U.S. SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
Amendment No. 2 to
FORM 10-QSB
(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, 2007
[ ] 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 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, 2007, we had 22,872,235
shares of our Common Stock outstanding.
Transitional Small Business Disclosure Format (Check one): Yes [ ] No [X]
INDEX
Page
----
PART I. CONSOLIDATED FINANCIAL INFORMATION
------- ----------------------------------
Item 1. Consolidated Financial Statements........................................................ 3
Consolidated Balance Sheet............................................................... 3
Consolidated Statements of Operations.................................................... 4
Consolidated Statement of Changes in Shareholders' Equity................................ 5
Consolidated Statements of Cash Flows ................................................... 6
Notes to Consolidated Financial Statements............................................... 7
Item 2. Management's Discussion and Analysis and Plan of
Operation................................................................................ 13
Item 3. Controls and Procedures.................................................................. 15
PART II. OTHER INFORMATION
-------- -----------------
Item 1. Legal Proceedings........................................................................ 16
Item 2. Unregistered Sales of Equity Securities and Use of Proceeds.............................. 16
Item 3. Default Upon Senior Securities........................................................... 16
Item 4. Submission of Matters to a Vote of Securities............................................ 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 SHEET
September 30,
2007
(Unaudited)
--------------------------
(Restated)
ASSETS
CURRENT ASSETS:
Cash and cash equivalents $ 250,140
Accounts receivable, net 59,862
Inventory 417,041
--------------------------
Total current assets 727,043
FIXED ASSETS, NET 219,192
OTHER ASSETS 13,695
--------------------------
Total assets $ 959,930
==========================
LIABILITIES AND SHAREHOLDERS' EQUITY
CURRENT LIABILITIES:
Accounts payable and accrued expenses $ 618,017
--------------------------
Total current liabilities 618,017
--------------------------
LONG TERM LIABILITIES
Note Payable - Equipment 180,098
--------------------------
TOTAL LIABILITIES 798,115
--------------------------
COMMITMENTS AND CONTINGENCIES
SHAREHOLDERS' EQUITY:
Common stock, $.001 par value, 42,750,000 shares authorized;
22,872,235 shares issued and outstanding 22,871
Additional paid-in capital 8,371,107
Accumulated deficit (8,232,163)
--------------------------
Total shareholders' equity 161,815
--------------------------
Total liabilities and shareholders' equity $ 959,930
==========================
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 September 30, Nine Months Ended September 30,
------------------------------------ ------------------------------------
2007 2006 2007 2006
---------------- ---------------- -------------- ------------------
(as restated) (as restated)
Revenues, net $ 22,518 $ 46,261 $ 286,676 $ 208,425
Cost of goods sold 40,669 6,423 77,246 71,410
---------------- ----------------- ---------------- ------------------
Gross profit (loss) (18,151) 39,838 209,430 137,015
Costs and operating expenses:
Research and development 135,479 102,408 305,327 281,124
General and administrative 219,100 135,748 1,420,730 441,257
---------------- ----------------- ---------------- ------------------
Total costs and operating expenses 354,579 238,156 1,726,057 722,381
---------------- ----------------- ---------------- ------------------
Loss from operations (372,730) (198,318) (1,516,627) (585,366)
Provision for income taxes - - - -
---------------- ----------------- ---------------- ------------------
NET LOSS $ (372,730) $ (198,318) $ (1,516,627) $ (585,366)
================ ================= ================ ==================
Weighted average number of common shares
outstanding-basic & diluted 22,872,235 20,751,262 22,008,254 20,067,888
================ ================= ================ ==================
Basic and diluted loss per common share $ (0.02) $ (0.01) $ (0.07) $ (0.03)
================ ================= ================ ==================
The accompanying notes are an integral part of the consolidated financial
statements.
