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Share Name | Share Symbol | Market | Type |
---|---|---|---|
Enviro Technologies US Inc (QB) | USOTC:EVTN | OTCMarkets | Common Stock |
Price Change | % Change | Share Price | Bid Price | Offer Price | High Price | Low Price | Open Price | Shares Traded | Last Trade | |
---|---|---|---|---|---|---|---|---|---|---|
0.00 | 0.00% | 0.045 | 0.035 | 0.05 | 0.00 | 01:00:00 |
Idaho
|
83-0266517
|
(State or Other Jurisdiction of Incorporation or Organization)
|
(I.R.S. Employer
Identification No.)
|
821 NW 57th Place, Fort Lauderdale, Florida 33309
(Address of Principal Executive Offices) (Zip Code)
|
(954) 958-9968
(Issuer's Telephone Number)
|
Securities registered under Section 12(b) of the Act:
|
Title of Each Class Name of Each Exchange on Which Registered
None
|
Securities registered under Section 12(g) of the Exchange Act:
|
Common Stock, $.001 par value
(Title of Class)
|
Large accelerated filer
|
☐
|
Accelerated filer
|
☐
|
Non-accelerated filer
|
☐
|
Smaller reporting company
|
☒
|
(Do not check if a smaller reporting company)
|
Table of Contents
|
||
Page | ||
PART I.
|
2 | |
Item 1.
|
Business
|
2 |
Item 1A.
|
Risk Factors
|
6 |
Item 1B.
|
Unresolved Staff Comments
|
6 |
Item 2.
|
Properties
|
6 |
Item 3.
|
Legal Proceedings
|
6 |
Item 4.
|
Mine Safety Disclosures
|
6 |
PART II.
|
7 | |
Item 5.
|
Market for Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities
|
7 |
Item 6.
|
Selected Financial Data
|
7 |
Item 7.
|
Management's Discussion and Analysis of Financial Condition and Results of Operations
|
7 |
Item 7A.
|
Quantitative and Qualitative Disclosures About Market Risk
|
12 |
Item 8.
|
Financial Statements and Supplementing Data
|
12 |
Item 9.
|
Changes in and Disagreements With Accountants on Accounting and Financial Disclosure
|
12 |
Item 9A.
|
Controls and Procedures
|
12 |
Item 9B.
|
Other Information
|
13 |
PART III.
|
14 | |
Item 10.
|
Directors, Executive Officers and Corporate Governance
|
14 |
Item 11.
|
Executive compensation
|
15 |
Item 12.
|
Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters
|
16 |
Item 13.
|
Certain Relationships and Related Transactions, and Director Independence
|
17 |
PART IV.
|
18 | |
Item 14.
|
Principal Accountant Fees and Services
|
18 |
Item 15.
|
Exhibits and Financial Data Schedules
|
18 |
-
|
High volume / small footprint
|
-
|
No Pressure drop requirement
|
-
|
High G force
|
-
|
Treats a wide range of flows, even slugging flows
|
-
|
Handles fluctuation in flow rates without any adjustments
|
-
|
Handles fluctuation in contaminates without any adjustments
|
-
|
Separation of 2 or 3 components simultaneously
|
-
|
Non-clogging - open rotor assembly
|
-
|
Low maintenance with ease of operation and installation
|
-
|
Can operate dry
|
-
|
Since there is no pressure drop, there is very little wear caused by sand
|
Model
|
Diameter
|
Capacity Range
|
||||
Number
|
Size
|
Gallons Per Minute
|
||||
Voraxial
®
|
1000
|
1 inch
|
3
|
- 5
|
||
Voraxial
®
|
2000
|
2 inches
|
20
|
- 70
|
||
Voraxial
®
|
4000
|
4 inches
|
100
|
- 500
|
||
Voraxial
®
|
8000
|
8 inches
|
1,000
|
- 3,500
|
●
|
A reduction in water and energy usage,
|
●
|
Requires no pressure drop to perform separation,
|
●
|
Less space needed to implement the Voraxial Separator, the Voraxial Separator weights less than existing systems,
|
●
|
A reduction time to process and separate the fluids, allowing the customer to be more efficient,
|
●
|
Creation of more efficient and faster process to treat water to increase the overall productivity of the end-user,
|
●
|
Fewer employees needed to operate the system, and
|
●
|
Reduction of ongoing maintenance and servicing costs.
