UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549-1004
FORM 10-Q
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þ
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QUARTERLY REPORT PURSUANT TO SECTION 13 or 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
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For the quarterly period ended March 31, 2008
or
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o
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TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
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For the transition period from to
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Commission file number: 0-29266
CVF TECHNOLOGIES CORPORATION
(Exact name of registrant as specified in its charter)
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Nevada
(State or other jurisdiction of
Incorporation or organization)
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87-0429335
(I.R.S. Employer
Identification No.)
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8604 Main Street, Suite 1
Williamsville, NY
14221
(Address of principal executive offices)
(Zip Code)
(716) 565-4711
(Registrants telephone number, including area code)
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
þ
No
o
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 and smaller reporting company in
Rule 12b-2 of the Exchange Act. (Check one):
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Large accelerated filer
o
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Accelerated filer
o
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Non-accelerated filer
o
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Smaller reporting company
þ
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(Do not check if a smaller reporting company)
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Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of
the Exchange Act). Yes
o
No
þ
As of May 5, 2008 there were 14,949,866 shares of common stock, $0.001 par value per share, of
the issuer outstanding
TABLE OF CONTENTS
PART I FINANCIAL INFORMATION
Item 1. Financial Statements
CVF TECHNOLOGIES CORPORATION AND SUBSIDIARIES
CONSOLIDATED BALANCE SHEETS
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(Expressed in U.S. Currency)
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March 31,
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December 31,
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2008
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2007
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(unaudited)
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(audited)
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ASSETS
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CURRENT ASSETS:
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Cash and cash equivalents
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$
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482,072
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$
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735,115
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Trade receivables
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26,561
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112,452
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Inventory
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114,969
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120,223
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Prepaid expenses and other
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21,899
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20,399
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TOTAL CURRENT ASSETS
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645,501
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988,189
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Property and equipment, net of accumulated depreciation
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14,240
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13,614
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Loans receivable
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142,251
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142,251
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Market value Biorem (see Note 4)
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2,128,510
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Holdings available for sale, at market
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1,042
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1,451
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Security Deposit, long-term
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1,619
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1,677
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Note receivable
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461,454
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477,843
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TOTAL ASSETS
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$
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3,394,617
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$
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1,625,025
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LIABILITIES AND STOCKHOLDERS (DEFICIT) EQUITY
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CURRENT LIABILITIES:
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Accounts payables and accrued liabilities
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$
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888,932
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$
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901,960
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IRS Audit Settlement
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970,404
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953,872
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TOTAL CURRENT LIABILITIES
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1,859,336
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1,855,832
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LONG-TERM LIABILITIES:
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Deferred income taxes
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99,021
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102,693
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Minority interest
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874,216
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905,265
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Pension obligation
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645,788
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677,001
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TOTAL LONG-TERM LIABILITIES
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1,619,025
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1,684,959
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Redeemable Series A preferred stock, $0.001 par value,
redeemable at $18.25 per share, authorized 500,000 shares,
issued and outstanding 1,592 shares
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29,054
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29,054
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3,507,415
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3,569,845
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STOCKHOLDERS (DEFICIT) EQUITY:
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Common stock, $0.001 par value, authorized 50,000,000 shares,
14,949,866 issued and in treasury 1,664,361
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16,614
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16,614
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Additional paid in capital
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30,033,521
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29,973,593
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Treasury stock
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(3,208,392
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(3,208,392
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Accumulated other comprehensive loss
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(242,582
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(319,917
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Deferred market value Biorem
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2,660,638
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Accumulated deficit
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(29,372,597
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(28,406,718
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TOTAL STOCKHOLDERS (DEFICIT) EQUITY
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(112,798
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(1,944,820
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TOTAL LIABILITIES AND STOCKHOLDERS (DEFICIT) EQUITY
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$
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3,394,617
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$
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1,625,025
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See notes to consolidated financial statements
CVF TECHNOLOGIES CORPORATION AND SUBSIDIARIES
CONSOLIDATED STATEMENT OF OPERATIONS
(UNAUDITED)
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(Expressed in U.S. Currency)
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Three months ended March 31,
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2008
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2007
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SALES
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$
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112,087
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$
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681,679
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Royalty Income
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17,426
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Cost of sales
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89,382
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537,176
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GROSS MARGIN
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40,131
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144,503
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EXPENSES:
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Selling, general and administrative
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518,671
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537,084
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TOTAL EXPENSES
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518,671
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537,084
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(Loss) from continuing operations before under noted items
