U.S. SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
Amendment No. 1 to
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 March 31, 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 company)
Smaller reporting 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: March 31, 2008, we had 23,549,801
shares of our Common Stock outstanding.
INDEX
PART I. CONSOLIDATED CONDENSED FINANCIAL INFORMATION
------- --------------------------------------------
Item 1. Condensed Consolidated Financial Statements.............................................. 3
Condensed Consolidated Balance Sheet..................................................... 3
Condensed Consolidated Statements of Operations.......................................... 4
Condensed Consolidated Statements of Cash Flows ......................................... 5
Notes to Condensed Consolidated Financial Statements..................................... 6
Item 2. Management's Discussion and Analysis and Plan of
Operation.............................................................................. 13
Item 3. Quantitative and Qualitative Disclosures About Market Risk............................... 15
Item 4T. Controls and Procedures.................................................................. 15
PART II. OTHER INFORMATION
-------- -----------------
Item 1. Legal Proceedings........................................................................ 16
Item 1A. Risk Factors............................................................................. 16
Item 2. Unregistered Sales of Equity Securities and Use of Proceeds.............................. 16
Item 3. Defaults Upon Senior Securities.......................................................... 16
Item 4. Submission of Matters to a Vote of Security Holders...................................... 16
Item 5. Other Information........................................................................ 16
Item 6. Exhibits................................................................................. 16
Signatures ......................................................................................... 17
2
PART I: CONSOLIDATED FINANCIAL INFORMATION
------------------------------------------
Item 1. Financial Statements.
ENVIRO VORAXIAL TECHNOLOGY, INC. AND SUBSIDIARY
CONSOLIDATED BALANCE SHEETS
March 31, December 31,
2008 2007
------------ -------------
ASSETS
CURRENT ASSETS:
Cash and cash equivalents $ 201,875 $ 201,066
Accounts receivable, net 3,500 --
Inventory, net 295,267 295,267
----------- -----------
Total current assets 500,642 496,333
FIXED ASSETS, NET 220,580 226,242
OTHER ASSETS 13,695 13,695
----------- -----------
Total assets $ 734,917 $ 736,270
=========== ===========
LIABILITIES AND SHAREHOLDERS' DEFICIENCY
CURRENT LIABILITIES:
Accounts payable and accrued expenses $ 789,024 $ 656,819
Current portion of note payable 30,836 30,836
----------- -----------
Total current liabilities 819,860 687,655
LONG TERM NOTE PAYABLE 130,868 141,953
----------- -----------
Total liabilities 950,728 829,608
----------- -----------
COMMITMENTS AND CONTINGENCIES
SHAREHOLDERS' DEFICIENCY:
Common stock, $.001 par value, 42,750,000
shares authorized 23,549,801 and
23,122,135 shares issued and oustanding
as of March 31, 2008 and December 31, 2007 23,538 23,121
Additional paid-in capital 8,770,441 8,520,857
Accumulated deficit (9,009,790) (8,637,316)
----------- -----------
Total shareholders' deficiency (215,811) (93,338)
----------- -----------
Total liabilities and shareholders' deficiency $ 734,917 $ 736,270
=========== ===========
The accompanying notes are an integral part of the consolidated financial
statements.
3
ENVIRO VORAXIAL TECHNOLOGY, INC. AND SUBSIDIARY
CONSOLIDATED STATEMENTS OF OPERATIONS
Three Months Ended March 31,
2008 2007
(as restated)
------------ ------------
Revenues, net $ 3,500 $ 53,631
Cost of goods sold -- 11,686
------------ ------------
Gross profit 3,500 41,945
Costs and operating expenses:
Research and development 198,975 82,595
General and administrative 176,998 1,086,494
------------ ------------
Total costs and operating expenses 375,973 1,169,089
------------ ------------
Loss from operations (372,473) (1,127,144)
Provision for income taxes -- --
------------ ------------
NET LOSS $ (372,473) $ (1,127,144)
============ ============
Weighted average number of common shares
outstanding-basic & diluted 21,267,509 21,125,568
============ ============
Basic and diluted loss per common share $ (0.02) $ (0.05)
============ ============
The accompanying notes are an integral part of the consolidated financial
statements.
