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EX-31.1 - FORM 302 CERTIFICATION OF CHIEF EXECUTIVE OFFICER - ENVIRO TECHNOLOGIES, INC.ex31-1.htm
EX-31.2 - FORM 302 CERTIFICATION OF PRINCIPAL FINANCIAL OFFICER - ENVIRO TECHNOLOGIES, INC.ex31-2.htm
EX-32.1 - FORM 906 CERTIFICATION OF CHIEF EXECUTIVE OFFICER AND PRINCIPAL FINANCIAL OFFICER - ENVIRO TECHNOLOGIES, INC.ex32-1.htm

U.S. SECURITIES AND EXCHANGE COMMISSION
 
Washington, D.C. 20549
 
FORM 10-Q
 
(Mark One)
 
[ X ] QUARTERLY REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
 
For the quarterly period ended September 30, 2015
 
[   ] TRANSITION REPORT UNDER SECTION 13 OR 15(d) OF THE EXCHANGE ACT
 
For the transition period from _____________ to ______________
 
Commission File Number: 0-27445
 
Enviro Voraxial Technology, Inc.
(Exact name of Small Business Issuer as specified in its Charter)
 
 IDAHO     82-0266517
   (State or other jurisdiction of     (I.R.S. Employer
  incorporation or organization)        Identification No.)
                                                                                                                                                                                                          
821 NW 57th Place, Fort Lauderdale, Florida 33309
(Address of principal executive offices)
 
(954) 958-9968
(Issuer's telephone number)
 
_______________________________________________________________________
(Former Name, former address and former fiscal year, if changed since last Report.)
 
Check mark whether the Issuer (1) has filed all reports  required to be filed by Section 13 or 15 (d) of the  Securities  Exchange Act of 1934 during the past 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing  requirements for the past 90 days.  Yes  x   No  £
 
Indicate by check mark whether the registrant has submitted electronically and posted on its corporate web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T during the preceding 12 months (or such shorter period that the registrant was required to submit and post such files).  Yes  x   No  £
 
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company.  See the definitions of “large accelerated filer,” “accelerated filer” and “smaller reporting company” in Rule 12b-2 of the Exchange Act.
 
Large accelerated filer £                                                                                                Accelerated filer £
 
Non-accelerated filer   £  (Do not check if a smaller reporting company)        Smaller reporting company x

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act).  Yes £   No x

APPLICABLE ONLY TO CORPORATE ISSUERS
 
State the number of shares outstanding of each of the issuer's classes of common equity, as of the latest practicable date: November 13, 2015, we had 33,464,497 shares of our Common Stock outstanding.
 
 

 
INDEX
 
PART I. CONSOLIDATED FINANCIAL INFORMATION
3
   
Item 1.
Financial Statements.
3
 
Condensed Consolidated Balance Sheets
3
 
Condensed Consolidated Statements of Operations
4
     Condensed Consolidated Statements of Changes in Shareholders’ Deficit 5
 
Condensed Consolidated Statements of Cash Flows
6
 
   Notes to Condensed Consolidated Financial Statements
7
Item 2.
Management's Discussion and Analysis of Financial Condition and Results of Operations
14
Item 3.
Quantitative and Qualitative Disclosures About Market Risk
17
Item 4.
Controls and Procedures
17
   
PART II. OTHER INFORMATION
19
   
Item 1.
Legal Proceedings
19
Item 1A.
Risk Factors
19
Item 2.
Unregistered Sales of Equity Securities and Use of Proceeds 19
Item 3.
Defaults Upon Senior Securities
19
Item 4.
Mine Safety Disclosure
19
Item 5.
Other Information
19
Item 6.
Exhibits
19
     
Signatures
20

 
 
 
 
 
 
 
 
 

 
 
 
 
 
2

 
 
PART I.
CONSOLIDATED FINANCIAL INFORMATION
 
Item 1.  
Financial Statements.

ENVIRO VORAXIAL TECHNOLOGY, INC. AND SUBSIDIARY
CONDENSED CONSOLIDATED BALANCE SHEETS

   
September 30,
2015
 
December 31,
2014
   
(unaudited)
   
ASSETS
   
             
CURRENT ASSETS:
           
Cash and cash equivalents
 
$
153,526
 
$
182,916
Accounts receivable
   
41,478
   
   24,900
Inventory, net
   
377,956
   
 420,110
Prepaid expense
   
5,825
   
 5,825
             
Total current assets
   
578,785
   
633,751
             
FIXED ASSETS, NET
   
38,401
   
55,145
             
OTHER ASSETS
   
10,026
   
10,026
             
Total assets
 
$
627,212
 
$
 698,922
             
LIABILITIES AND SHAREHOLDERS' DEFICIT
   
             
CURRENT LIABILITIES:
           
Accounts payable and accrued expenses
 
$
271,056
 
$
406,873
Accrued Expenses – related party
   
1,254,511
   
1,095,331
Deposits
   
627,890
   
465,290
             
Total liabilities
   
2,153,457
   
   1,967,494
             
COMMITMENTS AND CONTINGENCIES (See Note F)
   
  -
   
 -
             
SHAREHOLDERS' DEFICIT :
           
Common stock, $.001 par value, 42,750,000 shares authorized;
33,464,497 and 33,464,497 shares issued and outstanding as of
September 30, 2015 and December 31, 2014
 
33,465
   
33,465
Additional paid-in capital
   
14,947,209
   
14,946,214
             
Accumulated deficit
   
(16,506,919)
   
(16,248,251)
             
Total shareholders' deficit
   
 (1,526,245)
   
    (1,268,572)
             
Total liabilities and shareholders' deficit
 
$
 627,212
 
$
 698,922

The accompanying notes are an integral part of the condensed consolidated unaudited financial statements.
 
