceeds
      from private offering of stock subscription
                  
                  
                  579,799Net
      cash provided (used) in financing activities
                  
                  
                  433,260
                  
                  
                  
                  (82,110
                  )Increase
      (decrease) in cash and cash equivalents
                  
                  
                  226,168
                  
                  
                  
                  20,218Cash
      and cash equivalents, beginning of period
                  
                  
                  19,612
                  
                  
                  
                  (606
                  )Cash
      and cash equivalents, end of period
                  
                  
                  245,780
                  
                  
                  
                  19,612
  33
  ENVIRONMENTAL
INFRASTRUCTURE HOLDINGS CORP.
 NOTES
TO UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS
 For The
Years Ended December 31, 2009 and 2008
 
 1)
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
 
 ENTITY
AND ORGANIZATION
 
 Environmental
Infrastructure Holdings Corp (“EIHC”, or the “Company”), was incorporated in
Delaware on November 5, 2009. The Company was formed to be the holding company
of XIOM Corp. and its subsidiaries.  See “Reorganization”
below.  The Company is the successor issuer of XIOM for purposes of
the Securities Act of 1933, as amended, and the filings made by XIOM
thereunder.  Pursuant to Rule 12g-3(a) promulgated under the
Securities Exchange Act of 1934, as amended (the “Act”), the Company is the
successor issuer of XIOM with respect to XIOM Common Shares, which were
registered pursuant to Section 12(g) of the Act. Pursuant to such rule, the
Company Common Shares may be deemed to be registered pursuant to Section 12(g)
of the Act.
 
 Reorganization
 
 On
December 7, 2009, XIOM reorganized its operations into a holding company
structure (the “Reorganization”) whereby XIOM became a direct wholly owned
subsidiary of the Company pursuant to an Agreement and Plan of Merger pursuant
to Section 251(g) of the Delaware General Corporation Law (the “Merger
Agreement”) dated as of December 7, 2009, by and among the Company, XIOM and
EIHC Merger Co. (“Merger Sub”).
 
 Environmental
Infrastructure Holdings Corp. (“EIHC or “the Company”) was incorporated as
Equisol, LLC on January, 2004. In December 2009, Equisol was acquired by EIHC,
which was the product of a reorganization as a holding company structure whereby
the operating company XIOM Corp. became a direct wholly owned subsidiary of the
Company and the Company changed its name to Environmental Infrastructure
Holdings Corp. EIHC issued 18,563,693 shares to the owners of Equisol, LLC and
committed to issue 7,751,609 additional shares so that the owners of Equisol,
LLC would own 40% of the fully diluted shares of EIHC. Because outstanding
shares were 23,247,407 at the time of the acquisition, the sellers received the
equivalent of 53% of the outstanding shares of EIHC. In addition, the most of
the board members and management of EIHC resigned at the time of the
acquisition. Accordingly, the acquisition was accounted for as a reverse merger
of EIHC into Equisol. Results of operations prior to the merger presented in
these financial statements are those of Equisol, LLC. Equisol’s equity prior to
the merger has been retroactively restated for the equivalent number of shares
received in the merger. As part of the merger agreement, Equisol spun off to its
members a wholly-owned subsidiary as of December 7, 2009. As a result, this
subsidiary has been accounted for as a discontinued operation in the comparative
financial statements. Also, in connection with the merger, the Company’s fiscal
year end was changed from September 30th to December 31st.
 
 USE
OF ESTIMATES
 
 The
preparation of financial statements in conformity with generally accepted
accounting principles requires management to make estimates and assumptions that
affect the reported amounts of assets and liabilities and disclosure of
contingent assets and liabilities at the date of the financial statements and
the reported amounts of revenues and expenses during the reporting period.
Actual results could differ from those estimates.
 
 REVENUE
RECOGNITION
 
 Revenue
from product sales is recognized when all of the following criteria are met: (1)
persuasive evidence of an arrangement exists, (2) the price is fixed or
determinable, (3) collectibility is reasonably assured, and (4) delivery has
occurred. Persuasive evidence of an arrangement and fixed price criteria are
satisfied through sales orders. Collectibility criteria is satisfied through
credit approvals. Delivery criteria is satisfied when the products are shipped
to a customer and title, and risk of loss, pass to the customer in accordance
with the terms of sale. The Company has no obligation to accept the return of
products sold other than for replacement of damaged products. Other than
quantity price discounts negotiated with customers prior to billing and delivery
(which are reflected as a reduction in sales), the Company does not offer any
sales incentives or other rebate arrangements to customers
  34
 
 Revenues
from long-term contracts are recognized on the percentage-of-completion method,
measured by the percentage of actual cost incurred to date, to the estimated
total cost for each contract. Estimated costs and revenues are based upon
engineering estimates of the work performed to date relative to the total work
required under the contract.  Changes in contract estimates which
result in changes in estimated profit are applied to the cumulative work
accomplished on the project.  The re-calculated grossprofit on the contract
is applied to the revenues recorded to date for the entire life of the contract
and the resulting income or loss is recorded in the current period.
 
 CASH
AND CASH EQUIVALENTS
 
 For the
purpose of financial statement presentation, the Company includes cash on
deposit, money market funds, amounts held by brokers in cash accounts and funds
temporarily held in escrow to be cash equivalents.
 
 ACCOUNTS
RECEIVABLE
 
 Accounts
receivable have been adjusted for all known uncollectible contracts and customer
accounts. An allowance for doubtful contracts has been provided based on such
analysis.
 
 INVENTORY
 
 Inventory
consists primarily of various parts, materials and supplies utilized in the
assembly and the operation water treatment systems and thermal spray coating
systems and is valued at the lower of cost (first-in, first-out) or
market.
 
