-----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, JGoCZFy9zQlbS33st5lUdtw6yUSoXi0V2MRYptYEIwgAKLMO54S0D4WVU2lSttEX uLhc5J6eN8wfMJD6gv1TOw== 0001144204-09-033381.txt : 20090618 0001144204-09-033381.hdr.sgml : 20090617 20090618172608 ACCESSION NUMBER: 0001144204-09-033381 CONFORMED SUBMISSION TYPE: 10-Q PUBLIC DOCUMENT COUNT: 3 CONFORMED PERIOD OF REPORT: 20090430 FILED AS OF DATE: 20090618 DATE AS OF CHANGE: 20090618 FILER: COMPANY DATA: COMPANY CONFORMED NAME: EV Innovations, Inc. CENTRAL INDEX KEY: 0001141263 STANDARD INDUSTRIAL CLASSIFICATION: MISCELLANEOUS ELECTRICAL MACHINERY, EQUIPMENT & SUPPLIES [3690] IRS NUMBER: 880490890 STATE OF INCORPORATION: NV FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 10-Q SEC ACT: 1934 Act SEC FILE NUMBER: 000-33391 FILM NUMBER: 09899399 BUSINESS ADDRESS: STREET 1: 5001 E. BONANZA, SUITE 138-145, CITY: LAS VEGAS STATE: NV ZIP: 89110 BUSINESS PHONE: (818) 780-2403 MAIL ADDRESS: STREET 1: 5001 E. BONANZA, SUITE 138-145, CITY: LAS VEGAS STATE: NV ZIP: 89110 FORMER COMPANY: FORMER CONFORMED NAME: Hybrid Technologies Inc. DATE OF NAME CHANGE: 20050404 FORMER COMPANY: FORMER CONFORMED NAME: WHISTLER INVESTMENTS INC /NV/ DATE OF NAME CHANGE: 20010523 10-Q 1 v152763_10q.htm Unassociated Document
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549

FORM 10-Q

x
Quarterly Report pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

For the quarterly period ended April 30, 2009


 
¨
Transition Report pursuant to 13 or 15(d) of the Securities Exchange Act of 1934

For the transition period from                             to                              

Commission File Number               000-33391

EV INNOVATIONS, INC.

(Exact name of Small Business Issuer as specified in its charter)

Nevada
 
88-0490890
(State or other jurisdiction of
 
(IRS Employer Identification No.)
incorporation or organization)
   

4894 Lone Mountain #168, Las Vegas NV
 
89130
(Address of principal executive offices)
 
(Postal or Zip Code)

Issuer's telephone number, including area code: 702-425-7376


Former name, former address and former fiscal year, if changed since last report)

Check  whether the issuer (1) filed all reports  required to be filed by Section 13 or 15(d) of the  Exchange  Act during the past 12 months (or for such shorter period that the registrant was required to file such reports),  and (2) has been subject to such filing requirements for the past 90 days. x Yes ¨ No

Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T (§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 ¨    No ¨

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, or a smaller reporting company.  (Check One):

Large accelerated filer  ¨
 
Accelerated filer  ¨
     
Non-accelerated filer ¨
 
Smaller reporting company  x
(Do not check if a smaller reporting company)

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

APPLICABLE ONLY TO CORPORATE ISSUERS
 
The number of shares outstanding the issuer's common stock, $.001 par value, was 20,468,591 as of June 11, 2009.

 
 

 

EV INNOVATIONS, INC.

INDEX
Page No.

TABLE OF CONTENTS

   
Page No.
 
PART I. FINANCIAL INFORMATION
     
       
ITEM I - Unaudited Consolidated Financial Statements
     
       
Consolidated Balance Sheets as of April 30, 2009 and July 31, 2008 (Unaudited)
    4  
         
Consolidated Statements of Operations for the Nine and Three Months Ended April 30, 2009 and 2008 (Unaudited)
    5  
         
Consolidated Statement of Stockholders Deficiency (Unaudited)
    6  
         
Consolidated Statements of Cash Flows for the Nine Months Ended April 30, 2009 and 2008 (Unaudited)
    7  
         
Notes to Unaudited Consolidated Financial Statements
    8  
         
ITEM 2 - Management's Discussion and Analysis of Financial Condition and Results of Operations.
    21  
         
ITEM 3 – Quantitative and Qualitative Disclosures About Market Risk
    26  
         
ITEM 4T– Controls and Procedures.
    27  
         
PART II. OTHER INFORMATION
       
         
ITEM 6 - Exhibits
    27  
         
EXHIBIT 31 - Certification pursuant to Section 302 of the Sarbanes- Oxley Act of 2002
       
         
EXHIBIT 32 - Certification pursuant to Section 906 of the Sarbanes- Oxley Act of 2002
       

 
2

 

PART I. FINANCIAL INFORMATION

Item 1. Financial Statements

Certain information and footnote disclosures required under accounting principles generally accepted in the United States of America have been condensed or omitted from the following consolidated financial statements pursuant to the rules and regulations of the Securities and Exchange Commission. It is suggested that the following consolidated financial statements be read in conjunction with the year-end consolidated financial statements and notes thereto included in the Company's Annual Report on Form 10-K for the year  ended July 31, 2008.

The results of operations for the nine months ended April 30, 2009 and 2008 are not necessarily indicative of the results for the entire fiscal year or for any other period.

 
3

 

A Development Stage Company

Consolidated Balance Sheets
(UNAUDITED)

   
April 30,
   
July 31,
 
   
2009
   
2008
 
ASSETS
           
             
Current assets:
           
Cash
  $ 6,196     $ 101,095  
Accounts receivable, net of allowance for doubtful accounts of $0
    48,310       13,601  
Inventories
    299,413       287,310  
Employee advances
    2,114       -  
Other current assets
    9,102       69,119  
Total current assets
    365,135       471,125  
                 
Property and equipment, net
    2,065,316       2,014,580  
                 
Other long term assets:
               
Other assets
    1,600       51,600  
Deferred patent costs
    21,042       19,903  
Total other long term assets
    22,642       71,503  
                 
    $ 2,453,093     $ 2,557,208  
                 
LIABILITIES AND STOCKHOLDERS' DEFICIENCY
               
                 
Current liabilities:
               
Current portion of long-term debt
  $ 32,538     $ 32,422  
Accounts payable and accrued expenses
    707,951       330,183  
Customer deposits
    470,892       149,160  
Advances from related parties
    163,948       38,000  
Total current liabilities
    1,375,329       549,765  
                 
Long-term debt - less current portion above
    7,261,292       6,135,408  
                 
Commitments and contingencies
    -       -  
                 
Stockholders' deficiency:
               
Preferred stock, $.001 par value, 5,000,000 shares authorized, no shares issued
    -       -  
Common stock, $.001 par value, 50,000,000 authorized; outstanding 20,468,591 at April 30, 2009 and 7,782,419 at July 31, 2008, respectively
    20,469       7,781  
Additional paid-in-capital
    50,453,637       47,806,075  
Deficit accumulated during the development stage
    (56,645,095 )     (51,947,451 )
Cumulative other comprehensive income (loss)
    (12,539 )     5,630  
Total stockholders' deficiency
    (6,183,528 )     (4,127,965 )
                 
    $ 2,453,093     $ 2,557,208  

SEE NOTES TO UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS

 
4

 

A Development Stage Company

Consolidated Statements of Operations
(UNAUDITED)

                           
INCEPTION
 
   
NINE MONTHS ENDED
   
THREE MONTHS ENDED
   
(April 12, 2000)
 
   
April 30,
   
April 30,
   
THROUGH
 
   
 
2009
   
2008
   
2009
   
2008
   
April 30, 2009
 
                               
Sales
  $ 243,141     $ 208,703     $ 22,085     $ -     $ 2,212,195  
                                         
Costs and expenses:
                                       
Cost of sales
    403,322       262,035       112,781       -       2,936,885  
General and administrative
    3,140,944       3,016,426       2,835,849       1,730,006       45,600,605  
Research and development
    820,667       1,058,180       657,712       657,350       8,192,360  
Loss from sale of other assets
    -       1,985       -       1,918       314,381  
      4,364,933       4,338,626       3,606,342       2,389,274       57,044,231  
                                         
 Loss from continuing operations
    (4,121,792 )     (4,129,923 )     (3,584,257 )     (2,389,274 )     (54,832,036 )
                                         
Other income (expense):
                                       
Interest expense
    (634,747 )     (142,349 )     (213,649 )     (97,264 )     (1,607,298 )
Interest income
    2,293       -       7,077       -       2,293  
Other income
    60,166       413       36,665       (14,408 )     1,006,554  
Gain from sale of subsidiaries
    -       162,129       -       162,129       -  
Bad debt
    (3,564 )     -       (3,564 )     -       (3,564 )
                                         
Net loss from continuing operations
    (4,697,644 )     (4,109,730 )     (3,757,728 )     (2,338,817 )     (55,434,051 )
                                         
Provision for income tax
    -       -       -       -       -  
                                         
Net loss from continuing operations
    (4,697,644 )     (4,109,730 )     (3,757,728 )     (2,338,817 )     (55,434,051 )
                                         
