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EX-32.1 - CERTIFICATION OF CHIEF EXECUTIVE OFFICER AND PRINCIPAL FINANCIAL OFFICER - ENVIRO VORAXIAL TECHNOLOGY INCex32-1.htm
EX-31.1 - CERTIFICATION OF CHIEF EXECUTIVE OFFICER - ENVIRO VORAXIAL TECHNOLOGY INCex31-1.htm
EX-31.2 - CERTIFICATION OF PRINCIPAL FINANCIAL OFFICER - ENVIRO VORAXIAL TECHNOLOGY INCex31-2.htm
U.S. SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
 
Amendment No. 1
to
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 June 30, 2011
 
[   ] TRANSITION REPORT UNDER SECTION 13 OR 15(d) OF THE EXCHANGE ACT
 
For the transition period from _____________ to ______________
 
Commission File Number: 0-27445
 
Enviro Voraxial Technology, Inc.
(Exact name of Small Business Issuer as specified in its Charter)

 IDAHO   82-0266517
(State or other jurisdiction of
incorporation or organization)
(I.R.S. Employer
Identification No.)
 
       
821 NW 57th Place, Fort Lauderdale, Florida 33309
(Address of principal executive offices)
 
(954) 958-9968
(Issuer's telephone number)

________________________________________________
(Former Name, former address and former fiscal year, if changed since last Report.)
 
Check mark whether the Issuer (1) has filed all reports  required to be filed by Section 13 or 15 (d) of the  Securities  Exchange Act of 1934 during the past 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing  requirements for the past 90 days.  Yes  x   No  £
 
Indicate by check mark whether the registrant has submitted electronically and posted on its corporate web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T during the preceding 12 months (or such shorter period that the registrant was required to submit and post such files).  Yes £  No £
 
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company.  See the definitions of “large accelerated filer,” “accelerated filer” and “smaller reporting company” in Rule 12b-2 of the Exchange Act.
 
Large accelerated filer £                                                                                                Accelerated filer £
 
Non-accelerated filer   £  (Do not check if a smaller reporting company)                        Smaller reporting company x
 
Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act).  Yes £   No x
 
APPLICABLE ONLY TO CORPORATE ISSUERS
 
State the number of shares outstanding of each of the issuer's classes of common equity, as of the latest practicable date: As of August 23 2011, the Company had 32,365,497 shares of our Common Stock outstanding.
 

 
EXPLANATORY NOTE

This Amendment No. 1 on Form 10-Q/A (the “Amendment”) amends the Quarterly Report on Form 10-Q of Enviro Voraxial Technology, Inc., for the quarter ended June 30, 2011, originally filed with the Securities and Exchange Commission (“SEC”) on August 22, 2011 (the “Original Filing”). We are in part filing the Amendment because our auditors have advised us that at the time of the Original Filing they had not completed their review of the financial statements. The Company has restated deferred compensation.  As a result of these restatements to our financial statements for the three months and six months ended June 30, 2011, we are filing the Amendment to reflect the changes to our financial statements necessitated by these restatements.
 
Please see Note F to the financial statements included in the Amendment for the most significant change from the Original Filing.

Furthermore, the Amendment provides Exhibit 101 to the Form 10-Q in accordance with Rule 405 of Regulation S-T. Exhibit 101 to this report provides the consolidated financial statements and related notes from the Form 10-Q formatted in XBRL (eXtensible Business Reporting Language).
 
Pursuant to Rule 406T of Regulation S-T, the interactive data files on Exhibit 101 hereto are deemed not filed or part of a registration statement or prospectus for purposes of Sections 11 or 12 of the Securities Act of 1933, as amended, are deemed not filed for purposes of Section 18 of the Securities Exchange Act of 1934, as amended, and otherwise are not subject to liability under those sections.
 
In accordance with Rule 12b-15 under the Securities Exchange Act of 1934, as amended, this Amendment includes updated certifications from the Registrant’s Chief Executive Officer and Chief Financial Officer.
 

