U.S. SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-Q
(Mark One)
[X] QUARTERLY REPORT UNDER SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT
OF 1934
For the quarterly period ended September 30, 2008
[ ] TRANSITION REPORT UNDER SECTION 13 OR 15(d) OF THE EXCHANGE ACT
For the transition period from ______ to _____
Commission File Number: 0-27445
Enviro Voraxial Technology, Inc.
--------------------------------
(Exact name of Small Business Issuer as specified in its Charter)
IDAHO 82-0266517
----- ----------
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
821 NW 57th Place, Fort Lauderdale, Florida 33309
-------------------------------------------------
(Address of principal executive offices)
(954) 958-9968
--------------
(Issuer's telephone number)
_______________________________________________________
(Former Name, former address and former fiscal year, if changed since
last Report.)
Check mark whether the Issuer (1) has filed all reports required to be filed by
Section 13 or 15 (d) of the Securities Exchange Act of 1934 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 [ ] (Do not check if a Smaller reporting
smaller reporting company) company [X]
Indicate by check mark whether the registrant is a shell company (as defined in
Rule 12b-2 of the Exchange Act). Yes [ ] No [X]
APPLICABLE ONLY TO CORPORATE ISSUERS
State the number of shares outstanding of each of the issuer's classes of common
equity, as of the latest practicable date: September 30, 2008, we had 24,631,394
shares of our Common Stock outstanding.
INDEX
Page
----
PART I. CONSOLIDATED CONDENSED FINANCIAL INFORMATION
Item 1. Consolidated Condensed Financial Statements.............................................. 3
Condensed Consolidated Balance Sheets - September 30, 2008 (Unaudited) and
December 31, 2007 (Audited) ............................................................. 3
Condensed Consolidated Statements of Operations for the Three
Months and Nine Months Ended September 30, 2008 (Unaudited) and
2007 (Audited)........................................................................ 4
Condensed Consolidated Statements of Cash Flows for the
Nine Months Ended September 30, 2008 (Unaudited) and 2007 (Audited)................... 5
Notes to Condensed Consolidated Financial Statements (Unaudited)......................... 6
Item 2. Management's Discussion and Analysis of Financial Condition and
Results of Operations.................................................................. 14
Item 3. Quantitative and Qualitative Disclosures About Market Risk............................... 17
Item 4T. Controls and Procedures.................................................................. 17
PART II. OTHER INFORMATION
Item 1. Legal Proceedings........................................................................ 18
Item 1A. Risk Factors............................................................................. 18
Item 2. Unregistered Sales of Equity Securities and Use of Proceeds.............................. 18
Item 3. Default Upon Senior Securities........................................................... 18
Item 4. Submission of Matters to a Vote of Securities............................................ 18
Item 5. Other Information........................................................................ 18
Item 6. Exhibits................................................................................. 18
Signatures ......................................................................................... 19
2
PART I. CONSOLIDATED FINANCIAL INFORMATION
Item 1. Financial Statements.
ENVIRO VORAXIAL TECHNOLOGY, INC. AND SUBSIDIARY
CONSOLIDATED BALANCE SHEETS
September 30, December 31,
2008 2007
---------------- ---------------
(Unaudited) Audited
ASSETS
CURRENT ASSETS:
Cash and cash equivalents $ 157,240 $ 201,066
Inventory, net 295,267 295,267
----------- -----------
Total current assets 452,507 496,333
FIXED ASSETS, NET 209,256 226,242
OTHER ASSETS 13,695 13,695
----------- -----------
Total assets $ 675,458 $ 736,270
=========== ===========
LIABILITIES AND SHAREHOLDERS' DEFICIENCY
CURRENT LIABILITIES:
Accounts payable and accrued expenses $ 1,091,783 $ 656,819
Current portion of note payable 30,836 30,836
----------- -----------
Total current liabilities 1,122,619 687,655
LONG TERM NOTE PAYABLE 119,072 141,953
----------- -----------
Total liabilities 1,241,691 829,608
----------- -----------
COMMITMENTS AND CONTINGENCIES
SHAREHOLDERS' DEFICIENCY:
Common stock, $.001 par value, 42,750,000 shares authorized 24,631,394 and
23,549,801 shares issued and outstanding
as of September 30, 2008 and December 31, 2007 24,630 23,121
Additional paid-in capital 9,219,348 8,520,857
Accumulated deficit (9,810,211) (8,637,316)
----------- -----------
Total shareholders' deficiency (566,233) (93,338)
----------- -----------
Total liabilities and shareholders' deficiency $ 675,458 $ 736,270
=========== ===========
The accompamnying notes are an integral part of the consolidated financial
statements.
