Nevada
|
33-0836954
|
(State or other jurisdiction
|
(IRS Employer File Number)
|
Of incorporation)
|
|
32963 Calle Perfecto
|
|
San Juan Capistrano, California
|
92675
|
(Address of principal executive offices)
|
(zip code)
|
Large accelerated filer []
|
Accelerated filer []
|
Non-accelerated filer [] (Do not check if a smaller reporting company)
|
Smaller reporting company [X]
|
PART I
|
Page
|
Item 1. Business
|
3
|
Item 1A. Risk Factors
|
7
|
Item 1B. Unresolved Staff Comments
|
11
|
Item 2. Properties
|
11
|
Item 3. Legal Proceedings
|
11
|
Item 4.
Mine Safety Disclosures
|
11
|
PART II
|
|
Item 5. Market for Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases
of Equity Securities
|
12
|
Item 6. Selected Financial Data
|
13
|
Item 7. Management's Discussion and Analysis of Financial Condition and Results of Operations
|
13
|
Item 7A. Quantitative and Qualitative Disclosures About Market Risk
|
19
|
Item 8. Financial Statements and Supplementary Data
|
19
|
Item 9. Changes in and Disagreements with Accountants on Accounting and Financial Disclosures
|
38
|
Item 9A. Controls and Procedures
|
38
|
Item 9B. Other Information
|
39
|
|
|
PART III
|
|
Item 10. Directors, Executive Officers and Corporate Governance
|
39
|
Item 11. Executive Compensation
|
41
|
Item 12. Security Ownership of Certain Beneficial Owners and Management and Related
Stockholder Matters
|
43
|
Item 13. Certain Relationships and Related Transactions, and Director Independence
|
43
|
Item 14. Principal Accounting Fees and Services
|
14
|
Item 15. Exhibits, Financial Statement Schedules
|
45
|
Signatures
|
47
|
•
|
authorize the issuance of “blank check” preferred stock that could be issued by our Board of Directors to increase the number of outstanding shares and discourage a takeover attempt; and
|
•
|
Limit who may call special meetings of stockholders.
|
•
|
Future announcements about our Company or our competitors, including the results of testing, technological innovations or new commercial products;
|
•
|
negative regulatory actions with respect to our potential products or regulatory approvals with respect to our competitors’ products;
|
•
|
changes in government regulations;
|
•
|
developments in our relationships with our partners including customers, vendors and distributors;
|
•
|
developments affecting our partners; including customers, vendors and distributors;
|
•
|
our failure to acquire or maintain proprietary rights to the products we develop;
|
•
|
litigation; and
|
•
|
Public concern as to the safety of our products.
|
Fiscal Year 2014
|
High Bid
|
Low Bid
|
Quarter Ended:
|
||
First Quarter May 2013
|
$0.30
|
$0.19
|
Second Quarter August 2013
|
$0.45
|
$0.24
|
Third Quarter November 2013
|
$0.65
|
$0.39
|
Fourth Quarter February 2014
|
$0.88
|
$0.57
|
Fiscal Year 2013
|
High Bid
|
Low Bid
|
Quarter Ended:
|
||
First Quarter May 2012
|
$0.59
|
$0.43
|
Second Quarter August 2012
|
$0.48
|
$0.25
|
Third Quarter November 2012
|
$0.35
|
$0.22
|
