SEYCHELLE ENVIRONMENTAL TECHNOLOGIES INC /CA - Quarter Report: 2009 November (Form 10-Q)
UNITED
STATES
SECURITIES AND EXCHANGE
COMMISSION
Washington,
D.C. 20549
FORM
10-Q
( X ) QUARTERLY REPORT UNDER SECTION
13 OR 15(D) OF THE SECURITIES
EXCHANGE
ACT OF 1934
For the
quarterly period ending November 30, 2009
(
) TRANSITION REPORT UNDER SECTION 13 OR 15(D) OF THE SECURITIES
EXCHANGE
ACT OF 1934
For the
transition period from _______________ to __________________
Commission
File No. 0-29373
Seychelle Environmental
Technologies, Inc.
(Exact
Name of registrant as specified in its charter)
Nevada
|
33-0836954
|
(State
or other jurisdiction
|
(IRS
Employer File Number)
|
Of
incorporation)
|
|
32963
Calle Perfecto
|
|
San Juan Capistrano,
California
|
92675
|
(Address
of principal executive offices)
|
(zip
code)
|
(949)
234-1999
(Registrant's
telephone number, including area code)
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 [ ]
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 (Section 232.405 of
this chapter) during the preceding 12 months (or such shorter period that the
registrant was required to submit and post such files. Yes [] No [
]
Indicate
by check mark whether the registrant is a large accelerated filer, a
non-accelerated filer, or a smaller reporting company. See definitions of “large
accelerated filer,” “accelerated filer,” and “small 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]
The number of shares outstanding
of the Registrant's $0.001 par value common stock, as of January 13, 2010 was
25,854,146.
FORM
10-Q
Securities
and Exchange Commission
Washington,
D.C. 20549
Seychelle
Environmental Technologies, Inc.
Page
|
|
PART
I FINANCIAL INFORMATION
|
|
Item
1. Consolidated Financial Statements
|
|
Consolidated Balance
Sheets (unaudited) as of November 30, 2009 and February 28,
2009
|
3
|
Consolidated Statements of
Operations (unaudited) for the Three Months and Nine Months Ended
November 30, 2009 and 2008
|
4
|
Consolidated Statements of
Cash Flows (unaudited) for the Nine Months Ended November 30, 2009 and
2008
|
6
|
Notes
to Consolidated Financial Statements (unaudited)
|
7
|
Item
2. Management’s Discussion of Financial Condition and Results of
Operation
|
11
|
Item
3. Quantitative and Qualitative Disclosures About Market
Risk
|
15
|
Item
4. Controls and Procedures
|
15
|
Item
4T. Controls and Procedures
|
15
|
PART
II OTHER INFORMATION
|
|
Item
1. Legal Proceedings
|
15
|
Item
1A. Risk Factors
|
15
|
Item
2. Unregistered Sales of Equity Securities and Use of
Proceeds
|
18
|
Item
6. Exhibits
|
18
|
Signatures
|
19
|
-
2 -
PART I
ITEM
1. CONSOLIDATED
FINANCIAL STATEMENTS
SEYCHELLE
ENVIRONMENTAL TECHNOLOGIES, INC.
CONSOLIDATED
BALANCE SHEETS (Unaudited)
November
30, 2009
|
February
28, 2009
|
|||||||
ASSETS
|
||||||||
Current
assets:
|
||||||||
Cash
and cash equivalents
|
$ | 433,217 | 160,415 | |||||
Accounts
receivable, net of allowance for doubtful accounts
|
||||||||
of
$13,264 and $3,986, respectively
|
201,830 | 61,447 | ||||||
Inventory,
net
|
239,871 | 409,353 | ||||||
Prepaid
expenses and other current assets
|
47,117 | 77,827 | ||||||
Total
current assets
|
922,035 | 709,042 | ||||||
Property
and equipment, net
|
104,378 | 129,964 | ||||||
Intangible
assets, net
|
11,646 | 16,374 | ||||||
Other
assets
|
8,515 | 6,624 | ||||||
Total
assets
|
$ | 1,046,574 | 862,004 | |||||
LIABILITIES
AND STOCKHOLDERS' EQUITY/( DEFICIT)
|
||||||||
|
||||||||
Current
liabilities:
|
||||||||
Accounts
payable and accrued expenses
|
$ | 114,929 | 92,818 | |||||
Customer
deposits
|
124,882 | 177,325 | ||||||
Accrued
interest due to related party
|
42,554 | 76,359 | ||||||
Capital
lease obligation
|
18,221 | 26,802 | ||||||
Notes
payable
|
100,000 | 100,000 | ||||||
Total
current liabilities
|
400,586 | 473,304 | ||||||
Long-term
related party notes payable
|
471,088 | 471,088 | ||||||
Total
liabilities
|
871,674 | 944,392 | ||||||
Commitments
and contingencies
|
- | - | ||||||
Stockholders'
equity/(deficit):
|
||||||||
Preferred
stock, 6,000,000 shares authorized, none issued or
outstanding
|
- | - | ||||||
Common
stock $0.001 par value, 50,000,000 shares authorized, 25,854,146 and
25,824,146 shares issued and outstanding, respectively
|
25,854 | 25,824 | ||||||
Additional
paid-in capital
|
6,923,404 | 6,907,637 | ||||||
Accumulated
deficit
|
(6,774,358 | ) | (7,015,849 | ) | ||||
Total
stockholders' equity/(deficit)
|
174,900 | (82,388 | ) | |||||
Total
liabilities and stockholders'/equity (deficit)
|
$ | 1,046,574 | 862,004 |
See
accompanying notes to consolidated financial statements.
-
3 -
SEYCHELLE
ENVIRONMENTAL TECHNOLOGIES, INC.
