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EXCEL - IDEA: XBRL DOCUMENT - ENVIRO VORAXIAL TECHNOLOGY INCFinancial_Report.xls
EX-31.2 - RULE 13A-14(A)/15D-4(A) CERTIFICATION OF PRINCIPAL FINANCIAL OFFICER - ENVIRO VORAXIAL TECHNOLOGY INCex31-2.htm
EX-32.1 - SECTION 1350 CERTIFICATION OF PRINCIPAL EXECUTIVE OFFICER - ENVIRO VORAXIAL TECHNOLOGY INCex32-1.htm
EX-32.2 - SECTION 1350 CERTIFICATION OF PRINCIPAL FINANCIAL OFFICER - ENVIRO VORAXIAL TECHNOLOGY INCex32-2.htm
EX-31.1 - RULE 13A-14(A)/15D-4(A) CERTIFICATION OF PRINCIPAL FINANCIAL OFFICER - ENVIRO VORAXIAL TECHNOLOGY INCex31-1.htm
U.S. SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
 
FORM 10-K
 
ANNUAL REPORT UNDER SECTION 13 OR 15 (d) OF THE
SECURITIES EXCHANGE ACT OF 1934
 
For the fiscal year ended December 31, 2011
 
Commission file number 0-27445
 
ENVIRO VORAXIAL TECHNOLOGY, INC.
(Name of Small Business Issuer in its Charter)
 
                 Idaho                                           83-0266517
(State or Other Jurisdiction of             (I.R.S. Employer
Incorporation or Organization)            Identification No.)
 
   821 NW 57th Place, Fort Lauderdale, Florida 33309
(Address of Principal Executive Offices) (Zip Code)
 
(954) 958-9968
(Issuer's Telephone Number)
 
Securities registered under Section 12(b) of the Act:
 
Title of Each Class   Name of Each Exchange on Which Registered
None
 
Securities registered under Section 12(g) of the Exchange Act:
 
Common Stock, $.001 par value
(Title of Class)
 
Indicate by check mark if the registrant is a well-known seasoned issuer, as defined by Rule 405 of the Securities Act.
Yes  o   No x
 
Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or 15(d) of the Act.
Yes  o  No x
 
Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 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 o
 
Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Website, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T (§232-405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files.)
Yes  x No o
 
Indicate by check mark if disclosure of delinquent filers pursuant to Item 405 of Regulation S-K is not contained herein, and will not be contained, to the best of the registrant's knowledge, in definitive proxy or information statements incorporated by reference in Part III of this Form 10-K. o
 
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  o       Accelerated filer o
 
Non-accelerated filer  (Do not check if a smaller reporting company)  o   Smaller reporting company  x
 
Indicate by check mark whether the registrant is a shell company (as defined by Rule 12b-2 of the Exchange Act)
Yes o   No x
 
The aggregate market value of the Company's voting stock held by non-affiliates as of June 30, 2011 was approximately $8,530,799.10 based on the average closing bid and asked prices of such stock on that date as quoted on the Over the-Counter Bulletin Board ($0.30).
 
There were 33,114,497 shares of common stock outstanding as of April 11, 2012.
 

 

Table of Contents
PART I.
   
2
       
Item 1.
Business
 
2
Item 1A.
Risk Factors
 
7
Item 1B.
Unresolved Staff Comments
 
7
Item 2.
Properties
 
7
Item 3.
Legal Proceedings
 
7
Item 4.
Mine Safety Disclosures 
 
8
       
PART II.
   
8
       
Item 5.
Market for Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities
 
8
Item 6.
Selected Financial Data
 
9
Item 7.
Management’s Discussion and Analysis of Financial Condition and Results of Operations
 
9
Item 7A.
Quantitative and Qualitative Disclosures About Market Risk
 
16
Item 8.
Financial Statements and Supplementing Data
 
16
Item 9.
Changes in and Disagreements With Accountants on Accounting and Financial Disclosure
 
16
Item 9A.
Controls and Procedures
 
16
Item 9B.
Other Information
 
17
       
PART III.
   
18
       
Item 10.
Directors, Executive Officers and Corporate Governance
 
18
Item 11.
Executive compensation
 
19
Item 12.
Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters
 
21
Item 13.
Certain Relationships and Related Transactions, and Director Independence
 
22
Item 14.
Principal Accountant Fees and Services
 
23
Item 15.
Exhibits and Financial Data Schedules
 
23
 
 
 
 
 
 
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PART I.  
 
 
Item 1.  
Business
 
Our History
 
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.
 
General
 
We believe we are emerging as a potential leader in the rapidly growing environmental and industrial separation industries. The Company has developed, patented and manufactures the 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 footprint and without the need of a pressure drop. We believe the need for such a separation device overlaps many markets.  These benefits result in significant cost savings to the customer, both acquisition and operating cost.
 
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.
 
The size and efficiency advantages provided by the Voraxial® Separator to the end-user have provided us with a variety of market opportunities. We believe separation of contaminants from water is needed in virtually every industry, either in the manufacturing or production side of the business or in purifying the wastewater prior to discharge. Because of the advantages the Voraxial Separator offers the end user, the Voraxial can be used in many different markets.  This allows the Company to pursue its core market, oil and gas exploration and production, while responding and selling product to customers in other markets, such as oil spill, mining, and municipal wastewater, among others.. The Company is focusing its sales activity in the oil & gas exploration and production market, which also includes the tar sands, Frac water, oil refineries and production facilities, both offshore and onshore applications.
 
We have generated limited revenues to date partially due to the time required to educate the market of a new separation method, partially because of insufficient funds to adequately market our product; and the time needed to secure and complete initial projects. However with the dissemination of the data from the initial successful projects, demand for the Voraxial has increased. This increased interest and demand for the Voraxial is translating into increasing revenues as revenues continue to increase year-over-year. Fiscal year 2011 has been our highest revenue generating year to date as revenues in 2011 increased by approximately 225% as compared to 2010. We believe that this revenue growth will continue in 2012 and 2013.  Net loss for year ended 2011 decreased to $1,044,289.
 
We are receiving inquiries from customers in various industries. Even though customers from various industries can utilize the Voraxial, we are currently focused on developing market channels to penetrate the oil and gas exploration and production market and more specifically, the produced water market. The Company believes that revenues from this industry will continue to increase in 2012 and beyond.  We have completed
 
 
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multiple projects to date with the Voraxial® Separators (both offshore platforms and onshore production facilities) including units to PDVSA, Occidental, BP, Transocean, Tetra Technologies, ConocoPhillips, Repsol, OMV, Uranium One, the Alaska Department of Environmental Conservation, the US Navy, and Cameco. We are in dialogue with other companies to conduct similar projects in 2012 and 2013.
 
We also believe that our technology could have a significant impact on oil spill recovery. Following the Deepwater Horizon oil spill in the Gulf of Mexico we were included in British Petroleum RAT (Rapid Attack Team) Pack program. The “RAT Pack” program is a fleet of local commercial, shallow draft, nimble and fast moving vessels operating under the Vessels of Opportunity program.
 
We finalized the development of the Submersible Voraxial Separator for oil spill recovery, which enables the operator to separate oil from water in the ocean. By conducting the separation in the ocean, Management believes that vessels can skim ten times more oil since the amount of water collected in a vessel’s holding tank is reduced by up to 90%. The collected oil will be discharged into a holding tank while the clean water remains in the ocean. This differs substantially from the current methods of skimming large volumes of oil/water mixture and then conducting the separation on vessel. Implementing this new method enables the vessels to process significantly more volume of skimmed oil/water mixture, collect more oil, capture a higher concentration of oil and remain in operation longer. We filed 3 patents related to oil spill recovery.
 
In 2011, our Voraxial Technology was selected as one of 10 finalists from among 350 international contenders for the $1.4 Million Wendy Schmidt Oil Cleanup X CHALLENGE. The 10 finalists included a diverse group of domestic and international companies, some with decades of oil spill response experience. Even though we did not ultimately win the X Prize, we came away with an even stronger conviction that the Voraxial represents the highest performance oil/water separation technology available for oil spill cleanup applications. We are now pursuing opportunities within the oil spill industry that was directly related to the exposure received by the X CHALLENGE.
 
Due to the exposure from the various petroleum industry related trade shows and the initial sales, trials and demonstrations conducted over the past several years, the Company is now in discussions with various oil companies for purchase of units and to conduct additional trials. The Company is also in discussion with several oil service companies interested in developing a relationship with the company to market the Voraxial® Separator within the industry. We anticipate that some of these opportunities will materialize in 2012 and 2013.
 
EVTN has developed a turnkey system can be utilized in multiple niche applications in the oil industry including produced water, under-balanced drilling (UBD), deck water drainage, slopwater, FPSO and refinery markets. The system integrates the Voraxial Separator as a bulk separator, coalescers to increase the droplet size of the dispersed oil and filters for the secondary process for polishing. The system can also include other equipment such as flow meters, turbidity meters, oil monitors and chemical injection ports. The turnkey system provides the oil industry with a compact and effective separation system. The Voraxial’s small footprint, low energy requirements and separation quality coupled with unique filtration equipment for secondary treatment provides the customer with a complete turnkey package that meets the most stringent discharge levels such as OSPAR (North Sea countries <30mg/ltr) and United States 40 CFR435 (<29 mg/ltr).
 
Voraxial® Separator
 
The Voraxial® Separator is a continuous flow turbo machine that generates a strong centrifugal force, a vortex, capable of separating light and heavy liquids, such as oil and water, or any other combination of liquids and solids at extremely high flow rates. As the fluid passes through the machine, the Voraxial® Separator accomplishes this separation through the creation of a vortex. In liquid/liquid and liquid/solid mixtures, this vortex causes the heavier compounds to gravitate to the outside of the flow and the lighter elements to move to
 
 
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the center where an inner core is formed. The liquid stream processed by the machine is divided into separate streams of heavier and lighter liquids and solids. As a result of this process, separation is achieved.
 
The advantages of the Voraxial include:
 
 
- 
High volume / small footprint
 
-
No Pressure Drop requirement – acts as a pump
 
-
High G force
 
-
Treats a wide range of flows, even slugging flows
 
-
Handles fluctuation in flow rates without any adjustments
 
-
Handles fluctuation in contaminates without any adjustments
 
-
Separation of 2 or 3 components simultaneously
 
-
Non-clogging - open impeller
 
-
Low maintenance
 
-
Can operate dry
 
-
Since there is no pressure drop, there is very little wear caused by sand
 
-
Ease of operation and installation
 
The Voraxial® Separator is a self-contained, non-clogging device that can be powered by an electric motor, diesel engine or by hydraulic power generation. Further, the Voraxial® Separator’s scalability allows it to be utilized in a variety of industries and to process various amounts of liquid. The following are the various sizes and the corresponding capacity range:
 
Product and Capacity Range
         
 Model  
Number
 
   Diameter
Size
 
 Capacity Range
Gallons Per Minute
         
        Voraxial®1000     1 inch     3 - 5
        Voraxial®2000    2 inches      20 - 70
        Voraxial®4000    4 inches    100 - 500
        Voraxial®8000     8 inches    1,000 - 3,000
                                                                       
The Voraxial® Separator can transfer various liquids in either direction by reversing the machine’s rotation. We currently maintain an inventory of various models of the Voraxial® Separator.
 
Management believes that our Voraxial® Separator offers substantial applications on a cost-effective basis, including: oil exploration & production, oil remediation services, municipal wastewater treatment, bilge water purification, food processing waste treatment and numerous other industrial production and environmental remediation processes. We also believe that the quality of the water separated from the contaminant is good enough to recycle back into the process stream (back into the plant) or discharge to the environment. As clean water becomes less available to the ever-increasing world population, this technology may become more valuable.
 
The Voraxial® Separator is currently manufactured and assembled at our Fort Lauderdale, Florida facilities. The Company subcontracts some parts of the Voraxial Separator to local manufacturers.
 
The Market
 
The need for effective and cost efficient wastewater treatment and separation technology is global in scale. Moreover, virtually every industry requires some type of separation process either during the manufacturing process, prior to treatment or discharge of wastewater into the environment, for general clean up, or emergency response capability. Separation processes, however, are largely unknown to the average consumer. These processes are deeply integrated in almost all industrial processes from oil to wastewater to manufacturing.
 
