Environmental Infrastructure (EIHC) 10-Q/A 2007 Q4 Quarterly report (amended)

UNITED STATES SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

FORM 10-QSB/A-3

Quarterly Report Pursuant to Section 13 or 15(d) of the Securities Act of 1934

For the quarterly period ended: December 31, 2007

Commission File number: 333-71748

XIOM Corp.

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

Delaware

(State or other jurisdiction of Incorporation or organization)

11-3460949

(IRS Employee Identification No.)

78 Lamar Street

West Babylon, New York 11704

(631) 643-4400

(Address of principal executive offices)

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 and Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes x No ¨

Indicate the number of shares outstanding of each of the issuer's classes of common stock, as of the latest practicable date:

Common Stock, $.0001 par value	12,758,909
(Class)	(Outstanding as of January 9, 2009)

As more fully described in Note. 7 to the financial statements included herein, this amended filing was necessary because the Company has restated its financial statements at December 31, 2007 and for the three months then ended in order to correct errors related to the accounting for the issuance of stock option grants, for a consulting agreement finalized after December 31, 2007 where services related to this agreement commenced in October 2007, for shares issued in January 2008 for equipment and related services payable at December 31, 2007, for the February 2007 acquisition of a certain thermal spray technology from the Company’s Chief Executive Officer in exchange for 75,000 shares of the Company’s common stock and for other miscellaneous adjustments to Accounts Receivable and Inventory.

XIOM Corp.

Form 10-QSB

Index

		Page
Part I – FINANCIAL INFORMATION
Item 1.	Financial Statements (Unaudited)	3
	Balance Sheet	F-1
	Statements of Operations	F-2
	Statement of Stockholders’ Equity(Deficit)	F-3
	Statements of Cash Flows	F-4
	Notes to Financial Statements	F-6
Item 2.	Management’s Discussion and Analysis or Plan of Operation	4
Item 3.	Controls and Procedures	6
Part II.	OTHER INFORMATION
Item 6.	Exhibits	7
Signatures
Certifications

2

Part I: Financial Information

Item 1. Financial Statements

3

XIOM Corp.

Balance Sheets

(Unaudited)

	December 31,			September 30,
	2007			2007
	(As Restated)
Assets
Current Assets
Cash and Cash Equivalents	$	18,490		$	312,718
Accounts Receivable, Net of Allowance for Doubtful Accounts		54,896			115,854
Inventory		204,340			174,234
Prepaid Expenses		444,412			13,073
Other Current Assets		54,360			55,660
Total Current Assets		776,498			671,539
Fixed Assets, Net of Accumulated
Depreciation and Amortization		222,602			203,697
Other Assets
Intangible Assets, Net of Accumulated Amortization		367,219			343,353
Retainage Receivable		23,705			23,705
Security Deposits		6,815			6,815
Total Other Assets		397,739			373,873
Total Assets	$	1,396,839		$	1,249,109
Liabilities and Stockholders' Equity (Deficit)
Current Liabilities
Accounts Payable and Accrued Expenses	$	866,533		$	560,998
Convertible Note Payable		250,000			250,000
Notes Payable		55,744			51,143
Total Current Liabilities		1,172,277		$	862,141
Long-Term Liabilities
Convertible Notes Payable, Net of Unamortized Discounts		669,668			636,590
Shareholder Loan		9,107			9,775
Total Liabilities		1,851,052			1,508,506
Common Stock, Subject To Rescission Rights		670,399			670,399
Stockholders' Equity (Deficit)
Common Stock, $.0001 par value, 50,000,000 shares authorized, 7,940,945 shares issued and outstanding (excluding 563,718 shares subject to rescission rights)		794			764
Additional Paid-In Capital		3,977,341			3,481,454
Retained Earnings (Deficit)		(5,102,747	)		(4,412,014	)
Total Stockholders' Equity (Deficit)		(1,124,612	)		(929,796	)
Total Liabilities and Stockholders' Equity Deficit)	$	1,396,839		$	1,249,109

See accompanying notes to financial statements

F-1

XIOM Corp.