Discontinued operations:
                                       
Loss from discontinued operations
    -       (542,534 )     -       61,144       (1,320,313 )
Gain on disposal of discontinued operations
    -       -       -       -       90,069  
    Net loss on discontinued operations
    -       (542,534 )     -       61,144       (1,230,244 )
                                         
Loss from continued and discontinued operations
    (4,697,644 )     (4,652,264 )     (3,757,728 )     (2,277,673 )     (56,664,295 )
                                         
Minority interest share of loss of consolidated subsidiaries from discontinued operations
    -       2,377       -       -       19,200  
                                         
Net loss
    (4,697,644 )     (4,649,887 )     (3,757,728 )     (2,277,673 )     (56,645,095 )
                                         
Other comprehensive income (loss):
                                       
  Foreign currency translation
    2,473       5,579       3,323       7,270       8,103  
                                         
Net comprehensive loss
  $ (4,695,171 )   $ (4,644,308 )   $ (3,754,405 )   $ (2,270,403 )   $ (56,636,992 )
                                         
Net loss per share - basic and diluted - continuing operations
  $ (0.43 )   $ (0.79 )   $ (0.22 )   $ (0.45 )        
                                         
Weighted shares outstanding - basic and diluted - continuing operations
    10,912,562       5,222,390       17,383,302       5,238,069          
                                         
Net gain (loss) per share - basic and diluted - discontinued operations
  $ -     $ (0.10 )   $ -     $ 0.01          
                                         
Weighted shares outstanding - basic and diluted - discontinued operations
    10,912,562       5,222,390       17,383,302       5,238,069          
 
SEE NOTES TO UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS

 
5

 

EV INNOVATIONS, INC.
A Development Stage Company

Consolidated Statement of Stockholder's Equity (Deficiency)
(UNAUDITED)
 
                     
Deficit
                   
                     
Deficit
                   
                     
Accumulated
         
Cumulative
       
               
Additional
   
During the
         
Other
       
   
Common stock
         
Paid-in
   
Development
   
Subscription
   
Comprehensive
       
   
Shares
   
Amount
   
Capital
   
Stage
   
Receivable
   
Income (loss)
   
Total
 
                                           
Balance April 12, 2000
    -     $ -     $ -     $ -     $ -     $ -     $ -  
                                                         
Stock issuances
                                                       
Issuance of stock for cash
    36,214       362       88,933       -       -       -       89,295  
Net loss for the period
    -       -       -       (7,773 )     -       -       (7,773 )
                                                         
Balance January 31, 2001
    36,214       362       88,933       (7,773 )     -       -       81,522  
                                                         
Net loss for the year
    -       -       -       (65,618 )     -       -       (65,618 )
                                                         
Balance January 31, 2002
    36,214       362       88,933       (73,391 )     -       -       15,904  
                                                         
Stock issuances
                                                       
Non-cash issuance of common stock
    171,429       (154 )     400,159       -       -       -       400,005  
Value of rent donated by a related party
    -       -       6,000       -       -       -       6,000  
Net loss for the year
    -       -       -       (825,493 )     -       -       (825,493 )
                                                         
Balance January 31, 2003
    207,643       208       495,092       (898,884 )     -       -       (403,584 )
                                                         
Stock issuances
                                                       
Non-cash issuance of stock
    48,214       48       (48 )     -       -       -       -  
Employee stock based compensation
    -       -       4,660,000       -       -       (4,660,000 )     -  
Exercise of options, split adjusted
    33,686       34       589,466       -       -       -       589,500  
Expenses paid with stock
    107       -       8,750       -       -       -       8,750  
Amortization of deferred stock compensation
    -       -       -       -       -       4,394,000       4,394,000  
Issuance of common stock for cash and note
    2,025       2       199,998       -       (50,000 )     -       150,000  
Net loss for the year
    -       -       -       (5,261,224 )     -       -       (5,261,224 )
                                                         
Balance January 31, 2004
    291,675       292       5,953,258       (6,160,108 )     (50,000 )     (266,000 )     (522,558 )
                                                         
Stock issuances
                                                       
Return of non-cash issuance
    (48,214 )     (48 )     48       -       -       -       -  
Stock redemption
    (42,857 )     (43 )     43       -       -       -       -  
Employee stock based compensation
    -       -       7,071,467       -       -       -       7,071,467  
Exercise of options
    51,090       51       925,244       -       -       -       925,295  
Stock re-issuance
    42,857       43       (43 )     -       -       -       -  
Amortization of deferred stock compensation
    -       -       -       -       -       266,000       266,000  
Basis of assets acquired less then purchase price
    -       -       (54,656 )     -       -       -       (54,656 )
Stock dividend
    29,455       29       (29 )     -       -       -       -  
Collection of receivable
    -       -       -       -       50,000       -       50,000  
Net loss for the year
    -       -       -       (12,586,255 )     -       -       (12,586,255 )
                                                         
Balance January 31, 2005
    324,006       324       13,895,332       (18,746,363 )     -       -       (4,850,707 )
                                                         
Stock issuance
                                                       
Exercise of options
    452       -       60,800       -       -       -       60,800  
Sale of stock for cash
    190       -       20,000       -       -       -       20,000  
Stock issued for related party advances
    23,810       24       3,384,570       -       -       -       3,384,594  
Stock dividend
    17,423       17       (17 )     -       -       -       -  
Options issued for expenses
    -       -       250,000       -       -       -       250,000  
Net loss for the period
    -       -       -       (2,918,739 )     -       -       (2,918,739 )
                                                         
Balance July 31, 2005
    365,882       365       17,610,685       (21,665,102 )             -       (4,054,052 )
                                                         
Stock issuances
                                                       
Value of stock options issued
    -       -       7,577,255       -       -       -       7,577,255  
Exercise of options
    70,024       70       9,435,930       -       -       -       9,436,000  
Stock issued for debt
    606,310       606       2,999,393       -       -       -       2,999,999  
Stock dividend
    190,886       191       (191 )     -       -       -       -  
Net loss for the year
    -       -       -       (13,126,909 )     -       -       (13,126,909 )
                                                         
Balance July 31, 2006
    1,233,101       1,232       37,623,072       (34,792,011 )     -       -       2,832,293  
                                                         
Stock issuances
                                                       
Value of stock options issued (valued at $1.05 per share)
    -       -       2,103,600       -       -       -       2,103,600  
Exercise of options (valued at $3.55 per share)
    57,429       57       4,281,243       -       -       -       4,281,300  
Stock issued for debt
    -       -       -       -               -       -  
Stock dividends
    442,828       443       (443 )     -       -       -       -  
Net loss for the year
    -       -       -       (10,619,757 )     -       -       (10,619,757 )
                                                         
Foreign currency transactions
    -       -       -       -       -       (7,860 )     (7,860 )
                                                         
Balance July 31, 2007
    1,880,977       1,880       46,607,324       (45,411,768 )     -       (7,860 )     1,189,576  
                                                         
Stock issuances
                                                       
Value of stock options issued (valued at $1.8933 per share)
    -               804,652                               804,652  
Common stock issued as collateral on loan
    476,190       476       (476 )     -       -       -       -  
Reverse stock split adjustment
    138       -       -       -       -       -       -  
Common stock issued as collateral on loan
    5,357,142       5,357       (5,357 )     -       -       -       -  
Exercise of options  (valued at $1.96 per share)
    67,972       68       399,932       -       -       -       400,000  
Net loss for the year
    -       -       -       (6,535,683 )     -       -       (6,535,683 )
                                                         
Foreign currency transactions
    -       -       -       -       -       13,490       13,490  
                                                         
Balance July 31, 2008
    7,782,419       7,781       47,806,075       (51,947,451 )     -       5,630       (4,127,965 )
                                                         
Stock issuances
                                                       
Value of stock options issued (valued at $0.90 per share)
            -       1,746,900       -       -       -       1,746,900  
Exercise of options (valued at $0.90 per share)
    1,167       1       (1 )     -       -       -       -  
Reverse stock split adjustment
    327       2       (2 )     -       -       -       -  
Common stock issued as collateral on loan
    11,666,664       11,667       (11,667 )     -       -       -       -  
Exercise of options (valued at $0.90 per share)
    1,018,014       1,018       912,332       -       -       -       913,350  
Net (loss) for the period
    -       -       -       (4,697,644 )     -       -       (4,697,644 )
                                                         
Foreign currency transactions
    -       -       -       -       -       (18,169 )     (18,169 )
                                                         
Balance April 30, 2009
    20,468,591     $ 20,469     $ 50,453,637     $ (56,645,095 )   $ -     $ (12,539 )   $ (6,183,528 )
 
SEE NOTES TO UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS

 
6

 

A Development Stage Company

Consolidated Statements of Cash Flows
(UNAUDITED)

               
Inception
 
               
(April 12, 2000)
 
   
NINE MONTHS ENDED
   
through
 
   
April 30,
   
April 30,
 
         
 
2009
   
2008
   
2009
 
                   
Cash provided (used in) Operating Activities:
                 
Net (loss)
  $ (4,697,644 )   $ (4,649,887 )   $ (56,645,095 )
Adjustments to reconcile net (loss) to cash
                       
