SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 10QSB
[X] QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
EXCHANGE ACT OF 1934
For the quarterly period ended June 30, 1999 or
[ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
EXCHANGE ACT OF 1934
For the transition period from ________ to _________
Commission File Number 000-24877
ENVIRONMENTAL PRODUCTS & TECHNOLOGIES CORPORATION
(Exact name of registrant as specified in its charter)
---------------------
DELAWARE 77-0096608
-------------- ---------------
(State or other jurisdiction of (I.R.S. Employer
Incorporation or Organization) Identification No.)
5380 NORTH STERLING CENTER DRIVE
WESTLAKE VILLAGE, CA 91361
(Address of principal executive offices including zip code)
(818) 865-2205
(Registrant's telephone number, including area code)
NOT APPLICABLE
(Former Name, Former Address and Former Fiscal Year,
if changed since last report)
Indicate by check mark whether the registrant: (1) has filed all reports
required to be filed by Section 13 or 15(d) of the Securities Exchange Act of
1934 during the preceding 12 months (or for such shorter period that the
registrant was required to file such reports), and (2) has been subject to such
filing requirements for the past 90 days.
Yes [X] No [ ]
The number of shares outstanding of the Issuer's Common Stock, par value $0.01
per share, as of June 30, 1999, was 8,602,697.
<PAGE>
ENVIRONMENTAL PRODUCTS & TECHNOLOGIES CORPORATION
(A Development Stage Company)
FINANCIAL STATEMENTS
THREE AND NINE MONTHS ENDED JUNE 30, 1999
<PAGE>
ENVIRONMENTAL PRODUCTS TECHNOLOGIES CORPORATION
(A Development Stage Company)
NINE MONTHS ENDED JUNE 30, 1999
CONTENTS
Page
Financial statements:
Balance sheet 1
Statement of stockholders' equity 2
Statement of operations 3
Statement of comprehensive loss 4
Statement of cash flows 5-6
Notes to financial statements 7-9
<PAGE>
<TABLE>
ENVIRONMENTAL PRODUCTS TECHNOLOGIES CORPORATION
(A Development Stage Company)
BALANCE SHEETS
ASSETS
<CAPTION>
June 30, September 30,
1999 1998
----------- -----------
(Unaudited) (Audited)
CURRENT ASSETS
<S> <C> <C>
Cash $ 449,312 $ 1,447,444
Marketable securities 163,860 385,012
Notes receivable 300,000 --
Notes receivable, related parties 350,338 135,000
Interest receivable 49,104 1,446
Other 9,821 --
----------- -----------
Total current assets 1,322,435 1,968,902
----------- -----------
EQUIPMENT 88,321 77,581
----------- -----------
OTHER ASSETS
Notes receivable, related parties 24,515 31,631
Prepaid expenses 51,110 --
Deposits 3,220 13,220
Mining rights 5,000 5,000
----------- -----------
Total other assets 83,845 49,851
----------- -----------
TOTAL ASSETS $ 1,494,601 $ 2,096,334
=========== ===========
LIABILITIES AND STOCKHOLDERS' EQUITY
CURRENT LIABILITIES
Accounts payable $ -- $ 11,450
Accrued salaries 116,000 44,000
----------- -----------
Total current liabilities 116,000 55,450
----------- -----------
STOCKHOLDERS' EQUITY
Common stock, $.01 par value, authorized
20,000,000 shares; issued and outstanding
8,602,697 shares 43,090 42,735
Preferred stock, $.01 par value,
authorized 20,000,000 shares; issued
and outstanding 2,000 shares 20 30
Additional paid-in capital 8,910,924 8,335,647
Deficit accumulated during
development stage (6,906,556) (5,627,088)
Accumulated deficit prior to
development stage (695,452) (695,452)
Accumulated other comprehensive gain/(loss) 26,575 (14,988)
----------- -----------
Total stockholders' equity 1,378,601 2,040,884
----------- -----------
TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY $ 1,494,601 $ 2,096,334
=========== ===========
</TABLE>
See notes to financial statements
1
<PAGE>
<TABLE>
ENVIRONMENTAL PRODUCTS TECHNOLOGIES CORPORATION
(A Development Stage Company)
STATEMENTS OF STOCKHOLDERS' EQUITY
NINE MONTHS ENDED JUNE 30, 1999
(Unaudited)
<CAPTION>
Deficit Accumulated
