U.S. SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-KSB
Amendment No. 2
ANNUAL REPORT UNDER SECTION 13 OR 15 (d) OF THE
SECURITIES EXCHANGE ACT OF 1934
For the fiscal year ended December 31, 2006
Commission file number 0-27445
ENVIRO VORAXIAL TECHNOLOGY, INC.
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(Name of Small Business Issuer in its Charter)
Idaho 83-0266517
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(State or Other Jurisdiction of (I.R.S. Employer
Incorporation or Organization) Identification No.)
821 NW 57th Place, Fort Lauderdale, Florida 33309
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(Address of Principal Executive Offices) (Zip Code)
(954) 958-9968
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(Issuer's Telephone Number)
Securities registered under Section 12(b) of the Act:
Title of Each Class Name of Each Exchange on Which Registered
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None
Securities registered under Section 12(g) of the Exchange Act:
Common Stock, $.001 par value
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(Title of Class)
Check whether issuer is not required to file reports pursuant to Section 13 or
15(d) of the Exchange Act. [ ]
Check whether the issuer (1) filed all reports required to be filed by Section
13 or 15 (d) of the Exchange Act during the past 12 months (or for such shorter
period that the registrant was required to file such reports), and (2) has been
subject to such filing requirements for the past 90 days. Yes [X] No [ ]
Check if there is no disclosure of delinquent filers in response to Item 405 of
Regulation S-B contained in this form, and no disclosure will be contained, to
the best of the registrant's knowledge, in definitive proxy or information
statements incorporated by reference in Part III of this Form 10-KSB or any
amendment to this Form 10-KSB.[ ]
Indicate by check mark whether the registrant is a shell company (as defined in
Rule 126-2 of the Exchange Act). Yes [ ] No [X]
State issuer's revenues for its most recent fiscal year. $128,070
State the aggregate market value of the voting stock held by non-affiliates
computed by reference to the price at which the stock was sold, or the average
bid and asked prices of such stock, as of a specified date within the past 60
days ($.51 as of April 12, 2007). $8,849,339.80.
APPLICABLE ONLY TO CORPORATE REGISTRANTS
State the number of shares outstanding of each of the issuer's classes of common
equity, as of the latest practicable date: December 31, 2006: 21,992,235 Shares
of Common Stock.
DOCUMENTS INCORPORATED BY REFERENCE
- None -
Transitional Small Business Disclosure Format (Check One) Yes [ ] No [X]
Table of Contents
PART I.............................................................................................................3
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Item 1. Description of Business..........................................................................3
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Item 2. Description of Property.........................................................................10
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Item 3. Legal Proceedings...............................................................................11
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Item 4. Submission of Matters to a Vote of Security Holders.............................................11
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PART II...........................................................................................................11
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Item 5. Market for Common Equity and Related Stockholder Matters and Small Business
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Issuer Purchases of Equity Securities...........................................................11
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Item 6. Management's Discussion and Analysis of Financial Condition and Plan of
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Operations......................................................................................13
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Item 7. Financial Statements............................................................................19
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Item 8. Changes in and Disagreements With Accountants on Accounting and Financial
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Disclosure......................................................................................19
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Item 8A. Controls and Procedures.........................................................................20
Item 8B Other Information...............................................................................20
PART III..........................................................................................................20
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Item 9. Directors and Executive Officers, Promoters, Control Persons, and Corporate
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Governance; Compliance with Section 16(a) of the Exchange Act...................................20
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Item 10. Executive compensation..........................................................................22
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Item 11. Security Ownership of Certain Beneficial Owners and Management..................................23
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Item 12. Certain Relationships and Related Transactions, and Director Independence.......................25
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Item 13. Exhibits........................................................................................25
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Item 14. Principal Accountant Fees and Services..........................................................25
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PART I.
Item 1. Description of Business
Our History
Enviro Voraxial Technology, Inc. (the "Company") was incorporated in
Idaho on October 19, 1964, under the name Idaho Silver, Inc. In May of 1996, we
entered into an agreement and plan of reorganization with Florida Precision
Aerospace, Inc., a privately held Florida corporation ("FPA"), and its
shareholders. FPA was incorporated on February 26, 1993.
General
We believe we are emerging as a potential leader in the rapidly growing
environmental and industrial separation industries. The Company has developed
and patented the Voraxial(R) Separator ("Voraxial(R) Separator" or
"Voraxial(R)"); a proprietary technology that efficiently separates large
volumes of liquid/liquid, liquid/solids or liquid/liquid/solids fluid mixtures
with distinct specific gravities. Management believes this superior separation
quality is achieved in real-time, and in much greater volumes, with a more
compact, cost efficient and energy efficient machine than any comparable product
on the market today. The Voraxial(R) Separator operates in-line and is
scaleable. It is capable of processing volumes as low as 3 gallons per minute as
well as volumes over 10,000 gallons per minute with only one moving part. The
Company believes that the Voraxial(R) technology can help protect the
environment and its natural resources while simultaneously making numerous
industries more productive and cost effective.
The size and efficiency advantages provided by the Voraxial(R)
Separator to the end-user have provided us with a variety of market
opportunities. We have generated limited revenues to date partially because of
insufficient funds to adequately market our product; however, we have received
inquiries from parties in various industries, including the oil exploration and
production.
The Company is presently marketing Voraxial(R) solutions for various
applications and markets including oil-water separation, oil exploration and
production, oil refineries, marine/oil-spill clean up, manufacturing waste
treatment and grit/sand separation.
We have sold and shipped units of the Voraxial(R) Separator on a trial
and rental basis to a number of different companies that include a wide range of
industrial applications, including produced water applications for the oil
industry (both offshore oil rigs and onland production facilities),
liquid/liquid and liquid/solid applications for the food processing industry and
the uranium industry, to name a few. We have installed several Voraxial(R)
Separators to date including units to the Alaska Department of Environmental
Conservation, the US Navy, ConocoPhillips and Cameco, a leading uranium
producing company for oil/water separation at a flow rate of approximately 400
gallons per minute.
In 2005, the Company entered into an agreement with an oil company to
manufacture, ship and deploy a Voraxial(R) Separator Skid (two Voraxial(R)
Separators affixed to a steel platform) on an offshore oil production platform
off the coast of California for a produced water (oil/water separation) trial. A
Voraxial(R) 4-2 Duplex Separator (a Voraxial(R) 4000 and connected to a
Voraxial(R) 2000) was shipped and installed. The project successfully
demonstrated the Voraxial(R) Separator's efficiency in separating oil from
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produced water at high flow rates. On the platform, the skid was installed to
receive produced water from the water draw of the sour production separator. The
discharge from the skid, including clean and oily water, was directed to the
sour coalescer. The samples collected in the bottles were sent to Capco
Analytical Services, Inc. in Ventura, California for analysis. The clean water
analysis showed that the Voraxial Separator did a very good job cleaning the
produced water flow. The clean water measured less than 20 ppm oil.
In the fourth quarter of 2005, the Company entered into an agreement to
deploy a unit to ConocoPhillips for a produced water trial. The Voraxial
Separator performed good produced water separation during the trials conducted
in January 2006. The Voraxial was able to extract a high percentage of the oil
in the produced water stream. Further, the Voraxial was capable of separating
the sand from the produced water stream. Due to these tests, a Voraxial 4000
Separator was sold and delivered to ConocoPhillips in 2006. The Voraxial 4000
Separator can process and separate approximately 10,000 barrels per day.
In July 2006, the Company received a Letter of Intent from OMV Austria
Exploration and Production GmbH, a leading integrated oil and gas group in
Central and Eastern Europe, to evaluate the use of a Voraxial Separator to
handle its 150,000-barrel per day produced water system. OMV is a leading oil
and gas company in Central Europe with over 15 billion Euros in sales and
extensive exploration & production activities in 18 countries on five
continents. The Company anticipates conducting this trial with OMV during 2007.
In September 2006, the Company received a purchase order for a Voraxial
2000 Deck Water Drainage System from Transocean, the world's largest offshore
drilling contractor. The Voraxial Skid, which was shipped in November, will be
deployed on the Transocean semi submersible rig Sedco 702. The Sedco 702 will
utilize this uniquely efficient system to protect the environment by separating
oil from drainage water prior to discharge that meets local environmental
requirements. The Voraxial Skid will be utilized to handle contaminated drill
floor run-off water containing solids and drilling fluids. The Voraxial(R)
Separator's ability to conduct efficient separation without the need of a
pressure drop allows for easy installation and a reduction of cost. The
Voraxial-powered system provides for highly efficient separation while providing
features that are critical to offshore platform operation: a small footprint,
low energy requirement and a no-pressure drop.
In the fourth quarter of 2006, the Company entered into an agreement to
deploy a Voraxial 2000 Separator to Resource Environmental Group ("REGS") for
use in various oil related/refinery service processes. The Voraxial 2000
Separator was shipped in December 2006.
One of the initial applications REGS will focus on with the Voraxial is
to improve refinery API wastewater systems, specifically ahead of API
separators. REGS is working closely with one of its significant refinery
customers and several of the nation's leading engineering firms to develop a
water treatment system centered on the Voraxial Separator.
Due to the exposure from the various petroleum industry related trade
shows and the successful produced water demonstrations conducted over the past
year, the Company is now in discussions with various oil companies to conduct
additional trials and for purchase of units. The Company is also in discussion
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with several oil service companies interested in developing a relationship with
the company to market the Voraxial(R) Separator within the industry.
The Voraxial(R) Grit Separator has been designed for specific use in
the municipal wastewater industry. The Voraxial(R) generates a centrifugal that
provides for efficient separation of sand/grit and is configured for operation
at the headworks of a municipal wastewater treatment plant (WWTP). A single
Voraxial(R) Grit Separator is designed to provide for the continuous removal of
grit from screened wastewater at rates up to eight thousand (8000) gallons per
minute (11.5 mgd). We currently have designs for two models of Voraxial(R) Grit
Separators. The Voraxial(R) 4000 Grit Separator has an operating range of
three-tenths to one and three-tenths (0.3 to 1.3) million gallons per day (mgd),
powered by a ten (10) HP TEFC motor. The Voraxial(R) 8000 Grit Separator has an
operating range of three to eleven and five-tenths (3.0 to 11.5) mgd, powered by
a fifty (50) HP TEFC motor.