Depreciation and amortization
    69,534       90,674       889,500  
Bad debt expense
    -       9,678       186,582  
Gain/loss of sale of other assets
    -       -       315,169  
Minority interest in income
    -       (2,377 )     -  
Non cash stock-based compensation
    1,746,900       804,652       26,297,193  
(Increase) in accounts receivable
    (34,709 )     (82,699 )     (234,892 )
(Increase) in inventories
    (12,103 )     220,845       (299,413 )
(Increase) in employee advances
    (2,114 )     -       (2,114 )
(Increase) decrease in prepaid expenses and other assets
    60,017       60,223       (9,102 )
Loss on sale of property and equipment
    -       (1,918 )     -  
Decrease in other assets
    50,000       (5,061 )     -  
Increase (decrease) in accounts payable and accrued expenses
    916,087       (154,630 )     1,246,270  
Increase in customer deposits
    321,732       65,800       470,892  
(Increase) decrease in deferred revenue
    -       (2,990 )     -  
(Gain) on sale of subsidiary
    -       (162,129 )     (90,069 )
Loss from discontinued operations
    -       -       1,320,313  
Cash used in operating activities
    (1,582,300 )     (3,809,819 )     (26,554,766 )
                         
Cash provided by (used in) Investing Activities:
                       
Increase in other assets
    -       41,224       (1,452,353 )
Proceeds from sale of other assets
    -       -       1,136,372  
Proceeds from sale of subsidiary
    -       215,000       215,000  
Purchase of property and equipment
    (120,270 )     (20,469 )     (1,259,102 )
Proceeds from sale of property and equipment
    -       29,005       108,318  
Investment in subsidiaries
    -       (52,871 )     (688,220 )
Increase in deferred patent costs
    (1,139 )     (21,987 )     (21,042 )
Cash (used in) provided by investing activities
    (121,409 )     189,902       (1,961,027 )
                         
Cash provided (used in) by Financing Activities:
                       
Proceeds from the exercise of stock options
    -       400,000       15,692,895  
Collection of stock receivable
    -       -       50,000  
Proceeds from the issuance of debt
    610,951       4,421,662       9,725,664  
Advances from related parties
    1,722,304       3,539,995       14,392,111  
Payments of related party advances
    (683,006 )     (3,666,162 )     (10,155,289 )
Payments of debt
    (23,270 )     (1,071,601 )     (1,430,153 )
Proceeds from the issuance of common stock
    -       -       259,300  
Cash provided by financing activities
    1,626,979       3,623,894       28,534,528  
                         
Effect of exchange rate changes on cash and cash equivalents
    (18,169 )     7,860       (12,539 )
                         
Net increase (decrease) in cash
    (94,899 )     11,837       6,196  
                         
Cash at beginning of period
    101,095       3,775       -  
                         
Cash at end of period
  $ 6,196     $ 15,612     $ 6,196  
                         
Supplemental information:
                       
Cash paid during the year for:
                       
Interest paid
  $ 54,389     $ 45,006          
Income taxes paid
  $ -     $ -          
Non - cash financing activities:
                       
Fixed assets acquired by the issuance of debt
  $ -     $ -     $ 1,300,000  
Shares issued for related party advances
  $ -     $ -     $ 3,000,000  
Accrued expenses charged to long term debt
  $ 28,850     $ -     $ 28,850  

SEE NOTES TO UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS

 
7

 

EV INNOVATIONS, INC.
A Development Stage Company

NOTES TO UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS 

Note 1. Financial statement presentation

The financial statements have been prepared in accordance with Securities Exchange Commission requirements for interim financial statements.  Therefore, they do not include all information and footnotes required by accounting principles generally accepted in the United States for complete financial statements.  These financial statements should be read in conjunction with the financial statements and notes thereto contained in the Company's Annual Report on form 10-K for the year ended July 31, 2008 as filed with the Securities Exchange Commission.

The results of operations for the interim periods shown in this report are not necessarily indicative of results to be expected for the full year.  In the opinion of management, the information contained herein reflects all adjustments necessary to make the results of operations for the interim period a fair statement of such operations.  All such adjustments are of a normal recurring nature.

History and Nature of Business
EV Innovations, Inc. (formerly Hybrid Technologies, Inc.) was incorporated under the laws of the State of Nevada on April 12, 2000. EV Innovations, Inc.'s (the “Company”) original business was the exploration and development of mineral interests. The Company abandoned these interests in 2003.

The Company is currently pursuing the development and marketing of electric powered vehicles and products based on the advanced lithium battery technology it has developed. At April 30, 2009 the Company deems itself a development stage company as planned principal operations are minimal in its primary line of business.

On April 16, 2008, the Company sold their controlling interest of approximately 69% of the outstanding common stock in Zingo, Inc. (now Superlattice Power, Inc., “SPI”). Prior to April 16, 2008, SPI was a related party who provided telecommunication services to business and residential customers utilizing VOIP technology and currently is researching and developing rechargeable lithium ion batteries.

Effective April 15, 2008, the Company entered into a license agreement with SPI providing for their license to SPI of their patent applications and technologies for rechargeable lithium ion batteries for electric vehicles and other applications (“licensed products”). Under the license agreement, the Company has the right to purchase their requirements of lithium ion batteries from SPI, and their requirements of lithium ion batteries shall be supplied by SPI in preference to, and on a priority basis as compared with, supply and delivery arrangements in effect for other customers of SPI. The Company’s cost for lithium ion batteries purchased from SPI shall be SPI’s actual manufacturing costs for such batteries for the fiscal quarter of SPI in which the Company’s purchase takes place.

SPI has agreed to invest a minimum of $1,500,000 in each of the next two years in development of the technology for the Licensed Products. To date, investments have been made in the amount of $180,734. If the SPI does not make the required investments, it will be in default under the license agreement; the Company would have the right to terminate the license agreement.

 
8

 

EV INNOVATIONS, INC.
A Development Stage Company

NOTES TO UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS

Basis of presentation
The Company’s financial statements for the nine months ended April 30, 2009 have been prepared on a going concern basis which contemplates the realization of assets and settlement of liabilities and commitments in the normal course of business. The Company had $243,141 of revenue for the nine months ending April 30, 2009, and as of April 30, 2009, there was a stockholders’ deficiency of approximately $6.2 million. Management recognized that the Company’s continued existence is dependent upon its ability to obtain needed working capital through additional equity and/or debt financing and revenue to cover expenses as the Company continues to incur losses.

The Company’s business is subject to most of the risks inherent in the establishment of a new business enterprise. The likelihood of the Company’s success must be considered in light of expenses, difficulties, delays and unanticipated challenges encountered in connection with the formation of a new business, raising operating and development capital, and the marketing of new products.  There is no assurance the Company will ultimately achieve a profitable level of operations.

The Company presently does not have sufficient liquid assets to finance its anticipated funding needs and obligations.  The Company’s continued existence is dependent upon its ability to obtain needed working capital through additional equity and/or debt financing and achieve a level of sales adequate to support its cost structure. Management is actively seeking additional capital to ensure the continuation of its current activities and complete its proposed activities. However, there is no assurance that additional capital will be obtained. These uncertainties raise substantial doubt about the ability of the Company to continue as a going concern. The accompanying financial statements do not include any adjustments that might result from the outcome of these uncertainties should the Company be unable to continue as a going concern.

SIGNIFICANT ACCOUNTING POLICIES

Basis of consolidation
The consolidated financial statements included the accounts and records of the Company and its wholly-owned and majority-owned subsidiaries. All significant intercompany accounts and transactions have been eliminated. The Company does not have any special purpose entities.

Where the Company’s ownership is less than 100 percent, the minority ownership interests are reported in the Consolidated Balance Sheets as a liability.  The Company record minority interest expense which reflects the portion of the earnings (loss) of majority owned operations which are applicable to the minority interest partners. The minority ownership of the Company’s earnings is classified as “Minority interest share of (earnings) loss of consolidated subsidiaries” from discontinued operations in the Consolidated Statements of Operations.

The following is a listing of the Company's subsidiaries and its ownership interests:

Global Electric, Corp.
    67.57 %
R Electric Car, Co.
    67.57 %
Solium Power, Corp.
    67.57 %
Hybrid Technologies USA Distributing Inc.
    100.00 %
Hybrid Electric Vehicles India Pvt. Ltd.
    100.00 %

Estimates
The preparation of financial statements prepared in accordance with the accounting standards 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 disclosure of contingent assets and liabilities at the date of the financial statements. Actual results could differ from those estimates.

 
9

 

EV INNOVATIONS, INC.
A Development Stage Company

NOTES TO UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS

Financial instruments
The fair value of accounts receivables, accounts payable and accrued expenses and advances from related parties approximates fair value based on their short maturities. The fair value of notes payable approximate fair value based the value of other notes having the same or similar terms, interest rates and collateral.

Accounts receivables
The Company provides credit to customers in the normal course of business. An allowance for accounts receivable is estimated by management based in part on the aging of receivables and historical transactions. Periodically management reviews accounts receivable for accounts that appear to be uncollectible and writes off these uncollectible balances against the allowance accordingly.