 
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Management believes that the Voraxial® technology has applications in most, if not all major separation industries. The unique characteristics of the Voraxial® allow it to be utilized either as a stand-alone unit or within an existing system to provide a more efficient and cost effective way to handle the separation needs of the customer. We believe the Voraxial® Separator can result in a cost savings and other benefits to the customer.
 
These benefits result in and include:
 
  
A reduction in water and energy usage,
  
Requires no pressure drop to perform separation,
  
Less space needed to implement the Voraxial® Separator; the Voraxial® Separator weighs less than existing systems,
  
A reduction in time to process and separate the fluids, allowing the customer to be more efficient,
  
Creation of a more efficient and faster process to treat water to increase the overall productivity of the end-user,
  
A reduction in the amount of disposable liquids,
  
Fewer employees needed to operate the system, and
  
Reduction of ongoing maintenance and servicing costs.
 
We believe that we are the only front-end solution for the separation industry that can offer increased productivity while reducing the physical space and energy required to operate the unit. These advantages translate into the potential for substantial operating cost efficiencies that would increase the profitability of the solution’s end user. The Voraxial’s unique characteristic to conduct separation without a pressure loss allows the unit to be installed in locations other technologies cannot. For instance another separation technology in the oil industry called a hydrocyclone requires a significant pressure loss to perform separation. This characteristic gives the customer a more economical way to achieve separation.
 
If, as we expect, environmental regulations, both domestically and internationally, become more stringent, companies will be required to more effectively treat their wastewater prior to discharge. We believe this offers a great opportunity for the Company as the Voraxial® Separator can be utilized in most separation applications to significantly increase the efficiency of the separation processes while simultaneously reduce the cost to the end-user.
 
Management believes that the oil industry, and more specifically the produced water market within this industry, represents a great opportunity for significant sales growth for the Voraxial Separator. The produced water market is worldwide and the need for effective produced water (oil/water) separation is a major issue for both offshore and land-based oil production facilities. The ability to efficiently separate produced water waste streams (oil and water) has enormous economical and environmental consequences for the oil production industry. Produced water comprises over 98% of the total waste volume generated by the oil and gas industry, making it the largest volume waste stream associated with oil and gas production.
 
Oil reservoirs frequently contain large volumes of water and as oil wells mature (the oil field becomes depleted), the amount of produced water increases. In the continental US, it is estimated that 7-10 barrels of water is produced for each barrel of recovered oil. According to the Argonne National Laboratory 2007 White Paper, “approximately 15 to 20 billion bbl (barrels; 1 bbl = 42 U.S. gallons) of produced water are generated each year in the United States. This is equivalent to a volume of 1.7 to 2.3 billion gallons per day.” Worldwide, the total amount of produced water generated, excluding the United States, is approximately 50 billion barrels (approximately 6 billion gallons per day). Produced water volumes will continue to increase as oil wells mature.
 
The necessity to process and efficiently separate high volumes of liquids coupled with the more stringent environmental regulations worldwide is increasing the demand for the Voraxial® Separator. The Voraxial® Separator provides a cost effective way to separate large volumes of produced or re-injection water for both on-land and offshore production facilities. The Voraxial® provides superior separation while decreasing the amount
 
 
5

 
of space, energy and weight to conduct the separation. In addition to oil separation, the Voraxial can also perform solid (sand and grit) extraction, which prevents production damage by increasing the life of the well.
 
The Company also expects market opportunities to present themselves because of increased governmental regulation and standards enforcement by the U.S. Environmental Protection Agency (“EPA”), and the European Union Commission on the Environment. Additionally, emerging markets worldwide are opening as growing nations recognize the need and benefit of addressing the environmental issues faced by population growth and industrialization, such as China, Mexico, and South America.
 
Inventory
 
Other than our Voraxial® Separators, we maintain no inventory of finished parts until we receive a customer order. We currently have various models of the Voraxial® Separator in inventory, which may include certain models located at third party facilities on a trial basis.
 
Competition
 
We are subject to competition from a number of companies who have greater experience, research abilities, engineering capability and financial resources than we have. Although we believe our Voraxial® Separator offers applications which accomplish better or similar results on a more cost-effective basis than existing products, other products have, in some instances, attained greater market and regulatory acceptance. These competitors include, but are not limited to Westfalia and AlfaLaval.
 
Marketing
 
Management continues to implement a sales and marketing program to stimulate awareness of the Voraxial® Separator. Management is developing relationships with oil service companies and representatives to promote the Voraxial to oil industry customers. We have presented the Voraxial® Separator at several prominent trade shows in the past fiscal year. The Company will exhibit the Voraxial® Separator at additional tradeshows in 2012.
 
Sources and availability of raw materials
 
The materials needed to manufacture our Voraxial® Separator have been provided by leading companies in the industry including Motion Industries, MSC, Baldor Electric Co., and John Crane, Inc., among other suppliers. We do not have any long term contracts with these entities. We do not anticipate any shortage of component parts.
 
Intellectual property
 
We currently hold several patents pertaining to the Voraxial® Separator and are continually working on developing other patents. The Company owns United States Patent #6,248,231 and #5,904,840. The latest patent, Patent #6,248,231 was registered in 2001 for Apparatus with Voraxial® Separator and Analyzer. Patent #5,904,840 is for Apparatus for Accurate Centrifugal Separation of Miscible and Immiscible Media, which is for technology invented by our former president, Alberto DiBella, and registered in 1999. The Company filed for additional patents in 2007 to reflect the upgrades to the Voraxial Separator and in 2010 for oil spill recovery.  These patents are still pending.
 
Product liability
 
Our business exposes us to possible claims of personal injury, death or property damage, which may result from the failure, or malfunction of any component or subassembly manufactured or assembled by us. We have product liability insurance. However, any product liability claim made against us may have a material
 
 
6

 
adverse effect on our business, financial condition or results of operations in light of our poor financial condition, losses and limited revenues. We have also obtained directors and officers, and general insurance coverage.
 
Research and development
 
We have spent approximately $472,171 and $744,343, respectively, during year ended December 31, 2011 and 2010, on product research and development. The Company has finalized the development of the Voraxial® Separator. However, we continue to make modifications to the Voraxial Separator.
 
While the Company has finalized the development of the Voraxial Separator, there was an increase in research and development during 2010 due to activity related to the oil spill in the Gulf of Mexico. We finalized the development of the Submersible Voraxial Separator which enables the operator to separate oil from water in the ocean. By conducting the separation in the ocean, Management believes that vessels can skim ten times more oil since the amount of water collected in a vessel’s holding tank is reduced by up to 90%. The collected oil will be discharged into a holding tank while the clean water remains in the ocean. This differs substantially from the current methods of skimming large volumes of oil/water mixture and then conducting the separation on vessel. Implementing this new method enables the vessels to process significantly more volume of skimmed oil/water mixture, collect more oil, capture a higher concentration of oil and remain in operation longer. We filed 3 patents related to oil spill recovery in 2010.
 
Employees
 
We currently have six full time employees. All of our employees work full-time. None of our employees are members of a union. We believe that our relationship with our employees is favorable. We intend to add additional employees in the upcoming year, including managers, sales representatives and field technical engineers.
 
Item 1A.  
Risk Factors
 
Not applicable to smaller reporting companies. However, our principal risk factors are described under “Item 7. Management’s Discussion and Analysis of Financial Condition and Results of Operations.”
 
Item 1B.  
Unresolved Staff Comments
 
None.
 
Item 2.  
Properties
 
In September 2009, the Company entered into a one (1) year lease for an office and manufacturing facility located at 821 NW 57th Place, Fort Lauderdale, FL 33309. We currently occupy the facility on a month to month basis. The lease is approximately $6,100 per month.
 
Item 3.  
Legal Proceedings
 
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 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 our financial statements to cover our legal expenses as of December 31, 2011.
 
 
7

 
Item 4.  
Mine Safety Disclosures
 
Not applicable.
 
PART II.  
 
 
Item 5.  
Market for Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities
 
Our common stock is traded on the OTC Markets under the symbol “EVTN”. The bid quotations below are provided by the OTC Markets. On April 11, 2012, the closing price for our common stock was $0.24. The quotations reflect inter-dealer prices, without retail mark-up, markdown or commission, and may not represent actual transactions.
 
Bid Quotations
 
 
Quarter Ended
   
High
   
Low
         
March 31, 2010   $0.54   $0.40
June 30, 2010   $1.04   $0.37
September 30, 2010    $0.89   $0.25
December 31, 2011   $0.38   $0.23
         
March 31, 2011   $0.399   $0.262
June 30, 2011   $0.380   $0.265
September 30, 2011   $0.300   $0.250
December 31, 2011   $0.290   $0.080
 
Holders
 
As of December 31, 2011, there were in excess of 800 holders of record of our common stock outstanding. Our transfer agent is Jersey Transfer & Trust Company, Inc., Post Office Box 36, Verona, New Jersey 07044.
 
No prediction can be made as to the effect, if any, that future sales of shares of common stock or the availability of common stock for future sale will have on the market price of the common stock prevailing from time-to-time. Sales of substantial amounts of common stock on the public market could adversely affect the prevailing market price of the common stock.
 
Dividends
 
We have not paid a cash dividend on the common stock since current management joined our company in 1996. The payment of dividends may be made at the discretion of our board of directors and will depend upon, among other things, our operations, our capital requirements and our overall financial condition. As of the date of this report, we have no intention to declare dividends.
 
Recent Sales of Unregistered Securities
 
In addition to those unregistered securities previously disclosed in reports filed with the Securities and Exchange Commission, during the period covered by this report, we have sold securities without registration under the Securities Act of 1933, as amended, in reliance upon the exemption provided under Section 4(2), as provided below. The securities issued contain a legend restricting transfer absent registration or applicable
 
 
8

 
exemption. The security holders received current information about the Company and had the opportunity to ask questions about the Company.
 
On July 22, 2011, the Company issued an aggregate of 300,000 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 $0.25 per share, for a total of $75,000.
 
On November 14, 2011 the Company issued options to purchase common stock to Alberto DiBella and John A. Di Bella. Each officer received options exercisable to purchase up 1,900,000 shares of common stock, exercisable at $0.15 per share.
 
On November 14, 2011, the Company issued 75,000 shares of common stock to a consultant in consideration for marketing services. The shares were valued using the fair value of the shares on the date of issuance, of $0.28 per share for a total of $21,000.
 
During the year ended December 31, 2011, the Company sold an aggregate of 800,000 shares of common stock and warrants to purchase as aggregate of 400,000 shares of common stock for $200,000, $0.25, per share to five investors. The warrants are exercisable at $0.60 per share through September 30, 2012.
 
Issuer Purchase of Equity Securities
 
None.
 
Item 6.  
Selected Financial Data
 
Information not required by small reporting company.
 
Item 7.  
Management’s Discussion and Analysis of Financial Condition and Results of Operations
 
General
 
Management's discussion and analysis contains various forward-looking statements. These statements consist of any statement other than a recitation of historical fact and can be identified by the use of forward-looking terminology such as “may,” “expect,” “anticipate,” “estimate” or “continue” or use of negative or other variations or comparable terminology.
 
We caution that these statements are further qualified by important factors that could cause actual results to differ materially from those contained in the forward-looking statements that these forward-looking statements are necessarily speculative, and there are certain risks and uncertainties that could cause actual events or results to differ materially from those referred to in such forward-looking statements.  You should read the following discussion and analysis of our financial condition and results of operations together with our consolidated financial statements and the related notes appearing in this report. Some of the information contained in this discussion and analysis or set forth elsewhere in this Annual Report on Form 10-K, including information with respect to our plans and strategy for our business and related financing, includes forward-looking statements that involve risks and uncertainties. You should review the “Risk Factors” included in this report for a discussion of important factors that could cause actual results to differ materially from the results described in or implied by the forward-looking statements contained in the following discussion and analysis.
 