 
3

 
ENVIRO VORAXIAL TECHNOLOGY, INC. AND SUBSIDIARY
CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS
(Unaudited)


   
Three Months Ended
September 30,
 
Nine months Ended
September 30,
   
2015
 
2014
 
2015
 
2014
                 
                 
Revenues, net
$        59,972
 
$      25,150
 
$    613,846
 
$    511,757
                 
Cost of goods sold
 
   3,469
 
   2,550
 
155,603
 
140,762
                 
Gross profit
 
   56,503
 
   22,600
 
458,243
 
370,995
                 
Costs and expenses:
               
General and administrative
 
64,311
 
206,716
 
305,928
 
394,799
Consulting expense
 
5,755
 
-
 
6,750
 
5,714
Payroll expense
 
157,125
 
138,046
 
389,730
 
403,538
                 
Total costs and expenses
 
   227,191
 
   344,762
 
702,408
 
804,051
                 
Loss from operations
 
(170,688)
 
(322,162)
 
(244,165)
 
(433,056)
                 
Other expenses:
               
Interest expense
 
(5,452)
 
(3,610)
 
(14,503)
 
(10,898)
                 
Total other expense
 
(5,452)
 
(3,610)
 
(14,503)
 
(10,898)
                 
Net (Loss) before provisions for
income taxes
 
(176,140)
 
(325,772)
 
(258,668)
 
(443,954)
 
Provisions for income taxes
 
-
 
-
 
-
 
-
NET (LOSS)
 
$    (176,140)
 
$   (325,772)
 
$  (258,668)
 
$  (443,954)
                 
Weighted average number of common
shares outstanding - basic and diluted
 
33,464,497
 
33,464,497
 
33,464,497
 
33,464,497
 
(loss) per common share - basic and diluted
 
$     (0.01)
 
$    (0.01)
 
$        (0.01)
 
$       (0.01)


The accompanying notes are an integral part of the condensed consolidated unaudited financial statements.
 
 
4

 
ENVIRO VORAXIAL TECHNOLOGY, INC. AND SUBSIDIARY
CONDENSED CONSOLIDATED STATEMENTS OF CHANGES IN SHAREHOLDERS’ DEFICIT
FOR THE NINE MONTHS ENDED SEPTEMBER 30, 2015
(Unaudited)


 
Common Stock
 
Additional
Paid-in
   
Accumulated
     
 
Shares
 
Amount
 
Capital
   
Deficit
 
Total
                             
                             
Balance - December 31, 2014
33,464,497
 
$
 33,465
 
$
14,946,214
   
$
(16,248,251)
 
$
(1,268,572)
                             
Options issued to employees
-
   
-
   
 995
     
-
   
 995
Net loss
-
   
-
   
-
     
(258,668)
   
(258,668)
                             
Balance - September 30, 2015
33,464,497
 
$
 33,465
 
$
14,947,209
   
$
(16,506,919)
 
$
(1,526,245)
                             


 
 
 
 
 
 
The accompanying notes are an integral part of the condensed consolidated unaudited financial statements.
 
 
5

 
ENVIRO VORAXIAL TECHNOLOGY, INC. AND SUBSIDIARY
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
(Unaudited)
 

 
   
    Nine months Ended September 30,
   
2015
 
2014
         
Cash Flows From Operating Activities:
       
Net loss
 
 $   (258,668)
 
 $   (443,954)
Adjustments to reconcile net loss to net
       
cash provided by (used in)operating activities:
       
 Depreciation
 
 16,744
 
 16,963
 Stock Compensation and option expense
 
995
 
131,068
Changes in assets and liabilities:
       
Accounts receivable
 
   (16,578)
 
   37,919
Inventory
 
     42,154
 
     (21,492)
Prepaid expense
 
      -
 
      (5,825)
Accounts payable and accrued expenses
 
   26,783
 
   203,876
Accrued expenses – related party
 
   159,180
 
   205,712
         
Net cash provided by (used in) operating activities
(29,390)
 
124,267
         
Cash Flows From Investing  Activities:
 
-
 
-
         
Cash Flows From Financing Activities:
 
-
 
-
         
Net increase (decrease) in cash and cash equivalents
 
(29,390)
 
124,267
         
Cash and cash equivalents, beginning of period
 
182,916
 
135,954
         
Cash and cash equivalents, end of period
 
 $   153,526
 
 $    260,221
         
Supplemental Disclosures
       
         
Cash paid during the period for interest
 
 $      14,503
 
 $      10,898
Cash paid during the period for taxes
 
$               -
 
$               -
         

The accompanying notes are an integral part of the condensed consolidated unaudited financial statements.
 
