WOLF ENERGY SERVICES INC. - Quarter Report: 2017 March (Form 10-Q)

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 March 31, 2017

[   ] TRANSITION REPORT UNDER SECTION 13 OR 15(d) OF THE EXCHANGE ACT

For the transition period from _____________ to ______________

Commission File Number: 0-27445

IDAHO		82-0266517
(State or other jurisdiction of		(I.R.S. Employer
incorporation or organization)		Identification No.)

______________________________________________________
(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  ☒   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  ☒  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 ☒       Emerging growth company ☐

 

If an emerging growth company, indicate by checkmark if the registrant has not elected to use the extended transition period for complying with any new or revised financial accounting standards pursuant to Section 7(a)(2)(B) of the Securities Act:   ☐

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

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: May 19, 2017, we had 33,514,497 shares of our Common Stock outstanding.

INDEX		Page
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		18
Item 4. Controls and Procedures		18
PART II. OTHER INFORMATION		20
Item 1. Legal Proceedings		20
Item 1A. Risk Factors		20
Item 2. Unregistered Sales of Equity Securities and Use of Proceeds		20
Item 3. Defaults Upon Senior Securities		20
Item 4. Mine Safety Disclosure		20
Item 5. Other Information		20
Item 6. Exhibits		20
Signatures		21

PART I.

CONSOLIDATED FINANCIAL INFORMATION

Item 1.

Financial Statements.

 

 

ENVIRO VORAXIAL TECHNOLOGY, INC. AND SUBSIDIARY

CONDENSED CONSOLIDATED BALANCE SHEETS

 

 

		March 31, 2017 (unaudited)			December 31, 2016
ASSETS
CURRENT ASSETS:
Cash and cash equivalents		$	93,646		$	40,973
Accounts receivable, net			24,359			1,452
Inventory, net			76,897			76,897
Total current assets			194,902			119,322
FIXED ASSETS, NET			5,508			11,017
OTHER ASSETS			10,026			10,026
Total assets		$	210,436		$	140,365
LIABILITIES AND SHAREHOLDERS' DEFICIT
CURRENT LIABILITIES:
Accounts payable and accrued expenses		$	508,110		$	480,057
Notes payable, net of discount			157,179			--
Accrued Expenses – related party			1,728,833			1,643,408
Deposits			32,090			95,690
Total liabilities			2,426,212			2,219,155
COMMITMENTS AND CONTINGENCIES (See Note G)			-			-
SHAREHOLDERS' DEFICIT :
Common stock, $.001 par value, 42,750,000 shares authorized;    33,514,497 and 33,464,497 shares issued and outstanding as of March 31, 2017 and December 31, 2016			33,515			33,465
Additional paid-in capital			14,948,159			14,947,209
Accumulated deficit			(17,197,450)			(17,059,464)
Total shareholders' deficit			(2,215,776)			(2,078,790)
Total liabilities and shareholders' deficit		$	210,436		$	140,365

 

 

 

 

 

		Three Months Ended March 31,
		2017			2016
Revenues:
Sales	$	91,351		$	53,938
Total Revenues		91,351			53,938
Cost of goods sold		24,159			-
Gross profit		67,192			53,938
Costs and expenses:
General and administrative		60,690			53,779
Professional fees		12,332			20,427
Payroll expense		117,111			120,617
Total costs and expenses		190,133			194,823
Loss from operations		(122,941)			(140,885)
Other expenses:
Interest expense		(15,045)			(5,000)
Total other expense		(15,045)			(5,000)
Net (Loss) before provisions for income taxes		(137,986)			(145,885)
Provisions for income taxes		-			-
NET (LOSS)	$	(137,986)		$	(145,885)
Weighted average number of common shares outstanding - basic and diluted		33,495,608			33,464,497
(loss) per common share - basic and diluted	$	(0.00)		$	(0.00)

 

 

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

 

 

 

 

 

	Common Stock					Additional Paid-in				Accumulated
	Shares		Amount			Capital				Deficit			Total
Balance - December 31, 2016	33,464,497		$	33,465		$	14,947,209			$	(17,059,464)		$	(2,078,790)
Issuance of common stock for interest	50,000			50			950				--			1,000
Net loss											(137,986)			(137,986)
Balance - March 31, 2017	33,514,497		$	33,515		$	14,948,159			$	(17,197,450)		$	(2,215,776)