CONSOLIDATED
STATEMENTS OF OPERATIONS (Unaudited)
For
The Nine-Month
|
||||||||
Periods
Ended
|
||||||||
November
30,
|
November
30,
|
|||||||
2009
|
2008
|
|||||||
Revenues
|
$ | 1,829,641 | $ | 908,621 | ||||
Cost
of sales
|
997,779 | 523,238 | ||||||
Gross
profit
|
831,862 | 385,383 | ||||||
Operating
Expenses
Selling,
general, and administrative expenses
|
508,647 | 724,403 | ||||||
Depreciation
and amortization
|
41,061 | 36,317 | ||||||
Total
Operating Expenses
|
549,708 | 760,720 | ||||||
Income
(Loss) from operations
|
282,154 | (375,337 | ) | |||||
Other
Income(Expense)
|
||||||||
Interest
income
|
443 | 123 | ||||||
Interest
expense-related parties
|
(28,869 | ) | (143,856 | ) | ||||
Interest
expense-other
|
(9,624 | ) | (8,693 | ) | ||||
Other
income (expense)
|
(2,613 | ) | 62,256 | |||||
Total
other income(expense)
|
(40,663 | ) | (90,170 | ) | ||||
Net
income (loss) before income taxes
|
241,491 | (465,507 | ) | |||||
Provision
for income taxes
|
- | - | ||||||
Net
Income (Loss)
|
$ | 241,491 | $ | (465,507 | ) | |||
BASIC
INCOME (LOSS) PER SHARE
|
$ | 0.01 | $ | (0.02 | ) | |||
DILUTED
INCOME (LOSS) PER SHARE
|
$ | 0.01 | $ | (0.02 | ) | |||
BASIC
WEIGHTED AVERAGE NUMBER OF
|
||||||||
SHARES
OUTSTANDING
|
25,826,219 | 25,769,295 | ||||||
DILUTED
WEIGHTED AVERAGE NUMBER
|
||||||||
OF
SHARES OUTSTANDING
|
32,273,172 | 25,769,295 |
See
accompanying notes to consolidated financial statements.
-
4 -
SEYCHELLE
ENVIRONMENTAL TECHNOLOGIES, INC.
CONSOLIDATED
STATEMENTS OF OPERATIONS (Unaudited)
For
The Three-Month
|
||||||||
Periods
Ended
|
||||||||
November
30,
|
November
30,
|
|||||||
2009
|
2008
|
|||||||
Revenues
|
$ | 798,604 | $ | 431,538 | ||||
Cost
of sales
|
386,428 | 285,633 | ||||||
Gross
profit
|
412,176 | 145,905 | ||||||
Operating
Expenses
Selling,
general, and administrative expenses
|
239,054 | 257,214 | ||||||
Depreciation
and amortization
|
13,811 | 11,708 | ||||||
Total
Operating Expenses
|
252,865 | 268,922 | ||||||
Income
(Loss) from operations
|
159,311 | (123,017 | ) | |||||
Other
Income(Expense)
|
||||||||
Interest
income
|
141 | 66 | ||||||
Interest
expense-related parties
|
(9,652 | ) | (70,118 | ) | ||||
Interest
expense-other
|
(2,854 | ) | (2,424 | ) | ||||
Total
other income(expense)
|
(12,365 | ) | (72,476 | ) | ||||
Net
income (loss) before income taxes
|
146,946 | (195,493 | ) | |||||
Provision
for income taxes
|
- | - | ||||||
Net
Income (Loss)
|
$ | 146,946 | $ | (195,493 | ) | |||
BASIC
INCOME (LOSS) PER SHARE
|
$ | 0.01 | $ | (0.01 | ) | |||
DILUTED
INCOME (LOSS) PER SHARE
|
$ | 0.00 | $ | (0.01 | ) | |||
BASIC
WEIGHTED AVERAGE NUMBER OF
|
||||||||
SHARES
OUTSTANDING
|
25,830,410 | 25,765,287 | ||||||
DILUTED
WEIGHTED AVERAGE NUMBER
|
||||||||
OF
SHARES OUTSTANDING
|
30,276,363 | 25,765,287 |
See
accompanying notes to consolidated financial statements.
-
5 -
SEYCHELLE
ENVIRONMENTAL TECHNOLOGIES, INC.
CONSOLIDATED
STATEMENTS OF CASH FLOWS (Unaudited)
Nine
Months Ended
|
||||||||
November
30,
|
November
30,
|
|||||||
2009
|
2008
|
|||||||
OPERATING
ACTIVITIES:
|
||||||||
Net
income (loss)
|
$ | 241,491 | $ | (465,508 | ) | |||
Adjustments
to reconcile net income (loss) to net cash
|
||||||||
provided
by operating activities:
|
||||||||
Depreciation
and amortization
|
41,061 | 27,409 | ||||||
Stock-based
compensation and interest expense
|
15,797 | 572,228 | ||||||
Changes
in operating assets and liabilities:
|
||||||||
(Increase)
decrease in accounts receivable
|
(140,383 | ) | (52,220 | ) | ||||
(Increase)
decrease in inventory
|
169,482 | 84,698 | ||||||
(Increase)
decrease in prepaid expenses and other assets
|
(27,425 | ) | (133,301 | ) | ||||
(Increase)
decrease in asset held for sale
|
- | 149,111 | ||||||
Increase
(decrease) in accounts payable and accrued expenses
|
78,355 | (15,639 | ) | |||||
Increase
(decrease) in accrued interest payable
|
(33,804 | ) | 16,438 | |||||
Increase
(decrease) in customer deposits
|
(52,443 | ) | 83,495 | |||||
Net
Cash Provided by Operating Activities
|
292,131 | 266,711 | ||||||
INVESTING
ACTIVITIES:
|
||||||||
Purchase
of property and equipment
|
(9,808 | ) | (37,079 | ) | ||||
Purchase
of patents
|
(940 | ) | - | |||||
Net
Cash Used in Financing Activities
|
(10,748 | ) | (37,079 | ) | ||||
FINANCING
ACTIVITIES:
|
||||||||
Proceeds
from related party notes payable
|
- | 75,000 | ||||||
Repayment
of capital leases and notes payable
|
(8,581 | ) | (129,213 | ) | ||||
Net
Cash Used in Financing Activities
|
(8,581 | ) | (54,213 | ) | ||||
NET
INCREASE IN CASH
|
272,802 | 175,419 | ||||||
CASH
AT BEGINNING OF PERIOD
|
160,415 | 19,851 | ||||||
CASH
AT END OF PERIOD
|
$ | 433,217 | $ | 195,270 | ||||
NON-CASH
INVESTING AND FINANCING ACTIVITIES
|
||||||||
Warrants
issued for accrued interest on notes payable
|
$ | 56,243 | $ | 572,228 | ||||
Stock
issued for services
|
$ | 6,600 | $ | 7,050 | ||||
Supplemental
disclosures of cash flow information:
|
||||||||
Cash
Paid for:
|
||||||||
Interest
|
$ | 9,622 | $ | - | ||||
Income
taxes
|
$ | - | $ | - |
See accompanying notes to consolidated financial statements.
-
6 -
SEYCHELLE
ENVIRONMENTAL TECHNOLOGIES, INC.
