U.S. SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-KSB
ANNUAL REPORT UNDER SECTION 13 OR 15 (d) OF THE
SECURITIES EXCHANGE ACT OF 1934
For the fiscal year ended December 31, 1999
Commission file number 000-27445
ENVIRO VORAXIAL TECHNOLOGY, INC.
(Name of Small Business Issuer in its Charter)
Idaho 83-0266517
(State or Other Jurisdiction of (I.R.S. Employer
Incorporation or Organization) Identification No.)
98 SE 7th Street, Deerfield Beach, Florida 33441
(Address of Principal Executive Offices) (Zip Code)
(954) 421-6141
(Issuer's Telephone Number)
Securities registered under Section 12(b)
of the Act:
Title of Each Class Name of Each Exchange on Which Registered
None
Securities registered under Section 12(g) of the Exchange Act:
Common Stock, $.001 par value
(Title of Class)
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.
Yes [ X ] No [ ]
Check if there is no disclosure of delinquent filers in response to Item 405 of
Regulation S-B contained in this form, and no disclosure will be contained,
to the best of the registrant's knowledge, in definitive proxy or information
statements incorporated by reference in Part III of this Form 10-KSB or any
amendment to this Form 10-KSB. [X]
State issuer's revenues (net loss) for its most recent fiscal year. $(658,000)
State the aggregate market value of the voting stock held by non-affiliates
computed by reference to the price at which the stock was sold, or
the average bid and asked prices of such stock, as of a specified date
within the past 60 days. $3.37 as of April 14, 2000.
Based on the closing price of the Common Stock quoted on the OTC Bulletin
Board as reported on April 14, 2000 ($3.37), the aggregate market
value of the 2,553,518 shares of the Common Stock held by the persons other
than officers, directors and persons known to the Registrant to be
the beneficial owner (as that term is defined under the rules of the
Securities and Exchange Commission) of more than five percent of the
Common Stock on that date was approximately $8,605,355.66.
(APPLICABLE ONLY TO CORPORATE REGISTRANTS)
State the number of shares outstanding of each of the issuer's classes of
common equity, as of the latest practicable date: March 31, 2000:
7,285,518 Shares of Common Stock and 6,000,000 Shares of Preferred Stock.
DOCUMENTS INCORPORATED BY REFERENCE
- - - - None -
Transitional Small Business Disclosure Format (Check One)
Yes X No
Table of Contents
Page
PART I
Item 1. Description of Business 1
Item 2. Description of Property 8
Item 3. Legal Proceedings 8
Item 4 Submission of Matters to a Vote of Security Holders 8
PART II
Item 5. Market for Common Equity and
Related Stockholder Matters 8
Item 6. Management Discussion and Analysis of Financial
Condition and Plan of Operations 9
Item 7. Financial Statements 10
Item 8. Changes in and Disagreements With Accountants
on Accounting and Financial Disclosure 10
PART III
Item 9. Directors, Executive Officers, Promoters and
Control Persons; Compliance With Section 16(a)
of the Exchange Act 11
Item 10. Executive Compensation 11
Item 11. Security Ownership of Certain Beneficial
Owners and Management 12
Item 12. Certain Relationships and Related Transactions 13
Item 13. Exhibits, Lists and Reports on Form 8-K 14
PART I
To simplify the language in this Registration Statement, Enviro Voraxial
Technology, Inc. and our wholly-owned subsidiary Florida Precision
Aerospace, Inc. are referred to herein as "Us" or "We."
Item 1. Description of Business
Our history
We were incorporated in Idaho on October 19, 1964, under the name Idaho Silver,
Inc. From our inception through 1994, we were engaged in acquiring mining
claims and exploring for silver and lead in Idaho. In May of 1996,
we entered into an agreement and plan of reorganization with a privately held
Florida corporation, Florida Precision Aerospace, Inc. ("FPA"), and its
shareholders. FPA was incorporated on February 26, 1993.
Pursuant to the plan, we reverse split our common stock on a one share for
ten share basis and amended our articles of incorporation to increase our
authorizedcommon stock to 50,000,000 shares, $.001 par value.
We exchanged 10,000,000 newly-issued post-split shares of our common stock, or
approximately 97% of our shares then issued and outstanding for all of the
issued and outstanding shares of FPA. As a result of this reorganization, the
shareholders of FPA gained control of our company and FPA became our
wholly-owned subsidiary. Because FPA's management was more qualified to
focus our business on that of FPA, our officers and directors resigned
and were replaced by FPA's designees. At the close of the transaction, we
changed our name to Enviro Voraxial Technology, Inc.
We have not been involved in any bankruptcy, receivership or similar proceeding.
Our business
We have limited revenues. We had significant losses from our operations in 1998,
losses continued in 1999 and it is likely that future losses may occur.
We anticipate shipping units of our Voraxial Separator within early 2000.
High precision products and services and their market
We operate a high-precision engineering machine facility in Deerfield Beach,
Florida, which designs, manufactures and assembles specialized parts and
components for the aerospace and automotive industries. We have performed
contract manufacturing services to both small and large customers. To date, all
our revenues have been generated from contract manufacturing of specialized
components and sale of our Voraxial Separator.
Our previous projects have involved the production of specialized space
navigational and guidance components for Allied Signal Aerospace and
The Department of Defense; gears for General Motors Corporation and New
Venture Gear to be used in design and assembly of automotive transmissions; and
specialty components for Hughes Electronics. We have also provided
engineering services to the General Motors/Volvo Heavy Truck Division. We
have machined and assembled components such as high precision castings,
precision tools and fixtures, beryllium and ceramics, deep brazing,
Computer Numerical Control (CNC) machining and tuning and precision jig
boring and assembly.
Throughout 1999 and for the foreseeable future we will focus our efforts on the
development, marketing and sale of our Voraxial Separator.
Voraxial Separator
The Voraxial Separator is a continuous flow, non-clogging turbo machine that
generates a strong vortex capable of separating a mixture of fluids or a
combination of fluids and solids by their specific gravities. This process
allows heavier elements to form a central core of the vortex itself. Once
the vortex separation is established, a simple flow divider separates the
flows into two streams, the first, inner stream is composed of the lighter
elements, while the second, outer stream is composed of the heavier elements.
nique in its design, the Voraxial Separator is self-contained and can be
powered by an electric motor, diesel engine or by hydraulic power generation.