 
9

 
Year ended December 31, 2011 compared to year ended December 31, 2010
 
Revenue
 
We continued to focus our efforts and resources to the manufacturing, assembling, marketing and selling of the Voraxial® Separator. Revenues for the year ended December 31, 2011 increased by $1,488,726 to $2,141,163 or approximately 228% from $652,437 for the year ended December 31, 2010. The increase in revenues corresponds to the increased exposure and awareness of the Voraxial. We have completed more projects and are reviewing more inquiries and projects than at any other time in our history. We believe the dissemination of data from previously installed Voraxial is creating an increase demand for the Voraxial. Management believes the increased awareness and deployments will contribute to an increase in 2012 and 2013 revenues. Revenues in 2010 and 2011 were a result of sale of the Voraxial Separator and auxiliary equipment and parts, lease orders and trials for customers interested in buying the Voraxial Separator.  During the year ended December 31, 2011, four customers accounted for 89% of our revenues.  Management believes the interest for the Voraxial Separator for liquid/liquid, liquid/solid and liquid/liquid/solid separation is increasing in the oil exploration and production industry. We believe that the relationships we are building will lead to increase Voraxial deployments. We believe we have increased the exposure and awareness of the Voraxial Separator through our marketing programs and expect to increase revenues from the sale and lease of the Voraxial Separator in 2012.
 
Cost of goods sold increased to $819,605 for the year ended December 31, 2011 from $132,657 during the year ended December 31, 2010 or an increase of $686,948 or approximately 518%. The increase in cost of goods sold was directly related to our increase in sales of the Voraxial Separator.
 
Costs and expenses
 
Costs and expenses increased by approximately 7.3% or $160,804 to $2,360,605 for the year ended December 31, 2011 as compared to $2,199,801 for the year ended December 31, 2010. Our cost and expenses increased due to an increase in general and administrative expenses, which was partially offset by a decrease in research and development.
 
General and administrative expenses
 
General and Administrative expenses increased by approximately 29.7% or $432,976 to $1,888,434 for the year ended December 31, 2011 from $1,455,458 for the year ended December 31, 2010. The increase was primarily due to compensation to consultants as sales and marketing expense increased in proportion to our sales.  Additional increase were primarily due to bad debt expense and legal and professional fees.
 
Research and development expenses
 
Research and Development (R&D) expenses decreased by approximately 36.6% or $272,172 to $472,171 for the year ended December 31, 2011 from $744,343 for the year ended December 31, 2010. The R&D conducted by the Company over the past two years resulted with the Company upgrading the Voraxial Separator and filing additional patents. As the Voraxial is complete, the R&D is predominantly for activities in the oil and gas industry. The Company spent additional R&D on oil spill recovery as a result of the Wendy Schmidt Oil Spill XChallenge during 2011. The Company filed additional patents related to the oil spill recovery market during 2010.
 
Liquidity and capital resources
 
At December 31, 2011, we had working capital of $96,622, cash of $147,198 and an accumulated deficit of $13,659,830. For the year ended December 31, 2011, we had a net loss from operations of $1,044,289.
 
 
10

 
Operating at a loss for the year negatively impacted our cash position; however, funds received from the private placements completed during 2011 improved our working capital position.
 
During the year ended December 31, 2011, we issued 800,000 shares of the Company’s restricted common stock and 400,000 common stock purchase warrants exercisable at $0.60 per share to five accredited investors for gross proceeds of $200,000.
 
Continuing losses
 
We may be unable to continue as a going concern, given our limited operations and revenues and our significant losses to date. 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. If the Company is unable to successfully commercialize its Voraxial Separator, it is unlikely that the Company could continue its business. The Company will continue to require the infusion of capital until operations become profitable. During 2012, the Company anticipates seeking additional capital, increasing sales of the Voraxial Separator and continuing to restrict expenses. However, substantial doubt exists about the ability of the Company to continue as a going concern.
 
Critical Accounting Policies
 
Our financial statements have been prepared in accordance with accounting principles generally accepted in the United States of America. The preparation of these financial statements requires management to make estimates and assumptions that affect the reported amounts of assets, liabilities, revenues and expenses.  Note C of the Notes to Financial Statements describes the significant accounting policies used in the preparation of the consolidated financial statements. Certain of these significant accounting policies are considered to be critical accounting policies, as defined below.
 
A critical accounting policy is defined as one that is both material to the presentation of our financial statements and requires management to make difficult, subjective or complex judgments that could have a material effect on our financial condition and results of operations. Specifically, critical accounting estimates have the following attributes: 1) we are required to make assumptions about matters that are highly uncertain at the time of the estimate; and 2) different estimates we could reasonably have used, or changes in the estimate that are reasonably likely to occur, would have a material effect on our financial condition or results of operations.
 
Estimates and assumptions about future events and their effects cannot be determined with certainty. We base our estimates on historical experience and on various other assumptions believed to be applicable and reasonable under the circumstances. These estimates may change as new events occur, as additional information is obtained and as our operating environment changes. These changes have historically been minor and have been included in the consolidated financial statements as soon as they became known. Based on a critical assessment of our accounting policies and the underlying judgments and uncertainties affecting the application of those policies, management believes that our consolidated financial statements are fairly stated in accordance with accounting principles generally accepted in the United States, and present a meaningful presentation of our financial condition and results of operations. We believe the following critical accounting policies reflect our more significant estimates and assumptions used in the preparation of our consolidated financial statements:
 
 
11

 
Revenue Recognition
 
The Company derives its revenue from the sale and short-term rental of the Voraxial Separator. The Company presents revenue in accordance with Financial Accounting Standards Board (FASB) Accounting Standard Codification (ASC) 605 "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.
 
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.
 
Recent Accounting Pronouncements
 
In June, 2011, the FASB issued ASU No. 2011-05, which amends ASC Topic 220, Comprehensive Income. Under the amendment, an entity has the option to present the total of comprehensive income, the components of net income, and the components of other comprehensive income either in a single continuous statement of comprehensive income or in two separate but consecutive statements. In both choices, an entity is required to present each component of net income along with total net income, each component of other comprehensive income along with a total for other comprehensive income, and a total amount for comprehensive income. This ASU eliminates the option to present the components of other comprehensive income as part of the statement of changes in stockholders' equity. The amendments in this ASU do not change the items that must be reported in other comprehensive income or when an item of other comprehensive income must be reclassified to net income. The amendments in this ASU should be applied retrospectively.
 
Additionally, the FASB issued a second amendment to ASC Topic 220 in December 2011, ASU No. 2011-12, which allows companies the ability to defer certain aspects of ASU 2011-05. For public entities, these amendments are effective for fiscal years, and interim periods within those years, beginning after December 15, 2011. The amendments do not require any transition disclosures.
 
On September 15, 2011, the FASB issued ASU 2011-08, Intangibles – Goodwill and Other, which simplifies how an entity is required to test goodwill for impairment. This ASU will allow an entity to first assess qualitative factors to determine whether it is necessary to perform the two-step quantitative goodwill impairment test. Under the ASU, an entity would not be required to calculate the fair value of a reporting unit unless the entity determines, based on a qualitative assessment, that it is more likely than not that its fair value is less than its carrying amount. The ASU includes a number of factors to consider in conducting the qualitative assessment. The ASU is effective for annual and interim goodwill impairment tests performed for fiscal years beginning after December 15, 2011. Early adoption is permitted.
 
Risk Factors
 
Our independent auditors have raised substantial doubt about our ability to continue as a going concern.
 
Although we operated as a precision machine shop for a number of years, we have only recently completed the development of the Voraxial Separator, and we have not yet generated significant revenues from that product. As a result, we have limited operating history in our planned business upon which you may evaluate our business and prospects. The revenues and income potential of our business and the markets of our separation
 
 
12

 
technology are unproven. Our business plan must be considered in light of risks, expenses, delays, problems, and difficulties frequently encountered by development stage companies.
 
We have incurred operating losses since our inception, and we will continue to incur net losses until we can produce sufficient revenues to cover our costs. At December 31, 2011, we had an accumulated deficit of $13,659,830, including a net loss of $1,044,829 for the year ended December 31, 2011. Even if we achieve profitability, we may not be able to sustain or increase our profitability on a quarterly or annual basis.
 
Our ability to generate future revenues will depend on a number of factors, many of which are beyond our control. These factors include the rate of market acceptance of our products, competitive efforts, and general economic trends. Due to these factors, we cannot anticipate with any degree of certainty what our revenues will be in future periods. You have limited historical financial data and operating results with which to evaluate our business and our prospects. As a result, you should consider our prospects in light of the early stage of our business in a new and rapidly evolving market.
 
Our independent auditors have included in their audit report an explanatory paragraph that states that our continuing losses from operations raises substantial doubt about our ability to continue as a going concern.
 
We have been limited by insufficient capital, and we may continue to be so limited.
 
In the past, we have lacked the required capital to market the Voraxial Separator. Our inability to raise the funding or to otherwise finance our capital needs could adversely affect our financial condition and our results of operations, and could prevent us from implementing our business plan.
 
We may seek to raise capital through public and private equity offerings, debt financing or collaboration, and strategic alliances. Such financing may not be available when we need it or may not be available on terms that are favorable to us. If we raise additional capital through the sale of our equity securities, your ownership interest will be diluted and the terms of the financing may adversely affect your holdings or rights as a stockholder.
 
Our business model is unproven.
 
Our business model is currently unproven and in the early stages of development and we have not yet undertaken any substantial marketing activities. The technological, marketing, and other aspects of our business will require substantial resources and will undergo constant developmental change. Our ability to develop a successful business model will be dependent upon the relative success or failure of these respective aspects of our operations and how effectively they work in concert with one another. If we expend significant financial and management resources attempting to market the Voraxial Separator to a specific industry segment, and we subsequently are unsuccessful in generating sales from that segment, we may not have enough resources to market to other industry segments. There are no assurances that we will successfully develop our business model from the standpoint of successfully implementing an efficient and effective marketing plan.
 
We currently rely on a limited number of customers for our revenues.
 
Revenues from four customers accounted for approximately 89% of our revenues during 2011. We do not have any contracts with these customers. If these customers fail to order additional products or we are unable to attract new customers, it could have an adverse effect on our financial condition and results of operations.
 
If our products do not achieve and maintain market acceptance, our business will not be successful.
 
Even though our product is successfully developed, our success and growth will depend upon its acceptance by various potential users of our product. Acceptance will be a function of our product being more cost effective as compared to currently existing or future technologies. If our product does not achieve market
 
13

 
acceptance, our business will not be successful. In addition, even if our product achieves market acceptance, we may not be able to maintain that market acceptance over time if new products or technologies are introduced that are more favorably received than our product or render our products obsolete.
 
If we do not develop sales and marketing capabilities or arrangements successfully, we will not be able to commercialize our product successfully.
 
We have limited sales and marketing experience. We may market and sell our product through a direct sales force or through other arrangements with third parties, including co-promotion arrangements. Since we may market and sell any product we successfully develop through a direct sales force, we will need to hire and train qualified sales personnel.
 
Our market is subject to intense competition. If we are unable to compete effectively, our product may be rendered non-competitive or obsolete.
 
We are engaged in a segment of the water filtration industry that is highly competitive and rapidly changing. Many large companies, academic institutions, governmental agencies, and other public and private research organizations are pursuing the development of technology that can be used for the same purposes as our product. We face, and expect to continue to face, intense and increasing competition, as new products enter the market and advanced technologies become available. We believe that a significant number of products are currently under development and will become available in the future that may address the water filtration segment of the market. If other products are successfully developed, it may be marketed before our product.
 
Our competitors' products may be more effective, or more effectively marketed and sold, than any of our products. Many of our competitors have:
 
 
significantly greater financial, technical and human resources than we have and may be better equipped to discover, develop, manufacture and commercialize products; and
 
more extensive experience in marketing water treatment products.
 
Competitive products may render our products obsolete or noncompetitive before we can recover the expenses of developing and commercializing our product. Furthermore, the development of new technologies and products could render our product noncompetitive, obsolete, or uneconomical.
 
As we evolve from a company primarily involved in design and development to one also involved in commercialization, we may encounter difficulties in managing our growth and expanding our operations successfully.
 
We may experience a period of rapid and substantial growth that may place a strain on our administrative and operational infrastructure, and we anticipate that continued growth could have a similar impact. As our product continues to enter and advance in the market, we will need to expand our development, regulatory, manufacturing, marketing and sales capabilities or contract with third parties to provide these capabilities for us. As our operations expand, we expect that we will need to manage additional relationships with various collaborative partners, suppliers, and other third parties.
 
