Nevada
|
33-0836954
|
(State
or other jurisdiction
|
(IRS
Employer File Number)
|
Of
incorporation)
|
|
|
|
33012
Calle Perfecto
|
|
San
Juan Capistrano, California
|
92675
|
(Address
of principal executive offices)
|
(zip
code)
|
|
|
Item
|
Description
|
Page
|
|
|
|
Part
I
|
FINANCIAL
INFORMATION
|
|
|
|
|
Item
1.
|
Financial
Statements
|
3
|
|
|
|
|
Condensed
Consolidated Balance Sheet as of August 31, 2007
(unaudited)
|
3
|
|
|
|
|
Condensed
Consolidated Statements of Operations for the three-month periods
ended
August 31, 2007 (unaudited) and 2006 (unaudited)
|
5
|
|
|
|
|
Condensed
Consolidated Statements of Operations for the six-month periods
ended
August 31, 2007 (unaudited) and 2006 (unaudited)
|
6
|
|
|
|
|
Condensed
Consolidated Statements of Cash Flows for the six-month periods
ended
August 31, 2007 (unaudited) and 2006 (unaudited)
|
7
|
|
|
|
|
Notes
to Condensed Consolidated Financial Statements
(unaudited)
|
9
|
|
|
|
Item
2.
|
Management's
Discussion and Analysis of Financial Condition and Results
of
Operations
|
15
|
|
|
|
Item
3.
|
Controls
and Procedures
|
22
|
|
|
|
Part
II
|
OTHER
INFORMATION
|
|
|
|
|
Item
1.
|
Legal
Proceedings
|
23
|
|
|
|
Item
2.
|
Changes
in Securities
|
23
|
|
|
|
Item
3.
|
Defaults
Upon Senior Securities
|
23
|
|
|
|
Item
4.
|
Submission
of Matters to a Vote of Security Holders
|
23
|
|
|
|
Item
5.
|
Other
Information
|
23
|
|
|
|
Item
6.
|
Exhibits
and Reports on Form 8-K
|
23
|
|
|
|
|
Signatures
|
24
|
ASSETS
|
|
|
|
|
CURRENT
ASSETS
|
|
|
|
|
Cash
|
|
$
|
161,373
|
|
Restricted
cash
|
|
|
75,000
|
|
Trade
receivables, net of allowance for doubtful accounts of
$1,700
|
|
|
73,682
|
|
Inventories,
net
|
|
|
423,108
|
|
Prepaid
expenses
|
|
|
11,529
|
|
Asset
held for sale
|
|
|
149,111
|
|
|
|
|
|
|
Total
current assets
|
|
|
893,803
|
|
|
|
|
|
|
PROPERTY
AND EQUIPMENT, NET
|
|
|
126,030
|
|
|
|
|
|
|
INTANGIBLE
ASSETS, NET
|
|
|
31,987
|
|
|
|
|
|
|
OTHER
ASSETS
|
|
|
6,742
|
|
|
|
|
|
|
Total
non-current assets
|
|
|
164,759
|
|
|
|
|
|
|
TOTAL
ASSETS
|
|
$
|
1,058,562
|
|
CURRENT
LIABILITIES
|
|
|
|
|
Accounts
payable
|
|
$
|
41,170
|
|
Accrued
expenses
|
|
|
370,023
|
|
Line
of credit
|
|
|
80,000
|
|
Note
payable to financial institution
|
|
|
61,413
|
|
Accrued
interest due to related parties
|
|
|
265,127
|
|
Customer
deposits
|
|
|
83,160
|
|
|
|
|
|
|
Total
current liabilities
|
|
|
900,893
|
|
|
|
|
|
|
NOTES
PAYABLE TO RELATED PARTIES
|
|
|
474,175
|
|
|
|
|
|
|
Total
long-term liabilities
|
|
|
474,175
|
|
|
|
|
|
|
COMMITMENTS
AND CONTINGENCIES
|
|
|
|
|
|
|
|
|
|
STOCKHOLDERS'
DEFICIT
|
|
|
|
|
Common
stock $.001 par value - 50,000,000 shares authorized;