NOTES
TO CONSOLIDATED FINANCIAL STATEMENTS (Unaudited)
NOTE
1: FINANCIAL STATEMENTS
The
consolidated financial statements have been prepared by the Company without
audit and in accordance with accounting principles generally accepted in the
United States and the rules of the Securities and Exchange Commission
(“SEC”). In the opinion of management, all adjustments (which
include only normal recurring adjustments) necessary to present fairly the
financial position, results of operations, and cash flows at November 30, 2009,
and for all periods presented herein, have been made.
These
consolidated financial statements should be read in conjunction with the audited
consolidated financial statements and notes thereto included in the Company’s
Annual Report filed with the SEC on Form 10-K for the year ended February 28,
2009. The results of operations for interim periods are not
necessarily indicative of the operating results for the full
year. Notes to financial statements which would substantially
duplicate the disclosures contained in the audited financial statements for the
most recent fiscal year, as reported on Form 10-K, have been
omitted.
The
preparation of 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, the disclosure 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 could differ from those
estimates.
In May
2009, the FASB issued SFAS 165 (ASC 855-10) entitled “Subsequent
Events”. Companies are now required to disclose the date through
which subsequent events have been evaluated by management. Public entities (as
defined) must conduct the evaluation as of the date the financial statements are
issued, and provide disclosure that such date was used for this evaluation. SFAS
165 (ASC 855-10) provides that financial statements are considered “issued” when
they are widely distributed for general use and reliance in a form and format
that complies with GAAP. SFAS 165 (ASC 855-10) is effective for
interim and annual periods ending after June 15, 2009 and must be applied
prospectively. The adoption of SFAS 165 (ASC 855-10) during the quarter ended
August 31, 2009 did not have a significant effect on the Company’s financial
statements as of that date or subsequent to that date and for the quarter or
year-to-date period then ended. In connection with preparing the accompanying
unaudited financial statements as of November 30, 2009 and for the quarter and
nine month period ended November 30, 2009, management evaluated subsequent
events through the date that such financial statements were issued (filed with
the SEC).
In June
2009, the FASB issued SFAS 168, The FASB Accounting Standards
Codification and the Hierarchy of Generally Accepted Accounting Principles.
(“SFAS 168” pr ASC 105-10) SFAS 168 (ASC 105-10) establishes the Codification as
the sole source of authoritative accounting principles recognized by the FASB to
be applied by all nongovernmental entities in the preparation of financial
statements in conformity with GAAP. SFAS 168 (ASC 105-10) was prospectively
effective for financial statements issued for fiscal years ending on or after
September 15, 2009 and interim periods within those fiscal years. The
adoption of SFAS 168 (ASC 105-10) on July 1, 2009 did not impact the Company’s
results of operations or financial condition. The Codification did not change
GAAP, however, it did change the way GAAP is organized and presented. As a
result, these changes impact how companies reference GAAP in their financial
statements and in their significant accounting policies. The Company implemented
the Codification in this Report by providing references to the Codification
topics alongside references to the corresponding standards.
With the
exception of the pronouncements noted above, no other accounting standards or
interpretations issued or recently adopted are expected to have a material
impact on the Company’s financial position, operations or cash
flows.
In
accordance with SFAS 165 (ASC 855-10) The Company’s management reviewed all
material events through January 13, 2010 and there are no material subsequent
events to report other than those reported.
The
Company has reclassified certain amounts in the November 30, 2008 financial
statements to conform with the presentation in the November 30, 2009 financial
statements.
-
7 -
SEYCHELLE
ENVIRONMENTAL TECHNOLOGIES, INC.
NOTES
TO CONSOLIDATED FINANCIAL STATEMENTS (Unaudited)
NOTE
2: BASIC AND DILUTED INCOME (LOSS) PER SHARE
The three
and nine month computation of income(loss) per common share is based on the
weighted average number of shares outstanding during the period plus the common
stock equivalents which would arise from the exercise of stock options and
warrants outstanding using the treasury stock method and the average market
price per share during the period. Common stock equivalents,
consisting of 1,802,500 in warrants were considered but were not included in the
computation of loss per share for the three and nine month periods ended
November 30, 2008, because they would have been anti-dilutive. For
the three months and nine month period ended November 30, 2009 common stock
equivalents consisting of 6,549,721 in warrants were included in the computation
of fully diluted income per share. The diluted weighted average number of shares
for the three and nine month periods ended November 30, 2009 were 30,276,363 and
32,273,172, respectively.
NOTE
3: CUSTOMER CONCENTRATION
For the
nine months ended November 30, 2008, the Company had sales to one customer
totaling 50% of our revenues, and sales to four other customers each totaling
over 5% of revenue individually.
For the
nine months ended November 30, 2009, the Company had sales to one customer
totaled 50% of revenue and sales.
NOTE
4: EQUITY
On November 11, 2009, the
Company granted 30,000 restricted shares of common stock to a third party for
services rendered. As of the grant date, the market value of the
shares granted amounted to $6,600. The shares vested immediately and
the fair market value of the shares was recorded as compensation expense during
the quarter ended November 30, 2009.
Warrants
The
Company has determined the estimated value of the compensatory warrants granted
to employee and non-employees in exchange for services and financing expenses
using the Black-Scholes pricing model. Value of the compensatory warrants was
computed assuming an expected life of 2 years, volatility of 167%, dividends of
$-0-, and a risk free interest rate of 2.3-3.1%. The amount of the expense
charged to operations for compensatory warrants granted in exchange for services
was $1,697 and $277,910 for the nine months ended November 30, 2009 and 2008,
respectively.
The
following table summarizes the changes in warrants outstanding and the related
prices for the shares of the Company’s common stock issued to non-employees of
the Company. These warrants were granted in lieu of cash compensation for
services performed or financing expenses.
-
8 -
SEYCHELLE
ENVIRONMENTAL TECHNOLOGIES, INC.