 PROPERTY,
EQUIPMENT AND DEPRECIATION
 
 Property
and equipment is stated at cost. Major expenditures for property and those that
substantially increase useful lives, are capitalized. Maintenance, repairs, and
minor renewals are expensed as incurred. When assets are retired or otherwise
disposed of, their costs and related accumulated depreciation are removed from
the accounts and resulting gains or losses are included in income. Depreciation
is provided by utilizing the straight-line method over the estimated useful
lives of the assets.
 
 EQUITY
INVESTMENTS
 
 Equity
investments of 20% to 50% ownership are accounted for using the Equity Method of
accounting. Equity investments of less than 20% ownership are accounted for
using the Cost Method of accounting and equity investments of greater than 50%
ownership are consolidated with the financials of the Company, as
appropriate.
 
 EARNINGS
(LOSS) PER SHARE
 
 The
Company follows Financial Accounting Standards Board Accounting Standards
Compilation (“ASC”) topic 260, “Earnings per Share”, which requires presentation
of basic earnings per share (“Basic EPS”) and diluted earnings per share
(“Diluted EPS”) by all publicly traded entities, as well as entities that have
made a filing or are in the process of filing with a regulatory agency in
preparation for the sale of securities in a public market.
 
 Basic EPS
is computed by dividing net income or loss available to common shareholders by
the weighted average number of common shares outstanding during the period. The
computation of Diluted EPS gives effect to all potentially dilutive common
shares during the period. The computation of Diluted EPS does not assume
conversion, exercise or contingent exercise of securities that would have an
antidilutive effect on earnings.
 
 INCOME
TAXES
 
 The
Company records the tax effects of all transactions that have been reported in
its financial statements. This includes tax effects that are taxable or
deductible in the current reporting period, as well as tax effects that will
lead to taxable income or tax deductions in future periods. Income taxes are
accounted for using the asset/liability method. At each balance-sheet date, a
current tax asset or liability is recorded, representing income taxes currently
refundable or payable. Deferred tax assets and liabilities are also recorded,
representing the tax effects of temporary book-tax differences, which will
become payable or refundable in future periods. Deferred tax assets arise
principally from net operating losses and capital losses available for
carryforward against future years’ taxable income.Under the asset/liability
method, the income tax provision is the result of the change in these current
and deferred tax accounts from period to period, plus or minus tax payments made
or refunds received during the year. A valuation allowance is recognized against
deferred tax assets if, based on the weight of available evidence, it is more
likely than not (i.e., greater than 50% probability) that some portion or all of
the deferred tax asset will not berealized.
  35
 
 FOREIGN
CURRENCY TRANSLATION
 
 For any
future foreign subsidiaries, where the functional currency is other than the
U.S. Dollar, revenue and expense accounts will be translated at the average
rates during the period, and the balance sheet items will be translated at
period end rates. Translation adjustments arising from the use of differing
exchange rates from period to period will be included as a component of
Stockholders’ Equity. Gains and losses from foreign currency transactions are
included in Net Income. In the years ended December 31, 2009 and 2008, all
foreign sales were transacted in U.S. dollars.
 
 SHARE
BASED PAYMENTS
 
 Share
based payments are made primarily to employees, outside consultants and other
professional service providers, from time to time, subject to current cash flow
conditions and at the discretion of the Board of Directors. The compensation
cost is determined based on the estimated fair value of the shares at the
measurement date, which is the earlier of (a) the date at which a commitment for
performance by the counterparty to earn the shares is reached (generally the
contract date),or (b) the date at which the counterparty’s performance is
complete. These compensation costs are capitalized as prepaid expenses and
expensed over the remaining term of the respective contracts.
 
 Common
stock options granted to employees may be issued for past services from time to
time, or for future service, at the discretion of the Board of Directors, and
the value of each such option is recorded as compensation expense as of the
grant date. The related excess tax benefit received upon the exercise of stock
options has not been recognized because, in the opinion of management, it is
more likely than not, that such tax benefit will not be utilized in the future.
In addition, the Company may issue restricted stock, which vests either
immediately or over a future service period.
 
 RECLASSIFICATIONS
 
 Certain
accounts in the prior-year financial statements have been reclassified for
comparative purposes to conform to the presentation in the current-year
financial statements.
 