4
ENVIRO VORAXIAL TECHNOLOGY, INC. AND SUBSIDIARY
CONSOLIDATED STATEMENTS OF CHANGES IN SHAREHOLDERS' EQUITY-RESTATED
Common Stock Additional
------------------------- Paid-in Deferred Accumulated
Shares Amount Capital Compensation Deficit Total
------ ------ ------- ------------ ------- -----
Balance at December 31, 2004 17,676,402 $ 18,000 $ 4,953,000 $ (11,000) $ (4,791,000) $ 169,000
Issuance of common stock for
consulting services 300,000 300 141,519 (56,875) - 84,944
Issuance of options for services - - 21,000 - - 21,000
Issuance of restricted common
stock at $.40 per share 1,468,333 1,144 586,189 - - 587,333
Issuance of common stock for
consulting services 15,000 15 7,635 - - 7,650
Amortization of deferred compensation - - - 14,438 - 14,438
Net loss - - - - (1,091,005) (1,091,005)
------------ ----------- ------------- ------------ --------------- ------------
Balance - December 31, 2005 19,459,735 $ 19,459 $ 5,709,343 $ (53,437) $ (5,882,005) $ (206,640)
Issuance of common stock for investments 2,232,500 2,232 890,768 - - 893,000
Issuance of restricted common stock at
$.40 per share 300,000 300 119,700 (13,333) - 106,667
Amortization of deferred compensation - - - 53,437 - 53,437
Net loss - - - - (833,531) (833,531)
------------ ----------- ------------- ------------ --------------- ------------
Balance - December 31, 2006 21,992,235 $ 21,991 $ 6,719,811 $ (13,333) $ (6,715,536) $ 12,933
Issuance of options for accrued salary - - 360,000 - - 360,000
Issunace of options for services - - 86,676 - - 86,676
Issuance of common stock for
consulting services 100,000 100 39,900 (13,333) - 26,667
Extension of options issued - - 697,500 - - 697,500
Amortization of deferred compensation - - - 13,333 - 13,333
Net loss - - - - (1,127,144) (1,127,144)
------------ ----------- ------------- ------------ --------------- ------------
Balance - March 31, 2007 22,092,235 $ 22,091 $ 7,903,887 $ (13,333) $ (7,842,680) $ 69,965
Issuance of common stock 780,000 780 467,220 - - 468,000
Amortization of deferred compensation - - - 13,333 - 13,333
Net loss - - - - (16,753) (16,753)
------------ ----------- ------------- ------------ --------------- ------------
Balance - June 30, 2007 22,872,235 $ 22,871 $ 8,371,107 $ (0) $ (7,859,433) $ 534,545
Net loss - - - - (372,730) (372,730)
------------ ----------- ------------- ------------ --------------- ------------
Balance - September 30, 2007 22,872,235 $ 22,871 $ 8,371,107 $ - $ (8,232,163) $ 161,815
============ =========== ============= ============ =============== ============
The accompanying notes are an integral part of the consolidated financial
statements.
5
ENVIRO VORAXIAL TECHNOLOGY, INC. AND SUBSIDIARY
CONSOLIDATED STATEMENTS OF CHANGES IN CASH FLOWS
For Nine Months Ended September 30,
--------------------------------------------------
2007 2006
----------------------- -----------------------
(Restated)
Cash Flows From Operating Activities:
Net loss $ (1,516,627) $ (585,366)
Adjustments to reconcile net loss to net
cash used by operating activities:
Depreciation 6,218 513
Common stock issued for services 40,000 60,000
Amortization of deferred compensation 13,333 33,367
Deferred compensation - 20,000
Issuance of common stock for consulting services 446,676
Extension of stock options issued 697,500
Changes in operating assets and liabilities:
Accounts receivable 1,479 (41,430)
Inventory (218,895) (71,098)
Prepaid insurance - (8,997)
Accounts payable and accrued expenses (33,685) 164,812
Deposits (3,695) -
----------------------- -----------------------
Net cash used in operating activities (567,696) (428,199)
----------------------- -----------------------
Cash Flows From Investing Activities:
Purchase of equipment (220,655) -
----------------------- -----------------------
Net cash used in investing activities (220,655) -
----------------------- -----------------------
Cash Flows From Financing Activities:
Equipment financing 180,098
Proceeds from sales of common stock 468,000 733,000
----------------------- -----------------------
Net cash provided by financing activities 648,098 733,000
----------------------- -----------------------
Net increase in cash and cash equivalents (140,253) 304,801
Cash and cash equivalents, beginning of period 390,393 76,691
----------------------- -----------------------
Cash and cash equivalents, end of period $ 250,140 $ 381,492
======================= =======================
Supplemental Disclosures
Cash paid during the year for interest $ - $ -
======================= =======================
Cash paid during the year for taxes $ - $ -
======================= =======================
Common stock issued for deferred consulting $ - $ 20,000
======================= =======================
Common stock issued for consulting services $ 40,000 $ 60,000
======================= =======================
Common stock options issued for accrued salaries $ 360,000 $ -
======================= =======================
Common stock options issued for consulting services $ 86,676 $ -
======================= =======================
Extention of stock options $ 697,500 $ -
======================= =======================
The accompanying notes are an integral part of the consolidated financial
statements.