NOTES
TO CONSOLIDATED FINANCIAL STATEMENTS (Unaudited)
A summary
of warrant activity for the nine months ended November 30, 2009 are as
follows:
Warrants
Outstanding
|
Weighted-
Average
Exercise
Price
|
|||||||
Outstanding
at March 1, 2009
|
6,549,721
|
$
|
0.25
|
|||||
Granted
|
-
|
-
|
||||||
Exercised
|
-
|
-
|
||||||
Forfeited
|
-
|
-
|
||||||
Outstanding
at November 30, 2009
|
6,549,721
|
0.25
|
||||||
Exercisable
at November 30, 2009
|
6,549,721
|
$
|
0.25
|
Warrants
Outstanding
|
Warrants
Exercisable
|
|||||||||||||||||||||
Weighted
|
Weighted
|
Weighted
|
||||||||||||||||||||
Average
|
Average
|
Average
|
||||||||||||||||||||
Exercise
Price
|
Number
Outstanding
|
Remaining
Life
(Years)
|
Exercise
Price
|
Number
Outstanding
|
Exercise
Price
|
|||||||||||||||||
|
|
|
|
|
|
|||||||||||||||||
$ | 0.19 | 600,000 | 1.00 | $ | 0.19 | 600,000 | $ | 0.19 | ||||||||||||||
0.23 | 4,000,000 | 1.00 | 0.23 | 4,000,000 | 0.23 | |||||||||||||||||
0.29 | 107,221 | 1.00 | 0.29 | 107,221 | 0.29 | |||||||||||||||||
0.40 | 100,000 | 1.00 | 0.40 | 100,000 | 0.40 | |||||||||||||||||
0.33 | 1,700,000 | 1.00 | 0.33 | 1,700,000 | 0.33 | |||||||||||||||||
0.16 | 30,000 | 1.00 | 0.16 | 30,000 | 0.33 | |||||||||||||||||
0.25 | 10,000 | 1.00 | 0.25 | 10,000 | 0.25 | |||||||||||||||||
0.40 | 2,500 | 1.00 | 0.40 | 2,500 | 0.40 | |||||||||||||||||
6,549,721 | $ | 0.25 | 6,549,721 | $ | 0.25 |
NOTE
5: LINE OF CREDIT
As
of November 30, 2009, the Company has a line of credit agreement, totaling
$100,000. The line of credit bears interest at the lending institutions’ index
rate (4.75% at November 30, 2009) plus two percent and is due February 1, 2010.
As of November 30, 2009, the Company has borrowed $100,000 against the line of
credit, which is recorded as a note payable. The line of credit agreement does
not include any limitations on borrowings or any restrictive debt covenants.
Our
principal sources of liquidity have historically been funds generated from
operating activities and borrowings from the TAM Trust, one of our principal
shareholders. As of November 30, 2009, the TAM Trust has loaned the Company
$299,175 at 10% simple interest, repayable after March 1, 2011.
During June 2007, the TAM Trust committed to providing up to $250,000 in
additional funding. As of November 30, 2009 the TAM Trust has advanced the
Company $171,913 of $500,000 committed. We have this commitment available
to meet potential working capital requirements.
-
9 -
SEYCHELLE
ENVIRONMENTAL TECHNOLOGIES, INC.
NOTES
TO CONSOLIDATED FINANCIAL STATEMENTS (Unaudited)
NOTE
6: INVENTORY
The Company’s inventory consisted of
the following at:
November
30,
2009
|
February
28,
2009
|
|||||||
Raw
materials
|
$
|
185,897
|
$
|
230,018
|
||||
Work
in progress
|
-
|
53,187
|
||||||
Finished
goods
|
129,067
|
260,461
|
||||||
314,964
|
543,666
|
|||||||
Reserve
for obsolete and slow moving inventory
|
(75,093
|
)
|
(134,313
|
)
|
||||
$
|
239,871
|
$
|
409,353
|
The
Company liquidated $59,220 of the obsolete and slow moving inventory during the
nine months ended November 30, 2009 which resulted in a reduction in the
reserve.
NOTE 7: RELATED
PARTY TRANSACTIONS
The
Company has notes payable of $471,088 and accrued interest payable totaling
$42,555 to related party entities controlled by a director.
The
Company recorded $7,500 of compensation expense for donated services of the
President of the Company during the nine months ended November 30,
2009.
NOTE
8: COMMITMENTS AND CONTINGENCIES
Commitments
The
Company’s office and production facility leases expired in August of
2009. Consequently, the Company leased new office and production
facility space at a new location under two leases. Both leases were
signed July 15, 2009 for a term of 60 months each, at a monthly cost of $3,551
and $4,764, respectively.
The
future minimum lease payments for the new office leases are as
follows:
Twelve
Month Period ending November 30,
|
||||
2010
|
$
|
99,780
|
||
2011
|
99,780
|
|||
2012
|
99,780
|
|||
2013
|
99,780
|
|||
2014
|
87,308
|
|||
Total
|
$
|
486,428
|
-
10 -
ITEM
2. MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION
AND RESULTS OF OPERATIONS
References
in this document to "us," "we," “Seychelle” or "Company" refer to Seychelle
Environmental Technologies, Inc., a Nevada corporation and our wholly-owned
subsidiary, Seychelle Water Technologies, Inc., also a Nevada
corporation.
This
discussion summarizes the significant factors affecting the operating results,
financial condition liquidity and cash flows of the Company and its subsidiary
for the three and nine-month periods ended November 30, 2009 and 2008. The
discussion and analysis that follows should be read together with the
consolidated financial statements of Seychelle Environmental Technologies, Inc.
and the notes to the consolidated financial statements included in the Company’s
annual report on Form 10-K for the fiscal year ended February 28, 2009.
Except for historical information, the matters discussed in this section are
forward looking statements that involve risks and uncertainties and are based
upon judgments concerning various factors that are beyond the Company’s
control.
Forward-Looking
Statements
Certain
statements contained herein are “forward-looking”
statements. Forward-looking statements include statements which are
predictive in nature; which depend upon or refer to future events or conditions;
or which include words such as “expects”, “anticipates”, “intends”, “plans”,
“believes”, “estimates”, or variations or negatives thereof or by similar or
comparable words or phrases. In addition, any statement concerning future
financial performance, ongoing business strategies or prospects, and possible
future Company actions that may be provided by management are also
forward-looking statements. Forward-looking statements are based on current
expectations and projections about future events and are subject to risks,
uncertainties, and assumptions about the Company; and economic and market
factors in the countries in which the Company does business, among other things.
These statements are not guarantees of future performance, and the Company has
no specific intentions to update these statements. Actual events and results may
differ materially from those expressed or forecasted in forward-looking
statements due to a number of factors including, among others:
(1)
|
the
portable water filtration industry is in a state of rapid technological
change, which can render the Company’s products obsolete or
unmarketable;
|
|
(2)
|
any
failure by the Company to anticipate or respond to technological
developments or changes in industry standards or customer requirements, or
any significant delays in product development or introduction, could have
a material adverse effect on the Company’s business, operating results and
financial condition;
|
|
(3)
|
the
Company’s cost of sales may be materially affected by increases in the
market prices of the raw materials used in the Company’s manufacturing
processes;
|
|
(4)
|
the
Company’s water related product sales could be materially affected by
weather conditions and government regulations;
|
|
(5)
|
the
Company is subject to the risks of conducting business internationally;
and
|
|
(6)
|
the
industries in which the Company operates are highly competitive.