 
INDEX
 
 
PART I. CONSOLIDATED FINANCIAL INFORMATION  3
   
Item 1.
Financial Statements. (Unaudited)
 3
       Consolidated Balance Sheets  3
       Consolidated Statements of Operations   4
       Consolidated Statements of Cash Flows  5
       Notes to Condensed Consolidated Financial Statements  6
Item 2.
Management's Discussion and Analysis of Financial Condition and Plan of Operations
 12
Item 3.
Quantitative and Qualitative Disclosures About Market Risk
 16
Item 4.
Controls and Procedures
 16
     
PART II. OTHER INFORMATION                                                                                                                                           
     19
Item 1.
Legal Proceedings
 
Item 1A.
Risk Factors
 19
Item 2.
Unregistered Sales of Equity Securities and Use of Proceeds
 19
Item 3.
Defaults Upon Senior Securities
 19
Item 4.
(Removed)
 19
Item 5.
Other Information
 19
Item 6.
Exhibits
 19
     
Signatures
 20
 

 
2

 
PART I.
CONSOLIDATED FINANCIAL INFORMATION
 
Item 1.  
Financial Statements.
 
ENVIRO VORAXIAL TECHNOLOGY, INC. AND SUBSIDIARY
CONSOLIDATED  BALANCE SHEETS
         
         
   
June 30,
 
December 31,
   
2011
 
2010
ASSETS
      (Unaudited)    
         
CURRENT ASSETS:
       
      Cash and cash equivalents
 
 $         153,315
 
 $      442,812
      Accounts receivable
 
           607,500
 
         277,636
      Inventory
 
           468,228
 
         206,563
         
        Total current assets
 
         1,229,043
 
         927,011
         
 FIXED ASSETS, NET
 
147,020
 
158,329
         
 OTHER ASSETS
 
13,695
 
13,695
         
    Total assets
 
 $      1,389,758
 
 $   1,099,035
         
         
 LIABILITIES AND SHAREHOLDERS' EQUITY
       
         
 CURRENT LIABILITIES:
       
       Accounts payable and accrued expenses
 
 $         787,290
 
 $      423,083
       Customer deposits
 
           270,610
 
         564,000
       Current portion of note payable
 
41,476
 
30,836
         
        Total current liabilities
 
         1,099,376
 
      1,017,919
         
 
       
   LONG TERM NOTE PAYABLE
 
10,930
 
41,028
         
        Total liabilities
 
         1,110,306
 
      1,058,947
         
 COMMITMENTS AND CONTINGENCIES
       
         
 SHAREHOLDERS' EQUITY:
       
 Common stock, $.001 par value, 42,750,000 shares authorized;
   
      31,590,497 shared issued and outstanding as of June 30, 2011 and December 31, 2010, respectively
31,591
 
31,591
 Additional paid-in capital
 
13,479,038
 
13,479,038
  Deferred compensation
 
(568,909)
 
(764,805)
  Accumulated deficit
 
(12,662,268)
 
(12,705,736)
         
        Total shareholders' equity
 
           279,452
 
           40,088
         
 Total liabilities and shareholders' equity
 
 $      1,389,758
 
 $   1,099,035
 
The accompanying notes are an integral part of the consolidated financial statements
 
3

 

ENVIRO VORAXIAL TECHNOLOGY, INC. AND SUBSIDIARY
   
 CONSOLIDATED STATEMENTS OF OPERATIONS
   
   (Unaudited)    
               
               
 
Three Months Ended June 30,
    Six Months Ended June 30,
 
2011
 
2010
 
2011
 
2010
               
               
Revenues
 $         699,415
 
 $           77,401
 
 $   1,423,270
 
 $     116,401
               
Cost of goods sold
            239,123
 
              17,048
 
            484,970
 
              17,048
               
Gross profit
            460,292
 
              60,353
 
            938,300
 
              99,353
               
Costs and expenses:
             
      General and administrative
            249,531
 
            215,688
 
            498,131
 
            325,124
       Stock based compensation
              97,948
 
            229,966
 
            195,896
 
            243,299
      Research and development
              81,924
 
            244,756
 
            197,433
 
            355,744
               
                 Total costs and expenses
            429,403
 
            690,410
 
             891,490
 
            924,167
               
Income (Loss) from operations
              30,889
 
           (630,057)
 
              46,840
 
            (824,814)
               
Other expenses:
             
       Interest expense
              (1,912)
 
              (2,052)
 
              (3,372)
 
               (4,287)
               
