-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, Cj8P1F3L1FwElbnkkKm8lYorspIAIAFUY1dD6OiCnJ8AltdrnMCWg/6duMfIq0a3 wMK34nD4MgiXsNckNKVWLg== 0001144204-03-004912.txt : 20030819 0001144204-03-004912.hdr.sgml : 20030819 20030819171507 ACCESSION NUMBER: 0001144204-03-004912 CONFORMED SUBMISSION TYPE: 10QSB PUBLIC DOCUMENT COUNT: 5 CONFORMED PERIOD OF REPORT: 20030630 FILED AS OF DATE: 20030819 FILER: COMPANY DATA: COMPANY CONFORMED NAME: ENVIRO VORAXIAL TECHNOLOGY INC CENTRAL INDEX KEY: 0001043894 STANDARD INDUSTRIAL CLASSIFICATION: SPECIAL INDUSTRY MACHINERY, NEC [3559] IRS NUMBER: 830266517 STATE OF INCORPORATION: ID FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 10QSB SEC ACT: 1934 Act SEC FILE NUMBER: 000-30454 FILM NUMBER: 03856416 BUSINESS ADDRESS: STREET 1: 98 SE 7TH STREET STREET 2: STE 4-5 CITY: DEERFIELD BEACH STATE: FL ZIP: 33441 BUSINESS PHONE: 9544216141 MAIL ADDRESS: STREET 1: 720 S DEERFIELD AVE STREET 2: STE 4-5 CITY: DEERFIELD BEACH STATE: FL ZIP: 33441 10QSB 1 ev_10-q.txt U.S. SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-QSB (Mark One) [X] QUARTERLY REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended June 30, 2003 [ ] TRANSITION REPORT UNDER SECTION 13 OR 15(d) OF THE EXCHANGE ACT For the transition period from to Commission File Number: 0-27445 Enviro Voraxial Technology, Inc. [Exact name of Small Business Issuer as specified in its Charter) IDAHO 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) (954) 958-9968 (Issuer's telephone number) (Former Name, former address and former fiscal year, if changed since last Report.) Check mark whether the Issuer (1) has filed all reports required to be filed by Section 13 or 15 (d) of the Securities Exchange Act of 1934 during the past 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes X No APPLICABLE ONLY TO CORPORATE ISSUERS State the number of shares outstanding of each of the issuer's classes of common equity, as of the latest practicable date: June 30, 2003, we had 14,582,632 shares of our Common Stock outstanding. Transitional Small Business Disclosure Format (Check one): Yes No X --- --- INDEX PART I. CONSOLIDATED FINANCIAL INFORMATION Item 1. Consolidated Financial Statements................................. Basis of Presentation............................................. Consolidated Balance Sheet (unaudited) - June 30, 2003............ Consolidated Statements of Operations (unaudited) for the Three and Six Months Ended June 30, 2003 and 2002.............. Consolidated Statements of Cash Flows (unaudited) for the Six Months Ended June 30, 2003 and 2002............................ Notes to Consolidated Financial Statements........................ Item 2. Management's Discussion and Analysis and Plan of Operation......................................................... Item 3. Controls and Procedures........................................... PART II. OTHER INFORMATION Item 1. Legal Proceedings................................................. Item 2. Changes in Securities and Use of Proceeds......................... Item 3. Default Upon Senior Securities.................................... Item 4. Submission of Matters to a Vote of Securities..................... Item 5. Other Information................................................. Item 6. Exhibits and Reports on Form 8-K.................................. Signatures ............................................................... PART I. CONSOLIDATED FINANCIAL INFORMATION Item 1. Consolidated Financial Statements (unaudited) Basis of Presentation The accompanying unaudited consolidated financial statements of Enviro Voraxial Technology, Inc. (the "Company") have been prepared in accordance with generally accepted accounting principles for interim financial information and with the instructions to Form 10-Q and Article 10 of Regulation S-B. Accordingly, they do not include all of the information and footnotes required by generally accepted accounting principles for complete financial statements. In the opinion of management, all adjustments considered necessary for a fair presentation (consisting of normal recurring accruals) have been included. The preparation of financial statements in conformity with generally accepted accounting principles requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. Actual results could differ from those estimates. Operating results for the three-month period ended June 30, 2003 are not necessarily indicative of the results that may be expected for the year ending December 31, 2003. For further information, refer to the consolidated financial statements and footnotes for the year ended December 31, 2002 found in the Company's Form 10-KSB. The Company may be unable to continue as a going concern, given its limited operations and revenues and its significant losses to date. Since 2001, the Company has encountered greater expenses in the development of its Voraxial Separators and has had limited sales income for the Voraxial Separators from this development. Consequently, the Company's working capital may not be sufficient and its operating costs may exceed those experienced in prior years. In light of these recent developments, the Company may be unable to continue as a going concern. However, the Company believes that the exposure received in the past year for the Voraxial Separator has positioned the Company to continue generating sales which may supply it with sufficient working capital. 