Subsequent Events
In the first quarter of 2007, we received a purchase order from a
leading Scandinavian energy company, to deploy a Voraxial Skid for a drilling
operation using lightweight drilling fluids. This technique is called
"underbalanced drilling" since it maintains the drilling operations at a lower
pressure than the formation to prevent the drilling fluids from damaging the
well.
The Voraxial Skid, which is comprised of a Voraxial(R) 4000 and a
Voraxial(R) 2000, will operate in series to separate oil from water on an
offshore oilrig in the North Sea. The Voraxial Skid, which is leased to the
customer for a specific project, has already been shipped. The Voraxial
Separator was chosen for its separation efficiency, its ability to handle solids
and for its ability to conduct good separation without the need of a pressure
drop.
The Company received another purchase order in the first quarter of
2007 from a leading oil and gas company in Europe to deploy a Voraxial 2000
Produced Water Skid at one of their onshore production facilities.
The Voraxial 2000 Produced Water Skid will be deployed for trials at
one of the clients production facilities in Central Europe that discharges
approximately 150,000 barrels of produced water per day. The Voraxial 2000,
which processes approximately 1,500 barrels per day, efficiently recovers oil
that would otherwise be lost. Additionally solids can be removed from the
produced water stream.
In 2007, the Company signed a non-exclusive, comprehensive sales and
marketing agreement with TwinFilter, a leading Dutch filtration company in the
oil and gas industry. Under the terms of the agreement, the two companies will
market and promote each other's technologies while sharing the sales & marketing
expenses and engineering expertise. Furthermore, EVTN and TwinFilter will
collaborate to build and promote turn-key oil/water and liquid/solid separation
systems for the oil industry that will incorporate EVTN's Voraxial Separator and
TwinFilter's absorption systems, coalescing, other filter technology. This
agreement was finalized after many months of collaboration to build and deliver
products for various companies within the oil industry.
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The turnkey system can be utilized in multiple niche applications in
the oil industry including produced water, under-balanced drilling (UBD), deck
water drainage, slopwater, FPSO and refinery markets. The integration of the two
technologies provides the oil industry with a compact and effective separation
system. The Voraxial's small footprint, low energy requirements and separation
quality coupled with TwinFilters unique filtration equipment for secondary
treatment provides the customer with a complete turn-key package that meets the
most stringent discharge levels such as OSPAR (North Sea countries <30mg/ltr)
and United States 40 CFR435 (<29 mg/ltr).
Voraxial(R) Separator
The Voraxial(R) Separator is a continuous flow turbo machine that
generates a strong centrifugal force, a vortex, capable of separating light and
heavy liquids, such as oil and water, or any other combination of liquids and
solids at extremely high flow rates. As the fluid passes through the machine,
the Voraxial(R) Separator accomplishes this separation through the creation of a
vortex. In liquid/liquid and liquid/solid mixtures, this vortex causes the
heavier compounds to gravitate to the outside of the flow and the lighter
elements to move to the center where an inner core is formed. The liquid stream
processed by the machine is divided into separate streams of heavier and lighter
liquids and solids. As a result of this process, separation is achieved.
The Voraxial(R) Separator is a self-contained, non-clogging device that
can be powered by an electric motor, diesel engine or by hydraulic power
generation. Further, the Voraxial(R) Separator's scalability allows it to be
utilized in a variety of industries and to process various amounts of liquid.
The following are the various sizes and the corresponding capacity range:
Product and Capacity Range
Model Diameter Capacity Range
Number Size Gallons Per Minute
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Voraxial(R)1000 1 inch 3 - 5
Voraxial(R)2000 2 inches 20 - 60
Voraxial(R)4000 4 inches 150 - 500
Voraxial(R)8000 8 inches 2,000 - 4,000
The Voraxial(R) Separator can transfer various liquids in either
direction by reversing the machine's rotation. We currently maintain an
inventory of various models of the Voraxial(R) Separator. During the past 2
years, we have furthered tested, demonstrated and delivered on a trial and
rental basis the Voraxial(R) Separator units to companies within various
industries including energy production, wastewater, manufacturing and mining.
The Company provided Voraxial(R) Separators to several firms and is engaged in
discussions to deliver additional Voraxial(R) Separators on an income-producing
basis.
Management believes that our Voraxial(R) Separator offers substantial
applications on a cost-effective basis, including: oil exploration & production,
oil remediation services, municipal wastewater treatment, bilge water
purification, food processing waste treatment and numerous other industrial
production and environmental remediation processes. We also believe that the
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quality of the water separated from the contaminant is good enough to recycle
back into the process stream (back into the plant) or discharge to the
environment. As clean water becomes less available to the ever-increasing world
population, this technology may become more valuable.
The Voraxial(R) Separator is currently manufactured and assembled at
our Fort Lauderdale, Florida facilities. The Company subcontracts some parts of
the Voraxial Separator to local manufacturers.
Voraxial(R) Separator, The Market
The need for effective and cost efficient wastewater treatment and
separation technology is global in scale. Moreover, virtually every industry
requires some type of separation process either during the manufacturing
process, prior to treatment or discharge of wastewater into the environment, for
general clean up, or emergency response capability. Separation processes,
however, are largely unknown to the average consumer. These processes are deeply
integrated in almost all industrial processes from oil to wastewater to
manufacturing. Management believes that the Voraxial(R) technology has
applications in most, if not all major separation industries. The unique
characteristics of the Voraxial(R) allow it to be utilized either as a
stand-alone unit or within an existing system to provide a more efficient and
cost effective way to handle the separation needs of the customer. We believe
the Voraxial(R) Separator can result in a cost savings and other benefits to the
customer. These benefits result in and include:
o A reduction in water and energy usage,
o Requires no pressure drop to perform separation.
o Less space needed to implement the Voraxial(R) Separator; the
Voraxial(R) Separator weighs less than existing systems,
o A reduction in time to process and separate the fluids, allowing
the customer to be more efficient,
o Creation of a more efficient and faster process to treat water to
increase the overall productivity of the end-user,
o A reduction in the amount of disposable liquids,
o Fewer employees needed to operate the system, and
o Reduction of ongoing maintenance and servicing costs.
We believe that we are the only front-end solution for the separation
industry that can offer increased productivity while reducing the physical space
and energy required to operate the unit. These advantages translate into the
potential for substantial operating cost efficiencies that would increase the
profitability of the solution's end user.
If, as we expect, environmental regulations, both domestically and
internationally, become more stringent, companies will be required to more
effectively treat their wastewater prior to discharge. We believe this offers a
great opportunity for the Company as the Voraxial(R) Separator can be utilized
in most separation applications to significantly increase the efficiency of the
separation processes while simultaneously reduce the cost to the end-user.
Further, management has developed a comprehensive sales and marketing
program to stimulate awareness of the Voraxial(R) Separator. Management will
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only pursue the industries whereby the customer will either see a decrease in
cost or an increase in revenues. As the Voraxial(R) Separator can provide an
efficient means to separate contaminants from water, it also enables the
customer to conduct such operations while utilizing less energy and a smaller
footprint than conventional equipment in the market today.
Management believes that the oil industry, and more specifically the
produced water market within this industry, represents a great opportunity for
significant sales growth for the Voraxial Separator. The produced water market
is worldwide and the need for effective produced water (oil/water) separation is
a major issue for both offshore and land-based oil production facilities. The
ability to efficiently separate produced water waste streams (oil and water) has
enormous economical and environmental consequences for the oil production
industry. Produced water comprises over 98% of the total waste volume generated
by the oil and gas industry, making it the largest volume waste stream
associated with oil and gas production.
Oil reservoirs frequently contain large volumes of water and as oil
wells mature (the oil field becomes depleted), the amount of produced water
increases. In the continental US, it is estimated that 7-10 barrels of water is
produced for each barrel of recovered oil. According to American Petroleum
Institute (API), about 18 billion barrels of produced water was generated by US
onshore operations in 1995. Worldwide, the total amount of produced water
generated in 1999, according to Khatib and Verbeek, was approximately 77 billion
barrels. Produced water volumes will continue to increase as oil wells mature.
The necessity to process and efficiently separate high volumes of
liquids coupled with the more stringent environmental regulations worldwide is
increasing the demand for the Voraxial(R) Separator. The Voraxial(R) Separator
provides a cost effective way to separate large volumes of produced or
re-injection water for both on-land and offshore production facilities. The
Voraxial(R) provides superior separation while decreasing the amount of space,
energy and weight to conduct the separation. In addition to oil separation, the
Voraxial can also perform solid (sand and grit) extraction, which prevents
production damage by increasing the life of the well.
The municipal wastewater industry is another market with substantial
growth opportunity that the Company is pursuing. With over 16,000 publicly owned
wastewater treatment facilities in the United States serving approximately 190
million people, Management believes that the municipal wastewater industry can
potentially be profitable for the Company. We believe that the savings from the
eliminated construction alone will more than justify the cost to install a
Voraxial Separator system.
The Company also expects market opportunities to present themselves
because of increased governmental regulation and standards enforcement by the
U.S. Environmental Protection Agency ("EPA"), and the European Union Commission
on the Environment. Additionally, emerging markets worldwide are opening as
growing nations recognize the need and benefit of addressing the environmental
issues faced by population growth and industrialization, such as China, Mexico,
and South America.
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Inventory
Other than our Voraxial(R) Separators, we maintain no inventory of
finished parts until we receive a customer order. We currently have various
models of the Voraxial(R) Separator in inventory, which includes certain models
located at third party facilities on a trial basis.
Competition
We are subject to competition from a number of companies who have
greater experience, research abilities, engineering capability and financial
resources than we have. Although we believe our Voraxial(R) Separator offers
applications which accomplish better or similar results on a more cost-effective
basis than existing products, other products have, in some instances, attained
greater market and regulatory acceptance. These competitors include, but are not
limited to Westfalia and AlfaLaval.
Marketing
The Company's products and services are marketed through our existing
staff and consultants. To assist the Company in developing and penetrating the
oil and municipal wastewater industry, the Company has formed an Advisory
Committee consisting of John Combs, a consultant of the Company and principal of
Combs & Associates, a law firm with offices in Colorado and California; Barry
Gafner, former vice president of Atlantic Area Sales & Marketing for Cisco
Systems, Inc., where he was responsible for over $1.4 billion in direct sales
and marketing channels in the Eastern United States and Europe; Kevin Mulshine,
partner and managing director at Prager, Sealy & Co., LLC, a prominent
investment banking firm, with water and wastewater investment expertise; and
Henry Schlesinger, former president of Marshall Petroleum. To assist the Company
in entering the oil industry, in October 2004, the Company added S. Randy
Miller, the former President of Serck Baker, a pre-eminent produced water firm,
to the Company's Advisory Committee.
