ENVIRO TECHNOLOGIES, INC. (Form: 10-K, Received: 04/01/2019 17:32:26)

U.S. SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K
(MARK ONE) ☒ ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 FOR THE FISCAL YEAR ENDED December 31, 2018 OR ☐ TRANSITION REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 FOR THE TRANSITION PERIOD FROM _______________ TO _______________ COMMISSION FILE NUMBER: 000-30454
ENVIRO TECHNOLOGIES, INC. (Exact name of registrant as specified in its charter)


Idaho (State or other jurisdiction of incorporation or organization)	83-0266517 (I.R.S. Employer Identification No.)


821 NW 57th Place, Fort Lauderdale, Florida 33309 (Address of principal executive offices) (Zip Code)

Registrant’s telephone number, including area code: (954) 958-6668
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(b) of the Act:


Title of each class	Name of each exchange on which registered
None	Not applicable

Securities registered under Section 12(g) of the Act:

Common stock, par value $0.001 per share

( Title of class )

Indicate by check mark if the registrant is a well-known seasoned issuer, as defined by Rule 405 of the Securities Act. Yes ☐ No ☒

Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or 15(d) of the Act. Yes ☐ No ☒

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 ☒ No ☐

Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§232-405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files.) Yes ☒ No ☐

Indicate by check mark if disclosure of delinquent filers pursuant to Item 405 of Regulation S-K is not contained herein, and will not 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-K. ☐

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company” and “emerging growth company” in Rule 12b-2 of the Exchange Act.

Large accelerated filer	☐	Accelerated filer ☐
Non-accelerated filer	☒	Smaller reporting company ☒
		Emerging growth company ☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

Indicate by check mark whether the registrant is a shell company (as defined by Rule 12b-2 of the Exchange Act) Yes ☐ No ☒

State the aggregate market value of the voting and non-voting common equity held by non-affiliates computed by reference to the price at which the common equity was last sold, or the average bid and asked price of such common equity, as of the last business day of the registrant’s most recently completed second fiscal quarter. $1,162,577 on June 29, 2018.

There were 35,784,497 shares of common stock outstanding as of March 31, 2019.

Table of Contents

Page

PART I.		2
Item 1. Business.		2
Item 1A. Risk Factors.		5
Item 1B. Unresolved Staff Comments.		7
Item 2. Properties.		7
Item 3. Legal Proceedings.		7
Item 4. Mine Safety Disclosures.		7
PART II.		7
Item 5. Market for Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities.		7
Item 6. Selected Financial Data.		8
Item 7. Management’s Discussion and Analysis of Financial Condition and Results of Operations.		8
Item 7A. Quantitative and Qualitative Disclosures About Market Risk.		12
Item 8. Financial Statements and Supplementing Data		12
Item 9. Changes in and Disagreements With Accountants on Accounting and Financial Disclosure.		12
Item 9A. Controls and Procedures.		12
Item 9B. Other Information.		13
PART III.		14
Item 10. Directors, Executive Officers and Corporate Governance.		14
Item 11. Executive Compensation.		15
Item 12. Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters.		17
Item 13. Certain Relationships and Related Transactions, and Director Independence.		18
PART IV.		18
Item 14. Principal Accountant Fees and Services.		18
Item 15. Exhibits, Financial Statement Schedules.		19
Item 16. Form 10-K Summary		19

PART I.

Item 1.

Business.

Our History

Enviro Technologies, Inc. (the “Company”) was incorporated in Idaho on October 19, 1964, under the name Idaho Silver, Inc. Our wholly owned subsidiary, Florida Precision Aerospace, Inc., a Florida corporation (“FPA”), was incorporated on February 26, 1993. Effective November 10, 2017 we filed Articles of Amendment to our Articles of Incorporation changing the Company’s name from Enviro Voraxial Technology, Inc. to “Enviro Technologies, Inc.”.

General

The Company developed and currently manufactures the patented Voraxial ^® Separator (“Voraxial ^® Separator” or “Voraxial ^® ”) pursuant to the agreements discussed below. The Voraxial ^® Separator is a proprietary technology now owned by Schlumberger (as defined below) that efficiently separates large volumes of liquid/liquid, liquid/solids or liquid/liquid/solids fluid mixtures with distinct specific gravities. Per the agreements we signed with Schlumberger, we continue to manufacture the technology for Schlumberger for the oil and gas industry and have a non-exclusive license to pursue other industries independent of Schlumberger, which include mining, sewage, wastewater as well as other markets. We have rebranded the technology as V-Inline for other industries.

On March 13, 2017, we entered into a Technology Purchase Agreement with Schlumberger Technology Corporation, a Texas corporation, Schlumberger Canada Limited, a Canadian entity, and Schlumberger B.V., an entity organized under the laws of the Netherlands (collectively, “Schlumberger”) which was approved by the Company’s shareholders on May 31, 2017 and completed on June 8, 2017. Under the agreement we sold our intellectual property (the “Purchased Intellectual Property”), substantially consisting of the Voraxial patents, marks, software and copyrights, to Schlumberger in consideration of $4,000,000, of which $3,000,000 was paid at closing and the balance was paid in August 2018 upon the completion of both: (i) the complete transfer of the intellectually property to Schlumberger; and (ii) the provision to transfer information, assets and services to Schlumberger.

We utilized a portion of the proceeds from this transaction to pay most of our outstanding debt and are using the balance for general working capital. We are also using some of the proceeds to buy additional manufacturing equipment to meet potential future sales.

As part of the agreement, Schlumberger granted us a non-exclusive, non-transferable, worldwide, royalty-free licenses (the “Grant Back Licenses”), to make, use, sell, offer for sale, and import products and processes embodying the Purchase Intellectual Property outside the oil and gas market. Under the terms of the agreement, we can no longer use the tradename Voraxial. We branded the technology licensed to us the “V-Inline”. Our management believes that the Grant Back Licenses can potentially provide additional revenues through the sale of V-inline Separators outside the oil and gas industry, including, but not limited to mining, sewage and industrial wastewater.

In addition, pursuant to the Technology Purchase Agreement FPA entered into a Framework Agreement on June 8, 2017 (the “Supply Agreement”) with Cameron Solutions, Inc. (“Cameron Solutions”), a Houston, Texas-based company and affiliate of Schlumberger engaged in the development, manufacture and sale of equipment used in the oil and gas industry. Under the terms of the three-year Supply Agreement, FPA is the exclusive supplier to Cameron Solutions of certain Voraxial series products for use in the oil and gas industry. Sales will be made from time to time in accordance with the terms of purchase orders. The Supply Agreement is cancellable by Cameron Solutions upon 15 days’ notice if we fail to meet delivery or performance schedules or breaches any of the terms of the agreement, including the warranties. Cameron Solutions may also cancel the Supply Agreement without notice in the event we become insolvent or commit any act of bankruptcy. The Supply Agreement contains customary indemnification and confidentiality provisions. There are no assurances that we will generate material revenues under the Grant Back Licenses or Supply Agreement. There are no minimum purchase requirements for Cameron Solutions under the Supply Agreement.

For a period of three years following the closing of the Technology Purchase Agreement, the Company and our officers and directors (Raynard Veldman and John Di Bella), have agreed to not participate or cause participation in the oil-and-gas market in relation to phase or constituent sensing or separation which is defined as, liquid-liquid, liquid-solid or liquid-gas separation and

gas or liquid sensing, including all product lines and services related thereto and including the Voraxial product line and services, except to the extent necessary to: (i) repair or service, but not remanufacture, any goods the Company sold to third persons prior to closing; (ii) fulfill, on or after closing, any customer obligation; or (iii) comply with any term or condition of the agreement.

We received an order from a utility company for multiple V-Inline Separators to separate solids and oil from their wastewater stream. The V-Inline Separators will be used to process and separate oil and solids from a flow of about 120 gallons per minute. The System will include different technologies with the heart of the system being comprised of two V 2000 Separators working in parallel with a third V-Inline being utilized to further dewater the reject lines from the System. We anticipate shipping the system in the third quarter 2019.

Separation Technology - The Grant Back License and Supply Agreement

Pursuant to the Technology Purchase Agreement, the Company signed a Supply Agreement to manufacture the Voraxial Separator for Schlumberger for a period of 3 years and a Grant Back License to sell the technology (branded as V-Inline) in other markets outside of the oil and gas markets. The V-Inline Separator is a continuous flow turbo machine that generates a strong centrifugal force, a vortex, capable of separating light and heavy liquids, such as oil and water, or any other combination of liquids and solids at extremely high flow rates. As the fluid passes through the machine, the V-Inline Separator accomplishes this separation through the creation of a vortex. In liquid/liquid and liquid/solid mixtures, this vortex causes the heavier compounds to gravitate to the outside of the flow and the lighter elements to move to the center where an inner core is formed. The liquid stream processed by the machine is divided into separate streams of heavier and lighter liquids and solids. As a result of this process, separation is achieved.

The benefits of the V-Inline Separator include:

High volume / small footprint

No Pressure drop requirement

High G force

Treats a wide range of flows, even slugging flows

Handles fluctuation in flow rates without any adjustments

Handles fluctuation in contaminates without any adjustments

Separation of 2 or 3 components simultaneously

Non-clogging - open rotor assembly

Low maintenance with ease of operation and installation

Can operate dry

Since there is no pressure drop, there is very little wear caused by sand

The V-Inline Separator is a self-contained, non-clogging device that can be powered by an electric motor, diesel engine or by hydraulic power generation. Further, its scalability allows it to be utilized in a variety of industries and to process various amounts of liquid. The following are the various sizes and the corresponding capacity range:

Model		Diameter		Capacity Range
Number		Size		Gallons Per Minute
	V1000	1 inch	3		-5
	V2000	2 inches	20		-70
	V4000	4 inches	100		-500
	V8000	8 inches	1,000		-3,500

We believe that if sales of this technology by Schlumberger materialize in the oil and gas markets, we will have the resources and opportunity under the Grant Back Licenses to pursue other industries on a cost-effective basis, including: mining, municipal wastewater treatment, industrial wastewater, and numerous other industrial production and environmental remediation processes. As clean water becomes less available to the ever-increasing world population, this technology may become more valuable.

The Market

The need for effective and cost efficient wastewater treatment and separation technology is global in scale. Moreover, virtually every industry requires some type of separation process either during the manufacturing process, prior to treatment or discharge of wastewater into the environment, for general clean up, or emergency response capability. Separation processes, however, are largely unknown to the average consumer. These processes are deeply integrated in almost all industrial processes from oil to wastewater to manufacturing. Management believes that the separation technology has applications in most, if not all major separation industries. The unique characteristics of the technology allow it to be utilized either as a stand-alone unit or within an existing system to provide a more efficient and cost effective way to handle the separation needs of the customer. We believe the separation technology can result in a cost savings and other benefits to the customer. These benefits result in and include:

●

A reduction in water and energy usage,

●

Requires no pressure drop to perform separation,

●

Less space needed to implement the Voraxial Separator, the Voraxial Separator weights less than existing systems,

●

A reduction time to process and separate the fluids, allowing the customer to be more efficient,

●

Creation of more efficient and faster process to treat water to increase the overall productivity of the end-user,

●

Fewer employees needed to operate the system, and

●

Reduction of ongoing maintenance and servicing costs.

We believe that this separation technology is a unique front-end solution for the separation industry that can offer increased productivity while reducing the physical space and energy required to operate the unit. These advantages translate into the potential for substantial operating cost efficiencies that would increase the profitability of the solution’s end user. The unique characteristic to conduct separation without a pressure loss allows the unit to be installed in locations other technologies cannot. For instance, another separation technology called a hydrocyclone requires a significant pressure loss to perform separation.

As environmental regulations, both domestically and internationally, have become more stringent, companies have been required to more effectively treat their wastewater prior to discharge. We believe the Grant Back License offers a great opportunity for the Company as the separation technology can be utilized in most separation applications to significantly increase the efficiency of the separation processes while simultaneously reduce the cost to the end-user.

Manufacturing

We manufacture and assemble the products at our Fort Lauderdale, Florida facilities.

Sources and availability of raw materials

The materials needed to manufacture the components of the products we sell, including the Separation Technology, have been provided by leading companies in the precision equipment industry. We do not have any long term contracts with any supplier. We do not anticipate any shortage of component parts.

Inventory

We maintain a limited inventory of finished parts until we receive a customer order. Most of our inventory is comprised of raw materials, work in process and finished Separator components that can be used for future sales.

Marketing

Prior to the Technology Purchase Agreement, Management developed relationships with oil service companies and representatives to promote the technology to oil industry customers. Since the Technology Purchase Agreement, we have focused our resources to develop a strong rapport with Schlumberger, which includes scaling up our manufacturing capabilities. In addition, we started to pursue projects in industries outside of the oil and gas market, which resulted in a purchase order from a utility customer. We started to market the V-Inline to companies outside of the oil and gas industry. This process is slower than anticipated as the sales from Schlumberger have not met initial management expectations thus far. We anticipated using the revenues from Schlumberger to invest in new applications and industries for the V-Inline. As these sales did not

materialize as timely as we had planned, the marketing activity in other industries has been slow. The Company does not currently have plans to present at tradeshows in 2019.

Intellectual property

Under the Technology Purchase Agreement, we sold the Purchased Intellectual Property. We currently hold no patents.

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 have product liability insurance. However, any product liability claim made against us may 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 also obtained directors and officers, and general insurance coverage.

Competition

We are subject to competition from other manufacturing facilities who have greater manufacturing capacity, which allows them to utilize economy of scale to reduce cost. We are also subject to competition from a number of companies who have greater experience, research abilities, engineering capability and financial resources than we have to market and sell separation technology. Although we believe the separation technology 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.

Employees

We currently have seven employees. All of our employees work full-time. 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 related to manufacturing and sales.

Item 1A.

Risk Factors.

Our independent auditors have raised substantial doubt about our ability to continue as a going concern.

Our independent auditors have included in their audit report an explanatory paragraph that states that our continuing losses from operations raises substantial doubt about our ability to continue as a going concern. We have not yet generated significant revenues from the Supply Agreement or Grant Back License. There is no assurance that the Transaction Purchase Agreement will generate sufficient revenues and income, nor is there any assurance that we will be able to leverage the Grant Back License and generate sufficient revenues from other industries. We have limited historical financial data and operating results with which to evaluate our business and our prospects under these agreements. Although we achieved operating income in 2017 due to the sale of our proprietary technology, we will continue to incur net losses until we can produce sufficient revenues to cover our costs. At December 31, 2018, we had an accumulated deficit of $15,485,658 including a net loss of $496,864 for the year ended December 31, 2018. In addition, we have a working capital deficiency of $566,391 as of December 31, 2018.

Our ability to generate future revenues will depend on a number of factors, many of which are beyond our control, including competitive efforts and general economic trends. In addition, there are no assurances that we will generate material or significant revenues under the Supply Agreement or Grant Back License. Due to these factors, we cannot anticipate with any degree of certainty that we will be able to sustain or increase our profitability on a quarterly or annual basis.

We have been limited by insufficient capital, and we may continue to be so limited.

In the past, we have lacked the required capital to market the Voraxial Separator. Our inability to raise the funding or to otherwise finance our capital needs could adversely affect our financial condition and our results of operations, and could prevent us from implementing our business plan. We may seek to raise capital through public and private equity offerings, debt financing or collaboration, and strategic alliances. Such financing may not be available when we need it or may not be available on terms that are favorable to us. If we raise additional capital through the sale of our equity securities, your ownership interest will be

diluted and the terms of the financing may adversely affect your holdings or rights as a stockholder. If we fail to raise additional funds when needed, or do not have sufficient cash flows from sales, we may be required to scale back or cease operations, sell or liquidate our assets and possibly seek bankruptcy protection.

We currently rely on a limited number of customers for our revenues.

Revenues from two customers accounted for approximately 98% of total revenues during 2018 and revenues from two customers accounted for approximately 92% of total revenues during 2017. We do not have any contracts with minimum guaranteed orders with these customers. If these customers fail to order additional products or we are unable to attract new customers, it could have an adverse effect on our financial condition and results of operations.

We are dependent upon the Supply Agreement and Grant Back License Agreement which have generated limited revenues to date.

Our Supply Agreement and Grant Back License Agreement are important to our future success. To date we have limited revenues under such agreements. Furthermore, these agreements are non-exclusive and may be terminated if we fail to comply with the terms of such agreements. Failure to generate significant revenues under these agreements or termination of either agreement could have a material adverse effect on our business, financial position and results of operations.

Our market is subject to intense competition. If we are unable to compete effectively, our product may be rendered non-competitive or obsolete.

We are engaged in a segment of the water filtration industry that is highly competitive and rapidly changing. Many large companies, academic institutions, governmental agencies, and other public and private research organizations are pursuing the development of technology that can be used for the same purposes as the V-Inline. We face, and expect to continue to face, intense and increasing competition, as new products enter the market and advanced technologies become available. We believe that a significant number of products are currently under development and will become available in the future that may address the water filtration segment of the market. If other products are successfully developed, it may be better received by the market or introduced before the V-Inline.

Our competitors' products may be more effective, or more effectively marketed and sold, than any of our products. Many of our competitors have:

●

significantly greater financial, technical and human resources than we have and may be better equipped to discover, develop, manufacture and commercialize products; and

●

more extensive experience in marketing water treatment products.

Competitive products may render the Voraxial obsolete or noncompetitive.

We are dependent on key personnel.

We are dependent upon the availability and the continued performance of the services of John A. DiBella. The loss of the services of John A. DiBella could have a material adverse effect on us. In addition, the availability of skilled personnel is extremely important to our growth strategy and our failure to attract and retain such personnel could have a material, adverse effect on us. We do not currently maintain any key man life insurance covering Mr. DiBella or any of our employees.

Our operations are subject to governmental approvals and regulations and 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 that we contract manufacture. We are subject to significant compliance burden from this extensive regulatory framework, which may substantially increase our operational costs.

We believe that we have been and are in 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.

Our business has a substantial risk of product liability claims. If we are unable to obtain appropriate levels of insurance, a product liability claim against us could adversely affect our business.

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. While we have product liability insurance, any product liability claim made against us may 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 received a substantial deposit from a customer which has filed for bankruptcy.