3
ENVIRO VORAXIAL TECHNOLOGY, INC. AND SUBSIDIARY
CONSOLIDATED STATEMENTS OF OPERATIONS
Three Months Ended September 30, Nine Months Ended September 30,
-------------------------------- -------------------------------
2008 2007 2008 2007
------------ ------------ ------------ ------------
Revenues, net $ -- $ 22,518 $ 3,500 $ 286,676
Cost of goods sold -- 40,669 -- 77,246
------------ ------------ ------------ ------------
Gross profit (loss) -- (18,151) 3,500 209,430
Costs and operating expenses:
Research and development 182,460 135,479 567,220 305,327
General and administrative 189,213 219,100 598,784 1,420,730
------------ ------------ ------------ ------------
Total costs and operating expenses 371,673 354,579 1,166,004 1,726,057
------------ ------------ ------------ ------------
Loss from operations (371,673) (372,730) (1,162,504) (1,516,627)
Other expenses (incomes):
Interest expense 3,296 -- 10,391 --
------------ ------------ ------------ ------------
Total other expense 3,296 -- 10,391 --
------------ ------------ ------------ ------------
Provision for income taxes -- -- -- --
------------ ------------ ------------ ------------
NET LOSS $ (374,969) $ (372,730) $ (1,172,895) $ (1,516,627)
============ ============ ============ ============
Weighted average number of common shares
outstanding-basic & diluted 24,631,394 22,872,235 23,832,783 22,008,254
============ ============ ============ ============
Basic and diluted loss per common share $ (0.02) $ (0.02) $ (0.05) $ (0.07)
============ ============ ============ ============
The accompamnying notes are an integral part of the consolidated financial
statements.
4
ENVIRO VORAXIAL TECHNOLOGY, INC. AND SUBSIDIARY
CONSOLIDATED STATEMENTS OF CASH FLOWS
For the Nine Months Ended September 30,
---------------------------------------
2008 2007
---------------- ----------------
Cash Flows From Operating Activities:
Net loss $(1,172,895) $(1,516,627)
Adjustments to reconcile net loss to net
cash used by operating activities:
Depreciation 16,986 6,218
Common stock issued for services -- 40,000
Amortization of deferred compensation -- 13,333
Deferred compensation -- --
Issuance of common stock consulting services -- 446,676
Extension of stock options issued 697,500
Changes in assets and liabilities:
Accounts receivable -- 1,479
Inventory -- (218,895)
Accounts payable and accrued expenses 434,965 (33,685)
Deposits (3,695)
----------- -----------
Net cash used in operating activities (720,944) (567,696)
----------- -----------
Cash Flows From Investing Activities:
Purchase of equipment -- (220,655)
----------- -----------
Net cash used by investing activities -- (220,655)
----------- -----------
Cash Flows From Financing Activities:
Repayments toward notes payable (22,881) --
Equipment financing -- 180,098
Proceeds from sales of common stock 699,999 468,000
----------- -----------
Net cash provided by financing activities 677,118 648,098
----------- -----------
Net increase (decrease) in cash and cash equivalents (43,826) (140,253)
Cash and cash equivalents, beginning of period 201,066 390,393
----------- -----------
Cash and cash equivalents, end of period $ 157,240 $ 250,140
=========== ===========
Supplemental Disclosures
Cash paid during the year for interest $ -- $ --
=========== ===========
Cash paid during the year for taxes $ -- $ --
=========== ===========
Common stock options issued for accrued salaries $ -- $ 360,000
=========== ===========
Common stock issued for consulting services $ -- $ 86,676
=========== ===========
Common stock issued for consulting services deferred compensation $ -- $ 80,000
=========== ===========
Extension of stock options $ -- $ 697,500
=========== ===========
The accompamnying notes are an integral part of the consolidated financial
statements.
5
ENVIRO VORAXIAL TECHNOLOGY, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
SEPTEMBER 30, 2008
NOTE A - ORGANIZATION AND OPERATIONS
Organization
------------
Enviro Voraxial Technology, Inc. (the "Company") is a provider of environmental
and industrial separation technology. The Company has developed and patented the
Voraxial(R) Separator, which is a technology that efficiently separates
liquid/liquid, liquid/solid or liquid/liquid/solid fluid streams with distinct
specific gravities. Potential commercial applications and markets include oil
exploration and production, oil refineries, mining, manufacturing and municipal
wastewater industry. The Company currently operates within one segment, which is
the manufacture and sale of the Voraxial(R) Separator.