We have presented the Voraxial(R) Separator at several prominent trade
shows in the past fiscal year. In February 2005, we demonstrated our Voraxial(R)
Separator in Shell Technology Ventures (STV) trade booth, a division of Royal
Dutch/Shell Group (NYSE:RD), at the 22nd SPE/IADC Drilling Conference and
Exhibition in Amsterdam, The Netherlands. Our objective in attending the
conference was to increase awareness and strengthen relationships between STV
and members of the SPE/IADC while providing us with the exposure and, hence, the
business opportunities with potential customers.
The Company believes it has received a great response from potential
clients and manufacturers representatives from the above-mentioned tradeshows
and is still pursuing some of these opportunities. We anticipate presenting the
Voraxial(R) Separator at additional tradeshows in 2007.
Sources and availability of raw materials
The materials needed to manufacture our Voraxial(R) Separator have been
provided by Baldor Electric Co., Hughes Supply Inc. and SKF USA Inc., among
other suppliers. We have no written agreements with suppliers. We do not
anticipate any shortage of component parts.
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Intellectual property
We currently hold several patents pertaining to the Voraxial(R)
Separator and are continually working on developing other patents. The Company
owns United States Patent #6,248,231, #5,904,840 and #5,084,189. The latest
patent, Patent #6,248,231 was registered in 2001 for Apparatus with Voraxial(R)
Separator and Analyzer. Patent #5,904,840 is for Apparatus for Accurate
Centrifugal Separation of Miscible and Immiscible Media, which is for technology
invented by our president and sole director, Alberto DiBella, and registered in
1999. The other is for the Method and Apparatus for Separating Fluids having
Different Specific Gravities. This is for technology invented by Harvey Richter
and registered in 1992 to Richter Systems, Inc. In 1996, we acquired assets,
including this patent from Richter Systems, Inc. The method and apparatus for
each of these is applied in our Voraxial(R) Separator. The Company has filed for
additional patents pertaining to the Voraxial(R) Separator. These patents are
still pending.
In addition, on December 16, 2003, we received trademark protection for
the word "Voraxial".
Product liability
Our business exposes us to possible claims of personal injury, death or
property damage, which may result from the failure, or malfunction of any
component or subassembly manufactured or assembled by us. We have product
liability insurance. However, any product liability claim made against us may
have a material adverse effect on our business, financial condition or results
of operations in light of our poor financial condition, losses and limited
revenues.
We obtained directors and officers, and general insurance coverage in
2004. We obtained product liability insurance in 2005.
Research and development
In our past two fiscal years, we have spent approximately $1,323,000 on
product research and development. The Company has finalized the development of
the Voraxial(R) Separator. Although we will continually work on advancing the
technology and applications whereby the technology can be used, we do not
anticipate devoting a significant portion of any future funds to this area of
the business.
Employees
We currently have five full time employees. All of our employees work
full-time. None of our employees are members of a union. We believe that our
relationship with our employees is favorable. We intend to add additional
employees in the upcoming year, including managers, sales representatives and
field technical engineers.
Item 2. Description of Property
During September 2004, the Company entered into a three (3) year lease
for an office and manufacturing facility located at 821 NW 57th Place, Fort
Lauderdale, FL 33309. The lease is approximately $5,640 per month for the
initial two years of the lease and approximately $5,700 per month for the third
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year of the lease. The Company has the option to renew the lease at the end of
the three-year term.
Item 3. Legal Proceedings
None.
Item 4. Submission of Matters to a Vote of Security Holders
None.
PART II.
Item 5. Market for Common Equity and Related Stockholder Matters and Small
Business Issuer Purchases of Equity Securities
Our common stock is traded on the NASD Over-The-Counter Bulletin Board
("OTCBB") under the symbol EVTN. The bid quotations below, as provided by
Interactive Data, have been reported for the period ending March 31, 2005
through the period ending December 31, 2006. On April 5, 2007, the closing price
for our common stock was $0.72. The quotations reflect inter-dealer prices,
without retail mark-up, markdown or commission, and may not represent actual
transactions.
Bid Quotations
Quarter Ended High Low
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March 31, 2005 $0.85 $0.42
June 30, 2005 $0.60 $0.38
September 30, 2005 $0.85 $0.41
December 31, 2005 $0.70 $0.45
March 31, 2006 $0.70 $0.50
June 30, 2006 $0.79 $0.48
September 30, 2006 $0.60 $0.46
December 31, 2006 $0.61 $0.46
We have been advised that seven member firms of the NASD are currently
acting as market makers for our common stock. There is no assurance that an
active trading market will develop which will provide liquidity for our existing
shareholders or for persons who may acquire common stock through the exercise of
warrants.
Holders
As of December 31, 2006, there were over 775 holders of record of our
common stock outstanding. Our transfer agent is Jersey Transfer & Trust Company,
Inc., Post Office Box 36, Verona, New Jersey 07044.
11
No prediction can be made as to the effect, if any, that future sales
of shares of common stock or the availability of common stock for future sale
will have on the market price of the common stock prevailing from time-to-time.
Sales of substantial amounts of common stock on the public market could
adversely affect the prevailing market price of the common stock.
Dividends
We have not paid a cash dividend on the common stock since current
management joined our company in 1996. The payment of dividends may be made at
the discretion of our board of directors and will depend upon, among other
things, our operations, our capital requirements and our overall financial
condition. As of the date of this report, we have no intention to declare
dividends.
Other Stockholders Matters
In January 2006, we extended the exercisable life of certain warrants
to purchase an aggregate of 243,200 shares of common stock issued in 2000 for a
period of one year. The options initially expired in February 2007, but were
extended on January 16, 2007 and now expire in February 2008. In January 2007,
we also extended the exercisable life of certain warrants to purchase an
aggregate of 200,000 shares of common stock issued in 2001. The warrants now
expire in April 2008.
In January 2006, the Company entered into a six month consulting
agreement and agreed to issue 100,000 shares for services performed by a
consultant, which were valued at $40,000. The shares were issued pursuant to the
exemption from registration under Section 4(2) of the Securities Act. The
consultant received information concerning the Company and had the opportunity
to ask questions concerning the Company. The shares issued contain a legend
restricting transferability absent registration or applicable exemption.
In August 2006, the Company entered into a three month consulting
agreement and agreed to issue 100,000 shares for services performed by a
consultant, which were valued at $40,000. The shares were issued pursuant to the
exemption from registration under Section 4(2) of the Securities Act. The
consultant received information concerning the Company and had the opportunity
to ask questions concerning the Company. The shares issued contain a legend
restricting transferability absent registration or applicable exemption.
In November 2006, the Company entered into a three month consulting
agreement and agreed to issue 100,000 shares for services performed by a
consultant, which were valued at $40,000. The shares were issued pursuant to the
exemption from registration under Section 4(2) of the Securities Act. The
consultant received information concerning the Company and had the opportunity
to ask questions concerning the Company. The shares issued contain a legend
restricting transferability absent registration or applicable exemption.
During fiscal year 2006, the Company received gross proceeds of
$893,000 from 19 accredited investors, including five investment funds to
purchase an aggregate of 2,232,500 shares of the Company's restricted common
stock at $0.40 per share. The issuances were exempt from registration under
Section 4(2) of the Securities Act. Commissions paid to registered brokers and
other expenses related to the offering were approximately $30,000. The investors
12
received information concerning the Company and has the opportunity to ask
questions concerning the viability of the Company. The shares contain legends
restricting their transferability absent registration or applicable exemption.
Small Business Issuer Purchase of Equity Securities
None.
Item 6. Management's Discussion and Analysis of Financial Condition and Plan
of Operations
General
Management's discussion and analysis contains various forward-looking
statements. These statements consist of any statement other than a recitation of
historical fact and can be identified by the use of forward-looking terminology
such as "may," "expect," "anticipate," "estimate" or "continue" or use of
negative or other variations or comparable terminology.
We caution that these statements are further qualified by important
factors that could cause actual results to differ materially from those
contained in the forward-looking statements, that these forward-looking
statements are necessarily speculative, and there are certain risks and
uncertainties that could cause actual events or results to differ materially
from those referred to in such forward-looking statements.
Year ended December 31, 2006 compared to year ended December 31, 2005
Revenue
We continued to focus our efforts and resources to the manufacturing,
assembling, marketing and selling of the Voraxial(R) Separator. Revenues
increased 142% to $310,376 for year ended December 31, 2006 as compared to
$128,070 for the year ended December 31, 2005. The increase is a result of a
sale of the Voraxial Separator and in-house testing and rental shipments to
customers interested in utilizing the Voraxial Separator. Management believes
the interest for the Voraxial Separator for liquid/liquid, liquid/solid and
liquid/liquid/solid separation is increasing from a variety of industries. We
believe we have increased the exposure and awareness of the Voraxial Separator
through our marketing programs and expect to increase revenues from the sale and
lease of the Voraxial Separator in 2006.
Costs and expenses
Costs and expenses decreased by 14% or $170,475 to $1,014,156 for the
year ended December 31, 2006 as compared to $1,184,631 for the year ended
December 31, 2005. The decrease is due to a consolidation of activities
resulting in decreases in general and administrative expenses and decreases in
research and development during the year ended December 31, 2006. Research and
development was primarily due to activities in the oil industry.
13
General and administrative expenses
General and Administrative expenses decreased by 7% or $31,882 to
$421,975 for the year ended December 31, 2006 from $453,857 for the year ended
December 31, 2005. The expense remain fairly constant as the Company's focus is
centered on the marketing of the Voraxial(R) Separator.
Research and development expenses
Research and Development expenses decreased 19% or $138,593 to $592,181
for the year ended December 31, 2006 from $730,774 for the year ended December
31, 2005. This decrease was due to the reallocations of resources toward our
sales and marketing activities associated with entering into the produced water
segment of the oil industry.