In January 2019, our customer in the utility industry filed for bankruptcy protection. We retained counsel to review our contract and the bankruptcy filing. As of March 29, 2019, our counsel does not believe this bankruptcy filing will negatively affect the purchase order we received. However, if the customer were to cancel the order or under bankruptcy law we were required to return the deposit, then our business would be adversely effected.

Item 1B.

Unresolved Staff Comments.

None.

Item 2.

Properties.

In December 2018, the Company entered into a three (3) year lease for an office and manufacturing facility located at 821 NW 57 ^th Place, Fort Lauderdale, FL 33309. The lease is approximately $4,839 per month. The lease has a one-time renewal option for three years and an increased base rent of 3%. The Company has the option to terminate the lease with three months’ notice.

Item 3.

Legal Proceedings.

On or about October 23, 2017, a claim was filed in the 17 ^th Judicial Circuit Court in and for Broward County in Fort Lauderdale, Florida, by the plaintiff, Industrial and Oilfield Procurement Services, LLC, against our company. The case involves an alleged breach of contract between the parties relating to the purchase and sale of a Voraxial unit in 2015. The plaintiff has demanded a refund and damages. We are defending this action, as we believe this claim is without merit.

Item 4.

Mine Safety Disclosures.

Not applicable.

PART II.

Item 5.

Market for Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities.

Our common stock is quoted on the OTC Markets under the symbol “EVTN”.

The last sale price of our common stock as reported on the OTCPink on March 26, 2019, was $0.04 per share. As of March 26, 2019, there were approximately 800 record owners of our common stock.

Dividends

We have not paid a cash dividend on the common stock since current management joined our 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 report, we have no intention to declare dividends.

Recent Sales of Unregistered Securities

Except for those unregistered securities previously disclosed in reports filed with the Securities and Exchange Commission, during the period covered by this report, we have not sold any securities without registration under the Securities Act of 1933, as amended, during the period covered by this report.

Issuer Purchase of Equity Securities

None.

Item 6.

Selected Financial Data.

Information not required by small reporting company.

Item 7.

Management’s Discussion and Analysis of Financial Condition and Results 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, 2018 compared to year ended December 31, 2017

Overview

2018 continued to be a transitional period for us as we finalized the sale of our intellectual property to Schlumberger through the Technology Purchase Agreement. We shipped multiple units to Schlumberger, including models of the V2000, V4000 and V8000. We are focusing our efforts and resources to the manufacturing and assembling of the Voraxial Separator for Schlumberger under the Supply Agreement. We were also granted a Grant Back License to market the technology into other markets outside of the oil and gas market which we plan to pursue. We have branded our licensed products as V-Inline. We received an order from a utility company for multiple V-Inline Separators to separate solids and oil from their wastewater stream. The V-Inline Separators will be used to process and separate oil and solids from a flow of about 120 gallons per minute. The System will include different technologies with the heart of the system being comprised of two V-2000 Separators working in parallel with a third V-Inline being utilized to further dewater the reject lines from the System. We anticipate shipping the system in the third quarter of 2019.

To date we have earned limited revenues under the Grant Back Licenses and Supply Agreement.

Revenue

Revenues for the year ended December 31, 2018 increased by $1,043,602 to $1,308,762 or approximately 394% from $265,160 for the year ended December 31, 2017. $1 million of the total revenues is the result of multiple Voraxial units we shipped to Schlumberger under the Technology Purchase Agreement signed in June 2017. The majority of the balance reflects additional Separator models we shipped to Cameron under the Supply Agreement we signed in June 2017. We believe there is a

market for the Separator and that the Supply Agreement will provide us with the opportunity to increase revenues in the future in the oil and gas industry. We also believe the Grant Back Licenses can potentially generate additional revenues in other industries that require the separation technology, such as mining, industrial and sewage. We received a purchase order from a utility company for a wastewater system that includes multiple V-Inline Separators. The customer has paid multiple deposits that is reflected on our balance sheet as “Deposits from customers” at December 31, 2018. Due to customer delays, the project has been extended beyond the September 21, 2018 due date. We anticipate delivering this system in the third quarter of 2019.

The majority of revenues in 2018 and 2017 were a result of sales of the Voraxial Separator and auxiliary equipment and parts to Schlumberger under the Technology Purchase Agreement and to Cameron under the Supply Agreement, which represents 84% and 57%, respectively, of our total revenues.

Cost of goods sold increased to $703,271 for the year ended December 31, 2018 from $112,193 during the year ended December 31, 2017 or an increase of $591,078 or approximately 527%. The increase in our cost of goods sold was related to the increase in number of units sold to Schlumberger and increase in labor and facility utilization during the year. Our cost of goods continues to be reviewed by management in effort to obtain the best available pricing while maintaining high quality standards.

Costs and expenses

Total costs and expenses increased by approximately 11% or $109,355 to $1,078,327 for the year ended December 31, 2018 as compared to $968,972 for the year ended December 31, 2017. The increase was due to increases in selling, general and administrative expenses and professional fees, offset by the decrease in payroll expense.

Selling, General and administrative expenses

Selling, General and Administrative expenses increased by 48% or $106,410 to $330,105 for the year ended December 31, 2018 from $223,695 for the year ended December 31, 2017. The increase was due to an increase of $22,000 for repair and maintenance as a result of the increased manufacturing activities, an increase of $39,000 for insurance which mainly comprises of increase in health and D&O insurance, an increase of $23,000 in depreciation as we incurred depreciation expense over a 12-month period in fiscal year 2018 as compared to a 9-month period in fiscal year 2017 for the recently acquired equipment used to manufacture the Separator.

Professional Fees

Professional fees increased by approximately 215% or $203,936 to $298,900 for the year ended December 31, 2018 from $94,964 for the year ended December 31, 2017. The increase was primarily due to a non-cash stock based compensation of $65,000 for shares issued to consultants and director, an increase of $89,000 in professional fees reflecting an increase in advisory and consulting services in our effort to pursue new markets and an increase of $10,000 reflecting an increase in legal fees associated with our pending litigation. In addition, the legal fees were $29,000 lower during the year ended December 31, 2017 due to the reversal of our accrual for legal contingency, which settled in 2017.

Payroll Expenses

Payroll expense decreased by approximately 31% or $200,991 to $449,322 for the year ended December 31, 2018 from $650,313 for the year ended December 31, 2017. The decrease in payroll expense was due to a $95,000 decrease in our CEO’s payroll and a higher utilization and absorption of labor cost into cost of goods sold. This was offset by $50,000 non-cash stock-based compensation for shares issued to our CEO.

Liquidity and capital resources

At December 31, 2018, cash was $1,223,863 as compared to $1,010,434 at December 31, 2017. Working capital deficit at December 31, 2018 was $566,391 as compared to a working capital deficit at December 31, 2017 of $166,137. At December 31, 2018, we had an accumulated deficit of $15,485,658. For the year ended December 31, 2018, we had a net loss of $496,864. Our current assets increased by 34% at December 31, 2018 as compared to December 31, 2017, which reflects increases in our inventory and prepaid expenses as a result of the units we are manufacturing in fulfillment of orders we anticipate receiving under the Supply Agreement and for the purchase order from a utility company. Our current liabilities increased 57% at December 31,

2018 as compared to December 31, 2017, which is primarily attributable to a significant increase in deposits from customers as a result of the purchase order we received from a utility company.

Summary of cash flows

The following table summarizes our cash flows:
	Year Ended December 31,
	2018		2017
	(audited)
Cash flow data:
Cash provided by operating activities	$	264,069	$	1,079,403
Cash used in investing activities	$	--	$	(109,942)
Cash used in financing activities	$	(50,640)	$	--

Net cash provided by operating activities in the year ended December 31, 2018 was primarily attributable to a decrease in accounts receivable and increases in deposit from customer and accounts payable and accrued expenses, offset in part by increases in inventory and prepaid expenses. Increases in our inventory, prepaid expenses, accounts payable and accrued expenses are a result of the units we are manufacturing in fulfillment of orders we received. Increase in deposit from customer is primarily attributable to deposit received on a purchase order we received from a utility company. Net cash provided by operating activities during the year ended December 31, 2017 was primarily attributable to the completion of the Technology Purchase Agreement resulting in a gain on the sale of our intellectual property of $3,000,000 less direct costs of $80,000, offset by an increase in accounts receivable and inventory and a decrease in accounts payable and accrued expenses.

Net cash used in investing activities during the year ended December 31, 2017 was primarily attributable to the cash down payment on the purchase of CNC machining equipment. The purchase of the equipment was partially financed through the equipment note payable.

Net cash used in financing activities during the year ended December 31, 2018 was primarily attributable to the repayment of the equipment note payable. Net cash used in financing activities during the year ended December 31, 2017 was primarily attributable to the issuance of notes payable and advances from related party offset by the repayment of notes payable and advances from related party.

Continuing losses

While the Company has historically experienced recurring net losses, on June 8, 2017, the Company completed the Technology Purchase Agreement and entered into the Supply Agreement with Cameron Solutions. In addition, Schlumberger granted us the Grant Back Licenses for the sale of products outside the oil and gas industry. While the Company has historically experienced recurring net losses, our management believes that the Grant Back Licenses will provide us the opportunity to possibly leverage future Schlumberger sales in the oil and gas market to penetrate the sale and use of licensed products to other industries, including, but not limited to mining, sewage and wastewater. We believe that including our current cash resources and anticipated revenue to be generated under the Grant Back Licenses and Supply Agreement, we will have sufficient resources to continue business operations in excess of 12 months. However, there are no assurances that we will generate any or significant revenues under the Supply Agreement or Grant Back Licenses and there is limited historical financial data and operating results with which to evaluate our business and our prospects under the new agreements.

Our ability to generate future revenues will depend on a number of factors, many of which are beyond our control. These factors include competitive efforts and general economic trends. Due to these factors, we cannot anticipate with any degree of certainty what our revenues will be in future periods. Our independent auditors have included in their audit report an explanatory paragraph that states that our continuing losses from operations raises substantial doubt about our ability to continue as a going concern.

If we fail to achieve profitability on a quarterly or annual basis, or to raise additional funds when needed, or do not have sufficient cash flows from sales, we may be required to scale back or cease operations, sell or liquidate our assets and possibly seek bankruptcy protection.

As a result of the above, there is substantial doubt about the ability of the Company to continue as a going concern and the accompanying consolidated financial statements have been prepared assuming that the Company will continue as a going concern. The accompanying consolidated financial statements do not include any adjustments that may result from the outcome of this uncertainty.

Critical Accounting Policies

Our financial statements have been prepared in accordance with accounting principles generally accepted in the United States of America. The preparation of these financial statements requires management to make estimates and assumptions that affect the reported amounts of assets, liabilities, revenues and expenses. Note C of the Notes to Consolidated Financial Statements describes the significant accounting policies used in the preparation of the consolidated financial statements. Certain of these significant accounting policies are considered to be critical accounting policies, as defined below.

A critical accounting policy is defined as one that is both material to the presentation of our financial statements and requires management to make difficult, subjective or complex judgments that could have a material effect on our financial condition and results of operations. Specifically, critical accounting estimates have the following attributes: 1) we are required to make assumptions about matters that are highly uncertain at the time of the estimate; and 2) different estimates we could reasonably have used, or changes in the estimate that are reasonably likely to occur, would have a material effect on our financial condition or results of operations.

Estimates and assumptions about future events and their effects cannot be determined with certainty. We base our estimates on historical experience and on various other assumptions believed to be applicable and reasonable under the circumstances. These estimates may change as new events occur, as additional information is obtained and as our operating environment changes. These changes have historically been minor and have been included in the consolidated financial statements as soon as they became known. Based on a critical assessment of our accounting policies and the underlying judgments and uncertainties affecting the application of those policies, management believes that our consolidated financial statements are fairly stated in accordance with accounting principles generally accepted in the United States, and present a meaningful presentation of our financial condition and results of operations. We believe the following critical accounting policies reflect our more significant estimates and assumptions used in the preparation of our consolidated financial statements:

Revenue Recognition

The Company derives its revenue from the sale and short-term rental of the V-Inline under the Grant Back Licenses and manufacturing of the Voraxial Separator under the Supply Agreement. We account for revenue in accordance with ASC Topic 606, which we adopted on January 1, 2018, using the modified retrospective method. The adoption of ASC Topic 606 did not have a material impact on the timing or amounts of revenue recognized in our consolidated financial statements and therefore did not have a material impact on our financial position, results of operations, equity or cash flows as of the adoption date or for the year ended December 31, 2018. We did not recognize any cumulative-effect adjustment to retained earnings upon adoption as the impact was immaterial. Also, the comparative information has not been restated and continues to be reported under the accounting standards in effect for those periods.

Revenues are recognized when we satisfy a performance obligation by transferring control of the promised goods or services to our customers at a point in time, in an amount specified in the contract with our customer and that reflects the consideration we expect to be entitled to in exchange for those goods or services. The Company also assesses our customer’s ability and intention to pay, which is based on a variety of factors including our customer’s historical payment experience and financial condition.

Estimates

The preparation of consolidated financial statements in conformity with accounting principles generally accepted in the United States of America requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosures of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenue and expenses during the reporting period. Significant estimates include the valuation of deferred tax assets, the allowances for doubtful accounts, allowance for inventory obsolescence and valuation of stock based compensation. Actual results may differ.

Recent Accounting Pronouncements

Recent accounting pronouncements issued by the FASB, the AICPA and the SEC, did not, or are not believed by management, to have a material impact on the Company's present or future financial statements, except as follows:

In February 2016, the FASB issued ASU 2016-02 “ Leases ,” which will amend current lease accounting to require lessees to recognize (i) a lease liability, which is a lessee’s obligation to make lease payments arising from a lease, measured on a discounted basis, and (ii) a right-of-use asset, which is an asset that represents the lessee’s right to use, or control the use of, a specified asset for the lease term. ASU 2016-02 does not significantly change lease accounting requirements applicable to lessors; however, certain changes were made to align, where necessary, lessor accounting with the lessee accounting model. This standard will be effective for fiscal years beginning after December 15, 2018, including interim periods within those fiscal years. The adoption of ASU 2016-02 will have an impact on our consolidated balance sheet as we will record material assets and obligations primarily related to our corporate office lease. We expect to record operating lease liability of approximately $290,000 based on the present value of the remaining minimum rental payments using discount rates as of the effective date. We expect to record corresponding right-of-use asset of approximately $290,000, based upon the operating lease liability as of January 1, 2019. We do not expect a material impact on our consolidated statement of income or our statement of cash flows.

All other newly issued accounting pronouncements, but not yet effective, have been deemed either immaterial or not applicable.

Item 7A.

Quantitative and Qualitative Disclosures About Market Risk.

Information not required by smaller reporting company.

Item 8.

Financial Statements and Supplementing Data

The financial statements required by this report are included, commencing on F-1.

Item 9.

Changes in and Disagreements With Accountants on Accounting and Financial Disclosure.

None.

Item 9A.

Controls and Procedures.

Evaluation of Disclosure Controls and Procedures

We maintain disclosure controls and procedures (as defined in Rules 13a-15(e) and 15d-15(e) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”) that are designed to be effective in providing reasonable assurance that information required to be disclosed in our reports under the Exchange Act is recorded, processed, summarized and reported within the time periods specified in the rules and forms of the SEC, and that such information is accumulated and communicated to our management to allow timely decisions regarding required disclosure.

The Company’s management, under the supervision and with the participation of the Company's Chief Executive Officer who also serves as our principal financial and accounting officer, carried out an evaluation of the effectiveness of the design and operation of the Company's disclosure controls and procedures (as defined in Rule 13a-15(e) and 15d-15(e) of the Exchange Act) as of December 31, 2018. Based upon that evaluation at the end of the period covered by this annual report our Chief Executive Officer concluded that our disclosure controls and procedures were not effective to ensure that the information relating to our company, required to be disclosed in our Securities and Exchange Reports (i) is recorded, processed, summarized and reported within the time periods specified in SEC rules and forms, and (ii) is accumulated and communications to our management, including our Chief Executive Officer, to allow timely decisions regarding required disclosure as a result of material weaknesses in our internal control over financial reporting.

Management’s Report on Internal Control over Financial Reporting

Because of the inherent limitations, internal control over financial reporting may not prevent or detect misstatements. Also, projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate.

Our management assessed the effectiveness of our internal control over financial reporting as of December 31, 2018 based on the 2013 criteria established in Internal Control - Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission. Management's assessment included an evaluation of the design of our internal control over financial reporting and testing of the operational effectiveness of these controls. Based on this assessment, our management has concluded that as of December 31, 2018, our internal control over financial reporting was not effective to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with U.S. generally accepted accounting principles as a result of material weaknesses. These material weaknesses in our internal control over financial reporting result from no segregation of duties, no multiple level of review in the financial close process and lack of experienced accounting staff with expertise in the application of GAAP.

In order to remediate these material weaknesses in our internal control over financial reporting, we will need to:

	·	create a position to segregate duties consistent with control objectives and will increase our personnel resources; and
	·	hire experienced independent third parties or consultants to provide additional expert advice as needed.

Until such time as we remediate the material weaknesses in our internal control over financial reporting, there is a likelihood that our financial statements in future periods may contain errors which will require a restatement. In fiscal year 2018, we have made efforts to improve these weaknesses in our internal control over financial reporting results by hiring personnel focused on upgrading our internal accounting processes and managing the daily accounting responsibilities, installing a new accounting software, implementing an inventory system to manage inventory and having duplicity in reviewing our accounting records by retaining an outside CPA to review our financials on a quarterly and annual basis. We believe these steps will help to further mitigate issues that may arise from a limited staff.

Limitations on Effectiveness of Controls and Procedures

Our management, including our Chief Executive Officer, does not expect that our disclosure controls and procedures or our internal controls will prevent all errors and all fraud. A control system, no matter how well conceived and operated, can provide only reasonable, not absolute, assurance that the objectives of the control system are met. Further, the design of a control system must reflect the fact that there are resource constraints and the benefits of controls must be considered relative to their costs. Because of the inherent limitations in all control systems, no evaluation of controls can provide absolute assurance that all control issues and instances of fraud, if any, within the Company have been detected. These inherent limitations include, but are not limited to, the realities that judgments in decision-making can be faulty and that breakdowns can occur because of simple error or mistake. Additionally, controls can be circumvented by the individual acts of some persons, by collusion of two or more people, or by management override of the control. The design of any system of controls also is based in part upon certain assumptions about the likelihood of future events and there can be no assurance that any design will succeed in achieving its stated goals under all potential future conditions. Over time, controls may become inadequate because of changes in conditions, or the degree of compliance with the policies or procedures may deteriorate. Because of the inherent limitations in a cost-effective control system, misstatements due to error or fraud may occur and not be detected.