 
6

 
ENVIRO VORAXIAL TECHNOLOGY, INC.
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
SEPTEMBER 30, 2015 (UNAUDITED)

NOTE A - ORGANIZATION AND OPERATIONS

ORGANIZATION

Enviro Voraxial Technology, Inc., an Idaho corporation (the “Company”), is a provider of environmental and industrial separation technology. The Company has developed, and now manufactures and sells its patented technology, the Voraxial® Separator, a technology that efficiently separates liquid/liquid, liquid/solid or liquid/liquid/solid fluid streams with distinct specific gravities. Current and potential commercial applications and markets include oil exploration and production, oil refineries, oil spill, mining, manufacturing, waste-to-energy and food processing industry.

Florida Precision Aerospace, Inc., a Florida corporation (“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 recurring net losses and a working capital deficiency as of September 30, 2015. There is no assurance that the Company's sales and marketing efforts will be successful enough to achieve a level of revenue sufficient to provide cash inflows to sustain operations; however, the Company continues to experience customer interest and forecast revenues to increase in 2015. While the Company anticipates increase in sales of the Voraxial Separator during 2015, the Company may continue to require the infusion of capital until operations become profitable. As a result of the above, there is a substantial doubt about our ability to continue as a going concern and the accompanying condensed unaudited consolidated financial statements have been prepared assuming that the Company will continue as a going concern. The consolidated financial statements do not include any adjustments that might result from the outcome of this uncertainty.

NOTE C - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

INTERIM FINANCIAL STATEMENTS

The interim financial statements presented herein have been prepared pursuant to the rules and regulations of the Securities and Exchange Commission (“SEC”). Certain information and footnote disclosures normally included in financial statements prepared in accordance with accounting principles generally accepted in the United States of America have been condensed or omitted pursuant to such rules and regulations. The interim financial statements should be read in conjunction with the company’s annual financial statements, notes and accounting policies included in the company’s annual report on form 10-K for the year ended December 31, 2014, as filed with the sec. In the opinion of management, all adjustments, which are necessary to provide a fair presentation of financial position as of September 30, 2015, and the related operating results and cash flows for the interim period presented, have been made. The results of operations, for the period presented are not necessarily indicative of the results to be expected for the year.

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.

 
7

ENVIRO VORAXIAL TECHNOLOGY, INC.
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
SEPTEMBER 30, 2015 (UNAUDITED)
 
ESTIMATES

The preparation of consolidated financial statements in conformity with accounting principles generally accepted in the United States of America requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosures of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenue and expenses during the reporting period. Actual results may differ.  Significant estimates include allowance for doubtful accounts, deferred tax asset, allowance for inventory obsolescence and valuation of stock-based compensation.

REVENUE RECOGNITION

The Company derives its revenue from the sale and short-term rental of the Voraxial Separator. The Company presents revenue in accordance with FASB new codification of “Revenue Recognition in Financial Statements”. Under Revenue Recognition in Financial Statements, revenue is realized when persuasive evidence of an arrangement exists, delivery has occurred, the price is fixed or determinable and collectability is reasonably assured.

Revenues that are generated from sales of equipment are typically recognized upon shipment. Our standard agreements generally do not include customer acceptance or post shipment installation provisions. However, if such provisions have been included or there is an uncertainty about customer order, revenue is deferred until we have evidence of customer order and all terms of the agreement have been complied with. As of September 30, 2015 and December 31, 2014, there was $627,890 and $465,290, respectively, of deposits from customers.

The Company recognizes revenue from the short term rental of equipment, ratably over the life of the agreement, which is usually one to twelve months.

FAIR VALUE OF INSTRUMENTS

The carrying amounts of the Company's financial instruments, including cash and cash equivalents, inventory, accounts payable and accrued expenses at September 30, 2015 and December 31, 2014, approximate their fair value because of their relatively short-term nature.

“Disclosures about Fair Value of Financial Instruments,” requires disclosures of information regarding the fair value of certain financial instruments for which it is practicable to estimate the value. For purpose of this disclosure, the fair value of a financial instrument is the amount at which the instrument could be exchanged in a current transaction between willing parties, other than in a forced sale of liquidation.

The company accounts for certain assets and liabilities at fair value. The hierarchy below lists three levels of fair value based on the extent to which inputs used in measuring fair value is observable in the market. We categorize each of our fair value measurements in one of these three levels based on the lowest level input that is significant to the fair value measurement in its entirety. These levels are:
Level 1—inputs are based upon unadjusted quoted prices for identical instruments traded in active markets. We have no Level 1 instruments as of September 30, 2015 and December 31, 2014.

Level 2—inputs are based upon quoted prices for similar instruments in active markets, quoted prices for identical or similar instruments in markets that are not active, and model-based valuation techniques (e.g. the Black-Scholes model) for which all significant inputs are observable in the market or can be corroborated by observable market data for substantially the full term of the assets or liabilities. Where
 
 
 
8

 
ENVIRO VORAXIAL TECHNOLOGY, INC.
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
SEPTEMBER 30, 2015 (UNAUDITED)
 
 
applicable, these models project future cash flows and discount the future amounts to a present value using market-based observable inputs including interest rate curves, foreign exchange rates, and forward and spot prices for currencies and commodities. We have no Level 2 instruments as of September 30, 2015 and December 31, 2014.