If we are unable to adequately protect our technology, or if we infringe the rights of others, we may not be able to defend our markets or to sell our product.
 
Our success may depend in part on our ability to continue and expand our patent protection both in the United States and in other countries for our product. Due to evolving legal standards relating to the patentability, validity, and enforceability of patents covering our product and the scope of claims made under these patents, our
 
 
14

 
ability to obtain and enforce patents is uncertain and involves complex legal and factual questions. Accordingly, rights under any issued patents may not provide us with sufficient protection for our product or provide sufficient protection to afford us a commercial advantage against competitive products or processes.
 
Our success may also depend in part on our ability to operate without infringing the proprietary rights of third parties. The manufacture, use, or sale of our product may infringe on the patent rights of others. Likewise, third parties may challenge or infringe upon our existing or future patents. Proceedings involving our patents or patent applications or those of others could result in adverse decisions regarding:
 
  
the patentability of our inventions relating to our product; and/or
  
the enforceability, validity, or scope of protection offered by our patents relating to our product.
 
Litigation may be necessary to enforce the patents we own and have applied for (if they are awarded), copyrights, or other intellectual property rights, to protect our trade secrets, to determine the validity and scope of the proprietary rights of others, or to defend against claims of infringement. This type of litigation could result in the expenditure of significant financial and managerial resources and could result in injunctions preventing us from distributing certain products. Such claims could materially adversely affect our business, financial condition, and results of operations.
 
We are dependent on key personnel.
 
We are dependent upon the availability and the continued performance of the services of John DiBella. The loss of the services of John DiBella could have a material adverse effect on us. In addition, the availability of skilled personnel is extremely important to our growth strategy and our failure to attract and retain such personnel could have a material, adverse effect on us. We do not currently maintain any key man life insurance covering Mr. DiBella or any of our employees.
 
Our operations are subject to governmental approvals and regulations and environmental compliance.
 
Our operations are subject to extensive and frequently changing federal, state, and local laws and substantial regulation by government agencies, including the United States Environmental Protection Agency (EPA), the United States Occupational Safety and Health administration (OSHA) and the Federal Aviation Administration (FAA). Among other matters, these agencies regulate the operation, handling, transportation and disposal of hazardous materials used by us during the normal course of our operations, govern the health and safety of our employees and certain standards and licensing requirements for our aerospace components that we contract manufacture. We are subject to significant compliance burden from this extensive regulatory framework, which may substantially increase our operational costs.
 
We believe that we have been and are in compliance with environmental requirements and believe that we have no liabilities under environmental requirements. Further, we have not spent any funds specifically on compliance with environmental laws. However, some risk of environmental liability is inherent in the nature of our business, and we might incur substantial costs to meet current or more stringent compliance, cleanup, or other obligations pursuant to environmental requirements in the future. This could result in a material adverse effect to our results of operations and financial condition.
 
Our business has a substantial risk of product liability claims. If we are unable to obtain appropriate levels of insurance, a product liability claim against us could adversely affect our business.
 
Our business exposes us to possible claims of personal injury, death, or property damage, which may result from the failure, or malfunction of any component or subassembly manufactured or assembled by us. While we have product liability insurance, any product liability claim made against us may have a material adverse
 
 
15

 
effect on our business, financial condition, or results of operations in light of our poor financial condition, losses and limited revenues.
 
We currently have limited authorized, but unissued shares of capital stock.
 
As of April 11, 2012, the Company has approximately 9,659,503 shares of authorized, but unissued Common Stock. In addition, the Company has reserved approximately 13,098,750 shares for outstanding options and warrants. Therefore the Company has limited shares of common stock which otherwise could be sold to meet future financing needs.
 
Item 7A.  
Quantitative and Qualitative Disclosures About Market Risk.
 
Information not required by smaller reporting company.
 
Item 8.  
Financial Statements and Supplementing Data
 
The financial statements required by this report are included, commencing on F-1.
 
Item 9.  
Changes in and Disagreements With Accountants on Accounting and Financial Disclosure
 
None.
 
Item 9A.  
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 December 31, 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’s Report on Internal Control over Financial Reporting
 
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 December 31, 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 December 31, 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
 
 
16

 
principles because of the Company’s limited resources, lack of qualified accounting personnel and limited number of employees. These matters resulted in our inability to make timely accounting reconciliations and the delinquent filing of certain quarterly reports during the year ended December 31, 2011.
 
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.
 
This annual report does not include an attestation report of the Company's registered public accounting firm regarding internal control over financial reporting. Management's report was not subject to attestation by the company's registered public accounting firm pursuant to temporary rules of the SEC that permit the company to provide only management's report in this annual report.
 
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.
 
Item 9B.  
Other Information
 
None.
 
 
 

 
 
17

 

PART III.  
 
 
Item 10.  
Directors, Executive Officers and Corporate Governance
 
Directors and executive officers
 
The following sets forth the names and ages of our officers and directors. Our directors are elected annually by our shareholders, and the officers are appointed annually by our board of directors.
 
 
Name
Age
 
Position
 
         
John A. DiBella
40
  Chief Executive Officer, Chief Financial Officer and Director  
 
John A. DiBella has served as an employee of our Company since January 2002 and a member of the Board of Directors since August 2006. Since November 2011 he has served as chief executive officer and chief financial officer. From 2000 through January 2002 Mr. DiBella provided consulting services to our Company. Mr. DiBella co-founded and served as President of PBCM, a financial management company located in New Jersey from 1997 to 1999. Prior to co-founding PBCM, Mr. DiBella worked in the Equities and Derivatives Department for Donaldson, Lufkin and Jenrette, a NYSE member firm.
 
Board of Directors and Committees
 
During the year ended December 31, 2011, our board of directors held 8 meetings.   To date, we have not established an audit committee. Due to our financial position, we have been unable to attract qualified independent directors to serve on our board. Our board of directors, consisting solely of John A. DiBella, reviews the professional services provided by our independent auditors, the independence of our auditors from our management, our annual financial statements and our system of internal accounting controls. None of the board members are considered a “financial expert.”  Because the board of directors consists of only one member, the board has not delegated any of its functions to committees. The entire board of directors acts as our audit committee as permitted under Section 3(a)(58)(B) of the Exchange Act. We do not have any independent directors who would qualify as an audit committee financial expert. We believe that it has been, and may continue to be, impractical to recruit such a director unless and until we are significantly larger.
 
Code of Ethics
 
During the year ended December 31, 2003 we adopted a code of ethics. The code of ethics was filed with the Company’s Form 10-KSB annual report for the year ended December 31, 2003. The code of ethics may be obtained by contacting the Company’s executive offices. The code applies to our officers and directors. The code provides written standards that are designed to deter wrongdoing and promote: (i) honest and ethical conduct; (ii) full, fair, accurate, timely and understandable disclosure; (iii) compliance with applicable laws and regulations; (iv) promote reporting of internal violations o the code; and (v) accountability for the adherence to the code.
 
Shareholder Communications
 
Although we do not have a formal policy regarding communications with our board of directors, shareholders may communicate with the board by writing to us at Enviro Voraxial Technology, Inc., 821 N.W. 57th Place, Fort Lauderdale, Florida 33309, Attention: Mr. John A. DiBella. Shareholders who would like their submission directed to a member of the Board may so specify, and the communication will be forwarded, as appropriate.
 
 
18

 
Section 16(a) of the Exchange Act
 
Section 16(a) of the Securities Exchange Act of 1934 requires our directors and executive officers, and persons who own more than ten percent of our outstanding common stock to file with the SEC initial reports of ownership and reports of changes in ownership of common stock. These persons are required by SEC regulation to furnish us with copies of these reports they file.To our knowledge, based solely on a review of the copies of reports furnished to us, Section 16(a) filing requirements applicable to our officers, directors and greater than ten percent beneficial owners were complied with on a timely basis for the period which this report relates, except as follows:
 
On July 29, 2009 Alberto DiBella entered into an agreement to sell 150,000 shares of common stock to a third party in consideration of $30,000. On November 9, 2011 John A. DiBella gifted an aggregate of 125,000 shares of common stock to his family. Effective November 14, 2011, the Company’s board of directors approved and issued options to Alberto DiBella and John A. DiBella to purchase 1,900,000 shares of restricted common stock each. The options are exercisable at $0.15 per share for a period of five years from vesting date. The options contain a cashless exercise provision. The options were issued in satisfaction of accrued salary and expenses payable to John A. DiBella and Alberto DiBella in the approximate amounts of $168,740 each.
 
Item 11.  
Executive compensation
 
The table below sets forth compensation for the past two years awarded to, earned by or paid to our chief executive officer and each executive officer whose compensation exceeded $100,000 for the years ended December 31, 2011 and December 31, 2010 (the “Named Executives”).
 
Summary Compensation Table
 
Name and Principal Position
   Year
Salary
($)
Bonus
($)
Stock
Awards
($)
Option
Awards
($)(1)
Non-Equity
Incentive Plan
Compen-sation
($)
Change in Pension
Value and Nonqualified Deferred Compensation
Earnings
($)
All Other
Compensation
($)
Total
($)
                   
Alberto DiBella
2011
$305,000(4)   
--
--
$168,740(5)
--
--
--
$473,740
President and Chief Financial Officer*
2010
$305,000(2)   
--
--
$494,000(3)
--
--
--
     $799,000
                   
John A. DiBella
2011
$305,000(8)   
--
--
$168,740(9)
--
--
--
$473,740
Chief Operating Officer*
2010
$305,000(6)   
--
--
$418,000(7)
--
--
--
$723,000
                   
 
*Alberto DiBella retired in November 2011 and John A. DiBella was appointed to serve as chief executive officer and chief financial officer, effective upon Alberto DiBella’s retirement.
 
(1) 
The amounts in these columns represent the fair value of the award as of the grant date as computed in accordance with FASB ASC Topic 718 and the SEC disclosure rules. These amounts represent awards that are paid in shares of common stock or options to purchase shares of our common stock and do not reflect the actual amounts that may be realized by the Named Executives.
(2) 
$276,631 paid and remaining amount accrued.
(3) 
Effective April 30, 2010 the Company issued restricted stock grants of 1,300,000 shares of common stock to Alberto DiBella. The shares are subject to forfeiture as follows: 200,000 shares on April 30, 2011, 300,000 shares on April 30, 2012, 400,000 shares on April 30, 2013 and 400,000 shares on April 30, 2014, in the event that Mr. DiBella is no longer an employee of the Company on such date. The forfeiture provision was waived by the Company upon Mr. DiBella’s retirement in November 2011. On June 2, 2010, Alberto DiBella was issued options to
 
 
19

 
 
purchase 1,900,000 shares of common stock in satisfaction of $693,000 accrued salary and expenses payable to Mr. DiBella, including salary deferred in 2009. See below for further description of the options.
(4) 
$186,000 was deferred in 2011.
(5) 
On November 14, 2011, Alberto DiBella was issued options to purchase 1,900,000 shares of common stock in satisfaction of $168,740 accrued salary and expenses payable to Mr. DiBella, including salary deferred. See below for further description of the options.
(6) 
$128,000 paid and remaining amount accrued.
(7) 
Effective April 30, 2010 the Company issued restricted stock grants of 1,100,000 shares of common stock to John DiBella. The shares are subject to forfeiture as follows: 200,000 shares on April 30, 2012, 400,000 shares on April 30, 2013, 400,000 shares on April 30, 2014 and 200,000 shares on April 30, 2015, in the event that Mr. DiBella is no longer an employee of the Company on such date. On June 2, 2010, John DiBella was issued options to purchase 2,800,000 shares of common stock in satisfaction of $1,046,000 accrued salary and expenses payable to Mr. DiBella, including salary deferred in 2009. See below for further description of the options.
(8) 
$209,000 was accrued in 2011.
(9)
On November 14, 2011, John A. DiBella was issued options to purchase 1,900,000 shares of common stock in satisfaction of $168,740 accrued salary and expenses payable to Mr. DiBella, including salary deferred. See below for further description of the options.
 