4
ENVIRO VORAXIAL TECHNOLOGY, INC. AND SUBSIDIARY
CONSOLIDATED STATEMENTS OF CASH FLOWS
For the Three Months Ended March 31,
2008 2007
(as restated)
--------------- -----------------
Cash Flows From Operating Activities:
Net loss $ (372,473) $(1,127,144)
Adjustments to reconcile net loss to net
cash used by operating activities:
Depreciation 5,662 278
Common stock issued for services -- 99
Amortization of deferred compensation -- 13,333
Deferred compensation -- 26,667
Issuance of common stock consulting services -- 446,676
Extension of stock options issued -- 697,500
Changes in assets and liabilities:
Accounts receivable (3,500) (123,866)
Inventory -- (91,017)
Accounts payable and accrued expenses 132,204 (2,390)
----------- -----------
Net cash used in operating activities (238,107) (159,864)
----------- -----------
Cash Flows From Investing Activities:
Purchase of equipment -- (5,294)
----------- -----------
Net cash used by investing activities -- (5,294)
----------- -----------
Cash Flows From Financing Activities:
Repayments toward notes payable (11,085) --
Proceeds from sales of common stock 250,001 --
----------- -----------
Net cash provided by financing activities 238,916 --
----------- -----------
Net increase (decrease) in cash and cash equivalents 809 (165,158)
Cash and cash equivalents, beginning of period 201,066 390,393
----------- -----------
Cash and cash equivalents, end of period $ 201,875 $ 225,235
=========== ===========
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
and deferred compensation $ -- $ 40,000
=========== ===========
Extension of stock options $ -- $ 697,500
=========== ===========
The accompanying notes are an integral part of the consolidated financial
statements.
5
ENVIRO VORAXIAL TECHNOLOGY, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
MARCH 31, 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 2008, the Company
anticipates seeking additional capital, increasing sales of the Voraxial(R)
Separator and continuing to restrict 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 March 31,
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
MARCH 31, 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 March 31, 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 March 31,
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
MARCH 31, 2008
Inventory
---------
Inventory consists of components for the Voraxial(R) Separator and is priced at
lower of first-in, first-out cost or market. Inventory includes units being
rented on a short term basis and 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.
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.
Advertising Costs
-----------------
Advertising costs are expensed as incurred and are included in general and
administrative expenses.
8
ENVIRO VORAXIAL TECHNOLOGY, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
MARCH 31, 2008
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 G.
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
currently evaluating the potential impact of SFAS No. 161 on the Company's
consolidated financial statements.
9
ENVIRO VORAXIAL TECHNOLOGY, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
MARCH 31, 2008
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 - CONCENTRATION OF CREDIT RISK
One customer accounted for approximately 100% and 63% of revenue for three
months ended March 31, 2008 and 2007. As of March 31, 2008 and 2007, there was
$3,500 and $0 in outstanding receivables from this customer.
NOTE E - RELATED PARTY TRANSACTIONS
For the three months ended March 31, 2008, the Company incurred consulting
expenses from the chief executive officer and majority stockholder of the
Company of $78,860. Of these amounts, $28,485 has been paid out for the three
moths ended March 31, 2008. The unpaid balance has been included in accrued
expenses.
NOTE F - 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.
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
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 five years. No increase in
fair value was noted and, therefore, no adjustment has been made to the
financial statements as of March 31, 2008.
10
ENVIRO VORAXIAL TECHNOLOGY, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
MARCH 31, 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 five years. No increase in
fair value was noted and, therefore, no adjustment has been made to the
financial statements as of March 31, 2008.
Information with respect to warrants outstanding and exercisable at March 31,
2008 is as follows:
-----------------------------------------------------------------------------------------------------------
Number Range of Exercise Number
Outstanding Price Exercisable
-----------------------------------------------------------------------------------------------------------
Balance, December 31, 2006 5,589,367 $0.75 - $9.00 5,389,367
-----------------------------------------------------------------------------------------------------------
Issued - -
-----------------------------------------------------------------------------------------------------------
Balance, March 31, 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 March 31, 2008 is as follows:
-----------------------------------------------------------------------------------------------------------------
Weighted Average
Exercise Price
Options Vested Exercise Price Per Per Option
Outstanding Shares Common Share 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, March 31, 2008 6,335,666 6,315,666 $0.15-$1.00 $0.46
-----------------------------------------------------------------------------------------------------------------
11
ENVIRO VORAXIAL TECHNOLOGY, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
MARCH 31, 2008
The following table summarizes information about the stock options outstanding
at March 31, 2008:
----------------------------------------------------------------------------------------------------------------
Weighted
Average
Number Remaining Weighted
Exercise Outstanding at Contractual Average Number Exercisable Weighted Average
Price March 31, 2008 Life Exercise Price at March 31, 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 6,335,666
--------- ---------
----------------------------------------------------------------------------------------------------------------
NOTE G - RESTATEMENT OF PREVIOUSLY ISSUED FINANCIAL STATEMENTS
The Company has amended its interim financials for the quarter ended March 31,
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
MARCH 31, 2008
NOTE G - RESTATEMENT OF PREVIOUSLY ISSUED FINANCIAL STATEMENTS (CONTINUED)
The following table reflects the effects of the restatements.