 RECENTLY
ISSUED ACCOUNTING PRONOUNCEMENTS
 
 Recently
Adopted Accounting Pronouncements
  FASB ASC
820-10 establishes a framework for measuring fair value and expands disclosures
about fair value measurements. The changes to current practice resulting from
the application of this standard relate to the definition of fair value, the
methods used to measure fair value, and the expanded disclosures about fair
value measurements. This standard is effective for fiscal years beginning after
November 15, 2007; however, it provides a one-year deferral of the effective
date for non-financial assets and non-financial liabilities, except those that
are recognized or disclosed in the financial statements at fair value at least
annually. The Company adopted this standard for financial assets and financial
liabilities and nonfinancial assets and nonfinancial liabilities disclosed or
recognized at fair value on a recurring basis (at least annually) as of October
1, 2008. The Company adopted the standard for nonfinancial assets and
nonfinancial liabilities on October 1, 2009. The adoption of this standard in
each period did not have a material impact on its financial
statements.
  36
  FASB ASC
810-10 requires all entities to report noncontrolling (minority) interests in
subsidiaries as equity in the consolidated financial statements. The standard
establishes a single method of accounting for changes in a parent’s ownership
interest in a subsidiary that does not result in deconsolidation and expands
disclosures in the consolidated financial statements. This standard is effective
for fiscal years beginning after December 15, 2008 and interim periods within
those fiscal years.  This standard is not currently applicable to the
Company because the Company does not have any non-controlling minority
interests.
  FASB ASC
815-10 is effective January 1, 2009. This standard requires enhanced disclosures
about derivative instruments and hedging activities to allow for a better
understanding of their effects on an entity’s financial position, financial
performance, and cash flows. Among other things, this standard requires
disclosures of the fair values of derivative instruments and associated gains
and losses in a tabular formant. This standard is not currently applicable to
the Company since the Company does not have derivative instruments or hedging
activity.
  FASB ASC
825-10 requires disclosures about the fair value of financial instruments for
interim reporting periods. This standard is effective for interim reporting
periods ending after June 15, 2009. The adoption of this standard did not have a
material impact on the Company’s financial statements.
  FASB ASC
820-10 provides additional guidance for Fair Value Measurements when the volume
and level of activity for the asset or liability has significantly decreased.
This standard is effective for interim and annual reporting periods ending after
June 15, 2009. The adoption of this standard did not have a material effect on
its financial statements.
  FASB ASC
320-10 amends the other-than-temporary impairment guidance for debt and equity
securities. This standard is effective for interim and annual reporting periods
ending after June 15, 2009. The adoption of this standard did not have a
material effect on its financial statements.
  FASB ASC
855-10 is effective for interim or annual financial periods ending after June
15, 2009 and establishes general standards of accounting and disclosure of
events that occur after the balance sheet but before financial statements are
issued or are available to be issued. However, since the Company is a public
entity, management is required to evaluate subsequent events through the date
that financial statements are issued and disclose the date through which
subsequent events have been evaluated, as well as the date the financial
statements were issued. This standard was adopted for its interim period ending
June 30, 2009. Subsequent events have been evaluated through November 16, 2009
the date the financial statements were issued.
  In June
2009, the FASB issued Accounting Standards Update No. 2009-01, The FASB
Accounting Standards Codification, which establishes the Codification as the
source of authoritative GAAP recognized by the FASB to be applied by
nongovernmental entities. This standard is effective for financial statements
issued for interim and annual periods ending after September 15, 2009. The
adoption of this standard is not expected to have an effect on the Company’s
financial reporting.
  FASB ASC
805 establishes principles and requirements for how an acquirer recognizes and
measures in its financial statements the identifiable assets acquired, the
liabilities assumed, any noncontrolling interest in the acquiree and the
goodwill acquired. This standard also establishes disclosure requirements to
enable the evaluation of the nature and financial effects of the business
combination. This standard was adopted by the Company beginning October 1, 2009
and will change the accounting for business combinations on a prospective
basis.
  FASB ASC
350-30 and 275-10 amend the factors that should be considered in developing
renewal or extension assumptions used to determine the useful life of a
recognized intangible asset. This standard is effective for financial statements
issued for fiscal years beginning after December 15, 2008, and interim periods
within those fiscal years. Early adoption is prohibited. The Company is
currently evaluating the effect of this statement on its financial position and
results of operations.
  FASB ASC
260-10 provides that unvested share-based payment awards that contain
nonforfeitable rights to dividends or dividend equivalents (whether paid or
unpaid) are participating securities and shall be included in the computation of
earnings per share pursuant to the two-class method. This standard is effective
for financial statements issued for fiscal years beginning after December 15,
2008, and interim periods within those fiscal years. The Company does not
currently have any share-based awards that would qualify as participating
securities. Therefore, application of this standard is not expected to have an
effect on the Company's financial reporting.
  37
  FASB ASC
470-20 will be effective for financial statements issued for fiscal years
beginning after December 15, 2008. The standard includes guidance that
convertible debt instruments that may be settled in cash upon conversion should
be separated between the liability and equity components, with each component
being accounted for in a manner that will reflect the entity's nonconvertible
debt borrowing rate when interest costs are recognized in subsequent periods.
This standard is currently not applicable to the Company since the Company does
not have any convertible debt that may be settled for cash upon
conversion.
  FASB ASC
815-10 and 815-40 are effective for financial statements for fiscal years
beginning after December 15, 2008, and interim periods within those fiscal
years. The standard addresses the determination of whether an instrument (or an
embedded feature) is indexed to an entity’s own stock, which is the first part
of the scope exception for the purpose of determining whether the instrument is
classified as an equity instrument or accounted for as a derivative instrument
which would be recognized either as an asset or liability and measured at fair
value. The standard shall be applied to outstanding instruments as of the
beginning of the fiscal year in which this standard is initially applied. Any
debt discount that was recognized when the conversion option was initially
bifurcated from the convertible debt instrument shall continue to be amortized.
The cumulative effect of the change in accounting principles shall be recognized
as an adjustment to the opening balance of retained earnings. The Company
adopted this standard as of January 1, 2009, and was not required to reclassify
any of its warrants as liabilities.
  As of
December 31, 2009, the FASB has issued Accounting Standards Updates (ASU)
through No. 2009-17. None of the ASUs have had an impact on the Company’s
financial statements.
  Recently
Issued Accounting Pronouncements Not Yet Adopted
  In
January, 2010, the FASB issued ASUs No. 2010-01 through 2010-07. In February,
2010, the FASB issued ASU No. 2009-08 through 2010-10. In March, 2010, the FASB
issued ASU 2010-11. The Company is currently evaluating the effect of these
standards updates on its financial position and results of
operations.
  2)
INVENTORY
   Inventory
consisted of the following as of December 31, 2009 and 2008:
 
 2009
                    
                    
                    2008Parts
      and supplies
                    
                    
                    267,775
                    
                    
                    
                    161,413Coating
      powders
                    
                    
                    77,204
                    
                    
                    
                    -Finished
      goods
                    
                    
                    6,509
                    
                    
                    
                    -Total
      Inventory
                    
                    
                    351,488
                    
                    
                    
                    161,413
 The
Company has determined that a reserve for obsolete, or slow moving, inventory is
not required because the assembly of the spray system and the blending of
powders is done based on actual sales orders and not for stock.
 