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(478,540
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(392,581
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OTHER (EXPENSES) INCOME
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Interest (expense) income, net
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(14,017
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)
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6,306
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(Loss) from equity investees
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(34,456
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(75,674
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Gain on sale of shares
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99,330
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Other income, net
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4,725
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12,239
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(Decrease) in market value Biorem
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(542,560
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TOTAL OTHER (EXPENSE)
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(486,978
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(57,129
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(Loss) before income taxes and minority interest
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(965,518
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(449,710
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Income taxes
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770
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(Loss) before minority interest
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(965,518
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(450,480
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Minority interest in loss
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12,572
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NET (LOSS)
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$
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(965,518
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$
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(437,908
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BASIC (LOSS) PER SHARE
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$
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(0.08
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$
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(0.03
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DILUTED (LOSS) PER SHARE
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$
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(0.08
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$
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(0.03
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WEIGHTED SHARES USED IN COMPUTATION BASIC
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12,637,735
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12,637,735
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WEIGHTED SHARES USED IN COMPUTATION DILUTED
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12,637,735
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12,637,735
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See notes to consolidated financial statements
CVF
TECHNOLOGIES CORPORATION AND SUBSIDIARIES
CONSOLIDATED
STATEMENT OF CASH FLOWS
(UNAUDITED)
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(Expressed in U.S. Currency)
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Three Months Ended March 31,
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2008
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2007
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CASH FLOW FROM OPERATING ACTIVITIES:
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Net (loss) from continuing operations
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$
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(965,518
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$
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(437,908
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)
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Adjustments to reconcile net loss
from operating activities:
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Depreciation and amortization
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1,273
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1,028
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Minority interest in losses of subsidiaries
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(12,572
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Pension expense
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(31,213
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)
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(9,221
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Deferred income tax
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(3,672
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)
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(284
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)
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Loss from equity investees
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34,456
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75,674
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Decrease in market value Biorem
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542,560
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Equity based compensation
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61,104
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52,816
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Changes in non-cash working capital items
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Decrease (Increase) in trade receivables
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85,891
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(93,830
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(Increase) in inventory
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5,254
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(51,044
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Decrease (Increase) in prepaid expenses and other
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(1,500
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)
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8,920
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Increase (Decrease) in trade payables and accrued liabilities
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(168
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(97,498
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)
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693,985
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(126,011
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CASH (USED IN) OPERATING ACTIVITIES
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(271,533
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(563,919
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CASH FLOWS (USED IN) FROM INVESTING ACTIVITIES:
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Sale of Biorem equity
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99,330
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CASH PROVIDED BY INVESTING ACTIVITIES
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99,330
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EFFECT OF EXCHANGE RATE CHANGES ON CASH AND
CASH EQUIVALENTS
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(80,840
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(5,497
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NET (DECREASE) IN CASH AND CASH EQUIVALENTS
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(253,043
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)
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(569,416
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)
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CASH AND CASH EQUIVALENTS beginning of period
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735,115
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2,332,690
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CASH AND CASH EQUIVALENTS end of period
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$
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482,072
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$
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1,763,274
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See notes to consolidated financial statements
CVF
TECHNOLOGIES CORPORATION AND SUBSIDIARIES
STATEMENT
OF COMPREHENSIVE INCOME
(UNAUDITED)
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(Expressed in U.S. Currency)
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Three months ended March 31,
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2008
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2007
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Net (loss)
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$
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(965,518
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)
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$
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(437,908
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)
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Other comprehensive income, net of tax:
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Foreign currency translation adjustments
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77,009
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30,464
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Unrealized holding gains:
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Unrealized holding (losses) gain arising during period (see note below)
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326
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(1,775
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)
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Total other comprehensive income
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77,335
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28,689
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Comprehensive (loss) during period
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$
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(888,183
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)
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$
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(409,219
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)
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Note:
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Unrealized holding (losses) gain are net of tax of $217 and ($1,185) for the
three months ended March 31, 2008 and 2007, respectively.