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

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

ENVIRO VORAXIAL TECHNOLOGY, INC. AND SUBSIDIARY

 

 

 

			Three months Ended March 31,
			2017			2016
Cash Flows From Operating Activities:
Net loss		$	(137,986)		$	(145,885)
Adjustments to reconcile net loss to net
cash provided by(used in) operating activities:
Depreciation			5,509			5,509
Issuance of Common Stock for interest			1,000			--
Amortization of debt discount			7,179			--
Changes in assets and liabilities:
Accounts receivable			(22,907)			(15,300)
Inventory			-			(4,499)
Accounts payable and accrued expenses and deposits			42,878			219,612
Net cash provided by (used in) operating activities			(104,327)			59,437
Cash Flows From Investing  Activities:			--			--
Cash Flows From Financing Activities:			--			--
Advances from related party			7,000			--
Note payable			150,000			--
Net cash provided by financing activities			157,000			--
Net increase in cash and cash equivalents			52,673			59,437
Cash and cash equivalents, beginning of period			40,973			73,713
Cash and cash equivalents, end of period		$	93,646		$	133,150
Supplemental Disclosures
Cash paid during the period for interest		$	7,867		$	5,000
Cash paid during the period for taxes		$	-		$	-

 

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

 

 

NOTE A - ORGANIZATION AND OPERATIONS

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 March 31, 2017. 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 2017. While the Company anticipates increase in sales of the Voraxial Separator during 2017, 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.  We believe that including our current cash resources and anticipated revenue to be generated by sales and/or leases of our Voraxial Separators, including the completion of the Technology Purchase Agreement, we will have sufficient resources to continue business operations for the next twelve months. To the extent that these resources are not sufficient to sustain current operating activities and we do not complete the Technology Purchase Agreement, we may need to seek additional capital, or adjust our operating plan accordingly. If we fail to raise additional funds when needed, or do not have sufficient cash flows from sales, we may be required to scale back or cease operations, sell or liquidate our assets and possibly seek bankruptcy protection. The accompanying consolidated financial statements do not include any adjustments that may result from the outcome of this uncertainty.

 

NOTE C - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

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, 2016, 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 March 31, 2017,

 

 

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.

The unaudited condensed 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.

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.

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 March 31, 2017 and December 31, 2016, there was $32,090 and $95,690, 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.

The carrying amounts of the Company's financial instruments, including cash and cash equivalents, inventory, accounts payable and accrued expenses at March 31, 2017 and December 31, 2016, 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 March 31, 2017 and December 31, 2016.

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 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 March 31, 2017 and December 31, 2016.

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 March 31, 2017 and December 31, 2016.

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 March 31, 2017 and December 31, 2016, balances did not exceed the FDIC limits.

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 March 31, 2017 and December 31, 2016:

	March 31, 2017			December 31, 2016
Raw materials	$	64,847		$	64,847
Work in process		--			--
Finished goods		12,050			12,050
Total	$	76,897		$	76,897

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.

 

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.

Since the Company reflected a net loss for the three months ended March 31, 2017 and 2016, 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.

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.

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

Research and development costs, which includes travel expenses, consulting fees, subcontractors and salaries are expensed as incurred.

Advertising costs are expensed as incurred and are included in general and administrative expenses.

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.

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 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 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.

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 three months ended March 31, 2017, the Company incurred salary expenses from the Chief Executive Officer of the Company of $76,250. Of these amounts, $0 has been paid for the three months ended March 31, 2017. The total unpaid balance as of March 31, 2017 is $1,541,011 and is included in accrued expenses – related party.  For the three months ended March 31, 2016, the Company incurred salary expenses from the Chief Executive Officer of the Company of $76,250. Of these amounts, $7,500 had been paid for the three months ended March 31, 2016. The total unpaid balance as of March 31, 2016 is $1,242,020 and is included in accrued expenses – related party.

During the three months ended March 31, 2017, the CEO advanced $7,000 to the company for working capital. This advance is non-interest bearing and due on demand.

 

NOTE E – NOTE PAYABLE

On February 3, 2017, the Company received an advance of $150,000 from a third party investor pursuant to a $165,000 discounted promissory note.  The company shall pay interest to the noteholder on the principal face amount of $165,000 at a rate of 2.5% per month in the event the note is not repaid on or before May 31, 2017.  As additional consideration for the advance, the Company issued the third party 50,000 shares of the Company's common stock.  See Note F.