 The
Finished Goods inventory at the respective balance sheet dates represents
completed systems and blended powders related to specific sales orders that were
shipped subsequent to the balance sheet dates.
 
 3)
FIXED ASSETS
  Fixed
assets consisted of the following as of December 31, 2009 and 2008:
  38
 
 2009
                  
                  
                  2008UsefulLife
      -Years
                  
                  
                  Consolidated
                  
                  
                  EquisolMachinery
      and equipment
                  
                  
                  5-10
                  
                  
                  
                  181,596
                  
                  
                  
                  62,869Vehicles
                  
                  
                  3-5
                  
                  
                  
                  56,998
                  
                  
                  
                  64,496Office
      Equipment
                  
                  
                  3-5
                  
                  
                  
                  24,642Furniture
      and Fixtures
                  
                  
                  5-7
                  
                  
                  
                  17,952
                  
                  
                  
                  5,522Computer
      Software
                  
                  
                  5-7
                  
                  
                  
                  27,861Leasehold
      improvements
                  
                  
                  5-31.5
                  
                  
                  
                  112,455421,504
                  
                  
                  
                  132,887Less
      accumulated depreciation and amortization
                  
                  
                  
                  
                  
                  
                  (244,650
                  )
                  
                  
                  (54,501
                  )Net
      property and equipment
                  
                  
                  
                  
                  
                  
                  176,854
                  
                  
                  
                  78,386
 
 Fixed
asset depreciation and amortization for the years ended December 31, 2009 and
2008 was $15,454 and $21,236, respectively.
 
 4)
INTANGIBLE ASSETS
  Intangible
assets consisted of the following as of December 31, 2009 and 2008:
  2009
                
                
                2008Goodwill
                
                
                286,798
                
                
                
                342,525Patents
      pending related to the low temperature, low speed, thermal spray gun,
      control unit and powder feeder;
                
                
                7,851
                
                
                
                -Retainage
      receivable
                
                51,851
                
                
                -Security
      deposits
                
                
                11,445
                
                
                
                -Intangible
      Assets
                
                $
                357,945
                
                
                $
                342,525
 
 The
patents pending and technology acquired are amortized using the straight-line
method over their estimated economic life of seventeen (17) years.
 
 During
fiscal 2009 and earlier, the Company applied for, and received, additional
domestic and overseas patents pending for the thermal spray technology and
process related to the low temperature, low speed, thermal spray gun, modular
control unit and material powder feeder. Legal fees and expenses incurred to
obtain these patents totaled $7,851 in fiscal 2009.
 
 
 5)
RETAINAGE RECEIVABLE
 
 Retainage
receivable represents the cumulative amount held-back from each
percentage-of-completion billing pursuant to long-term contracts. Such amounts
will be paid to the Company upon the completion of each contract and final
customer approval..
  39
 
 6)
ACCRUED COMPENSATION
 
 Accrued
Compensation represents compensation that had been accrued for each of the two
former officers of the Company and recognized as a liability in the
acquisition.
  7)
NOTES PAYABLE
 
 Short-term
Notes Payable consisted of the following as of December 31, 2009 and
2008:
 
 2009
                    
                    
                    2008Convertible
      notes due June 2007 through October 2010, net of unamortized discounts of
      $5,332 and $11,881 as of December 31,  2009 and 2008,
      respectively
                    
                    $
                    269,859
                    
                    
                    $
                    308,304Convertible
      notes due December 2009 through February2010
      with face values totaling $450,000 net of unamortized discounts totaling
      $8,184 as December 31, 2009
                    
                    
                    441,816Convertible
      note due March 2010 with a face value of $500,000
                    
                    
                    500,000Convertible
      notes due April 2012 with face values totaling $940,000
                    
                    
                    940,000Auto
      finance loans, due 2009 through 2010
                    
                    
                    1,726
                    
                    
                    
                    10,855Premium
      finance notes, due 2010
                    
                    
                    8,707Current
      portion of long-term debt
                    
                    
                    32,400
                    
                    
                    
                    43,165Total
                    
                    $
                    2,194,508
                    
                    
                    $
                    362,324
  Long-term
notes payable consisted of the following at December 31, 2009 and
2008:
 
 2009
                  
                  
                  2008SBA
      loan due 2016, interest payable at prime plus 2.75%
                  
                  $
                  255,775
                  
                  
                  $
                  288,175
 
 8)
SALES TO MAJOR CUSTOMERS AND BY CUSTOMER GEOGRAPHIC AREA
  For the
fiscal year ended December 31, 2009, the Company had 2 major customers
which accounted for 21% of total sales. These customers represented 8% of trade
accounts receivable as of December 31, 2009. No customer accounted for more than
10% of sales in 2008.
  Substantially
all sales for the years ended December 31, 2009 and 2008 were in the United
States.
 
 9)
COMMITMENTS AND CONTINGENCIES
 
 LEASES
  40
  The
Company leases office, manufacturing and warehouse space pursuant to a various
leases on a month-to-month basis for approximately $9,300 per month. In
addition, the Company leases a training and testing facility adjacent to its
manufacturing  space on a month-to-month basis for $1,300 per month.
Rent expense for fiscal 2009 and 2008 was approximately $xx and $xx,
respectively.
 