------------------------------------------------- --------------------------- --------------------------
Three Months Three Months
Ended Ended
March 31, 2008 March 31, 2007
------------------------------------------------- --------------------------- --------------------------
Common Stock
------------------------------------------------- --------------------------- --------------------------
As previously reported - 22,191
------------------------------------------------- --------------------------- --------------------------
As restated - 22,091
------------------------------------------------- --------------------------- --------------------------
Difference - (100)
------------------------------------------------- --------------------------- --------------------------
------------------------------------------------- --------------------------- --------------------------
APIC
------------------------------------------------- --------------------------- --------------------------
As previously reported - 7,146,287
------------------------------------------------- --------------------------- --------------------------
As restated - 7,903,887
------------------------------------------------- --------------------------- --------------------------
Difference - 757,600
------------------------------------------------- --------------------------- --------------------------
Deferred Compensation
------------------------------------------------- --------------------------- --------------------------
As previously reported - -
------------------------------------------------- --------------------------- --------------------------
As restated - -
------------------------------------------------- --------------------------- --------------------------
Difference - -
------------------------------------------------- --------------------------- --------------------------
Accumulated Deficit
------------------------------------------------- --------------------------- --------------------------
As previously reported - (7,085,180)
------------------------------------------------- --------------------------- --------------------------
As restated - (7,842,680)
------------------------------------------------- --------------------------- --------------------------
Difference - (757,500)
------------------------------------------------- --------------------------- --------------------------
General and administrative expense
------------------------------------------------- --------------------------- --------------------------
As previously reported - 328,994
------------------------------------------------- --------------------------- --------------------------
As restated - 1,086,494
------------------------------------------------- --------------------------- --------------------------
Difference - 757,500
------------------------------------------------- --------------------------- --------------------------
Loss from operations before provision for
income taxes
------------------------------------------------- --------------------------- --------------------------
As previously reported - (369,644)
------------------------------------------------- --------------------------- --------------------------
As restated - (1,127,144)
------------------------------------------------- --------------------------- --------------------------
Difference - (757,500)
------------------------------------------------- --------------------------- --------------------------
Net Income (Loss)
------------------------------------------------- --------------------------- --------------------------
As previously reported - (369,644)
------------------------------------------------- --------------------------- --------------------------
As restated - (1,127,144)
------------------------------------------------- --------------------------- --------------------------
Difference - (757,500)
------------------------------------------------- --------------------------- --------------------------
Earnings per Share- Basic
------------------------------------------------- --------------------------- --------------------------
As previously reported - (.01)
------------------------------------------------- --------------------------- --------------------------
As restated - (.05)
------------------------------------------------- --------------------------- --------------------------
Difference - (.04)
------------------------------------------------- --------------------------- --------------------------
13
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, Inc. 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 March 31, 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 March 31, 2008 and 2007:
Revenue
-------
Our revenues were $3,500 for the three months ended March 31, 2008 as compared
to $53,631 for the three months ended March 31, 2007. The Company is currently
working on numerous opportunities with customers for slop-oil treatment,
produced water and refinery applications; however sales to these customers have
yet to materialize. 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 in 2008.
14
Cost of Goods Sold
------------------
Our cost of goods sold decreased to zero for the three months ended March 31,
2008 as compared to $11,686 for the three months ended March 31, 2007, a
decrease of $11,686, which is a directly related to the decrease in revenues
reflected above.
Research and Development Expenses
---------------------------------
Research and Development expenses increased by approximately 141% to $198,975
for the three months ended March 31, 2008, as compared to $82,595 for the
previous three months ended March 31, 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 March 31, 2008.
General and Administrative Expenses
-----------------------------------
General and Administrative expenses decreased approximately 84% to $176,998 for
the three months ended March 31, 2008 from $1,086,494 for the three months ended
March 31, 2007. The decrease was primarily due to a non-cash expenses relating
to the issuance of options to employees and consultants in 2007. We continue to
focus our efforts on marketing of the Voraxial(R) Separator.
Liquidity and Capital Resources:
--------------------------------
Cash at March 31, 2008 was $201,875. Working capital deficit at March 31, 2008
was $319,218 as compared to a working capital deficit at December 31, 2007 of
approximately $191,322.
At March 31, 2008 the Company had an accumulated deficit of $9,009,790. We
anticipate generating positive cash flow from the Voraxial(R) Separator by the
end of 2008. To the extent such revenues and corresponding cash flows do not
materialize, we will 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.
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. We cannot provide any assurances that required
capital will be obtained or that terms of such required capital may be
acceptable to us. 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.
Continuing Losses
-----------------
We may be unable to continue as a going concern, given our limited operations
and revenues and our significant losses to date. Since 2001, 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
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continue as a going concern. The Company has experienced net losses, has a
working capital deficit and sustained cash outflows from operating activities
and had 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 significant revenues. 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
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
Not applicable to smaller reporting company.
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 our
disclosure controls and procedures are effective in gathering, analyzing and
disclosing information needed to satisfy our disclosure obligations under the
Exchange Act.
Changes in internal controls
----------------------------
There were no changes in our internal controls or in other factor 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.
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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 March 31, 2008, the Company
received $250,000 from an institution that purchased an aggregate of 416,666
shares of the Company's restricted common stock at $0.60 per share. The
institution was deemed to be an accredited investor. The issuances were 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. Defaults Upon Senior Securities
None.
Item 4. Submission of Matters to a Vote of Security Holders
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: October 1, 2008
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