              Total other expense
              (1,912)
 
              (2,052)
 
              (3,372)
 
              (4,287)
               
Net Income (Loss)
 $          28,977
 
 $        (632,109)
 
               $   43,468
 
           $    (829,101)
               
Weighted average number of common shares
         
   outstanding-basic and diluted
27,201,762
 
        26,533,104
 
27,201,762
 
        26,023,325
               
Loss per common share - basic and diluted     
  $                (*)
   $             (0.02)  
$           *
 
$         (0.03)
               
  * Less than $0.01, per share 
 
           
 
 
The accompanying notes are an integral part of the consolidated financial statements

 
4

 

ENVIRO VORAXIAL TECHNOLOGY, INC. AND SUBSIDIARY
CONSOLIDATED STATEMENTS OF CASH FLOWS
     (Unaudited)
         
         
   
Six Months Ended June 30,
   
2011
 
2010
         
Cash Flows From Operating Activities:
       
Net Income (loss)
 
  $           43,468
 
 $      (829,101)
Adjustments to reconcile net income (loss) to net
       
  cash used by operating activities:
       
      Depreciation
 
               11,309
 
             11,324
       Stock-based compensation
 
              195,896
 
              256,632
Changes in assets and liabilities:
       
      Accounts receivable
 
           (329,864)
 
           (19,500)
      Inventory
 
           (261,665)
 
           (12,648)
      Accounts payable and accrued expenses
 
               70,817
 
           278,527
         
      Net cash used in operating activities
 
           (270,039)
 
         (314,766)
         
Cash Flows From Financing Activities:
       
      Repayments toward notes payable
 
             (19,458)
 
           (17,878)
      Proceeds from sales of common stock
 
                      -
 
           419,000
         
      Net cash (used in ) provided by financing activities
 
             (19,458)
 
           401,122
         
         Net increase (decrease) in cash and cash equivalents
 
           (289,497)
 
             86,356
         
         Cash and cash equivalents, beginning of period
 
             442,812
 
             59,110
         
         Cash and cash equivalents, end of period
 
 $          153,315
 
 $        145,466
         
Supplemental Disclosures
       
         
         Cash paid during the year for interest
 
 $              3,371
 
 $            4,293
         
         Non-cash investing and financing activities:
       
         
         Common stock issued for conversion of
       
              accrued salary
 
 $                     -
 
 $     1,739,000
         
The accompanying notes are an integral part of the consolidated financial statements

 
5

 
ENVIRO VORAXIAL TECHNOLOGY, INC.
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
JUNE 30, 2011

(unaudited)

NOTE A - ORGANIZATION AND OPERATIONS
 
Organization
 
Enviro Voraxial Technology, Inc. (the “Company”) was incorporated in Idaho on October 19, 1964, under the name Idaho Silver, Inc. In May of 1996, the Company 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.
 
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(R) 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, mining, manufacturing, waste-to-energy and food processing industry.
 
FPA is the wholly-owned subsidiary of the Company and is used to manufacture, assemble and test the Voraxial Separator.
 
NOTE B - GOING CONCERN
 
The Company has experienced net losses, has negative cash flows from operating activities, and has to raise capital to sustain operations. There is no assurance that the Company's sales and marketing efforts will be successful enough to achieve a level of revenue sufficient to provide cash inflows to sustain operations. These conditions create uncertainties as to the Company’s ability to continue as a going concern; however the Company has begun commercializing the Voraxial and is experiencing an increase in revenues that is forecast to continue throughout 2011.  The Company will continue to require the infusion of capital until operations become profitable.  During the remainder of 2011, the Company anticipates seeking additional capital for growth and increasing sales of the Voraxial Separator. As a result of the above, the accompanying consolidated financial statements have been prepared assuming that the Company will continue as a going concern. The unaudited condensed consolidated financial statements do not include any adjustments that might result from the outcome of this uncertainty.
 
NOTE C - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
 
Interim Financial Statements
 
The interim financial statements presented herein have been prepared pursuant to the rules and regulations of the Securities and Exchange Commission (“SEC”). Certain information and footnote disclosures normally included in financial statements prepared in accordance with accounting principles generally accepted in the United States of America have been condensed or omitted pursuant to such rules and regulations. The interim financial statements should be
 
 
6

 
ENVIRO VORAXIAL TECHNOLOGY, INC.
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
JUNE 30, 2011

(unaudited)


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, 2010 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 June 30, 2011 and the related operating results and cash flows for the interim period presented have been made. The results of operations, for the period presented are not necessarily indicative of the results to be expected for the year.
 
