**SECURITIESAND EXCHANGE COMMISSION**

**Washington,D.C. 20549**

** **

**FORM10-K/A**

 

 

(MarkOne)

 

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

 

**Forthe Fiscal Year Ended December 31, 2010**

 

**OR**

 

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

** **

Fromthe transition period from ___________ to ____________.

 

CommissionFile Number 333-145831

 

**SURFACECOATINGS, INC**.

(Exactname of small business issuer as specified in its charter)

 

Nevada20-8611799

(Stateor other jurisdiction of incorporation or organization) (IRS Employer Identification No.)

 

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

(Addressof principal executive offices)

 

(972)722-7351

(Issuer'stelephone number)

 

N/A

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

 

2010Industrial Blvd., Suite 605, Rockwall, Texas 75087

 

Securitiesregistered pursuant to Section 12(b) of the Act: NONE

Securitiesregistered pursuant to Section 12(g) of the Act: Common Stock

 

Indicateby a check mark if the registrant is a well-known seasoned issuer, as defined by Rule 405 of the Securities Act. Yes [ ] No [X]

 

Indicateby a check mark if the registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the Securities Act.Yes [ ] No [X]

 

Indicateby check mark if disclosure of delinquent filers pursuant to Item 405 of Regulation S-K (s229.405 of this chapter) is not containedherein, and will not be contained, to the best of registrant’s knowledge, in definitive proxy or information statementsincorporated by reference in Part III of this Form 10-K or any amendment to this Form 10-K. [ ]

 

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

 

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

 

LargeAccelerated Filer [ ].	Accelerated Filer [ ].

Non-AcceleratedFiler [ ].	Smaller Reporting Company [X] 

 

 

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

 

As of October31, 2011, there were 5,429,000 shares of Common Stock of the issuer outstanding.

 

 

**EXPLANATORYNOTE**

** **

ThisAmendment on Form 10-K/A (this “Amendment”) amends Surface Coatings Inc.’s (the “Registrant”)Annual Report on Form 10-K  for the fiscal year ended December 31, 2010, which the Registrant previously filedwith the Securities and Exchange Commission on March 7, 2011 (the “Original Filing”).  

 

ThisForm 10-K/A amends the Report of Independent Registered Public Accounting Firm

 

TheRegistrant is filing this Amendment because management was made aware of a deficiency contained within the Original Filing, namelythe Original Filing incorrectly indicated in the third paragraph of the Report, that the Independent Registered Public AccountingFirm was “not engaged to examine management’s assertion about the effectiveness of Kingdom Koncrete, Inc.’sinternal control over financial reporting as of December 31, 2010 and 2009 and, accordingly, we do not express an opinion thereon.”.  Thecompany has no affiliation with Kingdom Koncrete, Inc., and the disclosure was revised to state, “we were not engaged toexamine management’s assertion about the effectiveness of Surface Coatings, Inc.’s internal control over financialreporting as of December 31, 2010 and 2009 and, accordingly, we do not express an opinion thereon.”.  

 

Exceptas set forth above, the Original Filing has not been amended, updated or otherwise modified. 

 

Thecompany acknowledges that:

- The Company is responsiblefor the adequacy and accuracy of the disclosure in the filings;
- Staff comments or changesto disclosure in response to staff comments do not foreclose the Commission from taking any action with respect to the filings:and
- The Company may not assertstaff comments as a defense in any proceeding initiated by the Commission or any person under the federal securities laws of theUnited States

 

 

 

 

REPORTOF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

 

 

 

Tothe Board of Directors and Management of

SurfaceCoatings, Inc.

Rockwall,Texas

 

Wehave audited the accompanying consolidated balance sheets of Surface Coatings, Inc. as of December 31, 2010 and 2009, and therelated consolidated statements of operations, cash flows and stockholders’ equity for the years then ended.  Thesefinancial statements are the responsibility of the Company’s management.  Our responsibility is to express anopinion on these financial statements based on our audits.

 

Weconducted our audits of these financial statements in accordance with the standards of the Public Company Accounting OversightBoard (United States).  Those standards require that we plan and perform the audits to obtain reasonable assurance aboutwhether the financial statements are free of material misstatement.  An audit includes examining, on a test basis, evidencesupporting the amounts and disclosures in the financial statements.  An audit also includes assessing the accountingprinciples used and significant estimates made by management, as well as evaluating the overall financial statement presentation.  Webelieve that our audits provide a reasonable basis for our opinion.

 

Wewere not engaged to examine management’s assertion about the effectiveness of Surface Coatings, Inc.’s internal controlover financial reporting as of December 31, 2010 and 2009 and, accordingly, we do not express an opinion thereon.

 

Inour opinion, the consolidated financial statements referred to above present fairly, in all material respects, the financial positionof Surface Coatings, Inc. as of December 31, 2010 and 2009, and the results of its operations and its cash flows for the yearsthen ended in conformity with accounting principles generally accepted in the United States of America.

 

Theaccompanying financial statements have been prepared assuming that the Company will continue as a going concern.  Asdiscussed in Note 9 to the financial statements, the Company has suffered significant losses and will require additional capitalto develop its business until the Company either (1) achieves a level of revenues adequate to generate sufficient cash flows fromoperations; or (2) obtains additional financing necessary to support its working capital requirements.  These conditionsraise substantial doubt about the Company’s ability to continue as a going concern.  Management’s plansin regard to these matters are also described in Note 9.  The financial statements do not include any adjustments thatmight result from the outcome of this uncertainty.

 

 

/s/ The Hall Group, CPAs

TheHall Group, CPAs

Dallas,Texas

 

March2, 2011

Pursuantto the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this Annual Report on Form 10-K tobe signed on its behalf by the undersigned hereunto duly authorized.

 

 

SURFACECOATINGS, INC.

 

 

 

Dated: October31, 2010