Changes in Internal Control over Financial Reporting

There were no changes to our internal control over financial reporting (as defined in Rules 13a-15(f) and 15d-15(f) under the Exchange Act) that occurred during the period covered by this report that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.

Item 9B.

Other Information.

None.

PART III.

Item 10.

Directors, Executive Officers and Corporate Governance.

Directors and executive officers

The following sets forth the names and ages of our officers and directors.

Name		Age	Position
John A. DiBella	47		Chief Executive Officer, Chief Financial Officer and Director
Raynard Veldman	58		Director

John A. DiBella has served as an employee of our Company since January 2002 and a member of the Board of Directors since August 2006. Since November 2011 he has served as chief executive officer and chief financial officer. From 2000 through January 2002 Mr. DiBella provided consulting services to our Company. Mr. DiBella was promoted from Chief Operating Officer to President in November 2011. Mr. DiBella co-founded and served as President of PBCM, a financial management company located in New Jersey from 1997 to 1999. Prior to co-founding PBCM, Mr. DiBella worked for Donaldson, Lufkin and Jenrette, a NYSE member firm.

Raynard Veldman has served as a director of the Company since August 2014. He served as vice president for Magnablend, Inc., a custom chemical blending and manufacturing company from February 2012 to July 2014. From April 2001 through February 2012 he served as business and product manager for Weatherford, Inc. in their Engineered Chemistry Division. He has over 30 years of experience in the domestic and international oil and gas industry. Mr. Veldman has a M.S. in Chemical Engineering from the University of Houston and a B.S. in Chemical Engineering from the University of Texas. He has also periodically served as a consultant to the Company since 2009.

Board of Directors

Each director is elected at our annual meeting of stockholders and holds office until the next annual meeting of stockholders, or until his successor is elected and qualified. If any director resigns, dies or is otherwise unable to serve out his or her term, or if the Board increases the number of directors, the Board may fill any vacancy by a vote of a majority of the directors then in office, although less than a quorum exists. A director elected to fill a vacancy shall serve for the unexpired term of his or her predecessor. Vacancies occurring by reason of the removal of directors without cause may only be filled by vote of the stockholders.

Board leadership structure and board’s role in risk oversight

The board of directors is comprised of one member of our management and one independent director. Given the size of our company, our Board believes the current leadership structure is appropriate for our company. As our company grows, we expect to expand our board of directors through the appointment of independent directors.

Risk is inherent with every business, and how well a business manages risk can ultimately determine its success. We face a number of risks, including credit risk, interest rate risk, liquidity risk, operational risk, strategic risk and reputation risk. Management is responsible for the day-to-day management of the risks we face and have responsibility for the oversight of risk management in their dual roles as directors.

Committees of the board of directors; stockholder nominations; audit committee financial expert

We have not established any committees comprised of members of our board of directors, including an Audit Committee, a Compensation Committee or a Nominating Committee, or any committee performing similar functions. The functions of those committees are being undertaken by our board of directors as a whole.

We do not have a policy regarding the consideration of any director candidates which may be recommended by our stockholders, including the minimum qualifications for director candidates, nor has our board of directors established a process for identifying and evaluating director nominees, nor do we have a policy regarding director diversity. We have not adopted a policy

regarding the handling of any potential recommendation of director candidates by our stockholders, including the procedures to be followed. Our Board has not considered or adopted any of these policies as we have never received a recommendation from any stockholder for any candidate to serve on our board of directors. Given the early stage of our business, we do not anticipate that any of our stockholders will make such a recommendation in the near future. While there have been no nominations of additional directors proposed, in the event such a proposal is made, all members of our Board will participate in the consideration of director nominees. In considering a director nominee, it is likely that our Board will consider the professional and/or educational background of any nominee with a view towards how this person might bring a different viewpoint or experience to our Board.

None of our directors is an “audit committee financial expert” within the meaning of Item 401(e) of Regulation S-K. In general, an “audit committee financial expert” is an individual member of the audit committee or board of directors who:

	●	understands generally accepted accounting principles and financial statements;

	●	is able to assess the general application of such principles in connection with accounting for estimates, accruals and reserves;

	●	has experience preparing, auditing, analyzing or evaluating financial statements comparable to the breadth and complexity to our financial statements;

	●	understands internal controls over financial reporting; and

	●	understands audit committee functions.

Our securities are not quoted on an exchange that has requirements that a majority of our Board members be independent and we are not currently otherwise subject to any law, rule or regulation requiring that all or any portion of our board of directors include “independent” directors, nor are we required to establish or maintain an Audit Committee or other committee of our board of directors.

Code of Ethics

During the year ended December 31, 2003 we adopted a code of ethics. The code of ethics was filed with the Company’s Form 10-KSB annual report for the year ended December 31, 2003. The code of ethics may be obtained by contacting the Company’s executive offices. The code applies to our officers and directors. The code provides written standards that are designed to deter wrongdoing and promote: (i) honest and ethical conduct; (ii) full, fair, accurate, timely and understandable disclosure; (iii) compliance with applicable laws and regulations; (iv) promote reporting of internal violations of the code; and (v) accountability for the adherence to the code.

Section 16(a) of the Exchange Act

Section 16(a) of the Securities Exchange Act of 1934 requires our directors and executive officers, and persons who own more than ten percent of our outstanding common stock to file with the SEC initial reports of ownership and reports of changes in ownership of common stock. These persons are required by SEC regulation to furnish us with copies of these reports they file. To our knowledge, based solely on a review of the copies of reports furnished to us, Section 16(a) filing requirements applicable to our officers, directors and greater than ten percent beneficial owners were complied with on a timely basis for the period which this report relates. Our director, Raynard Veldman, under his Form 3 filed upon his appointment as director in August 2014 failed to disclose ownership of 441,436 shares of common stock. Mr. Veldman has indicated such Form 3 should have included such number of shares.

Item 11.

Executive compensation.

The table below sets forth compensation for the past two years awarded to, earned by or paid to our chief executive officer and our two most highly compensated executive officers other than our chief executive officer who were serving as executive officers at December 31, 2018 (the “Named Executives”).

Summary Compensation Table

Name and Principal Position	Year	Salary ($)	Bonus ($)	Stock Awards ($)	Option Awards ($)	Non-Equity Incentive Plan Compen- sation ($)	Change in Pension Value and Nonqualified Deferred Compensation Earnings ($)	All Other Compen- sation ($)	Total ($)

John A. DiBella	2017	$305,000	--	--	0	--	--	--	$305,000
President, Chief Executive Officer and Chief Financial Officer	2018	$210,000	--	$50,000	0	--	--	$29,000	$289,000

Outstanding Equity Awards At December 31, 2018

Listed below is information with respect to unexercised options for each Named Executive as of December 31, 2018.

Option Awards

Stock Awards

Number of
Securities
Underlying
Unexercised Options
(#)

Number of
Securities
Underlying
Unexercised
Options

(#)

Option
Exercise
Price
($)

Option
Expiration
Date

Number of
Shares or
Units of
Stock That

Have Not Vested
(#)

Market
Value of
Shares or
Units of
Stock That
Have Not Vested
($)

Equity
Incentive Plan
Awards
Number of
Unearned
Shares, Units
Or Other
Rights That Have Not Vested
(#)

Equity
Incentive Plan
Awards:
Market or
Payout Value
Of Unearned
Shares, Units
Or Other
Rights That

Have Not Vested
($)

Name

Exercisable

Unexcercisable

John A. DiBella

7,700,000

$0.01

11/15/2023

Employment agreements

We are not a party to an employment agreement with Mr. DiBella. His compensation is determined by the Board of Directors of which he is one of the two members. For the years ended December 31, 2018 and 2017, the Company incurred salary expenses from the Chief Executive Officer of the Company of $210,000 and $305,000, respectively. For the years ended December 31, 2018 and 2017, respectively, the Company paid Mr. DiBella $586,000 and $580,000, respectively, including accrued salary. The unpaid accrued balances as of December 31, 2018 and 2017, are $831,761 and $1,189,761, respectively. The timing of the payment of any of the accrued but unpaid compensation due Mr. DiBella may be determined by the Board of Directors at any time. In addition, Mr. DiBella’s compensation may be changed at any time by the Board of Directors. Effective January 1, 2018, the board of directors of the Company reduced Mr. DiBella’s annual compensation to $210,000. In March 2018, the Board of Directors also approved the health insurance benefit for our CEO.

Director Compensation

Prior to July 1, 2017, none of our directors received compensation for services performed as directors. Effective July 1, 2017, the board of directors agreed to compensate our independent directors. Currently, our board compensation plan effective for non-management directors consists of a $1,000 monthly cash payment.

In addition, board members may be reimbursed for out-of-pocket expenses related to participation in board and committee meetings. No reimbursable payments were made during 2018.

The table below provides information concerning the compensation paid to our independent directors for their services as members of our board of directors for the years ended December 31, 2018 and 2017, respectively. The information in the following table excludes any reimbursement of out-of-pocket travel and lodging expenses which we may have paid.

Name

Year

Fees

earned or

paid in

cash ($)

Stock

awards

($)

Option

awards

($)

Non-equity

incentive plan

compensation

($)

Nonqualified

deferred

compensation

earnings

($)

All other

compensation

($)

Total

($)

Raynard Veldman

2018

$12,000 (1)

$50,000

$62,000

Raynard Veldman

2017

$6,000 (2)

$6,000

(1)

Excludes consulting fees of $30,000 paid to Mr. Veldman for the year ended December 31, 2018

(2)

Excludes consulting fees of $15,000 paid to Mr. Veldman commencing July 1, 2017 through December 31, 2017

Item 12.

Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters.

Beneficial Ownership

The table below sets forth information with respect to the beneficial ownership of our securities as of March 31, 2019 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. As of March 31, 2019, we had 35,784,497 shares of common stock issued and outstanding. Unless otherwise noted below, the address for each shareholder is 821 NW 57th Place, Fort Lauderdale, Florida 33309 .

Name and Address of		Number of Shares		Percentage of
Beneficial Owner		Beneficially Owned		Ownership
Adele DiBella	6,095,500(1)		15.4%
John A. DiBella	11,228,616(2)		25.8%
Raynard Veldman	4,191,436 (3)		11.3%
All officers and directors	15,420,052 (2)(3)		34.6%
as a group (two persons)
Robert Weinberg		2,375,000(4)		6.6%

(1) Includes 3,800,000 shares of common stock underlying options exercisable at $0.01 that expire November 15, 2023.

(2) Includes 7,700,000 shares of common stock underlying options exercisable at $0.01 per share expiring on November 15, 2023. Includes 150,000 shares held by his minor children.

(3) Includes 1,000,000 shares of common stock underlying options exercisable at $0.01 per share expiring on November 15, 2023.

(4) Includes shares held by Mr. Weinberg’s wife. Address is 10279 Boca Woods Lane, Boca Raton, FL 33428.

Securities Authorized for Issuance Under Equity Compensation Plans

The table below provides information pertaining to all compensation plans under which equity securities of our company are authorized for issuance as of December 31, 2018.

		Number of securities
Number of securities	Weighted-average	remaining available for
to be issued upon	exercise price	future issuance under
exercise of	of outstanding	equity compensation
outstanding options,	Options	plans (excluding securities

		warrants and rights		warrants and rights		reflected in 1 ^st column)
Equity compensation plans
approved by security holders	--			N/A	--
Equity compensation plans not
approved by security holders	13,465,000		$0.01		--
Total		13,465,000

Item 13.

Certain Relationships and Related Transactions, and Director Independence.

The Company has one independent director, Raynard Veldman. Mr. Veldman is considered “independent” as defined under Rule 5605 of the Nasdaq Marketplace Rules.

During the years ended December 31, 2018 and 2017, Raynard Veldman, a member of the Company’s board of directors, received total consulting fees of $30,000 and $15,000, respectively. The Company currently pays Mr. Veldman $2,500 per month for consulting services.

During the years ended December 31, 2018 and 2017, Raynard Veldman, a member of the Company’s board of directors, received compensation for being a member of the Company’s board of directors of $12,000 and $6,000, respectively. Mr. John DiBella does not receive compensation for being a member of the Company’s board of directors.

During 2017 the Company’s chief executive officer advanced the Company $46,354 for working capital. These advances were non-interest bearing and due on demand. The loans were repaid as of December 31, 2017.

On May 25, 2018 the Company issued an aggregate of 2,000,000 restricted shares of common stock to Messrs. John A. DiBella and Raynard Veldman. The shares were issued to them as bonus compensation for their efforts in connection with the closing of the Technology Purchase Agreement. The fair value of these shares is $100,000.

PART IV.

Item 14.

Principal Accountant Fees and Services.

The following table shows the fees that were billed for the audit and other services provided by Liggett & Webb, P.A. for the years ended December 31, 2018 and 2017.

	2018		2017

Audit Fees	$	32,000	$	32.000
Audit-Related Fees		-		-
Tax Fees		-		-
All Other Fees		-		-
Total	$	32,000	$	32,000

Audit Fees — This category includes the audit of our annual financial statements, review of financial statements included in our Quarterly Reports on Form 10-Q and services that are normally provided by the independent registered public accounting firm in connection with engagements for those fiscal years. This category also includes advice on audit and accounting matters that arose during, or as a result of, the audit or the review of interim financial statements.

Audit-Related Fees — This category consists of assurance and related services by the independent registered public accounting firm that are reasonably related to the performance of the audit or review of our financial statements and are not reported above under “Audit Fees.” The services for the fees disclosed under this category include consultation regarding our correspondence with the Securities and Exchange Commission and other accounting consulting.

Tax Fees — This category consists of professional services rendered by our independent registered public accounting firm for tax compliance and tax advice. The services for the fees disclosed under this category include tax return preparation and technical tax advice.

All Other Fees — This category consists of fees for other miscellaneous items.

Our board of directors has adopted a procedure for pre-approval of all fees charged by our independent registered public accounting firm. Under the procedure, the Board approves the engagement letter with respect to audit, tax and review services. Other fees are subject to pre-approval by the Board, or, in the period between meetings, by a designated member of the Board. Any such approval by the designated member is disclosed to the entire Board at the next meeting. The audit fees paid to the auditors with respect to 2018 were pre-approved by the entire board of directors.

Item 15.

Exhibits and Financial Data Schedules.

		Incorporated by Reference			Filed or
No.	Exhibit Description	Form	Date Filed	Exhibit Number	Furnished Herewith

2	Agreement and Plan of Reorganization(incorporated by reference to Exhibit 2 to the Registration Statement on Form 10, filed November 3, 1999, as amended.	Form 10	11/03/99	2
3(i)	Articles of Incorporation	Form 10	11/03/99	3(i)
3(ii)	Bylaws	Form 10	11/03/99	3(ii)
3(iii)	Articles of Amendment to the Articles of Incorporation	8-K	11/13/17	3.2
4.1	Form of Notice Regarding the Amendment to Option	8-K	09/05/14	4.1
10.1	Technology Purchase Agreement between Schlumberger Technology Corporation, Schlumberger Canada Limited, and Schlumberger B.V. And Enviro Voraxial Technology, Inc. and Florida Precision Aerospace, Inc. dated as of March 13, 2017	8-K	3/15/17	10.1
10.2	Lease Agreement dated December 14, 2018				Filed
10.3	Grant Back License effective June 8, 2017				*
10.4	Supply Agreement effective June 8, 2017				*
14	Code of Ethics	10-K	04/14/04	14
21	Subsidiaries of the Registrant	Form 10	11/03/99	21
31.1	Rule 13a-14(a)/15d-4(a) Certification of Chief Executive Officer				Filed
31.2	Rule 13a-14(a)/15d-4(a) Certification of principal financial and accounting officer				Filed
32.1	Section 1350 Certification of Chief Executive Officer and principal financial and accounting officer				Filed

101.INS	XBRL Instance Document				Filed
101.SCH	XBRL Taxonomy Extension Schema Document				Filed
101.CAL	XBRL Taxonomy Calculation Linkbase Document				Filed
101.DEF	XBRL Taxonomy Extension Definition Linkbase Document				Filed
101.LAB	XBRL Taxonomy Extension Label Linkbase Document				Filed
101.PRE	XBRL Taxonomy Extension Presentation Linkbase Document				Filed

*	To be filed

Item 16.

Form 10-K Summary.

None.

SIGNATURES

Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the registrant caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.

ENVIRO TECHNOLOGIES, INC.

By: /s/ John A. DiBella

John A. DiBella

Chief Executive Officer

April 1, 2019

Pursuant to the requirements of the Securities Exchange Act of 1934, this report has been signed below by the following persons on behalf of the registrant and in the capacities and on the date indicated.

By: /s/ John A. DiBella

John A. DiBella, Director, Chief Executive Officer, principal executive officer, principal financial and accounting officer

April 1, 2019

By: /s/ Raynard Veldman

Raynard Veldman, Director

April 1, 2019

INDEX TO FINANCIAL STATEMENTS ENVIRO TECHNOLOGIES, INC. CONSOLIDATED FINANCIAL STATEMENTS


CONTENTS
	PAGE
REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM	F-1

CONSOLIDATED BALANCE SHEETS AS OF DECEMBER 31, 2018 AND 2017	F-2
CONSOLIDATED STATEMENTS OF OPERATIONS FOR THE YEARS ENDED DECEMBER 31, 2018 AND 2017	F-3

CONSOLIDATED STATEMENTS OF CHANGES IN SHAREHOLDERS’ DEFICIENCY FOR THE YEARS ENDED DECEMBER 31, 2018 AND 2017	F-4


CONSOLIDATED STATEMENTS OF CASH FLOWS FOR THE YEARS ENDED DECEMBER 31, 2018 AND 2017	F-5


NOTES TO CONSOLIDATED FINANCIAL STATEMENTS	F-6 – F-15

REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

To the Shareholders and Board of Directors of:

Enviro Technologies, Inc.