1 ENVIRO VORAXIAL TECHNOLOGY, INC. CONSOLIDATED BALANCE SHEET (Unaudited) ASSETS June 30, 2003 ------------- Current Assets: Cash and cash equivalents $ 123,000 Inventory 70,000 Other current assets 5,000 ----------- Total current assets 198,000 Property, plant and equipment, net 62,000 Other assets 5,000 ----------- $ 265,000 LIABILITIES Current Liabilities: Current portion of obligations under capital Leases $ 32,000 Accounts payable and accrued expenses 322,000 ----------- Total current liabilities 354,000 Commitments and Contingencies Stockholders' Deficit: Capital stock, par value $.001 par value; Common stock, authorized 42,750,000 shares, 13,986,865 shares issued and outstanding, 594,100 shares issuable 15,000 Additional paid-in capital 2,214,000 Deferred Compensation (33,000) Accumulated deficit (2,285,000) ----------- Total Stockholders' Deficit (89,000) ----------- Total Liabilities and Stockholders' Deficit $ 265,000 =========== 2 ENVIRO VORAXIAL TECHNOLOGY, INC. CONSOLIDATED STATEMENTS OF OPERATIONS (UNAUDITED)
For the Three Months For the Six Months Ended June 30, Ended June 30, 2003 2002 2003 2002 ------------ ------------ ------------ ------------ Net sales Product $ 3,000 $ 9,000 $ 3,000 $ 9,000 Contract Revenue -- 17,000 -- 29,000 ------------ ------------ ------------ ------------ 3,000 26,000 3,000 38,000 Cost of goods sold Product 1,000 2,000 1,000 2,000 Contract Revenue -- 2,000 -- 6,000 ------------ ------------ ------------ ------------ 1,000 4,000 1,000 8,000 Gross profit 2,000 22,000 2,000 30,000 ------------ ------------ ------------ ------------ Other (income) and expenses: Research and development 79,000 69,000 160,000 120,000 General and administrative 309,000 74,000 417,000 127,000 Interest expense 1,000 3,000 2,000 6,000 Other Income -- (2,000) -- (2,000) ------------ ------------ ------------ ------------ Total costs and expenses 389,000 144,000 579,000 251,000 ------------ ------------ ------------ ------------ Net Loss $ (387,000) $ (122,000) $ (577,000) $ (221,000) ============ ============ ============ ============ Basic and diluted (loss)per common share $ (.03) $ (.02) $ (.04) $ (.03) ============ ============ ============ ============ Weighted average number of common shares outstanding 14,357,468 7,470,968 14,238,690 7,470,968 ============ ============ ============ ============
3 ENVIRO VORAXIAL TECHNOLOGY, INC. CONSOLIDATED STATEMENTS OF CASH FLOWS (UNAUDITED)
For the Six Months Ended June 30 2003 2002 --------- --------- Cash flows from operating activities: Net Loss $(577,000) $(221,000) Adjustments to reconcile net loss to net cash used in operating activities: Depreciation 16,000 22,000 Deferred Compensation 12,000 -- Stock issued for services rendered 171,000 -- Changes in: Accounts receivable 10,000 Inventory 1,000 2,000 Accounts payable and accrued expenses 76,000 47,000 Deferred revenue -- 2,000 Deposits from customers -- 2,000 --------- --------- Net cash used in operating activities (291,000) (146,000) --------- --------- Cash flows from financing activities: Net proceeds from issuance of common stock 260,000 -- Payments of obligations under capital leases (13,000) (17,000) --------- --------- Net cash provided by financing Activities 247,000 (17,000) --------- --------- Decrease in cash and cash equivalents (44,000) (163,000) Cash and cash equivalents, beginning of period 167,000 323,000 --------- --------- Cash and cash, equivalents, end of period $ 123,000 $ 160,000 ========= =========
4 ENVIRO VORAXIAL TECHNOLOGY, INC. NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED) NOTE A - ORGANIZATION AND OPERATIONS Enviro Voraxial Technology, Inc. (the "Company") is the owner and manufacturer of the patented Voraxial Separator. The Voraxial Separator is a continuous flow turbo machine that efficiently separates a mixture of fluids or fluids and solids at extremely high flow rates while achieving very high levels of purity through the utilization of a strong centrifugal force or vortex. The scalability, efficiency and effectiveness of the Voraxial Separator make the technology universal to any industry requiring the separation of liquids and/or liquids and solids, regardless of the quantity needed to be processed. Prior to 1999, the Company performed contract-manufacturing services to the aerospace and automotive industries through the operation of its high precision engineering machine shop, which designed, manufactured and assembled specialized parts and components. Since 1999, the Company has been focusing its efforts on developing and marketing the Voraxial Separator. The Company has received a great deal of interest from a variety of industries. Although many different industries can utilize and benefit from the Voraxial Separator, the Company is