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, 2010
 
  ̈  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.  x Yes   ̈ 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: $2,293,574 on June 30, 2010
 
 Indicate the number of shares outstanding of each of the issuer's classes of common equity, as of the last practicable date. There were 78,390,526 shares of the Company's common stock outstanding on May 4, 2011.
 
 DOCUMENTS INCORPORATED BY REFERENCE:  None.
 
 
  ENVIRONMENTAL INFRASTRUCTURE HOLDINGS CORP.
 ANNUAL REPORT ON FORM 10-K
 
 For Year Ended December 31, 2010
 
 INDEX
 
 Page No:PART I

3ITEM 1.
BUSINESS
3ITEM 1A
RISK FACTORS
6ITEM 2.
PROPERTIES
17ITEM 3.
LEGAL PROCEEDINGS
17ITEM 4.
SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDEDRS
18PART II

18ITEM 5.
MARKET FOR REGISTRANT’S COMMON EQUITY, RELATED STOCKHOLDER MATTERS, AND ISSUER PURCHASES OF EQUITY SECURITIES
18ITEM 6
SELECTED FINANCIAL INFOMATION
20ITEM 7.
MANAGEMENT’S DISCUSSION AND ANALYSIS AND RESULTS OF OPERATIONS
20ITEM 8.
FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA
F-1ITEM 9.
CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIAL DISCLOSURE
28ITEM 9A(T).
CONTROLS AND PROCEDURES
28ITEM 9B.
OTHER INFORMATION
28PART III

29ITEM 11
EXECUTIVE COMPENSATION
29ITEM 12.
SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND RELATED STOCKHOLDER MATTERS
30ITEM 13.
CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS AND DIRECTOR INDEPENDENCE
30ITEM 14.
PRINCIPAL ACCOUNTANT FEES AND SERVICES
31PART IVITEM 15.
EXHIBITS, FINANCIAL STATEMENT SCHEDULES
31Signatures

32
  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 ENVIRONMENTAL INFRASTRUCTURE HOLDINGS CORP. ("EIHC"), a Delaware corporation and, unless the context indicates otherwise, includes our wholly-owned subsidiaries Equisol, LLC (“Equisol”) and XIOM Corporation (“XIOM”).
 
 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 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.  Pursuant to the Merger, the Company Common Shares existing prior to the Merger were cancelled.
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  The certificate of incorporation and bylaws of the Company 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. As discussed in Note 10) COMMON STOCK to the Consolidated Financial Statements for the years ended December 31, 2009 and 2008, $460,000 of gross proceeds have been received from the sale of 2,300,000 shares of common stock at $0.20 per share from an XIOM convertible debt holder of $125,000 in notes sold to investors by XIOM between June and August 2009. In addition,  as discussed in Note 11), $485,000 of gross proceeds have been received from a private placement commenced by XIOM in October 2009 with accredited investors at a subscription price of $0.25 per unit, which included a warrant to purchase common stock at $0.75 per share.  From December 7, 2009 to December 31, 2009, net proceeds` of $265,325 consisting of $204,975 net of offering costs of $5,025, received by the Company after the XIOM merger was completed related to the sales `of the 2,300,000 common shares at $0.20 per share, and $60,350, net of offering costs of $39,650, received by the Company after the XIOM merger was completed related to the XIOM private placement commenced in October 2009. In addition, the Company received $268,975 from escrow also related to the XIOM private placement commenced in October 2009 released to the Company subsequent to the date of the XIOM merger. During the first quarter of 2010, the Company received an additional $109,990, net of offering costs of $10, the remainder of proceeds from XIOM’s October 2009 private placement offering with accredited investors. 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.
 
 Subsequent Events
 
 On March 25, 2011, the XIOM Corp subsidiary of Environmental Infrastructure Holdings Corp. filed a voluntary petition in the United States Bankruptcy Court - District of Delaware under Chapter 7 of the United States Bankruptcy Code requesting liquidation of the assets and liabilities of XIOM Corp. As of the date of the filing, XIOM had estimated assets of $340,745 and liabilities of $4,044,878.
 
 On March 25, 2011, the Company entered into Debt Conversion agreements with 12 XIOM noteholders.  The agreements convert a total of $1,140,373, consisting of $820,000 principal and $320,373 accrued interest, into 4,561,496 shares of the Company’s common stock at a conversion price of $0.25 per share.
 
 Description of Our 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.
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  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.
 
 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 one wholly owned subsidiary in Equisol, LLC.
  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
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  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 13 teammates, 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.  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.
  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.
  Employees:
 
 As of December 31, 2010, we employed approximately 15 people.  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.
  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, 2010, we had an accumulated deficit of $6,323,797, 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.
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  Our independent registered public auditors issued their report for the fiscal year ended December 31, 2010, with a “going concern” explanatory paragraph.
  Our independent registered public auditors issued their report on their audit of our financial statements as of and for the fiscal year ended December 31, 2010. The independent registered auditor’s report contains 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:
 
 • 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 February 2009, XIOM 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, XIOM 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, XIOM 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, XIOM 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, XIOM 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, XIOM 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.
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  In June 2009, XIOM 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, XIOM 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, XIOM issued 10,000 restricted common shares with a fair market value of $3,500 to a former employee for consulting services. In June 2009, XIOM 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, XIOM 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, XIOM 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, XIOM issued 155,000 common shares with a fair market value of $75,950 to two officers of XIOM under XIOM’s Employee Stock Ownership Plan in lieu of salaries. In July 2009, an officer of XIOM 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, XIOM 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 XIOM 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, XIOM issued 1,200 common shares with a fair market value of $475 to an independent contractor for consulting services. In August 2009, XIOM 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. On October 27, 2009, November 3, 2009, and November 9, 2009, XIOM issued a total of 2,250,050 shares of its common stock to a group consisting of the former president/significant shareholder and members of his family and various consultants coincident to the reverse merger on 7 December 2009 with an estimated value of $748,516 based upon XIOM’s stock trading price during that period.
 
 In December, 2009, the Company issued 18,563,693 shares to the owners of Equisol, LLC and committed to issue 8,084,942 additional shares so that the owners of Equisol, LLC would own 40% of the fully diluted shares of EIHC. In May, 2010, the Company issued 750,000 shares to an investor for an investment of $125,000.  Of the 25,369,235 shares committed to be issued at December 31, 2010, 1,440,997 shares were issued on February 23, 2011, 23,728,238 shares were issued on March 24, 2011, and 200,000 shares committed to be issued have not yet been issued.  On March 25, 2011, the Company entered into Debt Conversion agreements with 12 XIOM Corp. noteholders.  The agreements convert $1,140,373 of principal and interest into 4,561,496 shares of the Company’s common stock at a conversion price of $0.25 per share.
  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.
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  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.
  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.
  9
  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 as well as acquiring potential new sales channels and geographic businesses.  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.
  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.
  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, Kurt Given, the CEO of our subsidiary, Equisol, LLC, and Don Gibson and Michael Cooper, President of our subsidiary, Equisol, LLC and President of Equisol Energy Services, LLC respectively.  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.
  10
  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.
  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 environmental services 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:
  11
  • 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;
 • 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 and water treatment.  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.
  12
  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.
  13
  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.
 
 14
 
 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.
  15
  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.
  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 March 30, 2011, our officers and directors beneficially own approximately 48.26% 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.
  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 bankruptcy of our wholly-owned subsidiary, XIOM Corp may have unforeseen consequences for our stock price.
  On March 25, 2011, the XIOM Corp subsidiary of Environmental Infrastructure Holdings Corp. filed a voluntary petition in the United States Bankruptcy Court - District of Delaware under Chapter 7 of the United States Bankruptcy Code requesting liquidation of the assets and liabilities of XIOM Corp. As of the date of the filing, XIOM had estimated assets of $340,745 and liabilities of $4,044,878. As a result of the bankruptcy filing, 12 XIOM noteholders decided to exercise the convertibility provision of their notes, and entered into a Debt Conversion agreement with EIHC.  The agreements convert $1,140,373 of principal and interest into 4,561,496 shares of the Company’s common stock at a conversion price of $0.25 per share. Other noteholders may convert their XIOM notes into EIHC stock, resulting in further dilution of your shares.
  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.
  16
  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
 
 Equisol, LLC leases approximately 2,000 square feet of manufacturing and warehouse facility in Kemah, TX pursuant to a four-year lease at $3,000 per month and a corporate office in West Conshohocken, PA for $180 per month on a two year lease. In addition, Equisol’s subsidiary, Gulf States Chlorinator & Pump leases a 2,000 square foot flex space facility for $1,300 per month. Rent expense for fiscal 2010 and 2009 was approximately $60,993 and $88,663, respectively, 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.
 
 Item 3. LEGAL PROCEEDINGS
 
 On December 22, 2009, XIOM received a notice from holders of $820,000 of convertible notes of XIOM that XIOM 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. As of December 2, 2010, the Company’s XIOM subsidiary obtained the signatures of the parties to discontinue a lawsuit without prejudice regarding certain of XIOM’s convertible debentures. Specifically, holders of $820,000 of XIOM’s 7% Convertible Exchange Notes Due: April 1, 2012 commenced an action against XIOM and Environmental Infrastructure Holdings Corp. (“EIHC”) in the Supreme Court of the State of New York, Queens County (the “Court”), under which action those holders alleged the occurrence and continuance of certain defaults under those notes. Under the agreement, the holders have also agreed to forbear from prosecuting the action, or any other lawsuit related to the defaults under the Notes, until at least May 12, 2011. In consideration of this agreement, XIOM and EIHC have issued, respectively, restated notes and warrants to the holders. The restated notes provide for a conversion price of $0.25 per share and extended their due date to April 1, 2014. The restated warrants provide for a conversion price of $0.50 per share and extended their expiration to April 2014. Each warrant gives the holder the right to purchase 2 shares for each $1 face value of their original notes. Under the restated notes, EIHC agreed to reserve shares for issuance, to register any conversion shares within 90 days, and to anti-dilution provisions. Under the restated warrant, EIHC agreed to piggyback registration rights for shares acquired under exercise of the warrants. XIOM and EIHC also agreed to pay the holders’ legal costs for the settlement and related filings.
  17
  On August 4, 2010, two former officers of Equisol’s Gulf States Chlorinator & Pump subsidiary filed a complaint seeking to terminate their employment agreement for good cause and unspecified damages.  On October 5th, 2010, Equisol filed a Reconventional Demand against the former officers alleging, among other things, breach of contract and amended the same on October 27th, 2010.  Discovery has been initiated and depositions are scheduled for May 2011.
 
 On March 25, 2011, the Xiom Corp subsidiary of Environmental Infrastructure Holdings Corp. filed a petition in the United States Bankruptcy Court - District of Delaware under Chapter 7 of the United States Bankruptcy Code requesting liquidation of the assets and liabilities of Xiom Corp.
 
 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.
 
 Item 4. Submission of Matters to a Vote of Security Holders
 
 The Company’s Board of Directors approved on February 26, 2010, by unanimous written consent, submission of an amendment to our Certificate of Incorporation to (a) increase the number of authorized shares of Common Stock from 50,000,000 shares, par value $0.0001 per share, to 125,000,000 shares, par value $0.0001 per share, and (b) authorize the issuance of 25,000,000 shares of preferred stock, par value $0.0001 per share (collectively, the “Amendment”). On March 8, 2010, the Company received notice of written consent by holders of more than 50% of the Company’s outstanding shares to this Amendment. The Company filed an Information Statement with the Securities and Exchange Commission on December 3, 2010 and received no comments from the Commission. The final Information Statement was distributed to all shareholders of record on December 27, 2010 and the formal filing with the State of Delaware was on February 4, 2011 to effect the Amendment.
 
 Part II
 
 Item 5. Market for Common Equity and Related Stockholder Matters
 
 General:
 
 The authorized capital stock consists of 125,000,000 shares of common stock, par value $.0001 per share and 25,000,000 shares of preferred stock, par value $.0001 per share. As of March 30, there were 73,829,030 shares of Common Stock issued and outstanding.  This does not include shares underlying warrants or options yet to be exercised.  It is expected that, in connection with the bankruptcy filing by XIOM, that all outstanding, unexercised warrants and options will be cancelled. 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.
  18
  Common Stock:
 
 Our authorized capital stock consists of 125,000,000 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.
 