Outstanding Equity Awards At December 31, 2011
 
Listed below is information with respect to unexercised options for each Named Executive as of December 31, 2011.
 
 
Option Awards
Stock Awards
 
Number of Securities Underlying Unexercised Options
(#)
Number of Securities Underlying Unexercised Options
(#)
Option Exercise Price
Option Expiration
Number of Shares or Units of Stock That Have Not Vested
Market Value of Shares or Units of Stock That Have Not Vested
Equity Incentive Plan Awards: Number of Unearned Shares, Units or Other rights That Have Not Vested
Equity Incentive Plan Awards: Market or Payout Value of Unearned Shares, Units or Other rights That Have Not Vested
 
Name
Exercisable
Unexercisable
($)
Date
(#)
($)
(#)
($)
 
         
--
--
--
--
 
Alberto DiBella
1,000,000
--
$0.40
1/31/2012
--
--
--
--
 
 
1,900,000
--
$0.68
1/1/2013
--
       
 
1,900,000
--
$0.15
11/14/2016
--
--
--
--
 
                   
John DiBella
2,000,000
--
$0.15
1/1/2012(1)
--
--
--
--
 
 
1,000,000
--
$0.40(2)
1/31/2012(2)
--
--
--
--
 
 
2,700,000
100,000
$0.68(3)
1/1/2013(3)
--
--
--
--
 
 
1,900,000
--
$0.15
11/14/2016
--
--
--
--
 
 
(1)  
Effective January 1, 2012, the expiration date of the options was extended to January 31, 2017.
(2)  
Effective January 1, 2012, the expiration date of the options was extended to June 30, 2017 and the exercise price was reduced to $0.18.
(3)  
Effective January 1, 2012, the expiration date of the options was extended to June 2, 2018 and the exercise price was reduced to $0.18.
 
 
20

 
Employment agreements
 
Our executive officer does not currently have a written employment agreement with the Company. We currently pay our executive officer $305,000 per annum.
 
Effective April 30, 2010, the Company issued restricted stock grants to acquire 1,300,000 shares of common stock to Alberto DiBella and 1,100,000 shares of common stock to John DiBella. The shares subject to the grants to Alberto DiBella were subject to forfeiture as follows: 200,000 shares on April 30, 2011, 300,000 shares on April 30, 2012, 400,000 shares on April 30, 2013 and 400,000 shares on April 30, 2014, in the event Alberto DiBella is no longer a full time employee on such dates. Upon his retirement in November 2011 the board of directors waived the forfeiture provision. The shares subject to the grants to John DiBella were subject to forfeiture as follows: 200,000 shares on April 30, 2012, 300,000 shares on April 30, 2013, 400,000 shares on April 30, 2014 and 200,000 shares on April 30, 2015, in the event John DiBella is no longer a full time employee on such dates. The forfeiture provision was waived by the Company effective January 1, 2012.
 
On June 2, 2010, the Company issued options to purchase 1,900,000 shares and 2,800,000 shares of our common stock in satisfaction of $693,000 and $1,046,000 accrued salary and expenses payable to Messrs. Alberto DiBella and John DiBella, respectively. The options are exercisable at $0.68 for a three year period commencing on the date such options. Of the options issued to John DiBella, 2,700,000 all are currently are exercisable, except 100,000 are exercisable commencing January 30, 2013. Effective January 1, 2012, the exercise price on the options held by John DiBella was reduced to $0.18 and the expiration date was extended to June 2, 2018.
 
On November 14, 2011, the Company issued options to purchase 1,900,000 shares to Messrs. Alberto DiBella and John A. DiBella in satisfaction of $165,740 accrued salary and expenses payable to Messrs. Alberto DiBella and John DiBella. The options are exercisable at $0.15 for a five year period and contain a cashless exercise provision.
 
Director Compensation
 
Directors are not compensated by our Company.
 
Item 12.  
Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters
 
Beneficial Ownership
 
The table below sets forth information with respect to the beneficial ownership of our securities as of March 31, 2012 by: (1) each person known by us to be the beneficial owner of five percent or more of our outstanding securities, and (2) executive officers and directors, individually and as a group. Unless otherwise indicated, we believe that the beneficial owner has sole voting and investment power over such shares. As of April 11, 2012, we had 33,114,497 shares of common stock issued and outstanding. Unless otherwise noted below, the address for each shareholder is 821 NW 57th Place, Fort Lauderdale, Florida 33309.
 
 Name and Address of     Number of Shares     Percentage of
 Beneficial Owner    Beneficially Owned    Ownership
         
Estate of Alberto DiBella (1)          6,095,500(1)         16.5% 
         
John A. DiBella       10,059,000(2)        24.7%
         
All officers and directors
as a group (1 person)  
   10,059,000(2)          24.7%
 
                                                                                                                                                                          
                                                                                                           
 
 
21

 
(1)           Voting and dispositive control held by Adele DiBella. Includes 2,295,500 shares of common stock. Includes 1,900,000 shares of common stock underlying options exercisable at $0.68 that expire June 12, 2015. Also includes options to purchase 1,900,000 shares of common stock, exercisable at $0.15 per share, on a cashless basis that expire on November 16, 2016.
 
(2)           Includes 2,359,000 shares of common stock. Includes options to purchase (i) 2,000,000 shares of common stock at $0.15 per share that expire on January 1, 2017; (ii) 1,000,000 shares of common stock at $0.18 per share that expire on June 30, 2017; (iii). 1,900,000 shares of common stock, exercisable at $0.15 per share on a cashless basis that expire on November 16, 2016; and (iv) 2,800,000 shares of common stock underlying options exercisable at $0.18 per share that expire on June 2, 2018.  Excludes 100,000 shares held in trust for the benefit of his minor children.
 
Securities Authorized for Issuance Under Equity Compensation Plans
 
The table below provides information pertaining to all compensation plans under which equity securities of our company are authorized for issuance as of the end of the most recent fiscal year.
 
 
Number of securities
to be issued upon
exercise of  
outstanding options,
warrants and rights
Weighted-average
exercise price of 
outstanding options, 
warrants and rights
Number of securities
remaining available for
future issuance under
equity compensation
plans (excluding securities
reflected in 1st column)
Equity compensation plans
  approved by security holders
 0   N/A  0
       
Equity compensation plans not
  approved by security holders
  12,850,000  $0.39  0
       
     Total     12,850,000     0

Item 13.  
Certain Relationships and Related Transactions, and Director Independence
 
The Company has no independent directors.
 
John DiBella, our current chief executive officer and sole director is the nephew of Alberto DiBella, our former chief executive officer.
 
For the year ended December 31, 2011, the Company incurred consulting expenses from Alberto DiBella, its chief executive officer, of $305,000. Of these amounts, $119,000 has been paid for the year ended December 31, 2011. The unpaid balance has been included in accrued expenses.  The Alberto DiBella retired in November, 2011.
 
For the year ended December 31, 2011, the Company incurred salary expenses from the John DiBella, its chief operating officer (and effective November 2011, chief executive officer) of $305,000. Of these amounts, $50,100 has been paid for the year ended December 31, 2011. The unpaid balance has been included in accrued expenses.
 
 
22

 
Item 14.  
Principal Accountant Fees and Services
 
Year ended December 31, 2011
 
Audit Fees:  The aggregate fees, including expenses, billed by Webb & Company, P.A., our current principal accountant in connection with the audit of our consolidated financial statements for the fiscal year ended December 31, 2011 and for the review of our financial information included in our Annual Report on Form 10-K for the fiscal year ended December 31, 2011 was $16,000. The aggregate fees, including expenses in connection with the review of our financial information included in our quarterly reports on Form 10-Q during the fiscal year ending December 31, 2011 was $11,250.
 
Audit Related Fees: The aggregate fees, including expenses, billed by our principal accountant for services reasonably related to the audit for the year ended December 31, 2011 were $-0-.
 
Tax Fees: The aggregate fees, billed by our principal accountant for services reasonably related to tax services during the year ended December 31, 2011 were $-0-.
 
All Other Fees: The aggregate fees, including expenses, billed for all other services rendered to us by our principal accountant during year 2011 was $-0-.
 
Year ended December 31, 2010
 
Audit Fees:  The aggregate fees, including expenses, billed by RBSM, LLP, in connection with the audit of our consolidated financial statements for the fiscal year ended December 31, 2010 and for the review of our financial information included in our Annual Report on Form 10-K for the fiscal year ended December 31, 2010 was $19,000. The aggregate fees billed by Jewett, Schwartz, Wolfe and Associates including expenses in connection with the review of our financial information included in our quarterly reports on Form 10-Q during the fiscal year ending December 31, 2010 was $13,500.
 
Audit Related Fees: The aggregate fees, including expenses, billed by our principal accountant for services reasonably related to the audit for the year ended December 31, 2010 were $-0-.
 
Tax Fees: The aggregate fees, billed by our principal accountant for services reasonably related to tax services during the year ended December 31, 2010 were $-0-.
 
All Other Fees: The aggregate fees, including expenses, billed for all other services rendered to us by our principal accountant during year 2010 was $-0-.
 
The Company’s Board of Directors acts as an audit committee. The Board of Directors has considered whether the provisions of the services covered above under the captions is compatible with maintaining the auditor’s independence and approved such services prior to the services being provided.
 
Item 15.  
Exhibits and Financial Data Schedules
                     
(a)    Exhibit No.      Description of Exhibit
       
    Plan of Merger (1) 
  3(i)     Articles of Incorporation (1) 
  3(ii)   Bylaws (1) 
  4     Share Certificate (1) 
  14   Code of Ethics (2) 
  16.1     Letter of Former Auditor(3) 
 
 
23

 
  16.2    Letter from Former Auditor(4) 
  21    Subsidiaries (1) 
  31.1    Rule 13a-14(a)/15d-4(a) Certification of Principal Financial Officer 
  31.2    Rule 13a-14(a)/15d-4(a) Certification of Principal Financial Officer 
  32.1     Section 1350 Certification of Principal Executive Officer 
  32.2     Section 1350 Certification of Principal Financial Officer 
  101.INS  *    XBRL Instance Document  
  101.SCH *   XBRL Taxonomy Extension Schema Document 
  101.CAL *      XBRL Taxonomy Calculation Linkbase Document 
  101.DEF *    XBRL Taxonomy Extension Definition Linkbase Document 
  101.LAB *    XBRL Taxonomy Extension Label Linkbase Document 
  101.PRE *    XBRL Taxonomy Extension Presentation Linkbase Document
 
                                                                                                                                                                                                
* These exhibits are not deemed "filed" for purposes of Section 18 of the Securities Exchange Act of 1934, or otherwise subject to the liability of that section. Such exhibits will not be deemed to be incorporated by reference into any filing under the Securities Act of 1933 or the Securities Exchange Act of 1934, except to the extent that we incorporate them by reference.
 
(1) Previously filed on Form 10-SB Registration Statement, as amended.
(2) Previously filed on Form 10-KSB annual report for the year ended December 31, 2003.
(3) Previously filed on Form 8-K/A current report filed March 8, 2012
(4) Previously filed on Form 8-K current report filed August 11, 2011.
 
SIGNATURES
 
Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the registrant caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.
 
                                                                                                                              
 
 
ENVIRO VORAXIAL TECHNOLOGY, INC.
   
   
  By: /s/ John A. DiBella    
 
John A. DiBella
 
President and Chief Executive Officer
 
(Principal Executive Officer and
 
Principal Financial Officer)
 
April 16, 2012
 
 
Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, this report has been signed below by the following persons on behalf of the registrant and in the capacities and on the dated indicated.

  By: /s/ John A. DiBella    
 
John A. DiBella, Director
 
April 16, 2012
 
 

 
24

 
 
ENVIRO VOROXIAL TECHNOLOGY, INC. AND SUBSIDIARY
FINANCIAL STATEMENTS
 
INDEX



 
 Reports of Independent Registered Public Accounting Firms  F-1 - F-2
   
Consolidated Financial Statements:  
     Balance Sheets   F-3
   
     Statements of Operations   F-4
   
     Statements of Changes in Shareholders’ Equity  F-5
   
     Statements of Cash Flows   F-6
   
Notes to Financial Statements  F-7
 
                                                                                                                                         
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 

 
 

 



REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM



To the Board of Directors of:
Enviro Voraxial Technology, Inc.