Statements of Operations

For The Three Months Ended December 31,

(Unaudited)

	2007			2006
	(As Restated)
Sales	$	309,281		$	190,175
						��
Cost of Sales		246,276			152,600
Gross Profit		63,005			37,575
General and Administrative Expenses		698,327			366,024
Operating Income (Loss)		(635,322	)		(328,449	)
Other Income (Expenses);
Interest Expense		(55,411	)		0
Net Income (Loss)	$	(690,733	)	$	(328,449	)
Basic and Diluted Income (Loss) per Share	$	(0.08	)	$	(0.05	)
Weighted Average Number of Shares Outstanding, Basic and Diluted		8,454,996			7,205,156

See accompanying notes to financial statements

F-2

XIOM, Corp.

Statement of Stockholders' Equity (Deficit)

For The Three Months Ended December 31, 2007

	Common Stock				Additional		Retained			Total
	Number of		Par		Paid-In		Earnings			Shareholders'
	Shares		Value		Capital		(Deficit)			Equity (Deficit)
Balance, September 30, 2007 (As Restated)		7,642,945	$	764	$	3,481,454	$	(4,412,014	)	$	(929,796	)
Option grants in October 2007 (As Restated)						123,917					123,917
Shares issued for services during the quarterended  December 31, 2007		250,000		25		299,975					300,000
Shares issued for Accrued Expenses		48,000		5		71,995					72,000
Net (Loss) for the quarter ended December 31, 2007 (As Restated)								(690,733	)		(690,733	)
Balance, December 31, 2007 (As Restated)		7,940,945	$	794	$	3,977,341	$	(5,102,747	)	$	(1,124,612	)

See accompanying notes to financial statements

F-3

XIOM, Corp.

Statements of Cash Flow

For The Three Months Ended December 31,

(Unaudited)

	2007			2006
	(As Restated)
Cash Flows from Operating Activities:
Net Income (Loss)	$	(690,733	)	$	(328,449	)
Adjustments to reconcile net income (loss) to net cash used in operating activities:
Depreciation and Amortization		16,147			6,008
Issuance of Shares for Services		68,750			60,307
Value of Stock Option Grants		123,917			40,000
Amortization of Convertible Note Discounts		33,078			-
Changes in Operating Assets and Liabilities:
Accounts Receivable, Net		60,958			(45,325	)
Inventory		(30,106	)		(17,919	)
Prepaid Expenses		(6,339	)		33,126
Other Current Assets		1,300			2,476
Retainage Receivable		-			2,973
Accounts Payable andAccrued Expenses		183,785			109,358
Total Adjustments		451,490			191,004
Net cash provided (used) in operating activities		(239,243	)		(137,445	)
Cash Flows from Investing Activities:
Purchase of Additional Overseas Patents		(29,481	)		(13,184	)
Purchase of Fixed Assets		(29,437	)		(6,703	)
Net cash provided (used) by investing activities		(58,918	)		(19,887	)
Cash Flows from Financing Activities:
Proceeds from exercise of joint venture related stock option		-			110,000
Proceeds from exercise of Common Stock Warrants		-			17,975
Sale of Restricted Common Stock		-			53,300
Proceeds from Notes Payable, Net		4,601			966
Proceeds from (repayment of) Shareholder Loan,
Before Non-Cash Adjustments		(668	)		3,681
Net cash provided (used) by financing activities		3,933			185,922
Net increase (decrease) in cash and cash equivalents		(294,228	)		28,590
Cash & Cash Equivalents, Beginning of Period		312,718			90,495
Cash & Cash Equivalents, End of Period	$	18,490		$	119,085

(Continued)

F-4

XIOM Corp.

Statements of Cash Flow

For The Three Months Ended December 31,

(Continued)

	2007		2006
Supplemental Disclosures
Non-Cash Financing and Investing Activities:
Issuance of Shares for Equity in Joint Ventures		-	$	215,000
Issuance of Shares for Services to be Provided  and Accrued Expenses	$	184,500	$	60,307
Issuance of Shares for Services to be ProvidedIncluded in Prepaid Expenses	$	187,500		-
Value of Stock Option Grants	$	123,917	$	40,000
Issuance of shares to repay Notes Payable		-	$	30,000
Interest and Taxes Paid:
Interest Expense	$	31,505		-
Income Taxes		-		-

See accompanying notes to financial statements

F-5

XIOM Corp.