Florida Precision Aerospace, Inc. (FPA) is the wholly-owned subsidiary of the
Company and is used to manufacture, assemble and test the Voraxial Separator.
NOTE B - GOING CONCERN
The Company has experienced net losses, has negative cash flows from operating
activities, and has to raise capital to sustain operations. There is no
assurance that the Company's developmental and marketing efforts will be
successful, that the Company will ever have commercially accepted products, or
that the Company will achieve a level of revenue sufficient to provide cash
inflows to sustain operations. The Company will continue to require the infusion
of capital until operations become profitable. During the remainder of 2008, the
Company anticipates seeking additional capital, increasing sales of the
Voraxial(R) Separator and reducing expenditures. As a result of the above, the
accompanying consolidated financial statements have been prepared assuming that
the Company will continue as a going concern. The consolidated financial
statements do not include any adjustments that might result from the outcome of
this uncertainty.
NOTE C - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
Interim Financial Statements
----------------------------
The interim financial statements presented herein have been prepared pursuant to
the rules and regulations of the Securities and Exchange Commission ("SEC").
Certain information and footnote disclosures normally included in financial
statements prepared in accordance with accounting principles generally accepted
in the United States of America have been condensed or omitted pursuant to such
rules and regulations. The interim financial statements should be read in
conjunction with the Company's annual financial statements, notes and accounting
policies included in the Company's annual report on Form 10-KSB for the year
ended December 31, 2007 as filed with the SEC. In the opinion of management, all
adjustments (consisting only of normal recurring adjustments) which are
necessary to provide a fair presentation of financial position as of September
30, 2008 and the related operating results and cash flows for the interim period
presented have been made. The results of operations, for the period presented
are not necessarily indicative of the results to be expected for the year.
6
ENVIRO VORAXIAL TECHNOLOGY, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
SEPTEMBER 30, 2008
Principles of Consolidation
---------------------------
The consolidated financial statements include the accounts of the parent
company, Enviro Voraxial Technology, Inc., and its wholly-owned subsidiary,
Florida Precision Aerospace, Inc. All significant intercompany accounts and
transactions have been eliminated.
Estimates
---------
The preparation of consolidated financial statements in conformity with
accounting principles generally accepted in the United States of America
requires management to make estimates and assumptions that affect the reported
amounts of assets and liabilities and disclosures of contingent assets and
liabilities at the date of the financial statements and the reported amounts of
revenue and expenses during the reporting period. Actual results may differ.
Revenue Recognition
-------------------
The Company derives its revenue from the sale and short-term rental of the
Voraxial (R) Separator. The Company presents revenue in accordance with Staff
Accounting Bulletin (SAB) No. 104 "Revenue Recognition in Financial Statements".
Under SAB 104, revenue is realized when persuasive evidence of an arrangement
exists, delivery has occurred, the price is fixed or determinable and
collectability is reasonably assured.
Revenues that are generated from sales of equipment are typically recognized
upon shipment. Our standard agreements generally do not include customer
acceptance or post shipment installation provisions. However, if such provisions
have been included or there is an uncertainty about customer acceptance, revenue
is deferred until we have evidence of customer acceptance and all terms of the
agreement have been complied with. There were no agreements with such provisions
as of September 30, 2008.
The Company recognizes revenue from the short term rental of equipment, ratably
over the life of the agreement, which is usually three to six months.
Fair Value of Instruments
-------------------------
The carrying amounts of the Company's financial instruments, including cash and
cash equivalents, inventory, accounts payable and accrued expenses at September
30, 2008, approximate their fair value because of their relatively short-term
nature.
Cash and Cash Equivalents
-------------------------
The Company considers all highly liquid investments with a maturity of three
months or less at the date of purchase to be cash equivalents. The Company
maintains its cash balances with various financial institutions. Balances at
these institutions may at times exceed the Federal Deposit Insurance Corporate
limits.
