SECURITIES
AND EXCHANGE COMMISSION


Washington,
D.C. 20549





FORM
10-K/A


(Amendment
#1 to Form 10-K)





(Mark
One)





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





For
the Fiscal Year Ended December 31, 2008





OR





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





From the
transition period from ___________ to ____________.





Commission File Number333-145831





SURFACE COATINGS,
INC.


(Exact
name of registrant as specified in its charter)




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


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


(Address
of principal executive offices)





(972)
722-7351


(Issuer's
telephone number)





N/A


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





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


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





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





Indicate
by 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]







Indicate
by check mark if disclosure of delinquent filers pursuant to Item 405 of
Regulation S-K (s229.405 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 (1) filed all reports required to be filed
by Section 13 or 15(d) of the Exchange Act during the past 12 months (or for
such shorter period that the registrant was required to file such reports), and
(2) has been subject to such filing requirements for the past 90
days:.  Yes [ X ]   No
[     ].





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




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








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





As of May
15, 2009, there were 5,000,000 shares of Common Stock of the issuer
outstanding.










Amendment
No. 1 to the Annual Report on Form 10-K




For the
Year Ended December 31, 2008







EXPLANATORY
NOTE





This Form
10-K/A is being filed by Surface Coatings, Inc., to amend the Company’s Annual
Report on Form 10-K for the year ended December 31, 2008 that was originally
filed with the Securities and Exchange Commission on March 31,
2009.





This Form
10-K/A amends Item 6 of Part II of the Form 10-K and provides an expanded
disclosure on our liquidity position discussing our short-term and long-term
options.





This Form
10-K/A amends Item 8A of Part II of the Form 10-K and provides an assessment and
conclusion as to the effectiveness of our internal control over financial
reporting.  No attempt has been made in this Form 10-K/A to modify or
update other disclosures as presented in the 10-K.





In
addition, as part of the 10-K/A, the Amendment will amend and restate, pursuant
to General Instruction D(2)(a) and (b) of Form 10-K, to include the signatures
of our principal executive officer, our principal financial officer and our
vice-president, who are the only two board of directors, in the signature
blocks.





In
addition, as part of the 10-K/A, the Amendment will amend and restate, pursuant
to ITEM 601(b)(31) of Regulation S-K, the Exhibit 31.1, Certification of the
Principal Executive Officer and Exhibit 31.2, Certification Principal Financial
Officer, which is updated for current language.





Except
with respect to the above changes, this Amendment does not modify or update any
other disclosures set forth in the Original filing.





The
company acknowledges that:


·
            The
      Company is responsible for the adequacy and accuracy of the disclosure in
      the filings:


·
            Staff
      comments or changes to 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 assert staff comments as a defense in any proceeding
      initiated by the Commission or any person under the federal securities
      laws of the United States.












PART
II









ITEM
6.  MANAGEMENT DISCUSSIONS AND ANALYSIS OR PLAN OF OPERATION




LIQUIDITY
AND CAPITAL RESOURCES:


In 2008,
the Company filed a Form S-1 registration statement with the U.S. Securities
& Exchange Commission (“SEC”) in order to raise funds to expand its business
and execute its business plan. The filing became effective in October 2008 which
gave the Company the opportunity to sell up to 1,000,000 shares of common stock
at $0.50 per share. As of May 12, 2009, the Company had received $77,050 in
subscription deposits which are being held in a separate non-interest bearing
account. The funds will be available to be released to the Company subject to
the effectiveness and conditions of the post effective amendment.





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





Short
Term Liquidity:


The
company relies on two primary funding sources for short term liquidity needs.
One is short term advances from major shareholders and/or Directors of the
company. The second is through a revolving working capital line of credit in the
amount of $30,000 issued by a major national US bank. Detail of these two
liquidity sources is documented in detail in the footnotes to the financial
statements of the Form 10-K.





Long Term
Liquidity:


The long
term liquidity needs of the company are projected to be met primarily through
the cash flow provided by operations. Cash flow from operations from 2007 to
2008 improved by $44,400 to -$18,600 and operating cash flows at March 2009 were
positive $3,100.  This improvement has been a result of our growth and
we expect the funds generated through this public offering to provide the
capital to position the company to continue to grow revenues and thereby
increase cash flows and liquidity. In addition, with the growth of revenues, the
company anticipates requesting the bank to increase the amount of the line of
credit offered the company to supplement on-going liquidity needs.







ITEM
8A.  CONTROLS AND PROCEDURES




Evaluation of Disclosure
Controls and Procedures




We
carried out an evaluation of the effectiveness of the design and operation of
our disclosure controls and procedures (as defined in Exchange Act
Rules 13a-15(e) and 15d-15(e)) as of December 31, 2008.  This
evaluation was accomplished under the supervision and with the participation of
our chief executive officer / principal executive officer, and chief financial
officer / principal financial officer who concluded that our disclosure controls
and procedures are not effective to ensure that all material information
required to be filed in the annual report on Form 10-K has been made known to
them.