NOTES TO FINANCIAL STATEMENTS

  FOR THE THREE MONTHS ENDED DECEMBER 31, 2007

  (Unaudited)

1. BASIS OF PRESENTATION

The accompanying unaudited financial statements have been prepared in accordance with the instructions to Form 10-QSB of the Securities and Exchange Commission. Accordingly, they do not include all of the information and disclosures required by accounting principles generally accepted in the United States of America. However, in the opinion of management, the accompanying unaudited financial statements contain all normal and recurring adjustments necessary to present fairly the financial position of XIOM Corp. (“XIOM”, or the “Company”) as of December 31, 2007 and the related statements of operations and of cash flows for the three months then ended. For further information, refer to the audited financial statements and related disclosures that were filed by the Company with the Securities and Exchange Commission on Form 10-KSB/A-1 for the fiscal year ended September 30, 2007, Annual Report Pursuant to Section 13 or 15(d) of the Securities Act of 1934, File No. 333-124704.

2.  PREPIAD EXPENSES

Prepaid Expenses at December 31, 2007 includes $425,000 related to two separate consulting agreements for various financial and business development services to be provided to the Company during fiscal 2008. During the first three months of fiscal 2008, XIOM issued 250,000 restricted common shares for a combined value of $250,000 related to one of these agreements. The Prepaid Expense write-off in the first quarter of fiscal 2008 for these consulting agreements was $125,000.

3.  COMMON STOCK

During October 2007, the Company issued 298,000 shares of restricted common stock to several vendors as consideration for merger and acquisition consulting, marketing services, management services and equipment purchased. These shares were issued based on the fair market value of the services provided, or equipment purchased, and converted at the estimated fair market value of the common stock on the date of each issuance.

4.  STOCK OPTIONS

In October 2007, XIOM granted five separate options to purchase a total of 525,000 shares of restricted common stock at a price of $1.50 per share, which approximates the fair market value on the date of the grant. The two operating officers, who are also shareholders, and a consultant, who provides engineering services, each received an option to purchase 150,000 restricted common shares, a consultant to the company received an option to purchase 50,000 restricted common shares as partial consideration for providing accounting services for fiscal 2008 and another consultant received an option to purchase 25,000 restricted common shares as partial consideration for providing coating application services for fiscal 2008. The options are fully vested and are exercisable, in whole or in part, at the sole discretion of the grantee through October 2012 and may not be assigned, or otherwise transferred. The Company used the Black-Scholes option-pricing formula, which produced a value of approximately $.24 per share for 500,000 option shares and approximately $.18 per share for 25,000 option shares. This resulted in the Company recording additional compensation and consulting expenses totaling approximately $124,000 that was treated as Additional Paid-In Capital. Assumptions used in the calculation included the contractual life of the option as the expected term, a risk free rate of 3.5% and a market price volatility factor of 41%.

5.  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, 2007, the Companyhas a total Stockholders’ Deficit of approximately $1,125,000 and incurred a Net Loss of approximately $691,000 for the three months ended December 31, 2007. 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. However, the Company has seen a steady increase in sales orders for the patented industrial thermal spray technology and related powder formulas. Furthermore, the Company plans to continue raising capital through a series of private placement transactions for the balance of fiscal 2008. It also plans to expand sales by significantly increasing domestic marketing efforts, including pursuing major contracts through its network of strategic alliance relationships.  As a result of these factors, management believes it will have sufficient resources to meet the Company’s cash flow requirements for at least twelve months following the date of these financial statements.

F-6

XIOM Corp.

NOTES TO FINANCIAL STATEMENTS

  FOR THE THREE MONTHS ENDED DECEMBER 31, 2007

(Unaudited)

6. SUBSEQUENT EVENTS

In late January, 2008, XIOM formally filed a Form SB-2 Registration Statement with the Securities and Exchange Commission (“SEC”) to register the common shares related to the Convertible Exchangeable Notes (“Notes”) and the underlying Warrants, as well as other previously issued shares of common stock and a separate Convertible Note with “piggy back” registration rights. Each Note will convert automatically upon the effectiveness of the SEC Registration Statement registering the underlying common shares of the Notes and Warrants. Each Warrant is exercisable for one share of the Company’s common stock at its stated exercise price at any time prior to the five year anniversary of its issuance, or is callable by the Company in the event that the Company’s common stock trades at a $5.00 “Bid Price”, or above, for 20 consecutive trading days. If a Registration Statement is not declared effective within one year from the final closing date of the Offering, which is June 14, 2007, then the Note holders may elect to accelerate the maturity date and, in default of payment, shall accrue interest at a default rate of 15% per annum until payment is made. The declaration of an effective date is dependent upon SEC approval of the Registration Statement only after they have conducted a compliance review of the filing, as well as the Company’s responses to all comments, if any, that may result from such review.