Inventories
Inventories are stated at the lower of cost or market. Cost is based on the specific identification method.

Property and equipment
Property and equipment are recorded at cost less accumulated depreciation. Depreciation of property and equipment are accounted for by accelerated methods over the following estimated useful lives:

   
Lives
 
Methods
Building improvements
 
39 years
 
Straight line
Furniture and fixtures
 
10 years
 
Accelerated
Software
 
3-5 years
 
Straight line
Computers
  
5 years
  
Straight line

Deferred patent costs
The Company capitalizes costs directly incurred in pursuing patent applications as deferred patent costs. When such applications result in an issued patent, the related costs are amortized over the remaining legal life of the patents, which is assumed to be 17 years, using the straight-line method. On a quarterly basis, the Company reviews the issued patents and pending patent applications and if the Company determines to abandon a patent application, or an issued patent no longer has economic value, the unamortized balance in deferred patent costs relating to that patent is immediately expensed. As of April 30, 2009 there were only pending patent applications.

Stock based compensation
The Company issues stock options to employees and other certain service providers under stockholder approved stock option programs that provide the right to purchase the Company’s stock pursuant to stock purchase programs. The Company also issued common stock for services performed.  The fair value of the stock options issued is estimated on the date of grant using the Black Scholes Option Pricing Model.  The fair value of common stock issued for services is estimated on the date of issuance based on the value of the stock issued or the consideration received.

 
10

 

EV INNOVATIONS, INC.
A Development Stage Company

NOTES TO UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS

Revenue recognition
The Company recognizes revenue in accordance with the guidance contained in SEC Staff Accounting Bulletin No. 104, "Revenue Recognition in Financial Statements" and other relevant accounting literature.  Revenue is recognized when the product has been delivered and title and risk of loss have passed to the customer, collection of the resulting receivable is deemed reasonably assured by management, persuasive evidence of an arrangement exists and the sale price is fixed and determinable.

Shipping and handling
Shipping and handling costs related to services and product sales are expensed as incurred.

Advertising
Advertising costs are expensed as incurred and are included in general and administrative expenses. Total advertising expenditures for the nine months ended April 30, 2009 and 2008 and inception (August 12, 2000) to April 30, 2009 date amounted to approximately $397,000, $204,200 and $2,354,000, respectively.

Research and development
The Company is currently a research and development (“R&D”) stage company and therefore the Board of Directors has not set a budget for R&D. However, all projects and purchases must be approved before being started or purchased. As of April 30, 2009, there have been expenses put toward research and development. For the nine months ending April 30, 2009, salaries amounted to approximately $689,000 in R&D, parts and supplies was approximately $30,000, shipping charges, battery management systems and other R&D were approximately $7,000, $12,000 and $2,000, respectively.

Concentration of risk
The Company maintains cash deposit accounts and certificates of deposits which at times may exceed federally insured limits. These accounts have not experienced any losses and the Company believes it is not exposed to any significant credit risk related to cash.

Income taxes
The Company accounts for income taxes using an asset and liability approach under which deferred income taxes are recognized by applying enacted tax rates applicable to future years to the differences between the financial statement carrying amounts and the tax bases of reported assets and liabilities.

The principal item giving rise to deferred taxes is the net operating loss carry forward.

Effective August 1, 2007, uncertain tax positions are accounted for in accordance with FASB Interpretation No. 48 "Accounting for Uncertainty in Income Taxes."

Long-lived assets
The Company accounts for long-lived assets in accordance with Statement of Financial Accounting Standard No. 144 (SFAS 144) "Accounting for Long-Lived Assets". The carrying value of long-lived assets is reviewed on a regular basis for the existence of facts and circumstances that may suggest impairment. The Company recognizes impairment when the sum of undiscounted future cash flows is less than the carrying amount of the asset. The write down of the asset is charged to the period in which the impairment occurs.

 
11

 

EV INNOVATIONS, INC.
A Development Stage Company

NOTES TO UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS

Foreign currency translation
The functional currency for some foreign operations is the local currency. Assets and liabilities of foreign operations are translated at balance sheet date rates of exchange and income, expense and cash flow items are translated at the average exchange rate for the period. Translation adjustments in future periods will be recorded in Cumulative Other Comprehensive Income. The translation gains or losses for the nine months ended April 30, 2009 and year ended July 31, 2008 were approximately $18,000 loss and $13,000 gain, respectively.

Comprehensive loss
The Company reports comprehensive loss in accordance with the requirements of SFAS No. 130. For the nine months ended April 30, 2009 and 2008, the difference between net loss and comprehensive loss is foreign currency translation.

Loss per Share
Basic loss per common share is computed by dividing net loss by the weighted average number of common shares outstanding during the specified period.  Diluted loss per common share is computed by dividing net loss by the weighted average number of common shares and potential common shares during the specified period. All potentially dilutive securities, which include options and warrants convertible into 1,028,000 and 1,206,000 common shares at April 30, 2009 and 2008, respectively, have been excluded from the computations, as their effect is anti-dilutive.

Discontinued Operations
In April 2008, the Company completed the sale of SPI. The operations of SPI were accounted for as discontinued operations in the consolidated financial statements for the years presented herein.  The divestiture resulted in a loss of $0 and $542,534, respectively, for the nine months ended April 30, 2009, and 2008, and $1,320,313 from inception (August 12, 2000) through April 30, 2009.

Summarized combined statement of loss for discontinued operations is as follows:

   
NINE MONTHS ENDED
 
   
April 30,
 
   
2009
   
2008
 
Net sales
  $ -     $ 600,303  
Loss before income tax
    -       (1,142,837 )
Provision for income taxes
    -       -  
Loss from operations - net tax
    -       (542,534 )
Gain on sale of discontinued operations
    -       -  
Provision for income taxes
    -       -  
Loss from discontinued operations - net of tax
  $ -     $ (542,534 )

Reclassification
Certain reclassifications have been made to the prior year’s financial statements to conform to the current year presentation. These reclassifications have had no impact on the net. The reclassification consisted of other assets being reclassified as marketable securities. The Company reclassified certain continuing operations to discontinued operations for the nine months ended April 30, 2008 in the Company’s Consolidated Statements of Operations.

 
12

 

EV INNOVATIONS, INC.
A Development Stage Company

NOTES TO UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS

Recently issued accounting pronouncements
In December 2007, the Financial Accounting Standards Board (“FASB”) issued Statement of Financial Accounting Standards (“SFAS”) No. 160, “Noncontrolling Interests in Consolidated Financial Statements – an amendment of ARB No. 51” (“SFAS No. 160”).  SFAS No. 160 amends Accounting Research Bulletin (“ARB”) No. 51 to establish accounting and reporting standards for the noncontrolling (minority) interest in a subsidiary and for the deconsolidation of a subsidiary.  It clarifies that a noncontrolling interest in a subsidiary is an ownership interest in the consolidated entity that should be reported as equity in the Consolidated Financial Statements.  SFAS No. 160 also requires consolidated net income to be reported at amounts that include the amounts attributable to both the parent and the noncontrolling interest on the face of the consolidated statement of income.  Under SFAS No. 160, the accounting for changes in a parent’s ownership interest in a subsidiary that do not result in deconsolidation must be accounted for as equity transactions for the difference between the parent’s carrying value and the cash exchanged in the transaction.  In addition, SFAS No. 160 also requires that a parent recognize a gain or loss in net income when a subsidiary is deconsolidated (except in the case of a spin-off), and requires expanded disclosure in the Consolidated Financial Statements that clearly identify and distinguish between the interests of the parent’s ownership interest and the interests of the noncontrolling owners of a subsidiary.  This Statement is effective for fiscal years, and interim periods within those fiscal years, beginning on or after December 15, 2008.  The Company will adopt SFAS No. 160 on August 1, 2009, as required, and does not believe they will have a significant impact on its financial statements.

In February 2008, the FASB issued FASB Staff Position SFAS 157-1, “Application of SFAS No. 157 to SFAS No. 13 and Its Related Interpretative Accounting Pronouncements that Address Leasing Transactions” (“FSP SFAS 157-1”) and FASB Staff Position SFAS 157-2, “Effective Date of SFAS No. 157” (“FSP SFAS 157-2”). FSP SFAS 157-1 excludes SFAS No. 13 and its related interpretive accounting pronouncements that address leasing transactions from the requirements of SFAS No. 157, with the exception of fair value measurements of assets and liabilities recorded as a result of a lease transaction but measured pursuant to other pronouncements within the scope of SFAS No. 157. FSP SFAS 157-2 delays the effective date of SFAS No. 157 for all nonfinancial assets and nonfinancial liabilities, except those that are recognized or disclosed at fair value in the financial statements on a recurring basis (at least annually). FSP SFAS 157-1 and FSP SFAS 157-2 became effective for the Company upon adoption of SFAS No. 157 on January 1, 2008. The Company will provide the additional disclosures required relating to the fair value measurement of nonfinancial assets and nonfinancial liabilities. The Company will adopt SFAS No. 157 on August 1, 2009, as required, and does not believe the adoption will have a material impact on its financial statements.