Principles of Consolidation
 
The consolidated financial statements include the accounts of the parent company and its wholly-owned subsidiary. All significant intercompany accounts and transactions have been eliminated.
 
Estimates
 
The preparation of consolidated financial statements in conformity with accounting principles generally accepted in the United States of America requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosures of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenue and expenses during the reporting period. Actual results may differ.
 
Revenue Recognition
 
The Company recognizes revenue 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, which is when the title passes to the customer. The Company recognizes revenue from the short term rental of equipment, ratably over the life of the agreement, which is usually three to nine months. As of the quarter ended June 30, 2011 the Company did not recognize any revenue related to short term rental of equipment.
 
Fair Value of Instruments
 
The carrying amounts of the Company's financial instruments, including cash and cash equivalents, accounts receivable,  accounts payable and accrued expenses approximate their fair value because of their relatively short-term nature.
 
 
 
7

 
ENVIRO VORAXIAL TECHNOLOGY, INC.
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
JUNE 30, 2011

(unaudited)


Cash and Cash Equivalents
 
The Company considers all highly liquid investments with a maturity of three months or less at the date of purchase to be cash equivalents. The Company maintains its cash balances with various financial institutions. Balances at these institutions may at times exceed the Federal Deposit Insurance Corporate limits.
 
Inventory
 
Inventory, which primarily consists of finish goods and components used in the Company’s products, is stated at the lower of cost or market using the first-in first-out (FIFO) method.
 
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 June 30, 2011, there were no such components held by third parties.
 
Fixed Assets
 
Fixed assets are stated at cost less accumulated depreciation. The cost of maintenance and repairs is expensed to operations as incurred. Depreciation is computed by the straight-line method over the estimated economic useful life of the assets (5-10 years). Gains and losses recognized from the sales or disposal of assets is the difference between the sales price and the recorded cost less accumulated depreciation less costs of disposal.
 
Net Loss Per Share
 
Basic and diluted loss per share has been computed by dividing the net loss available to common stockholders by the weighted average number of common shares outstanding. The warrants and stock options have been excluded from the calculation since they would be anti-dilutive.
 
Such equity instruments may have a dilutive effect in the future and include the following potential common shares:
 
 
     Warrants   2,024,982    
    Stock options     9,250,000    
   11,274,982    
 
 
 
 
 
 
 
8

 
ENVIRO VORAXIAL TECHNOLOGY, INC.
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
JUNE 30, 2011

(unaudited)
 

Income Taxes
 
Deferred income taxes are recognized for the tax consequences in future years of differences between the tax bases of assets and liabilities and their financial reporting amounts based on enacted tax laws and statutory tax rates applicable to the periods in which the differences are expected to affect taxable income. Valuation allowances are established when necessary to reduce deferred tax assets to the amount expected to be realized.
 
The Company and its subsidiary file separate federal tax returns. Certain tax years are subject to examination by the Internal Revenue Service and certain state taxing authorities. The Company does not believe there would be any material adjustment upon such examination.
 
Research and Development Expenses
 
Research and development costs, which includes travel expenses, consulting fees, subcontractors and salaries are expensed as incurred.
 
Advertising Costs
 
Advertising costs are expensed as incurred and are included in general and administrative expenses.
 
Stock-Based Compensation 
 
The Company recognizes compensation expense for all share-based payment awards made to employees and others based on the fair values of the shares on the date of the grant. Common stock equivalents are valued using the Black-Scholes Option-Pricing Model using the market price of our common stock on the date of valuation, an expected dividend yield of zero, the  remaining period or maturity date of the common stock equivalent and the expected volatility of our common stock. Stock-based compensation is amortized over the service period.
 
NOTE D – RECENT ACCOUNTING PRONOUNCEMENTS
 
Management does not believe that any recently issued, but not yet effective accounting pronouncements, if adopted, would have a material effect on the accompanying financial statements.