Level 3—inputs are generally unobservable and typically reflect management’s estimates of assumptions that market participants would use in pricing the asset or liability. The fair values are therefore determined using model-based techniques, including option pricing models and discounted cash flow models. We have no Level 3 instruments as of September 30, 2015 and December 31, 2014.

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 (“FDIC”) limits.  As of September 30, 2015 and December 31, 2014, balances did not exceed the FIDC limits.

INVENTORY

Inventory consists of components for the Voraxial Separator and is priced at lower of cost or market. Inventory may include units being rented on a short term basis or components held by third parties in connection with pilot programs as part of the continuing evaluation by such third parties as to the effectiveness and usefulness of the service to be incorporated into their respective operations. The third parties do not have a contractual obligation to purchase the equipment. The Company maintains the title and risk of loss. Therefore, these units are included in the inventory of the Company. As of September 30, 2015 and December 31, 2014;

 
September 30, 2015
 
December 31, 2014
Raw materials
$
201,554
 
$
156,668
Work in process
 
-
   
227,442
Finished goods
 
176,402
   
36,000
  Total
$
377,956
 
$
420,110

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

In accordance with the accounting guidance now codified as FASB ASC Topic 260, “Earnings per Share” basic earnings (loss) per share is computed by dividing net income (loss) by weighted average number of shares of common stock outstanding during each period.  Diluted earnings (loss) per share is computed by dividing net income (loss) by the weighted average number of shares of common stock, common stock equivalents and potentially dilutive securities outstanding during the period.

 
9

 
ENVIRO VORAXIAL TECHNOLOGY, INC.
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
SEPTEMBER 30, 2015 (UNAUDITED)
 
 
Since the Company reflected a net loss for the nine months ended September 30, 2015 and 2014, the effect of 13,465,000 and 13,465,000 options, respectively, is anti-dilutive.  A separate computation of diluted earnings (loss) per share is not presented.

Income Taxes

The Company accounts for income taxes under FASB Codification Topic 740-10-25 (“ASC 740-10-25”). Under ASC 740-10-25, deferred tax assets and liabilities are recognized for the future tax consequences attributable to differences between the financial statement carrying amounts of existing assets and liabilities and their respective tax bases.  Deferred tax assets and liabilities are measured using enacted tax rates expected to apply to taxable income in the years in which those temporary differences are expected to be recovered or settled.  Under ASC 740-10-25, the effect on deferred tax assets and liabilities of a change in tax rates is recognized in income in the period that includes the enactment date.

Business Segments
 
The Company operates in one segment and therefore segment information is not presented.

RESEARCH AND DEVELOPMENT EXPENSES

Research and development costs, which includes 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.

STOCK-BASED COMPENSATION

The Company adopted ASC Topic 718 formerly Statement of Financial Account Standard (SFAS) No. 123(R) effective January 1, 2006. This statement requires compensation expense relating to share-based payments to be recognized in net income using a fair-value measurement method. Under the fair value method, the estimated fair value of awards is charged to income on a straight-line basis over the requisite service period, which is generally the vesting period.

Reclassifications

Certain amounts from prior periods have been reclassified to conform to the current period presentation.  These reclassifications had no impact on the Company’s net loss or cashflows.

RECENT ACCOUNTING PRONOUNCEMENTS

Recent accounting pronouncements issued by the FASB, the AICPA and the SEC, did not, or are not believed by management, to have a material impact on the Company’s present or future financial statements, except as follows:

In August 2014, the FASB issued Accounting Standards Update “ASU” 2014-15 on  “Presentation of Financial Statements Going Concern (Subtopic 205-40) – Disclosure of Uncertainties about an Entity’s Ability to Continue as a Going Concern”.  Currently, there is no guidance in U.S. GAAP about management’s responsibility to evaluate whether there is substantial doubt about an entity’s ability to
 
 
 
10

ENVIRO VORAXIAL TECHNOLOGY, INC.
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
SEPTEMBER 30, 2015 (UNAUDITED)
 
 
 
continue as a going concern or to provide related footnote disclosures. The amendments in this Update provide that guidance. In doing so, the amendments are intended to reduce diversity in the timing and content of footnote disclosures. The amendments require management to assess an entity’s ability to continue as a going concern by incorporating and expanding upon certain principles that are currently in U.S. auditing standards. Specifically, the amendments (1) provide a definition of the term substantial doubt, (2) require an evaluation every reporting period including interim periods, (3) provide principles for considering the mitigating effect of management’s plans, (4) require certain disclosures when substantial doubt is alleviated as a result of consideration of management’s plans, (5) require an express statement and other disclosures when substantial doubt is not alleviated, and (6) require an assessment for a period of one year after the date that the financial statements are issued (or available to be issued).

The amendments in this Update are effective for public and nonpublic entities for annual periods ending after December 15, 2016. Early adoption is permitted.