Fourth Quarter February 2013
|
$0.30
|
$0.17
|
Years Ended
|
||||||||||||||||
February 28,
|
February 28,
|
Percentage
|
||||||||||||||
2014
|
2013
|
Difference
|
Change
|
|||||||||||||
Sales
|
$
|
5,128,561
|
$
|
4,847,147
|
281,414
|
6
|
%
|
|||||||||
Cost of sales
|
2,578,936
|
2,502,365
|
76,571
|
3
|
%
|
|||||||||||
Gross profit
|
2,549,625
|
2,344,782
|
204,843
|
9
|
%
|
|||||||||||
Gross profit percentage
|
50
|
%
|
48
|
%
|
2
|
%
|
||||||||||
Total operating expenses
|
1,867,882
|
1,863,889
|
3,993
|
0
|
%
|
|||||||||||
Income from operations
|
681,743
|
480,893
|
200,850
|
42
|
%
|
|||||||||||
Interest expense
|
(1,874
|
)
|
(1,956
|
)
|
82
|
(4
|
)%
|
|||||||||
Interest income
|
3,683
|
945
|
2,738
|
290
|
%
|
|||||||||||
Other income (expense)
|
53,702
|
11,221
|
42,481
|
379
|
%
|
|||||||||||
Income before income taxes
|
|
|
737,254
|
|
|
|
491,103
|
|
|
246,151
|
|
|
|
50
|
%
|
|
Income before income taxes percentage
|
|
|
14
|
%
|
|
|
10
|
%
|
|
|
|
|
|
|
4
|
%
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||
Benefit (expense) from income taxes
|
(230,457
|
)
|
144,780
|
(375,237
|
)
|
(259
|
)%
|
|||||||||
Net income
|
506,797
|
635,883
|
(129,086
|
)
|
(20
|
)%
|
||||||||||
Net income percentage
|
10
|
%
|
13
|
%
|
(3
|
)%
|
||||||||||
Net cash provided by operating activities
|
788,953
|
1,136,481
|
(347,528
|
)
|
(31
|
)%
|
||||||||||
Net cash used in investing activities
|
(47,006
|
)
|
(46,600
|
)
|
(406
|
)
|
1
|
%
|
||||||||
Net cash used in financing activities
|
(4,667
|
)
|
(4,331
|
)
|
(336
|
)
|
8
|
%
|
Years Ended
|
||||||||||||||||
February 28,
|
February 28,
|
Percentage
|
||||||||||||||
2014
|
2013
|
Difference
|
Change
|
|||||||||||||
Income before income taxes
|
|
|
737,254
|
|
|
|
491,103
|
|
|
246,151
|
|
|
|
50
|
%
|
|
Income before income taxes percentage
|
|
|
14
|
%
|
|
|
10
|
%
|
|
|
|
|
|
|
4
|
%
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||
Benefit (expense) from income taxes
(A)
|
(330,457
|
)
|
(238,365
|
)
|
(92,092
|
)
|
39
|
%
|
||||||||
Net income
(A)
|
406,797
|
252,738
|
154,059
|
61
|
%
|
|||||||||||
Net income percentage
(A)
|
8
|
%
|
5
|
%
|
3
|
%
|
/s/ Ramirez Jimenez International CPAs
|
Irvine, California
|
|
May 23, 2014
|
|
ASSETS
|
||||||||
February 28,
|
||||||||
2014
|
2013
|
|||||||
CURRENT ASSETS
|
||||||||
Cash and cash equivalents
|
$
|
2,971,825
|
$
|
2,234,545
|
||||
Accounts receivable, net of allowance for doubtful accounts and sales returns of $3,400 and $114,591, respectively
|
316,358
|
641,635
|
||||||
Related party receivable | 14,323 | - | ||||||
Inventory, net
|
990,253
|
464,998
|
||||||
Deferred tax assets
|
61,359
|
463,942
|
||||||
Prepaid expenses, deposits and other current assets
|
101,231
|
125,080
|
||||||
Total current assets
|
4,455,349
|
3,930,200
|
||||||
PROPERTY AND EQUIPMENT, NET
|
171,013
|
179,876
|
||||||
OTHER ASSETS
|
||||||||
Intangible assets, net
|
3,943
|
4,995
|
||||||
Deferred tax assets
|
433,874
|
257,392
|
||||||
Other assets
|
13,514
|