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See notes to consolidated financial statements
CVF TECHNOLOGIES CORPORATION AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
THREE MONTHS ENDED MARCH 31, 2008 AND 2007
(UNAUDITED)
(Dollars Expressed in U.S. Currency)
1.
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|
BASIS OF PRESENTATION
|
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|
The accompanying financial statements are unaudited, but reflect all adjustments
which, in the opinion of management, are necessary for a fair presentation of financial
position and the results of operations for the interim periods presented. All such
adjustments are of a normal and recurring nature. The results of operations for any
interim period are not necessarily indicative of the results attainable for a full fiscal
year.
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The preparation of financial statements in conformity with generally accepted
accounting principles requires management to make estimates and assumptions that affect the
amounts reported in the financial statements and accompanying notes. Actual results could
differ from those estimates.
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Certain of the comparative figures have been reclassified to conform with the
presentation adopted in the current period. The Canadian dollar is the functional currency
used by the Company, whereas the reporting currency is the U.S. dollar.
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2.
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|
ACCOUNTING POLICIES
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|
|
Stock Based Compensation Plans
|
|
|
|
The Company adopted SFAS No. 123R, Share Based Payments. SFAS No. 123R requires
companies to expense the value of employee stock options and similar awards and applies to
all outstanding and vested stock-based awards.
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|
|
|
In computing the impact, the fair value of each option is estimated on the date of
grant based on the Black-Scholes options-pricing model utilizing certain assumptions for a
risk free interest rate; volatility; and expected remaining lives of the awards. The
assumptions used in calculating the fair value of share-based payment awards represent
managements best estimates, but these estimates involve inherent uncertainties and the
application of management judgment. As a result, if factors change and the Company uses
different assumptions, the Companys stock-based compensation expense could be materially
different in the future. In addition, the Company is required to estimate the expected
forfeiture rate
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|
|
and only recognize expense for those shares expected to vest. In estimating the Companys
forfeiture rate, the Company analyzed its historical forfeiture rate, the remaining lives
of unvested options, and the amount of vested options as a percentage of total options
outstanding. If the Companys actual forfeiture rate is materially different from its
estimate, or if the Company reevaluates the forfeiture rate in the future, the stock-based
compensation expense could be significantly different from what we have recorded in the
current period. The impact of applying SFAS No. 123R approximated $61,104 and $53,209 in
additional compensation expense during the three months ended March 31, 2008 and 2007. The
shares issued vest from April 2007 through November 2009. Such amount is included in
general and administrative expenses on the statement of operations.
|
|
3.
|
|
SUBSIDIARY SHAREHOLDERS MEETING
|
|
|
|
In November 2006, CVF received $860,306 from Gemprint as a shareholder distribution of
capital. In March 2008, Gemprint shareholders approved a shareholder distribution of
capital to be made in April 2008 of $1,328,000. CVFs portion of this distribution is
$1,035,320.
|
|
4.
|
|
SUBSIDIARY BIOREM GOES PUBLIC
|
|
|
|
In 2005, Biorem completed its going public transactions and began trading on the
Toronto Venture Exchange under the symbol BRM. CVFs ownership position in Biorem as of
March 31, 2008 is approximately 2.7 million shares representing 22.8% of the outstanding
shares of Biorem. Since CVF no longer owns more than 50% (effective November 24, 2004), CVF
recorded the results of Biorem on the equity basis of accounting through December 31, 2007.
|
|
|
|
In September 2006, the FASB issued FASB Statement No. 157. This Statement defines fair
value, establishes a framework for measuring fair value in generally accepted accounting
principles (GAAP), and expands disclosures about fair value measurements. CVF adopted this
statement effective the first quarter 2008 for Level 1 assets and liabilities and therefore
reports the market value of Biorem of $2,128,510 on its March 31, 2008 balance sheet. Also
recorded in the income statement was the change in market value from January 1, 2008 to
March 31, 2008 as an unrealized loss of $542,560.
|
|
5.
|
|
EQUITY AND DEBT INVESTMENT IN XYLODYNE CORPORATION
|
|
|
|
Xylodyne was capitalized with cdn $18,000 from two individuals that own 60% of
Xylodyne, while CVF contributed cdn $12,000 to capital for a 40% ownership of Xylodyne.