In April 2015, FASB issued Accounting Standards Update (“ASU”) No. 2015-03, “Interest – Imputation of Interest (Subtopic 835-30): Simplifying the Presentation of Debt Issuance Costs”, is to simplify presentation of debt issuance costs by requiring that debt issuance costs related to a recognized debt liability be presented in the balance sheet as a direct deduction from the carrying amount of that debt liability, consistent with debt discounts. The ASU does not affect the recognition and measurement guidance for debt issuance costs. For public companies, the ASU is effective for financial statements issued for fiscal years beginning after December 15, 2015, and interim periods within those fiscal years. Early application is permitted. We are currently reviewing the provisions of this ASU to determine if there will be any impact on our results of operations, cash flows or financial condition.

In August 2015, FASB issued Accounting Standards Update (“ASU”) No.2015-14, “Revenue from Contracts with Customers (Topic 606): Deferral of the Effective Date” defers the effective date ASU No. 2014-09 for all entities by one year. Public business entities, certain not-for-profit entities, and certain employee benefit plans should apply the guidance in Update 2014-09 to annual reporting periods beginning after December 15, 2017, including interim reporting periods within that reporting period. Earlier application is permitted only as of annual reporting periods beginning after December 15, 2016, including interim reporting periods within that reporting period. All other entities should apply the guidance in Update 2014-09 to annual reporting periods beginning after December 15, 2018, and interim reporting periods within annual reporting periods beginning after December 15, 2019. All other entities may apply the guidance in ASU No. 2014-09 earlier as of an annual reporting period beginning after December 15, 2016, including interim reporting periods within that reporting period. All other entities also may apply the guidance in Update 2014-09 earlier as of an annual reporting period beginning after December 15, 2016, and interim reporting periods within annual reporting periods beginning one year after the annual reporting period in which the entity first applies the guidance in ASU No. 2014-09. We are currently reviewing the provisions of this ASU to determine if there will be any impact on our results of operations, cash flows or financial condition.
 


 


 
 
11

 
ENVIRO VORAXIAL TECHNOLOGY, INC.
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
SEPTEMBER 30, 2015 (UNAUDITED)


All other newly issued accounting pronouncements, but not yet effective, have been deemed either immaterial or not applicable.

NOTE D - RELATED PARTY TRANSACTIONS

For the nine months ended September 30, 2015, the Company incurred salary expenses from the Chief Executive Officer of the Company of $208,950. Of these amounts, $49,770 has been paid for the nine months ended September 30, 2015. The total unpaid balance as of September 30, 2015 is $1,254,511 and is included in accrued expenses – related party. For the nine months ended September 30, 2014, the Company incurred salary expenses from the Chief Executive Officer of the Company of $208,950. Of these amounts, $42,800 was paid for the nine months ended September 30, 2014.

NOTE E - CAPITAL TRANSACTIONS

WARRANTS AND STOCK OPTIONS

The Company follows the provisions of ASC Topic 718, “Compensation – Stock Compensation.” ASC Topic 718 establishes standards surrounding the accounting for transactions in which an entity exchanges its equity instruments for goods or services. ASC Topic 718 focuses primarily on accounting for transactions in which an entity obtains employee services in share-based payment transactions. 

The Black-Scholes option-pricing model was developed for use in estimating the fair value of traded options, which have no vesting restrictions and are fully transferable. In addition, option valuation models require the input of highly subjective assumptions including the expected stock price volatility. Because the Company’s stock options and warrants have characteristics different from those of its traded stock, and because changes in the subjective input assumptions can materially affect the fair value estimate, in management’s opinion, the existing models do not necessarily provide a reliable single measure of the fair value of such stock options. The risk free interest rate is based upon quoted market yields for United States Treasury debt securities with a term similar to the expected term. The expected dividend yield is based upon the Company’s history of having never issued a dividend and management’s current expectation of future action surrounding dividends. Expected volatility was based on historical data for the trading of our stock on the open market. The expected lives for such grants were based on the simplified method for employees and officers.

Information with respect to options outstanding and exercisable at September 30, 2015 is as follows:

 
Number
Outstanding
Exercise
Price
Number
Exercisable
Balance, December 31, 2014
13,465,000
$0.05
13,465,000
Issued
-
-
-
Expired
-
-
-
Forfeited
-
-
-
Balance, September 30, 2015
13,465,000
$0.05
13,465,000
 
 

 
 
12

 
ENVIRO VORAXIAL TECHNOLOGY, INC.
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
SEPTEMBER 30, 2015 (UNAUDITED)
 
 
The following table summarizes information about the stock options outstanding at September 30, 2015:

Exercise
Price
Number Outstanding at September 30, 2015
Weighted Average Remaining Contractual Life
Weighted Average
Exercise Price
Number Exercisable
at September 30, 2015
Weighted Average
Exercise Price
0.05
13,465,000
8.13
0.05
13,465,000
0.05
Total
13,465,000
-
-
13,465,000
-

The following table summarizes information about the stock options outstanding at December 31, 2014:

Exercise
Price
Number
Outstanding
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
8.91
 
0.05
13,465,000
$0.05
Total
13,465,000
-
 
-
13,465,000
 

NOTE F – COMMITMENTS AND CONTINGENCIES

LITIGATION

On or about November 17, 2011, a claim was filed in the Broward County Circuit Court in Fort Lauderdale, Florida against the company by Raw Energy Tech, LLC. The plaintiff alleges breach of an oral contract between the parties for the alleged design, fabrication and construction of a prototype power pack. Amount of damages sought are approximately $58,000. We have moved to dismiss the complaint and intend to vigorously defend this action as we believe this claim is without merit. We have accrued an amount in the financial statements to cover our legal expenses as of September 30, 2015.