Disclosure,
controls and procedures include, without limitation, controls and procedures
designed to ensure that information required to be disclosed by in our reports
filed under the Securities Exchange Act of 1934, as amended (the "Act") is
accumulated and communicated to the issuer's management, including its principal
executive and principal financial officers, or persons performing similar
functions, as appropriate to allow timely decisions regarding required
disclosure.




Based
upon an evaluation conducted for the period ended December 31, 2008, our Chief
Executive and Chief Financial Officer as of December 31, 2008 and as of the date
of this Report, has concluded that as of the end of the periods covered by this
report, we have identified the following material weakness of our disclosure
controls and procedures:




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




In order
to remedy our existing disclosure control deficiency, as our finances allow, we
will hire additional accounting staff that are sufficiently versed in public
company disclosure and reporting.  At this time, our volume and
finances do not permit us to hire additional staff to remedy the disclosure
control weakness and we do not foresee that being necessary in the short term
since we have contracted independent financial reporting consultants that advise
us on our disclosures and filings.















Management’s Annual Report
on Internal Control Over Financial Reporting




Our
management is responsible for establishing and maintaining adequate internal
control over financial reporting, as such term is defined in
Rules 13a-15(f) and 15d-15(f) of the Exchange Act. Our internal control
system was designed to provide reasonable assurance regarding the reliability of
financial reporting and the preparation of financial statements for external
purposes, in accordance with generally accepted accounting principles in the
United States of America.  Our internal control over financial
reporting includes those policies and procedures that (i) pertain to the
maintenance records that, in reasonable detail, accurately and fairly reflect
the transactions and dispositions of the assets of the Company; (ii) provide
reasonable assurance that transactions are recorded as necessary to permit
preparation of financial statements in accordance with accounting principles
generally accepted in the United States of America, and that receipts and
expenditures of the Company are being made only in accordance with
authorizations of management of the Company; and (iii) provide reasonable
assurance regarding prevention or timely detection of unauthorized acquisition,
use, or disposition of the Company’s assets that could have a material effect on
the financial statements.




Because
of inherent limitations, a system of internal control over financial reporting
may not prevent or detect misstatements. Also, projections of any evaluation of
effectiveness to future periods are subject to the risk that controls may become
inadequate due to change in conditions, or that the degree of compliance with
the policies or procedures may deteriorate.




Our
management conducted an evaluation of the effectiveness of our internal control
over financial reporting using the criteria set forth by the Committee of
Sponsoring Organizations of the Treadway Commission (COSO) in Internal
Control—Integrated Framework at December 31, 2008.   Based on its
evaluation, our management concluded that, as of December 31, 2008,
our internal control over financial reporting was not effective due
to:




·
            A
      lack of sufficient accounting staff which results in a lack of segregation
      of duties necessary for a good system of internal
  control.




·
            A
      material weakness is a deficiency, or a combination of control
      deficiencies, in internal control over financial reporting such that there
      is a reasonable possibility that a material misstatement of the Company’s
      annual or interim financial statements will not be prevented or detected
      on a timely basis.




In order
to remedy our existing internal control deficiencies, as our finances allow, we
will hire additional accounting staff and based on our current growth
projections we anticipate that occurring sometime in fiscal year
2010.  At this time, our volume and finances do not permit us to hire
additional accounting staff to remedy the lack of segregation of duties and we
do not foresee that being necessary in the short term since our President
approves every transaction.




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




Changes in Internal Controls
over Financial Reporting




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











SIGNATURES





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








SURFACE
COATINGS, INC.





By:/s/  Richard
Pietrykowski


Richard
Pietrykowski


Chief
Executive Officer & Chief Financial Officer





Dated:
May 15, 2009








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











/s/ Richard Pietrykowski
                        Richard
      Pietrykowski
                      President,
      Secretary, Treasurer, Director
                      May
      15, 2009/s/ Richard
      Pietrykowski
                        Richard
      Pietrykowski
                      Chief
      Executive Officer
                      May
      15, 2009/s/ Richard
      Pietrykowski
                        Richard
      Pietrykowski
                      Chief
      Financial Officer
                      May
      15, 2009/s/ Richard
      Pietrykowski
                        Richard
      Pietrykowski
                      Chief
      Accounting Officer
                      May
      15, 2009/s/ John
      Donahoe
                        John
      Donahoe
                      Vice-President
      and Director
                      May
      15, 2009










PART
III






ITEM
13.- EXHIBITS AND REPORTS ON FORM 8-K






(a)
            Exhibits


No.
                  Description31.1
                  Certification
      of the Company’s Principal Executive Officer pursuant to Section 302 of
      the Sarbanes-Oxley Act of 200231.2
                  Certification
      of the Company’s Principal Financial Officer pursuant to Section 302 of
      the Sarbanes-Oxley Act of
2002