Common stock Preferred stock accumulated deficit Accumulated
------------------- --------------- Additional during the prior to the other Total
# of # of paid-in development development comprehensive stockholders
shares Amount shares Amount capital stage stage loss equity
------ ------ ------ ------ ------- ----- ----- ---- ------
<S> <C> <C> <C> <C> <C> <C> <C> <C> <C>
Balance at
September 30, 1998 8,567,148 $ 42,735 3,000 $ 30 $ 8,335,647 $(5,627,088) $ (695,452) $ (14,988) $ 2,040,884
Common stockholder
loss for the period (376,494) (376,494)
Unrealized loss on
marketable
securities (133,896) (133,896)
Balance at
December 31, 1998 8,567,148 42,735 3,000 30 8,335,647 (6,003,582) (695,452) (148,884) 1,530,494
Common stockholder
loss for the period (420,289) (420,289)
Unrealized gain on
marketable securities 336,756 336,756
Balance at
March 31, 1999 8,567,148 $ 42,735 3,000 $ 30 $ 8,335,647 $(6,423,871) $ (695,452) $ 187,872 $ 1,446,961
Conversion of preferred
stock to common 273,549 2,735 (1,000) (10) 530,087 -- 532,812
Cancellation of common
stock per court decree (248,000) (2,480) 2,480 --
Common stockholder
loss for the period (482,685) (482,685)
Unrealized loss on
marketable
securities (161,297) (161,297)
Issuance of common stock
for Acquisition 10,000 100 42,710 42,810
Balance at
June 30, 1999 8,602,697 $ 43,090 2,000 $ 20 $ 8,910,924 $(6,906,556) $ (695,452) $ 26,575 $ 1,378,601
</TABLE>
<PAGE>
<TABLE>
ENVIRONMENTAL PRODUCTS TECHNOLOGIES CORPORATION
(A Development Stage Company)
STATEMENTS OF OPERATIONS
FOR THE PERIODS
<CAPTION>
THREE MONTHS ENDED NINE MONTHS ENDED October 1, 1995
-------------------------- --------------------------
JUNE 30, JUNE 30, to
-------------------------- --------------------------
1999 1998 1999 1998 June 30, 1999
----------- ----------- ----------- ----------- -----------
<S> <C> <C> <C> <C> <C>
SALES $ -- $ -- $ -- $ -- $ --
----------- ----------- ----------- ----------- -----------
EXPENSES
Consulting 47,455 29,188 105,787 275,602 823,542
Depreciation 8,694 4,682 26,082 5,478 44,539
Legal and professional 90,527 38,554 274,720 74,707 530,450
Liability insurance 933 2,400 933 2,492 14,434
Miscellaneous (13,135) (1,894) 45 3,470 52,275
Office supplies and expenses 11,596 6,114 77,924 21,300 116,300
Other expenses 16,263 -- 26,173 -- 70,397
Rent 9,010 5,339 28,961 15,747 124,524
Repairs and maintenance 320 2,250 2,231 2,250 6,911
Research and development 33,209 73,494 241,356 321,490 695,956
Salaries and payroll taxes 98,498 80,052 248,301 118,667 487,915
Telephone and utilities 5,127 1,263 14,313 2,539 30,393
Travel 15,082 13,449 89,067 20,773 175,374
Writedown of mining rights -- -- -- -- 35,000
----------- ----------- ----------- ----------- -----------
Total expenses 323,579 254,891 1,135,893 864,515 3,208,010
----------- ----------- ----------- ----------- -----------
LOSS FROM OPERATIONS (323,579) (254,891) (1,135,893) (864,515) (3,208,010)
OTHER INCOME (EXPENSE)
Interest income 18,960 29,751 63,349 32,334 120,116
Interest expense -- (3,090) (9,270) (23,313)
Loss on sale of marketable securities (178,066) -- (206,924) (206,924)
----------- ----------- ----------- ----------- -----------
Total other income (159,106) 26,661 (143,575) 23,064 (110,121)
LOSS BEFORE EXTRAORDINARY ITEM (482,685) (228,230) (1,279,468) (841,451) (3,318,131)
EXTRAORDINARY ITEM
Gain on extinguishment of debt -- 64,208
NET LOSS (482,685) (228,230) (1,279,468) (841,451) (3,253,923)
PREFERRED STOCK DIVIDEND -- -- (3,295,610)
NET LOSS ATTRIBUTABLE TO
COMMON SHAREHOLDERS $ (482,685) $ (228,230) $(1,279,468) $ (841,451) $(6,549,533)
=========== =========== =========== =========== ===========
NET LOSS PER COMMON SHARE $ (0.06) $ (0.05) $ (0.15) $ (0.10) $ (0.87)
=========== =========== =========== =========== ===========
</TABLE>
See notes to financial statements.