focusing its efforts on a few key opportunities, including wastewater, grit/sand separation, oil-water separation, marine/oil-spill clean up, bilge and ballast treatment, stormwater treatment, and food processing waste treatment markets. The Company may be unable to continue as a going concern, given its limited operations and revenues and our significant losses to date. Since 2001, the Company has encountered greater expenses attributed to the development of our Voraxial Separators and have had limited sales revenues from this development. Consequently, the Company's working capital may be insufficient and its operating costs may exceed those experienced in prior years. In light of these recent developments, the Company may be unable to continue as a going concern. However, the Company believes that the exposure received in the past year for the Voraxial Separator has positioned the Company to continue generating sales and that will provide it with sufficient working capital. NOTE B - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES [1] Principles of consolidation: The consolidated financial statements as of June 30, 2003 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. [2] 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. [3] Property, plant and equipment: Property, plant and equipment are stated at cost. The cost of maintenance and repairs is charged against results of operations as incurred. Depreciation is computed by the straight-line method over the estimated economic useful life of the assets (5 - 20 years). 5 ENVIRO VORAXIAL TECHNOLOGY, INC. NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED) NOTE B - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (CONTINUED) [4] 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 options have been excluded from the calculation since it would be anti-dilutive. Such equity instruments may have a dilutive effect in the future and include the following potential common shares: Warrants 1,950,631 Stock options 2,245,000 --------- 4,195,631 The stock option amount above does not include 375,000 stock options contingently issuable upon the achievement of milestones under a consulting agreement. The timetable to achieve the specified milestones expires in the third quarter of 2003. [5] Inventory: Inventory, which consists of components for the Voraxial Separator, is priced at lower of first-in, first-out cost or market. Inventory includes components held by third parties in connection with pilot programs. As indicated in Note B [6], a significant estimate involves the value of the company's inventory. The value of the inventory was reduced to estimated market value in prior periods. As this inventory is reduced through product sales, the Company may experience profit margins in excess of what normally may be expected to be achieved. [6] Use of estimates: The preparation of financial statements in conformity with accounting principles generally accepted in the United States of America requires management to make estimates and assumptions that affect the amount of assets and liabilities and disclosures of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. Actual results could differ. A significant estimate involves the value of the Company's inventory. [7] 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 at year-end 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. [8] Research and development expenses: Research and development costs are expensed as incurred. 6 ENVIRO VORAXIAL TECHNOLOGY, INC. NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED) NOTE B - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (CONTINUED) [9] Revenue recognition: The Company recognizes contract revenue when earned. Revenues from Voraxial Separators for non-pilot programs are earned when shipped. Shipments to third parties in connection with pilot programs are not recognized as revenue and such components are included in inventory as of June 30, 2003. [10] Fair value of financial instruments: Obligations under capital leases approximate fair value as the interest rates applicable to these debt instruments are comparable to quoted market prices for similar leases. [11] Interim financial statements Financial statements as of June 30, 2003 are unaudited but in the opinion of management the financial statements include all adjustments consisting of normal recurring accruals necessary for a fair presentation of financial position and the comparative results of operation. Results of operations for interim periods are not necessarily indicative of those to be achieved or expected for the entire year. [12] Stock-based compensation: The Company accounts 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 Statement of Financial Accounting Standards ("SFAS") No. 123, "Accounting for Stock-Based Compensation" and SFAS No. 148, "Accounting for Stock-Based Compensation - Transition and Disclosure," which was released in December 2002 as an amendment to SFAS No. 123. The following table illustrates the effect on net loss and loss per share if the fair value based method had been applied to all awards.