Liquidity and capital resources
At December 31, 2006, we had working capital deficit $1,822 and cash of
$390,393. At December 31, 2006, we had an accumulated deficit of $6,715,536. For
the year ended December 31, 2006, we had a net loss of $833,531. Operating at a
loss for the year negatively impacted our cash position; however, funds received
from the private placements completed during 2006 improved our working capital
position.
During the year ended December 31, 2006, we issued 2,232,500 shares of
the Company's restricted common stock to 19 investors at $0.40 per share for
gross proceeds of $893,000.
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 twelve months. To the
extent that these resources are not sufficient to sustain current operating
activities, we may need to seek additional capital, or adjust our operating plan
accordingly.
During 2006 one customer, ConocoPhillips, accounted for approximately
63% of the Company's revenues.
Continuing losses
We may be unable to continue as a going concern, given our limited
operations and revenues and our significant losses to date. 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.
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. If the Company is unable to successfully commercialize its Voraxial
Separator, it is unlikely that the Company could continue its business. The
14
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 Separator and continuing to restrict expenses.
However, substantial doubt exists about the ability of the Company to continue
as a going concern.
Recent Accounting Pronouncements
In June 2002, the FASB issued SFAS No. 146, "Accounting for Costs
Associated with Exit or Disposal Activities." The Company's adoption of SFAS No.
146 on January 1, 2003 did not have any material effect on the financial
statements of the Company.
In December 2003, the FASB issued Interpretation No. 46R,
"Consolidation of Variable Interest Entities" in an effort to expand upon and
strengthen existing accounting guidance that addresses when a company should
include in its financial statements the assets, liabilities and activities of
variable interest entities, including special-purpose entities or off-balance
sheet structures. The consolidation requirements of FIN No. 46R have a variety
of implementation dates. The Company believes the impact of FIN No. 46R on its
financial position and results of operations will not be material, but the
Company will continue to evaluate the impact of FIN No. 46R during the first
quarter of 2004.
In May 2003, the FASB issued SFAS No. 150, "Accounting for Certain
Financial Instruments with Characteristics of both Liabilities and Equity." This
statement affects the issuer's accounting for three types of freestanding
financial statements: mandatorily redeemable shares, put and forward purchase
contracts that require the issuer to buy back some of its shares in exchange for
cash or other assets, and certain obligations that can be settled in shares.
This statement is effective for all financial instruments entered into or
modified after May 31, 2003, and otherwise effective at the beginning of the
first interim period beginning after June 15, 2003. The impact of adopting FASB
No. 150 was not material to the Company's financial position and results of
operations.
In December 2003, the Securities and Exchange Commission (SEC),
published Staff Accounting Bulletin (SAB) No. 104, "Revenue Recognition." This
SAB updates portions of the Securities and Exchange Commission (SEC) staff's
interpretive guidance provided in SAB 101 and included in Topic 13 of the
Codification of Staff Accounting Bulletins. SAB 104 deletes interpretative
material no longer necessary, and conforms the interpretive material retained,
because of pronouncements issued by the FASB's Emerging Issues Task Force (EITF)
on various revenue recognition topics, including EITF 00-21, "Revenue
Arrangements with Multiple Deliverables." SAB No. 104 also incorporates into the
SAB Codification certain sections of the SEC staff's "Revenue Recognition in
Financial Statements - Frequently Asked Questions and Answers." SAB No. 104 does
not have a material impact on the Company's financial position and results of
operations since the Company's revenue recognition practices previously
conformed to the interpretations codified by SAB No. 104.
Management does not expect these statements to have a material impact
on the consolidated financial statements.
15
Risk Factors
Our independent auditors have raised substantial doubt about our ability to
continue as a going concern.
Although we operated as a precision machine shop for a number of years,
we have only recently completed the development of the Voraxial Separator, and
we have not yet generated significant revenues from that product. As a result,
we have limited operating history in our planned business upon which you may
evaluate our business and prospects. The revenues and income potential of our
business and the markets of our separation technology are unproven. Our business
plan must be considered in light of risks, expenses, delays, problems, and
difficulties frequently encountered by development stage companies.
We have incurred operating losses since our inception, and we will
continue to incur net losses until we can produce sufficient revenues to cover
our costs. At December 31, 2006, we had an accumulated deficit of $6,715,536,
including a net loss of $833,531 for the year ended December 31, 2006. Even if
we achieve profitability, we may not be able to sustain or increase our
profitability on a quarterly or annual basis.
Our ability to generate future revenues will depend on a number of
factors, many of which are beyond our control. These factors include the rate of
market acceptance of our products, competitive efforts, and general economic
trends. Due to these factors, we cannot anticipate with any degree of certainty
what our revenues will be in future periods. You have limited historical
financial data and operating results with which to evaluate our business and our
prospects. As a result, you should consider our prospects in light of the early
stage of our business in a new and rapidly evolving market.
Our independent auditors have included in their audit report an
explanatory paragraph that states that our continuing losses from operations
raises substantial doubt about our ability to continue as a going concern.
We have been limited by insufficient capital, and we may continue to be so
limited.
In the past, we have lacked the required capital to market the Voraxial
Separator. Our inability to raise the funding or to otherwise finance our
capital needs could adversely affect our financial condition and our results of
operations, and could prevent us from implementing our business plan.
We may seek to raise capital through public and private equity
offerings, debt financing or collaboration, and strategic alliances. Such
financing may not be available when we need it or may not be available on terms
that are favorable to us. If we raise additional capital through the sale of our
equity securities, your ownership interest will be diluted and the terms of the
financing may adversely affect your holdings or rights as a stockholder.
Our business model is unproven.
Our business model is currently unproven and in the early stages of
development and we have not yet undertaken any substantial marketing activities.
16
The technological, marketing, and other aspects of our business will require
substantial resources and will undergo constant developmental change. Our
ability to develop a successful business model will be dependent upon the
relative success or failure of these respective aspects of our operations and
how effectively they work in concert with one another. If we expend significant
financial and management resources attempting to market the Voraxial Separator
to a specific industry segment, and we subsequently are unsuccessful in
generating sales from that segment, we may not have enough resources to market
to other industry segments. There are no assurances that we will successfully
develop our business model from the standpoint of successfully implementing an
efficient and effective marketing plan.
If our products do not achieve and maintain market acceptance, our business will
not be successful.
Even though our product is successfully developed, our success and
growth will depend upon its acceptance by various potential users of our
product. Acceptance will be a function of our product being more cost effective
as compared to currently existing or future technologies. If our product does
not achieve market acceptance, our business will not be successful. In addition,
even if our product achieves market acceptance, we may not be able to maintain
that market acceptance over time if new products or technologies are introduced
that are more favorably received than our product or render our products
obsolete.
If we do not develop sales and marketing capabilities or arrangements
successfully, we will not be able to commercialize our product successfully.
We have limited sales and marketing experience. We may market and sell
our product through a direct sales force or through other arrangements with
third parties, including co-promotion arrangements. Since we may market and sell
any product we successfully develop through a direct sales force, we will need
to hire and train qualified sales personnel.
Our market is subject to intense competition. If we are unable to compete
effectively, our product may be rendered non-competitive or obsolete.
We are engaged in a segment of the water filtration industry that is
highly competitive and rapidly changing. Many large companies, academic
institutions, governmental agencies, and other public and private research
organizations are pursuing the development of technology that can be used for
the same purposes as our product. We face, and expect to continue to face,
intense and increasing competition, as new products enter the market and
advanced technologies become available. We believe that a significant number of
products are currently under development and will become available in the future
that may address the water filtration segment of the market. If other products
are successfully developed, it may be marketed before our product.
Our competitors' products may be more effective, or more effectively
marketed and sold, than any of our products. Many of our competitors have:
o significantly greater financial, technical and human resources than
we have and may be better equipped to discover, develop, manufacture and
commercialize products; and
o more extensive experience in marketing water treatment products.
17
Competitive products may render our products obsolete or noncompetitive
before we can recover the expenses of developing and commercializing our
product. Furthermore, the development of new technologies and products could
render our product noncompetitive, obsolete, or uneconomical.
As we evolve from a company primarily involved in design and development to one
also involved in commercialization, we may encounter difficulties in managing
our growth and expanding our operations successfully.
We may experience a period of rapid and substantial growth that may
place a strain on our administrative and operational infrastructure, and we
anticipate that continued growth could have a similar impact. As our product
continues to enter and advance in the market, we will need to expand our
development, regulatory, manufacturing, marketing and sales capabilities or
contract with third parties to provide these capabilities for us. As our
operations expand, we expect that we will need to manage additional
relationships with various collaborative partners, suppliers, and other third
parties.
If we are unable to adequately protect our technology, or if we infringe the
rights of others, we may not be able to defend our markets or to sell our
product.
Our success may depend in part on our ability to continue and expand
our patent protection both in the United States and in other countries for our
product. Due to evolving legal standards relating to the patentability,
validity, and enforceability of patents covering our product and the scope of
claims made under these patents, our ability to obtain and enforce patents is
uncertain and involves complex legal and factual questions. Accordingly, rights
under any issued patents may not provide us with sufficient protection for our
product or provide sufficient protection to afford us a commercial advantage
against competitive products or processes.
Our success may also depend in part on our ability to operate without
infringing the proprietary rights of third parties. The manufacture, use, or
sale of our product may infringe on the patent rights of others. Likewise, third
parties may challenge or infringe upon our existing or future patents.
Proceedings involving our patents or patent applications or those of others
could result in adverse decisions regarding:
o the patentability of our inventions relating to our product;
and/or
o the enforceability, validity, or scope of protection offered by
our patents relating to our product.
Litigation may be necessary to enforce the patents we own and have
applied for (if they are awarded), copyrights, or other intellectual property
rights, to protect our trade secrets, to determine the validity and scope of the
proprietary rights of others, or to defend against claims of infringement. This
type of litigation could result in the expenditure of significant financial and
managerial resources and could result in injunctions preventing us from
distributing certain products. Such claims could materially adversely affect our
business, financial condition, and results of operations.
18
We are dependent on key personnel.
We are dependent upon the availability and the continued performance of
the services of key personnel. The loss of the services of any such personnel
could have a material adverse effect on us. In addition, the availability of
skilled personnel is extremely important to our growth strategy and our failure
to attract and retain such personnel could have a material, adverse effect on
us. We do not currently maintain any key man life insurance covering these
persons.