6
ENVIRO VORAXIAL TECHNOLOGY, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
SEPTEMBER 30, 2007
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 solids
and liquids with distinct specific gravities. Potential commercial applications
and markets include oil exploration and production, oil and water separation,
environmental cleanup and pre-treatment of wastewater at municipal wastewater
(headworks) facilities.
Florida Precision Aerospace, Inc. (FPA) is the wholly owned subsidiary of the
Company and is used to do contract work with the aerospace, automotive and
defense contracting activity.
NOTE B - GOING CONCERN
The Company has experienced net losses and negative cash flows from operating
activities. They will need to raise capital to sustain operations. There is no
assurance that the Company will ever have commercially accepted products, that
their developmental and marketing efforts will be successful or that they 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 2007, 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, 2006 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, 2007 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.
7
ENVIRO VORAXIAL TECHNOLOGY, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
SEPTEMBER 30, 2007
Recent Accounting Pronouncements
--------------------------------
In February 2007, the Financial Accounting Standards Board (FASB) issued
Statement of Financial Accounting Standards (SFAS) No. 159, "The Fair Value
Option for Financial Assets and Financial Liabilities - Including an amendment
of FASB Statement No. 115" ("SFAS No. 159"). SFAS No. 159 allows companies to
choose to measure many financial instruments and certain other items at fair
value. SFAS No. 159 will become effective for the Company beginning in fiscal
2009. The Company is currently evaluating what effects the adoption of SFAS No.
159 will have on the Company's future results of operations and financial
condition
NOTE D - CAPITAL TRANSACTIONS
Common stock
------------
In February 2007, the company entered into a three month consulting agreement
and agreed to issue 100,000 shares of common stock for services preformed by a
consultant which were valued at $40,000.
During the nine months ended September 30, 2007 the Company sold 780,000 shares
of common stock for $.60 per share in a private placement offering. Total
proceeds from the sale were $468,000.
Warrants
--------
In January 2007, 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
2008. 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 25%;
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 September 30, 2007.
In January 2007, 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 2008.
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 25%;
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 September 30, 2007.
8
ENVIRO VORAXIAL TECHNOLOGY, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
SEPTEMBER 30, 2007
NOTE D - CAPITAL TRANSACTIONS (CONTINUED)
Options extended
----------------
In January 2007, the Company extended the exercisable life of certain options
issued to an employee and consultant to purchase an aggregate of 2,000,000
shares of common stock issued in 2002 for a period of five years. The options
continue to be exercisable at $0.15 per share, fully vested and now expire on
January 31, 2012. The Company calculated the fair value of the options at the
extended grant date 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. This results in fair value of approximately $687,000, which has
been recorded as compensation expense for the nine months ended September 30,
2007.
In January 2007, the Company extended the exercisable life of certain options
issued to an employee and consultant to purchase an aggregate of 200,000 shares
of common stock issued in 2002 for a period of five years. The options continue
to be exercisable at $0.77 per share, fully vested and now expire on January 31,
2012. The Company calculated the fair value of the options at the extended grant
date 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 fair
value was associated with these options as a result and not adjustment has been
made to the financial statements as of September 30, 2007.
In January 2007, the Company extended the exercisable life of certain options
issued an employee to purchase an aggregate of 45,000 shares of common stock
issued in 2001 for a period of five years. The options now expire in February
2011. These options are fully vested and continue to be exercisable at $0.30 per
share. The Company calculated the fair value of the options at the extended
grant date 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. This results in a fair value of approximately $10,500, which has been
recorded as compensation expense for the nine months ended September 30, 2007.
Options granted
---------------
In January 2007, the Company granted 2,000,000 stock options to officers to
reduce the amount of accrued salaries and consulting fees due to them by
$300,000. The options are exercisable at $0.40 per share. These options are
fully vested and expire on January 31, 2012. The Company calculated the fair
value of the options at the grant date 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. This results in a fair value of approximately
$360,000, of which $300,000 was previously recorded as compensation expense. The
9
ENVIRO VORAXIAL TECHNOLOGY, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
SEPTEMBER 30, 2007
NOTE D - CAPITAL TRANSACTIONS (CONTINUED)
remaining $60,000 has been recorded as compensation expense for the nine months
ended September 30, 2007.
In January 2007, the Company granted 606,000 stock options to employees or
outside consultants, exercisable at $0.40 per share. These options vest equally
over the life of the options, which range from 1 to 5 years. The Company
calculated the fair value of the options at the grant date 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 1 to 5 years, resulting in
a fair value of approximately $86,000.