Three months ended June 30, Six months ended June 30, 2003 2002 2003 2002 --------- --------- --------- --------- Reported net loss $(387,000) $(122,000) $(577,000) $(221,000) Stock-based employee compensation expense included in reported net loss, net of related tax effects (6,000) -- (12,000) -- Stock-based employee compensation determined under the fair value based method (36,000) (28,000) (72,000) (56,000) --------- --------- --------- --------- Pro forma net loss $(429,000) $(150,000) (661,000) (278,000) ========= ========= ========= ========= Basic and diluted loss per common share: As reported $ (.03) $ (.02) $ (.04) $ (.03) ========= ========= ========= ========= Pro forma $ (.03) $ (.02) $ (.05) $ (.04) ========= ========= ========= =========
7 Item 2. Management's Discussion and Analysis of Financial Condition and Plan of Operations General Forward-Looking Statements: The following discussion of the financial condition and results of operations should be read in conjunction with our consolidated financial statements and related notes thereto. The following discussion contains forward-looking statements. Enviro Voraxial Technology is referred to herein as "the Company", "we" or "our." The words or phrases "would be," "will allow," "intends to," "will likely result," "are expected to," "will continue," "is anticipated," "estimate," "project," or similar expressions are intended to identify "forward-looking statements". Such statements include those concerning our expected financial performance, our corporate strategy and operational plans. Actual results could differ materially from those projected in the forward-looking statements as a result of a number of risks and uncertainties. Statements made herein are as of the date of the filing of this Form 10-QSB with the Securities and Exchange Commission and should not be relied upon as of any subsequent date. Unless otherwise required by applicable law, we do not undertake, and we specifically disclaim any obligation, to update any forward-looking statements to reflect occurrences, developments, unanticipated events or circumstances after the date of such statement. Three Months ended June 30, 2003 and 2002 Net Sales. Our net sales decreased by approximately 88% to $3,000 for the three months ended June 30, 2003 as compared to $26,000 for the previous three months ended June 30, 2002. The majority of sales were related to high precision machining. We do not expect revenues in 2003 from high precision machining as all of our efforts will continue to be focused on building, assembling, marketing and selling the Voraxial Separator. We anticipate that the marketing efforts for the Voraxial Separator will begin to generate revenues by fourth quarter 2003. Research and Development expenses Research and Development expenses increased by 14% to $79,000 for the three months ended June 30, 2003, up from $69,000 for the previous three months ended June 30, 2002. Although the Company has finalized the development of the Voraxial Separator, we increased expenditures for specific industry applications for the technology. General and Administrative expenses General and Administrative expenses increased by 318% to $309,000 for the three months ended June 30, 2003 up from $74,000 for the previous three months ended June 30, 2002. We are focusing our efforts on marketing of the Voraxial Separator. As such, the general and administrative activities supporting the Voraxial Separator have been intensified by the addition of personnel. In addition, during the three months ended June 30, 2003 we contracted with two individuals to provide marketing services for the Voraxial Separator. The consultants were issued an aggregate of 130,000 shares of our common stock in consideration for their services. Six Months ended June 30, 2003 and 2002 Net Sales. Our net sales decreased by approximately 92% to $3,000 for the six months ended June 30, 2003 as compared to $38,000 for the previous six months ended June 30, 2002. Sales were related to 8 high precision machining. We anticipate that the marketing efforts for the Voraxial Separator will begin to generate revenues by fourth quarter 2003. We do not expect revenues in 2003 from high precision machining as all of our efforts will continue to be focused on building, assembling, marketing and selling the Voraxial Separator. Research and Development expenses Research and Development expenses increased by 33% to $160,000 for the six months ended June 30, 2003, up from $120,000 for the previous six months ended June 30, 2002. Although the Company has finalized the development of the Voraxial Separator, we increased expenditures for specific industry applications for the technology. General and Administrative expenses General and Administrative expenses increased by 228% to $417,000 for the six months ended June 30, 2003 up from $127,000 for the previous six months ended June 30, 2002. We are focusing our efforts on marketing of the Voraxial Separator. As such, the general and administrative activities supporting the Voraxial Separator have been intensified by the addition of personnel. In addition, during the six months ended June 30, 2003 we contracted with two individuals to provide marketing services for the Voraxial Separator. The consultants were issued an aggregate of 130,000 shares of our common stock in consideration for their services. Liquidity and capital resources For the six months ended June 30, 2003 our working capital deficiency increased by $128,000 from December 31, 2002. This increase was represented by a decrease in cash of $44,000, decrease in accounts receivable of $10,000, decrease in inventory of $1,000 and an increase in