25,315,844
issued and outstanding
|
|
|
25,315
|
|
Additional
paid-in capital
|
|
|
6,169,076
|
|
Accumulated
deficit
|
|
|
(6,510,897
|
)
|
|
|
|
|
|
Total
stockholders' deficit
|
|
|
(316,506
|
)
|
|
|
|
|
|
TOTAL
LIABILITIES AND STOCKHOLDERS' DEFICIT
|
|
$
|
1,058,562
|
|
|
|
For
The Three-Month
Periods
Ended August 31,
|
|
|||||
|
|
2007
|
|
|
2006
|
|
||
SALES
|
|
|
|
|
|
|
||
Product
sales
|
|
$
|
150,375
|
|
|
$
|
210,024
|
|
Distribution
income
|
|
|
-
|
|
|
|
9,000
|
|
Total
sales
|
|
|
150,375
|
|
|
|
219,024
|
|
|
|
|
|
|
|
|
|
|
COST
OF SALES
|
|
|
88,130
|
|
|
|
108,739
|
|
|
|
|
|
|
|
|
|
|
Gross
profit
|
|
|
62,245
|
|
|
|
110,285
|
|
|
|
|
|
|
|
|
|
|
OPERATING
EXPENSES
|
|
|
|
|
|
|
|
|
Selling
|
|
|
7,818
|
|
|
|
17,761
|
|
General
and administrative
|
|
|
235,561
|
|
|
|
170,841
|
|
Compensation
to executive officers
|
|
|
14,000
|
|
|
|
56,860
|
|
|
|
|
|
|
|
|
|
|
Total
expenses
|
|
|
257,379
|
|
|
|
245,462
|
|
|
|
|
|
|
|
|
|
|
LOSS
FROM OPERATIONS
|
|
|
(195,134
|
)
|
|
|
(135,177
|
)
|
|
|
|
|
|
|
|
|
|
OTHER
INCOME (EXPENSE)
|
|
|
|
|
|
|
|
|
Interest
income
|
|
|
2,903
|
|
|
|
4,392
|
|
Interest
expense - related parties
|
|
|
(21,683
|
)
|
|
|
(153,395
|
)
|
Interest
expense – others
|
|
|
(7,259
|
)
|
|
|
(2,015
|
)
|
Miscellaneous
(expense) income
|
|
|
(4,310
|
)
|
|
|
2,413
|
|
|
|
|
|
|
|
|
|
|
Total
other income (expense)
|
|
|
(30,349
|
)
|
|
|
(148,605
|
)
|
|
|
|
|
|
|
|
|
|
Net
loss
|
|
$
|
(225,483
|
)
|
|
$
|
(283,782
|
)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
BASIC
AND DILUTED LOSS
|
|
|
|
|
|
|
|
|
PER
SHARE
|
|
$
|
(0.01
|
)
|
|
$
|
(0.01
|
)
|
|
|
|
|
|
|
|
|
|
WEIGHTED
AVERAGE NUMBER OF
|
|
|
|
|
|
|
|
|
SHARES:
BASIC AND DILUTED
|
|
|
25,315,844
|
|
|
|
22,531,918
|
|
|
|
For
The Six-Month
Period
Ended August 31,
|
|
|||||
|
|
2007
|
|
|
2006
|
|
||
|
|
|
|
|
|
|
||
SALES
|
|
|
|
|
|
|
||
Product
sales
|
|
$
|
561,346
|
|
|
$
|
379,899
|
|
Distribution
income
|
|
|
-
|
|
|
|
9,000
|
|
Total
sales
|
|
|
561,346
|
|
|
|
388,899
|
|
|
|
|
|
|
|
|
|
|
COST
OF SALES
|
|
|
268,723
|
|
|
|
220,132
|
|
|
|
|
|
|
|
|
|
|
Gross
profit
|
|
|
292,623
|
|
|
|
168,767
|
|
|
|
|
|
|
|
|
|
|
OPERATING
EXPENSE
|
|
|
|
|
|
|
|
|
Selling
|
|
|
20,933
|
|
|
|
36,796
|
|
General
and administrative
|
|
|
440,664
|
|
|
|
318,287
|
|
Compensation
to executive officers
|
|
|
31,500
|
|
|
|
113,720
|
|
|
|
|
|
|
|
|
|
|
Total
expenses
|
|
|
493,097
|
|
|
|
468,803
|
|
|
|
|
|
|
|
|
|
|
LOSS
FROM OPERATIONS
|
|
|
(200,474
|
)
|
|
|
(300,036
|
)
|
|
|
|
|
|
|
|
|
|
OTHER
INCOME (EXPENSES)
|
|
|
|
|
|
|
|
|
Interest
income
|
|
|
5,192
|
|