In January 2007, the Company issued 375,000 stock options to a consultant,
exercisable at $0.80 -$1.00 per share. These options are fully vested and expire
on October 31, 2007. The Company calculated the fair value of the options at the
grant date 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 10
months. Based on the above, the options were not considered to have a fair value
associated with them.
Options-additional information
------------------------------
Information with respect to employee stock options outstanding and employee
stock options exercisable at September 30, 2007 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 period ended September 30, 2,981,000 2,981,000 $0.40 $0.40
2007
----------------------------------------------------------------------------------------------------------------------------
Balance, September 30, 2007 6,710,666 6,690,666 $0.15-$1.00 $0.46
----------------------------------------------------------------------------------------------------------------------------
10
ENVIRO VORAXIAL TECHNOLOGY, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
SEPTEMBER 30, 2007
NOTE D - CAPITAL TRANSACTIONS (CONTINUED)
The following table summarizes information about the stock options outstanding
at September 30, 2007:
------------------------------------------------------------------------------------------------------------------------------
Weighted Average
Exercise Number Outstanding Remaining Weighted Average Number Exercisable at Weighted Average
Price at September 30, 2007 Contractual Life Exercise Price September 30, 2007 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 2,981,000 4.25 0.40 2,981,000 0.40
--------- ---------
6,710,666 6,710,666
========= =========
------------------------------------------------------------------------------------------------------------------------------
11
ENVIRO VORAXIAL TECHNOLOGY, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
SEPTEMBER 30, 2007
NOTE D - CAPITAL TRANSACTIONS (CONTINUED)
Warrants
--------
Information with respect to warrants outstanding and exercisable at September
30, 2007 is as follows:
---------------------------------------------------------------------------------------------------------------
Number Range of Number
Outstanding Exercise Price Exercisable
---------------------------------------------------------------------------------------------------------------
Balance, December 31, 2006 5,589,367 $0.75 - $9.00 5,389,367
---------------------------------------------------------------------------------------------------------------
Issued - -
---------------------------------------------------------------------------------------------------------------
Balance, September 30, 2007 5,589,367 $0.75-$9.00 5,389,367
---------------------------------------------------------------------------------------------------------------
NOTE E - RELATED PARTY TRANSACTIONS
For the nine months ended September 30, 2007, the Company incurred consulting
expenses from the chief executive officer and majority stockholder of the
Company of $173,750. Of these amounts, $43,000 has been paid out for the nine
months ended September 30, 2007. The accumulated unpaid balance has been
included in accrued expenses.
NOTE F - CONCENTRATION
Revenues
--------
For the nine months ended September 30, 2007, the Company generated over 80% of
its revenues from one customer.
NOTE G - 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.
In addition, we have included updates that were made to the supplemental
disclosures contained within the Statement of Cash Flows.
12
ENVIRO VORAXIAL TECHNOLOGY, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
SEPTEMBER 30, 2007
NOTE G - RESTATEMENT OF PREVIOUSLY ISSUED FINANCIAL STATEMENTS (CONTINUED)
The following table reflects the effects of the restatements.
----------------------------------- --------------- ------------------- ---------------- -----------------
Three Months Three Months Nine Months Nine Months
Ended Ended Ended Ended
September 30, September 30, 2006 September 30, September 30,
2007 2007 2006
----------------------------------- --------------- ------------------- ---------------- -----------------
Balance Sheet/Statement of
Shareholders' Equity
----------------------------------- --------------- ------------------- ---------------- -----------------
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 - - - -
----------------------------------- --------------- ------------------- ---------------- -----------------
Statement of Cash Flow-
Supplemental Disclosures of
Non-Cash Financing and Investing
Activities
----------------------------------- --------------- ------------------- ---------------- -----------------
Common stock issued for - - -
consulting services
----------------------------------- --------------- ------------------- ---------------- -----------------
As previously reported 40,000 - - -
----------------------------------- --------------- ------------------- ---------------- -----------------
As restated 40,000 - - -
----------------------------------- --------------- ------------------- ---------------- -----------------
Difference -
----------------------------------- --------------- ------------------- ---------------- -----------------
Common stock issued for accrued
salaries
----------------------------------- --------------- ------------------- ---------------- -----------------
As previously reported - - - -
----------------------------------- --------------- ------------------- ---------------- -----------------
As restated 360,000 - - -
----------------------------------- --------------- ------------------- ---------------- -----------------
Difference 360,000 - - -
----------------------------------- --------------- ------------------- ---------------- -----------------
Common stock options issued for
consulting services
----------------------------------- --------------- ------------------- ---------------- -----------------
As previously reported - - - -
----------------------------------- --------------- ------------------- ---------------- -----------------
As restated 86,676 - - -
----------------------------------- --------------- ------------------- ---------------- -----------------
Difference 86,676 - - -
----------------------------------- --------------- ------------------- ---------------- -----------------
Extension of stock options
----------------------------------- --------------- ------------------- ---------------- -----------------
As previously reported - - - -
----------------------------------- --------------- ------------------- ---------------- -----------------
As restated 697,500 - - -
----------------------------------- --------------- ------------------- ---------------- -----------------
Difference 697,500 - - -
----------------------------------- --------------- ------------------- ---------------- -----------------
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(R) 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-QSB 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 2006 Annual Report on Form 10-KSB. The Company has not adopted any
significant new policies during the quarter ended September 30, 2007.