current liabilities of $76,000. Operating at a loss for the three months ended June 30, 2003, negatively impacted our cash position. We anticipate that we will begin generating revenues and positive cash flow from the Voraxial Separator in 2003. To the extent such revenues and corresponding cash flows do not materialize, we will require infusion of capital to sustain our operations. We cannot be assured that we will generate revenues or that the level of any future revenues will be self sustaining. Furthermore, we cannot provide any assurances that required capital will be obtained or that terms of such required capital may be acceptable to us. Continuing losses We may be unable to continue as a going concern, given our limited operations and revenues and our significant losses to date. Since 2001 we have encountered greater expenses in the development of our Voraxial Separators and have had limited sales income from this development. Consequently, our working capital may not be sufficient and our operating costs may exceed those experienced in our prior years. In light of these recent developments, we may be unable to continue as a going concern. However, we believe that the exposure received in the past year for the Voraxial Separator has positioned the Company to begin generating sales and supply us with sufficient working capital. In the beginning of May 2003, we closed the Private Placement which commenced in the first quarter of 2003. We sold a total of 1.4 units of securities to 8 investors for proceeds of $140,000. Each unit consisted of 100,000 shares of restricted common stock at $1.00 per share and 100,000 warrants to purchase 100,000 shares of common stock at $1.50 per share. The warrants are exercisable for a period of five years from the date of closing. The transaction was 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 to the viability of the Company. 9 In May 2003, we commenced a second Private Placement and as of June 30, 2003 have sold 1.35 units of securities to 3 investors for proceeds of $135,000. Each unit consisted of 166,666 shares of restricted common stock at $0.60 per share and 166,666 warrants to purchase 166,666 shares of common stock at $1.00 per share. The warrants are exercisable for a period of five years from the date of closing. The transaction was 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 to the viability of the Company. Item 3. Controls and Procedures We have carried out an evaluation, under the supervision and with the participation of our management, including our Chief Executive Officer (the "CEO") and our Principal Financial Officer, of the effectiveness of the design and operation of our disclosure controls and procedures (as defined in Rule 13a-15(e) and 15d-15(e) under the Securities Exchange Act of 1934, as amended (the "Act")) as of the end of the fiscal quarter covered by this report. Based upon that evaluation, our CEO and Principal Financial Officer concluded that our disclosure controls and procedures are effective in providing reasonable assurance that (a) the information required to be disclosed by us in the reports that we file or submit under the Act is recorded, processed, summarized and reported within the time periods specified in the Securities and Exchange Commission's rules and forms, and (b) such information is accumulated and communicated to our management, including our CEO and Principal Financial Officer, as appropriate to allow timely decisions regarding required disclosure. There has been no changes in our internal control over financial reporting during the fiscal quarter covered by this report that has materially affected, or is reasonably likely to materially affect, our internal control over financial reporting. PART II. OTHER INFORMATION Item 1. Legal Proceedings None. Item 2. Changes in Securities and Use of Proceeds In January 2003, we issued warrants to purchase an aggregate of 310,000 shares of common stock exercisable at $1.00 per share. The warrants were issued pursuant to two separate employment agreements. In February 2003, we extended the exercisable life of certain warrants issued in 2000 for a period of one year. The warrants now expire in February 2004. In the beginning of May 2003, we closed the Private Placement which commenced in the first quarter of 2003. We sold 1.4 units of securities to 8 investors for proceeds of $140,000. Each unit consisted of 100,000 shares of restricted common stock at $1.00 per share and 100,000 warrants to purchase 100,000 shares of common stock at $1.50 per share. The warrants are exercisable for a period of five years from the date of closing. The transaction was 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 to the viability of the Company. 10 We commenced a second Private Placement and as of June 30, 2003 have sold 1.35 units of securities to 3 investors for proceeds of $135,666. Each unit consisted of 166,666 shares of restricted common stock at $0.60 per share and 166,000 warrants to purchase 166,666 shares of common stock at $1.00 per share. The warrants are exercisable for a period of five years from the date of closing. The transaction was 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 to the viability of the Company. During April 2003 we contracted with two individuals to provide the Company with marketing services under separate consulting agreements. Each consulting agreement is for a term of six months. The individuals received an aggregate of 130,000 shares of our common stock in consideration for their services. The shares were issued pursuant to the exemption from registration provided by Section 4(2) of the Securities Act. The shares received by the