NOTE E - RELATED PARTY TRANSACTIONS
 
For the six months ended June 30, 2011, the Company incurred consulting expenses to  its chief executive officer of the Company $76,250, of which $32,000 has been paid during the six months ended June 30, 2011. As of June 30, 2011, $95,000 is owed to the chief executive officer and has been included in accounts payable and accrued expenses.
 
For the six months ended June 30, 2011, the Company incurred salary expenses to its chief operating officer of  $76,250, of which none has been paid during the six months ended June 30, 2011. As of June 30, 2011, $127,000 is owed to the chief operating officer and has been included in accounts payable and accrued expenses.
 
 
9

 
ENVIRO VORAXIAL TECHNOLOGY, INC.
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
JUNE 30, 2011

(unaudited)

NOTE F - CAPITAL TRANSACTIONS
 
Common stock
 
During the six month period ended June 30, 2010, the Company sold an aggregate of 200,000 shares of common stock and warrants to purchase an aggregate of 100,000 shares of common stock for $50,000, $0.25, per share, to three investors.  The warrants are exercisable at $0.60, per share, for a period of one year from the date of issuance.
 
During the six months ended June 30, 2010, the Company issued an aggregate of 190,000 shares of common stock to two consultants in consideration for marketing services.   The shares were valued using the fair value of the shares on the date of issuance, of $.51 per share, for a total of $96,900.
 
Effective April 30, 2010, the Company issued an aggregate of 2,700,000 shares of common stock to employees and a consultant for an aggregate of $1,026,000, $.38, per share, including 1,600,000 shares to officers. These shares are subject to forfeiture if the employees and consultant are no longer with the Company, as follows:
 
    January 31, 2012  2,700,000    
    January 31, 2013  1,800,000    
    January 31, 2015  900,000    
 
As of April 1, 2011, the Company discovered an error in the amortization of the stock based compensation and, as a result has restated deferred compensation to $666,857, an increase of $26,346, as of March 31, 2011 (and to $764,805, a decrease of $90,195 as of December 31, 2010).
 
For the three and six months ended June 30, 2010, the effect on net loss was as follows:
 
     Three Months     Six Months  
    As originally reported     ($566,810)    ($763,802)  
    Adjustment     (65,299)     (65,299)  
    As restated     ($632,109)    ($829,101)  

For the year ended December 31, 2010, the effect on net loss was as follows:
 
    As originally reported         ($1,687,814)  
    Adjustment          (90,195)  
    As restated         ($1,778,009)  
 
Warrants
 
In October 2010, the Company extended the exercisable life of certain warrants issued to investors to purchase an aggregate of 1,033,333 shares of common stock issued in 2002 for a period of one year. The extended warrants expire in October 2011.  The purchase price of these warrants ranged from $1.00 - $1.25, per share. The Company calculated the fair value of the extended warrants by using the Black-Scholes option-pricing model with the following weighted average assumptions: no dividend yield for all the years; expected volatility of 55%; risk-free interest rate of 5% and an expected life of one year.
 
 
10

 
ENVIRO VORAXIAL TECHNOLOGY, INC.
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
JUNE 30, 2011

(unaudited)
NOTE G - INCOME TAXES
 
As of June 30, 2011, management has evaluated and concluded that there are no significant uncertain tax positions required recognition in the Company's consolidated financial statements.
 
NOTE H - SUBSEQUENT EVENTS

On July 28, 2011, the Company sold 400,000 shares of common stock and warrants to purchase 200,000 shares of common stock, exercisable at $.60 per share, for total proceeds of $100,000.

On July 28, 2011, the Company entered into a consulting agreement with a company and an individual in exchange for 300,000 shares of common stock.
 