 10)
STOCK OPTIONS
 
 In
connection with the merger with Equisol, the Company agreed to honor the stock
options outstanding at September 30, 2009. Those stock options totaled 6,186,500
shares, as follows:
 
 Granted inYear Ended
                
                Number Outstanding
                
                
                Exercise
                
                ExpirationSeptember 30,
                
                and Exercisable
                
                
                Price
                
                Date2006
                
                
                67,500
                
                
                $
                0.25
                
                September
      30, 20102006
                
                
                214,000
                
                
                $
                0.50
                
                February
      28. 20112007
                
                
                350,000
                
                
                $
                0.58
                
                October
      14, 20112007
                
                
                250,000
                
                
                $
                0.42
                
                July
      5, 20122007
                
                
                300,000
                
                
                $
                0.42
                
                August
      14, 20122007
                
                
                30,000
                
                
                $
                1.25
                
                August
      30, 20122008
                
                
                525,000
                
                
                $
                0.50
                
                October
      15, 20122008
                
                
                300,000
                
                
                $
                1.05
                
                February
      19, 20132008
                
                
                500,000
                
                
                $
                0.42
                
                February
      29, 20132009
                
                
                1,500,000
                
                
                $
                0.25
                
                February
      27, 20142009
                
                
                750,000
                
                
                $
                0.50
                
                March
      23, 20142009
                
                
                500,000
                
                
                $
                0.75
                
                March
      23, 20142009
                
                
                900,000
                
                
                $
                0.05
                
                May
      26, 2014Total
                
                
                6,186,500
 
 11)
INCOME TAXES
 
 As of
December 31, 2009, the Company had net operating and capital loss carryforwards
of approximately $6,634,000, which expire at various dates through
2016.
 
 Changes
in the ownership of the Company that have occurred in the past or that could
occur in the future may limit the future utilization of these net operating loss
and capital loss carryforwards pursuant to federal and state tax statutes and
regulations.  The amount of such limitations, if any, have not been
quantified by the Company.
 
 At
December 31, 2009 and 2008, the Company provided a full valuation allowance
against the gross deferred tax asset arising from the net operating and capital
loss carry forwards because, in management’s opinion at this time, it is more
likely than not, such benefits will not be realized during the respective
carryforward periods.
  12)
COMMON STOCK SUBJECT TO RESCISSION RIGHTS
 
 Under the
federal securities laws, any offering of securities must be registered unless an
exemption from registration is available, and, with limited exceptions, no
exemption from registration is generally available for a private placement
transaction which is made concurrently with a public offering. The Company may
be considered to have commenced a public offering of securities on May 6, 2005,
when they first filed their registration statement on Form SB-2.
  41
 
 Subsequent
to that date, from January 1, 2006 through October 20, 2006 (the effective date
of their registration statement), the Company offered and sold 563,718
restricted shares of common stock for a total of $670,399. Although the Company
made these transactions in reliance upon claimed exemptions from registration
that the Company believed were valid, the purchasers may claim that the
transactions violated federal securities laws. If any of these transactions did
violate federal securities laws, the purchasers in those transactions may have
claims against the Company for damages or for rescission of their purchase
transaction and recovery of the full subscription price paid, which would be a
total of $670,399, plus interest.
 
 As of the
date of these financial statements, none of the purchasers has made or
threatened any claim against the Company alleging violation of the federal
securities laws.  In the event the purchasers of these securities
successfully asserted claims for rescission it would have a substantial adverse
effect on the business and on the ability to continue to operate. The Company
may not have sufficient funds available to pay such claims, and there is no
assurance that the Company would be able to obtain such funds either from the
proceeds of any offering, or from other sources. In that event, the Company may
be forced to cease operations and liquidate our available assets to pay our
liabilities, including, but not limited to, the rescission claims.
 
 
 13)
GOING CONCERN
 
 The
accompanying financial statements have been prepared assuming that the Company
will continue as a going concern. As shown in the financial statements as of
December 31, 2009, the Company has a total Stockholders’ Deficit of $2,833,868
and negative working capital. Additionally, the Company incurred a Net Loss of
$7,911,682 for the years ended December 31, 2009.  These factors raise
substantial doubt about the Company’s ability to continue as a going
concern.
 
 The
financial statements do not include any adjustments relating to the
recoverability and classification of recorded assets, or the amounts and
classification of liabilities that might be necessary in the event the Company
cannot continue in existence. The Company will continue seeking to raise money
through a series of equity and debt transactions in 2010.
 
 14)
CHANGE OF FISCAL YEAR
 
 In
connection with the reverse merger for accounting purposes with Equisol, LLC,
the Company changed its fiscal year. The Company previously reported its results
of operations for the year ended September 30, 2009 on Form 10-K filed with the
Securities and Exchange Commission on January 13, 2010.
 
 For the
three months ended December 31, 2009, the legal acquirer had the following
results of operations:
 
 Revenues
                
                $
                118,018Cost
      of Revenues
                
                
                117,438Gross
      Profit
                
                
                580Selling,
      General & Administrative Expenses
                
                
                371,319Loss
      from Operations
                
                
                (370,739
                )Interest
      Expense
                
                
                317,184Net
      Loss
                
                
                (687,923
                )
  15)
SUBSEQUENT EVENT
 
 Nearly
all of the Company’s short-term convertible notes are past their maturity date
and have not been repaid. The Company has received demands for payment from some
of the holders of Xiom’s debt, but does not have the funds to meet the demands
for payment. Negotiations are continuing on the restructuring of the Company’s
debt.
 
 42
  Item 9.CHANGES IN
AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIAL
DISCLOSURE
 
 None.
 