|
|
9,144
|
|
Interest
expense - related parties
|
|
|
(43,366
|
)
|
|
|
(307,355
|
)
|
Interest
expense – others
|
|
|
(14,055
|
)
|
|
|
(3,465
|
)
|
Claim
settlement
|
|
|
168,000
|
|
|
|
-
|
|
Miscellaneous
(expense) income
|
|
|
(3,962
|
)
|
|
|
1,114
|
|
|
|
|
|
|
|
|
|
|
Total
other income (expense)
|
|
|
111,809
|
|
|
|
(300,562
|
)
|
|
|
|
|
|
|
|
|
|
Net
loss
|
|
$
|
(88,665
|
)
|
|
$
|
(600,598
|
)
|
|
|
|
|
|
|
|
|
|
BASIC
AND DILUTED LOSS
|
|
|
|
|
|
|
|
|
PER
SHARE
|
|
$
|
(0.00
|
)
|
|
$
|
(0.03
|
)
|
|
|
|
|
|
|
|
|
|
WEIGHTED
AVERAGE NUMBER OF
|
|
|
|
|
|
|
|
|
SHARES:
BASIC AND DILUTED
|
|
|
25,265,199
|
|
|
|
22,617,845
|
|
|
|
For
The Six-Month
Period
Ended August 31,
|
|
|||||
CASH
FLOWS FROM OPERATING ACTIVITIES
|
|
2007
|
|
|
2006
|
|
||
Net
loss
|
|
$
|
(88,665
|
)
|
|
$
|
(600,598
|
)
|
Adjustments
to reconcile net loss to net cash
used
in operating activities:
|
|
|
|
|
|
|
|
|
Depreciation
and amortization
|
|
|
18,081
|
|
|
|
14,224
|
|
Stock-based
compensation and interest expense
|
|
|
13,237
|
|
|
|
410,112
|
|
Accrued
interest due to related parties
|
|
|
13,366
|
|
|
|
14,129
|
|
Contributed
executive services
|
|
|
5,000
|
|
|
|
5,000
|
|
Provision
for doubtful accounts
|
|
|
1,700
|
|
|
|
-
|
|
|
|
|
|
|
|
|
|
|
Changes
in operating assets and liabilities:
|
|
|
|
|
|
|
|
|
Trade
receivables
|
|
|
(2,508
|
)
|
|
|
(19,851
|
)
|
Inventories
|
|
|
(64,745
|
)
|
|
|
(87,006
|
)
|
Prepaid
expenses and other assets
|
|
|
132,662
|
|
|
|
(182,035
|
)
|
Asset
held for sale
|
|
|
(11,239
|
)
|
|
|
-
|
|
Accounts
payable
|
|
|
(1,786
|
)
|
|
|
23,233
|
|
Accrued
expenses
|
|
|
150,217
|
|
|
|
48,459
|
|
Customer
deposits
|
|
|
(201,115
|
)
|
|
|
262,652
|
|
|
|
|
|
|
|
|
|
|
Net
cash used in operating activities
|
|
|
(35,795
|
)
|
|
|
(111,681
|
)
|
|
|
|
|
|
|
|
|
|
CASH
FLOWS FROM INVESTING ACTIVITIES
|
|
|
|
|
|
|
|
|
Release
of restricted cash
|
|
|
75,000
|
|
|
|
-
|
|
Purchase
of property and equipment
|
|
|
(12,654
|
)
|
|
|
(14,228
|
)
|
Down
payment on purchase of airplane
|
|
|
-
|
|
|
|
(10,000
|
)
|
Increase
in patents
|
|
|
(1,901
|
)
|
|
|
(1,150
|
)
|
|
|
|
|
|
|
|
|
|
Net
cash provided by (used in) investing activities
|
|
|
60,445
|
|
|
|
(25,378
|
)
|
|
|
For
The Six-Month
Period
Ended August 31,
|
|
|||||
|
|
2007
|
|
|
2006
|
|
||
CASH
FLOWS FROM FINANCING ACTIVITIES
|
|
|
|
|
|
|
||
Proceeds
from sale of common stock
|
|
|
-
|
|
|
|
11,250
|
|
Proceeds
from sale of equipment
|
|
|
-
|
|
|
|
2,500
|
|
Proceeds
from related party notes payable
|
|
|
175,000
|
|
|
|
-
|
|
Repayment
on note payable to financial institution
|
|
|
(75,000
|
)
|
|
|
|
|