We have audited the accompanying balance sheet of Enviro Voraxial Technology, Inc. (the “Company”) as of December 31, 2011, and the related statements of operations, changes in stockholders’ equity and cash flows for the year then ended.  These financial statements are the responsibility of the Company’s management.  Our responsibility is to express an opinion on these financial statements based on our audit.

We conducted our audit in accordance with the standards of the Public Company Accounting Oversight Board (United States).  Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement.  An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements.  An audit also includes assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation.  We believe that our audit provides a reasonable basis for our opinion.

In our opinion, the financial statements referred to above present fairly in all material respects, the financial position of Enviro Voraxial Technology, Inc. as of December 31, 2011 and the results of its operations and its cash flows for the year then ended December 31, 2011 in conformity with accounting principles generally accepted in the United States of America.

The accompanying financial statements have been prepared assuming that the Company will continue as a going concern.  As discussed in Note B to the financial statements, the Company has a net loss of $1,044,289 and a negative cash flow from operations of $455,857 for the year ended December 31, 2011.  These factors raise substantial doubt about the Company's ability to continue as a going concern.  Management's plans concerning these matters are also described in Note B.  The financial statements do not include any adjustments that might result from the outcome of this uncertainty.


WEBB & COMPANY, P.A.
Certified Public Accountants

Boynton Beach, Florida
April 16, 2012
 
1500 Gateway Boulevard, Suite 202 i Boynton Beach, FL  33426
Telephone: (561) 752-1721 i Fax: (561) 734-8562
www.cpawebb.com
 
 
F-1

 
REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM



To The Shareholders and Board of Directors of
 Enviro Voraxial Technology, Inc.
 

We have audited the accompanying consolidated balance sheet of Enviro Voraxial Technology, Inc and Subsidiary (“the Company”) as of December 31, 2010 and the related statements of operations, shareholder equity (deficit), and cash flows for the year then ended.  These consolidated financial statements are the responsibility of the Company's management. Our responsibility is to express an opinion on these consolidated financial statements based on our audit.
 
We conducted our audit in accordance with the standards of the Public Company Accounting Oversight Board (United States).  Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. The Company is not required to have nor were we engaged to perform, an audit of its Internal Control over financial reporting.  Our audit included consideration of internal control over financial reporting as a basis for designing audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of the company’s internal control over financial reporting.  Accordingly, we express no such opinion.  An audit also includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements, assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation. We believe that our audit provide a reasonable basis for our opinion.
 
In our opinion, the consolidated financial statements referred to above present fairly, in all material respects, the financial position of the Company as of December 31, 2010  and the results of its operations and its cash flows for the year then ended, in conformity with accounting principles generally accepted in the United States of America.
 
The accompanying consolidated financial statements have been prepared assuming that the Company will continue as a going concern. As discussed in Note B to the financial statements, Enviro Voraxial Technology, Inc and Subsidiary has suffered recurring losses from operations, which raises substantial doubt about its ability to continue as a going concern. Management’s plans regarding those matters also are described in Note B. The financial statements do not include any adjustments that might result from the outcome of this uncertainty.

  
/s/ RBSM LLP

New York, NY
April 21, 2011
 
 

 
F-2

 

ENVIRO VORAXIAL TECHNOLOGY, INC. AND SUBSIDIARY
           
CONSOLIDATED  BALANCE SHEETS
           
     
December 31,
 
December 31,
     
2011
 
2010
           
ASSETS
         
           
CURRENT ASSETS:
         
      Cash and cash equivalents
   
 $         147,198
 
 $        442,812
      Accounts receivable
   
            375,463
 
           277,636
      Inventory, net
   
            327,314
 
           206,563
           
        Total current assets
   
            849,975
 
           927,011
           
 FIXED ASSETS, NET
   
135,681
 
158,329
           
 OTHER ASSETS
   
13,695
 
13,695
           
    Total assets
   
 $         999,351
 
 $     1,099,035
           
           
 LIABILITIES AND SHAREHOLDERS' EQUITY
         
           
 CURRENT LIABILITIES:
         
       Accounts payable and accrued expenses
   
 $         721,246
 
 $        987,082
        Current portion of note payable
   
32,107
 
30,836
           
        Total current liabilities
   
            753,353
 
        1,017,918
           
 
         
   LONG TERM NOTE PAYABLE
   
-
 
41,028
           
        Total liabilities
   
            753,353
 
        1,058,946
           
 COMMITMENTS AND CONTINGENCIES
         
           
 SHAREHOLDERS' EQUITY:
         
 Common stock, $.001 par value, 42,750,000 shares authorized;
         
    32,864,497 and 31,590,497 shares issued and outstanding
         
       as of December 31, 2011 and 2010, respectively
   
32,865
 
31,591
 Additional paid-in capital
   
14,138,963
 
13,479,038
 Deferred compensation
   
(266,000)
 
         (855,000)
 Accumulated deficit
   
(13,659,830)
 
(12,615,540)
           
        Total shareholders' equity
   
            245,998
 
             40,089
           
 Total liabilities and shareholders' equity
   
 $         999,351
 
 $     1,099,035
           
           
           
           
The accompanying notes are an integral part of the consolidated financial statements.

 

 
F-3

 

ENVIRO VORAXIAL TECHNOLOGY, INC. AND SUBSIDIARY
         
 CONSOLIDATED STATEMENTS OF OPERATIONS
         
         
         
   
Years Ended December 31,
   
2011
 
2010
         
         
Revenues, net
 
 $            2,141,163
 
 $                652,437
         
Cost of goods sold
 
                  819,605
 
                   132,657
         
Gross profit
 
               1,321,558
 
                   519,780
         
Costs and expenses:
       
      General and administrative
 
               1,888,434
 
                1,455,458
      Research and development
 
                  472,171
 
                   744,343
         
                Total costs and expenses
 
               2,360,605
 
                2,199,801
         
Loss from operations
 
             (1,039,047)
 
              (1,680,021)
         
Other (income) expenses:
       
      Interest income
 
-
 
19
      Interest expense
 
                    (5,242)
 
                     (7,812)
         
              Total other expense
 
                    (5,242)
 
                     (7,793)
         
NET LOSS
 
 $          (1,044,289)
 
 $           (1,687,814)
         
Weighted average number of common shares
       
   outstanding-basic and diluted
 
             32,069,349
 
              27,201,762
         
Loss per common share - basic and diluted
 
 $                   (0.03)
 
 $                    (0.06)
         
         
   
 
   
The accompanying notes are an integral part of the consolidated financial statements.

 

 
F-4

 

ENVIRO VORAXIAL TECHNOLOGY, INC. AND SUBSIDIARY
     
CONSOLIDATED STATEMENTS OF CHANGES IN SHAREHOLDERS' EQUITY
     
                       
                       
         
Additional
           
 
Common Stock
 
Paid-in
 
Deferred
 
Accumulated
   
 
Shares
 
Amount
 
Capital
 
Compensation
Deficit
 
Total
                       
Balance - December 31, 2009
  25,268,994
 
 $   25,269
 
 $      9,473,710
 
 $     (13,333)
 
 $    (10,927,727)
 
 $  (1,442,081)
                       
Issuance of common stock at $.25 per share
    1,676,000
 
        1,676
 
            417,324
 
                   -
 
                         -
 
         419,000
Issuance of common stock at $.40 per share
    1,020,000
 
        1,020
 
            406,980
 
                   -
 
                         -
 
         408,000
Issuance of common stock grants
    2,700,000
 
        2,700
 
         1,023,300
 
      (855,000)
 
                         -
 
         171,000
Issuance of common stock for consulting services
       840,000
 
           840
 
            406,060
 
                   -
 
                         -
 
         406,900
Issuance of common stock for legal services
         31,877
 
             32
 
              12,718
 
                   -
 
                         -
 
           12,750
Issuance of stock options for accrued salaries
       
         1,739,000
 
                   -
 
                         -
 
      1,739,000
Conversion of warrants to common stock
         53,626
 
             54
 
                    (54)
 
                   -
 
                         -
 
                     -
Amortization of deferred compensation
                   -
 
               -
 
                        -
 
          13,333
 
                         -
 
           13,333
                       
Net loss
                   -
 
               -
 
                        -
 
                   -
 
         (1,687,814)
 
     (1,687,814)
                       
Balance - December 31, 2010
  31,590,497
 
      31,591
 
       13,479,038
 
      (855,000)
 
       (12,615,541)
 
           40,088
                       
Issuance of common stock at $.25 per share
       800,000
 
800
 
199,200
 
                 -
 
                       -
 
200,000
Issuance of common stock for consulting services at $.25 per share
300,000   300   74,700   -   -   75,000
Issuance of common stock for consulting services at $.28 per share
174,000   174   48,546   -   -   48,720
Issuance of stock options for accrued salaries
                 -
 
             -
 
337,479
 
                 -
 
                       -
 
337,479
Amortization of deferred compensation
                 -
 
             -
 
                      -
 
        589,000
 
                       -
 
         589,000
                     
                   -
Net Loss
                 -
 
             -
 
                      -
 
                 -
 
         (1,044,289)
 
     (1,044,289)
Balance - December 31, 2011
  32,864,497
 
 $   32,865
 
 $    14,138,963
 
 $   (266,000)
 
 $    (13,659,830)
 
 $      245,998
                       
 
 
 
 
 
 
 
 
 
 
 
 
 
The accompanying notes are an integral part of the consolidated financial statements.

 
F-5

 

ENVIRO VORAXIAL TECHNOLOGY, INC. AND SUBSIDIARY
CONSOLIDATED STATEMENTS OF CASH FLOWS
         
   
For the Years Ended December 31,
   
2011
 
2010
         
Cash Flows From Operating Activities:
       
Net loss
 
 $     (1,044,289)
 
 $   (1,687,814)
Adjustments to reconcile net loss to net
       
cash used by operating activities:
       
   Depreciation
 
               22,648
 
            22,617
Provision for obsolete inventory
 
             164,393
 
                    -
Provision for bad debt
 
             240,000
 
                    -
Deferred compensation
 
             589,000
 
          184,333
Issuance of common stock for consulting services
 
             123,719
 
          419,650
Changes in assets and liabilities:
       
Accounts receivable
 
           (337,827)
 
         (277,636)
Inventory
 
           (285,144)
 
             (3,405)
Accounts payable and accrued expenses
 
               71,643
 
          935,485
         
Net cash used in operating activities
 
           (455,857)
 
         (406,770)
         
Cash Flows from Investing Activities:   -    -
         
Cash Flows From Financing Activities:
       
   Repayments toward notes payable
 
             (39,757)
 
           (36,528)
   Proceeds from sales of common stock
 
             200,000
 
          827,000
         
Net cash provided by financing activities
 
             160,243
 
          790,472
         
Net increase (decrease) in cash and cash equivalents
 
           (295,614)
 
          383,702
         
Cash and cash equivalents, beginning of period
 
             442,812
 
            59,110
         
Cash and cash equivalents, end of period
 
 $          147,198
 
 $       442,812
         
Supplemental Disclosures
       
         
Cash paid during the year for interest
 
 $              5,242
 
 $           7,812
Cash paid during the year for taxes
 
 $                     -
 
 $                   -
         
Non-cash investing and financing activities:
       
Common Stock options issued for conversion of accrued salary
 
 $          337,479
 
 $    1,739,000
         
         
         
The accompanying notes are an integral part of the consolidated financial statements.

 

 
F-6

 
 
ENVIRO VORAXIAL TECHNOLOGY, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
DECEMBER 31, 2011

 
NOTE A - ORGANIZATION AND OPERATIONS
 
Enviro Voraxial Technology, Inc. (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.
 
Florida Precision Aerospace, Inc. (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; however the Company has begun commercializing the Voraxial and is experiencing an increase in revenues that management believes will to continue in 2012. The Company will continue to require the infusion of capital until operations become profitable. During the remainder of 2012, the Company anticipates seeking additional capital for growth and increasing sales of the Voraxial Separator. As a result of the above, there is substantial doubt about the entities ability to continue as a going concern and the accompanying consolidated financial statements have been prepared assuming that the Company will continue as a going concern. The consolidated financial statements do not include any adjustments that might result from the outcome of this uncertainty.
 