Opinion on the Consolidated Financial Statements

We have audited the accompanying consolidated balance sheets of Enviro Technologies, Inc. and Subsidiary (the “Company”) as of December 31, 2018 and 2017, and the related consolidated statements of operations, changes in shareholders’ deficiency and cash flows for each of the two years in the period ended December 31, 2018, and the related notes. In our opinion, the consolidated financial statements present fairly, in all material respects, the financial position of the Company as of December 31, 2018 and 2017 and the results of its operations and its cash flows for each of the two years then ended, in conformity with accounting principles generally accepted in the United States of America.

Explanatory Paragraph – Going concern

The accompanying consolidated financial statements have been prepared assuming that the Company will continue as a going concern. As discussed in Note B to the consolidated financial statements, the Company has a working capital deficit of approximately $566,000 and an accumulated deficit of approximately $15,486,000. These factors raise substantial doubt about the Company’s ability to continue as a going concern. Management’s plan in regards to these matters are described in Note B of the consolidated financial statements. The consolidated financial statements do not include any adjustments that might result from the outcome of this uncertainty.

Basis for Opinion

These consolidated financial statements are the responsibility of the Company’s management. Our responsibility is to express an opinion on the Company’s consolidated financial statements based on our audits. We are a public accounting firm registered with the Public Company Accounting Oversight Board (United States) (“PCAOB”) and are required to be independent with respect to the Company in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.

We conducted our audits in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement, whether due to error or fraud. The Company is not required to have, nor were we engaged to perform, an audit of its internal controls over financial reporting. Accordingly, we express no such opinion.

Our audits included performing procedures to assess the risks of material misstatement of the financial statements, whether due to error or fraud, and performing procedures that respond to those risks. Such procedures including examining, on a test basis, evidence regarding the amounts and disclosures in the financial statements. Our audits include evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation. We believe that our audits provide a reasonable basis for our opinion.

/s/ Liggett & Webb, P.A.

LIGGETT & WEBB, P.A.

Certified Public Accountants

We have served as the Company’s auditor since 2012

Boynton Beach, Florida

April 1, 2019

F- 1

ENVIRO TECHNOLOGIES, INC. AND SUBSIDIARY CONSOLIDATED BALANCE SHEETS
		December 31, 2018			December 31, 2017
ASSETS
CURRENT ASSETS:
Cash and cash equivalents	$	1,223,863		$	1,010,434
Accounts receivable, net		4,039			154,104
Inventory, net		376,318			171,434
Prepaid expenses		207,250			15,721
Total current assets		1,811,470			1,351,693
FIXED ASSETS, NET		394,436			439,495
OTHER ASSETS		10,143			10,526
Total Assets	$	2,216,049		$	1,801,714
LIABILITIES AND SHAREHOLDERS’ DEFICIENCY
CURRENT LIABILITIES
Accounts payable and accrued expenses	$	464,562		$	245,339
Accrued expenses – related party		813,761			1,189,761
Deposits from customer		1,035,706			32,090
Equipment note payable, current portion		63,832			50,640
Total current liabilities		2,377,861			1,517,830
LONG-TERM LIABILITIES
Equipment note payable, less current portion		226,172			290,004
Total Liabilities		2,604,033			1,807,834
COMMITMENTS AND CONTINGENCIES (See Note J)
SHAREHOLDERS’ DEFICIENCY
Common stock, $.001 par value, 250,000,000 shares authorized; 35,784,497 and 33,534,497 shares issued and outstanding as of December 31, 2018 and December 31, 2017		35,785			33,535
Additional paid-in capital		15,061,889			14,949,139
Accumulated deficit		(15,485,658)			(14,988,794)
Total shareholders’ deficiency		(387,984	)		(6,120)
Total liabilities and shareholders’ deficiency	$	2,216,049		$	1,801,714

The accompanying notes are an integral part of the consolidated financial statements.

F- 2

ENVIRO TECHNOLOGIES, INC. AND SUBSIDIARY CONSOLIDATED STATEMENTS OF OPERATIONS
			Years Ended December 31,
			2018			2017

Revenues, net	$		1,308,762		$	265,160
Cost of goods sold			703,271			112,193
Gross profit			605,491			152,967
Expenses:
Selling, general and administrative			330,105			223,695
Payroll expenses			449,322			650,313
Professional Fees			298,900			94,964
Total costs and expenses			1,078,327			968,972
Loss from operations			(472,836	)		(816,005)
Other Income and (Expenses):
Sale – Intellectual property			--			2,920,000
Interest expense			(24,028	)		(33,325)
Total other income (expense)			(24,028)			2,886,675
Net income (loss) before provision for income taxes			(496,864)			2,070,670
Provision for Income taxes			--			--
Net income (loss)		$	(496,864)		$	2,070,670
Net Income (loss) per share
Basic		$	(0.01)		$	0.06
Diluted		$	(0.01)		$	0.05
Weighted average number of common shares
Basic			34,917,374			33,522,004
Diluted			34,917,374			43,139,861

The accompanying notes are an integral part of the consolidated financial statements.

F- 3

ENVIRO TECHNOLOGIES, INC. AND SUBSIDIARY CONSOLIDATED STATEMENTS OF CHANGES IN SHAREHOLDERS’ DEFICIENCY FOR THE YEARS ENDED DECEMBER 31, 2018 AND 2017


	Common Stock
	Shares		Par Value		Additional Paid-In Capital		Accumulated Deficit			Total
Balance - December 31, 2016	33,464,497	$	33,465	$	14,947,209	$	(17,059,464	)	$	(2,078,790	)
Stock issued with notes payable	70,000		70		1,930		--			2,000
Net Income	--		--		--		2,070,670			2,070,670
Balance - December 31, 2017	33,534,497	$	33,535	$	14,949,139	$	(14,988,794	)	$	(6,120	)
Issuance of common stock for services	2,250,000		2,250		112,750		--			115,000
Net loss	--		--		--		(496,864	)		(496,864	)
Balance - December 31, 2018	35,784,497	$	35,785	$	15,061,889	$	(15,485,658	)	$	(387,984	)

The accompanying notes are an integral part of the consolidated financial statements.

F- 4

ENVIRO TECHNOLOGIES, INC. AND SUBSIDIARY CONSOLIDATED STATEMENTS OF CASH FLOWS
	Years Ended December 31,
	2018			2017
Cash Flows From Operating Activities:
Net income (loss)	$	(496,864)		$	2,070,670
Adjustments to reconcile net loss to net
cash provided by operating activities:
Provision for Inventory Reserves		--			(24,657)
Provision for Doubtful Accounts		--			(6,078)
Depreciation		45,059			22,108
Stock issued for services to officer and director		100,000			--
Stock issued for services to consultant		15,000			--
Stock issued for interest		--			2,000
Changes in assets and liabilities:
Accounts receivable		150,065			(146,574)
Inventories		(204,884	)		(69,880)
Prepaid expenses		(191,529	)		(15,721)
Other Assets		383			(500)
Accounts payable, accrued expenses and deposits		262,885			(278,380)
Accrued expenses – related party		(419,662	)		(409,985)
Deposits from customers		1,003,616			(63,600)
Net cash provided by operating activities		264,069			1,079,403
Cash Flows From Investing Activities:
Purchase of equipment		--			(109,942)
Net cash used in Investing Activities		--			(109,942)
Cash Flows From Financing Activities:
Advances from Related Party		--			46,354
Repayments to Related Party		--			(46,354)
Note Payable Issuances		--			220,000
Repayments of Equipment Note Payable		(50,640)			--
Repayments of Note Payable		--			(220,000)
Net Cash used in financing activities		(50,640)			--
Net increase in cash and cash equivalents		213,429			969,461
Cash and cash equivalents, beginning of year		1,010,434			40,973
Cash and cash equivalents, end of year	$	1,223,863		$	1,010,434
Supplemental Disclosure:
Cash paid during the year for interest	$	24,028		$	30,528
Cash paid during the year for taxes	$	--		$	--

Supplemental Disclosure of non-cash investing and financing activities:
Financed purchase of equipment	$	--		$	340,644
Stock issued with notes payable	$	--		$	2,000

The accompanying notes are an integral part of the consolidated financial statements.

F- 5

Enviro Technologies, Inc. and Subsidiary

Notes to Consolidated Financial Statements

December 31, 2018 and 2017

NOTE A - ORGANIZATION AND OPERATIONS

Enviro Technologies, Inc., an Idaho corporation (the “Company”), is a manufacturer of environmental and industrial separation technology. The Company developed, and now manufactures the Voraxial ^® Separator for Cameron Solutions, Inc., an affiliate of Schlumberger Technology Corporation for a period of 3 years. The Voraxial is a patented technology that was sold to Schlumberger Technology Corporation, a Texas corporation, Schlumberger Canada Limited, a Canadian entity, and Schlumberger B.V., an entity organized under the laws of the Netherlands (collectively, “Schlumberger”) on June 8, 2017. The Company received a Grant Back License to sell the Separation Technology in markets outside of the oil and gas markets, which include oil exploration and production, oil refineries, oil spill, mining, sewage, manufacturing, waste-to-energy and food processing industry.

Florida Precision Aerospace, Inc., a Florida corporation (“FPA”), is the wholly-owned subsidiary of the Company and is used to manufacture, assemble and test the Voraxial Separator. Effective November 10, 2017 the Company filed Articles of Amendment to its Articles of Incorporation changing the Company’s name from “Enviro Voraxial Technology, Inc.” to “Enviro Technologies, Inc.” and increasing its authorized common stock to 250,000,000 shares.

NOTE B – going concern

While the Company has historically experienced recurring net losses, on June 8, 2017, the Company completed a Technology Purchase Agreement with Schlumberger for the sale of the Company’s intellectual property in consideration of up to $4,000,000, of which $3,000,000 was paid at closing and the balance was paid in August, 2018 upon the completion of both: (i) the complete transfer of the intellectually property to Schlumberger; and (ii) the provision to transfer information, assets and services to Schlumberger. In addition, at closing FPA entered into a Framework Agreement (the “Supply Agreement”) with Cameron Solutions, Inc. (“Cameron Solutions”), a Houston, Texas-based company engaged in the development, manufacture and sale of equipment used in the oil and gas industry. Under the terms of the three-year Supply Agreement, FPA is the exclusive supplier to Cameron Solutions of certain Voraxial series products for use in the oil and gas industry. Pursuant to the Technology Purchase Agreement, Schlumberger also granted us non-exclusive, worldwide, royalty-free licenses (the “Grant Back Licenses”) for the sale of the technology outside the oil and gas industry. We rebranded the technology and it is now called V-Inline. Our management believes that the Grant Back License will provide us the opportunity to possibly leverage future Schlumberger sales in the oil and gas market to penetrate the sale and use of licensed V-Inline products to other industries, including, but not limited to mining, sewage and industrial wastewater.

We believe that including our current cash resources and anticipated revenue to be generated under the Grant Back Licenses and Supply Agreement, we will have sufficient resources to continue business operations in excess of 12 months. However, we have not yet generated significant revenues from the Supply Agreement or Grant Back License. There is no assurance that the Supply Agreement will generate sufficient revenues and income, nor is there any assurance that we will be able to leverage the Grant Back License and generate sufficient revenues from other industries.

At December 31, 2018, we had an accumulated deficit of $15,485,658 including a net loss of $496,864 for the year ended December 31, 2018. We may not be able to sustain or increase our profitability on a quarterly or annual basis. If we fail to sustain or increase our profitability on a quarterly or annual basis, or to raise additional funds when needed, or do not have sufficient cash flows from sales, we may be required to scale back or cease operations, sell or liquidate our assets and possibly seek bankruptcy protection. As a result of the above, there is substantial doubt about the ability of the Company to continue as a going concern and the accompanying consolidated financial statements have been prepared assuming that the Company will continue as a going concern. The accompanying consolidated financial statements do not include any adjustments that may result from the outcome of this uncertainty.

NOTE C - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

Principles of Consolidation

The consolidated financial statements include the accounts of the parent company, Enviro Technologies, Inc., and its wholly-owned subsidiary, Florida Precision Aerospace, Inc. All significant intercompany accounts and transactions have been eliminated.

F- 6

Enviro Technologies, Inc. and Subsidiary

Notes to Consolidated Financial Statements

December 31, 2018 and 2017

Estimates

Revenue Recognition

The Company derives its revenue from the sale and short-term rental of the Voraxial Separator. We account for revenue in accordance with ASC Topic 606, which we adopted on January 1, 2018, using the modified retrospective method. The adoption of ASC Topic 606 did not have a material impact on the timing or amounts of revenue recognized in our consolidated financial statements and therefore did not have a material impact on our financial position, results of operations, equity or cash flows as of the adoption date or for the year ended December 31, 2018. We did not recognize any cumulative-effect adjustment to retained earnings upon adoption as the impact was immaterial. Also, the comparative information has not been restated and continues to be reported under the accounting standards in effect for those periods.

Revenues that are generated from sales of equipment are typically recognized upon shipment. Our standard agreements generally do not include customer acceptance or post shipment installation provisions. However, if such provisions have been included or there is an uncertainty about customer order, revenue is deferred until we have evidence of customer order and all terms of the agreement have been complied with. As of December 31, 2018 and 2017, respectively, there was $1,035,706 and $32,090, respectively, of deposits from customers. The increase in deposits from customer is attributed to the purchase order we received from a utility customer for a wastewater treatment system that is comprised of multiple V-Inline Separators. We anticipate that the project will be completed in the third quarter of 2019.

The Company recognizes revenue from the short term rental of equipment, ratably over the life of the agreement, which is usually three to twelve months.

Accounts Receivable

Accounts receivable are presented net of an allowance for doubtful accounts. The company maintains allowances for doubtful accounts for estimated losses. The company reviews the accounts receivable on a periodic basis and makes general and specific allowance when there is a doubt as to the collectability of individual balances. In evaluating the collectability of individual receivable balances, the Company considers many factors, including the age of the balance, customer’s historical payment history, and its current credit-worthiness and current economic trends. Accounts are written off after exhaustive efforts at collections. At December 31, 2018 and 2017, the Company has $60,254 and $60,254 in the allowance for doubtful accounts, respectively.

Fair Value of Instruments

The carrying amounts of the Company's financial instruments, including cash and cash equivalents, inventory, prepaid expense, accounts payable, accrued expenses and deposits from customers at December 31, 2018 and 2017, approximate their fair value because of their relatively short-term nature.

ASC 820 “Disclosures about Fair Value of Financial Instruments,” requires disclosures of information regarding the fair value of certain financial instruments for which it is practicable to estimate the value. For purpose of this disclosure, the fair value of a financial instrument is the amount at which the instrument could be exchanged in a current transaction between willing parties, other than in a forced sale of liquidation.

The Company accounts for certain assets and liabilities at fair value. The hierarchy below lists three levels of fair value based on the extent to which inputs used in measuring fair value is observable in the market. We categorize each of our fair value measurements in one of these three levels based on the lowest level input that is significant to the fair value measurement in its entirety. These levels are:

F- 7

Enviro Technologies, Inc. and Subsidiary

Notes to Consolidated Financial Statements

December 31, 2018 and 2017

Level 1—inputs are based upon unadjusted quoted prices for identical instruments traded in active markets. We have no Level 1 instruments as of December 31, 2018 and 2017.

Level 2—inputs are based upon quoted prices for similar instruments in active markets, quoted prices for identical or similar instruments in markets that are not active, and model-based valuation techniques (e.g. the Black-Scholes model) for which all significant inputs are observable in the market or can be corroborated by observable market data for substantially the full term of the assets or liabilities. Where applicable, these models project future cash flows and discount the future amounts to a present value using market-based observable inputs including interest rate curves, foreign exchange rates, and forward and spot prices for currencies and commodities. We have no Level 2 instruments as of December 31, 2018 and 2017.

Level 3—inputs are generally unobservable and typically reflect management’s estimates of assumptions that market participants would use in pricing the asset or liability. The fair values are therefore determined using model-based techniques, including option pricing models and discounted cash flow models. We have no Level 3 instruments as of December 31, 2018 and 2017.

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. The Company maintains its cash balances with various financial institutions. Balances at these institutions may at times exceed the Federal Deposit Insurance Corporate limits. As of December 31, 2018 and 2017, we have a cash concentration in excess of the FDIC limit of $957,717 and $719,068, respectively.

Inventory

Inventory consists of components for the Voraxial Separator and is priced at lower of cost or net realizable value. Net realizable value is defined as sales price less cost of completion, disposable and transportation and a normal profit margin. Inventory may include units being rented on a short term basis or components held by third parties in connection with pilot programs as part of the continuing evaluation by such third parties as to the effectiveness and usefulness of the service to be incorporated into their respective operations. The third parties do not have a contractual obligation to purchase the equipment. The Company maintains the title and risk of loss. Therefore, these units are included in the inventory of the Company.

Fixed Assets

Fixed assets are stated at cost less accumulated depreciation. The cost of maintenance and repairs is expensed to operations as incurred. Depreciation is computed by the straight-line method over the estimated economic useful life of the assets (5-10 years). Gains and losses recognized from the sales or disposal of assets is the difference between the sales price and the recorded cost less accumulated depreciation less costs of disposal.

Net Income (Loss) Per Share

In accordance with the accounting guidance now codified as FASB ASC Topic 260, “ Earnings per Share” basic earnings (loss) per share is computed by dividing net income (loss) by weighted average number of shares of common stock outstanding during each period. Diluted earnings (loss) per share is computed by dividing net income (loss) by the weighted average number of shares of common stock, common stock equivalents and potentially dilutive securities outstanding during the period.

As of December 31, 2018 and 2017, there were 13,465,000 and 13,465,000 shares issuable upon the exercise of options, respectively, common stock equivalent shares are excluded from the computation of net loss per share if their effect is anti-dilutive. The Company had net income for the year ended December 31, 2017. A separate computation of diluted earnings per share is presented using the treasury stock method.

Income Taxes

The Company accounts for income taxes under ASC 740-10-25. Under ASC 740-10-25, deferred tax assets and liabilities are recognized for the future tax consequences attributable to differences between the financial statement carrying amounts of existing assets and liabilities and their respective tax bases. Deferred tax assets and liabilities are measured using enacted tax rates expected to apply to taxable income in the years in which those temporary differences are expected to be recovered or settled. Under ASC 740-10-25, the effect on deferred tax assets and liabilities of a change in tax rates is recognized in income in the period that includes the enactment date.