Repayments
on related party notes payable
|
|
|
-
|
|
|
|
(63,975
|
)
|
|
|
|
|
|
|
|
|
|
Net
cash provided by (used in) financing activities
|
|
|
100,000
|
|
|
|
(50,225
|
)
|
|
|
|
|
|
|
|
|
|
INCREASE
(DECREASE) IN CASH
|
|
|
124,650
|
|
|
|
(187,284
|
)
|
Cash,
beginning of period
|
|
|
36,723
|
|
|
|
635,569
|
|
|
|
|
|
|
|
|
|
|
Cash,
end of period
|
|
$
|
161,373
|
|
|
$
|
448,285
|
|
|
|
|
|
|
|
|
|
|
SUPPLEMENTAL
DISCLOSURE OF CASH FLOW INFORMATION
|
|
|
|
|
|
|
|
|
Cash
paid during the period for:
|
|
|
|
|
|
|
|
|
Interest
|
|
$
|
44,055
|
|
|
$
|
3,465
|
|
Income
taxes
|
|
$
|
1,600
|
|
|
$
|
-
|
|
|
|
|
|
|
|
|
|
|
NON-CASH
INVESTING AND FINANCING ACTIVITIES
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Purchase
of airplane with debt
|
|
$
|
-
|
|
|
$
|
136,413
|
|
Stock
issued for settlement of debt
|
|
$
|
44,088
|
|
|
$
|
131,662
|
|
Stock
issued for intellectual property
|
|
$
|
-
|
|
|
$
|
16,100
|
|
Stock
issued for services
|
|
$
|
1,417
|
|
|
$
|
3,072
|
|
|
|
For
the three-month period
ended
August 31,
|
|
|||||
|
|
2007
|
|
|
2006
|
|
||
General
and administrative
|
|
$
|
7,327
|
|
|
$
|
1,948
|
|
Compensation
to executive officers
|
|
|
-
|
|
|
|
56,860
|
|
Interest
expense to related parties
|
|
|
-
|
|
|
|
153,395
|
|
Total
stock and warrant based compensation expense
|
|
$
|
7,327
|
|
|
$
|
212,203
|
|
|
|
For
the six-month period
ended
August 31,
|
|
|||||
|
|
2007
|
|
|
2006
|
|
||
General
and administrative
|
|
$
|
13,237
|
|
|
$
|
1,948
|
|
Compensation
to executive officers
|
|
|
-
|
|
|
|
113,720
|
|
Interest
expense to related parties
|
|
|
-
|
|
|
|
307,355
|
|
Total
stock and warrant based compensation expense
|
|
$
|
13,237
|
|
|
$
|
423,023
|
|
|
|
|
|
|
|
|
||
|
|
For
the six month period
ended
August 31,
|
|
|||||
|
|
2007
|
|
|
2006
|
|
||
Weighted
average risk-free interest rate
|
|
|
6.5%
|
|
|
|
6.5%
|
|
Expected
life (in years)
|
|
|
2.00
– 3.00
|
|
|
|
1.58-3.33
|
|
Expected
stock volatility
|
|
|
360%
|
|
|
|
235-323%
|
|
Dividend
yield
|
|
None
|
|
|
None
|
|
The
following is a summary of inventory as of August 31, 2007:
|
|
|||
|
|
|
|
|
Raw
materials
|
|
$
|
187,840
|
|
Work
in progress
|
|
|
136,659
|
|
Finished
goods
|
|
|
342,040
|
|
|
|
|
666,539
|
|
Less: reserve
for obsolete or slow moving inventory
|
|
|
(243,431
|
)
|
|
|
|
|
|
Net
inventories
|
|
$
|
423,108
|
|
Tooling
|
|
$
|
281,359
|
|
Equipment
|
|
|
26,099
|
|
Vehicles
|
|
|
10,000
|
|
Furniture
and fixtures
|
|
|
15,775
|
|
Computer
equipment
|
|
|
15,124
|
|
Leasehold
improvements
|
|
|
4,710
|
|
|
|
|
353,067
|
|
Less:
accumulated depreciation
|
|
|
(227,037
|
)
|
|
|