7
ENVIRO VORAXIAL TECHNOLOGY, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
SEPTEMBER 30, 2008
Inventory
---------
Inventory consists of components for the Voraxial(R) Separator and is priced at
lower of cost or market. Inventory may include units being rented on a short
term basis or components held by third parties in connection with pilot programs
as part of the continuing evaluation by such third parties as to the
effectiveness and usefulness of the service to be incorporated into their
respective operations. The third parties do not have a contractual obligation to
purchase the equipment. The Company maintains the title and risk of loss.
Therefore, these units are included in the inventory of the Company. As of
September 30, 2008, there were no such components held by third parties.
Fixed Assets
------------
Fixed assets are stated at cost less accumulated depreciation. The cost of
maintenance and repairs is expensed to operations as incurred. Depreciation is
computed by the straight-line method over the estimated economic useful life of
the assets (5-10 years). Gains and losses recognized from the sales or disposal
of assets is the difference between the sales price and the recorded cost less
accumulated depreciation less costs of disposal.
Net Loss Per Share
------------------
Basic and diluted loss per share has been computed by dividing the net loss
available to common stockholders by the weighted average number of common shares
outstanding. The warrants and stock options have been excluded from the
calculation since they would be anti-dilutive.
Such equity instruments may have a dilutive effect in the future and include the
following potential common shares:
Warrants 5,589,367
Stock options 6,335,666
----------
11,925,033
==========
Income Taxes
------------
Deferred income taxes are recognized for the tax consequences in future years of
differences between the tax bases of assets and liabilities and their financial
reporting amounts based on enacted tax laws and statutory tax rates applicable
to the periods in which the differences are expected to affect taxable income.
Valuation allowances are established when necessary to reduce deferred tax
assets to the amount expected to be realized.
Research and Development Expenses
---------------------------------
Research and development costs, which consist of travel expenses, consulting
fees, subcontractors and salaries are expensed as incurred.
8
ENVIRO VORAXIAL TECHNOLOGY, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
SEPTEMBER 30, 2008
Advertising Costs
-----------------
Advertising costs are expensed as incurred and are included in general and
administrative expenses.
Stock-Based Compensation
------------------------
The Company adopted SFAS No. 123(R) effective January 1, 2006. This statement
requires compensation expense relating to share-based payments to be recognized
in net income using a fair-value measurement method. Under the fair value
method, the estimated fair value of awards is charged to income on a
straight-line basis over the requisite service period, which is generally the
vesting period. The company elected the modified prospective method as
prescribed in SFAS No. 123 (R) and therefore, prior periods were not restated.
Under the modified prospective method, this statement was applied to new awards
granted after the time of adoption, as well as to the unvested portion of
previously granted equity-based awards for which the requisite service has not
been rendered as of January 1, 2006.
Prior to January 1, 2006, the Company accounted for stock-based employee
compensation under Accounting Principles Board (APB) Opinion No. 25, "Accounting
for Stock Issued to Employees," and related interpretations. The Company has
adopted the disclosure-only provisions of Statement of Financial Accounting
Standards (SFAS) No. 123, "Accounting for Stock-Based Compensation," and SFAS
No. 148, "Accounting for Stock-Based Compensation - Transition and Disclosure,"
which was released in December 2002 as an amendment of SFAS No. 123. The Company
currently accounts for stock-based compensation under the fair value method
using the Black-Scholes option pricing model as indicated in Note E.
Accounting for the Impairment of Long-Lived Assets
--------------------------------------------------
The long-lived assets held and used by the Company are reviewed for impairment
whenever events or changes in circumstances indicate that the carrying amount of
assets may not be recoverable. It is reasonably possible that these assets could
become impaired as a result of technology or other industry changes.
Determination of recoverability of assets to be held and used is by comparing
the carrying amount of an asset to future net undiscounted cash flows to be
generated by the assets. If such assets are considered to be impaired, the
impairment to be recognized is measured by the amount by which the carrying
amount of assets exceeds the fair value of the assets. Assets to be disposed of
are reported at the lower of the carrying amount or fair value less costs to
sell. There were no impairments of long-lived assets in 2008 or 2007.
Recent accounting pronouncements
--------------------------------
Disclosure about Derivative Instruments and Hedging Activities
In March 2008, the FASB issued SFAS No. 161, "Disclosure about Derivative
Instruments and Hedging Activities," an amendment of FASB Statement No. 133,
(SFAS 161). This statement requires that objectives for using derivative
instruments be disclosed in terms of underlying risk and accounting designation.