Our operations are subject to governmental approvals and regulations and
environmental compliance.
Our operations are subject to extensive and frequently changing
federal, state, and local laws and substantial regulation by government
agencies, including the United States Environmental Protection Agency (EPA), the
United States Occupational Safety and Health administration (OSHA) and the
Federal Aviation Administration (FAA). Among other matters, these agencies
regulate the operation, handling, transportation and disposal of hazardous
materials used by us during the normal course of our operations, govern the
health and safety of our employees and certain standards and licensing
requirements for our aerospace components that we contract manufacture. We are
subject to significant compliance burden from this extensive regulatory
framework, which may substantially increase our operational costs.
We believe that we have been and are in compliance with environmental
requirements and believe that we have no liabilities under environmental
requirements. Further, we have not spent any funds specifically on compliance
with environmental laws. However, some risk of environmental liability is
inherent in the nature of our business, and we might incur substantial costs to
meet current or more stringent compliance, cleanup, or other obligations
pursuant to environmental requirements in the future. This could result in a
material adverse effect to our results of operations and financial condition.
Our business has a substantial risk of product liability claims. If we are
unable to obtain appropriate levels of insurance, a product liability claim
against us could aversely affect our business.
Our business exposes us to possible claims of personal injury, death,
or property damage, which may result from the failure, or malfunction of any
component or subassembly manufactured or assembled by us. While we have product
liability insurance, any product liability claim made against us may have a
material adverse effect on our business, financial condition, or results of
operations in light of our poor financial condition, losses and limited
revenues.
Item 7. Financial Statements
The financial statements required by this report are included,
commencing on F-1.
Item 8. Changes in and Disagreements With Accountants on Accounting and
Financial Disclosure
None.
19
Item 8A. 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-14. 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.
Changes in internal controls
There were no changes in our internal controls or in other factors that
could significantly affect those controls since the most recent evaluation of
such controls.
Item 8B. Other Information
None.
PART III.
Item 9. Directors and Executive Officers, Promoters, Control Persons, and
Corporate Governance; Compliance with Section 16(a) of the Exchange Act
Directors and executive officers
The following sets forth the names and ages of our officers and
directors. Our directors are elected annually by our shareholders, and the
officers are appointed annually by our board of directors.
Name Age Position
---- --- --------
Alberto DiBella 74 President and Director
John A. DiBella 35 Executive Vice President and Director
Alberto DiBella is a graduate of the Florence Technical Institute,
Italy, where he obtained a degree in mechanical engineering in 1952. After
immigrating to the United States in 1962, Mr. DiBella worked in New Jersey for a
major tool manufacturer. From 1988 to 1993, he was the President of E.T.P., Inc,
a machining business, where he was responsible for day-to-day operations of the
company. In 1993, he relocated to Florida and founded FPA, our wholly owned
subsidiary. Since our inception he has worked in the day-to-day operations of
FPA. He has been our president and chairman since June 1996 and president and
chairman of our subsidiary, FPA, since its organization in February 1993.
John A. DiBella has served as an employee of our Company since January
2002. In August 2006 the Company expanded its board of directors to two members.
John DiBella was appointed by the board to fill the vacancy created by the
additional board seat. From 2000 through January 2002 Mr. DiBella provided
20
consulting services to our Company. Mr. DiBella currently serves as the
Company's Vice President. Mr. DiBella co-founded and served as President of
PBCM, a financial management company located in New Jersey from 1997 to 1999.
While at PBCM, Mr. DiBella was involved in various consulting services regarding
the development of publicly traded companies, including establishing a
management team, negotiating partnerships, licensing agreements and
investigating merger and acquisition opportunities. Prior to co-founding PBCM,
Mr. DiBella served as a Securities Analyst in the Equities and Derivatives
Department for Donaldson, Lufkin and Jenrette, a NYSE member firm. Mr. DiBella
holds a Bachelor of Science Degree in Finance and Economics from Rutgers
University. Mr. DiBella is the nephew of Alberto DiBella.
Board of Directors and Committees
During the year ended December 31, 2006, our board of directors held 4
meetings.
To date, we have not established an audit committee. Due to our
financial position, we have been unable to attract qualified independent
directors to serve on our board. Our board of directors, consisting of Alberto
DiBella and John A. DiBella, reviews the professional services provided by our
independent auditors, the independence of our auditors from our management, our
annual financial statements and our system of internal accounting controls. None
of the board members are considered a "financial expert."
We have not established a compensation committee nor nominating
committee.
Key Consultants
Frank J. DeMicco was employed by our Company from January 2003 through
December 2004. Since January 2005, he has served as a consultant to our Company.
He previously served as President of United Water New Jersey and Senior
Vice-President of Operations for United Water Resources from 1996 to 2000.
DeMicco, a licensed professional engineer in New York, New Jersey, Pennsylvania,
Virginia and Puerto Rico, has over 35 years of senior executive management
experience in the fields of heavy construction, consulting engineering and
utility design, construction, and management. As the former senior technical and
operations executive within United Water executive management, DeMicco assisted
that company in increasing its market capitalization from $400 Million in 1991
to $1.8 Billion in 2000. In July 2000, United Water was acquired by the French
utility giant, Suez Lyonnaise des Eaux (NYSE: SZE), the world's largest provider
of water and wastewater services. Prior to his tenure at United Water, DeMicco
was the President and Chief Technical Officer of Buck, Seifert & Jost,
Consulting Engineers. DeMicco's responsibilities have included responsible
charge of design and/or construction inspection for water and sewage treatment
plants, pumping stations, gravity dams, water and sewage pipelines, filter plant
expansions, computerized process control systems and control systems software
development for the water treatment industry.
Advisory Committee
As disclosed under Description of Business, we have established an
Advisory Committee. The purpose of the Advisory Committee is to provide business
21
advice and recommendations to management of the Company. The Advisory Committee
consists of J. John Combs, Barry Gafner, Kevin Mulshine and Henry Schlesinger.
These individuals serve for a 2-year term.
On February 18, 2004, we issued options to purchase an aggregate of
30,000 shares of our common stock exercisable at $0.71 per share to three of the
individuals as consideration for joining our advisory committee. The options are
exercisable until February 18, 2008.
Code of Ethics
During the year ended December 31, 2003 we adopted a code of ethics.
The code of ethics was filed with the Company's Form 10-KSB annual report for
the year ended December 31, 2003. The code of ethics may be obtained by
contacting the Company's executive offices. The code applies to our officers and
directors. The code provides written standards that are designed to deter
wrongdoing and promote: (i) honest and ethical conduct; (ii) full, fair,
accurate, timely and understandable disclosure; (iii) compliance with applicable
laws and regulations; (iv) promote reporting of internal violations o the code;
and (v) accountability for the adherence to the code.
Section 16(a) of the Exchange Act
Section 16(a) of the Securities Exchange Act of 1934 requires our
directors and executive officers, and persons who own more than ten percent of
our outstanding common stock to file with the SEC initial reports of ownership
and reports of changes in ownership of common stock. These persons are required
by SEC regulation to furnish us with copies of these reports they file.
To our knowledge, based solely on a review of the copies of reports
furnished to us, Section 16(a) filing requirements applicable to our officers,
directors and greater than ten percent beneficial owners were complied with on a
timely basis for the period which this report relates.
Item 10. Executive compensation
The table below sets forth compensation for the past three years
awarded to, earned by or paid to our chief executive officer and each executive
officer whose compensation exceeded $100,000 for the year ended December 31,
2006.
Summary Compensation Table
---------------------------------------------------------------------------------------------------------------------------
Change in
Pension
Value and
Non-Equity Nonqualified
Incentive Deferred
Stock Option Plan Compensation All Other
Salary Bonus Awards Awards Compensation Earnings Compensation Total
Name and Principal Position Year ($) ($) ($) ($) ($) ($) ($) ($)
--------------------------------------------------------------------------------------------------------------------------
Alberto DiBella, 2006 $175,000(1) -- -- -- -- -- -- $175,000
CEO and Principal 2005 $165,000(2) -- -- -- -- -- -- $165,000
Financial Officer
--------------------------------------------------------------------------------------------------------------------------
John A. DiBella, 2006 $175,000(3) -- -- -- -- -- -- $175,000
Executive Vice President 2005 $150,000(4) -- -- -- -- -- -- $165,000
--------------------------------------------------------------------------------------------------------------------------
22
(1) Of these amounts, only $74,785 has been paid out for the year ended
December 31, 2006. Unpaid balance has been included in accrued
expenses.
(2) Of these amounts, only $43,000 was paid out for the year ended December
31, 2005. Unpaid balance has been included in accrued expenses.
(3) $129,000, has been deferred in 2006.
(4) $145,000 has been deferred.
2006 Outstanding Equity Awards At Fiscal Year-End Table
----------------------------------------------------------------------------------------------------------------------
Option Awards Stock Awards
----------------------------------------------------------------------------------------------------------------------
Equity
Incentive
Equity Plan
Incentive Awards:
Plan Market
Awards: or
Equity Number Payout
Incentive of Value of
Plan Number Market Unearned Unearned
Number of Number of Awards: of Value of Shares, Shares,
Securities Securities Number of Shares Shares Units or Units or
Underlying Underlying Securities or Units or Units Other Other
Unexercised Unexercised Underlying of Stock of Stock rights rights
Options Options Unexercised Option That That That That
(#) (#) Unearned Exercise Option Have Not Have Not Have Not Have Not
------------------------------------------- Options Price Expiration Vested Vested Vested Vested
Name Exercisable Unexercisable (#) ($) Date (#) ($) (#) ($)
----------------------------------------------------------------------------------------------------------------------
Alberto DiBella 110,000 -- -- $0.60 2009 -- -- -- --
110,000 -- -- $1.00 2009 -- -- -- --
----------------------------------------------------------------------------------------------------------------------
John DiBella 2,000,000 -- -- $0.15 2007 -- -- -- --
516,666 -- -- $0.60 2009 -- -- -- --
516,666 -- -- $1.00 2009 -- -- -- --
----------------------------------------------------------------------------------------------------------------------
2006 Option and Stock Grants
None.
Employment agreements
Neither of our executive officers has a written employment agreement
with the Company. However the Company intends to enter into an employment
agreement with John A. DiBella during 2007. We currently pay our executive
officers approximately $175,000, of which a majority of this amount is accrued.