 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.
 
 Preferred Stock:
 
 Our authorized capital stock consists of 25,000,000 shares of preferred stock, par value $.0001 per share.  The entitlements and terms of the preferred stock has yet to be determined by the Company.
 
 Stockholders do not have any pre-emptive rights to subscribe for or purchase any stock, warrants or other securities of the Company.  The Preferred 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 Our 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, 2010.  Since that date through March 30, 2011, the closing price per share has been between $0.075 and $0.026.
 
 High


LowFiscal 2010:Fourth quarter

$
0.10


$
0.02Third quarter


0.09


$
0.01Second quarter


0.165



0.07First quarter


0.30



0.14Fiscal 2009:Fourth quarter

$
0.45



0.22Third quarter


0.49


$
0.21Second quarter


0.46



0.09First quarter


0.35



0.10
 
 Liquidation:
 
 In the event of a liquidation of the Company, all stockholders are entitled to a pro rata distribution after payment of any claims.
  19
  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
  Sales of Unregistered Securities
 
 On January 15, 2010, the Company issued 244,444 shares of its common stock to the daughter of the former chief executive officer of XIOM (to October 31, 2009) pursuant to a cashless exercise of 300,000 stock options which had been granted to her in May 2009 and the Company committed to issue 150,000 shares of its common stock (issued September 15, 2010) to a consultant for services rendered.  On February 17, 2010, the Company issued 211,765 shares of its common stock to a former consultant to XIOM pursuant to a cashless exercise of 300,000 stock options which had been granted to him in May 2009.  On March 30, 2010, the Company issued 250,000 shares of its common stock to the former chief executive of XIOM (to October 31, 2009) for services rendered.  The $42,500 fair value of the shares was included in selling, general and administrative expenses in the three months ended March 31, 2010.  On January 31, 2010, February 28, 2010, and June 30, 2010, the Company committed to issue a total of 253,382 shares of its common stock (issued September 15, 2010) pursuant to the three employment agreements discussed in Note 13.  On September 20, 2010, the Company issued 250,000 shares of its common stock for consulting services rendered.  Of the 9,268,797 shares committed to be issued at June 30, 2010, 1,123,855 shares were issued in September 2010. The remaining 8,144,942 shares committed to be issued were issued on 23 March 2011. In April, 2010, the Company issued 750,000 shares to an investor for an investment of $125,000.
  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, 2010.
 
 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 subsidiary EQUISOL are engaged..
 
 Plan of Operations:
 
 The Company’s plans to move into an expansion phase were adversely affected by the weakened economy during fiscal 2010.  The Company focused on removing unprofitable lines and customers while divesting impaired assets as well as underperforming employees with the goal of reducing selling, general, and administrative costs.  As a result, while the overall annual revenue decreased from $4.6 million in 2009 to $3.3 million in 2010, the Company’s gross profit improved from $1.2 million  to $1.5 million with the Company’s Equisol subsidiary reporting record earnings before interest, taxes & depreciation of $328,796 for 2010. Going forward, the focus of the Company is to expand organically through increased sales and improved productivity by holding down selling, general, and administrative 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 pursue such acquisitions internationally.
  20
  The Company has approximately $1.5 million of firm contracts in house. The Company needs to raise additional funds to operate for the next 3 months even if it does not sell any systems or services.
 
 The Company is not able to accurately forecast sales for fiscal 2011. 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 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 3 of our audited financial statements for the year ended December 31, 2010. 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.
 
 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.
  21
  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.
  IMPAIRMENT OF LONG-LIVED ASSETS
  In accordance with Accounting Standards Codification (“ASC”) ASC 360-10-35, "Accounting for the Impairment or Disposal of Long-Lived Assets", the Company reviews long-lived assets, including its property and equipment, goodwill and other intangible assets, which include trade names and customer accounts and patents, for impairment whenever circumstances and situations change such that there is an indication that the carrying amounts may not be recovered. In such circumstances, the Company will estimate the future cash flows expected to result from the use of the asset and its eventual disposition. Future cash flows are the future cash inflows expected to be generated by an asset less the future outflows expected to be necessary to obtain those inflows. If the sum of the expected future cash flows (undiscounted and without interest charges) is less than the carrying amount of the asset, the Company will recognize an impairment loss to adjust to the fair value of the asset. Management believes that there are no impaired long-lived assets at December 31, 2010 and 2009.
  Recently Adopted Accounting Pronouncements
  The FASB has issued ASU 2010-29, Business Combinations (Topic 805): Disclosure of Supplementary Pro Forma Information for Business Combinations. This ASU reflects the decision reached in EITF Issue No. 10-G. The amendments in this ASU affect any public entity that enters into business combinations that are material on an individual or aggregate basis.
  The amendments in this ASU specify that if a public entity presents comparative financial statements, the entity should disclose revenue and earnings of the combined entity as though the business combination(s) that occurred during the current year had occurred as of the beginning of the comparable prior annual reporting period only. The amendments also expand the supplemental pro forma disclosures to include a description of the nature and amount of material, nonrecurring pro forma adjustments directly attributable to the business combination included in the reported pro forma revenue and earnings.
  The amendments were effective prospectively for business combinations for which the acquisition date is on or after the beginning of the first annual reporting period beginning on or after December 15, 2010. The adoption of this amendment did not have a material impact on the Company’s financial statements.
 
 The FASB has issued ASU No. 2010-12, Income Taxes (Topic 740): Accounting for Certain Tax Effects of the 2010 Health Care Reform Acts. This ASU updates the Codification for the SEC Staff Announcement, Accounting for the Health Care and Education Reconciliation Act of 2010 and the Patient Protection and Affordable Care Act. That announcement provides guidance on the accounting effect, if any, that arises from the different signing dates between the Health Care and Education Reconciliation Act of 2010, which is a reconciliation bill that amends the Patient Protection and Affordable Care Act (collectively the "Acts"). This announcement provides that after consultation with the FASB staff, the Office of the Chief Accountant would not object to a view that the two Acts should be considered together for accounting purposes. For this specific fact pattern, the SEC staff would not object to a registrant incorporating the effects of the Health Care and Education Reconciliation Act of 2010 when accounting for the Patient Protection and Affordable Care Act. This view is based in part on the SEC staff's understanding that the two Acts, when taken together, represent the current health care reforms as passed by Congress and signed by the President. The SEC staff does not believe that it would be appropriate to analogize to this view in any other fact patterns. The adoption of this amendment did not have a material impact on the Company’s financial statements.
  22
  The FASB issued Accounting Standards Update (ASU) No. 2010-11, Derivatives and Hedging (Topic 815): Scope Exception Related to Embedded Credit Derivatives, which clarifies the type of embedded credit derivative that is exempt from embedded derivative bifurcation requirements. The amendments in the ASU were effective for each reporting entity at the beginning of its first fiscal quarter beginning after June 15, 2010. The adoption of this amendment did not have a material impact on the Company’s financial statements.
 
 The FASB issued Accounting Standards Update (ASU) No. 2010-09, Subsequent Events (Topic 855): Amendments to Certain Recognition and Disclosure Requirements, which removes the requirement for an SEC filer to disclose a date through which subsequent events have been evaluated in both issued and revised financial statements. Revised financial statements include financial statements revised as a result of either correction of an error or retrospective application of U.S. GAAP. All of the amendments in the ASU were effective upon issuance (February 24, 2010. The adoption of this amendment did not have a material impact on the Company’s financial statements.
 
 The FASB has issued Accounting Standards Update (ASU) No. 2010-08, Technical Corrections to Various Topics,thereby amending the FASB Accounting Standards CodificationTM (Codification). This ASU resulted from a review by the FASB of its standards to determine if any provisions are outdated, contain inconsistencies, or need clarifications to reflect the FASB’s original intent. The amendments do not fundamentally change U.S. GAAP. However, certain clarifications on embedded derivatives and hedging reflected in Topic 815, Derivatives and Hedging , may cause a change in the application of the guidance in Subtopic 815-15. The clarifications of the guidance on embedded derivatives and hedging (Subtopic 815-15) are effective for fiscal years beginning after December 15, 2009. The amendments to the guidance on accounting for income taxes in a reorganization (Subtopic 852-740) applies to reorganizations for which the date of the reorganization is on or after the beginning of the first annual reporting period beginning on or after December 15, 2008. All other amendments are effective as of the first reporting period (including interim periods) beginning after the date this ASU was issued (February 2, 2010). The adoption of this amendment did not have a material impact on the Company’s financial statements.
 
 The FASB has issued ASU No. 2010-06, Fair Value Measurements and Disclosures (Topic 820): Improving Disclosures about Fair Value Measurements. This ASU requires some new disclosures and clarifies some existing disclosure requirements about fair value measurement as set forth in Codification Subtopic 820-10. The ASU 2010-06 was effective for interim and annual reporting periods beginning after December 15, 2009, except for the disclosures about purchases, sales, issuances, and settlements in the roll forward of activity in Level 3 fair value measurements. Those disclosures are effective for fiscal years beginning after December 15, 2010, and for interim periods within those fiscal years. The adoption of this amendment did not have a material impact on the Company’s financial statements.
 
 The FASB has issued ASU No. 2010-02, Consolidation (Topic 810) – Accounting and Reporting for Decreases in Ownership of a Subsidiary - A Scope Clarification. This ASU clarifies the application of the scope of the decrease in ownership provisions of Subtopic 810-10 and related guidance. The amendments in this ASU expand the disclosure requirements about deconsolidation of a subsidiary or derecognition of a group of assets. ASU 2010-02 is effective beginning in the period that an entity adopts FASB Statement No. 160, Noncontrolling Interests in Consolidated Financial Statements - an amendment of ARB 51 (now included in Subtopic 810-10). If an entity has previously adopted Statement 160, the amendments are effective beginning in the first interim or annual reporting period ending on or after December 15, 2009. The adoption of this amendment did not have a material impact on the Company’s financial statements..
 
 The FASB has issued Accounting Standard Update (ASU) No. 2010-01, Equity (Topic 505): Accounting for Distributions to Shareholders with Components of Stock and Cash. The amendments to the Codification in this ASU clarify that the stock portion of a distribution to shareholders that allows them to elect to receive cash or stock with a potential limitation on the total amount of cash that all shareholders can elect to receive in the aggregate is considered a share issuance that is reflected in earnings per share prospectively and is not a stock dividend. This ASU codifies the consensus reached in EITF Issue No. 09-E, "Accounting for Stock Dividends, Including Distributions to Shareholders with Components of Stock and Cash," and is effective for interim and annual periods ending on or after December 15, 2009, and should be applied on a retrospective basis. The adoption of this amendment did not have a material impact on the Company’s financial statements.
 
 23
 
 Recently Issued Accounting Pronouncements Not Yet Adopted
  The FASB has issued Accounting Standards Update (ASU) No. 2011-02, Receivables (Topic 310): A Creditor’s Determination of Whether a Restructuring Is a Troubled Debt Restructuring. The ASU clarifies which loan modifications constitute troubled debt restructurings. It is intended to assist creditors in determining whether a modification of the terms of a receivable meets the criteria to be considered a troubled debt restructuring, both for purposes of recording an impairment loss and for disclosure of troubled debt restructurings. In evaluating whether a restructuring constitutes a troubled debt restructuring, a creditor must separately conclude that both of the following exist: (a) the restructuring constitutes a concession; and (b) the debtor is experiencing financial difficulties. The amendments to FASB Accounting Standards CodificationTM (Codification) Topic 310, Receivables, clarify the guidance on a creditor’s evaluation of whether it has granted a concession and whether a debtor is experiencing financial difficulties. The new guidance is effective for interim and annual periods beginning on or after June 15, 2011, and applies retrospectively to restructurings occurring on or after the beginning of the fiscal year of adoption. The Company is evaluating the impact this ASU may have on its financial statements.
 