 Item
9A(T).CONTROLS AND PROCEDURES
 
 Disclosure
Controls and Procedures
 
 Management
of the Company is responsible for the preparation and integrity of the
consolidated financial statements appearing in our annual report on
Form 10-K.  The financial statements were prepared in conformity
with generally accepted accounting principles appropriate in the circumstances
and, accordingly, include certain amounts based on our best judgments and
estimates.   Financial information in this annual report on
Form 10-K is consistent with that in the financial
statements.
  Management
of the Company is responsible for establishing and maintaining adequate internal
control over financial reporting as such term is defined in Rules 13a-15(f)
under the Securities Exchange Act of 1934 (“Exchange Act”).  The
Company’s internal control over financial reporting is designed to provide
reasonable assurance regarding the reliability of financial reporting and the
preparation of the consolidated financial statements.  Our internal
control over financial reporting is supported by a program of reviews by
management, written policies and guidelines, careful selection and training of
qualified personnel, and a written Code of Business Conduct adopted by our
Company’s Board of Directors, applicable to all Company Directors and all
officers and employees of our Company and subsidiaries.Our internal control over
financial reporting includes those policies and procedures that:
  ·  pertain
to the maintenance of records that, in reasonable detail, accurately and fairly
reflect the transactions and dispositions of the assets of EIHC;
  ·  provide
reasonable assurance that transactions are recorded as necessary to permit
preparation of financial statements in accordance with U.S. generally accepted
accounting principles, and that receipts and expenditures of EIHC are being made
only in accordance with authorizations of management and directors of EIHC;
and
  ·  provide
reasonable assurance regarding prevention or timely detection of unauthorized
acquisition, use or disposition of EIHC’s assets that could have a material
effect on the financial statements.
 
 
 Because
of its inherent limitations, internal control over financial reporting may not
prevent or detect misstatements and even when determined to be effective, can
only provide reasonable assurance with respect to financial statement
preparation and presentation.  Also, projections of any evaluation of
effectiveness to future periods are subject to the risk that controls may become
inadequate because of changes in conditions, or that the degree of compliance
with the policies or procedures may deteriorate.
  Because
of the lack of available resources and the extent of the work involved in a
first-time audit of the financial statements of the accounting acquirer
(Equisol), the audit of the 2009 financial statements has not been completed and
the unaudited 2009 financial statements included herein have not been audited as
required by the rules of the Securities and Exchange Commission, and the
Company’s Chief Executive Officer and Chief Financial Officer are unable to
certify under rules of the SEC Section 302 of the Sarbanes-Oxley Act of 2002
(“Section 302”) and complete the statement required under 18 U.S.C. sec. 1350
(Section 906 of the Sarbanes-Oxley Act of 2002).
  Management,
including our then principal executive officer and principal financial
officer,  assessed the effectiveness of the Company’s internal control
over financial reporting as of September 30, 2008.  In making this
assessment, management used the criteria set forth by [the Committee of
Sponsoring Organizations of the Treadway Commission (COSO) in Internal Control—Integrated
Framework.  Based on our assessment as further discussed in the
following paragraph, management believes that the Company maintained ineffective
internal control over financial reporting as of September 30, 2008.
  Based on
this evaluation, management and the officers of the company concluded that our
disclosure controls and procedures needed improvement and were ineffective to
ensure that information required to be disclosed by our company in reports that
we file or submit under the Securities Exchange Act of 1934 is recorded,
processed, summarized and reported within the time periods specified in
Commission rules and forms.  Additionally, management and the chief
executive officer/chief financial officer concluded that our company's
disclosure controls and procedures needed improvement to ensure that the
information required to be disclosed by our company in the reports that we file
or submit under the Exchange Act is accumulated and communicated to management
and its chief executive officer/chief financial officer to allow timely
decisions about required disclosure.
  43
 
 As a
result, during the quarter ended December 31, 2008 we instituted additional
levels of review and have retained the services of additional financial
professionals with the requisite background and experience that will coordinate
and be responsible for our disclosure controls and procedures.
 
 Changes
in Internal Controls over Financial Reporting
 
 Our
management, with the participation of our chief executive officer/chief
financial officer, performed an evaluation as to whether any change in the
internal controls over financial reporting (as defined in Rules 13a-15 and
15d-15 under the Securities Exchange Act of 1934) occurred during the period
covered by this report. Based on that evaluation, management and the chief
executive officer/chief financial officer concluded that no change occurred in
the internal controls over financial reporting during the period covered by this
report that materially affected, or is reasonably likely to materially affect,
the internal controls over financial reporting, other than the measures
undertaken as noted in the preceding paragraph.
 
 Item
9b. OTHER INFORMATION
 
 None
 
 Part
III
 
 Item 9. DIRECTORS,
EXECUTIVE OFFICERS, PROMOTERS AND CORPORATE GOVERNANCE.
 
 The
directors and officers of the Company are listed below with information about
their respective backgrounds.  Each Director is elected to serve a one
year term, until the next annual meeting of the shareholders or until their
successor is elected (or appointed) and qualified.
 
 Effective
as of December 7, 2009, the following individuals were elected to the Board of
Directors of the Company:
 
 Name
                
                Age
                
                PositionMichael
      D. Parrish
                
                46
                
                Chairman
      of the Board of Directors/CEO, PresidentGregory
      N. Moore (1)
                
                59
                
                Director
      and Chairman of the Audit Committee of the Board of
    DirectorsAndrew
      B. Mazzone(2)
                
                68
                
                DirectorJames
      W. Zimbler
                
                44
                
                Secretary/DirectorKurt
      M. Given
                
                45
                
                Treasurer/Director
  Mr.
Mazzone resigned as a director on February 26, 2010 and was replaced by James K.
Weber, the president of the Company’s Xiom subsidiary.
  