Director Compensation
Directors are not compensated by our Company.
Item 11. Security Ownership of Certain Beneficial Owners and Management
Beneficial Ownership
The table below sets forth information with respect to the beneficial
ownership of our securities as of December 31, 2006 by: (1) each person known by
us to be the beneficial owner of five percent or more of our outstanding
securities, and (2) executive officers and directors, individually and as a
group.
Unless otherwise indicated, we believe that the beneficial owner has
sole voting and investment power over such shares.
23
Name and Address of Number of Shares Percentage of
Beneficial Owner Beneficially Owned Ownership
------------------- ------------------ -------------
Alberto DiBella 3,266,666(1) 16.6%
3500 Bayview Drive
Fort Lauderdale, FL 33308
John DiBella 4,033,333(2) 17.9%
821 N.W. 57th Place
Fort Lauderdale, FL 33309
Robert Weinberg 2,000,000(3) 10.3%
11338 Clover Leaf Circle
Boca Raton, FL 33428
Peter Chiappetta 3,000,000(3) 15.4%
2299 NW 62nd Drive
Boca Raton, FL 33487
All officers and directors 7,299,999 34.5%
as a group (2 persons)
(1) Alberto DiBella's beneficial share ownership includes 10,000 shares of
common stock owned by his wife. Also includes 110,000 shares of common
stock underlying options exercisable at $.60 per share and 110,000 shares
of common stock underlying options exercisable at $1.00 per share.
(2) Includes 2,000,000 shares of common stock underlying options exercisable
at $.15 per share, 516,666 shares of common stock underlying options
exercisable at $.60 per share and 516,666 shares of common stock
underlying options exercisable at $1.00 per share. Excludes shares, which
Mr. DiBella holds voting control, but does not hold any power to dispose
of such shares. See footnote 3.
(3) Voting rights of said shares were granted to John A. DiBella until such
time the respective percentage ownership is less than 3% of the Company.
Securities Authorized for Issuance Under Equity Compensation Plans
The table below provides information pertaining to all compensation
plans under which equity securities of our company are authorized for issuance
as of the end of the most recent fiscal year.
Number of securities
Number of securities remaining available for
to be issued upon Weighted-average future issuance under
exercise of exercise price of equity compensation
outstanding options, outstanding options, plans (excluding securities
warrants and rights warrants and rights reflected in 1st column
------------------- ------------------- -----------------------
Equity compensation plans
approved by security holders 0 N/A 0
Equity compensation plans not
approved by security holders 3,729,666 $0.52 0
Total 3,729,666 0
24
Item 12. Certain Relationships and Related Transactions, and Director
Independence
None.
Item 13. Exhibits
(a) Exhibit No. Description of Exhibit
----------- ----------------------
2 Plan of Merger (1)
3(i) Articles of Incorporation (1)
3(ii) Bylaws (1)
4 Share Certificate (1)
14 Code of Ethics (2)
21 Subsidiaries (1)
31.1 Rule 13a-14(a)/15d-4(a) Certification of
Principal Financial Officer
31.2 Rule 13a-14(a)/15d-4(a) Certification of
Principal Financial Officer
32.1 Section 1350 Certification of Principal
Executive Officer
32.2 Section 1350 Certification of Principal
Financial Officer
(1) Previously filed on Form 10-SB Registration Statement,
as amended.
(2) Previously filed on Form 10-KSB annual report for the
year ended December 31, 2003.
Item 14. Principal Accountant Fees and Services
Year ended December 31, 2006
Audit Fees: The aggregate fees, including expenses, billed by our
current principal accountant in connection with the audit of our consolidated
financial statements for the most recent fiscal year and for the review of our
financial information included in our Annual Report on Form 10-KSB for the
fiscal year ended December 31, 2006 was $17,000. Our current principal
accountant also reviewed our quarterly reports on Form 10-QSB during the fiscal
year ended December 31, 2006. The aggregate fees, including expenses in
connection with the review of our financial information included in our
quarterly reports on Form 10-QSB during the fiscal year ending December 31, 2006
was $10,500.
Audit Related Fees: The aggregate fees, including expenses, billed by
our principal accountant for services reasonably related to the audit for the
year ended December 31, 2006 were $-0-.
25
Tax Fees: The aggregate fees, billed by our principal accountant for
services reasonably related to tax services during the year ended December 31,
2006 were $-0-.
All Other Fees: The aggregate fees, including expenses, billed for all
other services rendered to us by our principal accountant during year 2006 was
$-0-.
Year ended December 31, 2005
Audit Fees: The aggregate fees, including expenses, billed by our
current principal accountant in connection with the audit of our consolidated
financial statements for the most recent fiscal year and for the review of our
financial information included in our Annual Report on Form 10-KSB for the
fiscal year ended December 31, 2005 was $12,000. Our current principal
accountant did not review our quarterly reports on Form 10-QSB during the fiscal
year ended December 31, 2005. Our current principal accountant also billed our
company an aggregate fee of $5,000 (including expenses) in connection with the
audit of our consolidated financial statements for the fiscal year ended
December 31, 2004, as such audit was included in the Annual Report on Form
10-KSB for the fiscal year ended December 31, 2005. The aggregate fees,
including expenses, billed by our former principal accountant in connection with
the review of our financial information included in our quarterly reports on
Form 10-QSB during the fiscal year ending December 31, 2005 was $15,000.
Audit Related Fees: The aggregate fees, including expenses, billed by
our principal accountant for services reasonably related to the audit for the
year ended December 31, 2005 were $-0-.
Tax Fees: The aggregate fees, billed by our principal accountant for
services reasonably related to tax services during the year ended December 31,
2005 were $-0-.
All Other Fees: The aggregate fees, including expenses, billed for all
other services rendered to us by our principal accountant during year 2005 was
$-0-.
The Company's Board of Directors acts as an audit committee. The Board
of Directors has considered whether the provisions of the services covered above
under the captions is compatible with maintaining the auditor's independence and
approved such services prior to the services being provided.
26
SIGNATURES
In accordance with Section 13 or 15(d) of the Securities Exchange Act
of 1934, as amended, the registrant caused this report to be signed on its
behalf by the undersigned and duly authorized on January 31, 2008.
ENVIRO VORAXIAL TECHNOLOGY, INC.
By: /s/ Alberto DiBella
--------------------
Alberto DiBella
President and Chief Executive Officer
(Principal Executive Officer and
Principal Financial Officer)
27
ENVIRO VORAXIAL TECHNOLOGY, INC.
AND SUBSIDIARY
FINANCIAL STATEMENTS
DECEMBER 31, 2006
Table of Contents
Page
----
Report of Independent Registered Public Accounting Firm................................ F - 2
Balance Sheet ........................................................................ F - 3
Statements of Operations .............................................................. F - 4
Statements of Changes in Shareholders' Deficiency...................................... F - 5
Statements of Cash Flows .............................................................. F - 6
Notes to Financial Statements.......................................................... F -7 -18
F-1
Report of Independent Registered Public Accounting Firm
To The Shareholders and Board of Directors of
Enviro Voraxial Technology, Inc.
We have audited the accompanying consolidated balance sheet of Enviro Voraxial
Technology, Inc and Subsidiary as of December 31, 2006 and the related
consolidated statements of operations, changes in shareholders' deficiency and
cash flows for years end December 31, 2006 and 2005. These financial statements
are the responsibility of the Company's management. Our responsibility is to
express an opinion on these financial statements based on our audits.
We conducted our audit in accordance with the standards of the Public Company
Accounting Oversight Board (United States). Those standards require that we plan
and perform the audit to obtain reasonable assurance about whether the financial
statements are free of material misstatement. An audit includes examining, on a
test basis, evidence supporting the amounts and disclosures in the financial
statements. An audit also includes assessing the accounting principles used and
significant estimates made by management, as well as evaluating the overall
financial statement presentation. We believe that our audits provided a
reasonable basis for our opinion.
In our opinion, the financial statements referred to above present fairly, in
all material respects, the financial position of Enviro Voraxial Technology, Inc
and Subsidiary as of December 31, 2006 and 2005, and the results of its
operations and its cash flows for the years then ended in conformity with
accounting principles generally accepted in the United States.
The accompanying consolidated financial statements have been prepared assuming
that Enviro Voraxial Technology, Inc and Subsidiary will continue as a going
concern. As discussed in Note B to the financial statements, Enviro Voraxial
Technology, Inc and Subsidiary has suffered recurring losses from operations,
which raises substantial doubt about its ability to continue as a going concern.
Management's plans regarding those matters also are described in Note B. The
financial statements do not include any adjustments that might result from the
outcome of this uncertainty.
Jewett, Schwartz, Wolfe & Associates
Hollywood, Florida
April 16, 2007
F-2
ENVIRO VORAXIAL TECHNOLOGY, INC. AND SUBSIDIARY
CONSOLIDATED BALANCE SHEET
December 31,
2006
------------------
ASSETS
CURRENT ASSETS:
Cash and cash equivalents $ 390,393
Accounts receivable, net 61,341
Inventory 198,146
------------------
Total current assets 649,880
FIXED ASSETS, NET 4,755
OTHER ASSETS 10,000
------------------
Total assets $ 664,635
==================
LIABILITIES AND SHAREHOLDERS' DEFICIENCY
CURRENT LIABILITIES:
Accounts payable and accrued expenses $ 651,702
------------------
Total current liabilities 651,702
------------------
Total liabilities 651,702
------------------
COMMITMENTS AND CONTINGENCIES
SHAREHOLDERS' DEFICIENCY:
Common stock, $.001 par value, 42,750,000 shares authorized
21,992,235 shares issued and oustanding 21,991
Additional paid-in capital 6,719,811
Deferred compensation (13,333)
Accumulated deficit (6,715,536)
------------------
Total shareholders' equity 12,933
------------------
Total liabilities and shareholders' deficiency $ 664,635
==================
The accompanying notes are an integral part of the consolidated financial
statements.