NOTE G – MAJOR CUSTOMERS

During the nine months ended September 30, 2015, we recorded 58% and 30% of our revenue from two customers.

During the nine months ended September 30, 2014, we recorded 70% of our revenue from Customer A, and 18% from Customer B. As of September 30, 2014, 54% of our accounts receivable was due from Customer D, and 37% was due from customer E.
 
 
 

 


 
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Item 2.  
Management's Discussion and Analysis of Financial Condition and Results of Operations

FORWARD-LOOKING STATEMENTS

The following discussion of the financial condition and results of operations should be read in conjunction with our consolidated financial statements and related notes thereto. The following discussion contains forward-looking statements.  Enviro Voraxial Technology, Inc. is referred to herein as “the Company”, “we” or “our.”  The words or phrases “would be,” “will allow,” “intends to,” “will likely result,” “are expected to,” “will continue,” “is anticipated,” “estimate,” “project,” or similar expressions are intended to identify “forward-looking statements”. Such statements include those concerning our expected financial performance, our corporate strategy and operational plans.  Actual results could differ materially from those projected in the forward-looking statements as a result of a number of risks and uncertainties.  Statements made herein are as of the date of the filing of this Form 10-Q with the Securities and Exchange Commission and should not be relied upon as of any subsequent date. Unless otherwise required by applicable law, we do not undertake, and we specifically disclaim any obligation, to update any forward-looking statements to reflect occurrences, developments, unanticipated events or circumstances after the date of such statement.

APPLICATION OF CRITICAL ACCOUNTING POLICIES

The Company’s consolidated condensed financial statements have been prepared in accordance with accounting principles generally accepted in the United States of America.  Certain accounting policies have a significant impact on amounts reported in the financial statements.  A summary of these significant accounting policies can be found in Note C to the Company’s financial statements in the Company’s 2014 Annual Report on Form 10-K.  The Company has not adopted any significant new policies during the quarter ended September 30, 2015.

Among the significant judgments made in preparation of the Company’s financial statements are the determination of the allowance for doubtful accounts, value of equity instruments and adjustments of inventory valuations. These adjustments are made each quarter in the ordinary course of accounting.

Overview

Enviro Voraxial Technology, Inc. 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. We believe we are emerging as a potential leader in the rapidly growing environmental and industrial separation industries.  The Company has developed, manufactures and sells its patented Voraxial® Separator (“Voraxial® Separator” or “Voraxial®”), 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 effective and energy efficient machine than any comparable product on the market today. Management believes the Voraxial fills a void in the market; specifically a real-time separation device that separates a large volume of liquids with a small footprints and without the need of a pressure drop. We believe the need for such a separation device overlaps many markets.

The Voraxial is capable of processing volumes as low as 3 gallons per minute as well as volumes over 5,000 gallons per minute with only one moving part. The Company believes that the Voraxial®
 
 
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technology can help protect the environment and its natural resources while simultaneously making numerous industries more productive and cost effective.

Results of Operations for the Three Months ended September 30, 2015 and 2014:

REVENUE

Our revenues increased by $34,822 or approximately 138% to $59,972 for the three months ended September 30, 2015 as compared to $25,150 for the three months ended September 30, 2014.  The Company believes the increase in revenues reflects both a growing demand  of our Voraxial Separators and a fluctuation in models sold.  The Company has a backlog of orders it is projected to complete during the fourth quarter of 2015 valuing over $700,000. The Company continues to negotiate with potential customers and we believe there is a continued demand for our Voraxial Separators in the treatment and removal of contaminants from wastewater in markets that include oil exploration and production, mining, oil spill, among others.  The Company anticipates achieving greater revenue growth in 2015 than in 2014.  We continue to believe the markets for the Voraxial® Separator are developing as companies with high volume water separation problems are becoming aware of the Voraxial.

The Company is currently working on numerous opportunities with customers that include refinery, FPSO, produced water, frac water and manufacturing applications. We believe some of these opportunities will result in purchase orders in the four quarter of 2015 and fiscal year 2016.  The projects include the Voraxial 2000 Separator, Voraxial 4000 Separator, Voraxial 8000 and multiple versions of the Voraxial Separator Skid. We are in discussions to sign representative agreements to promote the Voraxial within the oil and gas industry. The Company continues to focus on its sales and marketing program for the Voraxial Separator and management believes such efforts will result in increasing revenues in the fourth quarter of 2015 and fiscal year 2016.