On July 28, 2011, the Company entered into an Agreement with a company to provide financial advisory services in exchange for 75,000 shares of restricted common stock.  
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
11

 

Item 2.  
Management's Discussion and Analysis of Financial Condition and Results of Operations
 
General
 
Forward-Looking Statements
 
The following discussion of the financial condition and results of operations should be read in conjunction with our consolidated financial statements and related notes thereto.  The following discussion contains forward-looking statements.  Enviro Voraxial Technology, Inc. is referred to herein as “the Company”, “we” or “our.”  The words or phrases “would be,” “will allow,” “intends to,” “will likely result,” “are expected to,” “will continue,” “is anticipated,” “estimate,” “project,” or similar expressions are intended to identify “forward-looking statements”.  Such statements include those concerning our expected financial performance, our corporate strategy and operational plans.  Actual results could differ materially from those projected in the forward-looking statements as a result of a number of risks and uncertainties.  Statements made herein are as of the date of the filing of this Form 10-Q with the Securities and Exchange Commission and should not be relied upon as of any subsequent date.  Unless otherwise required by applicable law, we do not undertake, and we specifically disclaim any obligation, to update any forward-looking statements to reflect occurrences, developments, unanticipated events or circumstances after the date of such statement.
 
Application of Critical Accounting Policies
 
The Company’s consolidated condensed financial statements have been prepared in accordance with accounting principles generally accepted in the United States of America.  Certain accounting policies have a significant impact on amounts reported in the financial statements.  A summary of these significant accounting policies can be found in Note C to the Company’s financial statements in the Company’s 2010 Annual Report on Form 10-K.  The Company has not adopted any significant new policies during the quarter ended June 30, 2011.
 
Among the significant judgments made in preparation of the Company’s financial statements are the determination of the allowance for receivables and inventory. 
 
Overview
 
Enviro Voraxial Technology, Inc. (the “Company”) was incorporated in Idaho on October 19, 1964, under the name Idaho Silver, Inc.  In May of 1996, we entered into an agreement and plan of reorganization with Florida Precision Aerospace, Inc., a privately held Florida corporation (“FPA”), and its shareholders.  FPA was incorporated on February 26, 1993. 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
 
 
12

 
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.  We believe that this technology could have an immediate impact on the cleanup of the oil spill in the Gulf of Mexico.
 
Results of Operations for the Three Months ended June 30, 2011 and 2010:
 
Revenue
 
Our revenues increased to $699,415 or approximately 804% for the three months ended June 30, 2011 as compared to $77,401 for the three months ended June 30, 2010.  The increase in revenues reflects a growing demand of our Voraxial Separators, specifically in the oil exploration and production markets.  Our customers include Fortune 100 companies, national oil companies and smaller entities as well.  We believe the demand for the Voraxial will continue to increase in 2011 and 2012 as the Company is receiving a higher volume of inquires and request for proposals.  We continue to believe the markets for the Voraxial® Separator are developing as companies with high volume water separation problems are becoming aware of the Voraxial.  Interest and request for proposals for applications in other markets are also increasing, specifically from the bio-fuel, oil reclamation, mining and oil spill.  This may result in more revenue generating opportunities for the Company from various market segments.  The Company continues to focus on its sales and marketing program for the Voraxial Separator and management believes such efforts will result in continuing increasing revenues in 2011 and 2012.
 
The Company is currently working on numerous opportunities with customers for refinery, oil spill and produced water applications.  We believe some of these opportunities will result in additional purchase orders in fiscal year 2011 and 2012.  The projects include the Voraxial 2000 Separator, Voraxial 4000 Separator, Voraxial 8000 Separator and multiple versions of the Voraxial Separator Skid.  We are in discussions to sign representative agreements with oil service companies to promote the Voraxial.  The Company continues to focus on its sales and marketing program for the Voraxial Separator and management believes such efforts will result in increasing revenues.
 
Cost of Goods
 
Our cost of goods increased to $239,123 for the three months ended June 30, 2011 as compared to $17,048 for the three months ended June 30, 2010.  This increase is due to the increase in sales during the three months ended June 30, 2011.  Our cost of goods continues to be reviewed by management in an effort to obtain the best available pricing while maintaining high quality standards.
 
 
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Research and Development Expenses
 
Research and Development expenses decreased by $162,832 or approximately 66% to $81,924 for the three months ended June 30, 2011, as compared to $244,756 for the comparable three months ended June 30, 2010.  The Company experienced a greater R&D expense in 2010 due to the oil spill resulted from the failed British Petroleum platform in the Gulf of Mexico.  As the Company has finalized the development of the Voraxial Separator, research and development expenses have decreased.  R&D expense this quarter was related to the $1.4 million Wendy Schmidt Oil Cleanup X CHALLENGE. We manufactured and shipped the Voraxial 8000 Oil Spill Recovery System to OHMSETT, The National Oil Spill Response Research & Renewable Energy Test Facility – in Leonardo, NJ, USA, to compete in this competition. EVTN is among the last 10 companies that have reached the final phase of the competition from more than 350 original contenders. The X PRIZE Foundation, the leading nonprofit organization solving the world’s Grand Challenges through creating and managing large-scale, global incentivized competitions, developed this X CHALLENGE to inspire entrepreneurs, engineers and scientist worldwide to develop innovative, rapidly deployable and highly efficient methods of capturing crude oil from the ocean surface.
 