F-3
ENVIRO VORAXIAL TECHNOLOGY, INC. AND SUBSIDIARY
CONSOLIDATED STATEMENTS OF OPERATIONS
Years Ended December 31,
----------------------------------------------
2006 2005
-------------------- ---------------------
Revenues, net $ 310,376 $ 128,070
Cost of goods sold 134,499 34,444
-------------------- ---------------------
Gross profit 175,877 93,626
Costs and operating expenses:
Research and development 592,181 730,774
General and administrative 421,975 453,857
-------------------- ---------------------
Total costs and operating expenses 1,014,156 1,184,631
-------------------- ---------------------
Loss from operations (838,279) (1,091,005)
Interest income 4,748 -
-------------------- ---------------------
Provision for income taxes - -
NET LOSS $ (833,531) $ (1,091,005)
==================== =====================
Weighted average number of common shares
outstanding-basic & diluted 18,257,808 18,257,808
==================== =====================
Basic and diluted loss per common share $ (0.05) $ (0.06)
==================== =====================
The accompanying notes are an integral part of the consolidated financial
statements.
F-4
ENVIRO VORAXIAL TECHNOLOGY, INC. AND SUBSIDIARY
CONSOLIDATED STATEMENTS OF CHANGES IN SHAREHOLDERS' DEFICIENCY
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
============= =========== ============ ============= ============= ==============
The accompanying notes are an integral part of the consolidated financial
statements.
F-5
ENVIRO VORAXIAL TECHNOLOGY, INC. AND SUBSIDIARY
CONSOLIDATED STATEMENTS OF CHANGES IN CASH FLOWS
For the Years Ended December 31,
----------------------------------------
2006 2005
-------------------- ------------------
Cash Flows From Operating Activities:
Net loss $ (833,531) $ (1,091,005)
Adjustments to reconcile net loss to net
cash used by operating activities:
Depreciation 583 2,720
Common stock issued for services 120,000 149,469
Amortization of deferred compensation 53,437 -
Deferred compensation (13,333) (42,437)
Gain on sale of equipment - (2,142)
Issuance of warrants for services - 21,000
Changes in operating assets and liabilities:
Accounts receivable (61,341) -
Inventory (72,112) (47,034)
Prepaid insurance - 3,000
Accounts payable and accrued expenses 226,999 255,617
Deposits from customers - (10,000)
-------------------- ------------------
Net cash used in operating activities (579,298) (760,812)
-------------------- ------------------
Cash Flows From Investing Activities:
Purchase of equipment - (5,830)
Sale of equipment - 35,000
-------------------- ------------------
Net cash provided by investing activities - 29,170
-------------------- ------------------
Cash Flows From Financing Activities:
Proceeds from sales of common stock 893,000 587,333
-------------------- ------------------
Net cash provided by financing activities 893,000 587,333
-------------------- ------------------
Net increase (decrease) in cash and cash equivalents 313,702 (144,309)
Cash and cash equivalents, beginning of period 76,691 221,000
-------------------- ------------------
Cash and cash equivalents, end of period $ 390,393 $ 76,691
==================== ==================
Supplemental Disclosures
Cash paid during the year for interest $ - $ -
==================== ==================
Cash paid during the year for taxes $ - $ -
==================== ==================
Common stock issued for deferred consulting $ 13,333 $ 53,437
==================== ==================
Common stock issued for consulting services $ 286,667 $ 146,469
==================== ==================
The accompanying notes are an integral part of the consolidated financial
statements.
F-6
ENVIRO VORAXIAL TECHNOLOGY, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
DECEMBER 31, 2006
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 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 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
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
F-7
ENVIRO VORAXIAL TECHNOLOGY, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
DECEMBER 31, 2006
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
collectibility 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 December 31, 2006.
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 December
31, 2006, 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.
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
F-8
ENVIRO VORAXIAL TECHNOLOGY, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
DECEMBER 31, 2006
as to the effectiveness and usefulness of the service to be incorporated into
their respective operations. Units rented on a short term basis are included as
inventory.
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 3,729,666
----------
9,319,033
==========
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. Amounts incurred for advertising as of December 31,
2006 and 2005 were $8,833 and $10,121 respectively.
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
F-9
ENVIRO VORAXIAL TECHNOLOGY, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
DECEMBER 31, 2006
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 2006.
Recent Accounting Pronouncements
--------------------------------
Accounting changes and error corrections
----------------------------------------
In May 2005, the Financial Accounting Standards Board (FASB) issued SFAS No.
154, "Accounting Changes and Error Corrections" (SFAS 154), which replaces
Accounting Principles Board (APB) Opinion No. 20, "Accounting Changes," and SFAS
No. 3, "Reporting Accounting Changes in Interim Financial Statements - An
Amendment of APB Opinion No. 28." SFAS 154 provides guidance on the accounting
for and reporting of accounting changes and error corrections, and it
establishes retrospective application, or the latest practicable date, as the
required method for reporting a change in accounting principle and the reporting
of a correction of an error. SFAS 154 is effective for accounting changes and
corrections of errors made in fiscal years beginning after December 15, 2006.
The Company will adopt SFAS 154 in the first quarter of fiscal year 2007 and
F-10
ENVIRO VORAXIAL TECHNOLOGY, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
DECEMBER 31, 2006
does not expect it to have a material impact on its consolidated results of
operations and financial condition.
Fair value measurements
-----------------------
In September 2006, the FASB issued SFAS No. 157, "Fair Value Measurements" (SFAS
157). SFAS 157 provides guidance for using fair value to measure assets and
liabilities. SFAS 157 addresses the requests from investors for expanded
disclosure about the extent to which companies measure assets and liabilities at
fair value, the information used to measure fair value and the effect of fair
value measurements on earnings. SFAS 157 applies whenever other standards
require (or permit) assets or liabilities to be measured at fair value, and does
not expand the use of fair value in any new circumstances. SFAS 157 is effective
for financial statements issued for fiscal years beginning after November 15,
2007 and will be adopted by the Company in the first quarter of fiscal year
2008. The Company is unable at this time to determine the effect that its
adoption of SFAS 157 will have on its consolidated results of operations and
financial condition.
Accounting for uncertainty in income taxes
------------------------------------------
In July 2006, the FASB issued FASB Interpretation No. 48, "Accounting for
Uncertainty in Income Taxes, an interpretation of FASB Statement No. 109" (FIN
48). FIN 48 clarifies the accounting for uncertainty in income taxes by
prescribing the recognition threshold a tax position is required to meet before
being recognized in the financial statements. It also provides guidance on
derecognition, classification, interest and penalties, accounting in interim
periods, disclosure and transition. The cumulative effects, if any, of applying
FIN 48 will be recorded as an adjustment to retained earnings as of the
beginning of the period of adoption. FIN 48 is effective for fiscal years
beginning after December 15, 2006, and the Company is required to adopt it in
the first quarter of fiscal year 2008. The Company is currently evaluating the
effect that the adoption of FIN 48 will have on its consolidated results of
operations and financial condition and is not currently in a position to
determine such effects, if any.
Taxes collected from customer and remitted to governmental authorities
----------------------------------------------------------------------
In June 2006, the FASB ratified Emerging Issues Task Force (EITF) Issue No. 06-3
(EITF 06-3), "How Taxes Collected from Customers and Remitted to Governmental
Authorities Should Be Presented in the Income Statement (That Is, Gross versus
Net Presentation)." EITF 06-3 applies to any tax assessed by a governmental
authority that is directly imposed on a revenue producing transaction between a
seller and a customer. EITF 06-3 allows companies to present taxes either gross
within revenue and expense or net. If taxes subject to this issue are
significant, a company is required to disclose its accounting policy for
presenting taxes and the amount of such taxes that are recognized on a gross
basis. The Company currently presents such taxes net. EITF 06-3 is required to
be adopted during the first quarter of fiscal year 2008. These taxes are
currently not material to the Company's consolidated financial statements.
F-11
ENVIRO VORAXIAL TECHNOLOGY, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
DECEMBER 31, 2006
Accounting for rental costs incurred during a construction period
-----------------------------------------------------------------
In September 2006, the FASB issued FASB Staff Position No. FAS 13-1 (As
Amended), "Accounting for Rental Costs Incurred during a Construction Period"
(FAS 13-1). This position requires a company to recognize as rental expense the
rental costs associated with a ground or building operating lease during a
construction period, except for costs associated with projects accounted for
under SFAS No. 67, "Accounting for Costs and Initial Rental Operations of Real
Estate Projects." FAS 13-1 is effective for reporting periods beginning after
December 15, 2005 and was adopted by the Company in the first quarter of fiscal
year 2007. The Company's adoption of FAS 13-1 will not materially affect its
consolidated results of operations and financial position.
Effects of Prior Year Misstatements when Quantifying Misstatements in the
-------------------------------------------------------------------------
Current Year Financial Statements
---------------------------------
In September 2006, the SEC issued Staff Accounting Bulletin No. 108,
"Considering the Effects of Prior Year Misstatements when Quantifying
Misstatements in Current Year Financial Statements" (SAB 108). SAB 108 provides
guidance on the consideration of the effects of prior year misstatements in
quantifying current year misstatements for the purpose of a materiality
assessment. SAB 108 establishes an approach that requires quantification of
financial statement errors based on the effects of each on a company's balance
sheet and statement of operations and the related financial statement
disclosures. Early application of the guidance in SAB 108 is encouraged in any
report for an interim period of the first fiscal year ending after November 15,
2006, and will be adopted by the Company in the first quarter of fiscal year
2007. The Company does not expect the adoption of SAB 108 to have a material
impact on its consolidated results of operations and financial condition
FSP FAS 123(R)-5
----------------
FSP FAS 123(R)-5 was issued on October 10, 2006. The FSP provides that
instruments that were originally issued as employee compensation and then
modified, and that modification is made to the terms of the instrument solely to
reflect an equity restructuring that occurs when the holders are no longer
employees, then no change in the recognition or the measurement (due to a change
in classification) of those instruments will result if both of the following
conditions are met: (a). There is no increase in fair value of the award (or the
ratio of intrinsic value to the exercise price of the award is preserved, that
is, the holder is made whole), or the antidilution provision is not added to the
terms of the award in contemplation of an equity restructuring; and (b). All
holders of the same class of equity instruments (for example, stock options) are
treated in the same manner. The provisions in this FSP shall be applied in the
first reporting period beginning after the date the FSP is posted to the FASB
website. The Company does not expect the adoption of FSP FAS 123(R)-5 to have a
material impact on its consolidated results of operations and financial
condition.
F-12
ENVIRO VORAXIAL TECHNOLOGY, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
DECEMBER 31, 2006
NOTE D - CONCENTRATION OF CREDIT RISK
One customer accounted for approximately 63% of revenue for the years end
December 31, 2006. There were no outstanding receivables from this customer as
of December 31, 2006.