 The FASB has issued ASU No. 2010-28, Intangibles - Goodwill and Other (Topic 350): When to Perform Step 2 of the Goodwill Impairment Test for Reporting Units with Zero or Negative Carrying Amounts. This ASU reflects the decision reached in EITF Issue No. 10-A. The amendments in this ASU modify Step 1 of the goodwill impairment test for reporting units with zero or negative carrying amounts. For those reporting units, an entity is required to perform Step 2 of the goodwill impairment test if it is more likely than not that a goodwill impairment exists. In determining whether it is more likely than not that a goodwill impairment exists, an entity should consider whether there are any adverse qualitative factors indicating that an impairment may exist. For public entities, the amendments in this ASU are effective for fiscal years, and interim periods within those years, beginning after December 15, 2010. The Company is evaluating the impact this ASU may have on its financial statements.
 
 The FASB issued ASU No. 2010-17, Revenue Recognition—Milestone Method (Topic 605): Milestone Method of Revenue Recognition. This ASU codifies the consensus reached in EITF Issue No. 08-9, “Milestone Method of Revenue Recognition.” The amendments to the Codification provide guidance on defining a milestone and determining when it may be appropriate to apply the milestone method of revenue recognition for research or development transactions. ASU 2010-17 is effective on a prospective basis for milestones achieved in fiscal years, and interim periods within those years, beginning on or after June 15, 2010. The Company is evaluating the impact this ASU may have on its financial statements.
 
 Results of Operations:
 
 For the Fiscal Years Ended December 31, 2010 Versus December 31, 2009
  For the fiscal year ended December 31, 2010, the Company recorded $3,272,000 in sales and cost of sales of $1,878,000. This is in comparison to total sales of 4,613,000 and cost of sales of $3,341,000 for the fiscal year ended December 31, 2009. These amounts exclude the results of operations of the Company’s discontinued operations.. Gross profit for fiscal 2010 was $1,394,000 or 43%, an increase of $122,000 compared to the gross profit in fiscal 2009 of $1,272,000 (which was 28% of revenue).  This decrease in sales and increase in gross profit in fiscal 2010 resulted primarily from general economic conditions and the Company's decision to pursue profitable sales.
  24
  Selling, general and administrative expenses increased from $1,816,000 in fiscal 2009 to $2,350,000 in fiscal 2010.  This $536,000 increase resulted primarily from a $445,754 increase in offices’ compensation and $181,900 stock-based compensation for consulting services in 2010, offset partially by a $40,000 decrease in the provision for doubtful accounts.
  Other expense increased from $72,000 in fiscal 2009 to $83,000 in fiscal 2010,principally due to interest expense incurred on debt and secured promissory note payable to a related party.
  Loss from continuing operations for the year ended December 31, 2010 was $1,039,000 compared to $647,000 for the year ended December 31, 2009, an increase of $392,000.  The increase in loss from continuing operations was principally due to the parent holding company selling, general, and administrative expenses, offset by the improved Equisol gross profit margins described above.
 The Company recorded a loss from discontinued operations in fiscal 2010 of $1389,000, and a loss from discontinued operations of $7,187,000 in fiscal 2009. In November 2010, the Company’s board of directors determined that a sale of its XIOM subsidiary was in the best interests of the Company’s shareholders.The Company’s results of operations showed a loss of $7,187,000 in 2009 and a net loss of $1,389,000 in fiscal 2010. This decreased loss was attributable to the the goodwill impairment charge in 2009 of $7,099,000, offset by a full year's selling, general, and administrative expenses of $814,000 in 2010 compared to a one month period amount of $70,000 in 2009 and interest expense in 2010 of $539,000 compared to a one month period amount of $34,000 in 2009; an impairment of property and equipment of $32,000, and a writedown of a minority investment in a publicly traded entity of $25,000 in 2010. 
 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 as well as hire more employees to increase our billable services.  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.
 
 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.
 
 At December 31, 2010, the Company had negative working capital of $1,134,000. During the fiscal years ended December 31, 2010, net cash used by operating activities was $176,000; in fiscal 2009, operating activities used $277,000. The Company incurred net losses of $2,429,000 for the fiscal year ended December 31, 2010, an improvement from the fiscal year ended December 31, 2009 when net losses were $7,835,000. Additionally, at December 31, 2010, the Company had a Stockholders’ Deficit of $4,894,000.
 
 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. The Company raised $68,000 from a borrowing from a private investor in February, 2011 convertible into common stock of the Company with a maturity date of November 2011 and 8% interest per annum. It is also the intention of the Company’s management to improve profitability by significantly increasing sales of its environmental services in fiscal 2011 while maintaining reasonable levels general and administrative expenses as the company grows.
  25
  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 working capital needs such as 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.
  26
 
 Item 8.
FINANCIAL STATEMENTS
 
 Index To Consolidated Financial Statements
 
 Report of Independent Registered Public Accounting Firm
F-2Consolidated Balance Sheets as of December 31, 2010 and 2009
F-3Consolidated Statements of Operations for the years endedDecember 31, 2010 and 2009
F-4Consolidated Statements of Changes in Stockholders’Deficit for the years ended December 31, 2010 and 2009
F-5Consolidated Statements of Cash Flows for the years endedDecember 31, 2010 and 2009
F-7Notes to Consolidated Financial Statements
F-8
  
  REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
 
 To the Board of Directors and Stockholders of Environmental Infrastructure Holdings Corp.:
 
 I have audited the accompanying consolidated balance sheets of Environmental Infrastructure Holdings Corp. and subsidiaries (the Company) as of December 31, 2010 and 2009 and the related consolidated statements of operations, stockholders’ deficit, and cash flows for the years then ended. These financial statements are the responsibility of the Company’s management. My responsibility is to express an opinion on these financial statements based on my audits.
 
 I conducted my audits in accordance with the standards of the Public Company Accounting Oversight Board (United States). Those standards require that I plan and perform the audits to obtain reasonable assurance about whether the financial statements are free of material misstatement. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements. An audit also includes assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation. I believe that my audits provide a reasonable basis for my opinion.
 
 In my opinion, the consolidated financial statements referred to above present fairly, in all material respects, the financial position of Environmental Infrastructure Holdings Corp. and subsidiaries as of December 31, 2010 and 2009 and the results of their operations and cash flows for the years then ended in conformity with accounting principles generally accepted in the United States.
 
 The accompanying consolidated financial statements referred to above have been prepared assuming that the Company will continue as a going concern. As discussed in Note 13 to the consolidated financial statements, the Company has incurred losses for the years ended December 31, 2010 and 2009 and has a deficiency in stockholders’ equity at December 31, 2010. These factors raise substantial doubt about its ability to continue as a going concern. Management’s plans in regard to this matter are also described in Note 13. The financial statements do not include any adjustments that might result from the outcome of this uncertainty.
 
 
 /s/ Michael T. Studer CPA P.C.
 
 Freeport, New York
 May 4, 2011
 
  Environmental Infrastructure Holdings Corp.Consolidated Balance SheetsAs of December 31, 2010 and 2009  2010


2009ASSETSCurrent AssetsCash and cash equivalents

$
18,323


$
224,136Accounts receivable, net of allowance for doubtful accounts of $205,000 and $160,000, respectively


481,337



445,085Inventory


94,841



173,655Prepaid expenses and other current assets


-



11,664Total Current Assets


594,501



854,540Property and equipment, net of accumulated depreciationand amortization


8,099



9,919Intangible assets, net of accumulated amortizationand impairment allowances


275,464



281,464Assets of discontinued operation held for sale


40,587



549,228Total Assets

$
918,651


$
1,695,151LIABILITIES AND STOCKHOLDERS' DEFICITCurrent LiabilitiesCurrent portion of debt

$
376,612


$
1,011,478Current portion of secured promissorynote payable to related party


107,202



-Accounts payable


626,616



443,695Accrued expenses


70,121



96,333Accrued compensation


417,358



-Accrued interest


130,844



88,283Total Current Liabilities


1,728,753



1,639,789Long term portion of debt


199,941



245,621Long term portion of secured promissory note payable to related party


300,000



-Liabilities of discontinued operation held for sale


3,584,296



3,061,945Total Liabilities


5,812,990



4,947,355COMMITMENTS AND CONTINGENCIESSTOCKHOLDERS' DEFICITPreferred stock, $.0001 par value; authorized25,000,000 shares, none issuedCommon stock, $.0001 par value; authorized125,000,000 shares:

Issued and outstanding 48,509,795 and  41,811,100 shares, respectively


4,851



4,181Committed to be issued 25,369,235 and 9,609,942, shares, respectively


2,537



961Additional paid in capital


6,130,010



5,345,807Deficit


(11,031,737
)


(8,603,153
)Total Stockholders' Deficit


(4,894,339
)


(3,252,204
)Total Liabilities and Stockholder's Deficit

$
918,651


$
1,695,151
 See accompanying notes to consolidated financial statements.
  F-3
 
 Environmental Infrastructure Holdings Corp.Consolidated Statements of OperationsFor the Years Ended December 31,  2010


2009Revenues

$
3,272,183


$
4,613,191Cost of Revenues


1,877,951



3,340,926Gross Profit


1,394,232



1,272,265Operating ExpensesSelling, general and administrative expenses


2,350,302



1,816,496Operating Loss


(956,070
)


(544,231
)Other (Expense) IncomeInterest Expense


(83,235
)


(72,294
)Interest Income


155



233Total Other (Expense) Income


(83,080
)


(72,061
)Loss from Continuing Operations before Income Tax Provision


(1,039,150
)


(616,292
)Income tax provision


-



31,008Loss from Continuing Operations


(1,039,150
)


(647,300
)Loss from Discontinued Operations, net of income tax (including interest expense of

$539,176 and $33,587 in 2010 and 2009, respectively, and impairment of XIOM related

goodwill upon acquisition by Company of $7,099,110 in 2009)


(1,389,434
)


(7,187,472
)Net Loss

$
(2,428,584
)

$
(7,834,772
)Loss per common share, basic and diluted:Loss from continuing operations

$
(0.02
)

$
(0.02
)Loss from discontinued operations


(0.02
)


(0.26
)Net Loss

$
(0.04
)

$
(0.28
)Weighted average number of common shares outstanding, basic and diluted


68,746,144



27,892,844
 See accompanying notes to consolidated financial statements.
  F-4
  Environmental Infrastructure Holdings Corp.Consolidated Statements of Stockholders' DeficitFor the Years Ended December 31, 2010 and 2009  Common Stock, $.0001 Par Value


Additional





TotalIssued Shares


Shares Committed to be Issued


Paid


Accumulated


Stockholders'Shares


Par Value


Shares


Par Value


In Capital


Deficit


DeficitBalance, December 31, 2008


18,080,005


$
1,808



8,084,942


$
808


$
144,590


$
(493,243
)

$
(346,037
)Net loss for year ended December 31, 2008


-



-



-



-



-



(94,077
)


(94,077
)Balance, December 31, 2008


18,080,005



1,808



8,084,942



808



144,590



(587,320
)


(440,114
)Conversion of convertible note to common stock on December 7, 2009


483,688



48



-



-



149,952



-



150,000Spinoff of subsidiary to members of Equisol on December 7, 2009


-



-



-



-



(144,477
)


(181,061
)


(325,538
)18,563,693



1,856



8,084,942



808Shares retained by EIHC shareholders in reverse merger with Equisol, LLC on December 7, 2009


23,247,407



2,325



1,125,000



113



5,135,432



-



5,137,870Sales of additional shares from December 7, 2009 to December 31, 2009 under XIOM private placement which commenced prior to the reverse merger with Equisol on December 7, 2009, net of offering costs of $39,650


-



-



400,000



40



60,310



-



60,350Net loss for year ended December 31, 2009


-



-



-



-



-



(7,834,772
)


(7,834,772
)Balance, December 31, 2009


41,811,100



4,181



9,609,942



961



5,345,807



(8,603,153
)


(3,252,204
)Additional shares committed to be issued to members of Equisol due to nonreceipt of $1,500,000 by February 5, 2010 per the terms of the membership purchase agreement dated December 7, 2009


-



-



15,643,296



1,564



(1,564
)


-



-Issuance of shares which were committed to be issued to parties at December 31, 2009


1,525,000



153



(1,525,000
)


(153
)