Further, the ability of the Voraxial Separator to be scaleable allows it to
be utilized in a variety of industries and to process any amount of liquid.
The following are the various sizes and the corresponding capacity range:
PRODUCT AND CAPACITY RANGE
Model Diameter Capacity Range Weight
Number Size Gallons Per Minute In Pounds
1000 1 inch 5-16 11
2000 2 inches 25-100 20
4000 4 inches 300-900 65
803A 8 inches 2,000-6,000 208
1600 16 inches 20,000-50,000 400
3200 32 inches 130,000-150,000 800
The Voraxial Separator can transfer any liquid in either direction by reversing
the machines rotation. We currently maintain an inventory of the Voraxial
Separator 1000 and Voraxial Separator 2000. In addition to the various
orders we have received in the first quarter of 2000, we have also delivered
eight units during 1999 to be used on a trial basis, after which, arrangements
will be made for either payment or return of the products.
We believe that our Voraxial Separator offers substantial applications on a
cost-effective basis, including: flood control, farm irrigation, lake and
river revitalization, cooling and aeration of thermally polluted waters, oil and
water separation, sewage treatment, sludge removal, wood pulp removal for paper
manufacturers, harbor clean-up, deballasting of ships, clean up of contaminated
beaches and plasma separation. We also believe that the separator can be used
to recycle water. As clean water becomes less available to the ever-increasing
world population, this technology may become more valuable.
The Voraxial Separator is manufactured and assembled at our Deerfield Beach,
Florida location.
Voraxial Separator products and services and their market
We have shipped units of the Voraxial Separator 1000 and Voraxial Separator 2000
on a rental/lease basis to companies in Spain and Oregon. We are attempting to
obtain future purchase orders and lease agreements. We signed a sales and
marketing agreement in the 4th quarter of 1999 and believe we will sign an
additional sales and marketing agreement and enter into a distributorship
agreement during the first quarter of 2000.
Inventory and distribution
Other than our Voraxial Separators, we maintain no inventory of finished parts
until we receive a customer order. Our contract manufacturing is not
initiated until corresponding specifications have been obtained from a
customer. Typically, a customer seeking the manufacture of components will
provide us with diagrams and specifications. We complete any remaining design
services and begin manufacturing the components pursuant to the specific
contract or purchase order.
Competition
We are subject to competition from a number of companies who have greater
experience, research abilities, engineering capability and financial
resources than we have. We compete with numerous small companies involved in
engineering parts for companies similar to our customers. We believe that our
expertise in engineering precision parts will enable us to continue to
compete effectively with other engineering companies of various sizes. Although
we believe our Voraxial Separator offers applications which accomplish better or
similar results on a more cost-effective basis than existing products, other
products have, in some instances, attained greater market and regulatory
acceptance.
We are also subject to an increasingly competitive environment in the automotive
and aerospace industries. Moreover, the competitive market has grown in markets
for our specific products. We are dependent upon the volume of automobiles
sold in the United States which may fluctuate due to economic conditions,
availability and changing consumer preferences. The market for our
aeronautical products is highly sensitive to risks associated with uncertain
economic conditions, dependence upon congressional and executive approval of
spending in the aeronautical industry area and whether the United States
government awards contracts to specific aeronautical companies who are our
customers.
Marketing
We market our products and services through our existing staff. We obtain
most contracts for high precision products through personal contacts of our
president, Alberto DiBella.
We have executed sales and marketing agreements and distributorship agreements
that have enabled us to better market our Voraxial Separator within various
industries and countries. We have been represented at several conferences
including the Connecticut Maritime Association conference and a trade conference
in England. We anticipate participating in other trade shows.
Sources and availability of raw materials
The materials needed to manufacture our Voraxial Separator have been provided by
Baldor Electric Co., Hughes Supply Inc. and SKF USA Inc. We do not anticipate
any shortage of raw materials.
The materials for our high precision manufacturing are obtained from various
suppliers based on individual project specifications. Our customers often
provide the materials or recommend the suppliers for their projects.
Dependence on major customers
In 1998, we were dependent upon one customer who comprised over 78% of our
business. During the year ended December 31, 1999, two customers accounted for
25% and 60% respectively, of our sales.
Intellectual property
We currently hold two patents, United States Patent #5,904,840 and #5,084,189.
One patent is for Apparatus for Accurate Centrifugal Separation of Miscible and
Immiscible Media, which is for technology invented by our president and sole
director, Alberto DiBella, and registered in 1999. The other is for the Method
and Apparatus for Separating Fluids having Different Specific Gravities. This is
for technology invented by Harvey Richter and registered in 1992 to Richter
Systems, Inc., a company of which we later acquired assets including this
patent. The method and apparatus for each of these is applied in our Voraxial
Separator.
Governmental approvals and regulations; environmental compliance
Our operations are subject to extensive and frequently changing federal, state
and local laws and substantial regulation by government agencies, including the
United States Environmental Protection Agency (EPA), the United States
Occupational Safety and Health administration (OSHA) and the Federal Aviation
Administration (FAA). Among other matters, these agencies regulate the
operation, handling, transportation and disposal of hazardous materials used
by us during the normal course of our operations, govern the health and safety
of our employees and certain standards and licensing requirements for our
aerospace components. We are subject to significant compliance burden from
this extensive regulatory framework which may substantially increase our
operational costs.
In addition, we may become liable for the costs of removal or remediation of
certain hazardous substances released on or in our facilities without regard
to whether or not we knew of, or caused, the release of such substances. We
believe that we are currently in material compliance with applicable laws and
regulations and are not aware of any material environmental violations at any of
our current or former facilities. We are unaware any handling by us of
hazardous substances. There can be no assurance, however, that our prior
activities did not create a material environmental situation for which we
could be responsible or that future uses or conditions (including, without
limitation, changes in applicable environmental laws and regulation, or an
increase in the amount of hazardous substances generated or used by our
operations) will not result in any material environmental liability to us or
result in a material adverse effect to our financial condition and results of
operations.
We are subject to various federal, state, and local environmental requirements,
including those relating to discharges to air, water and land. We believe
that we have not previously and do not currently handle any hazardous
waste. However, in the future we may be subject to regulation involving the
handling and disposal of solid and hazardous waste, and the cleanup of
properties affected by hazardous substances. In addition, certain environmental
laws, such as The Comprehensive Response, Compensation and Liability Act
(CERCLA) and similar state laws, impose strict, retroactive, and joint and
several liability upon persons responsible for releases or potential releases of
hazardous substances. We have not incurred, nor do we expect to incur,
significant costs to address any releases or potential releases of such
substances. It is possible, however, given the retroactive nature of CERCLA
liability, that we will, from time to time, receive notices of potential
liability relating to current or former activities.