3
<PAGE>
<TABLE>
ENVIRONMENTAL PRODUCTS TECHNOLOGIES CORPORATION
(A Development Stage Company)
STATEMENTS OF COMPREHENSIVE LOSS
FOR THE PERIODS
<CAPTION>
THREE MONTHS ENDED NINE MONTHS ENDED October 1, 1995
----------------------------- ----------------------------
JUNE 30, JUNE 30, to
----------------------------- ----------------------------
1999 1998 1999 1998 June 30, 1999
----------- ----------- ----------- ----------- -----------
<S> <C> <C> <C> <C> <C>
Net loss $ (482,685) $ (228,230) $(1,279,468) $ (841,451) $(6,549,533)
Other comprehensive loss:
Unrealized holding
gains/(losses) arising (161,297) -- 12,705 -- 26,575
during the period
Add: Reclassification
adjustment for losses
included in net loss -- -- 28,858 -- 28,858
----------- ----------- ----------- ----------- -----------
Net unrealized loss (161,297) -- 41,563 -- 55,433
----------- ----------- ----------- ----------- -----------
Comprehensive loss $ (643,982) $ (228,230) $(1,237,905) $ (841,451) $(6,494,100)
=========== =========== =========== =========== ===========
</TABLE>
See notes to financial statements.
4
<PAGE>
<TABLE>
ENVIRONMENTAL PRODUCTS AND TECHNOLOGIES CORPORATION
(A Development Stage Company)
STATEMENTS OF CASH FLOWS
FOR THE PERIODS
(Unaudited)
<CAPTION>
THREE MONTHS ENDED NINE MONTHS ENDED October 1, 1995
-------------------------- --------------------------
JUNE 30, JUNE 30, to
-------------------------- --------------------------
1999 1998 1999 1998 June 30, 1999
----------- ----------- ----------- ----------- -----------
<S> <C> <C> <C> <C> <C>
CASH FLOWS FROM
OPERATING ACTIVITIES
Net loss $ (482,685) $ (228,230) $(1,279,468) $ (841,451) $(3,253,923)
----------- ----------- ----------- ----------- -----------
Adjustments to reconcile net loss
to net cash used in operating
activities:
Depreciation and amortization 8,694 4,682 26,082 5,478 44,539
Loss on sale of marketable securities 178,066 -- 206,924 -- 28,858
Loss on disposal of equipment
Loss on abandoned equipment -- 1,093 -- 1,093 1,093
Write down of mining rights -- -- -- -- 35,000
Gain on extinguishment of debt -- -- -- -- (64,208)
Noncash research & development -- -- -- 131,250 131,250
Noncash consulting fees -- (6,854) -- 178,428 536,306
Other noncash expenses -- 10,000 -- 10,000 --
Noncash executive compensation -- (20,383) -- 5,000 23,460
(Increase) decrease in operating assets: -- -- -- -- --
Prepaid expenses (29,921) (2,520) (40,035) (2,520) (40,035)
Interest receivable (18,575) (784) (47,658) (2,352) (52,313)
Deposits -- (42,058) 10,000 (44,578) (3,220)
Other 697 -- (9,821) -- (6,612)
Increase (decrease) in operating liabilities: - -- -- -- --
Accounts payable -- (11,305) (11,450) (17,383) (5,258)
Accrued salaries 24,000 34,692 72,000 71,000 172,888
Accrued interest -- 6,179 -- 4,269 7,320
Settlement payable -- (10,000) -- (27,005) 10,000
----------- ----------- ----------- ----------- -----------
Total adjustments 162,961 (37,258) 206,042 312,680 819,068
NET CASH USED IN
----------- ----------- ----------- ----------- -----------
OPERATING ACTIVITIES (319,724) (265,488) (1,073,426) (528,771) (2,434,855)
----------- ----------- ----------- ----------- -----------
CASH FLOWS FROM INVESTING ACTIVITIES
Loans to related parties -- -- (485,900) (12,116) (755,531)