-



-



-Sales of shares under private placement, net of offering costs of $10


440,000



44



-



-



109,946



-



109,990Conversion of debt and accrued interest on January 22, 2010


603,600



60



-



-



162,912



-



162,972Sale of shares in May 2010


750,000



75



-



-



124,925



-



125,000Exercise of stock options pursuant to cashless exercise provisions


456,209



46



-



-



(46
)


-



-Issuance of shares and warrants and shares and warrants committed to be issuedfor consulting services


800,000



80



350,000



35



181,785



-



181,900Issuance of shares and shares committed to be issued pursuant to employment agreements


2,123,886



212



1,290,997



130



179,419



-



179,761Interest expense charge resulting from reduction in conversion price of convertible notes and exercise price of warrants pursuant to December 3, 2010 agreement


-



-



-



-



26,826



-



26,826Net loss for year ended December 31, 2010


-



-



-



-



-



(2,428,584
)


(2,428,584
)Balance, December 31, 2010


48,509,795


$
4,851



25,369,235


$
2,537


$
6,130,010


$
(11,031,737
)

$
(4,894,339
)
  F-5
 
 Environmental Infrastructure Holdings Corp.Consolidated Statements of Cash FlowsFor the Years Ended December 31,  2010


2009Cash Flow from Operating ActivitiesNet Loss

$
(2,428,584
)

$
(7,834,772
)Loss from discontinued operations


1,389,434



7,187,472Adjustments to reconcile net loss to cash used in operating activities:Provision for doubtful accounts


45,000



85,000Depreciation and amortization


9,393



33,074Amortization of debt discounts


5,332



5,949Issuance of stock and warrants for services


361,661Net change in operating assets and liabilities:Accounts Receivable


(81,252
)


219,701Inventory


78,814



(12,242
)Prepaid expenses and other current assets


11,664



(2,958
)Accounts payable


182,921



38,858Accrued expenses


(26,212
)


81,826Accrued compensation


417,358



-Accrued interest


42,561



(3,972
)Net cash provided by (used in) operating activities - continuing operations


8,090



(202,064
)Net cash used in operating activities - discontinued operations


(184,017
)


(74,683
)Net cash used in operating activities


(175,927
)


(276,747
)Cash Flow from Investing ActivitiesIntangible assets additions


-



-Property and equipment additions


(1,573
)


(6,320
)Net cash provided by (used in) investing activities - continuing operations


(1,573
)


(6,320
)Net cash provided by (used in)investing activities - discontinued operations


(5,075
)


323,630Net cash provided by (used in) operating activities


(6,648
)


317,310Cash Flow from Financing ActivitiesIncreases in debt


-



9,241Repayment of debt


(685,878
)


(105,390
)Loans from related party


407,202



-Loans to XIOM (discontinued operation)


(168,644
)


(100,000
)Transfers from XIOM (discontinued operation) of proceeds from private placement pursuant to acquisition of Equisol


-



343,732Proceeds from private placement and private offerings of common stock, net of offering costs


234,990



265,325Net cash provided by (used in) financing activities - continuing operations


(212,330
)


412,908Net cash provided by (used in) financing activities - discontinued operations


168,644



(242,899
)Net cash provided by (used in) financning activities


(43,686
)


170,009Increase (decrease) in cash and cash equivalents


(226,261
)


210,572Cash and cash equivalents, beginning of year


246,725



36,153Cash and cash equivalents, end of year


20,464



246,725Less cash and cash equivalents of discontinued operations at end of year


2,141



22,589Cash and cash equivalents of continuing operations at end of year

$
18,323


$
224,136Supplemental disclosures of cash flow information:Interest paid

$
40,674


$
105,881Income taxes paid

$
3,963


$
31,008Supplemental noncash disclosures:Conversion of Equisol convertible note to common stock onDecember 7, 2009

$
-


$
150,000Conversion of debt and accrued interest to common stock

$
162,972


$
-
 
 F-6
  ENVIRONMENTAL INFRASTRUCTURE HOLDINGS CORP.
 NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
 For The Years Ended December 31, 2010 and 2009
 
 1)
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. (“XIOM”).  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 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”).
 
 On December 7, 2009, EIHC acquired Equisol, LLC (“Equisol”), a Pennsylvania limited liability company established on April 25, 2003. EIHC is the product of a reorganization as a holding company structure whereby the operating company XIOM became a direct wholly owned subsidiary of the Company. EIHC issued 18,563,693 shares to the owners of Equisol and committed to issue 8,084,942 additional shares so that the former owners of Equisol would own 40% of the fully diluted shares of EIHC. Because outstanding shares were 24,372,407 at the time of the acquisition, the sellers received the equivalent of 52% of the outstanding shares of EIHC. In addition, 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. 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 30 to December 31.
 
 Operations
 
 From offices located in Pennsylvania, Texas, and Louisiana, Equisol and its subsidiaries operate as an equipment solutions provider, delivering environmentally friendly products, services, and engineering solutions to customers.
 
 On July 16, 2004, Equisol’s subsidiary PD Acquisition, LLC (“PDIR”)  acquired the business and certain assets of an engineering company, Penn-Del, Inc.,  for a total of approximately $477,790 in cash and 25,000 Class A units of membership interest of Equisol (now 34,261 shares of EIHC Common Stock).
 
 On March 1, 2006, Equisol’s subsidiary Gulf States Acquisition, LLC (“Gulf States”), acquired a 100% stock ownership interest in an engineering company, Gulf States Chlorinator & Pump Inc. (“GSCP”) for $350,000 in cash.
 
 On August 29, 2007, Equisol’s subsidiary Gulf State Acquisition, LLC acquired a 100%  stock ownership in an engineering company, Electrical & Instrumentation, Inc. (“E&I”), for 104,607 Class A Units of membership interest of Equisol (now 143,359 shares of EIHC common stock). Thereafter, the acquired company’s operations were included with Equisol’s operations and the acquiree filed a final income tax return for the period January 1, 2007 to August 29, 2007.  In February 2010, the E&I division of Equisol ceased operations (see Note 7).
  F-7
  In November, 2010, the board of directors of EIHC determined that it was in the best interest of the stockholders to dispose of the XIOM subsidiary. Accordingly, the assets and liabilities of XIOM have been shown as held for sale in the accompanying financial statements. Efforts to sell the XIOM subsidiary were unsuccessful, and on March 25, 2011, XIOM filed a voluntary petition in the United States Bankruptcy Court - Districtof Delaware under Chapter 7 of the United States Bankruptcy Code requesting liquidation of the assets and liabilities of Xiom Corp. As of the filing, Xiom had estimated assets of $340,745 and liabilities of $4,044,878.
 
 2)
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
 
 PRINCIPLES OF CONSOLIDATION
 
 The consolidated balance sheet at December 31, 2010 includes the accounts of EIHC and its wholly-owned subsidiaries Equisol (including Equisol’s Gulf States subsidiary).. The consolidated statements of operations, stockholders’ deficit, and cash flows for the years ended December 31, 2010 and 2009 include the accounts of EIHC and Equisol,. As of December 7, 2009, the Equisol’s PDIR subsidiary was spun off to Equisol’s members prior to the merger with EIHC, and is accounted for prior to that date as a discontinued operation in the consolidated financial statements presented. In November, 2010, the board of directors determined to sell the Company’s wholly-owned subsidiary XIOM Corp, and its results of operations and assets and liabilities are shown as a discontinued operation in 2010 and 2009. All significant intercompany balances and transactions have been eliminated in consolidation.
 
 USE OF ESTIMATES
 
 The preparation of financial statements in conformity with generally accepted accounting principles  in the United States 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.
 
 FAIR VALUE OF FINANCIAL INSTRUMENTS
 
 The Company’s financial instruments consist of cash and cash equivalents, accounts receivable, net, debt, accounts payable, and accrued expenses.  The fair value of these financial instruments approximate their carrying amounts reported in the balance sheets due to the short term activities of these instruments and/or based on valuations of instruments with similar terms.
 
 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 are satisfied through credit approvals. Delivery criteria are 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.
  F-8
  CASH AND CASH EQUIVALENTS
 
 For the purpose of financial statement presentation, the Company includes cash on deposit, money market funds, and amounts held by brokers in cash accounts as cash. The Company considers securities with maturity of three months or less when purchased 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 of water treatment systems and is valued at the lower of cost (first-in, first-out) or market. See Note 4.
 
 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. See Note 5.
 
 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.
  IMPAIRMENT OF LONG-LIVED ASSETS
  In accordance with Accounting Standards Codification (“ASC”) ASC 360-10-35, "Accounting for the Impairment or Disposal of Long-Lived Assets", the Company reviews long-lived assets, including its property and equipment, goodwill and other intangible assets, which include trade names and customer accounts and patents, for impairment whenever circumstances and situations change such that there is an indication that the carrying amounts may not be recovered. In such circumstances, the Company will estimate the future cash flows expected to result from the use of the asset and its eventual disposition. Future cash flows are the future cash inflows expected to be generated by an asset less the future outflows expected to be necessary to obtain those inflows. If the sum of the expected future cash flows (undiscounted and without interest charges) is less than the carrying amount of the asset, the Company will recognize an impairment loss to adjust to the fair value of the asset.
 
 Coincident to the 2009 acquisition of XIOM, the Company recorded an impairment loss on the goodwill resulting from its acquisition of XIOM of $7,099,110. See Note 6.
  At December 31, 2010, the discontinued operations of XIOM include impairment charges of $56,552 relating to:
 
 Property and equipment

$
31,552Note receivable from and minority investment in publicly traded entity


25,000Total

$
56,552
  EARNINGS (LOSS) PER SHARE
 
 The Company follows Financial Accounting Standards Board Accounting Standards Codification (“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.
  F-9
  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. For the years ended December 31, 2010 and 2009, the diluted loss per common share calculation excluded the following potentially dilutive securities:
 
 Common Shares EquivalentYear Ended December 31,2010

2009Convertible notes payable (see Note 7)


7,635,017



2,239,700Stock options  (see Note 10)


5,519,000



6,186,500Common stock purchase warrants (see Note 10)


5,093,916



3,653,916Total


18,247,933



12,080,116
 
 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.
 
 The Company follows ASC 740 rules governing uncertain tax positions which provides guidance for recognition and measurement. This prescribes a threshold condition that a tax position must meet for any of the benefits of the uncertain tax position to be recognized in the financial statements. It also provides accounting guidance on derecognization, classification and disclosure of these uncertain tax positions.
  Interest costs and penalties related to income taxes are classified as interest expense and selling, general and administrative costs, respectively, in the Company's financial statements. For the years ended December 31, 2010 and 2009, the Company did not recognize any interest or penalty expense related to income taxes. The Company is currently subject to a three-year statute of limitations by major tax jurisdictions.
  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, 2010 and 2009, all foreign sales were transacted in U.S. dollars.
  F-10
  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.
 
 RECENTLY ISSUED ACCOUNTING PRONOUNCEMENTS
 
 Recently Adopted Accounting Pronouncements
  The FASB has issued ASU 2010-29, Business Combinations (Topic 805): Disclosure of Supplementary Pro Forma Information for Business Combinations. This ASU reflects the decision reached in EITF Issue No. 10-G. The amendments in this ASU affect any public entity that enters into business combinations that are material on an individual or aggregate basis.
  The amendments in this ASU specify that if a public entity presents comparative financial statements, the entity should disclose revenue and earnings of the combined entity as though the business combination(s) that occurred during the current year had occurred as of the beginning of the comparable prior annual reporting period only. The amendments also expand the supplemental pro forma disclosures to include a description of the nature and amount of material, nonrecurring pro forma adjustments directly attributable to the business combination included in the reported pro forma revenue and earnings.
  The amendments were effective prospectively for business combinations for which the acquisition date is on or after the beginning of the first annual reporting period beginning on or after December 15, 2010. The adoption of this amendment did not have a material impact on the Company’s financial statements.
 