In March 2008, the FASB issued SFAS No. 161, “Disclosures about Derivative Instruments and Hedging Activities”, an amendment of FASB Statement No. 133 (“SFAS No. 161”).  The new standard is intended to improve financial reporting about derivative instruments and hedging activities by requiring enhanced disclosures to enable investors to better understand their effects on an entity’s financial position, financial performance and cash flows.  It is effective for financial statements issued for fiscal years and interim periods beginning after November 15, 2008.  The Company does not believe that SFAS No. 161 will have a material impact on its financial statements.

In May 2008, the FASB issued SFAS No. 162, “The Hierarchy of Generally Accepted Accounting Principles” (“SFAS No. 162”).  SFAS No. 162 identifies the sources of accounting principles and the framework for selecting the principles to be used in the preparation of financial statements of nongovernmental entities that are presented in conformity with generally accepted accounting principles (GAAP) in the United States.  The Company will adapt SFAS No. 162 on August 1, 2009 and does not believe the adoption will have a material impact on its financial statements.

 
13

 

EV INNOVATIONS, INC.
A Development Stage Company

NOTES TO UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS

Note 2. Property and equipment

Property and equipment consist of:

   
April 30,
   
July 31,
 
   
2009
   
2008
 
Building and improvements
  $ 1,272,352     $ 1,272,352  
Furniture and fixtures
    26,192       19,548  
Office equipment
    140,539       137,030  
Machinery and equipment
    113,771       19,026  
Vehicles
    60,979       60,979  
Software costs
    27,038       11,874  
Land
    700,000       700,000  
      2,340,871       2,220,809  
Less accumulated depreciation
    (275,555 )     (206,229 )
    $  2,065,316     $ 2,014,580  

Depreciation expense for the nine months ended April 30, 2009 and 2008 was $69,534 and $90,674, respectively.

Note 3. Inventories

Inventories consist of the following:

   
April 30,
   
July 31,
 
   
2009
   
2008
 
Raw materials
  $ 17,288     $ 134,456  
Work in progress
    214,218       117,124  
Finished goods
    67,907       35,730  
    $  299,413     $ 287,310  

Raw materials, work in progress and finished goods as of April 30, 2009, and July 31, 2008, is related to the Company’s planned sales of electric powered vehicles.

Note 4. Other Assets

On June 28, 2006, the Company executed two $50,000 notes, one bearing interest at 6% and the other non-interest bearing note, to a contractor, as compensation for monies paid by the Company to the contractor for the contractor to file for a patent, and $50,000 for inventory that was either missing or damaged. The patent that the contractor received with the money of EVI was assigned to EVI as collateral until both notes and interest were paid in full. On August 19, 2008, the non-interest bearing note in the amount of $50,000 was repaid. On February 19, 2009, the interest bearing note in the amount of $50,000, plus interest of $8,319, was repaid and the patent that was being held as collateral was returned. The interest bearing note is included in other current assets on the Company's balance sheet at April 30, 2009 and July 31, 2008.

 
14

 

EV INNOVATIONS, INC.
A Development Stage Company

NOTES TO UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS

Note 5. Advances from related parties and related party transactions

During the nine months ended April 30, 2009 and 2008, the Company received and repaid additional advances from Del Mar Ventures Corp, a company owned by Aarif Jamani (a Company stockholder) of $0 in 2009, and $9,940 and $10,000, respectively as of July 31, 2008. As of April 30, 2009 and July 31, 2008, the balance was $0.

The Company received and repaid additional advances from SSRI (owned by a Company stockholder) for the nine months ended April 30, 2009 and year ended July 31, 2008 in amounts of $1,722,304 and $1,600,234, respectively for 2009 and $3,732,000 and $3,592,000, respectively for 2008. As of April 30, 2009 and July 31, 2008, the amount due to SSRI was $109,070 and $38,000, respectively.

The Company received and repaid additional advances from A & S Holding (owned by a previous Company president) for the nine months ended April 30, 2009 and year end July 31, 2008 in amount of $0 for 2009 and $11,000 and $0, respectively for 2008.  As of April 30, 2009 and July 31, 2008, the amount due to the Company was $0.

The Company received and repaid additional advances from Greg Navone (Director of the Company) for the nine months ended April 30, 2009 and year ended July 31, 2008 in amount of $51,000 and $0, respectively for 2009 and $150,000 and $0, respectively for 2008. As of April 30, 2009 and July 31, 2008, the amount due to the Company was $51,000 and $0, respectively.

Due from related parties and advances from related parties are reported as current assets or liabilities. These advances are not subject to written agreements and have no specific repayment terms but are deemed due on demand and are not interest bearing notes except for the Greg Navone note.

Note 6. Long-term debt

Long-term debt consists of:

 
15

 

EV INNOVATIONS, INC.
A Development Stage Company

NOTES TO UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS

   
April 30,
   
July 31,
 
   
2009
   
2008
 
10.875% note payable to Bayview Loan Servicing, LLC, payable in monthly installments of approximately $11,388 including interest, collateralized by real property due in full on or before December 2022 (1)
    962,410       984,204  
                 
10% note payable to Wyndom Capital Investments, Inc., payable in October 2010 collateralized by 10,000,000 shares of the Company's common stock (2)
    4,000,000       3,971,150  
                 
10% note payable to Crystal Capital Ventures, payable in May 2011 collateralized by 7,500,000 shares of the Company's common stock (3)
    2,331,420       1,211,000  
                 
15.8% note payable to Allegiance Direct Bank, payable in monthly installments of approximately $525, due in full on October 2008 (4)
    -       1,476  
      7,293,830       6,167,830  
Less current portion
    (32,538 )     (32,422 )
    $ 7,261,292     $ 6,135,408  

Principal maturities on continuing operations are as follows for the years ended July 31:

2009
  $ 7,779  
2010
    4,033,822  
2011
    2,370,227  
2012
    43,245  
2013
    48,189  
Thereafter
    790,568  
    $ 7,293,830  

(1) In November 2007, the Company refinanced a loan on a building. The Company paid the remainder of the loan to Richard Howard, with $50,000 in cash and $1,000,000 from the new loan proceeds. The new loan with Bayview Loan Servicing, LLC is $1,000,000. The loan has an initial interest rate at 10.875% per annum with a monthly payment of $11,388, including interest. The loan is due on December 1, 2022. After the first 24 months, the interest rate adjusts to Prime plus 4.875%. Interest rate changes are limited to 2% increase or decrease in any annual adjustments. Interest expense for the nine months ended April 30, 2009 and 2008 for Bayview Loan Servicing, LLC is approximately $80,700 and $46,900, respectively, and $144,600 from inception (August 12, 2000) through April 30, 2009.

 
16

 

EV INNOVATIONS, INC.
A Development Stage Company

NOTES TO UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS

(2) In October 2007, the Company entered into a loan agreement with Wyndom Capital Investments, Inc. (“Wyndom”). The Company issued 10,000,000 pre-reverse stock split shares (computes to 1,428,573 post-reverse stock split shares) of outstanding stock as collateral for the above note and 8,571,427 post reverse stock split shares of outstanding stock as collateral to total 10,000,000 post reverse stock split shares. The agreement provides loans of up to $4,000,000 with interest payable monthly at a rate of 10% per annum and due in full in October of 2010. Loans under the agreement are secured by the Company’s shares of common stock at a rate of two and one half shares to each dollar of principal. As of April 30, 2009, the Company has borrowed $4,000,000 under the loan agreement. Interest expense for the nine months ended April 30, 2009 and 2008 for Wyndom is approximately $386,000 and $95,000, and $570,000 from inception (August 12, 2000) through April 30, 2009. If Wyndom were to declare default and take possession of the collateral, the number of shares is sufficient to make Wyndom the controlling shareholder.

(3) On May 5, 2008, the Company entered into a loan agreement with Crystal Capital Ventures Inc. (“Crystal Capital”). The loan agreement provides for loans to the Company of up to $3,000,000, with a minimum initial loan of $500,000 taking place on May 19, 2008. The notes bear interest payable monthly in arrears at the rate of 10% per annum; and mature and are due and payable May 4, 2011. The loans under the loan agreement are secured by shares of the Company’s common stock held by Crystal Capital. The Company is required to issue shares as collateral at the rate of two and one half shares of the Company’s common stock for each dollar principal amount of the loan advanced to the Company.  Following disbursement of the first $1,000,000 of funds pursuant to the loan agreement, on May 27, 2008, the Company issued 7,500,000 shares of common stock as collateral to Crystal Capital.

As of April 30, 2009, the Company has borrowed $2,331,420 under the loan agreement. Interest expense for the nine months ended April 30, 2009 and 2008 for Crystal Capital is approximately $139,000 and $0, respectively, and $150,000 from inception (August 12, 2000) through April 30, 2009.

(4) On January 31, 2009 the Company financed a workman’s compensation policy with Allegiance Direct Bank for the period January 31, 2009 to January 31, 2010 for $6,396.  The Company was required to make a down payment of approximately $1,966 in January 2009 and monthly payments including interest of 15.8%. Interest expense for the nine months ended April 30, 2009 and 2008 Allegiance Direct Bank is approximately $0 and $0 from inception (August 12, 2000) through April 30, 2009.