Loans to unrelated parties (9,023) -- (23,982) -- (23,982)
Purchase of equipment -- (59,593) (25,049) (59,593) (122,180)
Purchase of mining rights -- (5,000) -- (40,000) (40,000)
Purchase of marketable securities -- -- (204,785) -- (604,785)
Proceeds from sale of marketable -- -- -- -- --
securities 55,791 -- 260,576 -- 157,164
NET CASH USED IN
----------- ----------- ----------- ----------- -----------
INVESTING ACTIVITIES 46,768 (64,593) (479,140) (111,709) (1,389,314)
----------- ----------- ----------- ----------- -----------
</TABLE>
See notes to financial statements.
5
<PAGE>
<TABLE>
ENVIRONMENTAL PRODUCTS AND TECHNOLOGIES CORPORATION
(A Development Stage Company)
STATEMENTS OF CASH FLOWS
FOR THE PERIODS
(Unaudited)
<CAPTION>
THREE MONTHS ENDED NINE MONTHS ENDED October 1, 1995
-------------------------- --------------------------
JUNE 30, JUNE 30, to
-------------------------- --------------------------
1999 1998 1999 1998 June 30, 1999
----------- ----------- ----------- ----------- -----------
<S> <C> <C> <C> <C> <C>
CASH FLOWS FROM FINANCING ACTIVITIES
Sale of common stock 554,434 -- 554,434 90,625 1,374,534
Sale of preferred stock -- 3,000,000 -- 3,000,000 3,000,000
Costs to raise capital -- (324,800) -- (349,800) (357,023)
Loan payments -- (500) -- -- (22,000)
Common stock redeemed -- -- -- -- (5,700)
NET CASH PROVIDED BY FINANCING
----------- ----------- ----------- ----------- -----------
ACTIVITIES 554,434 2,674,700 554,434 2,740,825 3,989,811
----------- ----------- ----------- ----------- -----------
NET INCREASE/(DECREASE) IN CASH 281,478 2,344,619 (998,132) 2,100,345 447,120
CASH, BEGINNING 167,834 27,086 1,447,444 271,360 2,192
----------- ----------- ----------- ----------- -----------
CASH, ENDING $ 449,312 $ 2,371,705 $ 449,312 $ 2,371,705 $ 449,312
=========== =========== =========== =========== ===========
</TABLE>
See notes to financial statements.
6
<PAGE>
ENVIRONMENTAL PRODUCTS & TECHNOLOGIES CORPORATION
(A development Stage Company)
NOTES TO FINANCIAL STATEMENTS
THREE AND NINE MONTHS ENDED JUNE 30, 1999
(Unaudited)
1 Summary of significant accounting policies
Financial statements
The balance sheet as of June 30, 1999, and the related statements of
stockholders' equity, operations and cash flows for the three and nine months
ended June 30, 1999 and 1998, are unaudited. Such unaudited financial statements
have been prepared in accordance with generally accepted accounting principles
for interim financial reporting and with the instructions to Form 10-QSB.
Accordingly, they do not include all of the information and disclosures required
by generally accepted accounting principles for complete financial statements.
In the opinion of management, all adjustments, consisting of normal recurring
accruals considered necessary for a fair presentation, have been included.
Results for the three and nine months ended June 30, 1999, are not necessarily
indicative of the results that may be achieved for any other interim period or
for the fiscal year ending September 30, 1999. These statements should be read
in conjunction with the financial statements and related notes included in the
Company's Annual Report on Form 10-KSB for the year ended September 30, 1998.