 The FASB has issued ASU No. 2010-12, Income Taxes (Topic 740): Accounting for Certain Tax Effects of the 2010 Health Care Reform Acts. This ASU updates the Codification for the SEC Staff Announcement, Accounting for the Health Care and Education Reconciliation Act of 2010 and the Patient Protection and Affordable Care Act. That announcement provides guidance on the accounting effect, if any, that arises from the different signing dates between the Health Care and Education Reconciliation Act of 2010, which is a reconciliation bill that amends the Patient Protection and Affordable Care Act (collectively the "Acts"). This announcement provides that after consultation with the FASB staff, the Office of the Chief Accountant would not object to a view that the two Acts should be considered together for accounting purposes. For this specific fact pattern, the SEC staff would not object to a registrant incorporating the effects of the Health Care and Education Reconciliation Act of 2010 when accounting for the Patient Protection and Affordable Care Act. This view is based in part on the SEC staff's understanding that the two Acts, when taken together, represent the current health care reforms as passed by Congress and signed by the President. The SEC staff does not believe that it would be appropriate to analogize to this view in any other fact patterns. The adoption of this amendment did not have a material impact on the Company’s financial statements.
 
 The FASB issued Accounting Standards Update (ASU) No. 2010-11, Derivatives and Hedging (Topic 815): Scope Exception Related to Embedded Credit Derivatives, which clarifies the type of embedded credit derivative that is exempt from embedded derivative bifurcation requirements. The amendments in the ASU were effective for each reporting entity at the beginning of its first fiscal quarter beginning after June 15, 2010. The adoption of this amendment did not have a material impact on the Company’s financial statements.
  F-11
  The FASB issued Accounting Standards Update (ASU) No. 2010-09, Subsequent Events (Topic 855): Amendments to Certain Recognition and Disclosure Requirements, which removes the requirement for an SEC filer to disclose a date through which subsequent events have been evaluated in both issued and revised financial statements. Revised financial statements include financial statements revised as a result of either correction of an error or retrospective application of U.S. GAAP. All of the amendments in the ASU were effective upon issuance (February 24, 2010. The adoption of this amendment did not have a material impact on the Company’s financial statements.
 
 The FASB has issued Accounting Standards Update (ASU) No. 2010-08, Technical Corrections to Various Topics,thereby amending the FASB Accounting Standards CodificationTM (Codification). This ASU resulted from a review by the FASB of its standards to determine if any provisions are outdated, contain inconsistencies, or need clarifications to reflect the FASB’s original intent. The amendments do not fundamentally change U.S. GAAP. However, certain clarifications on embedded derivatives and hedging reflected in Topic 815, Derivatives and Hedging , may cause a change in the application of the guidance in Subtopic 815-15. The clarifications of the guidance on embedded derivatives and hedging (Subtopic 815-15) are effective for fiscal years beginning after December 15, 2009. The amendments to the guidance on accounting for income taxes in a reorganization (Subtopic 852-740) applies to reorganizations for which the date of the reorganization is on or after the beginning of the first annual reporting period beginning on or after December 15, 2008. All other amendments are effective as of the first reporting period (including interim periods) beginning after the date this ASU was issued (February 2, 2010). The adoption of this amendment did not have a material impact on the Company’s financial statements.
 
 The FASB has issued ASU No. 2010-06, Fair Value Measurements and Disclosures (Topic 820): Improving Disclosures about Fair Value Measurements. This ASU requires some new disclosures and clarifies some existing disclosure requirements about fair value measurement as set forth in Codification Subtopic 820-10. The ASU 2010-06 was effective for interim and annual reporting periods beginning after December 15, 2009, except for the disclosures about purchases, sales, issuances, and settlements in the roll forward of activity in Level 3 fair value measurements. Those disclosures are effective for fiscal years beginning after December 15, 2010, and for interim periods within those fiscal years. The adoption of this amendment did not have a material impact on the Company’s financial statements.
 
 The FASB has issued ASU No. 2010-02, Consolidation (Topic 810) – Accounting and Reporting for Decreases in Ownership of a Subsidiary - A Scope Clarification. This ASU clarifies the application of the scope of the decrease in ownership provisions of Subtopic 810-10 and related guidance. The amendments in this ASU expand the disclosure requirements about deconsolidation of a subsidiary or derecognition of a group of assets. ASU 2010-02 is effective beginning in the period that an entity adopts FASB Statement No. 160, Noncontrolling Interests in Consolidated Financial Statements - an amendment of ARB 51 (now included in Subtopic 810-10). If an entity has previously adopted Statement 160, the amendments are effective beginning in the first interim or annual reporting period ending on or after December 15, 2009. The adoption of this amendment did not have a material impact on the Company’s financial statements..
 
 The FASB has issued Accounting Standard Update (ASU) No. 2010-01, Equity (Topic 505): Accounting for Distributions to Shareholders with Components of Stock and Cash. The amendments to the Codification in this ASU clarify that the stock portion of a distribution to shareholders that allows them to elect to receive cash or stock with a potential limitation on the total amount of cash that all shareholders can elect to receive in the aggregate is considered a share issuance that is reflected in earnings per share prospectively and is not a stock dividend. This ASU codifies the consensus reached in EITF Issue No. 09-E, "Accounting for Stock Dividends, Including Distributions to Shareholders with Components of Stock and Cash," and is effective for interim and annual periods ending on or after December 15, 2009, and should be applied on a retrospective basis. The adoption of this amendment did not have a material impact on the Company’s financial statements.
 
 Recently Issued Accounting Pronouncements Not Yet Adopted
  The FASB has issued Accounting Standards Update (ASU) No. 2011-02, Receivables (Topic 310): A Creditor’s Determination of Whether a Restructuring Is a Troubled Debt Restructuring. The ASU clarifies which loan modifications constitute troubled debt restructurings. It is intended to assist creditors in determining whether a modification of the terms of a receivable meets the criteria to be considered a troubled debt restructuring, both for purposes of recording an impairment loss and for disclosure of troubled debt restructurings. In evaluating whether a restructuring constitutes a troubled debt restructuring, a creditor must separately conclude that both of the following exist: (a) the restructuring constitutes a concession; and (b) the debtor is experiencing financial difficulties. The amendments to FASB Accounting Standards CodificationTM (Codification) Topic 310, Receivables, clarify the guidance on a creditor’s evaluation of whether it has granted a concession and whether a debtor is experiencing financial difficulties. The new guidance is effective for interim and annual periods beginning on or after June 15, 2011, and applies retrospectively to restructurings occurring on or after the beginning of the fiscal year of adoption. The Company is evaluating the impact this ASU may have on its financial statements.
 
 F-12
 
 The FASB has issued ASU No. 2010-28, Intangibles - Goodwill and Other (Topic 350): When to Perform Step 2 of the Goodwill Impairment Test for Reporting Units with Zero or Negative Carrying Amounts. This ASU reflects the decision reached in EITF Issue No. 10-A. The amendments in this ASU modify Step 1 of the goodwill impairment test for reporting units with zero or negative carrying amounts. For those reporting units, an entity is required to perform Step 2 of the goodwill impairment test if it is more likely than not that a goodwill impairment exists. In determining whether it is more likely than not that a goodwill impairment exists, an entity should consider whether there are any adverse qualitative factors indicating that an impairment may exist. For public entities, the amendments in this ASU are effective for fiscal years, and interim periods within those years, beginning after December 15, 2010. The Company is evaluating the impact this ASU may have on its financial statements.
 
 The FASB issued ASU No. 2010-17, Revenue Recognition—Milestone Method (Topic 605): Milestone Method of Revenue Recognition. This ASU codifies the consensus reached in EITF Issue No. 08-9, “Milestone Method of Revenue Recognition.” The amendments to the Codification provide guidance on defining a milestone and determining when it may be appropriate to apply the milestone method of revenue recognition for research or development transactions. ASU 2010-17 is effective on a prospective basis for milestones achieved in fiscal years, and interim periods within those years, beginning on or after June 15, 2010. The Company is evaluating the impact this ASU may have on its financial statements.
  3)
ACQUISITION OF EIHC AND DISCONTINUED OPERATIONS
  As noted above, on December 7, 2009, EIHC (legal acquirer) acquired Equisol and its subsidiaries (legal acquiree) in a transaction which has been accounted for in the accompanying financial statements as a reverse merger. As a result, the financial position and results of operations of EIHC and its subsidiary XIOM prior to the date of the acquisition have been excluded from the accompanying financial statements.  In connection with the merger, Equisol members received 18,563,693 shares and were entitled to receive an additional 8,084,942 shares. At the closing price on the date of acquisition, this represented consideration of $7,728,104.
  The estimated fair values of the identifiable net assets of EIHC (and XIOM) at December 7, 2009 (date of acquisition) consisted of:
  F-13
 Cash and cash equivalents, including $268,975 held in escrow from XIOM private placement offering

$
348,028Accounts receivable (net of allowance for doubtful accounts of $85,000)


17,614Stock subscription receivable (collected December 8, 2009)


204,975Inventory


178,584Prepaid expenses and other current


22,562Property and equipment, net


167,263Patents


2,400Retainage receivable


51,851Investment in and advances to investee


50,000Security deposits


11,445Total assets


1,054,722Current portion of debt


1,819,311Accounts payable


416,783Accrued expenses


276,107Accrued compensation


150,000Accrued interest


373,426Total liabilities


3,035,627Identifiable net assets

$
(1,980,905
)
 Goodwill of $7,099,110 (excess of the $5,118,205 estimated fair value, based on the stock trading price on the date of the acquisition, of the 24,372,407 shares retained by EIHC (formerly XIOM) shareholders over the $1,980,905 negative identifiable net assets of XIOM) was recorded at the December 7, 2009 acquisition date. As the Company believed that the estimated fair value of the goodwill recorded by EIHC was $0, the entire $7,099,110 goodwill was written off as an impairment loss on the December 7, 2009 acquisition date.
  The following pro forma information summarizes the results of operations for the period indicated as if the acquisition occurred at December 31, 2007. The pro forma information is not necessarily indicative of the results that would have been reported had the transaction actually occurred on December 31, 2007, nor is it intended to project results of operations for any future period.
  Pro Forma

Year Ended December 31,


Year Ended December 31,2009


2008Revenues

$
5,340,707


$
8,590,266Cost of Revenues


3,868,835



5,756,163Gross profit


1,471,872



2,834,103Selling, general and administrative expenses


5,014,356



5,598,628Operating  loss


(3,542,484
)


(2,764,525
)Interest expense, net


(1,104,787
)


(442,805Loss from continuing operations before income tax provision


(4,647,271
)


(3,207,330Income tax provision


(31,008
)


(13,319
)Loss from continuing operations


(4,678,279
)


(3,220,649Income from discontinued operations, net of income tax


2,661



87,309Net loss

$
(4,675,618
)

$
(3,133,340Diluted loss per common share

$
(0.17
)

$
(0.12
)
  F-14
  In November, 2010, the board of directors of EIHC determined that it was in the best interest of the stockholders to dispose of the XIOM subsidiary. Accordingly, the assets and liabilities of XIOM have been shown as held for sale in the accompanying financial statements. Efforts to sell the XIOM subsidiary were unsuccessful, and on March 25, 2011, XIOM filed a voluntary petition in the United States Bankruptcy Court – District of Delaware under Chapter 7 of the United States Bankruptcy Code requesting liquidation of the assets and liabilities of Xiom Corp. As of the filing, Xiom had estimated assets of $340,745 and liabilities of $4,044,878.
 
 4)
INVENTORY
  Inventory consisted of finished goods of $94,841 and $173,656 at December 31, 2010 and 2009 , respectively.
 
 5)
PROPERTY AND EQUIPMENT
 
 Property and equipment, net, consisted of the following as of December 31, 2010 and 2009:
 
 Useful Life- Years


2010


2009Machinery and equipment

5-10


$
66,072


$
64,499Vehicles

3-5



28,587



28,587Furniture and fixtures

5-7



5,522



5,522100,181



98,608Less accumulated depreciation and amortization





(92,082
)


(88,689
)Property and equipment, net




$
8,099


$
9,919
 
 Depreciation and amortization of property and equipment for the years ended December 31, 2010 and 2009 was $3,393 and $27,074, respectively.
 