We have been and are in substantial compliance with environmental requirements
and believe that we have no liabilities under environmental requirements.
Further, we have not spent any funds specifically on compliance with
environmental laws. However, some risk of environmental liability is inherent in
the nature of our business, and we might incur substantial costs to meet
current or more stringent compliance, cleanup or other obligations pursuant to
environmental requirements in the future. This could result in a material
adverse effect to our results of operations and financial condition.
The aerospace industry is highly regulated in the U.S. by the FAA and is
regulated in other countries by
similar agencies to ensure that aviation products and services meet stringent
safety and performance standards. The FAA prescribes standards and licensing
requirements for aircraft components. Because we assemble to meet
specifications and designs created by our customers, we are not required to
obtain any licenses or approvals from the FAA.
Product liability
Our business exposes us to possible claims of personal injury, death or property
damage, which may result from the failure, or malfunction of any component or
subassembly manufactured or assembled by us. We currently have do not have
products liability insurance. Any product liability claim made against us will
have a material adverse effect on our business, financial condition or
results of operations in light of our poor financial condition, losses and
limited revenues. We have no plans to obtain products liability insurance in the
future.
Research and development
In our past two fiscal years, we have spent approximately $112,000 on product
research and development. We do not anticipate that this cost will be borne
directly by our customers.
Employees
We have five total and full-time employees. We have two administrative
employees, Alberto Di Bella and John A. Di Bella. The balance of our employees
participate in the manufacturing of our products. None of our employees are
members of a union. We believe that our relationship with our employees is
favorable. We intend to add additional employees in the upcoming year, including
managers, sales representatives and engineers.
Item 2. Description of Property
In May of 1998, we acquired an 18,000 square foot building located at 98
Southeast 7th Street, Deerfield Beach, Florida, for a purchase price of
$575,000, of which $431,250 was paid by a mortgage note, amortized over
twenty years with a balloon payment at the end of ten years. The note bears
interest at an annual rate of 8.50%, which is subject to adjustment on
June 1, 2003. We believe that our newly acquired facility will
adequately serve our needs in the foreseeable future.
Item 3. Legal Proceedings
None.
Item 4. Submission of Matters to a Vote of Security Holders
None.
PART II
Item 5. Market for Common Equity and Related Stockholder Matters
Our common stock is traded on the NASDAQ Over-The-Counter Bulletin Board
("OTCBB") under the symbol EVTN. There is no active trading market for the
common stock. The following bid quotations have been reported for the period
beginning January 1, 1998 and ending December 31, 1999:
Bid Quotations
Period High Low
Quarter Ended:
March 31, 1998 $4.25 $0.94
June 30, 1998 $1.50 $0.56
September 30, 1998 $0.62 $0.25
December 31, 1998 $0.62 $0.12
Quarter Ended:
March 31, 1999 $0.19 $0.07
June 30, 1999 $0.84 $0.07
September 30, 1999 $1.38 $0.50
December 31, 1999 $3.50 $0.90
Such quotations reflect inter-dealer prices, without retail mark-up, mark-down
or commission. Such quotes are not necessarily representative of actual
transactions or of the value of our securities, and are in all likelihood
not based upon any recognized criteria of securities valuation as used in the
investment banking community.
We have been advised that seven member firms of the NASD are currently acting as
market makers for our common stock. There is no assurance that an active trading
market will develop which will provide liquidity for our existing shareholders
or for persons who may acquire common stock through the exercise of
warrants.
Holders
As of December 31, 1999, there were approximately 771 holders of record of our
7,285,518 shares of common stock outstanding. Of these 7,285,518 shares,
approximately 5,302,200 are restricted securities within the meaning of
Rule 144(a)(3) promulgated under the Securities Act of 1933, as amended, because
such shares were issued and sold by us in private transactions not involving a
public offering. Certain of the shares of common stock are held in street name
and may, therefore, be held by several beneficial owners. Our transfer agent
is Jersey Transfer & Trust Company, Inc., Post Office Box 36, Verona, New
Jersey 07044.
No prediction can be made as to the effect, if any, that future sales of shares
of common stock or the availability of common stock for future sale will have on
the market price of the common stock prevailing from time-to-time. Sales of
substantial amounts of common stock on the public market could adversely
affect the prevailing market price of the common stock.
Dividends
We have not paid a cash dividend on the common stock since current management
joined the Company in 1996. The payment of dividends may be made at the
discretion of our Board of Directors and will depend upon, among other
things, our operations, our capital requirements and our overall financial
condition. As of the date of this registration statement, we have no intention
to declare dividends.
Item 6. Management?s Discussion and Analysis of Financial Condition and Plan of
Operations
General
Management's discussion and analysis contains various forward looking
statements. These statements consist of any statement other than a recitation of
historical fact and can be identified by the use of forward-looking
terminology such as "may," "expect," "anticipate," "estimate" or "continue" or
use of negative or other variations or comparable terminology.
We caution that these statements are further qualified by important factors that
could cause actual results to differ materially from those contained in the
forward-looking statements, that these forward-looking statements are
necessarily speculative, and there are certain risks and uncertainties that
could cause actual events or results to differ materially from those referred to
in such forward-looking statements.
Year ended December 31, 1999 and 1998
Net Sales. Our net sales decreased by 86% to $164,000 for the year ended
December 31, 1999 from $1,176,000 in the year ended December 31, 1998. The sales
decrease was attributed to the shift in resources from the high precision
manufacturing to the further development of the Voraxial Separator. Our efforts
were focused on marketing of the Voraxial Separator rather than seeking
replacement contracting.
Our gross profit (loss) was ($9,000) for the year ended December 31, 1999 as
compared to $138,000 for the year ended December 31, 1998. This loss is
attributable to our change in business. New customer orders of machine work
were at a minimum and efforts were focused on marketing of the Voraxial
Separator.
General and administrative expenses
General and Administrative expenses increased by 77% to $547,000 for the year
ended December 31, 1999 from $309,000 for the year ended December 31, 1998.