COST OF GOODS

Our cost of goods increased by $919 or approximately 36% to $3,469 for the three months ended September 30, 2015 as compared to $2,550 for the three months ended September 30, 2014. This increase is primarily due to the different models shipped during the three months ended September 30, 2015. Our cost of goods continues to be reviewed by management in an effort to obtain the best available pricing while maintaining high quality standards.

COSTS AND EXPENSES

General and Administrative (“G&A”) expenses decreased by $142,405 or approximately 69% to $64,311 for the three months ended September 30, 2015 from $206,716 for the three months ended September 30, 2014. Our G&A decreased for the three month period ended September 30, 2015 as compared to the three month period ended September 30, 2014 primarily due to a one-time accounting charge during the three month period ended September 30, 2014, for the repricing of common stock options of $125,354. The decrease was partially offset by an increase in sales expense during the three months ended September 30, 2015.

Our total costs and expense decreased by $117,571 or 34% to $227,191 for the three months ended September 30, 2015 from $344,762 for the three months ended September 30, 2014. The decrease is mainly due to $142,405 decrease in general and administrative expense.

 
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Results of Operations for the Nine Months ended September 30, 2015 and 2014:

REVENUE

Our revenues increased by 20% to $613,846 for the nine months ended September 30, 2015 as compared to $511,757 for the nine months ended September 30, 2014. The Company believes the increase in revenues reflects both a growing demand of our Voraxial Separators and a fluctuation in models sold.  The Company has a backlog of orders it is projected to complete during the fourth quarter of 2015 valuing over $700,000.  The Company continues to negotiate with potential customers and we believe there is a continued demand for our Voraxial Separators in the treatment and removal of contaminants from wastewater in markets that include oil exploration and production, mining, oil spill, among others.  The Company anticipates achieving greater revenue growth in 2015 than in 2014.  We continue to believe the markets for the Voraxial® Separator are developing as companies with high volume water separation problems are becoming aware of the Voraxial.

The Company is currently working on numerous opportunities with customers that include refinery, FPSO, produced water, frac water and manufacturing applications. We believe some of these opportunities will result in purchase orders in the four quarter of 2015 and fiscal year 2016.  The projects include the Voraxial 2000 Separator, Voraxial 4000 Separator, Voraxial 8000 and multiple versions of the Voraxial Separator Skid. We are in discussions to sign representative agreements to promote the Voraxial within the oil and gas industry. The Company continues to focus on its sales and marketing program for the Voraxial Separator and management believes such efforts will result in increasing revenues in the fourth quarter of 2015 and fiscal year 2016.

COST OF GOODS

Our cost of goods increased to $155,603 for the nine months ended September 30, 2015 as compared to $140,762 for the nine months ended September 30, 2014.  This increase is primarily due to the increase in sales and the different models sold during the nine months ended September 30, 2015.  Our cost of goods continues to be reviewed by management to guarantee the best available pricing while maintaining high quality standards.

COSTS AND EXPENSES

General and administrative expenses, in combination with stock based compensation, decreased by $88,871 or approximately 22% to $305,928 for the nine months ended September 30, 2015 from $394,799 for the nine months ended September 30, 2014.  Our G&A decreased for the nine month period ended September 30, 2015 as compared to the nine month period ended September 30, 2014 primarily due to a one-time accounting charge for repricing of common stock options during 2014.
 
Liquidity and Capital Resources:

Cash at September 30, 2015 was $153,526. Working capital deficit at September 30, 2015 was $1,574,672 as compared to working capital deficit at December 31, 2014 of $1,333,743.

At September 30, 2015, the Company had a shareholders' deficit of $1,526,245. We experienced negative cash flow for the nine months ended September 30, 2015 and anticipate continuing negative cash flow from the Voraxial Separator for the year ended December 31, 2015. To the extent such revenues and corresponding cash flows continue, we will require infusion of capital to sustain our operations.  We cannot be assured that we will generate revenues that will be self-sustaining. The Company has funded working capital requirements and intends, if necessary, to fund current working
 
 
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capital requirements through third party financing, including the private placement of securities. We cannot provide any assurances that required capital will be obtained or that terms of such required capital may be acceptable to us.  If the Company is unable to obtain adequate financing, it may reduce its operating activities until sufficient funding is secured or revenues are generated to support operating activities.

CONTINUING LOSSES

We may be unable to continue as a going concern, given our limited operations and revenues and our significant losses to date. Since 2001, we have encountered expenses in the development of our Voraxial Separators and have had limited sales income from this development. Consequently, our working capital may not be sufficient and our operating costs may exceed those experienced in our prior years. Therefore, 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. However, we believe that the exposure received in the past year for the Voraxial Separator has positioned the Company to begin generating sales and supply us with sufficient working capital.
 
As a result of the above, the accompanying condensed consolidated financial statements have been prepared assuming that the Company will continue as a going concern. There is substantial doubt about the entities ability to continue for a period of 12 months. The condensed consolidated financial statements do not include any adjustments that might result from the outcome of this uncertainty.

Recent Accounting Pronouncements

For a discussion of new accounting pronouncements affecting the Company, refer to Note C to the Consolidated Financial Statements.