8,514
|
||||||
TOTAL ASSETS
|
$
|
5,077,693
|
$
|
4,380,977
|
||||
LIABILITIES AND STOCKHOLDERS' EQUITY
|
||||||||
CURRENT LIABILITIES
|
||||||||
Accounts payable and accrued expenses
|
$
|
171,643
|
$
|
157,253
|
||||
Customer deposits
|
199,572
|
371,327
|
||||||
Capital lease obligation, current portion
|
5,030
|
4,581
|
||||||
Total current liabilities
|
376,245
|
533,161
|
||||||
LONG-TERM LIABILITIES
|
||||||||
|
||||||||
Capital lease obligation, net of current portion
|
8,894
|
14,010
|
||||||
Total long-term liabilities
|
8,894
|
14,010
|
||||||
Total liabilities
|
385,139
|
547,171
|
||||||
Commitments and contingencies (Note 10)
|
||||||||
STOCKHOLDERS' EQUITY
|
||||||||
Preferred stock, 6,000,000 shares authorized,
|
||||||||
none issued or outstanding
|
-
|
-
|
||||||
Common stock $0.001 par value, 50,000,000 shares
|
||||||||
authorized, 25,853,646 and 25,833,646 shares
|
||||||||
issued and outstanding, respectively
|
25,854
|
25,834
|
||||||
Additional paid-in capital
|
8,067,163
|
7,715,232
|
||||||
Accumulated deficit
|
(3,400,463
|
)
|
(3,907,260
|
)
|
||||
Total Stockholders' Equity
|
4,692,554
|
3,833,806
|
||||||
TOTAL LIABILITIES AND STOCKHOLDERS’ EQUITY
|
$
|
5,077,693
|
$
|
4,380,977
|
For the Years Ended
|
||||||||
February 28,
|
||||||||
2014
|
2013
|
|||||||
SALES
|
$
|
5,128,561
|
$
|
4,847,147
|
||||
COST OF SALES
|
2,578,936
|
2,502,365
|
||||||
GROSS PROFIT
|
2,549,625
|
2,344,782
|
||||||
OPERATING EXPENSES
|
||||||||
Selling, general and administrative expenses
|
1,810,837
|
1,813,836
|
||||||
Depreciation and amortization
|
57,045
|
50,053
|
||||||
Total operating expenses
|
1,867,882
|
1,863,889
|
||||||
INCOME FROM OPERATIONS
|
681,743
|
480,893
|
||||||
OTHER INCOME (EXPENSE)
|
||||||||
Interest income
|
3,683
|
945
|
||||||
Interest expense
|
(1,874
|
)
|
(1,956
|
)
|
||||
Other
|
53,702
|
11,221
|
||||||
Total other income (expense)
|
55,511
|
10,210
|
||||||
INCOME BEFORE INCOME TAX BENEFIT (EXPENSE)
|
737,254
|
491,103
|
||||||
Income tax benefit (expense)
|
(230,457
|
)
|
144,780
|
|||||
NET INCOME
|
$
|
506,797
|
$
|
635,883
|
||||
NET INCOME PER SHARE
|
||||||||
Basic
|
$
|
0.02
|
$
|
0.02
|
||||
Diluted
|
$
|
0.02
|
$
|
0.02
|
||||
WEIGHTED AVERAGE NUMBER OF
|
||||||||
SHARES OUTSTANDING
|
||||||||
Basic
|
25,849,865
|
25,808,928
|
||||||
Diluted
|
28,977,301
|
26,621,500
|
||||||
Additional
|
||||||||||||||||||||
Common Stock
|
Paid-In
|
(Accumulated
|
||||||||||||||||||
Shares
|
Amount
|
Capital
|
Deficit)
|
Total
|
||||||||||||||||
Balance at March 1, 2012
|
25,800,146
|
$
|
25,800
|
$
|
7,350,650
|
$
|
(4,543,143
|
)
|
$
|
2,833,307
|
||||||||||
Issuance of common stock for compensation
|
33,500
|
34
|
9,366
|
9,400
|
||||||||||||||||
Stock-based compensation
|
355,216
|
355,216
|
||||||||||||||||||
Net income
|
-
|
-
|
635,883
|
635,883
|
||||||||||||||||
Balance at February 28, 2013
|
25,833,646
|
$
|
25,834
|
$
|
7,715,232
|
$
|
(3,907,260
|
)
|
$
|
3,833,806
|
||||||||||
Issuance of common stock for compensation