Increased marketing activities for the Voraxial Separator generated
additional general and administrative expenses.
We have rented excess space in our operating facility. Income amounted to
$15,000 in the year ended December 31, 1999. The monthly rental income
amounts to $2,000 per month.
Liquidity and capital resources
In the year ended December 31, 1999, our working capital decreased by $78,000
from December 31, 1998. This decrease was represented by a decrease in cash of
$1,000, decrease of accounts receivable of $12,000, decrease in inventory of
$112,000, and offset by an increase in current liabilities of $95,000.
Operating at a loss for the year negatively impacted our cash position, however
we feel that we have sufficient sources for needed capital to continue
business operations for the next twelve months.
Working capital for the next twelve months will be obtained from a number of
sources. The continuing contract for parts supplied to New Venture Gear will
be approximately $120,000. We will continue to take on machining contracts to
supplement working capital, if necessary, from our past customer base.
We believe that we have sufficient liquidity to meet all of our cash
requirements for the next 12 months. We believe, however, that additional
funding will eventually be necessary to expand marketing programs and
specific applications for the Voraxial Separator.
We have raised $333,000 in the first quarter of 2000 through the private
placement of our securities pursuant to Regulation D of the Securities Act.
Continuing losses
We may be unable to continue as a going concern, given our limited operations
and revenues and our significant losses to date. Throughout 1999 we have
encountered greater expenses in the development of our Voraxial Separators
and have had limited revenues from this development. Consequently, our working
capital may not be sufficient and our operating costs may exceed those
experienced in our prior years. In light of these recent developments, we may
be unable to continue as a going concern.
Item 7. Financial Statements
The financial statements required by this report are included, commencing on
F-1.
Item 8. Changes in and Disagreements With Accountants on Accounting and
Financial Disclosure
As of February 2000, Richard A. Eisner & Company, LLP of Florham Park, New
Jersey was retained to become the Company?s new independent auditors and have
audited the 1999 financial statements included as exhibits hereto. Prior to
Richard A. Eisner & Company, LLP, Millward & Co., of Fort Lauderdale,
Florida served as our independent auditors. We have recently filed an 8-K to
indicate our change in accountants.
PART III
Item 9. Directors, Executive Officers, Promoters and Control Persons
Directors and executive officers
The following sets forth the names and ages of our officers and directors.
Our directors are elected annually by our shareholders, and the officers are
appointed annually by our board of directors.
Name Age Position
Alberto DiBella 69 President, Director
Alberto DiBella is a graduate of the Florence Technical Institute, Italy, where
he obtained a degree in mechanical engineering in 1952. After immigrating to the
United States in 1962, Mr. DiBella worked in New Jersey for a major tool
manufacturer. From 1988 to 1993, he was the President of E.T.P., Inc, a
machining business, where he was responsible for day to day operations of the
company. In 1993, he relocated to Florida and founded FPA, our wholly owned
subsidiary Since inception he has worked in the day to day operations of FPA.
He has been our president and chairman since June 1996 and president
and chairman of our subsidiary, FPA, since its organization in February 1993.
Mr. DiBella holds no directorships in any reporting companies.
Item 10. Executive compensation
The following table sets forth compensation awarded to, earned by or paid to our
chief executive officer and each executive officer whose compensation exceeded
$100,000 for the year ended December 31, 1999. We did not grant any stock
options, restricted stock awards or stock appreciation rights or make any
long-term incentive plan payments during 1999.
For services rendered during 1997, Mr. DiBella was paid cash compensation of
$50,000 together with 1,000,000 voting convertible, non-cumulative 8% preferred
shares, $0.001 par value. In 1997 Mr. DiBella also exchanged 5,000,000
shares of common stock for 5,000,000 shares of voting convertible,
non-cumulative 8% preferred shares, $.001 par value. There is no market for
this class of securities at this time. We have valued the preferred shares
assuming that they will all become eligible for conversion into an equal number
of common shares. The preferred shares are convertible at a premium of 1.2:1 if
certain conditions are met (see below). If that were to occur, there may be a
charge to operations for compensation. For 1997 and 1998 Mr. DiBella failed
to earn the premium and 400,000 shares reserved for issuance upon conversion
of the preferred stock were
cancelled.
The preferred stock issued to Mr. DiBella is convertible into common stock, at a
premium of 1.2:1, in an amount not greater than 1,200,000 shares per year
commencing January 1, 1998, for each revenue increase of $10,000,000 over the
revenues of the prior year. If the revenue increase is not $10,000,000 the
conversion shall be one for one. Any shares of preferred stock, which have
not been converted by Mr. DiBella
before December 31, 2002, are automatically converted into shares of common
stock on a share-for-share basis.
As of December 31, 1999, Mr. DiBella, held 2,830,000 restricted shares of our
common stock and 6,000,000 restricted shares of our preferred stock.
SUMMARY COMPENSATION TABLE
Annual Compensation
Name Year Salary Bonus Other
Alberto DiBella 1997 $50,000 $0 1,000,000 shares of preferred stock
1998 $25,000 $0 None
1999 ? --- ---
Employment agreements
Alberto DiBella, our chief executive officer, president and chairman currently
does not have an employment contract and did not receive compensation for 1999.
We intend to enter into an employment
agreement with Mr. DiBella in the future.
Stock options
During fiscal year 1999, there were no option or SAR grants to any persons,
including any of our executive officers or directors.
Option exercises and holdings
To date, we have not issued any options or SARs to any persons. No options or
SARs were exercised or unexercised during fiscal year 1999.
Item 11. Security Ownership of Certain Beneficial Owners and Management
The table below sets forth information with respect to the beneficial ownership
of our securities as of December 31, 1999 by:
1) each person known by us to be the beneficial owner of five percent or more of
our outstanding securities, and
2) executive officers and directors, individually and as a group.
Unless otherwise indicated, we believe that the beneficial owner has sole
voting and investment power over such shares.
Name and Address of Number of Shares Percentage of
Beneficial Owner Beneficially Owned Ownership
Alberto DiBella (1) 8,872,000 66.78%
3500 Bayview Drive
Fort Lauderdale, FL 33308
Howard J. Falcon, III, Ttee 1,860,000 14.00%
For Harvey E. Richter
Irrevocable Trust of 6/26/95
400 A North Flagler Drive #2
West Palm Beach, FL 33401
All officers and directors 8,872,000 66.78%
as a group (1 person)
(1) Alberto DiBella?s beneficial share ownership includes 10,000 shares of
common stock owned by his wife, 10,000 shares of common stock owned by his
daughter, and 22,000 shares of common stock owned by his son. It also
includes 6,000,000 shares of voting convertible non-cumulative, 8% preferred
stock, $0.001 par value. These shares are convertible into one share of our
common stock based on incentive formulas, which are measured by our overall
performance.