|
|
|
|
|
$
|
126,030
|
|
Redi
Chlor brand name and trademark
|
|
$
|
16,100
|
|
Hand
pump
|
|
|
8,000
|
|
Patents
|
|
|
14,443
|
|
|
|
|
38,543
|
|
Less:
accumulated amortization
|
|
|
(6,556
|
)
|
|
|
|
|
|
|
|
$
|
31,987
|
|
Accrued
legal expenses
|
|
$
|
131,220
|
|
Accrued
accounting fees
|
|
|
194,554
|
|
Accrued
claim settlements
|
|
|
15,300
|
|
Accrued
commissions
|
|
|
12,849
|
|
Accrual
for stock purchase (Continental Technologies)
|
|
|
16,100
|
|
|
|
$
|
370,023
|
|
|
(a) Business
Development History of
Seychelle
|
|
(b) Business
of Seychelle
General
|
Three-month
period ended August 31, 2007 compared to the corresponding period
in
2006
|
|
|||||||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
||||
Selected
Financial Data
|
|
2007
|
|
|
2006
|
|
|
Year
over year change
|
|
|
%
|
|
||||
|
|
|
|
|
|
|
|
|
|
|
|
|
||||
Sales
|
|
$
|
150,375
|
|
|
$
|
219,024
|
|
|
$
|
(68,649
|
)
|
|
|
(31
|
)
|
Cost
of sales
|
|
$
|
88,130
|
|
|
$
|
108,739
|
|
|
$
|
(20,609
|
)
|
|
|
(19
|
)
|
Gross
profit
|
|
$
|
62,245
|
|
|
$
|
110,285
|
|
|
$
|
(48,040
|
)
|
|
|
(44
|
)
|
Gross
profit percentage
|
|
|
41
|
%
|
|
|
50
|
%
|
|
|
(9
|
)%
|
|
|
-
|
|
General
and administrative expenses
|
|
$
|
235,561
|
|
|
$
|
170,841
|
|
|
$
|
64,720
|
|
|
|
38
|
|
Compensation
to executive officers
|
|
$
|
14,000
|
|
|
$
|
56,860
|
|
|
$
|
(42,860
|
)
|
|
|
(75
|
)
|
Interest
expense to related parties
|
|
$
|
21,683
|
|
|
$
|
153,395
|
|
|
$
|
(131,712
|
)
|
|
|
(86
|
)
|
Net
loss
|
|
$
|
(225,483
|
)
|
|
$
|
(283,782
|
)
|
|
$
|
58,299
|
|
|
|
(21
|
)
|
Six-month
period ended August 31, 2007 compared to the corresponding period
in
2006
|
|
|
|
|
||||||||||||
Selected
Financial Data
|
|
2007
|
|
|
2006
|
|
|
Year
over year change
|
|
|
%
|
|
||||
|
|
|
|
|
|
|
|
|
|
|
|
|
||||
Sales
|
|
$
|
561,346
|
|
|
$
|
388,899
|
|
|
$
|
172,447
|
|
|
|
44
|
|
Cost
of sales
|
|
$
|
268,723
|
|
|
$
|
220,132
|
|
|
$
|
48,591
|
|
|
|
22
|
|
Gross
profit
|
|
$
|
292,623
|
|
|
$
|
168,767
|
|
|
$
|
123,856
|
|
|
|
73
|
|
Gross
profit percentage
|
|
|
52
|
%
|
|
|
43
|
%
|
|
|
9
|
%
|
|
|
-
|
|
General
and administrative expenses
|
|
$
|
440,664
|
|
|
$
|
318,287
|
|
|
$
|
122,377
|
|
|
|
38
|
|
Compensation
to executive officers
|
|
$
|
31,500
|
|
|
$
|
113,720
|
|
|
$
|
82,220
|
|
|
|
72
|
|
Interest
expense to related parties
|
|
$
|
43,366
|
|
|
$
|
307,355
|
|
|
$
|
(263,989
|
)
|
|
|
(86
|
)
|
Net
loss
|
|
$
|
(88,665
|
)
|
|
$
|
(600,598
|
)
|
|
$
|
511,933
|
|
|
|
(85
|
)
|
Net
cash used in operating activities
|
|
$
|
(35,795
|
)
|
|
$
|
(111,681
|
)
|
|
$
|
75,886
|
|
|
|
68
|
|
Net
cash provided (used in) investing activities