Fair market value of financial instruments
The fair market value of the notes receivable approximates cost bases on current
borrowing rates. Equity securities held by the Company include available for
sale securities, which are reported at fair value. Unrealized holding gains and
losses for available for sale securities are excluded from earnings and reported
net of any income tax affected as a component of stockholders's equity.
Loss per share
The computations of loss per share of common stock on the weighted average
number of shares outstanding of 8,575,048 (1999), 7,949,648 (1998) and 7,561,478
(cumulative period).
Comprehensive net loss
On October 1, 1998, the Company adopted FASB No. 130, Reporting Comprehensive
Income. Statement No. 130 requires the reporting of comprehensive income/(loss)
in addition to net income/ (loss) from operations. Comprehensive income / (loss)
requires the inclusion of certain financial information not recognized in the
calculation of net income / (loss), including unrealized holding gains and
losses on available for sale securities.
7
<PAGE>
Concentration of credit risk
The Company primarily transacts its business with two financial institutions and
may maintain deposits in excess of federally insured limits. At June 30, 1999,
the Company has not experienced any losses in such accounts and believes it is
not exposed to any significant credit risk on cash and cash equivalents.
2 Notes receivable
At June 30, 1999, notes receivable consisted assets of the following:
Note receivable, collateralized
by equipment and common stock,
Interest at 12% per year, due
August 25, 1999 100,000
Note receivable, uncollaterized,
interest at 10% per year, due by
September 15, 1999 200,000
--------------
$ 300,000
==============
3 Stock options and warrants outstanding
<TABLE>
<CAPTION>
Options Exercise
Warrants Price Exercise date
------------- ------------ ------------------
<S> <C> <C> <C> <C>
Options granted 280,000 $ 0.1875 July 16, 1999 to
September 30, 2006
Options granted 50,000 0.1875 Up to
September 30, 2006
Warrants issued 300,000 2.000 Up to
January 21, 2001
Warrants issued 300,000 3.875 Up to April, 2003
-------------
Options/warrants
Outstanding at
June 30, 1999 930,000
=============
Options/warrants
Exercisable at
June 30, 1999 650,000
=============
</TABLE>
8
<PAGE>
Item 2 Management's Discussion and Analysis or Plan of Operations
The following discussion should be read in conjunction with the
financial statements and notes thereto appearing elsewhere in this quarterly
report on Form 10-QSB for the quarter and nine months ended June 30, 1999 (the
"Form 10-QSB"). In addition to historical information, this Form 10-QSB contains
forward- looking statements. The forward-looking statements contained herein are
subject to certain risks and uncertainties that could cause actual results to
differ materially from those in the forward-looking statements. Factors that
might cause such differences include, but are not limited, to those discussed in
the section entitled "management's Discussion and Analysis or Plan of
Operations." Readers are cautioned not to place undue reliance on these
forward-looking comments, which reflect management's analysis only as of the
date hereof. Environmental Products & Technologies Corporation (the "Company")
undertakes no obligation to publicly revise these forward-looking comments, or
to reflect events or circumstances that arise after the date thereof. Readers
should carefully review the risk factors described in the other documents that
the Company has filed and will continue to file from time to time with the
Securities and Exchange Commission.
GENERAL
The Company was incorporated in 1983 as CCRS III, Inc. In 1989, the
Company changed its name to Central Corporate Reports Services, Inc., merged
with with Information Bureau Inc and operated in the financial public relations
business until March 1990 when the Company became inactive. In 1990 the Company
changed its name to Combined Assets, Inc. and in 1991 changed its name to ACP
International, Inc., and in 1994 changed its name to Environmental Products &
Technologies Corporation.
At the end of 1995, the Company commenced development of a waste
management system to control odors and solid stream waste in the farming
industry. The Company is currently in the development stage of operations and,
to this time, has devoted its time to raising capital, product and supplier
development, and marketing future products. No products have been assembled,
manufactured or marketed at this time, except that the Company has assembled one
prototype Closed-Loop Waste Management System for demonstration purposes and
three prototype systems for operation by various universities. As of June 30,
1999, the Company had a deficit accumulated during the development stage of
$6,906,556 and an accumulated deficit prior to the development stage of
$695,452.