Note 7. Stockholders’ equity

In January 2008, the Company’s shareholders approved a 1:7 reverse stock split.  Except for the presentation of common shares authorized and issued on the consolidated balance sheet and shares presented in the consolidated statement of stockholders’ equity (deficit), all shares and par share information has been revised to give retroactive effect to the reverse stock split.  Authorized shares were 50,000,000 and were increased to 250,000,000 on December 24, 2007. Wyndom Capital Investments, Inc. hold 10,000,000 post-reverse stock split shares as collateral for a loan of up to $4,000,000 and Crystal Capital Ventures Inc. holds 7,500,000 post reverse stock split shares as collateral for a loan up to $3,000,000 as discussed in Note 5.

 
17

 

EV INNOVATIONS, INC.
A Development Stage Company

NOTES TO UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS

On January 15, 2009, the Company’s shareholders approved a 1:3 reverse stock split for the outstanding shares but it did not take effect until February 19, 2009. Common stock, authorized shares was 35,714,285 and was increased to 50,000,000 on February 19, 2009. On February 20, 2009, the Company issued Wyndom Capital Investments, Inc. an additional 6,666,665 shares so they again hold 10,000,000 post reverse stock split shares as collateral for a loan of up to $4,000,000 as discussed in Note 6. Crystal Capital Ventures Inc. was issued 4,999,999 shares so they again hold 7,500,000 post reverse stock split shares as of February 20, 2009, as collateral for a loan of up to $3,000,000 as discussed in Note 6.

February 24, 2009, under the 2006 stock option plan the remainder of the shares were granted and exercised, this closed that plan. The Company has registered the 2009 stock option plan with the SEC for 3,000,000 shares, and of those 2,042,857 shares have been granted at par value $0.001 per share and a purchase share price of $0.90 per share.

Note 8. Segment information

FASB Statement No. 131, Disclosures about Segments of an Enterprise and Related Information, establishes standards for reporting information about operating segments. Operating segments are defined as components of an enterprise about which separate financial information is available that is evaluated regularly by management. The Company is organized by line of business and geographical area. The Company has two businesses, telecommunication services and the development and sale of electric powered vehicles.

The following is financial information relating to the Company’s business segments:

   
NINE MONTHS ENDED
 
   
April 30,
 
   
2009
   
2008
 
Revenues from external customers:
           
United States
  $ 243,141     $ 208,703  
Hong Kong
    -       -  
India
    -       -  
Total revenues from continuing operations
  $ 243,141     $ 208,703  
Loss from continuing operations:
               
United States
    (4,636,954 )     (4,129,673 )
Hong Kong
    (1 )     (250 )
India
    (60,689 )     -  
Total loss from continuing operations
  $ (4,697,644 )   $ (4,129,923 )

Note 9. Going concern

The Company's financial statements are prepared based on the going concern principle. That principle anticipates the realization of assets and payments of liabilities through the ordinary course of business.  No adjustments have been made to reduce the value of any assets or record additional liabilities, if any, if the Company were to cease to exist. The Company has incurred significant operating losses since inception. These operating losses have been funded by the issuance of capital, loans and advances. There are no guarantees that the Company will continue to be able to raise the funds necessary. Additionally, the lack of capital may limit the Company's ability to establish a viable business.

 
18

 

EV INNOVATIONS, INC.
A Development Stage Company

NOTES TO UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS


Note 10. Commitments and contingencies

Surety bond
EVI applied to NC DMV for a manufacturing license. This application required a surety bond of $50,000 for three years which the Company acquired from Kaercher Campbell & Associates. EVI was licensed as a motor vehicle dealer to engage in the business of selling motor vehicles on March 9, 2009, until March 31, 2010, by the State of North Carolina DMV.

Note 11. Share based compensation

The Company records compensation expense in its consolidated statement of operations related to employee stock-based options and awards in accordance with SFAS No. 123(R) “Share-Based Payment.”

The Company recognizes the cost of all employee stock options on a straight-line attribution basis over their respective contractual terms, net of estimated forfeitures. The Company has selected the modified prospective method of transition.

The Company also issues shares of common stock to non-employees as stock-based compensation. The company accounts for the services using the fair market value of the services rendered. For the nine months ended April 30, 2009 and 2008, the Company issued 2,042,857 and 200,000 shares, respectively, and recorded compensation expense of $1,746,900 and $804,652, respectively, in conjunction with the issuance of these shares.

Stock Option Plan

As of April 30, 2009, 957,143 shares of common stock remain available for issuance under the stock option plan.

A summary of the option activity under the Company’s stock option plan as of July 31, 2008 and changes during the nine months ended April 30, 2009, is presented below.

Options
 
Shares
   
Weighted
Average
Exercise Share
Price
 
Weighted
Average
Remaining
Contractual
 
Aggregate
Intrinsic
Value
 
Outstanding at August 1, 2008
    114,833     $ 2.00          
Options granted
    2,042,857     $ 0.90          
Options exercised
    (1,014,833 )   $ 0.90          
Options cancelled/expired
    -                  
                         
Outstanding at April 30, 2009
    1,142,857     $ 0.90  
4.89 years
  $ 1 ,222,857  
                           
Exercisable at April 30, 2009
    1,142,857     $ 0.90            

 
19

 

EV INNOVATIONS, INC.
A Development Stage Company

NOTES TO UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS

Stock compensation expense applicable to stock options for the nine months ended April 30, 2009 was approximately $1.7 million. The aggregate intrinsic value of options outstanding as of April 30, 2009 was $1,222,857.

1,142,857 of the Company’s outstanding options were exercisable as of April 30, 2009.
 
20


Item 2.
Management's Discussion and Analysis of Financial Condition and Results of Operations.

FORWARD LOOKING STATEMENTS

This quarterly report contains forward-looking statements that involve risks and uncertainties. We use words such as anticipate, believe, plan, expect, future, intend and similar expressions to identify such forward-looking statements. You should not place too much reliance on these forward-looking statements. Our actual results are likely to differ materially from those anticipated in these forward-looking statements for many reasons, including the risks faced by us described in this section.

RESULTS OF OPERATION

During the period since inception on April 12, 2000 to April 30, 2009, we have incurred net losses aggregating $56,645,095. At April 30, 2009, we had liabilities of $8,636,821 and a working capital deficiency of $1,010,094. As of April 30, 2009, we had $6,196 cash on hand.

NINE MONTHS ENDED APRIL, 2009 and 2008

We had sales of $243,141 and incurred a net loss of $4,697,644 for the nine months ended April 30, 2009, which included general and administrative costs of $3,140,944 and research and development expense of $820,667.

Our net loss for the nine-month period ended April 30, 2009 increased slightly as compared with that in the comparative period in fiscal 2008 (a net loss or $4,649,887 in 2008 compared to $4,697,644 in 2009). This was primarily due to an increase in general and administrative expense from $3,016,426 in the nine-month period ended April 30, 2008, to $3,140,944 for the comparable period in 2009, a decrease in research and development expense from $1,058,180 in 2008 to $820,667 in 2009; and an increase in sales from $208,703 in the nine-month period ended April 30, 2008, to $243,141 in 2009. In 2009, we also incurred interest expense of $634,717 related to loans payable, as compared with $142,349 for the comparable period in 2008, and received interest income of $2,293.

In the nine months ended April 30, 2009, we had other income of $60,166, representing accrued bookkeeping and rental income from Superlattice Power, Inc. (formerly our Zingo, Inc. subsidiary), as compared with other income of $413 in 2008. In 2008, we had a gain from the sale of our Zingo, Inc. subsidiary of $162,129; we had no comparable gain in 2009.

THREE MONTHS ENDED APRIL 30, 2009 and 2008

We had sales of $22,085 and incurred a net loss of $3,757,728 for the three months ended April 30, 2009, which included general and administrative costs of $2,835,849 and research and development expense of $657,712.

Our net loss for the three-month period ended April 30, 2009 increased from the comparative period in fiscal 2008 (from $2,277,673 in 2008 to $3,757,728 in 2009). This was primarily due to an increase in general and administrative expense from $1,730,006 in the three-month period ended April 30, 2008, to $2,835,849 for the comparable period in 2009, a comparable research and development expense of $657,350 in 2008 compared to $657,712 in 2009; and an increase in sales from $-0- in the three-month period ended April 30, 2008, to $22,085 in 2009. In 2009, we also incurred interest expense of $213,649 related to loans payable, as compared with $97,264 for the comparable period in 2008.

21


In 2008, we had a gain from the sale of our Zingo, Inc. subsidiary of $162,129; we had no comparable gain in 2009.
 
The principal components of general and administrative costs in the nine month period ended April 30, 2009 were advertising and promotion for media marketing of approximately $321,000, legal and accounting fees of approximately $181,000, advertising expense for trade shows of approximately $46,000, and depreciation expense of approximately $69,000. General and administrative costs also included salaries and employee expenses of approximately $257,000, finders and consulting fees of approximately $279,000, automobile expense of approximately $112,000 and rent and office expenses of approximately $210,000. We incurred $820,667 in research and development costs in the nine months ended April 30, 2009, as compared with $1,058,180 in the prior period, due to our vehicle technology being in a more developed phase. The principal components of research and development costs in the nine month period ended April 30, 2009 were salaries and wages and including payroll taxes and expenses, of approximately $716,000, and approximately $93,000 of costs related to project development and parts and supplies.