|
20,000
|
20
|
4,580
|
4,600
|
||||||||||||||||
Stock-based compensation
|
347,351
|
347,351
|
||||||||||||||||||
Net income
|
-
|
-
|
506,797
|
506,797
|
||||||||||||||||
Balance at February 28, 2014
|
25,853,646
|
$
|
25,854
|
$
|
8,067,163
|
$
|
(3,400,463
|
)
|
$
|
4,692,554
|
For the Years Ended
|
||||||||
February 28,
|
||||||||
2014
|
2013
|
|||||||
CASH FLOW FROM OPERATING ACTIVITIES:
|
||||||||
Net income
|
$
|
506,797
|
$
|
635,883
|
||||
Adjustments to reconcile net income to net cash
|
||||||||
provided by operating activities:
|
||||||||
Depreciation and amortization
|
57,045
|
50,053
|
||||||
(Gain) loss on sale of assets
|
(124
|
)
|
(11,221
|
)
|
||||
Stock-based compensation
|
351,951
|
364,616
|
||||||
(Recovery of) provision for doubtful accounts
|
(111,191
|
)
|
41,884
|
|||||
Increase (decrease) in inventory reserve
|
(13,509
|
)
|
40,794
|
|||||
Deferred tax provision (benefit)
|
226,101
|
(195,053
|
)
|
|||||
Changes in operating assets and liabilities:
|
||||||||
Accounts receivable
|
436,468
|
(621,737
|
)
|
|||||
Related party receivable | (14,323 | ) | - | |||||
Inventory
|
(511,746
|
)
|
458,788
|
|||||
Prepaid expenses, deposits and other current assets
|
18,849
|
54,267
|
||||||
Restricted cash deposits
|
-
|
146,081
|
||||||
Accounts payable and accrued expenses
|
14,390
|
(1,505
|
)
|
|||||
Customer deposits
|
(171,755
|
)
|
173,631
|
|||||
Net Cash Provided by Operating Activities
|
788,953
|
1,136,481
|
||||||
CASH FROM INVESTING ACTIVITIES:
|
||||||||
Purchase of property and equipment
|
(46,831
|
)
|
(57,983
|
)
|
||||
Proceeds from sale of property and equipment
|
1,250
|
11,483
|
||||||
Purchase of intangible assets
|
(1,425
|
)
|
(100
|
)
|
||||
Net Cash Used in Investing Activities
|
(47,006
|
)
|
(46,600
|
)
|
||||
CASH FROM FINANCING ACTIVITIES:
|
||||||||
Repayment of notes payable and capital lease obligation
|
(4,667
|
)
|
(4,331
|
)
|
||||
Net Cash Used in Financing Activities
|
(4,667
|
)
|
(4,331
|
)
|
||||
NET INCREASE IN CASH AND CASH EQUIVALENTS
|
737,280
|
1,085,550
|
||||||
CASH AND CASH EQUIVALENTS AT BEGINNING OF YEAR
|
2,234,545
|
1,148,995
|
||||||
CASH AND CASH EQUIVALENTS AT END OF YEAR
|
$
|
2,971,825
|
$
|
2,234,545
|
||||
SUPPLEMENTAL DISCLOSURES OF CASH FLOW INFORMATION:
|
||||||||
CASH PAID DURING THE YEAR FOR:
|
||||||||
Interest
|
$
|
1,874
|
$
|
1,956
|
||||
Income taxes
|
$
|
-
|
$
|
4,234
|
Expected life in years
|
7
|
|
Stock price volatility
|
244%
|
|
Risk free interest rate
|
2.9%
|
|
Expected dividends
|
None
|
For the years ended
|
||||||||
February 28,
|
||||||||
2014
|
2013
|
|||||||
Numerator:
|
||||||||
Net Income available to common shareholders
|
$
|
506,797
|
$
|
635,883
|
||||
Weighted average shares – basic
|
25,849,865
|
25,808,928
|
||||||
Net income per share – basic
|
$
|
0.02
|
$
|
0.02
|
||||
Dilutive effect of common stock equivalents:
|
||||||||
Warrants
|
3,127,436
|
812,572
|
||||||
Weighted average shares – diluted
|
28,977,301
|
26,621,500