NOTE C - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
 
Principles of Consolidation
 
The consolidated financial statements include the accounts of the parent company, Enviro Voraxial Technology, Inc., and its wholly-owned subsidiary, Florida Precision Aerospace, Inc. All significant intercompany accounts and transactions have been eliminated.
 
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. Significant estimates include the valuation of deferred tax assets, the allowances for doubtful accounts and inventory. Actual results may differ.
 

 
F-7

 
ENVIRO VORAXIAL TECHNOLOGY, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
DECEMBER 31, 2011

 
Revenue Recognition
 
The Company derives its revenue from the sale and short-term rental of the Voraxial Separator. The Company presents revenue in accordance with FASB new codification of "Revenue Recognition in Financial Statements". Under Revenue Recognition in Financial Statements, revenue is realized when persuasive evidence of an arrangement exists, delivery has occurred, the price is fixed or determinable and collectability is reasonably assured.
 
Revenues that are generated from sales of equipment are typically recognized upon shipment. Our standard agreements generally do not include customer acceptance or post shipment installation provisions. However, if such provisions have been included or there is an uncertainty about customer order, revenue is deferred until we have evidence of customer order and all terms of the agreement have been complied with. There were no agreements with such provisions as of December 31, 2011 and 2010.
 
The Company recognizes revenue from the short term rental of equipment, ratably over the life of the agreement, which is usually three to twelve months.
 
Fair Value of Instruments
 
The carrying amounts of the Company's financial instruments, including cash and cash equivalents, inventory, accounts payable and accrued expenses at December 31, 2011 and 2010, approximate their fair value because of their relatively short-term nature.
 
ASC 820 “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 are 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 December 31, 2011and 2010.

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
 
 
F-8

 
ENVIRO VORAXIAL TECHNOLOGY, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
DECEMBER 31, 2011
 
interest rate curves, foreign exchange rates, and forward and spot prices for currencies and commodities. We have no Level 2 instruments as of December 31, 2011 and 2010.

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 December 31, 2011 and 2010.
 
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 consists of components for the Voraxial Separator and are 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 December 31, 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
 
The Company follows ASC 260 “Earnings per share” to calculate its 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.
 

 

 

 

 
 
F-9

 
ENVIRO VORAXIAL TECHNOLOGY, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
DECEMBER 31, 2011
 
Such equity instruments may have a dilutive effect in the future and include the following potential common shares:
 
   2011     2010  
       
Warrants       400,000  2,024,982  
Stock options    12,850,000   9,295,000  
    13,250,000 11,319,982  

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.
 
Research and Development Expenses
 
Research and development costs, which includes travel expenses, consulting fees, subcontractors and salaries are expensed as incurred.
 
Advertising Costs
 
Advertising costs are expensed as incurred and are included in general and administrative expenses.
 
Stock-Based Compensation
 
The Company adopted ASC Topic 718 formerly Statement of Financial Account Standard (SFAS) No. 123(R) effective January 1, 2006. This statement requires compensation expense relating to share-based payments to be recognized in net income using a fair-value measurement method. Under the fair value method, the estimated fair value of awards is charged to income on a straight-line basis over the requisite service period, which is generally the vesting period. The company elected the modified prospective method as prescribed in ASC Topic 718 formerly SFAS No. 123 (R) and therefore, prior periods were not restated. Under the modified prospective method, this statement was applied to new awards granted after the time of adoption, as well as to the unvested portion of previously granted equity-based awards for which the requisite service has not been rendered as of January 1, 2006.
 
Prior to January 1, 2006, the Company accounted for stock-based employee compensation under Accounting Principles Board (APB) Opinion No. 25, "Accounting for Stock Issued to Employees," and related interpretations. The Company has adopted the disclosure-only provisions of ASC Topic 718 formerly SFAS No. 123, "Accounting for Stock-Based
 
F-10

 
ENVIRO VORAXIAL TECHNOLOGY, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
DECEMBER 31, 2011
 
Compensation," and SFAS No. 148, "Accounting for Stock-Based Compensation - Transition and Disclosure," which was released in December 2002 as an amendment of ASC Topic 718 formerly SFAS No. 123. The Company currently accounts for stock-based compensation under the fair value method using the Black-Scholes option pricing model as indicated in Note E.
 
Accounting for the Impairment of Long-Lived Assets
 
The long-lived assets held and used by the Company are reviewed for impairment whenever events or changes in circumstances indicate that the carrying amount of assets may not be recoverable. It is reasonably possible that these assets could become impaired as a result of technology or other industry changes. Determination of recoverability of assets to be held and used is by comparing the carrying amount of an asset to future net undiscounted cash flows to be generated by the assets. If such assets are considered to be impaired, the impairment to be recognized is measured by the amount by which the carrying amount of assets exceeds the fair value of the assets. Assets to be disposed of are reported at the lower of the carrying amount or fair value less costs to sell. The Company has no such assets and, therefore, no impairments of long-lived assets were recorded as of December 31, 2011 and 2010.
 
NOTE D – RECENT ACCOUNTING PRONOUNCEMENTS
 
In June, 2011, the FASB issued ASU No. 2011-05, which amends ASC Topic 220, Comprehensive Income. Under the amendment, an entity has the option to present the total of comprehensive income, the components of net income, and the components of other comprehensive income either in a single continuous statement of comprehensive income or in two separate but consecutive statements.  In both choices, an entity is required to present each component of net income along with total net income, each component of other comprehensive income along with a total for other comprehensive income, and a total amount for comprehensive income. This ASU eliminates the option to present the components of other comprehensive income as part of the statement of changes in stockholders' equity. The amendments in this ASU do not change the items that must be reported in other comprehensive income or when an item of other comprehensive income must be reclassified to net income.  The amendments in this ASU should be applied retrospectively.

Additionally, the FASB issued a second amendment to ASC Topic 220 in December 2011, ASU No. 2011-12, which allows companies the ability to defer certain aspects of ASU 2011-05. For public entities, these amendments are effective for fiscal years, and interim periods within those years, beginning after December 15, 2011. The amendments do not require any transition disclosures.

On September 15, 2011, the FASB issued ASU 2011-08, Intangibles – Goodwill and Other, which simplifies how an entity is required to test goodwill for impairment. This ASU will allow an entity to first assess qualitative factors to determine whether it is necessary to perform the two-step quantitative goodwill impairment test. Under the ASU, an entity would not be required to calculate the fair value of a reporting unit unless the entity determines, based on a qualitative assessment, that it is more likely than not that its fair value is less than its carrying amount. The ASU includes a number of factors to consider in conducting the qualitative assessment.  The
 
 
F-11

 
ENVIRO VORAXIAL TECHNOLOGY, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
DECEMBER 31, 2011
 
ASU is effective for annual and interim goodwill impairment tests performed for fiscal years beginning after December 15, 2011.  Early adoption is permitted.

NOTE E - FIXED ASSETS

Fixed assets as of December 31 consists of:
       
2011
2010
Machinery and equipment
   
$
495,372
495,372
Furniture and fixtures
     
14,498
14,498
Autos and Trucks
     
5,294
5,294
Total
     
515,164
515,164
Less:  accumulated depreciation
     
(379,483)
(356,835)
Fixed Assets, net
   
$
135,681
158,329

Depreciation expense amounted to $22,648 and $22,617 for the years ended December 31, 2011 and 2010 respectively.

NOTE F – ACCOUNTS PAYABLE AND ACCRUED EXPENSES

Significant components of accounts payable and accrued expenses at December 31, 2011 and 2010 consists of:
       
2011
2010
Trade payables and accrued expenses
   
$
265,740
116,497
Accrued officers’ compensation
     
410,006
306,585
Customer deposits
     
45,500
564,000
     
$
721,246
987,082
 
NOTE G – NOTES PAYABLE

                       
     2011     2010
Notes payable to finance companies, due in monthly installments of $3,695, including principal and interest at prime plus .25%  collateralized by certain equipment
 
 
 
$
 
 
 
32,107
 
 
 
$
 
 
 
71,864
         
Less current portion
 
(32,107)
 
(30,836)
 
Long term debt
 
$
 
--
 
$
 
41,028

The Company has recorded interest expense of $5,242 and $7,812 for the years ended December 31, 2011 and 2010, respectively.

 
 
F-12

 
ENVIRO VORAXIAL TECHNOLOGY, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
DECEMBER 31, 2011
 
 
NOTE H - RELATED PARTY TRANSACTIONS
 
For the year ended December 31, 2011, the Company incurred consulting expenses from its Chief Executive Officer of the Company of $305,000. Of these amounts, $119,000 has been paid for the year ended December 31, 2011. The unpaid balance has been included in accrued expenses.  The Officer resigned in November, 2011.
 
For the year ended December 31, 2011, the Company incurred salary expenses from the Chief Operating Officer / Chief Executive Officer of the Company of $305,000. Of these amounts, $50,100 has been paid for the year ended December 31, 2011. The unpaid balance has been included in accrued expenses.
 
NOTE I - CAPITAL TRANSACTIONS
 
Common stock
 
On September 10, 2010, the Company entered into an agreement to issue 75,000 shares of common stock to a consultant in consideration of financial advisory services provided pursuant to a financial advisory agreement dated September 10, 2010. The shares were issued in 2011 and the fair value of $21,000 was expensed.  The shares of common stock were issued under the exemption from registration provided by Section 4(2) of the Securities Act. The shares issued contain a legend restricting their transferability absent registration or applicable exemption.

On July 22, 2011, the Company issued an aggregate of 300,000 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 $0.25 per share, for a total of $75,000.

On September 28, 2011, the Company issued 24,000 shares of common stock to a consultant in consideration for advisory services.  The shares were valued using the fair value of the shares on the date of issuance of $0.28 per shares for a total of $6,720.

On November 14, 2011, the Company issued 75,000 shares of common stock to a consultant in consideration for marketing services.  The shares were valued using the fair value of the shares on the date of issuance, of $0.28 per share for a total of $21,000.

During the year ended December 31, 2011, the Company sold an aggregate of 800,000 shares of common stock and warrants to purchase an aggregate of 400,000 shares of common stock for $200,000, ($0.25, per share) to five investors.  The warrants are exercisable at $0.60 per share through September 30, 2012.

During the three month period ended March 31, 2010, the Company received $50,000 from three accredited investors that purchased an aggregate of 200,000 shares of the Company’s restricted common stock at $0.25 per share and warrants to purchase 100,000 shares of common stock exercisable at $0.60 per share. The transactions were exempt from registration under Section 4(2) of the Securities Act. The investors received information concerning the Company and had the opportunity to ask questions concerning the viability of the Company. The shares and warrants contain legends restricting their transferability absent registration or applicable exemption. The warrants are expired as of December 31, 2011.

 
F-13

 
ENVIRO VORAXIAL TECHNOLOGY, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
DECEMBER 31, 2011
 
During the three months ended March 31, 2010, the Company issued an aggregate of 190,000 shares of common stock to two consultants in consideration for consulting services.   The shares were valued at $.51 per share, for a total of $96,900.  The shares of common stock were issued under the exemption from registration provided by Section 4(2) of the Securities Act. The shares issued contain a legend restricting their transferability absent registration or applicable exemption
 
Effective April 30, 2010, the Company issued restricted stock grants to acquire an aggregate of 2,700,000 shares of restricted common stock to employees and consultants, including grants to acquire 1,300,000 shares of common stock to Alberto DiBella and 1,100,000 shares of common stock to John DiBella. The shares subject to the grants to Alberto DiBella are subject to forfeiture as follows: 200,000 shares on April 30, 2011, 300,000 shares on April 30, 2012, 400,000 shares on April 30, 2013 and 400,000 shares on April 30, 2014, in the event Alberto DiBella is no longer a full time employee on such dates. The shares subject to the grants to John DiBella are subject to forfeiture as follows: 200,000 shares on April 30, 2012, 300,000 shares on April 30, 2013, 400,000 shares on April 30, 2014 and 200,000 shares on April 30, 2015, in the event John DiBella is no longer a full time employee on such dates.  The remaining 300,000 stock grants are subject to forfeiture as follows:  100,000 shares on April 30, 2012, 100,000 shares on April 30, 2013, 100,000 shares on April 30, 2014.  The stock grants were valued at $.38 per share and are amortized over the term of the stock grant.  The securities were issued pursuant to an exemption from registration under Section 4(2) of the Securities Act. The securities may not be transferred absent registration or applicable exemption.  During 2011, the Company vested 100% of the shares to Alberto DiBella upon his retirement.  The amounts for all remaining deferred compensation were fully vested upon his retirement and expensed.