 (1)
                Member
      of our Audit Committee.
 
 Michael
D. Parrish
 In
connection with the Acquisition, the Company entered into an Employment
Agreement dated as of December 7, 2009 (the “Employment Agreement”) with Michael
D. Parrish, the President and CEO of Equisol and a Seller under the Purchase
Agreement.  Under the terms of the Employment Agreement, Mr. Parrish
will be employed as the President and CEO of the Company for an initial term of
two (2) years, which term may be extended for an additional
one-year.  The initial term of employment commenced on the closing
date of the Acquisition.  Mr. Parrish will also serve as the Chairman
of the Board of Directors of the Company.  Mr. Parrish will have an
annual base salary of $175, 000, and he is also eligible to receive
discretionary performance bonuses.
  44
 
 Mr.
Parrish has extensive operational and general management experience; his focus
is on financial performance and strategic alliances.  Mr. Parrish has
over 24 years of leadership and finance experience in a variety of global
firms.  Prior to Equisol, Mr. Parrish held various executive positions
in several General Electric Companies where he served in positions such as
General Manager for global logistics and services for GE’s Water business, and,
earlier, as Managing Director for GE Capital specializing in ecommerce, six
sigma, and productivity of several of GE’s equipment management
groups.  Prior to GE, Mr. Parrish served for 14 years active duty in
the U.S. Army where he held various leadership positions of increasing
responsibility as an Army Aviator culminating as a member of the Army
Acquisition Corps.  Mr. Parrish has a Bachelor’s degree in Engineering
from the U.S. Military Academy at West Point as well as a Masters Degree in
Astronautical Engineering from Stanford University and an MBA with honors from
the Wharton School at the University of Pennsylvania.   He is the
current President of the West Point Society of Philadelphia and serves on the
boards of the USO of SE PA/NJ and the Delaware Valley Industrial Resources
Council.
 
 Gregory
N. Moore
 Gregory
N. Moore, has over 25 years of senior management experience in major
multi-national companies and extensive international experience in major
worldwide markets.  He served as the Senior Vice President and
Controller of YUM! Brands, Inc. from 2003 to 2005.  Prior thereto, Mr.
Moore was the Vice President and General Auditor of Yum from 1997 to
2003.  Before that, he was with PepsiCo, Inc. and held the position of
Vice President and Controller of Taco Bell and Controller of PepsiCo Wines and
Spirits International.  Since retiring, he has been a frequent speaker
and lecturer and currently sits on two boards:  Texas Roadhouse, Inc.
(NASDAQ) serving as Chairman of the Audit Committee and Nominating &
Corporate Governance Committee, and as a member of the Compensation Committee;
and 3 Day Blinds, a privately held company owned by two private equity firms,
for which he chairs the Audit Committee.
 
 James W.
Zimbler
 James W.
Zimbler, has been a principal of Keystone Capital Resources, LLC, since its
inception in March 2004.  Keystone is involved as a consultant in the
mergers and acquisitions of public companies and consulting for private
companies that wish to access the public markets.  Prior to becoming a
founding member of Keystone, he was involved in consulting for capital raising,
re-capitalization and mergers and acquisitions for various
clients.  Mr. Zimbler was one of the initial shareholders in
Accountabilities, Inc., f/k/a Human Trans Services Holding Corp (“ACBT”).   Mr.
Zimbler has recently focused his energies in the field of turnarounds of small
emerging private and public companies.  He has served on the Board of
Directors and/or Officer of several companies since 2000.
 
 Kurt M.
Given
 Kurt M.
Given, is responsible for the day-to-day business functions and operations of
Equisol, including marketing, technology, and linking together sales,
administration, and customer relationships. With 20 years of water treatment
experience at GE Betz, he has held positions in engineering and management for
both the chemical and feed equipment product lines. From 1999 to 2002, he was
group Leader and Product Manager for the Equipment team, overseeing all
activities including pricing, marketing, profitability, capital equipment,
contracts and product management. He has a Bachelor of Science degree in
Chemical Engineering from Pennsylvania State University and holds a patent for
dust control foam generation.
 
 Code
of Ethics
 
 Our board
of directors had adopted a code of ethics applicable to persons at our company
who are responsible for financial management. A copy of the code of ethics has
been previously filed as an attachment to the Annual Report for September 30,
2007 as Exhibit 14.1.
 
 Audit
Committee and Audit Committee Financial Expert
 
 Mr.
Gregory Moore serves as our audit committee. Mr. Moore is an “audit committee
financial expert,” as that term is defined in Item 401(e) of Regulation S-B
promulgated under the Securities Act.
  45
 
 Section
16(A) Beneficial Ownership Reporting Compliance
 
 Under
section 16 of the Exchange Act, our directors and executive officers and
beneficial owners of more than 10% of the our common stock are required to file
certain reports, within specified time periods, indicating their holdings of and
transactions in our common stock and derivative securities.
 
 Item 11.EXECUTIVE
COMPENSATION
 
 For the
three months ended December 31, 2009, the Officers/Directors have not been
compensated.
  Summary
Compensation Table
  Name
      and Principal Position
                
                Year
                
                Salary
      ($)
                
                Bonus
      ($)
                
                Stock
      Awards ($)
                
                Option
      Awards ($)
                
                Non-equity
      Incentive Plan Compensation
                
                Nonqualified
      Deferred Compensation Earnings ($)
                
                All
      Other Compensation ($)
                
                Total
      ($)Michael
      D. Parrish, President, Chairman & CEO
                
                2009
                  2008
                
                -0-
                  -0-
                
                -0-
                  -0-
                
                -0-
                  -0-
                
                -0-
                  -0-
                
                -0-
                  -0-
                
                -0-
                  -0-
                
                -0-
                  -0-
                
                -0-
                  -0-James
      K. Weber, President, XIOM Corp.
                