|
||||||
Net income per share – diluted
|
$
|
0.02
|
$
|
0.02
|
February 28,
|
||||||||
2014
|
2013
|
|||||||
Raw materials
|
$
|
559,946
|
$
|
336,966
|
||||
Finished goods
|
465,307
|
176,541
|
||||||
1,025,253
|
513,507
|
|||||||
Reserve for obsolete and slow moving inventory
|
(35,000)
|
(48,509
|
)
|
|||||
Net inventory
|
$
|
990,253
|
$
|
464,998
|
The following is a summary of property and equipment at February 28, 2014 and 2013:
|
||||||||
February 28,
|
||||||||
2014
|
2013
|
|||||||
Tooling
|
$
|
341,783
|
$
|
300,874
|
||||
Equipment
|
46,659
|
45,782
|
||||||
Computer equipment
|
30,716
|
28,672
|
||||||
Leasehold equipment
|
11,129
|
11,129
|
||||||
430,287
|
386,457
|
|||||||
Less: accumulated depreciation and amortization
|
(259,274
|
)
|
(206,581
|
)
|
||||
Total
|
$
|
171,013
|
$
|
179,876
|
February 28,
|
||||||||
2014
|
2013
|
|||||||
Trademarks
|
$
|
24,100
|
$
|
24,100
|
||||
Patents
|
22,126
|
20,702
|
||||||
46,226
|
44,802
|
|||||||
Less: accumulated amortization
|
(42,283
|
)
|
(39,807
|
)
|
||||
Total
|
$
|
3,943
|
$
|
4,995
|
February 28,
|
February 28,
|
|||||||
2014
|
2013
|
|||||||
Capital lease for equipment requiring monthly payments of principal and
interest of $491 through October 2016 bearing interest at an annual rate of 7.5%
|
$
|
13,924
|
$
|
18,591
|
||||
Less current portion
|
(5,030
|
)
|
(4,581
|
)
|
||||
Long term portion
|
$
|
8,894
|
$
|
14,010
|
Weighted-
|
||||||||
Average
|
||||||||
Warrants
|
Exercise
|
|||||||
Outstanding
|
Price
|
|||||||
Outstanding at March 1, 2012
|
8,467,221
|
0.21
|
||||||
Granted
|
-
|
|||||||
Exercised
|
-
|
-
|
||||||
Forfeited
|
-
|
|||||||
Outstanding at February 28, 2013
|
8,467,221
|
0.21
|
||||||
Granted
|
-
|
|||||||
Exercised
|
-
|
-
|
||||||
Forfeited
|
(60,000
|
)
|
||||||
Outstanding at February 28, 2014
|
8,407,221
|
0.21
|
||||||
Vested at February 28, 2014
|
5,044,333
|
0.21
|
||||||
Exercisable at February 28, 2014
|
5,044,333
|
0.21
|
Warrants Outstanding
|
Warrants Exercisable
|
|||||||||||||||
Weighted
|
Weighted
|
Weighted
|
||||||||||||||
Average
|
Average
|
Average
|
||||||||||||||
Remaining
|
Exercise
|
Number
|
Exercise
|
|||||||||||||
Exercise Price
|
Number
|
Life (Years)
|
Price
|
Outstanding
|
Price
|
|||||||||||
$ 0.21
|
8,407,221
|
6.79
|
$ 0.21
|
5,044,333
|
$ 0.21
|
|||||||||||
Current
|
Deferred
|
Total
|
||||||||||
Year ended February 28, 2014:
|
||||||||||||
U.S. federal
|
$
|
—
|
177,185
|
177,185
|
||||||||
State
|
4,356
|
48,916
|
53,272
|
|||||||||
Total income tax expense (benefit)
|
$
|
4,356
|
226,101
|
230,457
|
||||||||
Year ended February 28 2013:
|
||||||||||||
U.S. federal
|
$
|
—
|
(219,972
|
)
|
(219,972
|
)
|
||||||
State
|
50,273
|
24,919
|
75,192
|
|||||||||
Total income tax expense (benefit)
|
$
|
50,273
|
(195,053
|
)
|
(144,780
|
)
|
2014
|
2013
|
|||||||
Expected tax expense
|
$
|
296,161
|
$
|
195,137
|
||||
Permanent differences
|
5,158
|
3,990
|
||||||
True up of state tax payable
|
29,138
|
39,238
|
||||||