F- 8

Enviro Technologies, Inc. and Subsidiary

Notes to Consolidated Financial Statements

December 31, 2018 and 2017

Research and Development Expenses

Research and development costs, which includes travel expenses, consulting fees, subcontractors and salaries are expensed as incurred.

There was $0 and $12,705 in research and development costs during December 31, 2018 and 2017, respectively.

Advertising Costs

Advertising costs are expensed as incurred and are included in general and administrative expenses. There was $1,417 and $1,159 in advertising costs during December 31, 2018 and 2017, respectively.

Stock-Based Compensation

The Company accounts for stock-based instruments issued to employees for services in accordance with ASC 718 “Compensation – Stock Compensation.” ASC 718 requires companies to recognize in the statement of operations the grant-date fair value of stock options and other equity based compensation issued to employees. The value of the portion of an employee award that is ultimately expected to vest is recognized as an expense over the requisite service periods using the straight-line attribution method. The Company accounts for non-employee share-based awards in accordance with the measurement and recognition criteria of ASC 505-50, “Equity-Based Payments to Non-Employees.”

Reclassifications

Certain amounts from prior periods have been reclassified to conform to the current period presentation. These reclassifications had no impact on the Company's net income (loss) or cash flows.

NOTE D – RECENT ACCOUNTING PRONOUNCEMENTS

In February 2016, Financial Accounting Standards Board Accounting Standards Certification (“FASB”) issued Accounting Standards Update (“ASU”) 2016-02, “ Leases ”, which will amend current lease accounting to require lessees to recognize (i) a lease liability, which is a lessee’s obligation to make lease payments arising from a lease, measured on a discounted basis, and (ii) a right-of-use asset, which is an asset that represents the lessee’s right to use, or control the use of, a specified asset for the lease term. ASU 2016-02 does not significantly change lease accounting requirements applicable to lessors; however, certain changes were made to align, where necessary, lessor accounting with the lessee accounting model. This standard will be effective for fiscal years beginning after December 15, 2018, including interim periods within those fiscal years. The adoption of ASU 2016-02 will have an impact on our consolidated balance sheet as we will record material assets and obligations primarily related to our corporate office lease. We expect to record operating lease liability of approximately $290,000 based on the present value of the remaining minimum rental payments using discount rates as of the effective date. We expect to record corresponding right-of-use asset of approximately $290,000, based upon the operating lease liability as of January 1, 2019. We do not expect a material impact on our consolidated statement of income or our statement of cash flows.

In August 2015, FASB issued ASU 2015-14, “ Revenue from Contracts with Customers (Topic 606): Deferral of the Effective Date ” defers the effective date ASU 2014-09 for all entities by one year. Public business entities, certain not-for-profit entities, and certain employee benefit plans should apply the guidance in Update 2014-09 to annual reporting periods beginning after December 15, 2017, including interim reporting periods within that reporting period. Earlier application is permitted only as of annual reporting periods beginning after December 15, 2016, including interim reporting periods within that reporting period. All other entities should apply the guidance in Update 2014-09 to annual reporting periods beginning after December 15, 2018, and interim reporting periods within annual reporting periods beginning after December 15, 2019. All other entities may apply the guidance in ASU 2014-09 earlier as of an annual reporting period beginning after December 15, 2016, including interim reporting periods within that reporting period. All other entities also may apply the guidance in Update 2014-09 earlier as of an annual reporting period beginning after December 15, 2016, and interim reporting periods within annual reporting periods beginning one year after the annual reporting period in which the entity first applies the guidance in ASU 2014-09. The Company adopted these standards on January 1, 2018. The adoption did not have a material impact on the timing or amounts of revenue recognized in our consolidated financial statements and therefore did not have a material impact on our financial position, results of operations, equity or cash flows as of the adoption date or for the year ended December 31, 2018. We did not recognize any cumulative-effect adjustment to retained earnings upon adoption as the impact was immaterial. Also, the comparative information has not been restated and continues to be reported under the accounting standards in effect for those periods.

In June 2018, FASB issued ASU 2018-07 “ Compensation – Stock Compensation (Topic 718): Improvements to

F- 9

Enviro Technologies, Inc. and Subsidiary

Notes to Consolidated Financial Statements

December 31, 2018 and 2017

Nonemployee Share-Based Payment Accounting.” This ASU relates to the accounting for non-employee share-based payments. The amendment in this Update expands the scope of Topic 718 to include all share-based payment transactions in which a grantor acquired goods or services to be used or consumed in a grantor’s own operations by issuing share-based payment awards. The ASU excludes share-based payment awards that relate to (1) financing to the issuer or (2) awards granted in conjunction with selling goods or services to customers as part of a contract accounted for under Topic 606, revenue from Contracts from Customers. The share-based payments are to be measured at grant-date fair value of the equity instruments that the entity is obligated to issue when the good or service has been delivered or rendered and all other conditions necessary to earn the right to benefit from the equity instruments have been satisfied. This standard will be effective for public business entities for fiscal years beginning after December 15, 2018, including interim periods within that fiscal year. For all other entities, the amendments are effective for fiscal years beginning after December 15, 2019, and interim periods within fiscal years beginning after December 14, 2020. Early adoption is permitted but no earlier than an entity’s adoption of Topic 606. We are currently reviewing the provisions of this ASU to determine if there will be any impact on our results of operations, cash flows or financial condition.

All other newly issued accounting pronouncements, but not yet effective, have been deemed either immaterial or not applicable.

NOTE E- INVENTORY

Inventory as of December 31 consists of:

		2018		2017
Raw Materials, net	$	90,656	$	32,074
Work in Progress, net		80,609		139,360
Finished Goods, net		205,053		---
Total	$	376,318	$	171,434

Inventory amounts are presented net of allowance for inventory reserves of $42,752 and $42,752 as of December 31, 2018 and 2017, respectively.

NOTE F - FIXED ASSETS

Fixed assets as of December 31 consists of:
	2018			2017
Machinery and equipment		$	933,245	$	933,245
Furniture and fixtures			14,498		14,498
Autos and Trucks			5,294		5,294
Total			953,037		953,037
Less: accumulated depreciation			(558,601)		(513,542)
Fixed Assets, net	$		394,436	$	439,495

Depreciation expense was $45,059 and $22,108 for the years ended December 31, 2018 and 2017, respectively.

In July 2017, the Company entered into a financing agreement for the purchase of CNC machining equipment valued at approximately $426,000. The machining equipment was received in July 2017 and will be used for the manufacture of Voraxial Separators in preparation of potential future orders under the Supply Agreement and sales pursuant to the Grant Back Licenses. Under the terms of the agreement the Company made an initial down payment of $85,661 and is required to make monthly payments of $6,788 through January 2023. In addition, the Company incurred $24,281 of installation costs. As of December 31, 2018 and 2017 the amount owed is $290,004 and $340,644, respectively.

NOTE G – NOTES PAYABLE

On February 3, 2017, the Company received an advance of $150,000 from a third party investor pursuant to a $165,000 discounted promissory note (the “February 2017 Note”). The Company agreed to pay interest to the noteholder on the principal face amount of $165,000 at a rate of 2.5% per month in the event the February 2017 Note was not repaid on or before May 31, 2017. The February 2017 Note was repaid as of December 31, 2017. As additional consideration for the February 2017 Note, the Company issued the noteholder 50,000 shares of the Company’s common stock with a fair value of $1,000. See Note I below.

F- 10

Enviro Technologies, Inc. and Subsidiary

Notes to Consolidated Financial Statements

December 31, 2018 and 2017

On May 25, 2017, the Company received advances in the aggregate of $70,000 from two third party investors pursuant to two $37,000 discounted promissory notes (the “May 2017 Notes”). The Company agreed to pay interest to the noteholders on the principal face amount of the May 2017 Notes at a rate of 2.5% per month in the event the May 2017 Notes were not repaid on or before May 31, 2018. The May 2017 Notes were repaid as of December 31, 2017. As additional consideration for the May 2017 Notes, the Company issued each noteholder 10,000 shares of the Company’s common stock with a total fair value of $1,000. See Note I below.

In July 2017, the Company entered into a financing agreement for the purchase of CNC machining equipment valued at approximately $426,000. The machining equipment was received in July 2017 and will be used for the manufacture of Voraxial Separators in preparation of potential future orders under the Supply Agreement and sales pursuant to the Grant Back Licenses. Under the terms of the agreement the Company made an initial down payment of $85,661 and financed the remaining balance of $340,644. The Company is required to make monthly payments of $6,788 through January 2023. As of December 31, 2018 and 2017, the amount owed is $290,004 and $340,644, respectively.

Future minimum payments at December 31, 2018 are as follows:

2019	$	81,456
2020		81,456
2021		81,456
2022 and thereafter		88,244
Future Minimum Equipment Note Payable Payments		332,612
Less Amount Representing Interest		(42,608)
Present Value of Minimum Equipment Note Payable Payments		290,004
Less Current Portion		(63,832)
Long-Term Obligations under Equipment Note Payable	$	226,172

NOTE H - RELATED PARTY TRANSACTIONS

For each of the years ended December 31, 2018 and 2017, the Company incurred salary expenses from the Chief Executive Officer of the Company of $210,000 and $305,000, respectively. In January 2018, the Board of Directors approved a $95,000 reduction in salary for our CEO. In March, 2018, the Board of Directors also approved the health insurance benefit for our CEO. During the years ended December 31, 2018 and 2017, $586,000 and $580,000, respectively, of salary and accrued salary have been paid. The unpaid balance has been included in accrued expenses- related party. As of December 31, 2018 and 2017, the accrued salary is $813,761 and $1,189,761, respectively.

The CEO advanced $46,354 to the Company for working capital in 2017. This advance is non-interest bearing and due on demand. The CEO was repaid the full amount in 2017.

Effective July 1, 2017, Raynard Veldman, a member of the Company’s board of directors receives a fee of $2,500 per month for consulting services. For the years ended December 31, 2018 and 2017, Raynard Veldman received consulting fees of $30,000 and $15,000, respectively.

F- 11

Enviro Technologies, Inc. and Subsidiary

Notes to Consolidated Financial Statements

December 31, 2018 and 2017

NOTE I – SHAREHOLDERS’ EQUITY

Common Stock

As additional consideration for the February 2017 Note, the Company issued the noteholder 50,000 shares of the Company’s common stock with a fair value of $1,000. See Note G above .

As additional consideration for the May 2017 Notes, the Company issued each noteholder 10,000 shares of the Company’s common stock with a total fair value of $1,000. See Note G above.

On April 16, 2018, we entered into a 12-month business advisory consulting agreement. Under the terms of the agreement, the Company issued 250,000 restricted shares of common stock for services. The fair value of these shares is $15,000.

Options

The Black-Scholes option-pricing model was developed for use in estimating the fair value of traded options, which have no vesting restrictions and are fully transferable. In addition, option valuation models require the input of highly subjective assumptions including the expected stock price volatility. Because the Company’s stock options and warrants have characteristics different from those of its traded stock, and because changes in the subjective input assumptions can materially affect the fair value estimate, in management’s opinion, the existing models do not necessarily provide a reliable single measure of the fair value of such stock options. The risk-free interest rate is based upon quoted market yields for United States Treasury debt securities with a term similar to the expected term. The expected dividend yield is based upon the Company’s history of having never issued a dividend and management’s current expectation of future action surrounding dividends. Expected volatility was based on historical data for the trading of our stock on the open market. The expected lives for such grants were based on the simplified method for employees and officers.

Information with respect to options outstanding and exercisable at December 31, 2018 and 2017 is as follows:

	Number	Range of Exercise		Number
	Outstanding		Price	Exercisable
Balance, December 31, 2016	13,465,000	$0.01		13,465,000
Issued	-		-	-
Expired	-		-	-
Balance, December 31, 2017	13,465,000	$0.01		13,465,000
Issued	-		-	-
Expired	-		-	-
Balance, December 31, 2018	13,465,000		$0.01	13,465,000

The following table summarizes information about the stock options outstanding at December 31, 2018 and 2017:

Number Outstanding December 31, 2018	Weighted Average Remaining Contractual Life	Weighted Average Exercise Price	Number Exercisable at December 31, 2018	Weighted Average Exercise Price
13,465,000	4.88	$0.01	13,465,000	$0.01
13,465,000	-	-	13,465,000

F- 12

Enviro Technologies, Inc. and Subsidiary

Notes to Consolidated Financial Statements

December 31, 2018 and 2017

Number

Outstanding at

December 31, 2017

Weighted Average

Remaining

Contractual Life

Weighted

Average

Exercise Price

Number

Exercisable at

December 31, 2017

Weighted

Average

Exercise Price

13,465,000

5.88

$0.01

13,465,000

$0.01

13,465,000

The aggregate intrinsic value represents the excess amount over the exercise price optionees would have received if all the options have been exercised on the last business day of the period indicated based on the Company’s closing stock price for such day. The aggregate intrinsic value as of December 31, 2018 is $457,810.

NOTE J - COMMITMENTS AND CONTINGENCIES

Termination of Use Agreement

On December 29, 2016, the Company entered into a termination, assignment, settlement and general release agreement with an inventor named on certain Company patents and party to a use agreement with the Company. Under the release agreement the parties agreed to mutual releases and the inventor agreed to (1) terminate the use agreement and all rights to the patents and (2) assign any remaining rights to the patents to the Company in consideration of $45,000 (the “Termination Fee”), which was included as a direct cost of the Technology Purchase Agreement. The Company satisfied its obligation to the inventor in May, 2017.

Litigation

On or about November 17, 2011, a claim was filed in the Broward County Circuit Court in Fort Lauderdale, Florida against the company by Raw Energy Tech, LLC. The plaintiff alleges breach of an oral contract between the parties for the alleged design, fabrication and construction of a prototype power pack. Amount of damages sought are approximately $58,000. On October 5, 2017 the lawsuit by Raw Energy Tech, LLC against the Company was settled and voluntarily dismissed by the plaintiff.

Customer Deposit

The Company received a substantial deposit from a customer in the utility industry, which has filed for bankruptcy protection. The customer has paid multiple deposits totaling $1,035,706 as of December 31, 2018. The balance is included in our balance sheet as “Deposits from customers”. In January 2019, our customer filed for bankruptcy protection. We retained counsel to review our contract and the bankruptcy filing. As of March 29, 2019, our counsel does not believe this bankruptcy filing will negatively affect the purchase order we received. However, if the customer was to cancel the order or under bankruptcy law we were required to return the deposit, then our operations would be adversely affected.

Operating Lease

In December 2018, the Company entered into a three (3) year lease for an office and manufacturing facility located at 821 NW 57 ^th Place, Fort Lauderdale, FL 33309. The lease is $4,839 per month, which includes common area maintenance, taxes and insurance and expires in October 2021. The lease has a one-time renewal option for three years and an increased base rent of 3%. The Company has the option to terminate the lease with three months’ notice.

Future minimum lease payments for operating leases at December 31, 2018 are as follows:
2019	$	58,065
2020		58,065
2021		48,388
Total	$	164,518

NOTE K - SALE OF INTELLECTUAL PROPERTY

On June 8, 2017, the Company and FPA, our wholly owned subsidiary (collectively, the “Sellers”), closed the transactions contemplated by the Technology Purchase Agreement dated March 13, 2017 with Schlumberger Technology Corporation, a Texas

F-13

Enviro Technologies, Inc. and Subsidiary

Notes to Consolidated Financial Statements

December 31, 2018 and 2017

corporation, Schlumberger Canada Limited, a Canadian entity, and Schlumberger B.V., an entity organized under the laws of the Netherlands (collectively, (“Schlumberger”).

At closing, we sold our intellectual property (the “Purchased Intellectual Property”), substantially consisting of the Voraxial patents, marks, software and copyrights, to Schlumberger in consideration of up to $4,000,000, of which $3,000,000 was paid to us at closing and the balance of $1,000,000 was payable upon satisfaction of the following post-closing conditions: (i) the complete transfer of the Purchased Intellectually Property to Schlumberger; and (ii) the provision to transfer information, assets and services to Schlumberger.

In August 2018, we delivered multiple Voraxial units to Schlumberger. Upon delivery, the post-closing conditions were satisfied and the remaining $1,000,000 was received. We recognized the revenue during the year ended December 31, 2018. The amount is included in revenue, net in the accompanying consolidated statement of operations.

We utilized a portion of the proceeds from this transaction to pay most of our outstanding debt and are using the balance for general working capital. We used some of the proceeds to buy additional manufacturing equipment to meet potential future sales.

As part of the agreement, Schlumberger granted us a non-exclusive, worldwide, royalty-free licenses (the “Grant Back Licenses”), to make, use, sell, offer for sale, and import products and processes embodying the Purchase Intellectual Property outside the oil and gas market. In addition to the proceeds from the sale of our intellectual property, our management believes that the Grant Back License will provide for the potential increase of revenues through the sale of the intellectual technology, possibly leveraging future sales by Schlumberger in the oil and gas market to penetrate the sale and use of licensed products to other industries, including, but not limited to mining, sewage and wastewater.

In addition, at closing FPA entered into a Framework Agreement (the “Supply Agreement”) with Cameron Solutions, Inc. (“Cameron Solutions”), a Houston, Texas-based company engaged in the development, manufacture and sale of equipment used in the oil and gas industry. Under the terms of the three-year Supply Agreement, FPA is the exclusive supplier to Cameron Solutions of certain Voraxial series products for use in the oil and gas industry. Sales will be made from time to time in accordance with the terms of purchase orders. The Supply Agreement is cancellable by Cameron Solutions upon 15 days’ notice if FPA fails to meet delivery or performance schedules or breaches any of the terms of the agreement, including the warranties. Cameron Solutions may also cancel the Supply Agreement without notice in the event FPA becomes insolvent or commits any act of bankruptcy. The Supply Agreement contains customary indemnification and confidentiality provisions.

For a period of three years following the closing of the Agreement, the Company and Raynard Veldman and John Di Bella have agreed to not participate or cause participation in the oil-and-gas market in relation to phase or constituent sensing or separation which is defined as, liquid-liquid, liquid-solid or liquid-gas separation and gas or liquid sensing, including all product lines and services related thereto and including the Voraxial product line and services, except to the extent necessary to: (i) repair or service, but not remanufacture, any goods the Company sold to third persons prior to closing; (ii) fulfill, on or after closing, any customer obligation; or (iii) comply with any term or condition of the Agreement. In addition the Company shall take all reasonable measures to ensure the confidentiality and prevent the improper use of all trade secrets.