Additional risks and uncertainties are outlined in the Company’s filings
with the Securities and Exchange Commission, including its most recent
fiscal Annual Report on Form 10-K.
|
Description
of the Business.
We were
incorporated under the laws of the State of Nevada on January 23, 1998 as a
change of domicile to Royal Net, Inc., a Utah corporation that was originally
incorporated on January 24, 1986. Royal Net, Inc. changed its state of domicile
to Nevada and its name to Seychelle Environmental Technologies, Inc. effective
in January 1998.
On
January 30, 1998, we entered into an Exchange Agreement with Seychelle Water
Technologies, Inc., a Nevada corporation (SWT), whereby we exchanged our issued
and outstanding capital shares with the shareholders of SWT on a one share for
one share basis. We became the parent company and SWT became a wholly owned
subsidiary. SWT had been formed in 1997 to market water filtration systems of
Aqua Vision International.
Our
Company is presently comprised of Seychelle Environmental Technologies, Inc., a
Nevada corporation, with one wholly-owned subsidiary, Seychelle Water
Technologies, Inc., also a Nevada corporation (collectively, the Company or
Seychelle). We use the trade name "Seychelle Water Filtration Products, Inc." in
our commercial operations.
-
11 -
Seychelle
designs and manufactures unique, state-of-the-art ionic adsorption micron
filters that remove up to 99.99% of all pollutants and contaminants found in any
fresh water source. Patents or trade secrets cover all proprietary
products.
Our
principal business address is 32963 Calle Perfecto, San Juan Capistrano,
California 92675. Our telephone number at this address is
949-234-1999.
Management's
Discussion and Analysis of Financial Condition and Results of Operations Results
of Operations
Results
of Operations
Our
summary historical financial data is presented in the following table to aid in
your analysis. You should read this data in conjunction with this section
entitled Management’s Discussion and Analysis of Financial Condition and Results
of Operations, our consolidated financial statements and the related notes to
the consolidated financial statements included elsewhere in this report. The
selected consolidated statements of operations data for the three and
nine-months ended November 30, 2009 and 2008 are derived from our consolidated
financial statements included elsewhere in this report.
Three-month
period ended November 30, 2009 compared to the corresponding period in
2008
|
||||||||||||||||
Year
over
|
||||||||||||||||
2009
|
2008
|
year
change
|
%
|
|||||||||||||
Sales
|
$ | 798,604 | $ | 431,538 | 367,066 | 85 | % | |||||||||
Cost
of sales
|
386,428 | 285,633 | 100,795 | 35 | % | |||||||||||
Gross
profit
|
412,176 | 145,905 | 266,271 | 182 | % | |||||||||||
Gross
profit percentage
|
52 | % | 34 | % | ||||||||||||
Selling,
general, and administrative expenses
|
239,054 | 257,214 | (18,160 | ) | -2 | % | ||||||||||
Depreciation
& amortization expense
|
13,811 | 11,708 | 2,103 | 18 | % | |||||||||||
Interest
income
|
141 | 67 | 74 | 110 | % | |||||||||||
Interest
expense to related parties
|
9,652 | 70,118 | (60,466 | ) | -86 | % | ||||||||||
Net
Income (Loss)
|
146,946 | (195,493 | ) | 342,439 | 175 | % | ||||||||||
Net
Income (Loss) %
|
19 | % | -45 | % |
Sales. The increase in sales is primarily
due to increased sales to one of our customers. We had approximately $405,000 in
sales to one customer in the three month period ended November 30, 2009 compared
to $220,000 in sales to the same customer in the three month period ended
November 30, 2008. We expect sales to this customer to remain
constant or increase in the future. This increase in sales was
further expanded by sales to 11 other customers increasing by approximately
$194,000 collectively for the three month period ended November 30, 2009.
The number of bottles sold increased from 29,189 to 42,603, while the
average sales price per bottle increased by approximately 1.3% from $9.91 in
2008 to $10.04 in the three month periods in
2009.
Cost of sales and gross profit
percentage. The increase in cost of sales is primarily due to increased
sales. The actual average cost per bottle increased 101% to $5.72 for
the three months ended November 30, 2009 from $2.85 for the three months
November 30, 2008. This increase in cost is primarily due to
increased labor during the three month period ended November 30, 2009 due to
quality control issues, specialized orders, freight and packaging costs, and an
increase in costs for components. As a percentage of sales, the gross
profit margin during the three months ended November 30, 2009 increased to 54%
from 34% for the three months ended November 30, 2008. This was due
to increased sales of higher gross margin bottles, pitchers and other new
products. Inventory reserve decreased in the three month period ended
November 30, 2009 due to sales of reserved items during the
period.
-
12 -
Selling, general, and administrative
expenses. Selling expenses consist primarily of commissions paid to
salespeople. There was an increase in 2009 versus 2008 of approximately $4,000
as a direct result of an increase in the amount of sales for which we have to
pay commissions. Compensation to executive officers decreased for the
three-month period ended November 30, 2009, compared to the three-month period
ended November 30, 2008 and was due to an additional 700,000 warrants being
issued to two executive officers in April 2008. The warrants issued
in April 2008 had a nine-month vesting period and were valued at
$74,000. Additional warrants valued at $16,700 were granted in
December 2007 and vested in December 2008.
Interest expense to related
parties. The decrease in interest expense for the three-month period
ended November 30, 2009, compared to the three-month period ended November 30,
2008, is due to the Company issuing 1,000,000 warrants on April 30, 2008 in
payment of accrued interest on related party notes payable. The value
of these warrants was $224,970. The value was recognized as interest
expense in the three month period ended November 30, 2008 for a value of
$56,243.
Net Income (loss). Net Income
for the three-month period ended November 30, 2009 was $146,946 compared to a
net loss of $195,493 for the three-month period ended November 30,
2008. This was primarily due to an increase in sales in the three
month period ended November 30, 2009 of over $360,000 in higher gross margin
products compared to the product mix sold in the three months ended November 30,
2008.