Change in valuation allowance
|
(100,000
|
)
|
(383,145
|
)
|
||||
Income tax expense (benefit)
|
$
|
230,457
|
$
|
(144,780
|
)
|
February 28,
|
||||||||
2014
|
2013
|
|||||||
Deferred tax assets:
|
||||||||
NOL carryforwards
|
$
|
32,864
|
$
|
469,136
|
||||
Inventory reserves
|
-
|
(11,280
|
)
|
|||||
Depreciation
|
(30,173
|
)
|
(51,305
|
)
|
||||
Accrued expenses
|
6,374
|
41,510
|
||||||
Stock compensation
|
460,796
|
319,148
|
||||||
Other
|
25,373
|
54,125
|
||||||
Valuation allowance
|
-
|
(100,000
|
)
|
|||||
Net deferred tax assets
|
$
|
495,233
|
$
|
721,334
|
Fiscal Year Ending
|
||||
February 28,
|
Amount
|
|||
2015
|
$
|
55,077
|
||
Total
|
$
|
55,077
|
|
2014
|
2013
|
||||||
Water filtration products sold in
(1)
:
|
||||||||
The United States
|
$
|
4,737,806
|
$
|
4,465,268
|
||||
Asia
|
168,318
|
176,698
|
||||||
United Kingdom
|
46,398
|
34,718
|
||||||
Other countries
|
176,039
|
170,463
|
||||||
Total
|
$
|
5,128,561
|
$
|
4,847,147
|
United
|
||||||||||||
States
|
China
|
Total
|
||||||||||
Property and equipment, net
|
$
|
42,957
|
$
|
128,056
|
$
|
171,013
|
||||||
Intangible assets
|
3,943
|
-
|
3,943
|
|||||||||
Other assets
|
13,514
|
-
|
13,514
|
|||||||||
Total
|
$
|
60,414
|
$
|
128,056
|
$
|
188,470
|
United
|
||||||||||||
States
|
China
|
Total
|
||||||||||
Property and equipment, net
|
$
|
56,952
|
$
|
122,924
|
$
|
179,876
|
||||||
Intangible assets
|
4,995
|
-
|
4,995
|
|||||||||
Other assets
|
8,514
|
-
|
8,514
|
|||||||||
Total
|
$
|
70,461
|
$
|
122,924
|
$
|
193,385
|
Carl Palmer
|
79
|
President, and Director
|
|
Richard Parsons
|
79
|
Chief Executive Officer, Secretary and Director
|
|
James Place
|
75
|
Chief Operating Officer, Chief Financial Officer, Treasurer and Director
|
|
SUMMARY COMPENSATION TABLE
|
|||||||||||
Long Term Compensation
|
|||||||||||
Annual Compensation
|
Awards
|
Payouts
|
|||||||||
(a)
|
(b)
|
(c)
|
(d)
|
(e)
|
(f)
|
(g)
|
(h)
|
(i)
|
|||
Name and Principle Position
|
Fiscal
Year
|
Salary
($)
|
Bonus
($)
|
Other
Annual
Compensation
($)
|
Restricted
Stock
Award(s)
($)
|
Securities
Underlying
Option/SARs
(#)
|
LTIP
Payouts
($)
|
All
Other
Compensation
($)
|
|||
Carl Palmer
President
Director
|
2014
2013
2012
|
$0.00
$0.00
$157,000(2)
|
$0.00
$0.00
$0.00
|
$0.00
$0.00
$0.00
|
$0.00
$0.00
$0.00
|
0
0
0
|
$0.00
$0.00
$0.00
|
$0.00
$0.00
$0.00
|
|||
Richard Parsons (1)
CEO
Director
|
2014
2013
2012
|
$122,176
$92,380
$95,071
|
$11,127
$30,114
$6,221
|
$0.00
$0.00
$0.00
|
$0.00
$0.00
$0.00
|
0
0
0
|
$0.00
$0.00
$0.00
|
$0.00
$0.00
$ 0.00
|
|||
James Place (1)
COO & CFO
Director
|
2014
2013
2012
|
$37,045
$32,393
$72,299
|
$2,379
$10,688
$6,221
|
$0.00
$0.00
$0.00
|
$0.00
$0.00
$0.00
|
0
0
0
|
$0.00
$0.00
$0.00
|
$0.00
$0.00
$0.00
|
|
(1)
|
Elected to Board of Directors during November 2004.
|
|
(2)
|
During the twelve month period ended February 29, 2012, $157,000 was paid to a plaintiff for a personal lawsuit which the Company was obligated to pay through a court ruling as salary for Carl Palmer.