NOTE L – MAJOR CUSTOMERS

For the year ended December 31, 2018, two customers accounted for approximately 84% and 14% for a total of 98% of revenues. For the year ended December 31, 2017, two customers accounted for approximately 57% and 35% for a total of 92%of revenues. As of December 31, 2018, two customers represented 79% and 21% for a total of 100% of total accounts receivables. As of December 31, 2017, one customer represented 98% of total accounts receivables.

NOTE M – INCOME TAX

The Jobs Act (the “TCJA”) significantly revised the US corporate income tax by lowering the corporate federal income tax from 35% to 21%, effective January 1, 2018.

F-14

Enviro Technologies, Inc. and Subsidiary

Notes to Consolidated Financial Statements

December 31, 2018 and 2017

The significant components of the deferred tax asset at December 31, 2018 and 2017 were as follows:

		For the Years Ended December 31
		2018		2017
Statutory rate applied to income (loss) before income taxes	$	(125,930)	$	779,193
Increase (decrease) in income taxes results from:
Non-deductible expense		(74,052)		753
Change in tax rate estimates		--		1,321,015
Change in valuation allowance		199,982		(2,100,961)
Income tax expense (benefit)	$	--	$	--

The difference between income tax expense computed by applying the federal statutory corporate tax rate and provision for actual income tax is as follows:

	For the Years Ended December 31
	2018	2017
Income tax expense (benefit) at U.S. statutory rate of 34%	(21.00)%	34.00%
Income tax expense (benefit) - State	(4.35)%	3.63%
Non-deductible expense	(14.90)%	0.03%
Change in tax rate estimates	0.00%	63.80%
Change in valuation allowance	40.25%	-101.46%
Income tax expense (benefit)	--	--

Deferred income taxes result from temporary differences in the recognition of income and expenses for the financial reporting purposes and for tax purposes. The effects of temporary differences that gave rise to deferred tax assets are as follows:

		For the Years Ended December 31
Deferred tax assets:		2018		2017
Operating loss carryforwards	$	2,887,980	$	2,687,998
Gross deferred tax assets		2, 887,980		2,687,998
Valuation allowance		(2, 887,980)		(2,687,998)
Net deferred income tax asset	$	--	$	--

Increase in the deferred income tax asset is attributable to the estimated deferred income tax benefit arising from operating loss carry forward. The change in valuation allowance for the years ended December 31, 2018 and 2017 was an increase (decrease) of $199,982 and $(2,100,961), respectively.

The Company has made a 100% valuation allowance of the deferred income tax asset at December 31, 2018, as it is not expected that the deferred tax assets will be realized. The Company has a net operating loss carryforward of approximately $11,390,000 available to offset future taxable income.

The Company’s federal income tax returns for 2016, 2017 and 2018 remain subject to examination by the Internal Revenue Services and state tax authorities.

F- 15

Exhibit 10.2

BUSINESS LEASE AGREEMENT

FLORIDA PRECISION AEROSPACE, INC

821 N.W. 57 ^th Place, Ft. Lauderdale, Florida

This Business Lease Agreement (hereinafter referred to as “Lease”) dated this December, 14, 2018 , is by and between BAUMWALD HOLDINGS, LLC (hereinafter referred to as “Landlord/Manager”) FLORIDA PRECISION AEROSPACE, INC. (hereinafter referred to as “Tenant”). This business lease agreement supersedes and replaces all previous leases and amendments.

W I T N E S S E T H :

THAT FOR AND IN CONSIDERATION of the mutual covenants and agreements herein contained, the parties hereto do hereby covenant and agree as follows:

1. The Landlord does this day lease unto said Tenant and said Tenant does herein lease from the Landlord, that certain space identified as 821/823 N.W. 57 ^th Place, Fort Lauderdale, Florida 33309, containing approximately 8,966 square feet situated in Broward County, Florida, and including all of the area adjacent to the demised property, to be used and occupied by the Tenant for the purpose of manufacturing environmental products and for any other legal use, for the term of three years subject and conditioned on the provisions of this Lease beginning November 1, 2018 ending on October 31, 2021. payable as follows:

A. $4,838.76 per month from November 1, 2018 to October 31, 2021

2. The above and foregoing amount is for base rent only, and does not include the Tenant’s pro-rata share of insurance costs, ad valorem real estate property taxes, personal property taxes, sales tax, common area maintenance, etc. These monies shall be considered Additional Rent.

3. The monthly base rent, as set forth above, shall be payable in equal monthly installments in advance on the first day of each full calendar month during

said three (3) year term, unless as otherwise set forth in this Business Lease

4. Tenant shall pay in each tax year during the term, as additional rental monies, a proportionate share of all amounts payable by Landlord with respect to real estate taxes, ad valorem taxes and assessments, general and special, or any other tax imposed upon or levied against real estate, or upon owners of real estate, extraordinary as well as ordinary, foreseeable and unforeseeable, including taxes imposed on leasehold improvements which are assessed against Landlord, payable with respect to or allocable to the entire premises in question, together with the reasonable cost (including fees of attorneys, consultants and appraisers) of any negotiation, contest or appeal pursued by Landlord in an effort to reduce any such tax, assessment above being collectively referred to herein as “taxes”. Tenant’s proportionate share of real estate taxes is agreed by the parties to be 37.82% of the gross amount. For the tax year in which the term commences or terminates, the provisions of this section shall apply, but Tenant’s liability for its proportionate share of any taxes for such year shall be subject to a pro-rata adjustment based upon the number of days of such tax year falling within the term. As used in this paragraph, “real estate taxes” shall be deemed to include, without limitation, all federal, state, local, governmental, special district and special service area taxes, charges, assessments, ad valorem taxes, and any other government charges, surcharges and levies, general or special, ordinary or extraordinary, of any kind whatsoever (including interest thereon whenever same shall be payable in installments) that Landlord shall pay or be obligated to pay arising out of the use, occupancy, ownership, leasing, management, repair or replacement of the entire premises of the Landlord in question, any appurtenance thereto, or any property, fixtures or equipment thereon, as well as the taxes and costs listed above. All such monies are to be considered additional rent.

5. When real estate tax statements and insurance statements are issued, Landlord shall provide the Tenant with an accounting of the actual costs, if requested. The Tenant shall pay to the Landlord, its pro-rated share of the above-mentioned costs for the premises in question. Such monies are to be considered additional rent. The prompt payment of the rent for said premises upon the dates named, and the faithful observance of the rules and regulations printed within this Lease, and which are hereby made a part of this covenant, are the conditions upon which this Lease is made and accepted and any failure on the part of the Tenant to comply with the terms of said Lease, or any of said rules and regulations now in existence, shall, at the option of the Landlord, be considered a forfeiture of this Business Lease, and shall further be considered a forfeiture of the rights of the Tenant hereunder, and thereupon, the Landlord, his agents or his attorneys, shall have the right to enter said premises, and remove all persons therefrom forcible or otherwise.

6. PAYMENTS

A. Rent : The Tenant agrees to pay all monthly rental payments by no later than the 1 ^st day of each month.

The Tenant agrees to pay the November rent as set forth below, and such rent shall be as follows:

Basic rent obligation	$	4,838.76
Property tax		975.40
Insurance		196.53
Sales tax		348.62
Total	$	6,359.62

The Tenant understands and agrees that the property tax pro-rations, the insurance pro-rations, and the sales tax will all change and be adjusted as payments are made by the Landlord on a monthly, quarterly or annual basis. Such monies are to considered additional rent.

B. Electricity and Gas : The Tenant agrees that it will pay all charges for gas, electricity and/or other illumination used on said premises. The Tenant will pay said bills directly to the provider (i.e., Florida Power and Light or any other provider). In the event the Tenant is not now paying said charges directly to the provider, and in the event the Tenant is paying said charges to the Landlord, the parties understand and agree that said payments to the Landlord shall always be considered “additional rent”.

Utilities : the Tenant will pay all separately metered utilities.

D. Taxes : The real estate taxes shall be paid by the Landlord and the Tenant shall reimburse the Landlord for the Tenant’s pro-rated share, as set forth above. The parties understand and agree that said payments to the Landlord shall to be considered “additional rent”.

E. Sales Tax : The Tenant shall pay any sales taxes imposed by the State of Florida, as well as any other similar taxes imposed by any governmental taxing authority on the rental or use of the demised property. The parties understand and

agree that said payments to the Landlord shall always be considered “additional rent”.

F. Trash Collection : Tenant shall be responsible for the Tenant’s cost of the trash collection of Tenant’s trash.

G. Late Charges : The Landlord and the Tenant agree that the Tenant shall have a three (3) day grace period in which to make a rental payment. The Tenant agrees that the Tenant will pay a late charge of $25.00 per day for each day the Tenant is late with a rental payment beyond the due date as set force above. Such monies are to considered additional rent. For example purposes only, if a rental payment is due on the first day of the month, with the above and foregoing three (3) day grace period, said rental payment would have to be hand-delivered to the Landlord by no later than the fourth day of the month, or if mailed by the Tenant, would have to be received by the Landlord by the fourth day of the month, in order to avoid any late charges. If the payment is mailed to the Landlord, the Tenant understands that the Landlord must receive said payment by the last day of the grace period to avoid late charges and the Tenant shall not be allowed to argue that the envelope was post marked prior to the end of the grace period.

The Late charge will be calculated from the date the payment was due (by the last day of the grace period) until the date that the payment was received, regardless of whether or not the last day of the grace period falls on a Saturday, Sunday or legal holiday.

For example purposes only, if a monthly payment is due on the first day of the month, and because of the three day grace period, the Tenant has until the fourth day of the month to make said rental payment, and if the payment is received by the Landlord on the sixth day of the month, the Tenant would pay and be liable for two (2) days of late charges from the sixth day of the month until the sixth day of the month, or the sum of $50.00. The parties understand and agree that said payments to the Landlord shall always be considered “additional rent”. `

H. Administrative Costs : At the sole discretion of the Landlord, if a rental payment is not forthcoming when it is due and owing, the Landlord may, at its sole discretion, prepare or have prepared for him, a Three Day Notice of Tenant Eviction which the Landlord will either hand-deliver to the Tenant or post upon the premises, in which event the Tenant shall be responsible for an administration cost of $250.00 for the preparation of said Three Day Notice of Tenant Eviction and/or any demand letter that may accompany same, and said administrative cost of $250.00 shall be considered “additional rent”. Any administrative costs set forth

herein, shall be separate and apart from any legal fees and costs which the Landlord’s attorney might incur, in the event a Tenant Eviction Suit or Suit for Monetary Damages is necessary.

I. Other Expenses : If the Tenant should fail to comply with any term or condition of this Business Lease Agreement, and if the Landlord should incur any costs or expenses to perform the term or condition that was the obligation or responsibility of the Tenant, the parties understand and agree that the Tenant shall immediately re-pay to the Landlord said monies paid by the Landlord because of the Tenant’s breach, and any monies that may be due and owing from the Tenant to the Landlord shall be considered “additional rent”.

7. ASSIGNMENT

The Tenant shall not assign this Lease, nor a portion of it, nor sub-let the premises, or any part thereof, nor permit the same, or any part thereof to be used for any other purpose than as above stipulated, without the consent of the Landlord which shall not be unreasonably withheld. However, in the event the Tenant should decide to “sub-lease” or “sub-let” a part of the premises in question or a portion of the term in question, the Landlord shall have the right to investigate and/or “check out” the new Tenant or the new Sub-Tenant, at the Tenant’s expense or the “Sub-Tenant’s” expense before the Landlord’s consent shall be determined.

8. SECURITY DEPOSIT AND LAST MONTH’S RENT

This will acknowledge that the Tenant has pay to the Landlord, the sum of $5,000.00 as and for the last month’s rent that is anticipated to be for the month of October 2021. The Landlord and the Tenant acknowledge and agree that this amount of $5,000.00, as and for the last month’s rent is an estimate only, since the Landlord and the Tenant do not know at this point in time, what the property taxes will be in 2021 or what the insurance amount will be in 2021, but both the Landlord and the Tenant acknowledge and agree that the sum of $5,000.00 as and for last month’s rent is a fair estimate. The parties understand and agree that said payments to the Landlord shall always be considered “additional rent”.

Furthermore, the Landlord hereby acknowledges that he hold’s a security deposit in the sum of $5,000.00 with regard to this new Business Lease.

Said security deposit is held by the Landlord for the performance by the Tenant of all the terms, covenants and conditions of this Lease upon Tenant’s part

to be performed. Furthermore, the parties agree that the Landlord shall have no obligation to segregate such security deposit from any other funds of Landlord, and interest earned on such security deposit, if any, shall belong to Landlord. The security deposit shall not be considered an advance payment of rent or a measure of Landlord’s damages, in the case of a default by Tenant. The security deposit shall be returned to the Tenant within thirty (30) days after the termination of this Business Lease, provided that the Tenant has fully performed its obligations hereunder. Regardless of any permitted assignment of this Lease by Tenant, Landlord may return the security deposit to the original Tenant in the absence of evidence satisfactory to Landlord of an assignment of the right to receive the security deposit or the balance thereof, which shall satisfy in full Landlord’s obligation to return the security deposit. Landlord shall have the right to apply any part of said security deposit to cure any default of Tenant and if Landlord does so, Tenant shall upon demand, deposit with Landlord the amount so applied so that Landlord shall have the full security deposit on deposit at all times during the term of this Lease. In the event of a sale or lease of the premises subject to this Lease, Landlord shall transfer the security deposit to the purchaser or lessee, and Landlord shall thereupon be released from all liability for the return of such security deposit and Tenant shall look solely to the successor Landlord for the return of the security deposit. This provision shall apply to every transfer or assignment made of the security deposit to a successor Landlord. The security deposit shall not be assigned or encumbered by Tenant without the prior written consent of Landlord and any such unapproved assignment or encumbrance shall be void.

9. IMPROVEMENTS, ALTERATIONS AND ADDITIONS

The Tenant shall make no alterations therein, or improvements or additions thereto, without written consent of the Landlord, and all additions or improvements which may be made by Tenant or the Landlord shall remain upon the premises as a part thereof, and be surrendered with the premises at the termination of this Lease. Consent shall not be unreasonably withheld.

All leasehold improvements (as distinguished from trade fixtures and apparatus) installed in the premises at any time, whether by or on behalf of Tenant or by or on behalf of Landlord, shall not be removed from the premises at any time, unless such removal is consented to in advance by Landlord; and at the expiration of this Lease, all such leasehold improvements shall be deemed to be part of the premises, shall not be removed by Tenant when it vacates the premises, and title thereto shall vest solely in Landlord without payment of any nature to Tenant. All trade fixtures and apparatus (as distinguished from leasehold

improvements) owned by Tenant and installed in the premises shall remain the property of Tenant and shall be removable at any time, including upon the expiration of the term; provided Tenant shall not at such time be in default of any terms or covenants of this Lease, and provided further, that Tenants shall repair any damage to the premises caused by the removal of said trade fixtures and apparatus and shall restore the premises to substantially the same condition as existed prior to the installation of said trade fixtures and apparatus.

10. STATUTES

The Tenant shall comply with all statutes, ordinances, rules, orders, regulations and requirements of the federal, state, county and city government where the premises are located and of any and all of their departments applicable to said premises, for the correction, prevention, and abatement of nuisances or other grievances in, upon, or connected with said premises during the terms of the Lease.

11. REASONABLE ACCESS

The Landlord, or any of his agents, shall have the right to enter said premises during reasonable hours, to examine the premises, and to make such repairs, additions or alterations as may be deemed necessary for the safety, comfort, or preservation thereof, or of said building, or to exhibit said premises, and to put or keep upon the doors or windows thereof a notice “FOR RENT” at any time within ninety (90) days before the expiration of this Business Lease. The right of entry shall likewise exist for the purpose of removing placards, signs, fixtures, alterations, or additions that do not conform to this Agreement, or to the rules and regulations of the building.

12. MECHANIC’S LIENS

No work performed by Tenant pursuant to this Lease, whether in the nature of construction, alteration or repair, shall be deemed to be for the immediate use and benefit of Landlord, so that no mechanic’s or other lien shall be allowed against the estate of Landlord by reason of any consent given by Landlord to Tenant to improve the premises. Tenant shall place such contractual provisions as Landlord may request in all contracts and subcontracts for Tenant’s improvements assuring Landlord that no mechanic’s or material man’s liens will be asserted

against Landlord’s interest in the premises or the property of which the premises are a part. Tenant shall pay promptly all persons furnishing labor or materials with respect to any work performed by Tenant or it contractors or about the premises. If any mechanic’s or other liens shall at any time be filed against the premises or the property of which the premises are a part by reason of work, labor, services or materials performed or furnished, or alleged to have been performed or furnished, to Tenant or to anyone holding the premises through or under Tenant, and regardless of whether any such lien is asserted against the interest of Landlord or Tenant, Tenant shall forthwith cause the same to be discharged of record or bonded to the satisfaction of Landlord. If Tenant shall fail to cause such lien forthwith to be so discharged or bonded after being notified of the filing thereof, then in addition to any other right or remedy of Landlord, Landlord may bond over or discharge the same by paying the amount claimed to be due, and the amount so paid by Landlord, including reasonable attorneys’ fees incurred by Landlord either in defending against such lien or in procuring the bonding or discharge of such lien, together with interest thereon at the highest legal rate allowed by law, shall be due and payable by Tenant to Landlord as additional rental. Landlord and Tenant agree that Tenant will not have authority to create or suffer any lien for labor or materials on Landlord’s interest in the premises or in the Landlord’s building or buildings, and all contractors, subcontractors, material men, mechanics, laborers and others contracting with Tenant and/or any subtenant of Tenant and/or any other occupants of the premises, for the construction, installation, alteration or repair of any improvements to the premises are hereby charged with notice that they must look only to the Tenant and to the Tenant’s interest in the premises to secure the payment of any charges and/or materials furnished at the premises.

13. OPERATIONS AND MAINTENANCE

The Tenant hereby accepts the premises in the condition they are in at the beginning of this Lease. The Tenant agrees to maintain the premises in the same condition, order and repair, as it was when the Tenant first occupied said premises, at the time the Tenant took possession. The Tenant will make good to said Landlord immediately upon demand, any damage to water apparatus or electric lights or fixtures, appliances or appurtenances of said premises, or of the building, caused by any act or negligence of the Tenant, or of any person or persons in the employment of or under the control of the Tenant, or caused by any act or negligence of any guest of the Tenant. The parties understand and agree that said payments to the Landlord shall always be considered “additional rent”.