 6)
GOODWILL AND OTHER INTANGIBLE ASSETS
  Intangible assets, net, consisted of the following as of December 31, 2010 and 2009:
 
 2010

2009Goodwill:Acquisition of EIHC (formerly XIOM) on December 7, 2009

$
7,099,110


$
7,099,110Impairment recognized on acquisition of EIHC(formerly  XIOM)


(7,099,110
)


(7,099,110
)Net


-



--Acquisition of Gulf States Chlorinator & Pump Inc.on March 1, 2006


237,464



237,464Other Intangible Assets:Trade name and customer accounts:Acquisition of intangible assets of KerriganDupree, Inc. on April 17, 2007


60,000



60,000Accumulated amortization


(22,000
)


(16,000
)Net


38,000



44,000Intangible assets, net

$
275,464


$
281,464
  F-15
  Goodwill is not amortized but is reviewed for impairment at least annually. The trade name and customer accounts and the patent costs are amortized over their estimated economic lives of 10 years. Expected future amortization of intangible assets for the years ending December 31, 2011, 2012, 2013, 2014, and 2015 is $6,000.
 
 7)
DEBT
 
 Debt consisted of the following at December 31, 2010 and 2009:
 
 2010


2009Equisol:Due bank under revolving line of credit, interest at prime rate plus 1%, due in May, 2010 pursuant to annual‘clean-up” provision, secured by  Equisol assets, rightof offset and personal guaranties of  two officers of theCompany and their spouses. The balance owing of $400,000 under this line of credit was substantially satisfied by cash advances received by it in August 2010 from the Company’s spun-off PDIR/ Penn-Del subsidiary (see note 8)

$
-


$
400,000Due another bank under E&I revolving line of credit,  interest at 6.05% (default rate of 18%) and 7.25%, respectively, due 6/29/10, secured by accounts receivable of E&I ($0 at December 31, 2009 ) and by a right of setoff related to cash held at this bank. At 12/31/09, this bank held personal guaranties of the former owners of  E&I;on February 25, 2010, the remaining balance due under this line of credit was paid down to zero by the Company.  However, the former owners of E&I have retained borrowing authority under the line of credit and new borrowings have continued to occur since that date. To the date of the issuance of these financial statements, known borrowings under the line of credit in E & I’s name have been $29,000, the proceeds of which may be used to satisfy the $43,357 listed below in this table as due to the former owners at December 31, 2010, in a similar self-reimbursement to that of approximately $70,000 made by them from the line in 2008. In March 2010, the former owners reimbursed themselves $8,200, of which $3,495 was applied to reduce the amount due them by the Company and $4,705 represented expenses paid claimed by them as reimburseable Company expenses. As discussed in Note 12 under “Legal Proceedings” in the fourth paragraph, the former owners of E&I commenced an action alleging breach of contract of employment agreement.The Company believes its financial exposures concerning the former owners is likely limited to the extent of the remainder due of the $43,357. Management of the Company has indicated it is legally dissolving E&I which has already merged out of existence for income tax purposes


16,508



150,000Convertible debt due related parties and others, interest at8%, due on demand, secured byall Equisol assets under a lien junior to that of the$400,000 promissory note payable to related party (see note 8),convertible intoEquisol membership units (net of unamortized discountsof $0 and $5,332, respectively)


162,067



214,254Loan payable to chief executive officer of the Company,interest at 8%, due on demand


112,600



145,581Loan payable to former owners of E & I, interest at 0%, due on demand (see the related discussion above in thistable related to the balance due of $16,508 and $150,000 atDecember 31, 2010 and 2009, respectively, under the revolving line of creditwith another bank)


43,357



46,852Gulf States:SBA guaranteed loan payable to financial institution,interest at prime rate plus 2.75%, due in monthly installments of principal and interest of $5,000 with balance due on May 31, 2016, secured by guaranties of Equisol and two officers of the Company, certain   personal property, and certain real property owned by two officers of the Company. The loanrequires, among other things, prior lender writtenconsent concerning transfer or disposal of Companyassets, payment of distributions, or changes in ownershipstructure during the period the loan is outstanding


242,021



289,446Vehicle loans


-



2,259EIHC:Loan payable to financial institution for insurancepremium financing, interest at 10.6%, due in 7 monthlyinstallments of principal and interest of $1,311 fromMarch 2010 to September 2010


-



8,707Total


576,553



1,257,099Less current portion of debt


(376,612
)


(1,011,478
)Long term portion of debt

$
199,941


$
245,621
  F-16
  Maturities of the debt as of December 31, 2010 for the next five years and thereafter are as follows:
 
 Year endingDecember 31,2011

$
376,6122012


42,9722013


47,0032014


47,1142015


50,707Thereafter


12,145Total

$
576,553
  Accrued interest on debt consisted of the following at December 31, 2010 and 2009:
 
 2010


2009Equisol loan payable to chief executive officer of the Company

$
82,997


$
66,213Equisol convertible debt


35,866



22,070Accrued interest on secured promissory note payable to a related party


11,981



-Total

$
130,844


$
88,283
  Interest expense incurred for the years ended December 31, 2010 and 2009 is summarized as follows:
  2010


2009Equisol

$
66,990


$
51,075Gulf States


16,245



21,219Total

$
83,235


$
72,294
 Debt Relating to Discontinued Operation
  Debt relating to the Company’s wholly-owned subsidiary XIOM Corp. consisted of the following at December 31, 2010 and 2009:
  2010


2009Convertible notes sold to investors in 2007, interest at 7% (default rate of 15%), originally due April 2012 (but acceleratable since required Registration Statement was not declared effective by June 2008, one year from the final closing date of the related private offering), convertible at a conversion price of $1.50 per share

$
820,000


$
940,000Convertible note sold to investor in April 2008, interest at 7%, due March 2010, convertible at a conversion price of $1.50 per share – in technical default


500,000



500,000Convertible notes sold to investors from June 2009 to August 2009, interest at 100%, due from December 2009 to February 2010, convertible at a conversion price equal to 75% of the 30 day  moving average of the closing price of the Company’s common stock immediately prior to such conversion – in technical default


350,000



350,000Loan payable to former chief executive officer of XIOM, interest at 0%, due on demand


29,311



29,311Total

$
1,699,311


$
1,819,311
  F-17
  8)
NOTE PAYABLE TO RELATED PARTY
 
 In August 2010, Equisol received cash advances of approximately $400,000 from PDIR, LLC to satisfy Equisol’s obligations under its bank line of credit (See Note 7).  PDIR, LLC is controlled by two officers of the Company.
 
 The $400,000 promissory note is due in 4 equal installments of $100,000 plus accrued interest thereon at a rate of 8% per annum (overdue principal of 12% per annum) and is secured by all the assets of Equisol, which total $498,834 at December 31, 2010.
 
 The $407,202 balance of the note is due as follows:
 Year Ending December 31,2011

$
107,2022012


100,0002013


100,0002014


100,000Total

$
407,202
  9)
COMMON STOCK
 
 As described in Note 1, the acquisition of Equisol on December 7, 2009 was accounted for as a reverse merger of EIHC into Equisol. Accordingly, the accompanying financial statements reflect issued shares and shares committed to be issued at December 31, 2009 and prior to the reverse merger based on the number of shares issued (18,563,693 shares) and committed to be issued (8,084,942 shares), or 26,648,635 shares total, to Equisol members on December 7, 2009 pursuant to the reverse merger and exclude EIHC (formerly XIOM Corp.) equity transactions prior to the reverse merger on December 7, 2009. The fair value of the issued shares (23,247,407 shares) and shares committed to be issued (1,125,000 shares), or 24,372,407 shares total, relating to the shares retained by EIHC (formerly XIOM Corp.) shareholders pursuant to the reverse merger on December 7, 2009 has been reflected as consideration for the reverse purchase of XIOM at December 7, 2009 (see Note 3).
 
 The 24,372,407 shares retained by EIHC (formerly XIOM Corp.) shareholders at December 7, 2009 increased from 18,722,357 shares issued and committed to be issued at September 30, 2009, as follows:
 
 Issued and committed to be issued shares at September 30, 2009


18,722,357Shares issued for services by XIOM former chief executive officer andconsultants coincident to completing reverse merger with an estimatedvalue of $748,516 based on the stock trading price


2,250,050Shares sold at $0.20 per share to a convertible note holder of  XIOM (a)


2,300,000Shares sold at $0.25 per share (b)


1,100,000Issued and committed to be issued shares at December 7, 2009


24,372,407
 
 (a)  $250,000 of the $460,000 proceeds from the sale of the 2,300,000 shares were received by XIOM prior to December 7, 2009, while $204,975, net of offering costs of $5,025, was received  by the Company on December 8, 2009.
 
 At December 31, 2010, the XIOM convertible note holder holding the 2,300,000 shares also holds $125,000 of notes sold to investors from June 2009 to August 2009 that were due between December 2009 and February 2010, with a conversion price equal to 75% of the 30 day moving average of the closing price of the common stock prior to such conversion.
 
 (b) On October 15, 2009, XIOM commenced a private placement whereby it planned to sell a minimum of $250,000 and a maximum of $2,000,000 of its $.0001 Par Value Common Stock to accredited investors at a subscription price of $0.25 per unit, which unit included one share of common stock and one warrant to purchase its common stock at $.75 per share. Under the offering, the warrants to purchase common stock are callable if the trading price of the shares close at a price of $1.50 per share for 30 consecutive days. Prior to December 7, 2009, proceeds of $275,000 from subscribers were deposited into escrow, representing 1,100,000 shares issuable under the offering. From December 7, 2009 to December 31, 2009, another $100,000 was deposited into escrow, representing 400,000 shares issuable under the offering. In January and February 2010, $110,000 was deposited into escrow from subscribers, representing 440,000 shares issuable under the offering.
  F-18
 
 Below is a summary of the private placement made by XIOM coincident to the reverse merger:
 
 Date deposited into Escrow

Shares of Common Stock Sold at $.25


Gross Proceeds of the Offering


Offering Costs


Net ProceedsPrior to  December 7, 2009


1,100,000


$
275,000


$
6,025


$
268,975From December 7, 2009 to December 31, 2009


400,000



100,000



39,650



60,350Through December 31, 2009


1,500,000



375,000



45,675



329,325January 1, 2010 to February 18, 2010


440,000



110,000



10



109,990Total


1,940,000


$
485,000


$
45,685


$
439,315
 
 For the period December 7, 2009 to December 31, 2009, proceeds from XIOM private placement offerings, net of offering costs, consisted of:
 
 Shares sold at $0.20 per shares to a convertible noteholder of XIOM

$
204,975Shares  sold at $0.25 per share in private placement


60,350Total

$
265,325
 
 Coincident to the reverse merger on December 7, 2009, one of Equisol’s convertible debt holders (the father of the Chief Executive Officer of Equisol – see Note 13 - Employment Agreements) converted $150,000 of Debt into 483,688 shares of EIHC common stock (equivalent to 352,941 membership units of Equisol).
 
 From December 7, 2009 (after the reverse merger) to December 31, 2009, the Company sold a total of 400,000 shares of EIHC common stock to investors at a price of $0.25 per share for gross proceeds of $100,000. After deducting costs of $39,650 relating to the related private placement, net proceeds to the Company were $60,350. In connection with these sales, the investors received a total of 400,000 warrants exercisable into up to 400,000 shares of common stock at an exercise price of $0.75 per share to December 31, 2012.
  Effective January 15, 2010, the Company issued 244,444 shares of its common stock to the daughter of the former chief executive officer of XIOM (to October 31, 2009) pursuant to a cashless exercise of 300,000 stock options which had been granted to her in May 2009.
 
 Effective January 15, 2010, the Company issued 150,000 shares of its common stock (issued September 15, 2010) to a consultant for services rendered. The $40,500 fair value of the shares was included in selling, general and administrative expenses in the three months ended March 31, 2010.
 
 Effective January 22, 2010, the Company issued 603,600 shares of its common stock to a noteholder in satisfaction of debt ($140,000) and accrued interest ($42,472).
 
 Effective February 5, 2010, the Company committed to issue an additional 15,643,296 shares of its common stock to the former members of Equisol, LLC due to nonreceipt of $1,500,000 by February 5, 2010 per the terms of the membership purchase agreement dated December 7, 2009.
 
 Effective February 17, 2010, the Company issued 211,765 shares of its common stock to a former consultant to XIOM pursuant to a cashless exercise of 300,000 stock options which had been granted to him in May 2009.
 