|
Name
|
Grant date
|
Type
|
Vesting
Schedule
|
Restricted
Shares
Awarded
|
Grant
Date
Price
|
Grant
Date
Value
|
Total
Restricted
Shares at
February 28, 2014
|
Year
End
Value
|
Richard Parsons
|
11/30/04
|
RS
|
100% vested
|
240,000
|
$0.03
|
$112,800
|
240,000
|
$ 151,200
|
Richard Parsons
|
3/29/05
|
RS
|
100% vested
|
316,312
|
$0.03
|
$ 79,100
|
316,312
|
$199,277
|
James Place
|
11/30/04
|
RS
|
100% vested
|
240,000
|
$0.03
|
$112,800
|
240,000
|
$ 151,200
|
NAME AND ADDRESS
|
AMOUNT AND NATURE OF
|
PERCENT OF
|
||
OF BENEFICIAL OWNER
|
BENEFICIAL OWNERSHIP (1)(2)(4)
|
CLASS
|
||
The TAM Irrevocable Trust
|
15,097,799 (3)
|
44.07%
|
||
4012 S. Rainbow #K111
|
||||
Las Vegas, NV 80103-2012
|
||||
Carl Palmer
|
-0-
|
-0-
|
||
251 Jeanell Dr., Ste 3
|
||||
Carson City, NV 89703
|
||||
Richard Parsons (Parsons Family Trust)
|
2,609,783
|
7.62%
|
||
251 Jeanell Dr., Ste 3
|
||||
Carson City, NV 89703
|
||||
James Place (The Place Trust)
|
1,755,000
|
5.12%
|
||
251 Jeanell Dr., Ste 3
|
||||
Carson City, NV 89703
|
||||
All officers and directors as a Group (three persons)
|
4,364,783
|
12.74%
|
(1)
|
All ownership is beneficial and of record, unless indicated otherwise.
|
(2)
|
Beneficial owners listed above have sole voting and investment power with respect to the shares shown, unless otherwise indicated.
|
(3)
|
The TAM Irrevocable Trust is an irrevocable trust for the benefit of certain family members of Mr. Carl Palmer. Mr. Palmer disclaims any beneficial ownership or interest in this Trust. Cari Beck, his daughter, is the Trustee of the Trust and has total beneficiary rights, including all voting rights and investment power as the Trustee. The Trust is held in her name (50%) as well as that of Lindsay Helvey (25%) and Casey Helvey (25%), both granddaughters.
|
(4)
|
There are no other financial instruments, including stock warrants, etc. that are issuable within sixty days from the filing of this document.
|
February 28,
|
||||||||
2014
|
2013
|
|||||||
Audit fees
|
$
|
56,500
|
$
|
60,000
|
||||
Audit related fees
|
-0-
|
-0-
|
||||||
Tax fees
|
5,000
|
5,000
|
||||||
All other fees
|
-0-
|
-0-
|
||||||
Exhibit No.
|
Description
|
2A*
|
Plan of Exchange between Seychelle Environmental Technologies, Inc. and Seychelle Water Technologies, Inc. dated January 30, 1998 as filed with Form 10-SB 12 G on February 8, 2000.
|
3A*
|
Articles of Incorporation dated January 23, 1998 as filed with Form 10-SB 12 G on February 8, 2000.
|
3B*
|
Articles of Merger of Royal Net, Inc. into Seychelle Environmental Technologies, Inc as filed with Form 10-SB 12 G on February 8, 2000.
|
3C*
|
Amendment to Articles of Incorporation re: Series "A" Preferred Stock as of January 31, 1998 as filed with Form 10-SB 12 G on February 8, 2000.
|
3D*
|
Amendment to Articles of Incorporation re: Series "AA" Preferred Stock as of June 5, 1998 as filed with Form 10-SB 12 G on February 8, 2000.
|
3E*
|
Amendment to Articles of Incorporation re: Series "AAA" Preferred Stock as of February 18, 1999 as filed with Form 10-SB 12 G on February 8, 2000.
|
3F*
|
Bylaws as filed with Form 10-SB 12 G on February 8, 2000.
|
10A*
|
Purchase Agreement with Aqua Vision as filed with Form 10-SB 12 G on February 8, 2000.