Item 3.  
Quantitative and Qualitative Disclosures About Market Risk

Not applicable to smaller reporting company.

Item 4.  
Controls and Procedures

EVALUATION OF DISCLOSURE CONTROLS AND PROCEDURES

We maintain disclosure controls and procedures (as defined in Rules 13a-15(e) and 15d-15(e) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”) that are designed to be effective in providing reasonable assurance that information required to be disclosed in our reports under the Exchange Act is recorded, processed, summarized and reported within the time periods specified in the rules and forms of the SEC, and that such information is accumulated and communicated to our management to allow timely decisions regarding required disclosure.

The Company’s management, under the supervision and with the participation of the Company's Chief Executive Officer and Chief Financial (and principal accounting) Officer, carried out an evaluation of the effectiveness of the design and operation of the Company's disclosure controls and procedures (as defined in Rule 13a-15(e) and 15d-15(e) of the Exchange Act) as of September 30, 2015.  Based upon that evaluation and the identification of the material weakness in the Company’s internal control over financial reporting as described below under “Management’s Report on Internal Control over Financial
 
 
 
17

 
Reporting,” the Chief Executive Officer and Chief Financial Officer concluded that the Company’s disclosure controls and procedures were ineffective as of the end of the period covered by this report.

Management is responsible for establishing and maintaining adequate internal control over financial reporting of the Company. Management, with the participation of our principal executive officer and principal financial officer, has evaluated the effectiveness of our internal control over financial reporting as of September 30, 2015 based on the criteria established in Internal Control - Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission. Based on this evaluation, the Chief Executive Officer and Chief Financial Officer concluded that, as of September 30, 2015, our internal control over financial reporting is not effective in providing reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with U.S. generally accepted accounting principles because of the Company’s limited resources, lack of qualified accounting personnel and limited number of employees. To mitigate the current limited resources and limited employees, we rely heavily on direct management oversight of transactions, along with the use of legal and accounting professionals.  As we grow, we expect to increase our number of employees, which will enable us to implement adequate segregation of duties within the internal control framework.

Limitations on Effectiveness of Controls and Procedures

Our management, including our Chief Executive Officer and Chief Financial Officer, does not expect that our disclosure controls and procedures or our internal controls will prevent all errors and all fraud. A control system, no matter how well conceived and operated, can provide only reasonable, not absolute, assurance that the objectives of the control system are met. Further, the design of a control system must reflect the fact that there are resource constraints and the benefits of controls must be considered relative to their costs. Because of the inherent limitations in all control systems, no evaluation of controls can provide absolute assurance that all control issues and instances of fraud, if any, within the Company have been detected. These inherent limitations include, but are not limited to, the realities that judgments in decision-making can be faulty and that breakdowns can occur because of simple error or mistake. Additionally, controls can be circumvented by the individual acts of some persons, by collusion of two or more people, or by management override of the control. The design of any system of controls also is based in part upon certain assumptions about the likelihood of future events and there can be no assurance that any design will succeed in achieving its stated goals under all potential future conditions. Over time, controls may become inadequate because of changes in conditions, or the degree of compliance with the policies or procedures may deteriorate. Because of the inherent limitations in a cost-effective control system, misstatements due to error or fraud may occur and not be detected.

Changes in Internal Control over Financial Reporting

There were no changes to our internal control over financial reporting (as defined in Rules 13a-15(f) and 15d-15(f) under the Exchange Act) that occurred during the period covered by this report that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.
 
 
 
 
18

 

PART II.
OTHER INFORMATION
 
Item 1.  
Legal Proceedings

None.

Item 1A.  
Risk Factors

Smaller reporting companies are not required to provide the information required by this item.

Item 2.  
Unregistered Sales of Equity Securities and Use of Proceeds

During the period covered by this report the Company did not issued any unregistered equity securities.

Item 3.  
Defaults Upon Senior Securities

None.

Item 4.  
Mine Safety Disclosure

None.

Item 5.  
Other Information

None.

Item 6.  
Exhibits

Exhibits required by Item 601 of Regulation S-K

31.1
Form 302 Certification of Chief Executive Officer
31.2
Form 302 Certification of Principal Financial Officer
32.1
Form 906 Certification of Chief Executive Officer and Principal Financial Officer
101.INS
XBRL Instance Document*
101.SCH
XBRL Taxonomy Extension Schema Document*
101.CAL
XBRL Taxonomy Extension 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*

* Attached as Exhibit 101 to this report are the following financial statements from the Company’s Quarterly Report on Form 10-Q for the quarter ended September 30, 2015 formatted in XBRL (eXtensible Business Reporting Language): (i) the Condensed Consolidated Balance Sheets, (ii) the Condensed Consolidated Statements of Operations and Comprehensive Income (Loss), (iii) the Condensed Consolidated Statements of Cash Flows, and (iv) related notes to these financial statements tagged as blocks of text.

 
 
19

 
SIGNATURE
 
Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned as a duly authorized officer of the Registrant.

Enviro Voraxial Technology, Inc.

By:   /s/ John A. Di Bella                                                      
John A. Di Bella
Chief Executive Officer and
Principal Financial Officer

DATED:  November 13th, 2015
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
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