                2009
                  2008
                
                -0-
                  -0-Kurt
      M. Given, President, Equisol LLC
                
                2009
                  2008
                
                -0-
                  -0-
                
                -0-
                  -0-
                
                -0-
                  -0-
                
                -0-
                  -0-
                
                -0-
                  -0-
                
                -0-
                  -0-
                
                -0-
                  -0-
                
                -0-
                  -0-
 
 The
following table details options granted to each executive officer in the last
fiscal year ended September 30, 2009:
  46
  All
directors hold office until the next annual meeting of stockholders and the
election and qualification of their successors. Each executive officer is
elected annually by the Board of Directors to hold their respective office until
the annual meeting of shareholders and until their successors is chosen and
qualified.
 
 Director
and Officer Insurance:
 
 The
Company has directors and officers (“D & O”) liability
insurance.
  Stock
Option Plan
  The
Company plans to submit an Equity Incentive Plan to a vote of shareholders
during 2010.
 
 Item 12.SECURITY
OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND RELATED STOCKHOLDER
MATTERS
 
 The
following table sets forth information as of March 31, 2010 with respect to the
beneficial ownership of the 44,422,309 outstanding shares of the Company's
Common Stock by (i) each person known by the Company to beneficially own five
percent or more of the outstanding shares; (ii) the Company's officers and
directors; and (iii) the Company's officers and directors as a
group.  A person is deemed to be a beneficial owner of any securities
of which that person has the right to acquire beneficial ownership within sixty
(60) days.
  Percentage
      ofIdentity of Shareholder
                  
                  Number of Shares
                  
                  Beneficial OwnershipMichael
      D. Parrish
                  
                  
                  12,033,999
                  
                  24.71%200
      Barr Harbor Drive, Ste 400West
      Conshohocken, PA 19428Chairman
      and CEOKurt
      M. Given
                  
                  
                  6,979,565
                  
                  14.33%200
      Barr Harbor Drive, Ste 400West
      Conshohocken, PA 19428Executive
      VP and DirectorJames
      W. Zimbler165
      Fernleaf CourtState
      College, PA 16801Director
                  
                  
                  3,300,000Andrew
      B. Mazzone, Shareholder
                  
                  
                  6,132,454
                  
                  11.86%516
      Dryden StreetWestbury,
      NY 11590Martin
      Klodus, Shareholder
                  
                  
                  2,525,000
                  
                  5.19%271-195
      Central Park WestFloral
      Park, NY 11005All
      Officers and Directors as
                  
                  
                  21,963,564A
      Group (5 Persons)
 
 
 All
Officers and Directors as A Group
(5 Persons)
  
 *           Less
than 5%
 
 (1)
                Pursuant
      to the rules and regulations of the Securities and Exchange Commission,
      shares of Common Stock that an individual or entity has a right to acquire
      within 60 days pursuant to the exercise of options or warrants are deemed
      to be outstanding for the purposes of computing the percentage ownership
      of such individual or entity, but are not deemed to be outstanding for the
      purposes of computing the percentage ownership of any other person or
      entity shown in the table.
 
 Item
13.CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS
AND DIRECTOR INDEPENDENCE.
 
 Transactions
Between Us and Our Affiliates
 
 Director
Independence
 
 One of
our current directors, Mr. Gregory Moore, is considered to be independent at
this time.
 
 Item
14.PRINCIPAL ACCOUNTANT FEES AND SERVICES
 
 Michael
T. Studer, CPA, P.C. as our independent accountants, audited our financial
statements for the year ending September 30, 2009, and performed reviews of our
financial statements included in our Forms 10-Q during our fiscal year ended
September 30, 2009.
 
 Audit Fees:  The
aggregate fees we paid Michael T. Studer, CPA, P.C. during the fiscal years
ended September 30, 2009 and 2008 for professional services for the audit of our
financial statements and the review of financial statements included in our
Forms 10-Q were $27,500 and $32,500, respectively.
 
 Audit-Related
Fees:  Michael T. Studer, CPA, P.C. did not provide or bill
for, and was not paid for, any audit-related fees in the fiscal years ended
December 31, 2009 and 2008.
 
 Tax Fees:  Michael
T. Studer, CPA, P.C. did not provide or bill for, and was not paid for, any
audit-related fees in the fiscal years ended December 31, 2009 and
2008.
 
 All Other
Fees:  Michael T. Studer, CPA, P.C. did not provide or bill
for, and was not paid for, any other services in the fiscal years ended December
31, 2009 and 2008.
 
 The
Company’s Board of Directors has annually reviewed and approved the engagement
of the Company’s auditors and approved in advance the fee arrangements with
regard to audit services and reviews of financial statements included in the
Company’s Forms 10-Q, along with audit-related fees and tax fees. Substantially
all such fees were approved in advance for 2009 and 2008.
 
 47
 
 PART
IV
 
 Item
15.  EXHIBITS
 
 None
  Reports
on Form 8-K:
 
 None.
  SIGNATURES
 
 Pursuant
to the requirements of Section 13 or 15(d) of the Securities Exchange Act of
1934, Environmental Infrastructure Holdings Corp. has duly caused this Report to
be signed on behalf of the undersigned thereunto duly authorized on April 15,
2010.
  ENVIRONMENTAL
      INFRASTRUCTURE HOLDINGS CORP.By:
                  /s/ Michael
      D. ParrishMichael
      D. Parrish, President, Chairman and CEO
  48