|
|
$
|
60,445
|
|
|
$
|
(25,378
|
)
|
|
$
|
85,823
|
|
|
|
338
|
|
Net
cash provided (used in) financing activities
|
|
$
|
100,000
|
|
|
$
|
(50,225
|
)
|
|
$
|
150,225
|
|
|
|
299
|
|
(1)
|
the
portable water filtration industry is in a state of rapid technological
change, which can render the Company’s products obsolete or
unmarketable;
|
(2)
|
any
failure by the Company to anticipate or respond to technological
developments or changes in industry standards or customer requirements,
or
any significant delays in product development or introduction,
could have
a material adverse effect on the Company’s business, operating results and
financial condition;
|
(3)
|
a
relatively small number of customers account for a large percentage
of the
Company’s available market;
|
(4)
|
the
Company’s cost of sales may be materially affected by increases in the
market prices of the raw materials used in the Company’s manufacturing
processes;
|
(5)
|
the
Company’s water related sales could be materially affected by weather
conditions and government
regulation;
|
(6)
|
the
Company is subject to the risks of conducting business internationally;
and
|
(7)
|
the
industries in which the Company operates are highly competitive.
Additional risks and uncertainties are outlined in the Company’s filings
with the Securities and Exchange Commission, including its most
recent
fiscal 2007 Annual Report on Form
10-KSB.
|
|
|
Common
Stock
|
||
Issued
to
|
|
Shares
|
|
Estimated
price per share
|
Carrie
Garcia
|
|
10,000
|
|
$0.40
|
Alexis
Mayden
|
|
10,000
|
|
$0.40
|
Joaquin
Sierra
|
|
10,000
|
|
$0.40
|
Arturo
Villafuerte
|
|
10,000
|
|
$0.40
|
Grace
Wiles
|
|
2,500
|
|
$0.40
|
|
|
|
|
|
|
|
Common
Stock
|
||
Issued
to
|
|
Shares
|
|
Estimated
price per share
|
Wong
Johnson & Associates
|
|
61,548
|
|
$0.37
|
31.1
|
Certification
of the Chief Executive Officer pursuant to Rule 13a-14(a) (Section
302 of
the Sarbanes-Oxley Act of 2002)
|
31.2
|
Certification
of the Chief Financial Officer pursuant to Rule 13a-14(a) (Section
302 of
the Sarbanes-Oxley Act of 2002)
|
32.1
|
Certification
of the Chief Executive Officer pursuant to 18 U.S.C.ss.1350 Section
906 of
the Sarbanes-Oxley Act of 2002)
|
32.2
|
Certification
of the Chief Financial Officer pursuant to 18 U.S.C.ss.1350 Section
906 of
the Sarbanes-Oxley Act of 2002)
|
|
|
|
|
Seychelle
Environmental Technologies, Inc.
|
|
|
|
|
Date: November
27, 2007
|
By:
|
/s/ Carl
Palmer
|
|
Director,
Chief Executive Officer
and President
|
|
|
|
|
|
|
Date: November
27, 2007
|
By:
|
/s/ Jim
Place
|
|
Director
and Chief Financial Officer and Chief Operating
Officer
|