 On March 30, 2010, the Company issued 250,000 shares of its common stock to the former chief executive of XIOM (to October 31, 2009) for services rendered.  The $42,500 fair value of the shares was included in selling, general and administrative expenses in the three months ended March 31, 2010.
 
 On May 20, 2010, the Company committed to issue 750,000 shares of its common stock to an investor in exchange for $125,000 cash.
 
 Effective September 20, 2010, the Company issued 250,000 shares of its common stock for consulting services rendered.  The $10,000 fair value of the shares was included in Selling, General, and Administrative expenses in the three months ended September 30, 2010.
  On November 19, 2010, the Company committed to issue a total of 500,000 shares and 1,000,000 warrants exercisable at $0.25 per share to December 31, 2013 to two consultants pursuant to a Consulting Agreement dated November 19, 2010 (see Note 12).  The $47,500 fair value of the shares and the $41,900 fair value of the warrants (valued using the Black Scholes option pricing model and the following assumptions: exercise price = $0.25 per share, term = 1138 days; risk free interest rate = 1.1283%, expected volatility = 100%), or $89,400 total, was included in selling, general, and administrative expenses in the three months ended December 31, 2010.
  For the year ended December 31, 2010, the Company committed to issue a total of 3,414,883 shares of its common stock pursuant to the three employment agreements discussed in Note 12.  The $179,761 fair value of the shares was included in selling, general, and administrative expenses in the year ended December 31, 2010.
  Of the 25,369,235 shares committed to be issued at December 31, 2010, 1,440,997 shares were issued on February 23, 2011, 23,728,238 shares were issued on March 24, 2011, and 200,000 shares committed to be issued have not yet been issued.
 F-19
  10)
STOCK OPTIONS AND COMMON STOCK PURCHASE WARRANTS
 
 A summary of stock option and warrant activity for the years ended December 31, 2009 and 2010 follows:
 
 Common Shares EquivalentStock Options


WarrantsOutstanding at December 31,  2008


-



-Prior XIOM grants honored in connection with reverseMerger with Equisol on December 7, 2009


6,186,500



3,253,916Granted and issued (see Note 9)


-



400,000Exercised


-



-Forfeited/ expired/ cancelled


-



-Outstanding at December 31, 2009


6,186,500



3,653,916Granted and issued (See Note 9)


-



1,440,000Exercised (See Note 9)


(456,209
)


-Forfeited/expired/cancelled (See Note 9)


(211,291
)


-Outstanding at December 31, 2010


5,519,000



5,093,916
 
 Stock options outstanding at December 31, 2010 follow:
 
 Granted in

Year Ended

Number

Outstanding


Exercise

ExpirationDecember 31,

and Exercisable


Price

Date2006


214,000


$
0.50

February 28. 20112006


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, 20122007


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


300,000


$
0.05

May 26, 2014Total


5,519,000
 
 Warrants outstanding at December 31, 2010 follow:
 
 Issued in Year Ended

Number Outstanding


Exercise

ExpirationDecember 31,

and Exercisable


Price

Date2007


666,666


$
2.00

June 20122007


666,666


$
2.50

June 20122007


154,667


$
1.00

June 20122007


154,667


$
1.25

June 20122008


250,000


$
1.50

March 20132008


250,000


$
1.80

March 20132008


6,250


$
2.00

March 20132008


5,000


$
2.50

March 20132009


1,100,000


$
0.75

December 31, 20122009


400,000


$
0.75

December 31, 20122010


440,000


$
0.75

December 31, 20122010


1,000,000


$
0.25

December 31, 2013Total


5,093,916
  F-20
  As a result of the Chapter 7 filing of the Xiom subsidiary, it is expected that all Xiom related options and warrants are immediately terminated.
 
 11)
INCOME TAXES
 
 For 2009 and prior years, EIHC, Equisol, GSCP, and XIOM have filed separate federal and state income tax returns; returns for 2010 have not yet been filed. Equisol filed its returns as a partnership and as such their federal taxable income (loss) has been allocated and taxed to their members and were not taxable to Equisol. For income taxes, GSCP has used February 28 as its year end.
 
 For the years ended December 31, 2010 and 2009, the income tax provision consisted of:
  2010


2009GSCP - Federal income tax

$
-


$
26,343GSCP – State income tax


-



4,375Equisol – State income tax


-



290Total

$
-


$
31,008
 
 For the years ended December 31, 2010 and 2009, the income tax provision differed from the amount computed by applying the statutory United States federal income tax rate of 35% to income (loss) from continuing operations before income tax provision. The sources of the difference follow:
  2010


2009Expected tax at 35%

$
(850,004
)

$
(2,729,478
)Nondeductible impairment of  goodwill


-



2,484,689Tax effect of Equisol taxation as a partnership


-



250,756Change in valuation allowance


850,004



20,376State income tax


-



4,665Actual income tax provision

$
-


$
31,008
  As of December 31, 2010, EIHC had net operating loss carryforwards of approximately $500,000 which expire in 2029 and 2030.
  As of December 31, 2010 and 2009, XIOM had net operating loss carryforwards of approximately $7,300,000 and $6,000,000, respectively, which expire at various dates through 2030.
  Changes in the ownership of EIHC or XIOM that have occurred in the past or that could occur in the future may limit the future utilization of these net operating 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, 2010 and 2009, the Company maintained 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.
  At December 31, 2010 and 2009, the net deferred tax asset consists of:
  2010


2009Deferred tax asset relating to net operatingloss carry forwards of EIHC

$
175,000


$
-Deferred tax asset relating to net operatingloss carry forwards of Xiom


2,555,000



2,100,000Valuation Allowance


(2,730,000
)


(2,100,000
)Deferred tax asset, net

$
-


$
-
 12)
COMMITMENTS AND CONTINGENCES
 
 LEASES
 
 The Company’s subsidiaries lease office, manufacturing and warehouse space pursuant to various leases on a month-to-month basis. Rent expense for 2010 and 2009 was approximately $60,993 and $96,525, respectively.
 
 On January 13, 2010, GSCP executed a lease agreement for office and warehouse space in Baton Rouge, Louisiana for a term of five years from February 1, 2010 to January 31, 2015 at a base rent of $1,950 per month. Under the lease agreement, GSCP has an option to renew the lease for two additional terms of three years each at base rent plus 4% increases per year.
  At December 31, 2010, the minimum payments under operating leases for the next five years and thereafter are as follows:
 Year ending December 31,2011

$
23,4002012


23,4002013


23,4002014


23,4002015


1,950Thereafter


-TOTAL

$
95,550
  EMPLOYMENT AGREEMENTS
 
 Coincident with the acquisition of GSCP on March 1, 2006, Equisol executed two employment agreements with the seller and his brother (the “Executives”) to serve as officers of the acquired company for initial terms of five years. The agreements automatically renew for one year terms unless either party provides 60 days prior written notice not to renew. Each of the two agreements provides for a base salary of at least $60,000 per year and annual payments equal to 25% of Net Income of the acquired company, as defined. Under the agreements, the Executives have agreed during the term of the agreements and for a period of two years following the Date of Termination not to compete or interfere with the Company’s business. As discussed below under LEGAL PROCEEDINGS, the Executives filed a complaint on August 4, 2010 to terminate their employment agreements for good cause and unspecified damages..
  F-21
  In December 2009 and January 2010, the Company, Equisol, and XIOM executed three employment agreements with the three chief executive officers of EIHC, Equisol, and XIOM, respectively.
 
 The agreement with EIHC’s chief executive officer has a term of two years and provides for a base salary of $175,000 per year, annual stock grants equal to $100,000, a fixed bonus of no less than $175,000 per year, and two fully vested exercisable stock options to purchase 10% of the then issued and outstanding common stock of the Company on each of the two dates that the Company attains annual revenues of $20,000,000 and $30,000,000 (at an exercise price equal to the market price on the date of the grant). The agreement provides for fringe benefits such as Company paid life insurance and 401(K) plan participation. It also contains provisions related to termination of the executive, whom may be entitled to a cash payment over 24 months equal to twice his base pay under certain circumstances.
 
 The agreement with Equisol’s chief executive officer has a term of three years and provides for a base salary of $100,000 per year and annual stock grants equal to $50,000. The agreement also provides for certain fringe benefits.
  The agreement with XIOM’s chief executive officer has a term of three years and provides for a base salary of $120,000 per year, annual stock grants equal to $30,000, a bonus of no less than 1% of XIOM’s net income per year, and signing grants of 250.000 stock options (to vest 20% per year of service), and 500,000 additional stock options (to vest 20% each year that XIOM gross revenues exceed $10,000,000).  The agreement also provides for certain fringe benefits.  It also contains provisions related to termination of the executive, whom may be entitled to receive a quarter of his base compensation under certain circumstances
  An analysis of compensation expense charged to operations for the year ended December 31, 2010 and accrued compensation payable at December 31, 2010 under the three employment agreements with the three executive officers of EIHC, Equisol, and XIOM follows:
 Continuing Operations





Discontinued OperationEIHC


Equisol


TOTAL


XIOM


TOTALCash CompensationBase Salary

$
175,000


$
100,000


$
275,000


$
118,692


$
393,692Minimum Bonus


175,000



-



175,000



-



175,000350,000



100,000



450,000



118,692



568,692Other


12,358



833



13,191



-



13,191Total Cash Compensation


362,358



100,833



463,191



118,692



581,883Stock CompensationIssued


66,667



33,333



100,000



19,761



119,761Committed to be issued at December 31, 2010


33,333



16,667



50,000



10,000



60,000Total Stock Compensation


100,000



50,000



150,000



29,761



179,761Total Compensation Expense

$
462,358


$
150,833


$
613,191


$
148,453


$
761,644Accrued Compensation Payable at December 31, 2010

$
362,358


$
55,000


$
417,358


$
63,942


$
481,300
  CONSULTING AGREEMENT
 
 On November 19, 2010, the Company executed a Consulting Agreement with two entities to perform certain investor relations and public relations services.  The agreement provided for an initial term of three months from December 12, 2010 to March 12, 2011 and the delivery of a total of 500,000 shares of Company common stock and 1,000,000 warrants exercisable into common stock at a price of $0.25 per share to December 31, 2013 to the two entities as compensation.  On December 30, 2010, the Company issued a total of 150,000 shares of its common stock to the two entities (see Note 9).  On February 23, 2011, the Company issued an additional total of 150,000 shares of its common stock to the two entities.
  LEGAL PROCEEDINGS
  From time to time, the Company and its subsidiaries are parties to legal proceedings that arise in the normal course of business. We accrue for these items as losses because probable and can be reasonably estimated. While the outcome of these proceedings cannot be predicted with certainty, management believes that the outcome will not have a material adverse effect on the Company’s consolidated financial position or results of operations.
 
 On August 4, 2010, two former officers of GSCP filed a complaint seeking to terminate their employment agreements for good cause and unspecified damages.  On October 5, 2010, Equisol filed a Reconventional Demand against the former officers alleging, among other things, breach of contract and amended the same on October 27, 2010.  Discovery has been initiated and depositions are scheduled for May 2011. GSCP revenues during the first quarter ended March 31, 2011 were much lower than those experienced in any quarter of the year ended December 31, 2010 as GSCP is reevaluating its gross profit pricing strategy for customers.
  The Company has been a party to an action commenced against EIHC and its subsidiary XIOM relating to defaulted notes of XIOM with a face value totaling $820,000.  On or about November 18, 2010, the plaintiffs filed for a stipulation of dismissal.  On March 25, 2011, XIOM filed for bankruptcy protection.  Also on March 25, 2011, the noteholders representing the $820,000 executed Conversion Agreements with EIHC and XIOM to convert their notes payable and accrued interest into common stock in full and complete satisfaction of the notes (see Note 16).
  In early 2010, Equisol closed and exited its Electrical and Instrumentation Division (E&I) located in Lake Charles, LA, because of the economic environment and resulting lack of profitability.  As a result, over the year, various vendors filed liens and threatened litigation proceedings due to the lack of payment by E&I of their bills due which was a result of their customers withholding payment.  Additionally, the former officer of E&I filed a complaint alleging breach of contract of his employment agreement and seeking unspecified compensation which Equisol disputes.
 