Effective April 30, 2010, the Company issued a stock grant of 100,000 shares of common stock to a consultant for services provided to the Company. The grant was valued at $.38 per share and was immediately vested.  The securities were issued pursuant to an exemption from registration under Section 4(2) of the Securities Act. The securities may not be transferred absent registration or applicable exemption.
 
Effective May 13, 2010, the Company issued an aggregate of 250,000 shares of common stock to two service providers in consideration of services provided. The securities were issued pursuant to an exemption from registration under Section 4(2) of the Securities Act. The securities may not be transferred absent registration or applicable exemption.

On May 28, 2010, the Company completed a private placement of its securities under which it issued an aggregate of 1,476,000 shares of its common stock and warrants exercisable to purchase 738,000 shares of common stock to 22 accredited investors. The warrants are exercisable for a period of six months from the completion of the private placement at an exercise price of $0.60 per share. The Company received gross proceeds of $399,000 from the sale of the securities. No commissions were paid in connection with the private placement. The securities were issued pursuant to an exemption from registration under Section 4(2) of the Securities Act. The securities may not be transferred absent registration or applicable exemption.

 
F-14

 
ENVIRO VORAXIAL TECHNOLOGY, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
DECEMBER 31, 2011
 

On July 13, 2010, the Company issued an aggregate of 300,000 shares of its common stock to two investors in consideration of $120,000. No fees or commissions were paid in connection with the sales to the investors. The shares of common stock were issued under the exemption from registration provided by Section 4(2) of the Securities Act. The shares issued contain a legend restricting their transferability absent registration or applicable exemption. The investors had access to current information concerning the Company and had the opportunity to ask questions about the Company.

On August 5, 2010, the Company issued an aggregate of 53,626 shares of common stock to GVC Capital LLC (formerly known as Bathgate Capital Partners) and its affiliates pursuant to the exercise of 265,250 warrants previously issued to Bathgate Capital Partners. The warrants contained a cashless exercise provision. The shares of common stock issued pursuant to the exercise of the warrants were issued under the exemption from registration provided by Section 4(2) of the Securities Act. The shares issued contain a legend restricting their transferability absent registration or applicable exemption.

On August 10, 2010, the Company completed a private placement of its common stock under which it issued an aggregate of 720,000 shares of its common stock to 8 accredited investors. The Company received gross proceeds of $288,000 from the sale of the common stock. Under the terms of the offering the Company paid commissions and fees of approximately $23,040 to a registered broker dealer. The securities were issued pursuant to an exemption from registration under Section 4(2) of the Securities Act and Regulation D, Rule 506, promulgated thereunder. The securities may not be transferred absent registration or applicable exemption.

On August 30, 2010, the Company issued an aggregate of 31,877 shares of common stock in consideration of legal services provided and to be provided by outside legal counsel. The shares were issued pursuant to the exemption from registration provided by Section 4(2) of the Securities Act. The shares issued contain a legend restricting their transferability absent registration or applicable exemption.

On August 31, 2010, the Company issued 300,000 shares of common stock to a consultant in consideration for consulting services. The shares of common stock were issued under the exemption from registration provided by Section 4(2) of the Securities Act. The shares issued contain a legend restricting their transferability absent registration or applicable exemption.
 
Warrants and Options
 
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 warrants now expire in October 2011. The purchase price of these warrants are $1.00 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. These warrants expired in 2011.
 
 
 
 
F-15

 
ENVIRO VORAXIAL TECHNOLOGY, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
DECEMBER 31, 2011
 
In September 2011 the Company issued 400,000 warrants to investors to purchase an aggregate of 400,000 shares of common stock for a period of one year. The warrants expire in September 2012. The purchase price of these warrants are $0.60 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.
 
Information with respect to warrants outstanding and exercisable at December 31, 2011 is as follows:
 
 
Number
Outstanding
Range of
Exercise Price
Number
Exercisable
       
Balance, December 31, 2009
5,557,465
$1.36
5,557,465
Issued
872,900
$0.60
872,900
Exercised
(530,500)
(0)
(530,500)
Expired
(3,756,133)
--
(3,756,133)
Balance, December 31, 2010
2,024,982
$0.83
2,024,982
Issued
400,000
$0.60
400,000
Expired
(2,024,982)
--
(2,024,982)
Balance, December 31, 2011
400,000
$0.60
400,000
 
The following table summarizes information about the stock options outstanding at December 31, 2011:
 
Exercise
Price
Number
Outstanding at
December 31, 2011
Weighted
Average
Remaining
Contractual
Life
Weighted
Average
Exercise
Price
Number
Exercisable at
December 31, 2011
Weighted
Average
Exercise
Price
0.15
2,000,000
0.00
0.02
2,000,000
0.02
0.40
2,350,000
0.02
0.08
2,350,000
0.08
0.68
4,700,000
0.36
0.25
4,700,000
0.25
0.15
3,800,000
1.44
0.04
3,800,000
0.04
 
12,850,000
1.82
0.39
12,850,000
0.39

 
Effective June 2, 2010, the Company issued options to Alberto DiBella and John DiBella to purchase 1,900,000 and 2,800,000 shares of restricted common stock, respectively. The options are exercisable at $0.68 per share for a period of three years from vesting date. The options contain a cashless exercise provision and vest in three annual tranches. Of the options issued to
 
F-16

 
ENVIRO VORAXIAL TECHNOLOGY, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
DECEMBER 31, 2011

Alberto DiBella, 1,700,000 are exercisable commencing January 30, 2011, 100,000 are exercisable commencing January 30, 2012 and 100,000 are exercisable commencing January 30, 2013. Of the options issued to John DiBella, 2,600,000 are exercisable commencing on January
30, 2011; 100,000 are exercisable on January 30, 2012; and 100,000 are exercisable commencing January 30, 2013. The options were issued in satisfaction of accrued salary and expenses payable to John DiBella and Alberto DiBella in the approximate amounts of $1,046,000 and $693,000, respectively. The securities were issued pursuant to an exemption from registration under Section 4(2) of the Securities Act. The securities may not be transferred absent registration or applicable exemption. In 2011, all options issued to Alberto DiBella in 2010 were vested.
 
Effective November 14, 2011, the Company issued options to Alberto Di Bella and John A. Di Bella to purchase 1,900,000 each.  The options are exercisable at $0.15 per share for a period of 5 years.  They are vested immediately.  The Company calculated the fair value of the stock options by using the Black Scholes option pricing model with the following weighted average assumptions: no dividend yield, expected volatility of 81.64%; risk free interest rate of 0.91% and an expected life of 5 years. The options were issued in satisfaction of accrued salary and expenses payable to John DiBella and Alberto DiBella in the approximate total amount of $337,479.
 
Information with respect to options outstanding and exercisable at December 31, 2011 is as follows:
 
 
Number
Outstanding
Range of
Exercise Price
Number
Exercisable
       
Balance, December 31, 2009
4,675,000
$0.15-$1.00
4,675,000
Issued
4,700,000
$0.68
0
Exercised
0
0
0
Expired
(80,000)
0.71- $1.00
(80,000)
Balance, December 31, 2010
9,295,000
$0.15-$1.00
4,595,000
Issued
3,800,000
$0.15
3,800,000
Expired
(245,000)
$0.30-$0.77
(245,000)
Balance, December 31, 2011
12,850,000
$0.39
12,850,000

NOTE J - COMMITMENTS AND CONTINGENCIES
 
Litigation
 
On or about November 17, 2011, a claim was filed in the Broward County Circuit Court in Fort Lauderdale, Florida against the company by Raw Energy Tech, LLC. The plaintiff alleges 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 December 31, 2011.
 

 
F-17

 
ENVIRO VORAXIAL TECHNOLOGY, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
DECEMBER 31, 2011

 
Operating Lease
 
The Company leases office and warehouse space in Ft. Lauderdale, Florida. The lease expired in 2011 and rental payments are month to month.
 
NOTE K – MAJOR CUSTOMERS
 
For the year ended December 31, 2011, four customers accounted for approximately 89% of revenues and 100% of the total outstanding accounts receivable. For the year ended December 31, 2010, two customers accounted for approximately 76% of revenues.
 
Major customer concentrations as of and for the year ended December 31, 2011 are as follows:
 
Customer
Sales
Amount
Percent
Accounts
Receivable
Percent
         
A
$670,000
30%
$357,000
95%
B
$545,000
25%
$19,000
5%
C
$520,000
23%
$0
0%
D
$245,000
11%
$0
0%

Major customer concentrations as of and for the year ended December 31, 2010 are as follows:

Customer
Sales
Amount
Percent
Accounts
Receivable
Percent
         
E
$400,000
61.3%
$240,000
86.4%
F
$97,000
14.9%
$   -
-%


 
F-18

 
ENVIRO VORAXIAL TECHNOLOGY, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
DECEMBER 31, 2011
 
NOTE L – INCOME TAX

At December 31, 2011 and 2010 we had deferred tax assets principally arising from the net operating loss carry forwards for income tax purposes multiplied by an approximate expected rate of 38% and 40.5%, respectively. As management of the Company cannot determine that it is more likely than not that we will realize the benefit of the deferred tax assets, a valuation allowance equal to the deferred tax asset has been established at December 31, 2011.
 
The significant components of the deferred tax asset at December 31, 2011 and 2010 were as follows:

   
December 31,
   
2011
 
2010
Current Deferred benefit:
$
124,769
$
503,000
   
124,769
 
503,000
Valuation allowance
 
(124,769)
 
(503,000)
(Benefit) provision for income taxes, net
$
 
$
-
 
The difference between income tax expense computed by applying the federal statutory corporate tax rate and actual income tax expense is as follows:

   
December 31,
   
2011
 
2010
         
Combined statutory income tax rate
 
38%
 
40.5%
       
 
Valuation allowance
 
38%
 
40.5%
Effective tax rate
 
-
 
-
 
 
 

 
 
F-19

 
ENVIRO VORAXIAL TECHNOLOGY, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
DECEMBER 31, 2011
 
 
Deferred income taxes result from temporary differences in the recognition of income and expenses for the financial reporting purposes and for tax purposes. The effects of temporary differences that gave rise to deferred tax assets are as follows: 

   
December 31,
   
2011
 
2010
         
Net operating loss carry-forward
 
2,098,769
 
1,974,000
Valuation allowance
 
(2,098,769)
 
(1,974,000)
         
Deferred income tax asset
$
-
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The Company has made a 100% valuation allowance of the deferred income tax asset at December 31, 2011, as it is not expected that the deferred tax assets will be realized. The Company has a net operating loss carryforward of $5,577,383 available to offset future taxable income through 2031.
 
The Company’s federal income tax returns for the years ended December 31, 2008 through December 31, 2011 remains subject to examination by the Internal Revenue Services as of December 31, 2011.
 
NOTE M - SUBSEQUENT EVENTS
 
On January 1, 2012, the Company issued 250,000 shares of common stock to a consultant in consideration for marketing services. The shares were valued using the fair value of the shares on the date of issuance $0.10 for a total of $25,000.
 
On January 1, 2012, the Company adjusted the strike price and term of certain options for its Chief Executive Officer.  2,000,000 options have a strike price of $0.15 and expire on January 31, 2017; 1,000,000 options have a strike price of $0.18 and expire June 30, 2017; 2,800,000 have a strike price of $0.18 and expire on June 2, 2018. The Company also adjusted two employees' total stock options of 350,000 to a new strike price of $0.18 and expiration date of January 31, 2017.
 
Effective January 1, 2012 the Company waived all remaining forfeiture provisions related to the 1,100,000 restricted stock grants initially issued to its current Chief Executive Officer, John DiBella, on April 30, 2010.
 
 
 
 
 
 
F-20