The Tenant, at its own expense, shall at all times keep the paved area and parking areas of the leased premises clean and free of dirt, trash and rubbish. No parking will be permitted on the grass or landscaped areas.

The Tenant shall provide monthly maintenance for the air conditioning system and the Tenant shall pay for any repairs to said system. If a qualified air conditioning repairman reasonably determines that the air conditioning system cannot be economically repaired, then the Landlord may replace the air conditioning unit after the Landlord obtains an opinion from his own qualified air conditioning repairman.

In regard to the use and occupancy of the premises, Tenant will, at its expense: (a) keep the inside and outside of all glass in the doors and windows of the premises clean; (b) keep all exterior store surfaces of the premises clean; (c) replace promptly any cracked or broken glass of the premises with glass of like color, grade and quality; (d) maintain the premises in a clean, orderly and sanitary condition and free of insects, rodents, vermin and other pests; (e) keep any garbage, trash, rubbish or other refuse in rat-proof containers within the interior of the premises until removed; (f) if Landlord has opted to provide trash removal service applicable to the Tenant, to deposit such garbage, trash, rubbish and refuse, on a daily basis, in designated receptacles provided by Landlord (if Landlord has not so opted or if such service is not applicable to Tenant, Tenant shall cause all such garbage, trash, rubbish and refuse to be removed from the premises at its own cost and expense); (g) keep all mechanical apparatus free of vibration and noise which may be transmitted beyond the premises; (h) comply with all laws, ordinances, rules and regulations of governmental authorities and all reasonable recommendations of Landlord’s insurer(s) and other applicable insurance rating organization now or hereafter in effect; (i) keep in the premises and maintain in good working order one or more dry chemical fire extinguishers; (j) comply with and observe all rules and regulations established by Landlord from time to time which apply generally to all Tenants in any buildings owned by the Landlord; (k) conduct its business in all respects in a dignified manner in accordance with high standards of store operation consistent with the quality of operation of businesses in general, as determined by Landlord and provide an appropriate mercantile quality comparable with similar businesses.

14. SIGNS AND ADVERTISING

Tenant shall be allowed to install signs on the building and leased property in accordance with the local building codes, but no signs shall be installed by the

Tenant without the Landlord’s written consent, which consent shall not be unreasonably withheld.

15. BUILDING DAMAGE

In the event the building outside Tenant’s space is damaged or defaced, Tenant agrees to make repairs within thirty (30) days.

16. HOMESTEAD

The Tenant hereby waives and renounces for himself and family any and all homestead and exemption rights he may have now, or hereafter, under or by virtue of the constitution and laws of the State of Florida, or of any other State, or of the United States, as against the payment of said rental or any portion hereof, or any other obligation or damage that may accrue under the terms of this Agreement.

17. HAZARDOUS SUBSTANCES

Tenant shall not use or allow the premises to be used for the release, generation, storage, use, treatment, disposal or other handling of any hazardous substance, without the prior consent of Landlord. The term “release” shall have the same meaning as is ascribed to it in the Comprehensive Environmental Response Compensation and Liability Act, 42 USC Section 9601 et seq., as amended, (“CERCLA”). The term “Hazardous Substance” means any substance or material regulated or defined or designated as hazardous or toxic waster, hazardous or toxic material, a hazardous or toxic substance, pollutant, contaminant, petroleum or petroleum products, or other similar term, by any federal, state, or local environmental statute, regulation, or ordinance presently in effect or that may be promulgated in the future, as such statutes, regulations and ordinances may be amended from time to time, as well as oil, fuels, natural gases and synthetic fuels, pesticides, paints and solvents, lead, cyanide, DDT, acids, ammonium compounds and other chemicals, trash, garbage, other solid wastes, and asbestos and asbestos containing material. For the purpose hereof, Hazardous Substance Law shall mean all laws, rules, ordinances or regulations promulgated by any federal, state or local authority pertaining to the generation, storage, use, treatment, disposal or other handling of any Hazardous Substance.

Tenant shall, at its own expense: (a) give prior notice to Landlord of any activity or operation to be conducted by Tenant at the Premises which involves or

may involve the Release, use, handling, generation, treatment, storage or disposal of any Hazardous Substance (“Tenant’s Hazardous Substance Activity”); (b) comply with all federal, state, and local laws, codes, ordinances, regulations, permits and licensing conditions governing the Release, discharge, emission, or disposal of any Hazardous Substance and promptly, upon the occurrence of any such Tenant’s Hazardous Substances Activity, Tenant shall provide Landlord with (i) complete copies of all such laws, codes, ordinances, regulations, permits and conditions (ii) complete copies of all contracts Tenant enters into to contain and remediate same and otherwise comply with Tenant’s obligations under this Section 17; (c) promptly contain and remediate any Release of Hazardous Substances arising from or related to Tenant’s Hazardous Substance Activity in the Premises, and/or Landlord’s Building, or the environment and remediate and pay for any resultant damage to property, persons and/or the environment; (d) give prompt notice to Landlord and all appropriate regulatory authorities, of any Release of any Hazardous Substance in the Premises, and/or Landlord’s Building, or the environment arising from or related to Tenant’s Hazardous Substance Activity, any such notice to include a description of measures taken or proposed to be taken by Tenant to contain and remediate the Release and any resultant damage to property, persons, or the environment, (e) at Landlord’s request from time to time, execute affidavits, representations and the like concerning tenant’s best knowledge and belief regarding the presence of Hazardous Substances in the Premises, (f) reimburse to Landlord, upon demand, the reasonable cost of any testing or other environmental assessment activities for the purpose of ascertaining if there has been any Release by Tenant of Hazardous Substances in the Premises, if such testing is required by any governmental agency or Landlord’s mortgagee, (g) upon expiration or termination of this Lease, surrender the Premises to Landlord free from the presence or contamination of any Hazardous Substance. Tenant shall, and hereby does, indemnify, defend, protect and hold Landlord (and each of Landlord’s policyholders, trustees, officers, employees, agents, attorneys, successors and assigns), free and harmless from and against any and all claims, liabilities, diminution in property values, penalties, forfeitures, losses, or expenses (including attorneys’ fees) including without limitation water tables and atmosphere) arising from or caused in whole or in part, directly or indirectly, by (a) the presence in, on, under or about the Premises or the Landlord’s Building, of any Hazardous Substances by the Tenant, its officers or employees, or any other individual or entity acting at the direction of or under the control of the Tenant, or Tenant’s use, analysis, storage, transportation, disposal, release, threatened release, discharge, or generation of Hazardous Substances to, in, on, under, about or from the Premises; or (b) tenant’s failure to comply with any present or future Hazardous Substance Law or other environmental law, whether knowingly or

unknowingly, the standard herein being one of strict liability. Tenant’s obligations hereunder shall include, without limitation, and whether foreseeable or unforeseeable, all costs of any required or necessary repair, cleanup or detoxification or decontamination of the Premises, the Landlord’s Building, and the preparation and implementation of any closure, remedial action, or other required plans in connection therewith and shall survive the expiration or earlier termination of the Term of this Lease. For purposes of this indemnity provision, any acts or omissions of Tenant or by employees, agents, assignees, contractors, or subcontractors of Tenant, or others acting for or on behalf of Tenant (whether or not they are negligent, intentional, willful or unlawful) shall be strictly attributable to Tenant. The foregoing indemnification shall survive the expiration or earlier termination of this Lease. References to “Premises” in this Section includes, without limitation, substance soils and groundwaters.

Landlord hereby authorizes Florida Precision Aerospace to us any material required for the operation of their business as long as Tenant meets the code requirements of the City, County and State.

18. REPAIRS

A. Repairs to be Made by Landlord : Landlord, at its expense, will make, or cause to be made structural repairs to exterior walls, structural columns, roof penetrations and structural floors which collectively enclose the premises (excluding, however, all doors, door frames, storefronts, windows and glass) provided Tenant shall give Landlord notice of the necessity for such repairs. However, due to the extent such repairs are necessary due to the negligence of the Tenant or any individual or entity acting at the direction of or on behalf of the Tenant, the expense of such repairs shall be solely the responsibility of the Tenant, notwithstanding the provisions of the first sentence of this paragraph 18A. Other than as expressly provided in this paragraph 18A, Landlord shall not be responsible to maintain or make improvements or repairs of any kind in or upon the premises or any portion thereof. Anything herein to the contrary notwithstanding, Tenant agrees that: (a) Landlord shall not be obligated or liable for any failure or delay regarding its repair obligation hereunder unless and until the expiration of a reasonable period of time after receipt of written notice from Tenant that a repair by Landlord is needed; and (b) Tenant, at its expense, will be responsible for repairing all roof areas that may leak as a result of the installation, maintenance, repair, removal and/or replacement of any heating, exhaust, ventilating or air conditioning fixtures, facilities or equipment servicing the premises or any part thereof that Tenant was responsible for effecting; and (c) in no event will Tenant or anyone else acting for or on behalf of Tenant take or fail to take any action that

may void or otherwise adversely affect any warranties or guarantees in Landlord’s favor. Notwithstanding anything herein to the contrary, any damage to Tenant, its property, leasehold improvement or its business caused by leaks in the roof shall be the sole responsibility of Tenant.

B. Repairs to be Made by Tenant : All repairs to and maintenance of the premises or any installations, equipment or facilities therein, other than those repairs required to be made by Landlord pursuant to paragraph 18A, shall be made by Tenant at its expense. Without limiting the generality of the foregoing, Tenant will keep the interior of the premises, together with all electrical, plumbing and other mechanical installations therein and the heating, ventilating, and air conditioning system in the premises, in good order, condition and repair and in clean, pleasant, sightly, sanitary and safe condition and free from loiterers and will make all replacements from time to time required thereto at its expense. Tenant shall make any and all additions, improvements, alterations and repairs to or on the premises other than those required for exterior walls, structural columns, roof penetrations and structural floors which collectively enclose the premises, as may be required by any lawful authorities or insurers. Landlord may deal directly with any authorities respecting their requirements for additions, improvements, alterations or repairs. Tenant shall perform or cause to be performed all maintenance on the premises in a good and workmanlike manner.

Tenant will surrender the premises at the expiration of the term of the Lease or at such other time as it may vacate the premises, broom clean and in as good condition and repair as when the Tenant first took possession, excepting ordinary wear and tear. Tenant will not overload the electrical wiring serving the premises or within the premises, and will install at its expense, any additional electrical wiring which may be required in connection with Tenant’s apparatus, such wiring and its installation to be in compliance with all applicable laws, codes, ordinances and regulations. Any damage or injury sustained by any person because of mechanical, electrical, plumbing or any other equipment or installations, whose maintenance and repair shall be the responsibility of Tenant, shall be paid for by Tenant, and Tenant hereby agrees to indemnify and hold Landlord harmless from and against all claims, actions, damages and liability in connection therewith, including but not limited to attorneys’ and other professional fees, and any other costs which Landlord might reasonably incur. The foregoing indemnification shall survive the expiration or earlier termination of this Lease.

19. INTERRUPTIONS OF UTILITY SERVICES

Landlord shall not be liable to Tenant in damages or otherwise if any utility shall become unavailable from any public utility company, public authority or any other person or entity, including Landlord, supplying or distributing such utility, or for any interruption or curtailment in any utility service, including, without limitation, any heating, ventilation, air conditioning or sprinkler, caused by the making of any necessary repairs or improvements or by any cause beyond Landlord’s reasonable control, and the same shall not constitute a termination of this Lease or an eviction of Tenant.

20. INDEMNITY AND INSURANCE

To the extent not prohibited by law, Tenant agrees to and hereby does indemnify, protect, defend (by counsel acceptable to Landlord) and hold Landlord and Landlord’s employees, agents, attorneys, successors and assigns, free and harmless from and against any and all claims, demands, damages, losses, liens, liabilities, penalties, lawsuits, and other proceedings, costs, and expenses (including without limitation reasonable attorney’s fees), arising directly or indirectly from or out of, or in anyway connected with loss of life, bodily injury and/or damage to property or the environment arising from or out of the occupancy or use by Tenant of the premises or any part thereof, occasioned wholly or in part by any act or omission of Tenant, its officers, agents, contractors, subcontractors, employees or invitees, caused by, incurred or resulting from Tenant’s operations of or relating in any manner to the premises, whether relating to their original design or construction, latent defects, alteration, maintenance, use by Tenant or any person thereon, supervision or otherwise, or from a breach of, default under, or failure to perform any term or provision of this Lease by Tenant, its officers, employees, agents or other persons or arising, directly or indirectly, wholly or in part, from any conduct, activity, act, omission, or operation involving the use, handling, generation, treatment, storage, disposal, other management or release of any hazardous substance in, from or to the premises, whether or not Tenant may have acted negligently with respect to such hazardous substances. Tenant’s obligations pursuant to this section shall survive any termination of this Lease with respect to any act, omission or occurrence that took place prior to such termination. Tenant shall maintain a contractual liability endorsement to its public liability policy specifically endorsed to cover the indemnity provision of this section. Landlord shall not be liable for any damage to or loss of Tenant’s personal property, inventory, fixtures or improvements, or for any personal injury, for any cause whatsoever.

Landlord shall not be responsible or liable to Tenant, or to those claiming by, through or under Tenant, for any loss or damage which may be occasioned by or through the acts or omissions of persons occupying space adjoining the premises or any part of the premises adjacent to or connecting with the premises, or otherwise, or for any loss or damage resulting to Tenant, or those claiming by, through or under Tenant, or its or their property, from the breaking, bursting, stoppage or leaking of electrical cable and wires, or water, gas, sewer or steam pipes. To the maximum extent permitted by law, Tenant agrees to use and occupy the premises, and to use such other portions of the premises as Tenant is herein given the right to use, at Tenant’s own risk.

The parties agree that the Landlord will obtain a standard fire and extended coverage insurance policy, as well as a standard flood insurance policy. The parties agree that the Tenant will pay its pro-rata share of said insurance that the parties agree is 37.82% of the costs of said policies. The Tenant warrants to the Landlord that no flammable or combustible materials, except for equipment and materials used in the manufacture of signs, will be stored at the premises in question or used in operations by the Tenant. Tenant agrees to pay 100% percent of any increase in the amount of insurance premium over and above the rate for the above said policies that may be caused by the exceptional nature of the Tenant’s usage.

In the event the premises shall be destroyed or so damaged or injured by fire or other casualty during the term of this Agreement, whereby the same shall be rendered untenantable, then the Landlord shall have the right to render said premises tenantable by repairs within ninety (90) days therefrom. If said premises are not rendered tenantable within said time, it shall be optional with either party hereto, to cancel this Lease, and in the event of such cancellation, the rent shall be paid only to the date of such fire or casualty. The cancellation herein mentioned shall be evidenced in writing. Rent is not payable during the period that the premises are untenantable.

While the Landlord will obtain a standard fire and extended coverage insurance policy and flood insurance policy, for the entire premises, of which the Tenant’s premises are a part thereof, the Tenant agrees that it will obtain a public liability insurance policy providing for a minimum of $500,000.00 coverage for any person injured on the premises. A minimum of $250,000.00 coverage for property damage covering the demised premises shall also be obtained by the Tenant, and the Tenant shall also obtain a plate glass insurance policy if there is any plate glass that is a part of the premises. The Landlord shall be named as an additional insured and shall be furnished the original of such insurance policies.

The above and foregoing policy or policies to be obtained by the Tenant shall, at all times, be subject to Landlord’s approval and any such insurance company or insurance companies shall be licensed to do business in the State where the premises are located.

The above and foregoing policies to be obtained by the Tenant shall also contain a provision by which the insurer agrees that such policy or policies shall not be cancelled, materially changed or not renewed without at least thirty (30) days advance notice to Manager, 1242 N.W. 102 ^nd Way, Coral Springs, Florida 33071, attention: Stan Baumwald, or to such other party or address as may be designated by Landlord or its designee. Tenant shall deliver to Landlord a copy of each such policy or a certificate thereof, including a declaration page, evidencing the insurance coverage required hereunder which policy or certificate shall be in form and content satisfactory to Landlord. If Tenant shall fail to perform any of its obligations with regard to obtaining insurance pursuant to this paragraph 20, Landlord may perform the same and the cost of same shall be deemed additional rent and shall be payable upon Landlord’s demand. Landlord shall have the right during the term of this Lease to periodically review the insurance coverage required hereunder and to require an adjustment of such coverage to reflect then-existing market conditions.

Tenant will pay Landlord on a monthly basis, a proportionate share of Landlord’s cost of maintaining all insurance with respect to Landlord’s building including, without limitation, the above and foregoing standard fire and extended coverage insurance, all risk property (including rental income) and liability insurance and rent insurance. Such insurance may be carried at the discretion of Landlord in such amounts and companies, as Landlord shall determine. Such monies are to be considered additional rent.

21. PERCENTAGE OF ENTIRE PREMISES

The Landlord and the Tenant hereby agree that the Tenant’s premises that the Tenant is leasing from the Landlord is 37.82% of the entire premises owned by Landlord, and as a result, the Tenant will be liable for 37.82% of the entire real estate tax bill; 37.82% of all insurance policies obtained by the Landlord as set forth in this Lease; and 37.82% of any other common area maintenance expenses that the Landlord is entitled to ask the Tenant for, pursuant to the terms of this Lease.

22. DAMAGE AND DESTRUCTION

If the premises shall be damaged by fire, the elements, accident or other casualty (any of such causes being referred to as a “casualty”), but the premises shall not be thereby rendered wholly or partially untenantable, then, subject to the provisions of this paragraph 22, Landlord shall promptly cause such damage to be repaired to the same condition as when possession was delivered and there shall be no abatement of rent. If, as the result of casualty, the premises shall be rented wholly or partially untenantable, then, subject to the provisions of this paragraph 22, Landlord shall cause such damage to be repaired to the same condition as when possession was delivered and all rent (other than any additional rent due Landlord by reason of Tenant’s failure to perform any of its obligations hereunder) shall be abated proportionately as to the portion of the premises rendered untenantable during the period of such untenantability. All such repairs shall be made at the expense of Landlord (unless said damages are the result of the intentional acts or negligence on the part of the Tenant or its employees or invitees); provided, however, that Landlord shall not be liable for interruption to Tenant’s business or for damage to or replacement or repair of Tenant’s personal property or to any leasehold improvements installed in the premises by or on behalf of Tenant, all of which damage, replacement or repair shall be undertaken and completed by Tenant promptly.