Electric Vehicle Operations

We convert and manufacture vehicles in our developmental facility in Mooresville, North Carolina. Our team of highly qualified engineers oversee groups of electrical and mechanical staff. This 40,000 square foot facility has room for conversions and manufacturing, as well as storage with the potential for future growth, enabling us to work on many projects and vehicles concurrently.

With the license of our lithium battery technology described below, we are concentrating on sales of our vehicles. We have initiated several nationwide newspaper advertising campaigns which have generated orders for our vehicles, and we are also seeing as a result a significant increase in inquiries about our electric vehicle products.

Effective April 15, 2008, we entered into a License Agreement (the “License Agreement”) with Superlattice Power, Inc. (formerly our subsidiary, Zingo, Inc., “SPI”) providing for our license to SPI of our patent applications and technologies for rechargeable lithium ion batteries for hybrid vehicles and other applications (“Licensed Products”). Under the License Agreement, we have the right to purchase our requirements of lithium ion batteries from SPI, and our requirements of lithium ion batteries shall be supplied by SPI in preference to, and on a priority basis as compared with, supply and delivery arrangements in effect for other customers of SPI. Our cost for lithium ion batteries purchased from SPI shall be SPI’s actual manufacturing costs for such batteries for the fiscal quarter of SPI in which our purchase takes place.

SPI has agreed to invest a minimum of $1,500,000 in each of the next two years in development of the technology for the Licensed Products.
 
Effective April 16, 2008, SPI agreed to lease approximately 5,000 square feet of space (“Leased Space”) in our North Carolina facility, such Leased Space to be suitable for, and utilized by SPI for, SPI’s developmental and manufacturing operations for Licensed Products pursuant to the License Agreement. The Leased Space is leased on a month-to-month basis at a monthly rental of $2,500, the monthly rental to be escalated five (5%) percent annually. Effective April 16, 2008, we also sold to SPI for the purchase price of $29,005, specified equipment and supplies related to the Licensed Field.

On March 9, 2009 the State of North Carolina issued a manufacturing license to the Company, and we now are manufacturing our own original design vehicles with VIN’s, while we continue to convert other vehicles.

22

 
Commercial Initiatives

 
Since February 2004, EV Innovation introduced LiVTM series electric vehicles to the government agencies. The testing of the LiVTM series vehicles by NASA, Arcadis, a contractor to the U.S. Environmental Protection Administration, NYC Taxi Commission, US Paratransit is completed. LiVTM WISE is listed in the catalogue of Unites States General Services Administration and are available for purchase to the government agencies. The target market for LiVTM WISE is federal government offices, utility companies, defense organizations and fleet operators. EV Innovations is working with Zero Truck- USA for commercialization of lithium ion powered heavy duty truck. EV Innovations now offers its own, the “WAVE” three and four wheel electric vehicles and the “INIZIO” super cars to the US market. The WAVE electric vehicle is aimed at the commuter environment. The “INIZIO” super sport car serves the high speed car market. INIZIO is also featured in the marked through the Sam’s Club “Once in a life time” offer. The most advanced lithium ion battery powered INIZIO got an outstanding response from the Sam’s club members. The INIZION and WAVE will be the front line vehicles for us. A manufacturing and assembly plant has been proposed to the DOE under the Advanced Technology Vehicle Manufacturing loan program in order to achieve scaled up production. This
particular plant design is estimated to produce around 100,000 cars in the first few years, once it is operational.

5.2 Liquidity and Capital Resources

Since our incorporation, we have financed our operations almost exclusively through the sale of our common shares to investors and borrowings. We expect to finance operations through the sale of equity in the foreseeable future as we receive minimal revenue from our current business operations. There is no guarantee that we will be successful in arranging financing on acceptable terms.

At April 30, 2009, we had liabilities of $8,636,821, as compared with $6,685,173 at July 31, 2008; and a working capital deficiency of $1,010,094 and a stockholders deficiency of $6,183,528. As of April 30, 2009, we had $6,196 cash on hand.

Our property, plant and equipment increased to $2,065,316 at April 30, 2009, as compared with $2,014,580 at July 31, 2008.

We used net cash in operating activities of $1,582,300 in the nine months ended April 30, 2009, as compared with $3,809,189 in the comparable period in 2008, due to a lesser amount of cash provided by financing activities, and cash flows provided by investing activities were $121,409 in 2009, as compared with ($189,902) in 2008.

During the nine months ended April 30, 2009, we received net proceeds of $587,681 from the issuance of promissory notes for debt, and net proceeds of advances from related parties of $1,039,298. Total cash provided by financing activities in the nine months ended April 30, 2009 was $1,626,979, as compared with $3,623,894 in 2008.

23

 
Wyndom Capital Loan Agreement

On October 29, 2007, we entered into a Loan Agreement with Wyndom Capital Investments, Inc. (referred to in this paragraph as the “Lender”). The Loan Agreement provides for loans to the Company of up to $4,000,000, with a minimum initial loan of $500,000 the disbursement of which to us took place in late October, 2007. The notes evidencing the installments of the loans bear interest payable monthly in arrears at the rate of 10% per annum, and mature and are due and payable three years from the date of issuance. The loans under the Loan Agreement are secured by shares of our common stock held by the Lender. We are required to issue shares as collateral at the rate of two and one half shares of our common stock for each dollar principal amount of the loan advanced to us. If there is a trading halt in our common stock or we file for bankruptcy or reorganization, the Lender has full recourse against the Company to collect the unpaid amounts owing under the Loan Agreement and notes issued pursuant thereto, including a first priority lien on all of our assets. In the event of the occurrence of another type of default, which we do not cure in a timely fashion, the Lender, as its sole recourse, is entitled to take possession for its sole benefit of the shares of common stock designated as collateral for the principal amount of the Loan that is in default. After the Lender has disbursed the first $1,000,000 principal amount of the Loan to us, the Lender is entitled to receive a certificate for the balance of the 7,500,000 shares of common stock representing the collateral for the $3,000,000 balance of the funds that may be disbursed under the Loan Agreement. To the extent the $3,000,000 balance of funds are not delivered, we are entitled to cancel such certificate, with the Lender retaining the appropriate number of shares as collateral for advances in excess of $1,000,000. Following disbursement of the first $1,000,000 of funds pursuant to the Loan Agreement, on November 19, 2007, we issued 10,000,000 shares of common stock as collateral to the Lender. Following the one-for-seven reverse split effective in January 2008, we issued 8,571,427 shares of common stock to Wyndom to bring the number of their collateral shares back up to 10,000,000, as required by the Wyndom Loan Agreement. Following the 0ne-for-three stock split effective February 19, 2009, 6,666,665 shares of common stock were issued to Wyndom to bring their collateral shares back up to 10,000,000 as required by the Wyndom Loan Agreement.

As of April 30, 2009, the Company had borrowed approximately $4,000,000 under the Wyndom Capital Loan Agreement.

Crystal Capital Ventures Loan Agreement

On May 5, 2008, we entered into a Loan Agreement with Crystal Capital Ventures Inc. (referred to in this paragraph as the “Lender”). The Loan Agreement provides for loans to the Company of up to $3,000,000, with a minimum initial loan of $500,000 the disbursement of which to us took place on May 19, 2008. The notes evidencing the installments of the loans bear interest payable monthly in arrears at the rate of 10% per annum, and mature and are due and payable three years from the date of issuance. The loans under the Loan Agreement are secured by shares of our common stock held by the Lender. We are required to issue shares as collateral at the rate of two and one half shares of our common stock for each dollar principal amount of the loan advanced to us. If there is a trading halt in our common stock or we file for bankruptcy or reorganization, the Lender has full recourse against the Company to collect the unpaid amounts owing under the Loan Agreement and notes issued pursuant thereto, including a priority lien on all of our assets. In the event of the occurrence of another type of default, which we do not cure in a timely fashion, the Lender, as its sole recourse, is entitled to take possession for its sole benefit of the shares of common stock designated as collateral for the principal amount of the Loan that is in default. After the Lender has disbursed the first $1,000,000 principal amount of the Loan to us, the Lender is entitled to receive a certificate for the balance of the 5,000,000 shares of common stock representing the collateral for the $2,000,000 balance of the funds that may be disbursed under the Loan Agreement. To the extent the $2,000,000 balance of funds are not delivered, we are entitled to cancel such certificate, with the Lender retaining the appropriate number of shares as collateral for advances in excess of $1,000,000. Following disbursement of the first $1,000,000 of funds pursuant to the Loan Agreement, on May 27, 2008, we issued 7,500,000 shares of common stock as collateral to the Lender. Following the one-for-three reverse stock split effective February 19, 2009, 4,999,999 shares of common stock were issued to Crystal to bring their collateral shares back up to 7,500,000 as required by the Crystal Capital Loan Agreement.