General and Administrative Expenses
 
General and Administrative expenses, in combination with stock based compensation, decreased by $98,175 or approximately 22% to $347,479 for the three months ended June 30, 2011 from $445,654 for the three months ended June 30, 2010.  Our G&A expenses decreased due to the concerted efforts of our sales and marketing activity in the oil exploration and production industry.    
 
Net Income
 
As a result of the increase in revenue, net income increased  to $28,977 for the three months ended June 30, 2011 as compared to a net loss of $632,109 for the three months ended June 30, 2010.
 
Results of Operations for the Six Months ended June 30, 2011 and 2010:
 
Revenue
 
Our revenues increased by 1100% to $1,423,270 for the six months ended June 30, 2011 as compared to $116,401 for the six months ended June 30, 2010.  The increase in revenues reflects a growing demand of our Voraxial Separators, specifically in the oil exploration and production markets.  Our customers include Fortune 100 companies, national oil companies and smaller entities as well.  We believe the demand for the Voraxial will continue to increase in 2011 and 2012 as the Company is receiving a higher volume of inquiries and request for proposals.  We continue to believe the markets for the Voraxial® Separator are developing as companies with high volume water separation problems are becoming aware of the Voraxial.  Interest and request for proposals for applications in other markets are also increasing, specifically from the bio-fuel, oil reclamation, mining and oil spill.  This may result in more revenue generating opportunities for the Company from various market segments.  The Company continues to focus
 
 
 
 
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on its sales and marketing program for the Voraxial Separator and management believes such efforts will result in continuing increasing revenues in 2011 and 2012.
 
Cost of Goods
 
Our cost of goods increased to $484,970 for the six months ended June 30, 2011 as compared to $17,048 for the six months ended June 30, 2010.  This increase is due to the increase in sales during the six months ended June 30, 2011.  Our cost of goods continues to be reviewed by management to guarantee the best available pricing while maintaining high quality standards.
 
Research and Development Expenses
 
Research and development expenses decreased by $158,311 or approximately 44% to $197,433 for the six months ended June 30, 2011, as compared to $355,744 for the six months ended June 30, 2010.  The Company experienced a greater R&D expense in 2010 due to the oil spill resulted from the failed British Petroleum platform in the Gulf of Mexico.  As the Company has finalized the development of the Voraxial Separator, research and development expenses have decreased.  R&D expense this quarter was related to the $1.4 million Wendy Schmidt Oil Cleanup X CHALLENGE. We manufactured and shipped the Voraxial 8000 Oil Spill Recovery System to OHMSETT, The National Oil Spill Response Research & Renewable Energy Test Facility – in Leonardo, NJ, USA, to compete in this competition. EVTN is among the last 10 companies that have reached the final phase of the competition from more than 350 original contenders. The X PRIZE Foundation, the leading nonprofit organization solving the world’s Grand Challenges through creating and managing large-scale, global incentivized competitions, developed this X CHALLENGE to inspire entrepreneurs, engineers and scientist worldwide to develop innovative, rapidly deployable and highly efficient methods of capturing crude oil from the ocean surface.
 
General and Administrative Expenses
 
General and administrative expenses, in combination with stock based compensation, increased by $125,604 or approximately 22% to $694,027 for the six months ended June 30, 2011 from $568,423 for the six months ended June 30, 2010.  The increase was primarily due to the increased expenses associated with the marketing of the Voraxial Separator.
 
Net Income (Loss)
 
As a result of the increase in revenue, net income increased  to $43,468 for the six months ended June 30, 2011, as compared to a net loss of $829,101 for the six months ended June 30, 2010.