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, 2007 and 2006:
Revenue
-------
Our revenues decreased to $22,518 for the three months ended September 30, 2007
as compared to $46,261 for the three months ended September 30, 2006. Revenues
from both periods relate to the sales of Voraxial(R) Separator Equipment. The
Company continues to focus on its sales and marketing program for the
Voraxial(R) Separator, specifically in the oil exploration and production
market. Management believes such efforts will result in more clients and
increasing revenues in 2008.
Research and Development Expenses
---------------------------------
Research and Development expenses increased by 32% to $135,479 for the three
months ended September 30, 2007, as compared to $102,408 for the previous three
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months ended September 30, 2006. 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, 2007.
General and Administrative Expenses
-----------------------------------
General and Administrative expenses increased by 61% to $219,100 for the three
months ended September 30, 2007 up from $135,748 for the three months ended
September 30, 2006. The increase was primarily due to the increase in 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, 2007 and 2006:
Revenue
-------
Our revenues increased 38% to $286,676 for the nine months ended September 30,
2007 as compared to $208,425 for the nine months ended September 30, 2006. The
increase in revenue was due to the sales of Voraxial(R) Separator equipment. The
Company continues to focus on its sales and marketing program for the
Voraxial(R) Separator, specifically in the oil exploration and production
market. Interest in the Voraxial Separator has increased significantly in the
past several quarters, as such, Management believes such efforts will continue
to result in additional clients and increasing revenues in 2008.
Research and Development Expenses
---------------------------------
Research and Development expenses increased by 9% to $305,327 for the nine
months ended September 30, 2007, as compared to $281,124 for the previous nine
months ended September 30, 2006. The Company has finalized the development of
the Voraxial(R) Separator and has begun the sales and marketing of the product.
However, we continue to seek improvements to the product, specifically within
the oil industry.
General and Administrative Expenses
-----------------------------------
General and Administrative expenses increased by 222% to $1,420,730 for the nine
months ended September 30, 2007 up from $441,257 for the nine months ended
September 30, 2006. The increase was primarily due to non cash expenses relating
to the issuance and re-pricing of options to employees and consultants in the
first quarter.
Liquidity and Capital Resources:
Cash at September 30, 2007 was $250,140. Working capital at September 30, 2007
was $109,026 as compared to a working capital deficit at December 31, 2006 of
$1,822.
At September 30, 2007 the Company had an accumulated deficit of $8,232,163. 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 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
15
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. 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.
The Company has expanded its sales and marketing efforts for produced water
separation in the oil exploration and production market. During the nine months
ended September 30, 2007 the Company deployed several units of the Voraxial 4000
Separators and Voraxial 2000 Separators for the oil exploration and production
industry. Although the Company is focusing its efforts in the produced water
market, it has deployed units within the oil industry for Deckwater Treatment,
under-balanced drilling, refinery applications and liquid/solid separation. The
Company also installed a Voraxial 2000 Offshore Deck Water Drainage System on a
Transocean Inc. semi-submersible rig Sedco 702. The system will be utilized to
handle and separate contaminated drill floor run-off water containing solids and
drilling fluids on their offshore rig.
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
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 concern. The
condensed consolidated financial statements do not include any adjustments that
might result from the outcome of this uncertainty.
Subsequent Event
----------------
Subsequent to the period covered by this report, the Company received $150,000
from an accredited investor in consideration of 250,000 shares of restricted
common stock of the Company. 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 certificate representing the shares contains a legend
restricting its transferability absent registration or applicable exemption.
Item 3. 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
16
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 are likely to
materially affect the Company's internal controls over financial reporting.
PART II. OTHER INFORMATION
--------------------------
Item 1. Legal Proceedings
None.
Item 2. Unregistered Sales of Equity Securities and Use of Proceeds
None.
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-B
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
17
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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