As of April 30, 2009, the Company had borrowed $2,331,420 under the Crystal Capital Loan Agreement.

 
24

 

Our current operating funds are less than necessary for commercialization of our planned products, and therefore we will need to obtain additional financing in order to complete our business plan. We anticipate that up to $5,000,000 of additional working capital will be required over the next 12 months for market introduction of these products through joint venture partners or otherwise. We do not have sufficient cash on hand to meet these anticipated obligations.

Apart from the Wyndom Capital and Crystal Capital Loan Agreements, which may not furnish us with all of the capital that we will require, we do not currently have any other arrangements for financing, and we may not be able to find such financing if required. Obtaining additional financing would be subject to a number of factors, including investor sentiment. Market factors may make the timing, amount, terms or conditions of additional financing unavailable to us.

Our auditors are of the opinion that our continuation as a going concern is in doubt. Our continuation as a going concern is dependent upon continued financial support from our shareholders and other related parties.

CRITICAL ACCOUNTING ISSUES

The Company's discussion and analysis of its financial condition and results of operations are based upon the Company's financial statements, which have been prepared in accordance with accounting principles generally accepted in the United States of America. The preparation of the financial statements requires the Company to make estimates and judgments that affect the reported amount of assets, liabilities, and expenses, and related disclosures of contingent assets and liabilities. On an on-going basis, the Company evaluates its estimates, including those related to intangible assets, income taxes and contingencies and litigation. The Company bases its estimates on historical experience and on various assumptions that are believed to be reasonable under the circumstances, the results of which form the basis for making judgments about carrying values of assets and liabilities that are not readily apparent from other sources. Actual results may differ from these estimates under different assumptions or conditions.

Other Matters

New Financial Accounting Standards

In December 2007, the Financial Accounting Standards Board (“FASB”) issued Statement of Financial Accounting Standards (“SFAS”) No. 160, “Noncontrolling Interests in Consolidated Financial Statements – an amendment of ARB No. 51” (“SFAS No. 160”). SFAS No. 160 amends Accounting Research Bulletin (“ARB”) No. 51 to establish accounting and reporting standards for the noncontrolling (minority) interest in a subsidiary and for the deconsolidation of a subsidiary. It clarifies that a noncontrolling interest in a subsidiary is an ownership interest in the consolidated entity that should be reported as equity in the Consolidated Financial Statements. SFAS No. 160 also requires consolidated net income to be reported at amounts that include the amounts attributable to both the parent and the noncontrolling interest on the face of the consolidated statement of income. Under SFAS No. 160, the accounting for changes in a parent’s ownership interest in a subsidiary that do not result in deconsolidation must be accounted for as equity transactions for the difference between the parent’s carrying value and the cash exchanged in the transaction. In addition, SFAS No. 160 also requires that a parent recognize a gain or loss in net income when a subsidiary is deconsolidated (except in the case of a spin-off), and requires expanded disclosure in the Consolidated Financial Statements that clearly identify and distinguish between the interests of the parent’s ownership interest and the interests of the noncontrolling owners of a subsidiary. This Statement is effective for fiscal years, and interim periods within those fiscal years, beginning on or after December 15, 2008. The Company will adopt SFAS No. 160 on August 1, 2009, as required, and is currently evaluating the impact of such adoption on its financial statements.

25


In February 2008, the FASB issued FASB Staff Position SFAS 157-1, “Application of SFAS No. 157 to SFAS No. 13 and Its Related Interpretative Accounting Pronouncements that Address Leasing Transactions” (“FSP SFAS 157-1”) and FASB Staff Position SFAS 157-2, “Effective Date of SFAS No. 157” (“FSP SFAS 157-2”). FSP SFAS 157-1 excludes SFAS No. 13 and its related interpretive accounting pronouncements that address leasing transactions from the requirements of SFAS No. 157, with the exception of fair value measurements of assets and liabilities recorded as a result of a lease transaction but measured pursuant to other pronouncements within the scope of SFAS No. 157. FSP SFAS 157-2 delays the effective date of SFAS No. 157 for all nonfinancial assets and nonfinancial liabilities, except those that are recognized or disclosed at fair value in the financial statements on a recurring basis (at least annually). FSP SFAS 157-1 and FSP SFAS 157-2 became effective for the Company upon adoption of SFAS No. 157 on January 1, 2008. The Company will provide the additional disclosures required relating to the fair value measurement of nonfinancial assets and nonfinancial liabilities when it fully implements SFAS No. 157 on August 1, 2009, as required, and does not believe they will have a significant impact on its financial statements.

In March 2008, the FASB issued SFAS No. 161, “Disclosures about Derivative Instruments and Hedging Activities”, an amendment of FASB Statement No. 133 (“SFAS No. 161”). The new standard is intended to improve financial reporting about derivative instruments and hedging activities by requiring enhanced disclosures to enable investors to better understand their effects on an entity’s financial position, financial performance and cash flows. It is effective for financial statements issued for fiscal years and interim periods beginning after November 15, 2008. The Company does not believe that SFAS No. 161 will have a material impact on its financial statements.

In May 2008, the FASB issued SFAS No. 162, “The Hierarchy of Generally Accepted Accounting Principles” (“SFAS No. 162”). SFAS No. 162 identifies the sources of accounting principles and the framework for selecting the principles to be used in the preparation of financial statements of nongovernmental entities that are presented in conformity with generally accepted accounting principles (GAAP) in the United States. This Statement is effective sixty days following the SEC’s approval of the Public Company Accounting Oversight Board amendments to AU Section 411, “The Meaning of Present Fairly in Conformity With Generally Accepted Accounting Principles.” The Company will adopt SFAS No. 16i2 on August 1, 2009, and does not believe the adoption will have a material impact on its financial statements.

Item 3. Quantitative and Qualitative Disclosures About Market Risk

Interest Rate Risk - Interest rate risk refers to fluctuations in the value of a security resulting from changes in the general level of interest rates. Investments that are classified as cash and cash equivalents have original maturities of three months or less. Our interest income is sensitive to changes in the general level of U.S. interest rates. We do not have significant short-term investments, and due to the short-term nature of our investments, we believe that there is not a material risk exposure. Our debt is at fixed interest rates.

     Credit Risk - Our accounts receivables are subject, in the normal course of business, to collection risks. We regularly assess these risks and have established policies and business practices to protect against the adverse effects of collection risks. As a result we do not anticipate any material losses in this area.

26

 
Item 4(T). Controls and Procedures.

As of the end of the fiscal quarter covered by this Form 10-Q, the Company carried out an evaluation, under the supervision and with the participation of the Company’s management, including the Company’s Chief Executive Officer and Principal Financial and Accounting Officer, of the effectiveness of the design and operation of the Company’s disclosure controls and procedures as defined in Rule 13a-14 of the Securities Exchange Act of 1934. Based upon that evaluation, the Chief Executive Officer and Principal Financial and Accounting Officer concluded that the Company’s disclosure controls and procedures are effective in timely alerting her to material information relating to the Company (including its consolidated subsidiaries) required to be included in this Quarterly Report on Form 10-Q. There have been no changes in the Company’s internal controls or in other factors which could significantly affect internal controls subsequent to the date the Company carried out its evaluation.

PART II- OTHER INFORMATION

Item 6. Exhibits

Ex 31
Certification of Chief Executive Officer and Principal Financial Officer Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002, filed herewith.

Ex 32
Certification of Chief Executive Officer and Principal Financial Officer Pursuant to 18 U.S.C. Section 1350, as  Adopted   Pursuant   to  Section   906  of the Sarbanes-Oxley Act of 2002,filed herewith.

SIGNATURES

In accordance with the  requirements of the Exchange Act, the registrant  caused this  report to be  signed on its  behalf  by the  undersigned,  thereunto duly authorized.

EV Innovations, Inc.
 
/s/Stacey Fling
Stacey Fling
Chief Executive Officer and Director
(Chief Executive Officer and
Principal Financial Officer)
Dated: June 18, 2009

 
27

 
EX-31 2 v152763_ex31.htm
Exhibit 31

CERTIFICATION

I, Stacey Fling, certify that:

1.
I have reviewed this quarterly report on Form 10-Q of EV Innovations, 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 officers and I areresponsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) 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) designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;

(c) 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

(d) 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 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 auditors 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;

 
 

 

June  18, 2009
By:
/s/ Stacey Fling
   
Stacey Fling
   
President and C.E.O.
  (Principal Executive and Financial Officer)

 
 

 

EX-32 3 v152763_ex32.htm

EXHIBIT 32

CERTIFICATION PURSUANT TO 18 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 EV Innovations, Inc. (the "Company") on Form 10-Q for the period ended April 30, 2009 as filed with the Securities and Exchange Commission on the date hereof (the "Report"), I, Stacey Fling, Chief Executive Officer and Principal Financial Officer of the Company, certify, pursuant to 18 U.S.C. Section 1350, as adopted pursuant to section 906 of the Sarbanes-Oxley Act of 2002, that to the best of my knowledge:

        (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 result of operations of the Company.

/s/ Stacey Fling
Stacey Fling
Chief Executive Officer and
Principal Financial Officer

June 18, 2009

 
 

 
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