In January, the two officers of the Company, who are also shareholders, entered into two separate agreements with the Company to sell up to 350,000 shares of common stock each from shares they own personally. These shares have been placed into escrow and will be sold to outside investors, on a pro-rata basis, based on the fair market value of the Company’s common stock at the time of sale, with the net proceeds being remitted from escrow to the Company upon the closing of each transaction, or series of transactions. As consideration for the two loans, the Company has agreed to repay the two officers with restricted shares of XIOM common stock, at a discount, based on the total loan proceeds and the total shares that were sold to obtain the proceeds.

In October 2008, several holders of an aggregate principal amount of $720,000 of the Convertible Exchangeable Notes (“Notes”) demanded immediate payment thereof as a result of the Registration Statement not being declared effective within one year from the final closing date of the Offering, which was in early June 2007. Pursuant to the Note Agreement, these Note holders have elected to accelerate the maturity date and, in default of payment, shall accrue interest at a default rate of 15% per annum from the date of notice until payment of principal and accrued interest is paid in full.

 7. RESTATEMENT OF PREVIOUSLY ISSUED FINANCIAL STATEMENTS

The Company has restated its financial statements at December 31, 2007 and for the three months then ended

in order to correct errors related to the accounting for the issuance of stock option grants, for a consulting agreement finalized after December 31, 2007 where services related to this agreement commenced in October 2007, for shares issued in January 2008 for equipment and related services payable at December 31, 2007, for the February 2007 acquisition of a certain thermal spray technology from the Company’s Chief Executive Officer in exchange for 75,000 shares of the Company’s common stock and for other miscellaneous adjustments to Accounts Receivable and Inventory.

As previously reported, the Company recorded compensation expense related to the issuance of certain stock options at an estimated fair value of $100,365. A revision to the Black-Scholes option-pricing formula for these options resulted in total compensation expense of $123,917. The consulting agreement was valued at $250,000, based on the issuance of 250,000 shares of common stock at $1.00 per share, and was recorded as a Prepaid Expense in October 2007, which will be written-off in equal monthly amounts over its twelve month term. Shares issued in January 2008 for machining equipment and related services payable at December 31, 2007 were accrued for in the amount of $7,500 and $25,500, respectively. As previously reported, the Company recorded the acquisition at an estimated fair value of $135,000 for the 75,000 shares of common stock issued at the date of acquisition. As restated, pursuant to SEC Staff Accounting Bulletin Topic 5G, the Company recorded the acquisition at the $75,000 transferor cost of the technology.

F-7

XIOM Corp.

NOTES TO FINANCIAL STATEMENTS

  FOR THE THREE MONTHS ENDED DECEMBER 31, 2007

(Unaudited)

The effect of the restatement adjustments on the Balance Sheet at December 31, 2007 is as follows;

	As Previously
	Reported			Adjustments			As Restated
Cash	$	18,490		$	-		$	18,490
Accounts Receivable, Net		54,993			(97	)		54,896
Inventory		207,478			(3,138	)		204,340
Prepaid Expenses		256,912			187,500			444,412
Other Current Assets		54,360			-			54,360
Total Current Assets		592,233			184,265			776,498
Fixed Assets, Net		215,477			7,125			222,602
Intangible Assets, Net		424,297			(57,078	)		367,219
Other Other Assets		30,520			-			30,520
Total Assets	$	1,262,527		$	134,312		$	1,396,839
Accounts Payable and Accrues Expenses	$	586,486		$	280,047		$	866,533
Convertible Note Payable		250,000			-			250,000
Notes Payable		55,744			-			55,744
Total Current Liabilities		892,230			280,047			1,172,277
Long-Term Liabilities		678,775			-			678,775
Total Liabilities		1,571,005			280,047			1,851,052
Common Stock, Subject To Rescission Rights		670,399			-			670,399
Common Stock		794			-			794
Additional Paid-in Capital		4,013,789			(36,448	)		3,977,341
Retained Earnings (Deficit)		(4,993,460	)		(109,287	)		(5,102,747	)
Total Stockholders’ Equity (Deficit)		(978,877	)		(145,735	)		(1,124,612	)
Total Liabilities and Stockholders’ Equity (Deficit)	$	1,262,527		$	134,312		$	1,396,839