 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, 2010, the Company has a total Stockholders’ Deficit of $4,894,339 and negative working capital of $1,134,252. Additionally, the Company incurred a Net Loss of $2,428,584 for the year ended December 31, 2010.  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 2011.
 
 14)
DISCONTINUED OPERATIONS
 
 As described in Note 1, Equisol spun off one of its subsidiaries to Equisol’s members prior to the merger with EIHC on December 7, 2009. Accordingly, this operation has been presented as a discontinued operation in the accompanying consolidated financial statements for the period January 1, 2009 to December 7, 2009. As further described in Note 1, the board of directors determined in November 2010 that it would be in the best interests of the stockholders to sell XIOM Corp. On March 25, 2011, Xiom filed a petition in the United States Bankruptcy Court (District of Delaware) under Chapter 7 of the United States Bankruptcy Code requesting liquidation of its assets and liabilities.  Accordingly, this operation has been presented as a discontinued operation in the accompanying consolidated financial statements as of December 31, 2010 and 2009.
 F-22
  For the years ended December 31, 2010 and 2009, income (loss) from discontinued operations consisted of:
 
 2010





2009XIOM


XIOM (a)


PDIR (b)


TOTALRevenues

$
483,620


$
43,150


$
1,689,001


$
1,732,151Cost of revenues


(463,442
)


(22,384
)


(841,208
)


(863,592
)Gross profit


20,178



20,766



847,793



868,559Selling, general and administrative expenses


(813,884
)


(70,285
)


(851,685
)


(921,970
)Operating income (loss)


(793,706
)


(49,519
)


(3,892
)


(53,411
)Interest expense


(539,176
)


(33,587
)


(1,364
)


(34,951
)Impairment of goodwill


-



(7,099,110
)


-



(7,099,110
)Impairment of property and equipment


(31,552
)


-



-



-Impairment of minority investment in publicly traded entity- see (a) under table of assets and liabilities in the next paragraph


(25,000
)


-



-



-Income (loss) before income tax provision


(1,389,434
)


(7,182,216
)


(5,256
)


(7,187,472
)Income tax provision


-



-



-



-Income (loss) from discontinued operation

$
(1,389,434
)

$
(7,182,216
)

$
(5,256
)

$
(7,187,472
)
 
 (a)
For the period December 7, 2009 to December 31, 2009.
 
 (b)
For the period January 1, 2009, to December 7, 2009.
 
 The assets and liabilities of XIOM at December 31, 2010 and 2009 and PDIR at December 7, 2009 (date of spinoff) consisted of:
 XIOM


PDIRDecember 31,



December 31,


December 7,2010



2009


2009AssetsCash and cash equivalents

$
2,141



$
22,589


$
18,947Accounts receivable, net


-




93,626



538,358Inventory


-




177,833



15,972Prepaid expenses and other current assets


2,000




21,063



5,098Total current assets


4,141




315,111



578,375Property and equipment, net


-




164,820



3,259Other assets, net


36,446

(a)


69,297

(a)

32,666Total assets

$
40,587



$
549,228


$
614,300LiabilitiesCurrent portion of debt

$
1,699,311

(b)

$
1,819,311

(b)
$
7,500Accounts payable


585,307




430,188



257,855Accrued expenses


408,648




405,377



23,407Accrued Interest


891,030




407,069



-Total liabilities

$
3,584,296



$
3,061,945


$
288,762Net Assets (Liabilities)

$
(3,543,709
)


$
(2,512,717
)

$
325,538
 (a) Includes a $158,500 delinquent 5% note receivable due April 10, 2010 from and investment in Structural Enhancement Technologies Corp. (451,192 shares at December 31, 2010 and 2009) at estimated net recoverable value of $25,000 and $50,000 at December 31, 2010 and 2009, respectively.
 
 (b) Excludes $433,116 and $100,000 payable to EIHC at December 31, 2010 and 2009, respectively, eliminated in consolidation.
 
 Net assets of PDIR changed from December 31, 2008 to December 7, 2009 as follows:
 
 Net assets, December 31, 2008

$
180,794Transfer of debt to Equisol simultaneous withconversion of debt into 483,688 shares ofEIHC common stock on December 7, 2009 (note 9)


150,000Net loss


(5,256
)Net assets, December 7, 2009

$
325,538
 15)
BUSINESS SEGMENTS AND MAJOR CUSTOMERS
  EIHC is a holding company that operates through its wholly owned subsidiary Equisol, LLC. The Company operates in one business segment: water treatment systems equipment sales.
  Substantially all revenues for the years ended December 31, 2010 and 2009 were derived from customers located in the United States.
  In 2010, three customers accounted for 15%, 13% and 11% of consolidated revenues, respectively.
  16)
SUBSEQUENT EVENTS
  On February 8, 2011, the Company delivered a $68,000 Convertible Promissory Note (the "Note") to Asher Enterprises, Inc. in exchange for $68,000 cash.The Note bears interest at a rate of 8% per annum (22% default rate), is due on November 10, 2011, and is convertible at the option of the holder in whole or in part into Company common stock at a Variable Conversion price equal to 61% of the market price (defined as the average of the lowest three trading prices for the common stock during the ten trading day period preceding the conversion date).  The Note also provides that if the Company issues or sells any common stock for a consideration per share less than the conversion prices, the conversion price will be reduced to such consideration per share.
 
 On March 25, 2011, the Company’s wholly-owned subsidiary Xiom Corp. filed a voluntary petition in the United States Bankruptcy Court - District of Delaware under Chapter 7 of the United States Bankruptcy Code requesting liquidation of the assets and liabilities of Xiom Corp. As of the filing, Xiom had estimated assets of $340,745 and liabilities of $4,044,878.
  On March 25, 2011, the Company entered into Debt Conversion agreements with 12 XIOM Corp. noteholders.  The agreement converts a total of $1,140,373, consisting of $820,000 principal and $320,373 accrued interest, into 4,561,496 shares of the Company’s common stock at a conversion price of $0.25 per share.
  Effective May 4, 2011, EIHC adopted its 2011 Employee and Consultant Stock Compensation Plan (the “Plan”).  The number of shares of common stock of the Company that are available for issuance under the Plan are 20,000,000 shares of the Company’s Common Stock, $0.0001 par value, consisting of 10,000,000 shares allocated to employees and directors and 10,000,000 shares allocated to advisors and/or consultants.  A Registration Statement on Form S-8 will be filed with the Securities and Exchange Commission (the “Commission”) for the purposes of registering the 20,000,000 shares of the Company1s Common Stock issuable under the Plan.
  F-23
  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.
 
 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 December 31, 2009.
  Current management and the officers of the Company concluded, based upon extensive restatements of the consolidated financial statements for the year ended December 31, 2009 upon completion of audits by PCAOB Registered independent auditor,  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.
 
 As a result, during the quarter ended March 31, 2010, and subsequent to March 31, 2010, 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
  27
  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 31,2010, the following individuals were elected to the Board of Directors of the Company:
 
 Name

Age

PositionMichael D. Parrish

47

Chairman of the Board of Directors/CEO, PresidentJames K. Weber

45

Secretary/DirectorKurt M. Given

46

Treasurer/Director
  ____________________
 
 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.
 
 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.
 
 James K. Weber
 James Weber is a seasoned executive who joined Xiom Corp. with over 23 years of management and technical expertise in the thermal spray industry. Mr. Weber spent the bulk of his extensive career at Sulzer Metco (formerly Metco Perkin-Elmer), the largest global thermal spray company. During his 20-year tenure at the Company he served in a variety of engineering and management roles. Most recently, Mr. Weber was operations manager at Precision Pipeline Solutions, working with large electrical and gas utilities such as Consolidated Edison and National Grid, supplying them with corrosion control coating solutions. Mr. Weber holds several patents related to thermal spray technologies.Mr. Weber is an active member of NACE International (National Association of Corrosion Engineers).
 
 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.
 
 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.
  28
  Item 11.EXECUTIVE COMPENSATION
  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
2010

2009
$175,000(1)

-0-
$175,000(1)

-0-
$100,000

-0-
-0-

-0-
-0-

-0-
-0-

-0-
$12,358

-0-
$462,358

-0-James K. Weber,

President, XIOM Corp.
2010

2009
$118,692

-0-
-0-

-0-
$29,761

-0-
-0-

-0-
-0-

-0-
-0-

-0-
-0-

-0-
$148,453

-0-Kurt M. Given,

President, Equisol LLC
2010

2009
$100,000

-0-
-0-

-0-
$50,000

-0-
-0-

-0-
-0-

-0-
-0-

-0-
$833

-0-
$150,833

-0-
  (1)
Amounts accrued have been deferred and are shown in the accompanying balance sheet as accrued compensation.
 
 Outstanding Equity Awards at Fiscal Year-End
  OPTION AWARDSName
Number of Securities Underlying Unexercised Options (#) Exercisable
Number of Securities Underlying Unexercised Options (#) Unexercisable
Equity Incentive Plan Awards: Number of Securities Underlying Unexercised Unearned Options
Option Exercise Price ($)
Option Expiration DateMichael D. Parrish, President, Chairman & CEO
-0-
-0-
-0-
N/A
N/AJames K. Weber, President, XIOM Corp.
-0-
-0-
-0-
N/A
N/AKurt M. Given, President, Equisol LLC
-0-
-0-
-0-
N/A
N/A
  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.
  29
  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 2011.
  Item 12.SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND RELATED STOCKHOLDER MATTERS
 
 The following table sets forth information as of May 3, 2011 with respect to the beneficial ownership of the 78,390,526 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 (3)


22,820,512



29.11
%200 Barr Harbor Drive, Ste 400West Conshohocken, PA 19428Chairman and CEOKurt M. Given (2)


14,458,172



18.44
%200 Barr Harbor Drive, Ste 400West Conshohocken, PA 19428Executive VP and DirectorJames K. Weber

114 N. Clinton Avenue

Bay Shore, NY 11706

Director


562,627



0.72
%All Officers and Directors as


37,841,311



48.27
%A Group (3 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.
 (2)
Including 483,688 shares owned by a member of his family
 (3)
Including 430,277 shares owned by a member of his family
 Item 13.CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS AND DIRECTOR INDEPENDENCE.
 
 Transactions Between Us and Our Affiliates
 
 Director Independence
 
 None of our current directors is considered to be independent at this time.
  30
  Item 14.PRINCIPAL ACCOUNTANT FEES AND SERVICES
 
 Michael T. Studer, CPA, P.C. as our independent accountants, audited our financial statements for the years ended December 31, 2010 and 2009, and performed reviews of our financial statements included in our Forms 10-Q during our fiscal year ended December 31, 2010.
 
 Audit Fees:  The aggregate fees billed by Michael T. Studer, CPA, P.C. during the fiscal years ended December 31, 2010 and 2009 for professional services for the audit of our financial statements and the review of financial statements included in our Forms 10-Q were $50,000 and $30,000, 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 2010 and 2009.
 
 PART IV
 
 Item 15.  EXHIBITS
 
 Index to Exhibits:
 
 SEC REFERENCENUMBER

TITLE OF DOCUMENT31.1

Certification of President Officer pursuant to 18 U.S.C. Section 1350, as adopted, Pursuant to section 906 of the Sarbanes-Oxley act of 2002  (1)32.1

Certification of Chief Financial Officer pursuant to 18 U.S.C. Section 1350, as adopted, Pursuant to section 906 of the Sarbanes-Oxley act of 2002  (1)
 
 (1)
Filed herewith.
 
 Reports on Form 8-K:
 
 None.
  31
  SIGNATURES
 
 Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, XIOM CORP. has duly caused this Report to be signed on behalf of the undersigned thereunto duly authorized on May 4, 2011.
 
 ENVIRONMENTAL INFRASTRUCTURE HOLDINGS CORP.By:
/s/ Michael D. ParrishMichael D. Parrish, President, Chairman and CEO
 
 Pursuant to the requirements of the Securities Exchange Act of 1934, this Report has been signed by the following persons in the capacities indicated:
 
 Signature

Title

Date/s/ Michael D. Parrish

President, Principal

May 4, 2011Michael D. Parrish

Executive and Accounting Officer and Director/s/ James K. Weber

Director

May 4, 2011James K. Weber/s/ Kurt M. Given

Director

May 4, 2011Kurt M. Given
  32