The Company is required to adopt SFAS 161 on January 1, 2009. The Company is
9
ENVIRO VORAXIAL TECHNOLOGY, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
SEPTEMBER 30, 2008
currently evaluating the potential impact of SFAS No. 161 on the Company's
consolidated financial statements.
Determination of the Useful Life of Intangible Assets
-----------------------------------------------------
In April 2008, the FASB issued FSP FAS 142-3, "Determination of the Useful Life
of Intangible Assets,", which amends the factors that should be considered in
developing renewal or extension assumptions used to determine the useful life of
intangible assets under FASB 142 "Goodwill and Other Intangible Assets". The
intent of this FSP is to improve the consistency between the useful life of a
recognized intangible asset under SFAS 142 and the period of the expected cash
flows used to measure the fair value of the asset under FASB 141 (revised 2007)
"Business Combinations" and other U.S. generally accepted accounting principles.
The Company is currently evaluating the potential impact of FSP FAS 142-3 on its
consolidated financial statements.
NOTE D - RELATED PARTY TRANSACTIONS
For the nine months ended September 30, 2008, the Company incurred consulting
expenses from the chief executive officer of the Company of $228,750. Of these
amounts, $75,000 has been paid out for the nine months ended September 30, 2008.
The unpaid balance has been included in accrued expenses.
For the nine months ended September 30, 2008, the Company incurred salary
expenses from the vice president of the Company of $228,750. Of these amounts,
$5,000 has been paid out for the nine months ended September 30, 2008. The
unpaid balance has been included in accrued expenses.
NOTE E - CAPITAL TRANSACTIONS
Common stock
------------
During the three months ended March 31, 2008 the Company sold 416,666 shares of
restricted common stock for $.60 per share in a private placement offering.
Total proceeds from the sale were $250,000. The shares contain legends
restricting their transferability absent registration or applicable exemption.
During the three months ended June 30, 2008 the Company sold 500,000 shares of
restricted common stock for $.50 per share in a private placement offering.
Total proceeds from the sale were $250,000. The shares contain legends
restricting their transferability absent registration or applicable exemption.
During the three months ended September 30, 2008 the Company sold 592,593 shares
of restricted common stock for $.34 per share in a private placement offering.
The institutional investor had made previous investments in the Company during
2008. Total proceeds from the sale were $200,000. The shares contain legends
restricting their transferability absent registration or applicable exemption.
Warrants
--------
In January 2008, the Company extended the exercisable life of certain warrants
issued to investors to purchase an aggregate of 243,200 shares of common stock
issued in 2000 for a period of one year. The warrants now expire in February
10
ENVIRO VORAXIAL TECHNOLOGY, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
SEPTEMBER 30, 2008
2009. The purchase price of these warrants ranges from $6.00 - $9.00 per share.
The Company calculated the fair value of the extended warrants by using the
Black-Scholes option-pricing model with the following weighted average
assumptions: no dividend yield for all the years; expected volatility of 55%;
risk-free interest rate of 5% and an expected life of one year. No increase in
fair value was noted and, therefore, no adjustment has been made to the
financial statements as of September 30, 2008.
In January 2008, the Company extended the exercisable life of certain warrants
issued to investors to purchase an aggregate of 200,000 shares of common stock
issued in 2001 for a period of one year. The warrants now expire in April 2009.
The purchase price of the stock under these warrants ranges from $3.00-$4.00 per
share. The Company calculated the fair value of the extended warrants by using
the Black-Scholes option-pricing model with the following weighted average
assumptions: no dividend yield for all the years; expected volatility of 55%;
risk-free interest rate of 5% and an expected life of one year. No increase in
fair value was noted and, therefore, no adjustment has been made to the
financial statements as of September 30, 2008.