If the premises are rendered wholly untenantable, or damaged as a result of any cause which is not covered by Landlord’s insurance or damaged or destroyed in whole or in part or if Landlord’s building is damaged to the extent of 50% or more of Landlord’s floor area, then, in any of such event, Landlord may elect to terminate this Lease by giving to Tenant notice of such election within ninety (90) days after the occurrence of such event. If such notice is given, the rights and obligations of the parties shall cease as of the date of such notice, and rental (other than any additional rental due Landlord by reason of Tenant’s failure to perform any of its obligations hereunder) shall be adjusted as of the date of such termination.

If Landlord’s building shall be so substantially damaged that it is reasonably necessary, in Landlord’s sole judgment, to demolish same for the purpose of reconstruction, Landlord may demolish the same, in which event the rent shall be abated to the same extent as if the premises were rendered untenantable by a casualty.

If Landlord does not elect to terminate this Lease pursuant to this paragraph 22, Landlord shall, subject to the prior rights of any mortgagee, disburse and apply any insurance proceeds received by Landlord to the restoration and rebuilding of Landlord’s building in accordance with this paragraph 22. All insurance proceeds paid by Landlord’s insurer shall belong to and shall be payable to Landlord.

23. DEFAULT

The occurrence of any of the following shall constitute an event of default hereunder:

(a) The filing of a Petition by or against Tenant for adjudication as a bankrupt or insolvent, or for its reorganization or for the appointment of a receiver or trustee of Tenant’s property; an assignment by Tenant for the benefit of creditors; or the taking possession of the property of Tenant by any governmental officer or agency pursuant to statutory authority for the dissolution or liquidation of Tenant, or a filing by Tenant for reorganization under Chapter XI of the Bankruptcy Act.

(b) Failure of Tenant to pay when due, any installment of rent or additional rent hereunder or any other sum herein required to be paid by Tenant.

(d) Tenant’s removal or attempt to remove, or manifesting an intention to remove Tenant’s goods or property from or out of the demised premises otherwise than in the ordinary or usual course of business without having first paid and satisfied Landlord for all rent which may become due during the entire term of this Lease.

(e) Tenant’s failure to perform any other covenant or condition of the Lease after seven (7) days written notice to the Tenant to cure.

Rights of Landlord Upon Default by Tenant

If the Tenant is in default as set forth above, then the Landlord, in addition to all of the rights and remedies granted under the laws of the State of Florida, shall have any or all of the following rights:

(i) To re-enter and remove all persons and property from the demised premises, and such property may be removed and stored in a public warehouse or elsewhere at the cost of and for the account of Tenant, all without service of notice or resort to legal process and without being deemed guilty of trespass, or becoming liable for any loss or damage which may be occasioned thereby.

(ii) Terminate the Lease and elect to declare the entire rent for the balance of the term due and payable forthwith. In addition thereto, there shall be due and payable for each remaining year of the term of this Lease, and pro-rata for any part of the year, the additional rents due and owing from the Tenant, as set forth in this Lease, with regard to the Tenant’s pro-rata portion of real estate taxes and the Tenant’s pro-rata share of insurance, as well as any other additional rent that the Tenant may be liable for.

(iii) Terminate the Lease and re-let the premises for the account of Landlord or within the sole discretion of Landlord, the premises may be re-let for the account of the Tenant.

In the event a lawsuit is filed by the Landlord relating to the enforcement of this Lease or with regard to the default by the Tenant, of this Lease, the Tenant shall be liable to the Landlord for any and all legal fees and costs incurred by the Landlord.

24. CANCELLATION

If the Tenant shall become insolvent or if bankruptcy proceedings shall be begun by or against the Tenant, before the end of said term, the Landlord is hereby authorized at its option, to forthwith cancel this Lease as for a default. Landlord may elect to accept rent from such receiver, trustee, or other judicial officer during the term of their occupancy in their fiduciary capacity without affecting Landlord’s rights as contained in the Contract, but no receiver, trustee, or other officer shall ever have the right, title or interest in or to the above described property by virtue of this Contract.

25. NOISE

There shall be no noise of a sufficient level that would prevent adjacent tenants or other tenants in the Landlord’s building, from the normal operation and/or enjoyment of their businesses.

26. NOTICES

Any notice, request, demand, approval or consent given or required to be given under this Lease, except for Three (3) Day Notices of Tenant Eviction which shall be delivered or served pursuant to Florida Statute, shall be in writing, and shall be deemed given if forwarded either by certified mail, return receipt requested, or by overnight courier service. In the event transmittal is made by certified mail, notice shall be deemed given three business days after such notice was deposited with the U.S. Postal Service. In the event transmittal is made by overnight courier service, notice shall be deemed given the following business day after such notice was deposited with the overnight courier service. For the purposes set forth herein, notices shall be addressed as follows:

LANDLORD:

Baumwald Holdings, Manager

1242 N.W. 102 ^nd Way

Coral Springs, Florida 33071

TENANT:

John DiBella, Tenant

821 N.W. 57 ^th Place

Ft. Lauderdale, Florida 33009

The designated place of notice set forth herein may be changed from time to time by the parties hereto by written notice of such change.

27. INSPECTIONS AND ACCESS BY LANDLORD

Landlord, its agents, employees and contractors shall have the right to enter all parts of the premises during Tenant’s business hours to inspect the same and to enforce or carry out any provision of this Lease, including, without limitation any access necessary for the making of any repairs which are Landlord’s obligation hereunder; provided, however, that, in the event of an emergency, Landlord may enter the premises for such purposes at any time.

28. SUCCESSORS AND ASSIGNS

This Lease and the covenants and conditions herein contained shall enure to the benefit of and be binding upon Landlord, its successors and assigns, and shall be binding upon Tenant, its successors and assigns and shall enure to the benefit of Tenant and only such assigns and sub-tenants of tenant to whom the assignment of this Lease or the subletting of the premises by Tenant has been consented to by

Landlord as provided in this Lease. Upon any sale or other transfer by Landlord of its interest in the premises and in this Lease, and the assumption by Landlord’s transferee of the obligations of Landlord hereunder, Landlord shall be relieved of any obligations under this Lease accruing thereafter.

29. CAPTIONS AND HEADINGS

Any articles or section captions or headings are for convenience of reference only and in no way shall be used to construe or modify the provisions set forth in this Lease.

30. JOINT AND SEVERAL LIABILITY

If two or more individuals, corporations, partnerships or other business associations (or any combination of two or more thereof) shall sign this Lease as Tenant, or guarantor, the liability of each such individual, corporation, partnership or other business association to pay rent and perform all other obligations hereunder shall be deemed to be joint and several and all notices, payments and agreements given or made by, with or to anyone of such individuals, corporations, partnerships, or other business associations shall be deemed to have been given or made by, with or to all of them. In like manner, if Tenant shall be a partnership or other business association, the members of which are, by virtue of statute or federal law, subject to personal liability, the liability of each such member shall be joint and several.

31. TIME IS OF THE ESSENCE

It is understood and agreed between the parties hereto that time is of the essence of all the terms, covenants and conditions of this Lease.

32. SEVERABILITY

If any portion of any term or provision of this Lease, or the application thereof to any person or circumstances shall, to any extent, be invalid or unenforceable, the remainder of this Lease, or the application of such term or provision to person or circumstances other than those as to which it is held invalid or unenforceable, shall not be affected thereby, and each term and provision of this Lease shall be valid and be enforced to the fullest extent permitted by law.

33. LIMITATION ON RIGHT OF RECOVERY AGAINST LANDLORD

Tenant acknowledges and agrees that the liability of the Landlord under this Lease shall be limited to the Landlord’s interest in the building or premises in question and any judgments rendered against Landlord shall be satisfied solely out of the proceeds of sale of the Landlord’s interest in said building and/or premises. No personal judgment shall lie against Landlord upon extinguishments of the Landlord’s rights in the premises or building and any judgment so rendered shall not give rise to any right of execution or levy against Landlord’s assets. The provisions hereof shall enure to Landlord’s successors and assigns including any mortgagee. The foregoing provisions are not intended to relieve Landlord from the performance of any of Landlord’s obligations under this Lease, but only to limit the personal liability of Landlord in case of recovery of a judgment against Landlord; nor shall the foregoing be deemed to limit Tenant’s rights to obtain injunctive relief for specific performance or to avail itself of any other right or remedy which may be awarded Tenant by law or under this Lease.

If Tenant claims or asserts that Landlord has violated or failed to perform a covenant of Landlord not to unreasonably withhold or delay Landlord’s consent or approval, Tenant’s sole remedy shall be an action for specific performance, declaratory judgment or injunction and in no event shall Tenant be entitled to any money damages for a breach of such covenant and in no event shall Tenant claim or assert any claim for any money damages in any action or by way of set off, defense or counterclaim and Tenant hereby specifically waives the right to any money damages or other remedies.

34. NO DISCLOSURE

Tenant agrees not to disclose (by itself or through a third party) any of the terms and conditions of this Lease to other present or future Tenants or perspective Tenants of the premises or building that is owned by the Landlord, or to their respective representatives, nor to anyone else, excepting a permitted assignee or subtenant of Tenant and accountants, attorneys and other professionals who require knowledge thereof in furtherance of Tenant’s interests.

35. REPRESENTATIONS AND WARRANTIES OF TENANT

The Tenant by its execution hereof, represents and warrants to the Landlord and its successors and assigns that as of the date hereof, the Tenant is a corporation

duly established and validly existing under the laws of the State of Florida, and that the individual signing this Lease on behalf of the Tenant has been duly authorized to do so, and thereby, said individual signing this Lease is therefore authorized to bind the Tenant. The Tenant further represents and warrants to the Landlord that there is no law, contractual obligation or other factor binding upon the Tenant which would prohibit the Tenant from entering into this Lease and/or performing each and every of its obligations hereunder and no breach or default of any other agreement to which Tenant is a party and no violation of any applicable law, will result from the authorization, execution, delivery and performance of the Lease and the documents provided herein, by the Tenant.

The Tenant represents and warrants to the Landlord that the Tenant has obtained all required licenses and permits necessary to operate its business within the subject demised premises.

36. FLORIDA SALES TAX

All rent, additional rent and other sums due to be paid by Tenant to Landlord hereunder shall be accompanied by payment of sale and other tax thereon to the extent then required by Florida law. Such monies are to be considered additional rent.

37. RADON GAS

Pursuant to Florida law (enacted effective as of January 1, 1989), Landlord hereby makes the following disclosure to Tenant: “Radon is a naturally occurring radioactive gas that, when it has accumulated in a building in sufficient quantities, may present health risks to persons who are exposed to it over time. Levels of radon that exceed federal and state guidelines have been found in buildings in Florida. Additional information regarding radon and radon testing may be obtained from your county public health unit”.

38. SUBORDINATION

The Landlord has the option to subordinate this Lease to any and all mortgages or deeds of trust now or hereafter placed on the property of which the demised premises are a part. The Tenant agrees to execute any instruments reasonably required by any mortgagee to subordinate this Lease to the mortgage and if Tenant fails to execute such subordination, then Landlord is hereby appointed attorney-in-fact with full power and authority to execute such subordination on behalf of the Tenant.

39. WAIVER OF JURY TRIAL AND OTHER RIGHTS

To the extent permitted by applicable law, Landlord and Tenant hereby mutually waive any and all rights which either may have to request a jury trial in any action, proceeding or counter-claim (except for those involving bodily injury or property damage) arising out of this Lease or Tenant’s occupancy of or right to occupy the premises. This Waiver is made freely and voluntarily, without duress and only after each of the parties hereto has had the benefit of advice from legal counsel on this subject.

Tenant further agrees that in the event Landlord commences any summary proceeding for non-payment of rent or possession of the premises, Tenant will not interpose and hereby waives all right to interpose any counter-claim of whatever nature in any such proceeding. Tenant further waives any right to remove said summary proceeding to any other Court or to consolidate said summary proceeding with any other action, whether brought prior or subsequent to the summary proceeding. IN WITNESS WHEREOF , Landlord and Tenant have caused this Lease to be signed under seal, on the day and year first written above.

40. SURRENDER AT END OF TERM

Surrender at End of Term: Tenant shall quit and surrender the Premises at the expiration or earlier termination of the Term in as good order and condition as at the commencement of the Term, (wear and tear caused by ordinary reasonable use excepted), together with any and all installations, alterations, additions, and improvements made by or on behalf of tenant except that Tenant’s trade fixtures shall remain Tenant’s property. However, in removing the Tenant’s trade fixtures, should damage result, the Tenant understands and agrees that it will be the Tenant’s sole obligation, at the Tenant’s sole cost and expense to repair said damages. However, nothing in this provision shall eliminate tenant's obligation to request and to receive from Landlord its written consent before making any installations, alterations, additions, modifications or improvements to the premises.

41. HOLDOVER

Any holding over after the expiration of the term will be granted only with the express written consent of the Landlord. If the Tenant should remain on the premises after the expiration of the term without the express written consent of the Landlord, the Tenant hereby agrees and understands that the Landlord shall have the right to receive rent, including “Base Rent” and “Additional Rent” as well as sales tax, which shall be double the amount that was paid by the Tenant for the last full month prior to the expiration of the term. All other terms and conditions specified in this Business Lease, so far as applicable, will remain in effect during any holdover tenancy period.

42. OPTION TO RENEW

Provided that the Tenant is not in default under this Lease during the “option renewal notification period” described below, and that the Tenant has not been in default in excess of one (1) time (whether a monetary default or non-monetary default) anytime during Tenant’s possession of the subject premises, the Tenant shall have the option to renew this Lease and extend the term of this Lease for one (1) term of three years shall provide written notice to the Landlord, by certified mail/return receipt requested, at least three (3) but not more than four (4) months, prior to the then current expiration date. Failure of the Tenant to provide such written notice shall preclude the exercise of the then applicable renewal option and any subsequent renewal options, if applicable. Tenant agrees that Tenant’s exercise of this option to extend the term shall not impose any additional requirements or obligations upon the Landlord, the premises being leased upon renewal “As Is” except for the rent which shall be adjusted for each year of the renewal term. If the option to renew is properly exercised by the Tenant, the annual increase in the “Base Rent” shall be increased annually by an amount equal to 3% of the previously paid Base Rent without regard to rental concessions, credits or abatements, if any.

43. OPTION TO CANCEL BY TENANT

1. the Tenant shall have the option to cancel this lease by certified mail/return receipt requested, with three months(3) prior notice.

IN WITNESS WHEREOF , Landlord and Tenant have caused this Lease to be signed under seal, on the day and year first written above.

Tenant:

/s/ John DiBella		12/14/18
Florida Precision Aerospace		Date
John DiBella,
President

Landlord:

/s/ Stanley Baumwald		12/14/18
Stanley Baumwald, Trustee		Date

Exhibit 31.1

CERTIFICATION PURSUANT TO 18 U.S.C. SECTION 1350 AS ADOPTED

PURSUANT TO SECTION 302 OF THE SARBANES-OXLEY ACT OF 2002

I, John DiBella, certify that:

1. I have reviewed this Report on Form 10-K of Enviro Technologies, Inc. for the year ended December 31, 2018:

2. Based on my knowledge, this Report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this Report;

3. Based on my knowledge, the financial statements and other financial information included in this Report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this Report;

4. The Registrant's other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:

a) Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the Registrant, including its consolidated subsidiaries is made known to us by others within those entities, particularly during the period in which this Report is being prepared;

b) Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;

c) Evaluated the effectiveness of the Registrant's disclosure controls and procedures and presented in this Report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this Report based on such evaluation; and

d) Disclosed in this Report any change in the Registrant’s internal control over financial reporting that occurred during the Registrant’s most recent fiscal quarter (the Registrant’s fourth fiscal quarter in the case of an annual report) that has materially effected, or is reasonably likely to materially effect, the Registrant’s internal control over financial reporting; and

5. The Registrant's other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the Registrant's auditors and the audit committee of the Registrant's board of directors (or persons performing the equivalent function):

a) All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely effect the Registrant's ability to record, process, summarize and report financial information; and

b) Any fraud, whether or not material, that involves management or other employees who have a significant role in the Registrant's internal control over financial reporting.

DATE: April 1, 2019

/s/ John A. DiBella

John A. DiBella,

Chief Executive Officer, principal executive officer

Exhibit 31.2

CERTIFICATION PURSUANT TO 18 U.S.C. SECTION 1350 AS ADOPTED

PURSUANT TO SECTION 302 OF THE SARBANES-OXLEY ACT OF 2002

I, John DiBella, certify that:

1. I have reviewed this Report on Form 10-K of Enviro Technologies, Inc. for the year ended December 31, 2018:

3. Based on my knowledge, the financial statements and other financial information included in this Report, fairly present in all material respects the financial condition, results of operations and cash flows of the Registrant as of, and for, the periods presented in this Report;

b) Any fraud, whether or not material, that involves management or other employees who have a significant role in the Registrant's internal control over financial reporting.

DATE: April 1, 2019

/s/ John A. DiBella

John A. DiBella, Chief Executive Officer,

Principal financial and accounting officer

Exhibit 32.1

CERTIFICATION PURSUANT TO
18 U.S.C. SECTION 1350
AS ADOPTED PURSUANT TO
SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002

In connection with the accompanying Annual Report of Enviro Technologies, Inc. (the “Company”) on Form 10-K for the year ending December 31, 2018, as filed with the Securities and Exchange Commission on the date hereof (the “Report”), I, John DiBella, Chief Executive Officer and principal financial and accounting officer of the Company, certify, pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, to the best of my knowledge, that:

(1)

The Report fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934; and

(2)

The information contained in the Report fully presents, in all material respects, the financial condition and results of operations of the Company.

/s/ John A. DiBella

John A. DiBella

Chief Executive Officer, principal financial and accounting officer

April 1, 2019

A signed original of this written statement required by Section 906, or other document authenticating, acknowledging, or otherwise adopting the signature that appeared in typed form within the electronic version of this written statement has been provided to the Company and will be retained by the Company and furnished to the Securities and Exchange Commission or its staff upon request.