Nine-month
period ended November 30, 2009 compared to the corresponding period in
2008
|
||||||||||||||||
Year
over
|
||||||||||||||||
2009
|
2008
|
year
change
|
%
|
|||||||||||||
Sales
|
$ | 1,829,641 | $ | 908,621 | 921,020 | 101 | % | |||||||||
Cost
of sales
|
997,779 | 523,238 | 474,541 | 91 | % | |||||||||||
Gross
profit
|
831,862 | 385,383 | 446,479 | 116 | % | |||||||||||
Gross
profit percentage
|
47 | % | 42 | % | ||||||||||||
Selling,
general, and administrative expenses
|
508,647 | 724,403 | (215,756 | ) | -30 | % | ||||||||||
Depreciation
& amortization expense
|
41,061 | 36,317 | 4,744 | 13 | % | |||||||||||
Interest
income
|
443 | 123 | 320 | 260 | % | |||||||||||
Interest
expense to related parties
|
28,869 | 143,856 | (114,987 | ) | -80 | % | ||||||||||
Net
income (loss)
|
241,491 | (465,507 | ) | 706,998 | 152 | % | ||||||||||
Net
Income (loss) %
|
14 | % | -51 | % | ||||||||||||
Net
cash provided by (used in) operating activities
|
292,131 | 266,711 | 25,420 | 10 | % | |||||||||||
Net
cash provided by (used in) investing activities
|
(10,748 | ) | (37,079 | ) | 26,331 | 71 | % | |||||||||
Net
cash provided by (used in) financing activities
|
(8,581 | ) | (54,213 | ) | 45,632 | -84 | % |
Sales. Sales increased
primarily due to sales to one customer during the nine-month period ended
November 30, 2009 in comparison to the previous fiscal year’s first nine
months. The number of bottles sold increased from 36,961 to
83,763, while the average price per bottle increased from $7.33 to $9.01. Sales
of bottles totaled approximately $465,000 while sales of other products during
the nine-month period ended November 30, 2009 totaled approximately $1,364,000.
Other products include the new higher gross margin mission pack, straws,
replacement filters, and canteens.
Cost of sales and gross
profit. The increase in cost of sales is primarily due to
increased sales. As a percentage of sales, the gross profit
percentage increased from 42% to 47% due to a change in the
product mix of bottles sold combined with a change in production
costs due to quality control issues offset by a slight increase in cost of
components. The average sales price per bottle increased
while the average cost per bottle increased from $2.93 to $5.70 for the
nine-month period ended November 30, 2009. The trend continues
toward a higher gross margin product mix. Inventory reserve decreased
in the three month period ended November 30, 2009 due to sales of reserved items
during the period.
-
13 -
Selling, general and administrative
expenses. The decrease in general and administrative expenses is due to
the following: a decrease in accounting fees of $64,000 offset by an increase in
rent of $15,000. Compensation to
executive officers decreased for the nine-month period ended November 30, 2009,
compared to the nine-month period ended November 30, 2008 and was due to an
additional 700,000 warrants being issued to two executive officers in April
2008. The warrants issued in April 2008 had a nine-month vesting
period and were valued at $222,000 which was recognized over the vesting
period.
Interest expense to related
parties. The decrease in interest expense for the nine-month
period ended November 30, 2009, compared to the nine-month period ended November
30, 2008, is due to the Company issuing 1,000,000 warrants on April 30, 2008 as
interest due for related party notes payable. The value of these
warrants was $224,970. $143,856 was recognized as interest expense
in the nine month period ended November 30, 2008. None of the value
of these warrants were recognized in the nine-month period ended November 30,
2009.
Net income
(loss). There was a net income of $241,491 for the nine-month
period ended November 30, 2009 compared to a net loss of $465,508 for the
nine-month period ended November 30, 2008. The loss was significant
in the previous year primarily due to additional warrants being issued in April
2008 which increased expenses in the nine-month period ended November 30,
2008. In addition, total sales increased by over $900,000 for the
nine months ended November 30, 2009 compared to the nine months ended November
30, 2008. The trend continues toward higher gross margin products in
the product mix.
Liquidity and
Capital Resources
Operating Activities We
generated $292,131 from operating activities during the nine-month period ended
November 30, 2009 as compared to $266,711 for the same period
2008. This increase is largely due to an increase in
sales.
Investing Activities We used
$10,748 in investing activities during the nine-month period ended November 30,
2009 compared to $37,079 in the same period 2008. We invested
$6,600in tooling molds for China production and an additional $3,200 in
warehouse equipment in the USA.
Financing Activities We used
$8,581 in financing activities during the nine-month period ended November 30,
2009 compared to $54,213 in the same period 2008. The $8,581 was
payment for an equipment lease.
Our
principal sources of liquidity have historically been funds generated from
operating activities and borrowings from the TAM Trust, one of our principal
shareholders. As of November 30, 2009, the TAM Trust has loaned the Company
$299,175 at 10% simple interest, repayable after March 1, 2011.
During June 2007, the TAM Trust committed to providing up to $250,000 in
additional funding. As of November 30, 2009 the TAM Trust has advanced the
Company $171,913 of $500,000 committed. We have this commitment available
to meet potential working capital requirements.
As of
November 30, 2009, we had $433,217 in cash and no remaining amount available to
borrow under our line of credit. The line of credit does not contain any
limitations on borrowing or any restrictive debt covenants. We believe that our
liquidity and committed funds are sufficient to meet our operating needs through
November 30, 2010.
Critical
Accounting Policies and Estimates
The
Company’s discussion and analysis of its financial condition and results of
operations are based upon its consolidated financial statements, which have been
prepared in accordance with accounting principles generally accepted in the
United States of America. The preparation of these consolidated financial
statements requires the Company to make estimates and judgments that affect the
reported amounts of assets, liabilities, revenues and expenses, and related
disclosure of contingent assets and liabilities.
-
14 -
The
Company believes that the estimates, assumptions and judgments involved in the
accounting policies described in the “Management’s Discussion and Analysis of
Financial Condition and Results of Operations” section of its most recent
fiscal Annual Report on Form 10-K have the greatest potential impact
on its consolidated financial statements, so it considers these to be its
critical accounting policies. Because of the uncertainty inherent in these
matters, actual results could differ from the estimates the Company uses in
applying the critical accounting policies. Certain of these critical accounting
policies affect working capital account balances, including the policies for
inventory reserves, impairment of long-lived assets and intangible assets,
accounting for transactions which potentially could be settled in a company’s
own stock and stock-based compensation. These policies require that the Company
make estimates in the preparation of its consolidated financial statements as of
a given date.
Within
the context of these critical accounting policies, the Company is not currently
aware of any reasonably likely events or circumstances that would result in
materially different amounts being reported.