Information with respect to warrants outstanding and exercisable at September
30, 2008 is as follows:
Number Range of Exercise Number
Outstanding Price Exercisable
----------- ----- -----------
Balance, December 31, 2007 5,589,367 $0.75 - $9.00 5,389,367
Issued - -
Balance, September 30, 2008 5,589,367 $0.75-$9.00 5,389,367
Information with respect to employee stock options outstanding and employee
stock options exercisable at September 30, 2008 is as follows:
Weighted Average
Options Vested Exercise Price Per Exercise Price Per
Outstanding Shares Common Share Option Outstanding
----------- ------ ------------ ------------------
Balance, December 31, 2006 3,729,666 3,709,666 $0.15-$1.00 $0.52
Granted/vested during the year ended
December 31, 2007 2,981,000 2,981,000 $0.40 $0.40
Expired during 2007 (375,000) (375,000) ($.80-$1.00) ($.90)
Balance, September 30, 2008 6,335,666 6,315,666 $0.15-$1.00 $0.46
11
ENVIRO VORAXIAL TECHNOLOGY, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
SEPTEMBER 30, 2008
The following table summarizes information about the stock options outstanding
at September 30, 2008:
Number
Outstanding at Weighted Average Weighted Number Exercisable
Exercise September 30, Remaining Average at September 30, Weighted Average
Price 2008 Contractual Life Exercise Price 2008 Exercise Price
----- ---- ---------------- -------------- ---- --------------
0.30 45,000 3.25 0.30 45,000 0.30
0.77 200,000 4.25 0.77 200,000 0.77
0.15 2,000,000 4.25 0.15 2,000,000 0.15
1.00 10,000 .08 1.00 10,000 1.00
0.60 697,333 1.25 0.60 697,333 0.60
1.00 697,333 1.25 1.00 697,333 1.00
1.00 50,000 3.00 1.00 50,000 1.00
0.71 30,000 .25 0.71 30,000 0.71
0.40 2,606,000 4.25 0.40 2,981,000 0.40
--------- ---------
6,335,666 6,710,666
--------- ---------
NOTE F - RESTATEMENT OF PREVIOUSLY ISSUED FINANCIAL STATEMENTS
The Company has amended its interim financials for the quarter ended September
30, 2007 to reflect certain adjustments for options issued as repayment for
accrued salaries and the extension of previously issued options.
12
ENVIRO VORAXIAL TECHNOLOGY, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
SEPTEMBER 30, 2008
The following table reflects the effects of the restatements.
Three Months Three Months
Ended Ended Nine Months Ended Nine Months Ended
September 30, 2008 September 30, 2007 September 30, 2008 September 30, 2007
------------------ ------------------ ------------------ ------------------
Common Stock
As previously reported - 22,971 - -
As restated - 22,871 - -
Difference - 100 - -
APIC
As previously reported - - - -
As restated - - - -
Difference - - - -
Deferred Compensation
As previously reported - - - -
As restated - - - -
Difference - - - -
Accumulated Deficit
As previously reported - (8,272,163) - -
As restated - (8,232,163) - -
Difference - 40,000 - -
General and administrative expense
As previously reported - 192,433 - -
As restated - 219,100 - -
Difference - (26,667) - -
Loss from operations before
provision for income taxes
As previously reported - (346,063) - -
As restated - (372,730) - -
Difference - 26,667 - -
Net Income (Loss)
As previously reported - (346,063) - -
As restated - (372,730) - -
Difference - (26,667) - -
Earnings per Share- Basic
As previously reported - - - -
As restated - - - -
Difference - - - -
13
Item 2. Management's Discussion and Analysis of Financial Condition and Plan
of Operations
General
Forward-Looking Statements
--------------------------
The following discussion of the financial condition and results of operations
should be read in conjunction with our consolidated financial statements and
related notes thereto. The following discussion contains forward-looking
statements. Enviro Voraxial Technology is referred to herein as "the Company",
"we" or "our." The words or phrases "would be," "will allow," "intends to,"
"will likely result," "are expected to," "will continue," "is anticipated,"
"estimate," "project," or similar expressions are intended to identify
"forward-looking statements". Such statements include those concerning our
expected financial performance, our corporate strategy and operational plans.
Actual results could differ materially from those projected in the
forward-looking statements as a result of a number of risks and uncertainties.
Statements made herein are as of the date of the filing of this Form 10-Q with
the Securities and Exchange Commission and should not be relied upon as of any
subsequent date. Unless otherwise required by applicable law, we do not
undertake, and we specifically disclaim any obligation, to update any
forward-looking statements to reflect occurrences, developments, unanticipated
events or circumstances after the date of such statement.
Application of Critical Accounting Policies
-------------------------------------------
The Company's consolidated condensed financial statements have been prepared in
accordance with accounting principles generally accepted in the United States of
America. Certain accounting policies have a significant impact on amounts
reported in the financial statements. A summary of these significant accounting
policies can be found in Note B to the Company's financial statements in the
Company's 2007 Annual Report on Form 10-KSB. The Company has not adopted any
significant new policies during the quarter ended September 30, 2008.