|
Quarter Ended
|
High
|
Low
|
||
March 31, 2014
|
$0.13
|
$0.08
|
||
June 30, 2014
|
$0.09
|
$0.06
|
||
September 30, 2014
|
$0.06
|
$0.03
|
||
December 31, 2014
|
$0.05
|
$0.01
|
||
March 31, 2015
|
$0.02
|
$0.01
|
||
June 30, 2015
|
$0.06
|
$0.01
|
||
September 30, 2015
|
$0.02
|
$0.01
|
||
December 31, 2015
|
$0.01
|
$0.01
|
●
|
significantly greater financial, technical and human resources than we have and may be better equipped to discover, develop, manufacture and commercialize products; and
|
●
|
more extensive experience in marketing water treatment products.
|
●
|
the patentability of our inventions relating to our product; and/or
|
●
|
the enforceability, validity, or scope of protection offered by our patents relating to our product.
|
Name
|
Age
|
Position
|
||
John A. DiBella
|
43
|
Chief Executive Officer, Chief Financial Officer and Director
|
||
Raynard Veldman
|
54
|
Director
|
Name and Principal Position
|
Year
|
Salary
($) |
Bonus
($) |
Stock
Awards ($) |
Option
Awards ($)(1) |
Non-Equity
Incentive Plan Compen-
sation
($)
|
Change in
Pension Value and Nonqualified Deferred Compensation Earnings ($) |
All Other
Compen-
sation
($)
|
Total
($) |
John A. DiBella
|
2014
|
$305,000(2)
|
--
|
--
|
44,224(4)
|
--
|
--
|
--
|
$349,224
|
President, Chief Executive Officer
and Chief Financial Officer
|
2015
|
$305,000(3)
|
--
|
--
|
0(5)
|
--
|
--
|
--
|
$305,000
|
(1)
|
The amounts in these columns represent the fair value of the award as of the grant date as computed in accordance with FASB ASC
Topic 718 and the SEC disclosure rules. These amounts represent awards that are paid in shares of common stock or options to
purchase shares of our common stock and do not reflect the actual amounts that may be realized by the Named Executives.
|
(2)
|
$90,000 paid and the remaining amount accrued.
|
(3)
|
$88,000 paid and remaining amount accrued.
|
(4)
|
Effective August 29, 2014, the Company extended the expiration dates of all of its issued and outstanding common stock purchase
options to November 15, 2023 and reduced the exercise price of such options to $0.05 per share.
|
(5)
|
Effective December 28, 2015, the Company reduced the exercise price of all of its issued and outstanding common stock purchase
options from $0.05 per share to $0.01 per share.
|
(1)
|
Effective August 29, 2014, the Company extended the expiration dates of all of its issued and outstanding common stock purchase options to November 15, 2023 and reduced the exercise price of such options to $0.05 per share. Effective December 28, 2015, the Company reduced the exercise price of all of its issued and outstanding common stock purchase options from $0.05 per share to $0.01 per share.
|
Name and Address of
|
Number of Shares
|
Percentage of
|
||
Beneficial Owner
|
Beneficially Owned
|
Ownership
|
||
Adele DiBella
|
6,095,500(1)
|
16.4%
|
||
John A. DiBella
|
10,428,616(2)
|
25.3%
|
||
Raynard Veldman
|
2,750,000(3)
|
8.0%
|
||
All officers and directors
as a group (2 persons)
|
13,178,616(2)(3)
|
31.3%
|
Number of securities
|
||||||
Number of securities
|
Weighted-average
|
remaining available for
|
||||
to be issued upon
|
exercise price
|
future issuance under
|
||||
exercise of
|
of outstanding
|
equity compensation
|
||||
outstanding options,
|
options
|
plans (excluding securities
|
||||
warrants and rights
|
warrants and rights
|
reflected in 1
st
column)
|
||||
Equity compensation plans
|
||||||
approved by security holders
|
0
|
N/A
|
0
|
|||
Equity compensation plans not
approved by security holders
|
13,465,000
|
$0.01 | 0 | |||
Total
|
13,465,000
|
(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 Executive 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
|
||
101.INS
|
XBRL Instance Document
|
||
101.SCH
|
XBRL Taxonomy Extension Schema Document
|
||
101.CAL
|
XBRL Taxonomy Calculation Linkbase Document
|
||
101.DEF
|
XBRL Taxonomy Extension Definition Linkbase Document
|
||
101.LAB
|
XBRL Taxonomy Extension Label Linkbase Document
|
||
101.PRE
|
XBRL Taxonomy Extension Presentation Linkbase Document
|
(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.