Item
3. Quantitative and Qualitative Disclosures About Market Risk
A smaller
reporting company, as defined by Item 10 of Regulation S-K, is not required to
provide the information required by this item.
Item
4T. Controls and Procedures
Evaluation
of Disclosure Controls and Procedures
Our
disclosure controls and procedures are designed to ensure that information
required to be disclosed in reports that we file or submit under the Securities
Exchange Act of 1934 is recorded, processed, summarized and reported within the
time periods specified in the rules and forms of the United States Securities
and Exchange Commission. Our Chief Executive Officer and Chief Financial Officer
has reviewed the effectiveness of our "disclosure controls and procedures" (as
defined in the Securities Exchange Act of 1934 Rules 13a-15(e) and
15d-15(e)) as of the end of the period covered by this Quarterly Report on Form
10-Q and have concluded that the disclosure controls and procedures are
effective.
Changes
in Internal Controls over Financial Reporting
There
have been no changes in
the Company’s internal control over financial
reporting identified in connection with the evaluation required by paragraph (d)
of Rule 240.15d-15 that occurred during the Company’s last
fiscal quarter that has materially affected, or
is reasonable likely to materially affect, the
Company internal control over financial reporting.
PART
II - OTHER INFORMATION
ITEM
1. LEGAL PROCEEDINGS
As of
November 30, 2009, there are no known legal proceedings or judgments entered,
either pending or threatened, against the Company or any of our directors or
officers.
ITEM
1A. RISK FACTORS
Risk Factors Related to Our
Business
THE
OWNERSHIP AND INVESTMENT IN OUR SECURITIES INVOLVES SUBSTANTIAL RISKS. OUR
COMMON SHARES SHOULD BE PURCHASED ONLY BY PERSONS WHO CAN AFFORD TO LOSE THEIR
ENTIRE INVESTMENT. PROSPECTIVE INVESTORS SHOULD CAREFULLY CONSIDER THESE RISKS
RELATING TO OUR COMPANY.
-
15 -
Lack of Successful Operating History.
Our Company was formed on January 23, 1998 and acquired the operations of
a company that had been in existence since 1996 and manufactures for sale water
filtration products. The Company has continued to expand its product lines but
have not generated enough revenue to support operations. This has required us to
seek both investor capital and financing to develop the market for our new
products. Recent sales activity for the nine months ended November 30, 2009 has
increased over the past year. Still, we have limited financial results upon
which an investor may judge our potential. The Company is not engaged in enough
consistent business activity over a sustained period of time to be said to have
a successful operating history. We have experienced in the past and may
experience in the future under-capitalization, shortages, setbacks and many of
the problems, delays and expenses encountered by any early stage business. These
include:
-
|
operating
as a public entity, incurring non-cost of sales expenses such as
accounting, auditing, financial reporting and compliance, legal and costs
to maintain full compliance with rules governing regulated reporting
status, including continuing Sarbanes-Oxley
requirements,
|
-
|
unplanned
delays and expenses related to research, development and testing of our
new products
|
-
|
production
and marketing problems that may be encountered in connection with our
existing products and technologies,
|
-
|
competition
from larger and more established companies, and
|
-
|
under-capitalization
to challenge the lack of market acceptance of our new products and
technologies.
|
Lack of Profitability. Through
February 28, 2009, we incurred significant losses. However, during the nine
months ended November 30, 2009 we have recorded profits and positive cash flows
from operations. There appears to be a trend toward greater profitability by
emphasizing higher gross margin products and is evidenced by the results in the
current fiscal year. We had net income for the quarter ended
November 30, 2009 of $146,946 compared to a net loss in the comparative quarter
ended November 30, 2008 of $195,493. This reduced the accumulated
deficit to $6,774,358. We have a policy of not projecting sales and
profits due to:
-
|
lack
of consistent sales to maintain profitability,
|
-
|
significant
legal and professional fees associated with regulated business activities
and the SEC,
|
-
|
reporting
requirements, including continuing Sarbanes-Oxley
requirements.
|
Risk of Competition. The water
filtration business is highly competitive with many companies having access to
the same market. Substantially all of them have greater financial resources and
longer operating histories than we have and can be expected to compete within
the business in which we engage and intend to engage. There can be no assurance
that we will have the necessary resources to be competitive.
Delays in the Development of New
Products. We have a limited product line, and the development of some of
our technologies has taken longer than anticipated and could be additionally
delayed. Therefore, there can be no assurance of timely completion and
introduction of improved products on a cost-effective basis, or that such
products, if introduced, will achieve market acceptance such that, in
combination with existing products, they will sustain us or allow us
to achieve profitable operations.
Dependence Upon Technology. We
are operating in a business that requires extensive and continuing research,
development and testing efforts. There can be no assurance that new products
will not render our products obsolete or non-competitive at some time in the
future.
Protection of Technology. A
successful challenge to the ownership of our technology could materially damage
our business prospects. We rely principally on trade secrets as well as trade
secret laws, two patents, two trademarks, copyrights, confidentiality procedures
and licensing arrangements to protect our intellectual property rights. We
currently have two U.S. patents issued and a license on two patents. Any issued
patent may be challenged and invalidated. Patents may not be issued from any of
our future applications. Any claims allowed from existing or future pending
patents may not be of sufficient scope or strength to provide significant
protection for our products. Patents may not be issued in all countries where
our products can be sold so as to provide meaningful protection or any
commercial advantage to us. Our competitors may also be able to design around
our patents or the patents that we license.
-
16 -
Vigorous
protection and pursuit of intellectual property rights or positions characterize
our industry, which has resulted in significant and often protracted and
expensive litigation. Therefore, our competitors may assert that our
technologies or products infringe on their patents or proprietary rights.
Problems with patents or other rights could increase the cost of our products or
delay or preclude new product development and commercialization by us. If
infringement claims against us are deemed valid, we may not be able to obtain
appropriate licenses on acceptable terms or at all. Litigation could be costly
and time-consuming but may be necessary to protect our future patent and/or
technology license positions or to defend against infringement
claims.
Competition. Technological
competition from larger and more established companies is significant and
expected to increase. Most of the companies with which we compete and expect to
compete have far greater capital resources and more significant research and
development staffs, marketing and distribution programs and facilities, and many
of them have substantially greater experience in the production and marketing of
products. Our ability to compete effectively may be adversely affected by the
ability of these competitors to devote greater resources to the sale and
marketing of their products than we can. In addition, one or more of our
competitors may succeed or may already have succeeded in developing technologies
and products that are more effective than any of those we currently offer or are
developing. In addition, there can be no guarantee that we will be able to
protect our technology from being copied or infringed upon. Therefore, there are
no assurances that we will ever be able to obtain and to maintain a profitable
position in the marketplace.