Among the significant judgments made in preparation of the Company's financial
statements are the determination of the allowance for doubtful accounts and
adjustments of inventory valuations. These adjustments are made each quarter in
the ordinary course of accounting.
Results of Operations for the Three Months ended September 30, 2008 and 2007:
Revenue
-------
Our revenues decreased to zero for the three months ended September 30, 2008 as
compared to $22,518 for the three months ended September 30, 2007. We believe
the decrease is mainly due to the timing between trials and purchase orders. We
are currently pursuing more trials with more customers in the oil industry than
in previous years and believe that these trials and opportunities will result in
an increase in revenues the near future. The Company is currently working on
numerous opportunities with customers for slop-oil treatment, produced water and
refinery applications. We believe some of these opportunities will result in
purchase orders in the fourth quarter and in fiscal year 2009. The trials
include the Voraxial 2000 Separator, Voraxial 4000 Separator, and multiple
versions of the Voraxial 2000 Separator Skid. The Company also recently signed a
second representative agreement with an oil service company that services both
14
the offshore and onshore exploration and production markets for the country of
Trinidad. We believe this will help facilitate the sale of products in the
future as we have already combined efforts with this oil service company to
market to potential customers. We are in discussions to sign other similar
agreements with oil service companies. The Company continues to focus on its
sales and marketing program for the Voraxial(R) Separator and management
believes such efforts will result in increasing revenues.
Research and Development Expenses
---------------------------------
Research and Development expenses increased by 35% to $182,460 for the three
months ended September 30, 2008, as compared to $135,479 for the previous three
months ended September 30, 2007. Although the Company has finalized the
development of the Voraxial(R) Separator, we targeted expenditures for specific
applications for the technology within the oil industry during the three months
ended September 30, 2008.
General and Administrative Expenses
-----------------------------------
General and Administrative expenses decreased by 14% to $189,213 for the three
months ended September 30, 2008 up from $219,100 for the three months ended
September 30, 2007. Our G&A expenses were fairly constant from the previous year
and is primarily utilized for sales and marketing activity in the oil
exploration and production industry. We continue to focus our efforts on
marketing the Voraxial(R) Separator in the oil industry.
Results of Operations for the Nine Months ended September 30, 2008 and 2007:
Revenue
-------
Our revenues decreased 99% to $3500 for the nine months ended September 30, 2008
as compared to $286,676 for the nine months ended September 30, 2007. We believe
the decrease is mainly due to the timing between trials and purchase orders. We
are currently pursuing more trials with more customers in the oil industry than
in previous years and believe that these trials and opportunities will result in
an increase in revenues the near future. The Company is currently working on
numerous opportunities with customers for slop-oil treatment, produced water and
refinery applications. We believe some of these opportunities will result in
purchase orders in the fourth quarter and in fiscal year 2009. The trials
include the Voraxial 2000 Separator, Voraxial 4000 Separator, and multiple
versions of the Voraxial 2000 Separator Skid. The Company also recently signed a
second representative agreement with an oil service company that services both
the offshore and onshore exploration and production markets for the country of
Trinidad. We believe this will help facilitate the sale of products in the
future as we have already combined efforts with this oil service company to
market to potential customers. We are in discussions to sign other similar
agreements with oil service companies. The Company continues to focus on its
sales and marketing program for the Voraxial(R) Separator and management
believes such efforts will result in increasing revenues.
Research and Development Expenses
---------------------------------
Research and Development expenses increased by 86% to $567,220 for the nine
months ended September 30, 2008, as compared to $305,327 for the previous nine
months ended September 30, 2007. The Company has finalized the development of
the Voraxial(R) Separator and has begun the sales and marketing of the product.
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However, we continue to seek improvements to the product, specifically within
the oil industry. Furthermore, the Company has conducted additional trials at
customer's facilities to further validate the technology. The Company believes
that as the data from these trials are disseminated, these trials will result in
increased revenues in the future.
General and Administrative Expenses
-----------------------------------
General and Administrative expenses decreased by 58% to $598,784 for the nine
months ended September 30, 2008 as compared to $1,420,730 for the nine months
ended September 30, 2007. The decrease was primarily due to non cash expenses in
2007 relating to the issuance and re-pricing of options to employees and
consultants.
Liquidity and Capital Resources:
Cash at September 30, 2008 was $157,240. Working capital deficit at September
30, 2008 was $639,276 as compared to a working capital deficit at December 31,
2007 of $191,322.