Item 12.
Certain Relationships and Related Transactions
Pursuant to our agreement and plan of reorganization with FPA, we issued
10,000,000 shares of common stock to the shareholders of FPA. At the time of
this transaction, Alberto DiBella, our sole officer and director, was the
majority shareholder of FPA. Mr. DiBella received 7,830,000 of the 10,000,000
shares of our common stock issued in this transaction. From 1994 through
1999, we borrowed approximately $260,000 from our president, Mr. Alberto
DiBella, at an annual rate of eight percent (8%) with principal payable on
demand. No repayment of interest or loan has been made to date.
On October 20, 1997, our Chairman, Alberto DiBella, agreed to contribute
5,000,000 shares of common stock to our treasury which shares were cancelled in
consideration for the issuance to him of 5,000,000 shares of our preferred
stock. Subject to adjustment, the preferred stock issued to Mr. DiBella is
convertible into common stock, on a one share for one share basis, in an amount
not greater than 1,200,000 shares per year commencing January 1, 1998, for each
revenue increase of $10,000,000 over the revenues of the prior year. Any
shares of preferred stock, which have not been converted by Mr. DiBella before
December S1, 2002, shall then be automatically converted into shares of common
stock on a share-for-share basis.
We believe that all transactions with our officers, shareholders and each of our
affiliated companies have been made on terms no less favorable to our company
than those available from unaffiliated parties.
Item 13. Exhibits, Lists and Reports on Form 8-K
Exhibit No. Description of Exhibit
2 Plan of Merger*
3(i) Articles of Incorporation*
3(ii) Bylaws*
4 Share Certificate*
10 Mortgage Note*
21 Subsidiaries*
27 Financial Data Schedule
99 Agreement for Preferred Shares
*Previously filed
We have filed a report on Form 8-K that covered an event that occurred during
the last period covered by this report. This report noted our change in
accountants.
To the Board of Directors and Stockholders
Enviro Voraxial Technology, Inc.
REPORT OF INDEPENDENT CERTIFIED PUBLIC ACCOUNTANTS
We have audited the accompanying consolidated statements of operations,
stockholders' equity and cash flows of Enviro Voraxial Technology, Inc. and
subsidiary for the year ended December 31, 1998. These consolidated
financial statements are the responsibility of the Company's management.
Our responsibility is to express an opinion on these consolidated financial
statements based on our audit.
We conducted our audit in accordance with generally accepted auditing standards.
Those standards require that we plan and perform the audit to obtain
reasonable assurance about whether the consolidated financial statements are
free of material misstatement. An audit includes examining, on a test basis,
evidence supporting the amounts and disclosures in the consolidated financial
statements. An audit also includes assessing the accounting principles
used and significant estimates made by management, as well as evaluating the
overall financial statement presentation. We believe that our audit provides a
reasonable basis for our opinion.
In our opinion, the consolidated financial statements referred to above present
fairly, in all material respects, the consolidated results of operations and
the consolidated cash flows of Enviro Voraxial Technology, Inc. and
subsidiary for the year ended December 31, 1998, in conformity with generally
accepted accounting principles.
Millward & Co., CPAs
Fort Lauderdale, Florida
June 14, 1999
INDEPENDENT AUDITORS' REPORT
To the Board of Directors and Stockholders
Enviro Voraxial Technology, Inc.
We have audited the accompanying consolidated balance sheet of Enviro Voraxial
Technology, Inc. and subsidiary (the "Company") as of December 31, 1999 and the
related consolidated statements of operations, stockholders' equity and cash
flows for the year ended December 31, 1999. These consolidated financial
statements are the responsibility of the Company's management. Our
responsibility is to express an opinion on these financial statements based
on our audit.
We conducted our audit in accordance with generally accepted auditing standards.
Those standards require that we plan and perform the audit to obtain reasonable
assurance about whether the financial statements are free of material
misstatement. An audit includes examining, on a test basis, evidence
supporting the amounts and disclosures in the financial statements. An audit
also includes assessing the accounting principles used and significant
estimates made by management, as well as evaluating the overall financial
statement presentation. We believe that our audit provides a reasonable
basis for our opinion.
In our opinion, the financial statements enumerated above present fairly, in all
material respects, the consolidated financial position of Enviro Voraxial
Technology, Inc. and subsidiary as of December 31, 1999,
and the consolidated results of their operations and their consolidated cash
flows for the year ended December 31, 1999, in conformity with generally
accepted accounting principles.
The accompanying financial statements have been prepared assuming that the
Company will continue as a going concern. As discussed in Note A to the
financial statements, the Company has suffered recurring losses from
operations and has a working capital deficiency that raise substantial doubt
about its ability to continue as a going concern. Management's plans in
regard to these matters are also described in Note A. The financial
statements do not include any adjustments that might result from the outcome of
this uncertainty.