Success Dependent Upon
Management. Our success is dependent upon the decision making of
our directors and executive officers. These individuals have made a full
commitment to the business. The loss of any or all of these individuals could
have a materially adverse impact on our operations.
Dependence on One or a Few
Customers. For the quarter ended November 30, 2009, one customer
individually accounted for approximately 50 percent of total
sales. Management believes that if the targeted revenues are not
achieved within their current marketing and distribution agreements, the
revenues can be replaced through the sale of filters and related products to
other direct marketing companies. However, there can be no assurance that this
will occur which could result in an adverse effect on the Company’s financial
condition or results of operations in the future.
Our Senior Management’s Limited
Experience Managing A Publicly Traded Company May Divert Management’s Attention
From Operations and Harm Our Business. Our management team has
relatively limited recent experience managing a publicly traded company and
complying with federal securities laws, including compliance with recently
adopted disclosure requirements on a timely basis. Our management
will be required to design and implement appropriate programs and policies in
responding to increased legal, regulatory compliance and reporting requirements,
and any failure to do so could lead to the imposition of fines and penalties and
harm our business.
The Acquisition of Other Technologies
Could Result In Operating Difficulties, Dilution and Other Harmful
Consequences. We may selectively pursue strategic
acquisitions, any of which could be material to our business, operating results
and financial condition. Future acquisitions could divert
management’s time and focus from operating our business. In addition,
integrating an acquired technology is risky and may result in unforeseen
operating difficulties and expenditures.
The
anticipated benefits of our future acquisitions may not
materialize. Future acquisitions or dispositions could result in
potentially dilutive issuances of our equity securities, including our common
stock, the incurrence of debt, contingent liabilities or amortization expenses,
or write-offs of intellectual properties any of which could harm our financial
condition. Future acquisitions may also require us to obtain
additional financing, which may not be available on favorable terms or at
all.
Risks Associated With Currency
Exchange Rate Fluctuations. Historically, we have not engaged in
exchange rate hedging activities and all of our transactions are denominated in
US dollars.
Changes to Financial Accounting or
Other Standards May Affect Our Operating Results and Cause Us To Change Our
Business Practices. We prepare our
consolidated financial statements to conform to generally accepted accounting
principles, or GAAP, in the United States. These accounting
principles are subject to interpretation by the Financial Accounting Standards
Board (FASB), the Securities and Exchange Commission, the Public Company
Accounting Oversight Board and various other bodies. A change in
those policies could have a significant effect on our reported results
and may affect our reporting of transactions completed before a change is
announced.
-
17 -
Our Financial Results Could Vary
Significantly From Quarter to Quarter and Are Difficult to
Predict. Our revenues and operating results could vary
significantly from quarter to quarter because of a variety of factors, many of
which are outside of the Company’s control. As a result, comparing
our operating results on a period-to-period basis may not be
meaningful. In addition, we may not be able to predict our future
revenues or results of operations. We base our current and future
expense levels on our internal operating plans and anticipated sales levels, and
our operating costs are to a large extent fixed. As a result, we may
not be able to reduce our costs sufficiently to compensate for an unexpected
shortfall in revenues, and even a small shortfall in revenues could
disproportionately and adversely affect financial results for that
period. In addition, any payments due to us from our customers may be
delayed because of changes or issues with those customers’
processes.
Maintaining and Improving Our
Financial Controls and The Requirements Of Being a Public Company May Strain Our
Resources, Divert Management’s Attention and Affect Our Ability to Attract and
Retain Qualified Members For Our Board of Directors. As a
public company, we are subject to the reporting requirements of the Securities
Exchange Act of 1934 and the Sarbanes-Oxley Act of 2002. The
requirements of these rules and regulations increase our legal, accounting, and
financial compliance costs, make some activities more difficult, time-consuming
and costly and may also place undue strain on our personnel, systems, and
resources. The Sarbanes-Oxley Act of 2002 requires, among other
things, that we maintain effective disclosure controls and procedures and
internal controls over financial reporting. Fulfilling this
requirement can be difficult to maintain.
In addition, our assessments of
internal control over financial reporting may identify weaknesses and conditions
that need to be addressed in our internal control over financial reporting or
other matters that may raise concerns for investors. Any actual of
perceived weaknesses and conditions that need to be addressed in our internal
control over financial reporting, disclosure of management’s assessment of our
internal control over financial reporting or disclosure of our independent
registered public accounting firm’s attestation report, when applicable, on
management’s assessment of our internal control over financial reporting may
have an adverse impact of our common stock. As a result, management’s attention may
be diverted from other business concerns, which could harm our business,
operating results and financial condition. These efforts could also
involve substantial accounting related costs.
Item
2. UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF
PROCEEDS
During
the nine-month period ended November 30, 2009, the Company issued 30,000 shares
of restricted stock for services rendered. Otherwise, there have been no further
issuances of securities through the date of this filing.
ITEM
6. EXHIBITS
Exhibits
31.1
|
Certification
of the Chief Executive Officer pursuant to Rule 13a-14(a) (Section 302 of
the Sarbanes-Oxley Act of 2002)
|
31.2
|
Certification
of the Chief Financial Officer pursuant to Rule 13a-14(a) (Section 302 of
the Sarbanes-Oxley Act of 2002)
|
32.1
|
Certification
of the Chief Executive Officer pursuant to 18 U.S.C.ss.1350 Section 906 of
the Sarbanes-Oxley Act of 2002)
|
32.2
|
Certification
of the Chief Financial Officer pursuant to 18 U.S.C.ss.1350 Section 906 of
the Sarbanes-Oxley Act of
2002)
|
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18 -
SIGNATURES
In
accordance with Section 13 or 15(d) of the Exchange Act OF 1934, the Registrant
has duly caused this Form 10-Q to be signed on its behalf by the undersigned,
thereunto duly authorized.
Seychelle
Environmental Technologies, Inc.
|
||
|
|
|
Date: January
15 2009
|
By:
|
/s/ Carl
Palmer
|
Carl
Palmer
Director,
Chief Executive Officer
and President
|
|
|
|
Date: January
15 2009
|
By:
|
/s/ Jim
Place
|
Jim
Place
Director
and Chief Financial Officer and Chief Operating
Officer
|
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19 -