 

 

 

 

NOTE F -- CAPITAL TRANSACTIONS

As disclosed under Note E, on February 3, 2017, the Company received an advance of $150,000 from a third party investor pursuant to a $165,000 discounted promissory note.  As additional consideration for the advance, the Company issued the third party 50,000 shares of the Company's common stock.  The shares were recorded at their fair value on the date of issuance.

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 March 31, 2017 is as follows:

	Number Outstanding	Exercise Price	Number Exercisable
Balance, December 31, 2016	13,465,000	$0.01	13,465,000
Issued	-	-	-
Expired	-	-	-
Forfeited	-	-	-
Balance, March 31, 2017	13,465,000	$0.01	13,465,000

Exercise Price	Number Outstanding at March 31, 2017	Weighted Average Remaining Contractual Life	Weighted Average Exercise Price	Number Exercisable at March 31, 2017	Weighted Average Exercise Price
0.01	13,465,000	7.5	0.01	13,465,000	0.01
Total	13,465,000	-	-	13,465,000	-

 

 

 

The following table summarizes information about the stock options outstanding at December 31, 2016:

Exercise Price	Number Outstanding December 31, 2016	Weighted Average Remaining Contractual Life	Weighted Average Exercise Price		Number Exercisable at December 31, 2016	Weighted Average Exercise Price
$0.01	13,465,000	8.0		0.01	13,465,000	$0.01
Total	13,465,000	-		-	13,465,000

NOTE G – COMMITMENTS AND CONTINGENCIES

In October 2015, the Company entered into a three (3) year lease for an office and manufacturing facility located at 821 NW 57^th Place, Fort Lauderdale, FL 33309. The lease is $6,100 per month, which includes common area maintenance, taxes and insurance. The Company has the option to terminate the lease with three months' notice.

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 March 31, 2017.

 

During the three months ended March 31, 2017, we recorded 87% of our revenue from one customer.

During the three months ended March 31, 2016, we recorded 98% of our revenue from one customer.

 

 

 

 

 

Item 2.

Management's Discussion and Analysis of Financial Condition and Results of Operations

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.

The Company's consolidated condensed unaudited 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 2015 Annual Report on Form 10-K.  The Company has not adopted any significant new policies during the quarter ended March 31, 2017.

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^®

 

technology can help protect the environment and its natural resources while simultaneously making numerous industries more productive and cost effective.

 

On March 13, 2017, we entered into a Technology Purchase Agreement with Schlumberger Technology Corporation, a Texas corporation, Schlumberger Canada Limited, a Canadian entity, and Schlumberger B.V., an entity organized under the laws of the Netherlands (collectively, the "Purchasers").

Under the agreement, subject to conditions to closing, we intend to sell our intellectual property, substantially consisting of our Voraxial patents, marks, software and copyrights, to the Purchasers in consideration of up to $4,000,000, of which $3,000,000 is payable at closing and $1,000,000 payable upon the completion of both 1) the complete transfer of the intellectually property to Purchasers and 2) the provision by the Company of transition information, assets and services to Purchasers, which is estimated to be approximately 12 months from the closing date. In addition, following the closing we shall receive a worldwide, royalty-free license from the Purchasers, to make, use, sell, offer for sale, and import products and processes embodying the intellectual property outside the oil-and-gas market.  In addition, the Company and the Purchasers, upon the closing of the agreement, shall enter into a supply agreement for certain manufacturing rights.

The agreement contains representations, warranties and covenants of the parties customary for a transaction of this type. Each party's obligation to consummate the transaction is subject to customary closing conditions and the condition that all representations and warranties, including a representation that no material adverse change has occurred, are true and correct on the date of closing as if made on such date. We anticipate completing the transaction on or about June 1, 2017, following a special meeting of our shareholders to be held on May 31, 2017, subject to our shareholders approving the Technology Purchase Agreement and satisfying other conditions to closing. The agreement is subject to customary termination provisions and, in addition, may be terminated by the Company or the Purchasers if specified closing conditions have not been fulfilled by May 30, 2017, unless the terminating party has failed to comply with or perform its covenants and obligations in the agreement at the time of such termination.