Richard A. Eisner & Company, LLP
Florham Park, New Jersey
March 31, 2000
Consolidated Balance Sheet
December 31, 1999
ASSETS
Current assets:
Cash and cash equivalents $ 68,000
Accounts receivable 57,000
Inventory 100,000
Total current assets 225,000
Property, plant and equipment, net 1,092,000
Other assets 7,000
$ 1,324,000
LIABILITIES
Current liabilities:
Current portion of mortgage note payable $ 10,000
Current portion of obligations under capital leases 51,000
Accounts payable and accrued expenses 53,000
Due to stockholders 260,000
374,000
Noncurrent liabilities:
Mortgage note payable 408,000
Obligations under capital leases 134,000
542,000
STOCKHOLDERS' EQUITY
Capital stock $.001 par value
Preferred stock, voting, 8% noncumulative, convertible,
authorized 7,250,000 shares, 6,000,000 issued and
outstanding (at liquidating value) 6,000
Common stock, authorized 42,750,000 shares;
7,285,518 shares issued and outstanding 7,000
Additional paid-in capital 912,000
Deficit (517,000)
Total stockholders' equity 408,000
$ 1,324,000
Consolidated Statements of Operations
Year Ended December 31,
1999 1998
Net sales $ 164,000 $ 1,176,000
Cost of goods sold 173,000 1,038,000
Gross profit (loss) (9,000) 138,000
Other (income) and expenses:
Research and development 95,000 17,000
General and administrative 547,000 309,000
Interest expense 58,000 19,000
Other income (17,000) -
Total cost and expenses 683,000 345,000
(Loss) before income tax benefit (692,000) (207,000)
Income tax (benefit) (34,000) (70,000)
Net (Loss) $ (658,000)$ (137,000)
Basic and diluted (loss) per common share $(0.10) $(0.02)
Weighted average number of common shares
outstanding 6,834,000 6,454,000
Consolidated Statements of Stockholders' Equity
Additional Retained
Preferred Stock Common Stock Paid-in Earnings
Shares Amount Shares Amount Capital (Deficit) Total
Balance,
January 1,
1998 6,000,000 $ 6,000 6,398,018 $ 7,000 $ 593,000 $ 278,000 $ 884,000
Issuance of common stock
in private placement 50,000 15,000 15,000
Issuance of common stock for
services rendered 97,500 12,000 12,000
Net loss for the year
ended December 31, 1998 (137,000) (137,000)
Balance, December 31,
1998 6,000,00 6,000 6,545,518 7,000 620,00 141,000 774,000
Issuance of common stock
For services 230,000 82,000 82,000
Shares issuable for
services rendered 110,000 153,000 153,000
Issuance of warrants
to purchase 400,000 shares
exercisable at $.10 per
share for fair value of
services 17,000 17,000
Shares issuable upon
exercise of warrants 400,000 40,000 40,000
Net loss for the year ended
December 31, 1999 (658,000) (658,000)
Balance, December 31,
1999 6,000,000 $ 6,000 7,285,518$7,000 $ 912,000 $(517,000) $408,000
Consolidated Statements of Cash Flows
Year Ended December 31,
1999
1998
Cash flows from operating activities:
Net loss $ (658,000) $ (137,000)
Adjustments to reconcile net loss to net
cash (used in) provided by
operating activities:
Depreciation 116,000 84,000
Deferred income taxes (34,000) (70,000)
Common stock issued for services 235,000 12,000
Warrants issued for services 17,000
Loss on leasehold improvements 16,000
Changes in:
Accounts receivable 12,000 245,000
Inventory 112,000 18,000
Other assets (5,000) (1,000)
Accounts payable and accrued expenses 9,000 (223,000)
Net cash used in operating activities (196,000) (56,000)
Cash flows from investing activity:
Purchase of property, plant and equipment (2,000) (655,000)
Cash flows from financing activities:
Subscription receivable 84,000
Proceeds from issuance of common stock 15,000
Proceeds from mortgage note payable 431,000
Repayments of mortgage note payable (9,000) (4,000)
Proceeds from sale leaseback of equipment 100,000
Repayments of obligations under
capital leases (2,000)
Advances from stockholder 68,000 55,000
Proceeds from exercise of warrants 40,000
Net cash provided by financing
activities 197,000 581,000
Net decrease in cash and cash
equivalents (1,000) (130,000)
Cash and cash equivalents,
beginning of year 69,000 199,000
Cash and cash equivalents,
end of year $ 68,000 $ 69,000
Supplemental disclosure of cash flow information:
Cash paid for interest $ 58,000 $ 19,000
Assets acquired under capital leases $ 87,000
NOTE A - ORGANIZATION AND OPERATIONS
Enviro Voraxial Technology, Inc. (the "Company") operates a high precision
engineering machine shop located in Florida which designs, manufactures and
assembles specialized parts and components. Prior to 1999, the Company
performed contract manufacturing services to the aerospace and automotive
industries. Since 1999, the Company has been focusing its efforts on
developing and marketing the voraxial separator. The voraxial separator is
a mechanical device for separating two or more components having different
specific weights. Potential commercial applications include oil/water
separation, environmental cleanup and the separation of industrial chemicals.
There is no assurance that the Company's developmental and marketing efforts
will be successful, that the Company will ever have commercially accepted
products, or that the Company will achieve significant revenues. The Company
has incurred net losses and has a negative working capital position as of
December 31, 1999. If the Company is unable to successfully commercialize its
technologies, it is unlikely that the Company could continue its business.
In February and March 2000, the Company raised $333,000 through the sale of
111,000 shares of its common stock. (See Note J). However, the Company will
continue to require the infusion of capital until operations become
profitable. There is still substantial doubt about the ability of the Company
to continue as a going concern. These financial statements include no
adjustments to assets and liabilities reflecting this possible uncertainty.
NOTE B - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
[1] Principles of consolidation:
The consolidated financial statements as of December 31, 1999 include the
accounts of the parent company Enviro Voraxial Technology, Inc. and its
wholly-owned subsidiary Florida Precision Aerospace, Inc. All
significant intercompany accounts and transactions have been eliminated.
[2] Cash and cash equivalents:
The Company considers all highly liquid investments with a maturity of three
months or less at the date of purchase to be cash equivalents.
[3] Property, plant and equipment:
Property, plant and equipment are stated at cost. The cost of maintenance and
repairs is charged against results of operations as incurred. Depreciation is
computed by the straight-line method over the estimated economic useful life
of the assets (5 -20 years).
[4] Net loss per share:
Basic and diluted loss per share has been computed by dividing the net loss
available to common stockholders by the weighted average number of common shares
outstanding. The convertible preferred stock has been excluded from the
calculation since it would be anti-dilutive.
[5] Inventory:
Inventory, which consists primarily of parts, is priced at lower of first-in,
first-out cost or market.
[6] Use of estimates:
The preparation of financial statements in conformity with generally accepted
accounting principles requires management to make estimates and assumptions
that affect the amount of assets and liabilities and disclosures of
contingent assets and liabilities at the date of the financial statements and
the reported amounts of revenues and expenses during the reporting period.
NOTE B - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (CONTINUED)
[7] Income taxes:
Deferred income taxes are recognized for the tax consequences in future years of
differences between the tax bases of assets and liabilities and their
financial reporting amounts at year end based on enacted tax laws and
statutory tax rates applicable to the periods in which the differences are
expected to affect taxable income. Valuation allowances are established when
necessary, to reduce deferred tax assets to the amount expected to be realized.