individuals were marked with a legend restricting their transferability without registration or applicable exemption. In addition, the individuals had access to current information concerning the Company and had the opportunity to ask questions about the Company. Item 3. Default Upon Senior Securities None. Item 4. Submission of Matters to a Vote of Securities None. Item 5. Other Information None. Item 6. Exhibits and Reports on Form 8-K (a) Exhibits required by Item 601 of Regulation S-B 31.1 Form 302 Certification of CEO 31.2 Form 302 Certification of Principal Financial Officer 32.1 Form 906 Certification of CEO 32.2 Form 906 Certification of Principal Financial Officer (b) Reports on Form 8-K None. 11 SIGNATURE Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned as a duly authorized officer of the Registrant. Enviro Voraxial Technology, Inc. By: /s/ Alberto DiBella ------------------------------------------------------- Alberto DiBella Chief Executive Officer and Principal Financial Officer DATED: August 19, 2003 12 EX-31.1 3 ev_ex31-1.txt EXHIBIT 31.1 CERTIFICATION I, Alberto DiBella, certify that: 1. I have reviewed this report on Form 10-QSB of Enviro Voraxial Technology, Inc.; 2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report; 3. Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report; 4. The registrant's other certifying officer(s) and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) for the registrant and have: (a) Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared; (b) Evaluated the effectiveness of the registrant's disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and (c) Disclosed in this report any change in the registrant's internal control over financial reporting that occurred during the registrant's most recent fiscal quarter (the registrant's fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant's internal control over financial reporting; and 5. The registrant's other certifying officer(s) and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant's auditor and the audit committee of the registrant's board of directors (or persons performing the equivalent functions): (a) All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant's ability to record, process, summarize and report financial information; and (b) Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant's internal control over financial reporting. Date: August 18, 2003 /s/ Alberto DiBella - ----------------------- Alberto DiBella Chief Executive Officer EX-31.2 4 ev_ex31-2.txt EXHIBIT 31.2 CERTIFICATION I, Alberto DiBella, certify that: 1. I have reviewed this report on Form 10-QSB of Enviro Voraxial Technology, Inc.; 2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report; 3. Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report; 4. The registrant's other certifying officer(s) and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) for the registrant and have: (a) Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared; (b) Evaluated the effectiveness of the registrant's disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and (c) Disclosed in this report any change in the registrant's internal control over financial reporting that occurred during the registrant's most recent fiscal quarter (the registrant's fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant's internal control over financial reporting; and 5. The registrant's other certifying officer(s) and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant's auditor and the audit committee of the registrant's board of directors (or persons performing the equivalent functions): (a) All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant's ability to record, process, summarize and report financial information; and (b) Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant's internal control over financial reporting. Date: August 18, 2003 /s/ Alberto DiBella - --------------------------- Alberto DiBella Principal Financial Officer EX-32.1 5 ev_ex32-1.txt EXHIBIT 32.1 SECTION 1350 CERTIFICATION CERTIFICATION PURSUANT TO\ 13 U.S.C. SECTION 1350, AS ADOPTED PURSUANT TO SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002 In connection with the quarterly report of Enviro Voraxial Technology, Inc. (the "Company") on Form 10-QSB for the period ended June 30, 2003 as filed with the Securities and Exchange Commission on the date hereof (the "Report"), I, Alberto DiBella, Chief Executive Officer of the Company, certify, pursuant to 13 U.S.C. ss. 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, that: 1. The Report fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934; and 2. The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company. Date: August 18, 2003 /s/ Alberto DiBella - ----------------------- Alberto DiBella Chief Executive Officer EX-32.2 6 ev_ex32-2.txt EXHIBIT 32.2 SECTION 1350 CERTIFICATION CERTIFICATION PURSUANT TO\ 13 U.S.C. SECTION 1350, AS ADOPTED PURSUANT TO SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002 In connection with the quarterly report of Enviro Voraxial Technology, Inc. (the "Company") on Form 10-QSB for the period ended June 30, 2003 as filed with the Securities and Exchange Commission on the date hereof (the "Report"), I, Alberto DiBella, Principal Financial Officer of the Company, certify, pursuant to 13 U.S.C. ss. 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, that: 1. The Report fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934; and 2. The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company. Date: August 18, 2003 /s/ Alberto DiBella - --------------------------- Alberto DiBella Principal Financial Officer -----END PRIVACY-ENHANCED MESSAGE-----