NOTE E - FIXED ASSETS
Fixed assets as of December 31, 2006 consists of:
2006
-----------------
Machinery and equipment $ 278,929
Furniture and fixtures 14,498
-----------------
Total 293,427
Less: accumulated depreciation (288,672)
-----------------
Fixed Assets, net $ 4,755
=================
Depreciation expense for the years ended December 31, 2006 and 2005 amounted to
$583 and $2,720 respectively.
NOTE F - RELATED PARTY TRANSACTIONS
For the year ended December 31, 2006, the Company incurred consulting expenses
from the chief executive officer and majority stockholder of the Company of
$175,000. Of these amounts, $75,000 has been paid out for the year ended
December 31, 2006. The unpaid balance has been included in accrued expenses.
NOTE G - CAPITAL TRANSACTIONS
Common stock
------------
In January 2005, the Company entered into a one-year consulting agreement with
its former Chief Operating Officer for engineering design, marketing and sales
of Company products and services. Pursuant to this agreement, the Company
granted 50,000 warrants to this individual exercisable at $1.00 per share. These
warrants vest equally in 12 traunches over a period of one year commencing in
January, 2005 and expire in January 2008. The Company calculated the fair value
of the warrants 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 133%; risk-free interest rate of 3% and an
expected life of 3 years, resulting in a fair value of approximately $21,000.
In May 2005, the Company issued 75,000 shares of common stock to a consultant,
valued at $57,000, which is based on the closing market price of the Company's
common stock on the date of the agreement. In addition, the Company paid $40,000
in cash to the consultant, which has been amortized over the life of the
consulting agreement of four months. During November 2005, the Company issued an
additional 225,000 shares per the terms of the agreement. These shares were
F-13
ENVIRO VORAXIAL TECHNOLOGY, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
DECEMBER 31, 2006
valued at $85,500, which is based on the closing market price of the Company's
common stock on the date of the agreement.
During 2005, the Company issued 1,468,333 shares of restricted common stock at
$.40 per share, with total proceeds of $587,333 being received. The shares
contain legends restricting their transferability absent registration or
applicable exemption.
In July 2005, the Company entered into a consulting agreement. The terms of
agreement included issuance of 15,000 shares of common stock for services
rendered. The number of shares issued was based on the fair value of the
consulting services of $7,650.
In January 2006, the Company entered into a six month consulting agreement and
agreed to issue 100,000 shares for services performed by a consultant, which
were valued at $40,000.
In August 2006, the Company entered into a three month consulting agreement and
agreed to issue 100,000 shares for services performed by a consultant, which
were valued at $40,000.
In November 2006, the Company entered into a three month consulting agreement
and agreed to issue 100,000 shares for services performed by a consultant, which
were valued at $40,000.
During fiscal year 2006, the Company received gross proceeds of $893,000 from 19
accredited investors, including five investment funds to purchase an aggregate
of 2,232,500 shares of the Company's restricted common stock at $0.40 per share.
The shares contain legends restricting their transferability absent registration
or applicable exemption.
Options
-------
Information with respect to employee stock options outstanding and employee
stock options exercisable at December 31, 2006 is as follows:
Weighted Average
Options Vested Exercise Price Per Exercise Price Per
Outstanding Shares Common Share Option Outstanding
----------- ------ ------------ ------------------
Balance, December 31, 2002 2,245,000 1,115,000 $0.15-$0.77 $0.21
Granted/vested during the year 10,000 1,120,000 $1.00
Balance, December 31, 2002 2,245,000 2,235,000 $0.15-$1.00 $0.21
Granted/vested during the year 1,424,666 1,424,666 $0.15-$1.00 $0.79
Balance, December 31, 2004 3,679,666 3,659,666 $0.15-$1.00 $0.52
Granted/vested during the year 50,000 50,000 $1.00
Balance, December 31, 2005 3,729,666 3,709,666 $0.15-$1.00 $0.52
Balance, December 31, 2006 3,729,666 3,709,666 $0.15-$1.00 $0.52
F-14
ENVIRO VORAXIAL TECHNOLOGY, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
DECEMBER 31, 2006
The following table summarizes information about the stock options outstanding
at December 31, 2006
Number Weighted Weighted
Outstanding Average Average
Exercise at December 31, Remaining Exercise Number Exercisable Weighted Average
Price 2006 Contractual Life Price at December 31, 2006 Exercise Price
----- ---- ---------------- ----- -------------------- --------------
0.30 45,000 0.87 0.30 45,000 0.30
0.77 200,000 1.13 0.77 200,000 0.77
0.15 2,000,000 1.55 0.15 2,000,000 0.15
1.00 10,000 1.00 1.00 10,000 1.00
0.60 697,333 3.13 0.60 697,333 0.60
1.00 697,333 3.13 1.00 697,333 1.00
1.00 50,000 3.00 1.00 50,000 1.00
0.71 30,000 1.17 0.71 30,000 0.71
--------- ---------
3,729,666 3,729,666
========= =========
Warrants
--------
Number Range of Exercise Number
Outstanding Price Exercisable
----------- ----- -----------
Balance, January 1, 2005 5,589,367 $0.75 - $9.00 5,389,367
Balance, December 31, 2005 5,589,367 $0.75 - $9.00 5,389,367
--------- ---------
Balance, December 31, 2006 5,589,367 $0.75 - $9.00 5,389,367
--------- ---------
NOTE H - INCOME TAXES
The provision (benefit) for income taxes from continued operations for the
years ended December 31, 2006 and 2005 consist of the following:
December 31,
--------------------------------------
2006 2005
---------------- ----------------
Current:
Federal $ - $ -
State - -
---------------- ----------------
- -
Deferred:
Federal $ (283,560) $ (371,000)
State (50,040) (65,000)
---------------- ----------------
(333,600) (436,000)
Benefit from the operating loss
carryforward 333,600 436,000
---------------- ----------------
Benefit for income taxes, net $ - $ -
================ ================
F-15
ENVIRO VORAXIAL TECHNOLOGY, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
DECEMBER 31, 2006
The difference between income tax expense computed by applying the federal
statutory corporate tax rate and actual income tax expense is as follows:
December 31,
--------------------------------------
2006 2005
---------------- ----------------
Statutory federal income tax rate 34.0% 34.0%
Decrease in valuation allowance (40.0)% (40.0)%
State income taxes 6.0% 6.0%
---------------- ----------------
Effective tax rate (0)% (0)%
================ ================
Deferred income taxes result from temporary differences in the recognition
of income and expenses for the financial reporting purposes and for tax
purposes. The net deferred tax assets and liabilities are comprised of the
following:
2006
-------------------------
Deferred income tax asset:
Net operating loss carry-forwards $ 2,686,000
Valuation allowance (2,686,000)
-------------------------
Deferred income tax asset $ -
=========================
The tax effect of these temporary differences representing deferred tax
asset and liabilities result principally from the following:
2006
-------------------------
Deferred tax assets
Current $ -
Non-current 2,686,000
-------------------------
Net deferred income tax asset $ 2,686,000
=========================
The Company has a net operating loss carryforward of approximately $6,715,000
available to offset future taxable income through 2019.
The Company has made a 100% valuation allowance of the deferred income tax asset
at December 31, 2006, as it is not expected that the deferred tax assets will be
realized. The net increase in valuation allowance during the year ended December
31, 2006 was $336,000.
F-16
ENVIRO VORAXIAL TECHNOLOGY, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
DECEMBER 31, 2006
NOTE I - COMMITMENTS AND CONTINGENCIES
Employment Agreements
---------------------
The Company entered into an employment agreement dated January 17, 2002 with an
individual to serve as the Vice President and Director of Business Development.
The agreement provides for a contingent bonus to be paid to this employee in the
amount of $300,000 to improve the financial condition of the Company. Such bonus
is payable upon the Company obtaining a total of $3 million of financing or when
revenue exceeds $1 million. In 2002, this individual was granted stock options
to purchase 2 million shares of common stock with an exercise price of $0.15 per
share. The market price at the date of grant was $0.12 per share.
The Company hired two employees under employment agreements that commenced in
January 2003. The combined salaries for 2003 are $215,000 subject to annual
increases beginning in 2004. Both agreements have a term of 5 years. One
agreement provided for the granting of up to 300,000 cashless exercise warrants
to purchase common stock at $1 per share which may result in a significant
charge to operations in the future. This agreement was terminated by mutual
agreement on December 31, 2004, and only 150,000 warrants were vested and are
exercisable. The other agreement provides for the granting of 10,000 stock
options to purchase common stock at $1 per share exercisable ratably over two
years from the date of grant.
Operating Lease
---------------
The Company leases office and warehouse space in Ft. Lauderdale, Florida under a
business lease agreement for a three-year term ending in August 2007. Minimum
future lease payment for the following year is as follows:
Years ending December 31, 2007 $ 42,467
========
Rent expense charged to operations amounted to $61,485 in 2006.
F-17
ENVIRO VORAXIAL TECHNOLOGY, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
DECEMBER 31, 2006
NOTE J - SUBSEQUENT EVENTS
Agreements and purchase orders
------------------------------
In the first quarter of 2007, we received a purchase order from a leading
Scandinavian energy company, to deploy a Voraxial Skid for a drilling operation
using lightweight drilling fluids. This technique is called "underbalanced
drilling" since it maintains the drilling operations at a lower pressure than
the formation to prevent the drilling fluids from damaging the well.
The Company received another purchase order in the first quarter of 2007 from a
leading oil and gas company in Europe to deploy a Voraxial 2000 Produced Water
Skid at one of their onshore production facilities.
In 2007, the Company signed a non-exclusive, comprehensive sales and marketing
agreement with TwinFilter, a leading Dutch filtration company in the oil and gas
industry. Under the terms of the agreement, the two companies will market and
promote each others technologies while sharing the sales & marketing expenses
and engineering expertise. Furthermore, EVTN and TwinFilter will collaborate to
build and promote turn-key oil/water and liquid/solid separation systems for the
oil industry that will incorporate EVTN's Voraxial Separator and TwinFilter's
absorption systems, coalescing, other filter technology. This agreement was
finalized after many months of collaboration to build and deliver products for
various companies within the oil industry.
F-18