[8] Research and development expenses:
Research and development costs are expensed as incurred.
[9] Revenue recognition:
The Company recognizes revenue from product sales when the products are shipped
to customers.
[10] Fair value of financial instruments:
The carrying amounts of the Company's cash and cash equivalents, accounts
receivable, accounts payable, and amounts due to stockholders approximate
fair value due to their short maturities. Mortgage note payable and
obligations under capital leases approximate fair value as the interest rates
applicable to these debt instruments are comparable to quoted market prices for
similar issues.
NOTE C - PROPERTY, PLANT AND EQUIPMENT
Property, plant and equipment as of December 31, 1999 consists of:
Machinery and equipment $ 750,000
Land and building 611,000
Furniture and fixtures 9,000
Improvements 43,000
A uto 12,000
1,425,000
Less accumulated depreciation (333,000)
Net property, plant and
equipment $ 1,092,000
Included in depreciation expense for the year ended December 31, 1999 is
amortization of equipment under capital leases of $19,000.
Accumulated amortization relating to equipment under capital leases aggregated
$59,000 as of December 31, 1999.
NOTE D - MORTGAGE NOTE PAYABLE
In July 1998, the Company entered into a loan agreement with a bank for the
purchase of land and a building. The loan amortizes over 20 years with a
balloon payment of $308,000 due at the end of 10 years. Principal and
interest payments are due monthly with interest fixed at 8.5% through
June 2003; thereafter the interest rate will adjust annually to the bank's
prime rate plus one percent. The mortgage note is collateralized by the land
and building and is guaranteed by a principal stockholder.
Annual maturities of the mortgage note for each of the next five years and
thereafter are as follows:
Year Ending
December 31,
2000 $ 10,000
2001 11,000
2002 11,000
2003 12,000
2004 14,000
Thereafter 360,000
$ 418,000
NOTE E - OBLIGATIONS UNDER CAPITAL LEASES
As of December 31, 1999, the future minimum lease payments under capital leases
are as follows:
Year Ending
December 31,
2000 $ 76,000
2001 47,000
2002 47,000
2003 47,000
2004 18,000
235,000
Less amount representing
interest 50,000
185,000
Due within one year 51,000
Due after one year $ 134,000
The obligation under one of the capital leases is the result of the Company
entering into a sale leaseback transaction. Since the lease provides for a
bargain purchase option, it has been recorded as a capital lease and no gain
or loss on the sale has been recognized.
NOTE F - RELATED PARTY TRANSACTIONS
Amounts due to stockholders accrue interest at 8% per annum and are due on
demand. For the year ended December 31, 1999, interest expense aggregated
$17,000.
In 1998, the Company subleased space from a company owned by a principal
stockholder. Total rent expense was $22,000 for the year ended
December 31, 1998.
NOTE G - CAPITAL TRANSACTIONS
Common stock:
The Company completed a private placement of 50,000 common shares in 1998 for
net proceeds of $15,000.
During the year ended December 31, 1999 and 1998, the Company issued 230,000
and 97,500 common shares valued at $82,000 and $12,000, respectively, in
exchange for services rendered to the Company. In addition, the Company is
obligated to issue 110,000 common shares valued at $153,000 for services
rendered to the Company. The fair value of all shares issued for services in
1999 and 1998 is based on the quoted market value for traded shares at the
date of the transaction.
Preferred stock:
In October 1997, the Board of Directors authorized for issuance 7,250,000 shares
of preferred stock with a par value of $.001 per share. The preferred stock has
voting rights, is convertible and accrues dividends at a rate of 8% per share
when and as declared by the Board of Directors.
In 1997, the Board of Directors issued 5 million preferred shares to its
president in exchange for 5 million common shares. The 5 million common
shares were then cancelled. In addition, the Company issued 1 million
preferred shares to its president as compensation for his services to the
Company.
The 6 million shares of preferred stock are convertible into common stock on a
one for one basis. However, beginning January 1, 1998, and for each year
thereafter through December 31, 2002, for each year revenues increase by
$10 million over the preceding years revenue, 1 million preferred shares shall
be convertible into 1,200,000 shares of common stock. Upon the conversion of
the incentive shares, the Company may incur a charge to operations. Any
shares of preferred stock which have not been converted by December 31, 2002,
shall be automatically converted into shares of common stock on a share for
share basis.
As of December 31, 1999, 6,800,000 common shares have been reserved for the
conversion of preferred stock.
Warrants:
In April 1999, the Company issued a warrant to purchase 400,000 common shares in
exchange for services. The value ascribed of $17,000 was determined using the
Black-Scholes option pricing model. The assumptions included dividend yield
0%, volatility 311%, expected life 6 months, risk free interest rate of 4.72%.
In November 1999, the warrant was exercised and the Company received proceeds
of $40,000. As of December 31, there were no warrants outstanding.
NOTE H - INCOME TAXES
The significant components of the Company's deferred tax asset and
liabilities as of December 31, 1999 are as
follows:
Deferred income tax asset:
Net operating losses carryforwards $ 315,000
Deferred income tax liabilities:
Depreciation (68,000)
Change in tax accounting method (56,000)
191,000
Valuation allowance (191,000)
Net deferred tax asset $ 0
The significant components of the benefit for income taxes for the years ended
December 31, 1999 and 1998 are as follows:
1999 1998
Deferred:
Federal $ (192,000) $ (64,000)
State (33,000) (6,000)
Change in valuation
allowance 191,000
Total deferred income
taxes (34,000) $ (70,000)
As of December 31, 1999, the Company has net operating loss carryforwards of
approximately $837,000 for federal income tax purposes, which expire
through 2019.
The difference between the statutory federal income tax rate on the Company's
pre-tax loss and the Company's effective income tax rate is summarized as
follows:
1999 1998
Statutory federal income tax rate 34.0% 35.0%
Prior year overaccrual (4.9)
Increase in valuation allowance (23.6)
Other (0.6) (1.2)
Effective income tax rate 4.9% 33.8%
NOTE I - CONCENTRATION OF CREDIT RISK
During 1999, two customers accounted for 60% and 36%, respectively of the
receivables. The same two customers made up 25% and 60%, respectively,
of sales for the year ended December 31, 1999. A different customer made
up 78% of 1998 sales.