In addition to the proceeds from the sale of our intellectual property, our management believes that the agreement will provide for the potential increase of revenues through the sale of Voraxial Separators to the Purchasers while enabling us the opportunity to possibly leverage future increased sales in the oil and gas market to penetrate the sale and use of licensed Voraxial products to other industries, including, but not limited to mining, sewage and wastewater. We are also entering into the agreement because of the historical and current challenges we have experienced in introducing the Voraxial products to the oil and gas market.

Results of Operations for the Three Months ended March 31, 2017 and 2016:

Our revenues increased by $37,413 or approximately 69% to $91,351 for the three months ended March 31, 2017 as compared to $53,938 for the three months ended March 31, 2016.  The Company believes the nominal revenues for each period reflects the continued weakness in the oil and gas market conditions.The decreased oil prices from its recent peak of above $100 per barrel in 2014 to the lows of under $30 per barrel in early 2016 has created a difficult environment as companies within the oil industry that we consider potential customers have significantly reduced capital expenditures. Similar to other companies in the industry, we have decreased our marketing budget and limited our participation in conferences and tradeshows. We believe there is a market for our Voraxial Separator as the dissemination of data from previously installed Voraxials is creating an increase awareness and interest for the Voraxial from potential strategic companies. We continue to build relationships with oil services companies, representatives and oil exploration and production companies and believe these relationships will increase revenues. The

 

 

majority of revenues in 2017 and 2016 were a result of sales of the Voraxial Separator and auxiliary equipment and parts, and the remaining revenues were from lease orders and trials for customers interested in buying the Voraxial Separator. The drop in oil prices may delay certain projects and decrease revenue potential in the near term. 

Our cost of goods increased by 100% to $24,159 for the three months ended March 31, 2017 as compared to $0 for the three months ended March 31, 2016. This increase is due to the models sold during the three month period ended March 31, 2017 as compared to the different models shipped and the difference in sold and lease projects during the three months ended March 31, 2016. Our cost of goods continues to be reviewed by management in an effort to obtain the best available pricing while maintaining high quality standards.

Total costs and expenses decreased by $4,690 or approximately 2% from $194, 823 to $190,133 for the three months ended March 31, 2016 to $190,133 for the three months ended March 31, 2017.  The decrease was due to decreased in professional fees of $8,095 and decrease in payroll expense of $3,506 for the three months ended March 31, 2017 as compared to the three months ended March 31, 2016.  These decreases are primarily due to a reduction in salary and marketing expense which are reflective of our continued limited sales.  The decrease was partially offset by an increase in general and administrative expenses of $6,911 for the three months ended March 31, 2017 as compared to the three months ended March 31, 2016, as we incurred additional G&A expenses in connection with the proposed Technology Purchase Agreement and related transactions.  We expect expenses to increase during the three months ended June 30, 2017 in the event we complete the Technology Purchase Agreement.

Liquidity and Capital Resources:

Cash at March 31, 2017 was $93,646. Working capital deficit at March 31, 2017 was $2,231,310 as compared to working capital deficit at December 31, 2016 of $2,099,833. At March 31, 2017, we had an accumulated deficit of $17,197,450.

We believe that including our current cash resources and anticipated revenue to be generated by sales and/or leases of our Voraxial Separators, including the completion of the Technology Purchase Agreement, we will have sufficient resources to continue business operations for the next twelve months. To the extent that these resources are not sufficient to sustain current operating activities and we do not complete the Technology Purchase Agreement, we may need to seek additional capital, or adjust our operating plan accordingly. If we fail to raise additional funds when needed, or do not have sufficient cash flows from sales, we may be required to scale back or cease operations, sell or liquidate our assets and possibly seek bankruptcy protection. The accompanying consolidated financial statements do not include any adjustments that may result from the outcome of this uncertainty.

On December 29, 2016, we entered into a termination, assignment, settlement and general release agreement with an inventor named on certain Company patents and party to a use agreement with the Company.  Under the release agreement the parties agreed to mutual releases and the inventor agreed to (1) terminate the use agreement and all rights to the patents and (2) assign any remaining rights to the patents to the Company (the "Termination, Release and Assignment").  In the event the Company fails to pay the inventor $45,000 on or before June 29, 2017, the inventor may void the Termination, Release and Assignment.

On January 16, 2017, the Company's chief executive officer advanced the Company $7,000 for working capital. The advance is repayable by the Company on demand.