|
ENVIRO VORAXIAL TECHNOLOGY, INC.
CONSOLIDATED FINANCIAL STATEMENTS
|
|
CONTENTS
|
|
PAGE
|
|
REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
|
F-2
|
CONSOLIDATED BALANCE SHEETS AS OF DECEMBER 31, 2015 AND 2014
|
F-3
|
CONSOLIDATED STATEMENTS OF OPERATIONS FOR THE YEARS ENDED DECEMBER 31,
2015 AND 2014
|
F-4
|
CONSOLIDATED STATEMENTS OF CHANGES IN SHAREHOLDERS' DEFICIENCY FOR THE
YEARS ENDED DECEMBER 31, 2015 AND 2014
|
F-5
|
CONSOLIDATED STATEMENTS OF CASH FLOWS FOR THE YEARS ENDED DECEMBER 31,
2015 AND 2014
|
F-6 |
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
|
F-7 – F-14
|
CONSOLIDATED BALANCE SHEETS
|
|||||
December 31,
2015 |
December 31,
2014 |
||||
CURRENT ASSETS:
|
|||||
Cash and cash equivalents
|
$
|
73,713
|
$
|
182,916
|
|
Accounts receivable, net
|
94,277
|
24,900
|
|||
Inventory, net
|
96,235
|
420,110
|
|||
Prepaid expenses
|
--
|
5,825
|
|||
Total current assets
|
264,225
|
633,751
|
|||
FIXED ASSETS, NET
|
33,052
|
55,145
|
|||
OTHER ASSETS
|
10,026
|
10,026
|
|||
Total Assets
|
$
|
307,303
|
$
|
698,922
|
|
LIABILITIES AND SHAREHOLDERS' DEFICIENCY
|
|||||
CURRENT LIABILITIES
|
|||||
Accounts payable and accrued expenses
|
$
|
274,913
|
$
|
406,873
|
|
Accrued expenses – related party
|
249,228
|
1,095,331
|
|||
Deposits
|
1,326,159
|
465,290
|
|||
Total current liabilities
|
1,850,300
|
1,967,494
|
|||
Total liabilities
|
1,850,300
|
1,967,494
|
|||
COMMITMENTS AND CONTINGENCIES (See Note J)
|
|||||
SHAREHOLDERS' DEFICIENCY
|
|||||
Common stock, $.001 par value, 42,750,000 shares authorized; 33,464,497
|
33,465
|
33,465
|
|||
and 33,464,497 shares issued and outstanding as of December 31, 2015 and
December 31, 2014
|
|||||
Additional paid-in capital
|
14,947,209
|
14,946,214
|
|||
Accumulated deficit
|
(16,523,671)
|
(16,248,251)
|
|||
Total shareholders' deficiency
|
(1,542,997
|
)
|
(1,268,572)
|
||
Total liabilities and shareholders' deficiency
|
$
|
307,303
|
$
|
698,922
|
CONSOLIDATED STATEMENTS OF OPERATION
|
|||||
Years Ended December 31,
|
|||||
2015
|
2014
|
||||
Revenues:
|
|||||
Sales
|
$ |
932,943
|
$
|
343,704
|
|
Rentals
|
158,400
|
233,076
|
|||
Total revenue
|
1,091,343
|
576,780
|
|||
Cost of goods sold
|
448,220
|
178,992
|
|||
Gross profit
|
643,123
|
397,788
|
|||
Costs and expenses:
|
|||||
General and administrative
|
442,861
|
450,702
|
|||
Consulting expense
|
995
|
128,339
|
|||
Payroll expenses
|
454,669
|
539,139
|
|||
Total costs and expenses
|
898,525 | 1,118,180 | |||
Loss from operations
|
(255,402
|
)
|
(720,392
|
||
Interest expense
|
(20,018
|
)
|
(14,743
|
||
Total other expense
|
(20,018
|
)
|
(14,743
|
||
Loss before provision for income taxes
|
(275,420
|
) |
(735,135)
|
||
Provision for Income taxes