|
10B*
|
Amended Purchase Agreement with Aqua Vision as filed with Form 10-SB 12 G on February 8, 2000.
|
10C*
|
2000 Stock Compensation Plan I, dated July 1, 2000 as filed with Registration Statement on Form S-8 on August 31, 2000.
|
10D*
|
2002 Stock Compensation Plan I, dated February 12, 2002 as filed with Registration Statement on Form S-8 on February 27, 2002.
|
10E*
|
Purchase Agreement with Aqua Gear as filed with Annual Report on Form 10-K on June 14, 2002.
|
10F*
|
Employment Contract with Carl Palmer as filed with Annual Report on Form 10-K on June 14, 2002.
|
10G*
|
Management Consulting Contract with Richard Parsons
|
10H*
|
Management Consulting Contract with James Place
|
10I*
|
Joint Venture Agreement with Huanghua Plastic Co. Ltd. dated September 1, 2005
|
10J*
|
ABMS Health Care Pvt. Ltd. Distribution Rights Agreement dated April 1, 2006
|
10K*
|
Confident, Inc. Exclusive Distribution Rights Agreement dated January 1, 2006
|
Exhibit No.
|
Description
|
10L*
|
Continental Technologies. Inc., Purchase Agreement dated April 26, 2006
|
10M*
|
Promissory Note to TAM Irrevocable Trust dated May 1, 2001
|
10N*
|
Promissory Note to TAM Irrevocable Trust dated February 28, 2002
|
10O*
|
Promissory Note to TAM Irrevocable Trust dated February 28, 2003
|
10P*
|
Promissory Note to TAM Irrevocable Trust dated November 1, 2003
|
10Q*
|
Promissory Note to TAM Irrevocable Trust dated February 28, 2004
|
10R*
|
Food For Health Purchase Agreement
|
10S*
|
Food For Health Distribution Agreement
|
10T*
|
Seychelle Environmental Technologies, Inc. License Agreement with Mr. Gary Hess
|
21**
|
Subsidiaries
|
31.1**
|
Certification of the Chief Executive Officer pursuant to Rule 13a-14(a) (Section 302 of the Sarbanes Oxley Act of 2002)
|
31.1**
|
Certification of the Chief Financial Officer pursuant to Rule 13a-14(a) (Section 302 of the Sarbanes-Oxley Act of 2002)
|
32.1**
|
Certification of the Chief Executive Officer pursuant to 18 U.S.C.ss.1350 (Section 906 of the Sarbanes-Oxley Act of 2002)
|
32.2**
|
Certification of the Chief Financial Officer pursuant to 18 U.S.C.ss.1350 (Section 906 of the Sarbanes-Oxley Act of 2002)
|
99*
|
Code of Ethics for Chief Executive Officer and Senior Financial Officers
|
SEYCHELLE ENVIRONMENTAL TECHNOLOGIES, INC.
|
||
|
|
|
Date: May 23, 2014
|
By:
|
/s/ Richard Parsons
|
Richard Parsons
Chief Executive Officer
|
|
|
|
Date: May 23, 2014
|
By:
|
/s/ Jim Place
|
Jim Place
Chief Financial Officer
|
/s/ Carl Palmer
|
|||
Carl Palmer, Director
|
May 23, 2014
|
||
/s/ Jim Place
|
|||
Jim Place, Director
|
May 23, 2014
|
||
/s/ Richard Parsons
|
|||
Richard Parsons, Director
|
May 23, 2014
|
Name of Subsidiary | Ownership |
Seychelle Water Technologies, Inc. | 100% |
Fill 2 Pure International, Inc. | 100% |
(a)
|
Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure the 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 fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the Registrant's internal control over financial reporting; and
|
(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 controls over financial reporting.
|
By:
|
/s/ Richard Parsons
|
||
Richard Parsons
Chief Executive Officer
|
(a)
|
Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure the 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 fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the Registrant's internal control over financial reporting; and
|
(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 controls over financial reporting.
|
By:
|
/s/ Jim Place
|
||
Jim Place
Chief Financial Officer
|
By:
|
/s/ Richard Parsons
|
||
Richard Parsons
Chief Executive Officer
|
By:
|
/s/ Jim Place
|
||
Jim Place
Chief Financial Officer
|