Liquidity and Capital Resources:
 
Cash at June 30, 2011 was $153,315.  Working capital at June 30, 2011 was $129,667 as compared to a working capital deficit at December 31, 2010 of $ 90,908.
 
 
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At June 30, 2011, the Company had an accumulated deficit of $12,662,268. We anticipate generating positive cash flow from the Voraxial Separator by the end of 2011.  To the extent such revenues and corresponding cash flows do not materialize, we will require infusion of capital to sustain our operations.  We cannot be assured that we will generate revenues or that the level of any future revenues will be self-sustaining.  The Company has funded working capital requirements and intends to fund current working capital requirements through third party financing, including the private placement of securities. We cannot provide any assurances that required capital will be obtained or that terms of such required capital may be acceptable to us.  If the Company is unable to obtain adequate financing, it may reduce its operating activities until sufficient funding is secured or revenues are generated to support operating activities.
 
Continuing Losses
 
We may be unable to continue as a going concern, given our limited operations and revenues and our significant losses to date.  Since 2001, we have encountered greater 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.  In light of these recent developments, we may be unable to continue as a going concern.  The Company has experienced net losses, has a working capital deficit and sustained cash outflows from operating activities and had to raise capital to sustain operations.  There is no assurance that the Company’s developmental and marketing efforts will be successful, that the Company will ever have commercially accepted products, or that the Company will achieve significant revenues.  However, we believe that the exposure received in the past year for the Voraxial Separator has positioned the Company to begin generating sales and supply us with sufficient working capital.  Further, we believe the oil spill in the Gulf of Mexico and immediate need for cleanup solutions will provide the Company with numerous sales opportunities.
 
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.  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 D 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
 
 
 
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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 June 30, 2011.  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 June 30, 2011 based on the criteria established in Internal Control - Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission.  Based on this evaluation, the Chief Executive Officer and Chief Financial Officer concluded that, as of June 30, 2011, 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 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
 
 
17

 
 
limitations include, but are not limited to, the realities that judgments in decision-making can be faulty and that breakdowns can occur because of simple error or mistake.  Additionally, controls can be circumvented by the individual acts of some persons, by collusion of two or more people, or by management override of the control.  The design of any system of controls also is based in part upon certain assumptions about the likelihood of future events and there can be no assurance that any design will succeed in achieving its stated goals under all potential future conditions.  Over time, controls may become inadequate because of changes in conditions, or the degree of compliance with the policies or procedures may deteriorate.  Because of the inherent limitations in a cost-effective control system, misstatements due to error or fraud may occur and not be detected.
 
Changes in Internal Control over Financial Reporting
 
There were no changes to our internal control over financial reporting (as defined in Rules 13a-15(f) and 15d-15(f) under the Exchange Act) that occurred during the period covered by this report that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
18

 
PART II  OTHER INFORMATION
 
Item 1.  
Legal Proceedings
 
      None.
 
Item 1A.  
Risk Factors
 
      Smaller reporting companies are not required to provide the information required by this item.
 
Item 2.  
Unregistered Sales of Equity Securities and Use of Proceeds
 
      None.
 
Item 3.  
Defaults Upon Senior Securities
 
      None.
 
Item 4.  
(Removed)
 
Item 5.  
Other Information
 
      None.
 
Item 6.  
Exhibits
 
   Exhibits required by Item 601 of Regulation S-K                             
 
31.1
Form 302 Certification of Chief Executive Officer
31.2
Form 302 Certification of Principal Financial Officer
32.1
Form 906 Certification of Chief Executive Officer and Principal Financial Officer
101.INS
XBRL Instance Document
101.SCH
XBRL Taxonomy Extension Schema Document
101.CAL
XBRL Taxonomy Extension Calculation Linkbase Document
101.DEF
XBRL Taxonomy Extension Definition Linkbase Document
101.LAB
XBRL Taxonomy Extension Label Linkbase Document
101.PRE
XBRL Taxonomy Extension Presentation Linkbase Document
 
 
 
19

 

SIGNATURE
 
Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned as a duly authorized officer of the Registrant.
 
Enviro Voraxial Technology, Inc.
 
By: /s/ Alberto DiBella                                                                
   Alberto DiBella
   Chief Executive Officer and
   Principal Financial Officer
 

 
DATED:  September 14, 2011
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
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