|
-
|
-
|
|||
Net Loss
|
$ |
(275,420
|
) |
$
|
(735,135)
|
Weighted average number of common shares
|
|||||
outstanding-basic and diluted
|
33,464,497
|
33,464,497
|
|||
Loss per common share - basic and diluted
|
(0.01)
|
|
(0.02)
|
ENVIRO VORAXIAL TECHNOLOGY, INC. AND SUBSIDIARY
CONSOLIDATED STATEMENTS OF CHANGES IN SHAREHOLDERS' DEFICIENCY
FOR THE YEARS ENDED DECEMBER 31, 2015 AND 2014
|
|||||||||||||
Common Stock
|
Additional
Paid-In |
Accumulated
|
|||||||||||
Shares
|
Par Value
|
Capital
|
Deficit
|
Total
|
|||||||||
Balance - December 31, 2013
|
33,464,497
|
$ |
33,465
|
$
|
14,817,875
|
|
$ |
(15,513,116)
|
$
|
(661,776)
|
|||
Revaluation of stock issued for deferred compensation
|
-
|
-
|
125,354
|
-
|
125,354
|
||||||||
Stock compensation expense
|
-
|
-
|
2,985
|
-
|
2,985
|
||||||||
Net loss
|
-
|
-
|
-
|
(735,135)
|
(735,135)
|
||||||||
Balance - December 31, 2014
|
33,464,497
|
33,465
|
14,946,214
|
(16,248,251)
|
(1,268,572)
|
||||||||
Stock compensation expense
|
-
|
-
|
995
|
-
|
-
|
||||||||
Net loss
|
-
|
-
|
-
|
(275,420)
|
(275,421)
|
||||||||
Balance - December 31, 2015
|
33,464,497
|
$ |
33,465
|
$
|
14,947,209
|
$
|
(16,523,671)
|
$
|
(1,542,997)
|
CONSOLIDATED STATEMENTS OF CASH FLOWS
|
|||||
Years Ended December 31,
|
|||||
2015
|
2014
|
||||
Cash Flows From Operating Activities:
|
|||||
Net loss
|
$
|
(275,420)
|
|
$ |
(735,135)
|
Adjustments to reconcile net loss to net
|
|||||
cash provided by (used in) operating activities:
|
|||||
Inventory Impairment
|
112,409
|
16,980
|
|||
Provisions for doubtful accounts
|
--
|
60,254
|
|||
Depreciation
|
22,093
|
22,618
|
|||
Stock-based compensation
|
995
|
128,339
|
|||
Changes in assets and liabilities:
|
|||||
Accounts receivable
|
(69,378)
|
37,918
|
|||
Inventories
|
211,466
|
(219,063)
|
|||
Other Assets
|
5,825
|
(5,825) | |||
Accounts payable and accrued expenses
|
(117,193)
|
740,876
|
|||
Net cash provided by (used in) operating activities
|
(109,203)
|
46,962
|
|||
Cash Flows From Investing Activities:
|
-
|
-
|
|||
Cash Flows From Financing Activities:
|
-
|
-
|
|||
Net increase (decrease) in cash and cash equivalents
|
(109,203)
|
46,962
|
|||
Cash and cash equivalents, beginning
|
182,916
|
135,954
|
|||
Cash and cash equivalents, end of period
|
$
|
73,713
|
|
$ |
182,916
|
Supplemental Disclosure
|
|||||
Cash paid during the year for interest
|
$
|
20,018
|
|
$ |
14,743
|
Cash paid during the year for taxes
|
$
|
-
|
|
$ |
-
|
|
2015
|
2014 |
Stock options
|
13,465,000 |
13,465,000
|
Inventory as of December 31 consists of:
|
|||||
2015 | 2014 | ||||
Raw Materials
|
$ | 89,771 |
|
$ | 156,668 |
Work in Progress
|
6,464 | 227,442 | |||
Finished Goods
|
0 | 36,000 | |||
Total
|