The effect of the restatement adjustments on the Statement of Operations for the three months ended December 31, 2007 is as follows;

	As Previously
	Reported			Adjustments			As Restated
Sales	$	309,379		$	(98	)	$	309,281
Cost of Sales		220,219			26,057			246,276
Gross Profit		89,160			( 26,155	)		63,005
Selling, General and Administrative Expenses		613,137			85,190			698,327
Operating Income (Loss)		(523,977	)		(111,345	)		(635,322	)
Other Income (Expense)		(55,411	)		-			(55,411	)
Net Income (Loss)	$	(579,388	)	$	(111,345	)	$	(690,733	)
Basic and Diluted Income (Loss) Per Share	$	(0.07	)	$	(0.01	)	$	(0.08	)

The impact of the above restatement adjustments on cash flow was limited to the adjustments related to Account Receivable and Inventory, which resulted in an increase in Net Cash Provided in Operating Activities in the amount of $3,235. All other restatement adjustments were non-cash and therefore had no impact on cash flow.

F-8

Item 2.  Management’s Discussion and Analysis and Plan of Operations.

FORWARD LOOKING STATEMENTS

The following discussion should be read in conjunction with our unadited financial statements and notes thereto included herein. In connection with, we caution readers regarding certain forward looking statements in the following discussion and elsewhere in this report and in any other statement made by, or on our behalf, whether or not in future filings with the Securities and Exchange Commission. Forward-looking statements are statements not based on historical information and which relate to future operations, strategies, financial results or other developments. Forward looking statements are necessarily based upon estimates and assumptions that are inherently subject to significant business, economic and competitive uncertainties and contingencies, many of which are beyond our control and many of which, with respect to future business decisions, are subject to change. These uncertainties and contingencies can affect actual results and could cause actual results to differ materially from those expressed in any forward-looking statements made by, or on our behalf. We are ineligible to take advantage of the “safe harbor” provisions of the Private Securities Litigation Reform Act of 1995 because we are a “penny stock issuer”.

Results of Operations:

For the three months ended December 31, 2007 vs. December 31, 2006

For the first fiscal quarter ended December 31, 2007, the Company had sales of $309,281 and cost of sales of $246,276. This is in comparison to total sales of $190,175 and cost of sales of $152,600 for first fiscal quarter ended December 31, 2006. The increase in sales and cost of sales in the first three months of fiscal 2008 results primarily from an increase in thermal spray system sales and related powder sales compared to the first three months of fiscal 2007. As a result, gross profit for the first three months of fiscal 2008 was $63,005, an increase of $25,430, or 68%, compared to the gross profit for the first three months of fiscal 2007 of $37,575. Gross profit in the first fiscal quarter of fiscal 2007 was otherwise reduced because the majority of new systems were sold at wholesale prices and starter powder kits were included with all new system sold at no cost to the customer. Management deemed this marketing approach appropriate in order to get as many systems as possible sold in the first quarter of fiscal 2007, which would result in additional powder sales going forward.

General and administrative expenses for the first three months increased by approximately $332,000 when comparing the first quarter of fiscal 2008 to the first quarter of fiscal 2007. This increase was primarily due to additional merger and acquisition consulting expense, the value of certain option grants recorded as additional compensation and consulting expense, as well as the continued increase in general overhead necessary to accommodate the anticipated growth of the company.

The net loss increased from $328,449, or ($.05) per share, to $690,733, or ($.08) per share from the first fiscal quarter of 2007 to the first fiscal quarter of 2008, respectively. This increase of approximately $362,000 was directly related to the increase in general and administrative expenses described above, which included the value of additional stock option grants and the issuance of restricted common shares for some of the services provided to the Company, all of which were primarily non-cash in nature. 