NOTE J - SUBSEQUENT EVENT
Through March 31, 2000, the Company sold 1,110 units, each unit consisting of
100 shares of common stock, 100 warrants to purchase 100 shares of common
stock at an exercise price of $6 and 100 warrants to purchase 100 shares of
common stock at an exercise price of $9, in a private placement. Net proceeds
received by the Company aggregated $333,000.
SIGNATURES
In accordance with Section 13 or 15(d) of the Securities Exchange Act of 1934,
as amended, the registrant caused this report to be signed on its behalf by the
undersigned and duly authorized on April 18, 2000.
ENVIRO VORAXIAL TECHNOLOGY, INC.
By: /s/ Alberto DiBella
Alberto DiBella
President and Chief Executive Officer
Exhibit 99
ENVIRO VORAXIAL TECHNOLOGY, INC.
INCENTIVE AGREEMENT FOR
ALBERTO DiBELLA
This Incentive Agreement (?Agreement?) is made as of the 20th day of October,
1997 by and between Enviro Voraxial Technology, Inc., a corporation organized
and existing under the laws of the State of Idaho with its principal office
at 720 South Deerfield Avenue, Numbers 4 and 5, Deerfield Beach, Florida 33441
(?Company?), as its duly authorized act, and Alberto DiBella (?AD?), who is the
President and Chief Executive and operating
officer of the Company.
Whereas EVTN has 11,083,018 shares of its common stock, $.001 par value,
currently issued and outstanding, (?Common Shares?) of which 7,830,000 is
owned by AD, individually;
Whereas AD, in order to facilitate the future financing of the Company, has
hereby agreed to contribute 5,000,000 of his common shares into the Company?s
Treasury (?Treasury Shares?), which will reduce the number of shares issued
and outstanding common stock by that amount;
Whereas AD, in order to facilitate the future financing of the Company, has
hereby agreed to contribute 5,000,000 of the common shares into the Company?s
Treasury (?Treasury Shares?), which will reduce the number of shares issued
and outstanding common stock by that amount;
Whereas the Company, as consideration for the contribution of the aforementioned
Treasury Shares, hereby agrees to authorize the issuance of 5,000,000 shares of
convertible non-cumulative, voting, 8% preferred stock, $.001 par value
(?Convertible Preferred Shares?), (each of the Convertible Preferred Shares
shall have the equivalent voting rights as each of the Common Shares and will
be convertible into one of the Common Shares) and hereby further agrees to issue
such Preferred Shares to AD, which shares will have conditional rights based
upon the Incentive Formula below;
Whereas the Company believes that it is in the Company?s best interest to
provide incentives to AD, as an officer and director of the Company, to
achieve certain corporate development goals, as measured by gross annual
revenues. AD will be issued an additional 1,000,000 shares of Convertible
Preferred Shares for $1,000 in cash or services. These shares will also have
conditional conversion rights based upon the formula set forth herein;
Now therefore, the parties agree that an incentive formula be adopted as
follows:
1. Term. The years that the Company?s performance is to be measured are the
five fiscal years commencing with the fiscal year ended December 31, 1998 and
ending with the fiscal year ended December 31, 2002 (?Incentive Period?).
Incentives will be determined by increases of gross annual revenues from the
prior fiscal year. For purposes of the Incentive Formula, the gross annual
revenue for the fiscal year ended December 31, 1997 has arbitrarily been
determined to be $0. For every $10,000,000 increase in the Company?s gross
annual revenue from the prior fiscal year, the Company will permit AD to
convert 1,000,000 Convertible Preferred Shares into 1,200,000 Common Shares.
The conversion will be affected within 15 days of the end of the respective
fiscal year in which earned. On December 31, 2002, the balance of the
Convertible Preferred Shares issued hereunder, if any, will be converted into
common shares.
The above Incentive Formula not withstanding, AD can convert, at his option,
all or any portion of the Preferred Shares into Common Shares, in the event his
ownership of the voting securities (Preferred Shares and Common Shares) of
the Company falls below 51% of the issued and outstanding voting securities
of the Company.
2. Legend of Stock. Each certificate evidencing the shares issued pursuant to
this Agreement, whether Preferred Shares or Common Shares, shall bear a
statement in substantially the following form:
The shares represented by this certificate have not been registered under the
Securities Act of 1933, as amended (the ?Act?). These shares have been
acquired for investment and not for distribution or resale. They may not be
mortgaged, pledged, hypothecated, or otherwise transferred without an effective
registration statement for such shares under the Act or an opinion of counsel
for the corporation that registration is not required.
3. Qualification. Excluding the death, disability or termination of AD?s
employment by the Company, in order for AD to qualify to convert the Convertible
Preferred Shares issuable hereunder, he must, at all times during the
Incentive Period, be an officer, director, and at least 10% shareholder of the
Company. In the event of AD?s death, disability or termination of employment by
the Company, AD or his assigns will retain the conversion rights described
herein.
4. Benefit and Burden. This Agreement shall inure to the benefit of, and shall
be binding upon, the Company and AD and their legatees, distributees,
estates, executors, administrators, personal representatives and legal
representatives.
5. Modifications. Neither this Agreement nor any provision hereof may be
modified, waived, discharged, or terminated orally, but only by an instrument
in writing executed by the Company and AD.
6. Applicable Law. This Agreement shall be construed and enforced in accordance
with the laws of the State of Florida.
In witness whereof, the Company and AD have executed this Agreement under seal,
as of the day and year first above written.
ENVIRO VORAXIAL TECHNOLOGY, INC.
______________________________________ ______________________
Alberto Di Bella, President Witness
______________________________________ ______________________
Alberto Di Bella, Individually Witness
5850-0100 276751.1
6
2
10
F-1
F-2
ENVIRO VORAXIAL TECHNOLOGY, INC. AND SUBSIDIARY
Attention is directed to the foregoing auditors' report and to the accompanying
notes to financial statements F-6
ENVIRO VORAXIAL TECHNOLOGY, INC. AND SUBSIDIARY
Notes to Financial Statements
December 31, 1999
F-8
F-7
F-8
ENVIRO VORAXIAL TECHNOLOGY, INC. AND SUBSIDIARY
Notes to Financial Statements
December 31, 1999
ENVIRO VORAXIAL TECHNOLOGY, INC. AND SUBSIDIARY
Notes to Financial Statements
December 31, 1999
F-10
5850-0200 277593.1
5850-0200 277593.1
5850-0200 277593.1