$ | 96,235 |
|
$ | 420,110 |
Fixed assets as of December 31 consists of:
|
|||||
2015
|
2014
|
||||
Machinery and equipment
|
$
|
482,659
|
$
|
495,372
|
|
Furniture and fixtures
|
14,498
|
14,498
|
|||
Autos and Trucks
|
5,294
|
5,294
|
|||
Total
|
502,451
|
515,164
|
|||
Less: accumulated depreciation
|
(469,399)
|
(460,019)
|
|||
Fixed Assets, net
|
$ |
33,052
|
$
|
55,145
|
Significant components of accounts payable and accrued expenses at December 31, consists of:
|
||||||
2015 | 2014 | |||||
Trade payables and accrued expenses
|
$ |
274,913
|
|
$ | 406,873 | |
Customer deposits
|
249,228 | 465,290 | ||||
$ |
524,141
|
|
$ | 872,163 |
Number
|
Range of Exercise
|
Number
|
|||
Outstanding
|
Price
|
Exercisable
|
|||
Balance, December 31, 2014
|
13,465,000
|
$0.05
|
13,465,000
|
||
Issued
|
-
|
-
|
-
|
||
Expired
|
-
|
-
|
-
|
||
Balance, December 31, 2015
|
13,465,000
|
$0.01
|
13,465,000
|
Number
Outstanding December 31, 2015 |
Weighted Average
Remaining Contractual Life |
Weighted
Average Exercise Price |
Number
Exercisable at December 31, 2015 |
Weighted
Average Exercise Price |
|
13,465,000
|
8.0
|
0.01
|
13,465,000
|
$0.01
|
|
13,465,000
|
-
|
-
|
13,465,000
|
The following table summarizes information about the stock options outstanding at December 31, 2014:
|
|||||
Exercise
Price
|
Number
Outstanding at
December 31, 2014
|
Weighted Average
Remaining
Contractual Life
|
Weighted Average
Exercise Price
|
Number
Exercisable at
December 31, 2014
|
Weighted Average
Exercise Price
|
$0.05
|
13,465,000
|
8.73
|
0.05
|
13,465,000
|
$0.05
|
13,465,000
|
-
|
-
|
13,465,000
|
Future minimum lease payments for operating leases at December 31, 2015 are as follows:
|
||
2016
|
$ | 73,200 |
2017
|
73,000 | |
2018
|
61,000 | |
Thereafter
|
$ |
207,200
|
Sales
|
Accounts
|
|||
Customer
|
Amount
|
Percent
|
Receivable
|
Percent
|
A
|
$422,800
|
39%
|
−
|
−
|
B
|
$294,000
|
27%
|
−
|
−
|
C
|
$147,875
|
13%
|
−
|
−
|
D
|
$158,400
|
15%
|
$88,200
|
94%
|
December 31, | |||||
2015
|
2014 | ||||
Current Deferred benefit:
|
$ |
293,576
|
|
$ | 276,631 |
293,576
|
276,631 | ||||
Valuation allowance
|
(293,576)
|
(276,631) | |||
(Benefit) provision for income taxes, net
|
$ |
-
|
|
$ | - |
December 31,
|
|||
2015
|
2014 | ||
Combined statutory income tax rate
|
38%
|
38% | |
Valuation allowance
|
(38%)
|
(38%) | |
Effective tax rate
|
-
|
- |
December 31,
|
|||||
2015 | 2014 | ||||
Net operating loss carry-forward
|
$ |
4,585,358
|
$ |
4,291,782
|
|
Valuation allowance
|
(4,585,358) | (4,291,782) | |||
Deferred income tax asset
|
$ | - | $ |
-
|
1 Year Enviro Technologies US (QB) Chart |
1 Month Enviro Technologies US (QB) Chart |
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