4

We have, in our history, generated limited income from operations, have incurred substantial expenses and have sustained losses. In addition, we expect to continue to incur significant operating expenses through the fiscal quarter ending March 31, 2008. As a result, we will need to generate significant revenues to achieve profitability, which may not occur. Even 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 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:

During the first fiscal quarters ended December 31, 2007 and 2006, net cash used by operating activities was $239,243 and $137,445, respectively. The Company incurred net losses of $690,733 and $328,449 for the fiscal quarters ended December 31, 2007 and 2006, respectively. Additionally, at December 31, 2007, the Company had a Stockholders’ (Deficit) of approximately $1,125,000. These factors raise substantial doubt about the Company’s ability to continue as a going concern.

It is the intention of the Company’s management to improve profitability by significantly increasing sales of its patented thermal spray system and coating powders in fiscal 2008, while increasing the gross margin for each by improving sales pricing structures as well as purchasing policies and procedures. Management is also constantly reviewing overhead costs in an attempt to maintain reasonable levels of general and administrative expenses as the company continues to grow. In addition, the Company has finished testing the new model spray gun, the XIOM 5000. This new model will be available for sale beginning March 2008. This gun will allow the application of powder coatings at a rate that is approximately three times faster than the original model gun, the XIOM 1000. The result will be a significantly reduced direct labor rate and an increased volume of powders that can be consumed for any application scenario. This gives the end user of the system a greater economy of scale on each project, thus allowing better competitive pricing and the opportunity for increased profits at the application level. As a result of this improved technology, the Company anticipates a significant increase demand for the thermal spray system as well as an increase in related powder sales for the balance of fiscal 2008. It also plans to expand sales by significantly increasing domestic marketing efforts, including the pursuit of major contracts through its network of strategic alliance relationships.

The Company anticipates that in order to fulfill its plan of operations, it will need to seek additional financing from outside sources. As such, the Company is constantly pursuing private debt and equity sources to fund its current operations and plans for expansion. As a result of these factors, management believes it will have sufficient resources to meet the Company’s cash flow requirements for at least twelve months.

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Item 3. Controls and Procedures

Evaluation and Disclosure Controls and Procedures:

As of the end of the period covered by this report, our management conducted an evaluation, under the supervision and with the participation of our chief executive officer and chief financial officer, of the effectiveness of our disclosure controls and procedures (as defined in Rule 13a-15(e) and 15d-15(e) under the Securities Exchange Act). Based on this evaluation, the officers concluded that our disclosure controls and procedures were not effective and needed improvement in order to be effective to ensure that information required to be disclosed by our company in reports that we file, or submit, under the Securities Exchange Act is recorded, processed, summarized and reported within the time periods specified in Commission rules and forms. The chief executive officer and chief financial officer concluded that its disclosure controls and procedures also needed improvement to ensure that information required to be disclosed in the reports that it files, or submits, under the Exchange Act is accumulated and communicated to its management, including its chief executive officer and chief financial officer, to allow timely decisions about required disclosure. As a result, we have instituted additional levels of review and are currently looking to retain a financial professional with the requisite background and experience that will coordinate and be responsible for our disclosure controls and procedures with the assistance of our independent accounting firm.

Changes in Internal Controls over Financial Reporting:

Our management, with the participation of the chief executive officer and 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, the chief executive officer and 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.

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Part II.  Other Information

Item 6.  Exhibits

Index to Exhibits:

SEC REFERENCE
NUMBER		TITLE OF DOCUMENT
3.1	(1)	Certificate of Incorporation of XIOM Corp.
3.2	(1)	Certificate of Amendment to Certificate of Incorporation dated August 2004
3.3	(3)	Certificate of Amendment to Certificate of Incorporation dated August 2007
3.4	(1)	By-laws of the Registrant, as amended
31.1 &
31.2	(2)	Certifications pursuant to 18 U.S.C. Section 1350, as adopted, Pursuant to section 906 of the Sarbanes-Oxley act of 2002
32.1	(2)	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) Previously filed with Registration Statement Form SB-2, filed with the Securities and Exchange Commission on May 6, 2006, as amended.

(2) Filed herewith

(3) Certificate of Amendment to Certificate of Incorporation dated August 31, 2007 was included with Form 10-KSB, filed with the Securities and Exchange Commission on January 15, 2008

Signatures

In accordance with the requirements of the Exchange Act, the registrant caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.

Date:  November 5, 2008	XIOM, Corp.
	/s/ Andrew B. Mazzone
	Andrew B. Mazzone
	Chief Executive Officer/Chief Financial/Accounting Officer
	(Principal Executive Officer)

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