The Company intends to continue product development with the test of
three full-scale systems to be operated at Utah State University, Cal
Poly-Pomona and the University of Wisconsin. These units will be employed for
continued demonstrations and sales activity. While the development or an
input/feed conveyor system has been completed, a variable discharge mechanism to
load and unload the Bioreactor needs to be completed. In addition, a liquids
waste process has been developed but needs to have its testing completed.
9
<PAGE>
RESULTS OF OPERATIONS
COMPARISON OF THE THREE AND NINE MONTHS ENDED JUNE 30, 1999 AND 1998
The Company recognized no revenue for the three and nine months ended
June 30, 1999, and for the three and nine months ended June 30, 1998. During
each such period, the Company's efforts were directed at researching, designing,
developing and testing its Closed-Loop Waste Management System.
Research and development expenses primarily consist of the cost of
personnel and equipment needed to conduct the Company's research and development
efforts. Research and development expenses for the three months ended June 30,
1999, decreased 55% percent or $ 40,285, to $33,209, compared to $73,494 for the
three month period ended June 30, 1998. For the nine-month period ended June 30,
1999 and 1998, the Company's research and development expenses were $241,356 and
$321,490, respectively which represents a decrease of $80,134 or 25%. During
each such period the Company continued research and development work on the
Closed-Loop Waste Management System.
General and administrative expenses primarily consist of general and
administrative costs related to the salaries of the Company's administrative
personnel and associated costs, including legal and consulting fees. General and
administrative expenses for the three months ended June 30, 1999, increased by
$108,973 or 60% to $290,370, from $181,397, for the three-month period ended
June 30, 1998. For the nine months ended June 30, 1999, general and
administrative expenses increased by $351,512, or 65% to $894,537 from $543,025,
for the nine-month period ended June 30, 1998. This is due to increased spending
for legal and professional fees, salaries and travel.
The Company's loss from operations for the three months ended June 30,
1999, increased by by $68,688, or 27% to $323,579 from $254,891 for the
three-month period ended June 30, 1998. The Company's loss from operations for
the nine months ended June 30, 1999, increased $271,378, or 31%. to $1,130,295
from $864,515 for the nine-month period ended June 30, 1998. This increase in
loss from operations is mainly attributed to increased salaries, legal and
professional fees, and travel, partially offset by reduced consulting fees.
LIQUIDITY AND CAPITAL RESOURCES
The Company's primary capital needs have been to fund the design and
development of its prototype Closed-Loop Waste Management System. The Company's
primary sources of liquidity have been private placements of equity and debt
securities and loans from officers/stockholders on an as-needed basis.
Between October and December, 1995, the Company sold 100,000 shares of
Common Stock for an aggregate of $10,000 or $.10 per share. Between January and
March 1996, the Company sold 400,000 shares of Common Stock for an aggregate of
$189,650, or approximately $.47 per share. Between April and June, 1996, the
Company sold 40,000 shares of Common Stock for an aggregate of $35,000 or $.87
per share. Between July and September 1996, the Company sold 480,000 shares of
Common Stock for an aggregate of $149,200, or approximately $.31 per share.
Between June and September 1997, the Company sold 550,000 shares of Common Stock
for an aggregate $337,926 or approximately $.614 per share. The figures in this
paragraph do not give effect to the two-or-one forward stock split that was
effected by the Company in May 1998.
Based on its current operating plan, the Company foresees the need to
raise additional capital in order to continue to pursue its business strategy
and is currently seeking external funding. The Company's currently anticipated
levels of revenues and cash flow are subject to many uncertainties and cannot be
assured. Further, the Company's business plan may change, or unforeseen events
may occur, requiring the Company to raise additional funds. The amount of funds
required by the Company will depend upon many factors, including, without
10
<PAGE>
limitation, the extent and timing of sales of the Company's waste management
system, future product costs, the timing and costs associated with the
establishment and/or expansion, as appropriate, of the Company's manufacturing,
development, engineering and customer support capabilities, the timing and cost
of the Company's product development and enhancement activities, and the
Company's operating results. Until the Company generates cash flow from
operations that will be sufficient to satisfy its cash requirements, the Company
will need to seek alternative means for financing its operations and capital
expenditures and/or postpone or eliminate certain investments or expenditures.