At September 30, 2008 the Company had an accumulated deficit of $9,810,211. We
anticipate generating positive cash flow from the Voraxial(R) Separator during
2009. To the extent such revenues and corresponding cash flows do not
materialize, we will continue to require infusion of capital to sustain our
operations. We cannot be assured that we will generate revenues or that the
level of any future revenues will be self-sustaining. Furthermore, we cannot
provide any assurances that required capital will be obtained or that terms of
such required capital may be acceptable to us.
The Company has funded working capital requirements and intends to fund current
working capital requirements through third party financing, including the
private placement of securities. However, the Company cannot provide any
assurances that it will be able to obtain adequate financing. We believe that
including our current cash resources and anticipated revenue to be generated by
our Voraxial(R) Separators, we will have sufficient resources to continue
business operations for the next 6 months. To the extent that these resources
are not sufficient to sustain current operating activities, we will need to seek
additional capital, or adjust our operating plan accordingly. If the Company is
unable to obtain adequate financing, it may reduce its operating activities
until sufficient funding is secured or revenues are generated to support
operating activities. During the three months ended September 30, 2008, the
Company received $200,000 from an institutional energy investor that purchased
an aggregate of 592,593 shares of the Company's restricted common stock at
$0.3375 per share. The institutional energy investor has invested in the Company
in previous private placements. Such proceeds will be used to fund working
capital requirements.
Continuing Losses
We may be unable to continue as a going concern, given our limited operations
and revenues and our significant losses to date. In the past few years, we have
encountered greater expenses in the development of our Voraxial(R) Separators
and have had limited sales income from this development. Consequently, our
working capital may not be sufficient and our operating costs may exceed those
experienced in our prior years. In light of these recent developments, we may be
unable to continue as a going concern. However, we believe that the exposure
received in the past year for the Voraxial Separator has positioned the Company
to begin generating sales and supply us with sufficient working capital. As a
result of the above, the accompanying condensed consolidated financial
statements have been prepared assuming that the Company will continue as a going
16
concern. The condensed consolidated financial statements do not include any
adjustments that might result from the outcome of this uncertainty.
Item 3. Quantitative and Qualitative Disclosures About Market Risk
Smaller reporting company is not required to provide the information required by
this Item.
Item 4T. Controls and Procedures
Evaluation of disclosure controls and procedures
------------------------------------------------
As of the end of the period covered by this report, we carried out an evaluation
of the effectiveness of the design and operation of our disclosure controls and
procedures pursuant to Exchange Act Rule 13a-15(e). This evaluation was done
under the supervision and with the participation of our Principal Executive
Officer and Principal Financial Officer. Based upon that evaluation, our
Principal Executive Officer and Principal Financial Officer concluded that the
design and operation of our disclosure controls and procedures are effective.
Changes in internal controls
----------------------------
There were no changes in our internal controls or in other factors during the
period covered by this report that have materially affected, or is likely to
materially affect the Company's internal controls over financial reporting.
17
PART II. OTHER INFORMATION
Item 1. Legal Proceedings
None.
Item 1A. Risk Factors
None.
Item 2. Unregistered Sales of Equity Securities and Use of Proceeds
During the three month period ended September 30, 2008, the Company
received $200,000 from an institutional energy investor that purchase an
aggregate of 592,593 shares of the Company's restricted common stock at $0.3375
per share. The institutional energy investor has invested in the Company in
previous offerings. The issuance was exempt from registration under Section 4(2)
of the Securities Act. The investor received information concerning the Company
and had the opportunity to ask questions concerning the viability of the
Company. The shares contain legends restricting their transferability absent
registration or applicable exemption.
Item 3. Default Upon Senior Securities
None.
Item 4. Submission of Matters to a Vote of Securities
None.
Item 5. Other Information
None.
Item 6. Exhibits
Exhibits required by Item 601 of Regulation S-K
31.1 Form 302 Certification of Chief Executive Officer
31.2 Form 302 Certification of Principal Financial Officer
32.1 Form 906 Certification of Chief Executive Officer and
Principal Financial Officer
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SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934, the
Registrant has duly caused this report to be signed on its behalf by the
undersigned as a duly authorized officer of the Registrant.
Enviro Voraxial Technology, Inc.
By: /s/ Alberto DiBella
--------------------
Alberto DiBella
Chief Executive Officer and
Principal Financial Officer
DATED: November 14, 2008
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