On February 3, 2017, the Company received an advance of $150,000 from a third party investor pursuant to a $165,000 discounted promissory note.  The company shall pay interest to the noteholder on the principal face amount of $165,000 at a rate of 2.5% per month in the event the note is not repaid on or before May 31, 2017.  In addition, in consideration of the advance, the Company issued the third party 50,000 shares of the Company's common stock. Proceeds from the advance have been used to satisfy working capital requirements.

As disclosed above, on March 13, 2017, we entered into a Technology Purchase Agreement with Schlumberger Technology Corporation, a Texas corporation, Schlumberger Canada Limited, a Canadian entity, and Schlumberger B.V., an entity organized under the laws of the Netherlands.

Under the agreement, subject to conditions to closing, the Company shall sell its intellectual property, substantially consisting of its Voraxial patents, marks, software and copyrights, to the Purchasers in consideration of up to $4,000,000, of which $3,000,000 is payable at closing and $1,000,000 payable upon the completion of both 1) the complete transfer of the intellectually property to Purchasers and 2) the provision by the Company of transition information, assets and services to Purchasers, which is estimated to be approximately 12 months from the closing date. In addition, following the closing the Company shall receive a worldwide, royalty-free license from the Purchasers, to make, use, sell, offer for sale, and import products and processes embodying the intellectual property outside the oil-and-gas market.  In addition, the Company and the Purchasers, upon the closing of the agreement, shall enter into a supply agreement for certain manufacturing rights.

In addition to the proceeds from the sale of our intellectual property, in the event we complete the agreement we are retaining certain rights to manufacture the Voraxial within the oil and gas market for the Buyer for a period of three years, which we believe will substantially increase our revenues from the oil and gas market. We are also obtaining royalty-free licenses to the Intellectual Property for all other industries outside of the oil and gas markets and we intend to pursue sales of the Voraxial products in other markets. We believe our potential success in the oil and gas market via this transaction may help us achieve greater revenues in other markets such as mining, sewage and wastewater.  Additionally, as we are retaining our manufacturing equipment, we believe we will continue to increase our revenues from machining projects from customers outside of the Voraxial market.  We are also entering into the agreement because of the historical and current challenges we have experienced in introducing the Voraxial products to the oil and gas market.  We have limited life remaining on our patents to penetrate the market and believe this is the best option to maximize shareholder value.  Further, in our efforts to introduce this technology to the market, we have incurred net losses for the past five fiscal years, expect to continue to incur losses and have insufficient cash flow from operations to continue without raising additional capital from investors.  It is our board's belief that we would need at least $3.0 million in funds to continue operations through the next two years to support sales efforts and to withstand the continued uncertainty in the oil industry. Our inability to obtain financing on reasonable terms to continue to fund operations makes it difficult to enter the oil and gas market.  In the absence of the proposed agreement or a substantial and sustained improvement in an unfavorable oil industry economy, it was unlikely that we would have adequate liquidity to continue as a going concern which, taking into account all of the foregoing, would be reasonably likely to result in the insolvency, bankruptcy, or voluntary or involuntary liquidation of our company.

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.

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 March 31, 2017.  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 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 March 31, 2017 based on the 2013 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 March 31, 2017, 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.

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 issued the following unregistered equity securities:

On February 3, 2017, the Company received an advance of $150,000 from a third party investor pursuant to a $165,000 discounted promissory note.  The company shall pay interest to the noteholder on the principal face amount of $165,000 at a rate of 2.5% per month in the event the note is not repaid on or before May 31, 2017.  As additional consideration for the advance, the Company issued the third party 50,000 shares of the Company's common stock. Proceeds from the advance have been used to satisfy working capital requirements. The certificate representing the shares of common stock contains a legend restricting its transferability absent registration or applicable exemption. The securities were issued under the exemption from registration provided by Section 4(a)(2) of the Securities Act  of 1933, as amended.

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

10.1	Promissory Note dated February 3, 2017 (previously filed as exhibit to Form 10-K Annual Report for the year ended December 31, 2016)
10.2	Technology Purchase Agreement dated March 13, 2017 (previously filed as Exhibit 10.1 to Form 8-K Current Report Filed on March 15, 2017)
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 March 31, 2017 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.
 

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:  May 19, 2017

 

 

 

 

 

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