Potential alternative means for financing may include leasing capital equipment,
obtaining a line of credit, or obtaining additional debt or equity financing.
There can be no assurance that, if and when needed, additional financing will be
available, or available on acceptable terms. The inability to obtain additional
financing or generate sufficient cash from operations could require the Company
to reduce or eliminate expenditures for capital equipment, research and
development, production or marketing of its products, or otherwise curtail or
discontinue its operations, which could have a material adverse affect on the
Company's business, financial condition, and results of operations. Furthermore,
if the Company raises funds through the sale of additional equity securities,
the Common Stock currently outstanding may be further diluted.
INFLATION
Although certain of the Company's expenses increase with general
inflation in the economy, inflation has not had a material impact on the
Company's financial results to date.
PART II. OTHER INFORMATION
Item 1. Legal Proceedings.
------------------
On March 16, 1999, EPTC and its management was named as
defendant in a civil complaint filed in Los Angeles County by
John Bird, former EPTC employee, and sons David Bird and Derek
Bird, alleging, among other things, the existence of two
separate stock option plans for the company, one written,
approved by the shareholders and the company's Board of
Directors and filed with the Securities and Exchange
Commission, and a second "oral" stock option plan. EPTC
considers this complaint to be totally without merit and
intends to defend vigorously against the allegations therein
contained.
Item 2. Changes in Securities.
----------------------
None.
Item 3. Defaults Upon Senior Securities.
--------------------------------
None.
Item 4. Submission of Matters to a Vote of Security Holders.
----------------------------------------------------
ANNUAL STOCKHOLDERS' MEETING
The annual stockholders' meeting was held April 19, 1999. The
stockholders elected three directors, R. Marvin Mears, Charles
M. Vance, and Gerald G. Nordstrom. The proposals to adopt a
1999 stock incentive plan, 1999 incentive compensation plan,
and 1999 non-employee director restricted stock plan, as well
as appointment of the auditors, were all approved.
Item 5. Other Information.
------------------
None.
Item 6. Exhibits and Reports on Form 8-K.
---------------------------------
(a) Exhibits:
27. Financial Data Schedule
(b) Reports on Form 8-K.
None.
11
<PAGE>
SIGNATURE
---------
In accordance with the requirements of the Exchange Act, the registrant
caused this report to be signed on its behalf by the undersigned, thereunder
duly authorized.
ENVIRONMENTAL PRODUCTS &
TECHNOLOGIES CORPORATION
Dated: August 12, 1999 By: /s/Marvin Mears
----------------------- -------------------------
Marvin Mears
Chief Executive Officer
<TABLE> <S> <C>
<ARTICLE> 5
<S> <C>
<PERIOD-TYPE> 9-MOS
<FISCAL-YEAR-END> DEC-31-1998
<PERIOD-END> JUN-30-1999
<CASH> 449312
<SECURITIES> 163860
<RECEIVABLES> 0
<ALLOWANCES> 0
<INVENTORY> 0
<CURRENT-ASSETS> 1322435
<PP&E> 132860
<DEPRECIATION> 44539
<TOTAL-ASSETS> 1494601
<CURRENT-LIABILITIES> 116000
<BONDS> 0
0
20
<COMMON> 43090
<OTHER-SE> 1335491
<TOTAL-LIABILITY-AND-EQUITY> 1494901
<SALES> 0
<TOTAL-REVENUES> 0
<CGS> 0
<TOTAL-COSTS> 1135893
<OTHER-EXPENSES> 206924
<LOSS-PROVISION> 0
<INTEREST-EXPENSE> 0
<INCOME-PRETAX> (1279468)
<INCOME-TAX> 0
<INCOME-CONTINUING> (1279468)
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<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> (1279468)
<EPS-BASIC> (0.15)
<EPS-DILUTED> (0.15)
</TABLE>