CVF also loaned Xylodyne another cdn $313,000 in the form of a debenture. Officers of CVF
are two of the four voting board members seats of Xylodyne. The cdn $313,000 debenture is
secured by the assets of Xylodyne only, with no personal guarantees from the majority
owners of Xylodyne.
|
|
|
CVF evaluated the consolidation of Xylodyne pursuant to paragraph 5 of FIN 46, which
states an entity shall be subject to consolidation if either of the following conditions
exists:
|
|
|
A.) The total equity investment at risk is not sufficient to permit the entity to finance
its activities without additional subordinated financial support from other parties. The
total equity investment at risk: (1) Includes only equity investments in the entity that
participate significantly in profits and losses, (2) Does not include equity interest that
the entity issued in exchange for subordinated interests in other variable interest
entities, (3) Does not include amounts provided to the equity investor directly or
indirectly by the entity or by other parties, (4) Does not include amounts financed for
equity investor ( for example by loans or guarantees of loans ) directly by the entity or
by other parties involved with the entity, unless that party is a parent, subsidiary or
affiliate of the investor that is required to be included in the same set of consolidated
financial statements as the investor.
|
|
|
|
B.) As a group the holders of the equity investment at risk lack any one of the following
three characteristics of controlling financial interest: (1) The direct or indirect ability
to make decisions about an entitys activities through voting rights or similar rights, (2)
The obligation to absorb the expected losses of the entity if they occur. The investor or
investors do not have that obligation if they are directly or indirectly protected from the
expected losses or are guaranteed a return by the entity itself or by other parties
involved with the entity, (3) The right to receive the expected residual returns of the
entity if they occur. The investors do not have that right if their return is capped by the
entitys governing documents or arrangements with other variable interest holders or with
the entity.
|
|
|
|
CVFs evaluation of including Xylodyne as a variable interest enterprise for
consolidation purposes is based on the following evaluation of both paragraphs 5(a) and
5(b) even though only meeting the conditions in one paragraph alone required the
consolidation of Xylodyne as a variable interest entity:
|
|
|
|
A.) At inception of Xylodyne, CVF believed that the cdn $30,000 capital investment was
insufficient to operate Xylodyne effectively, based on its intended goals and purpose,
hence the need for an additional amount of debt from CVF (ie: the cdn $313,000 debt). As
further support for the initial evaluation is at December 31, 2006, Xylodyne had cdn
$566,000 in assets and had losses of $161,200 in 2006 and $22,200 in 2007. The assets are
largely receivables from US based companies, while Xylodyne is a Canadian based entity.
Traditional banking relationships are difficult to obtain for a start up enterprise with a
business located in one country where as receivables are from companies in another country,
further supporting the need for the additional cdn $313,000 debt. In addition, it is also
possible, but not required, that CVF will extend further credit to Xylodyne as the majority
shareholders may not have additional funds for possible future
|
|
|
expansion. Based on the conditions elaborated in paragraph 5 (a) and paragraph 9 of FIN
46, CVF believes that it is required to consolidate Xylodyne as a variable interest entity.
|
|
|
|
B.) At inception under the conditions elaborated under paragraph 5(b) of FIN 46, (a)
CVF has two of the four voting board of director seats for making decisions, (b) the cdn
$313,000 debenture is secured by the assets and business of Xylodyne only, hence if
Xylodyne fails and ceases to operate, CVF is not protected against additional losses above
its cdn $12,000 investment as there is no other subordinated creditor, nor does CVF have
any outside guarantees or collateral for the $313,000 cdn debt outstanding, (c) should
Xylodyne perform beyond expectations as a result of CVFs equity ownership, CVF can enjoy
their ratable amount of residual returns. Based on the conditions elaborated in paragraph
5(b), CVF believes that it is required to consolidate Xylodyne as a variable interest
entity.
|
|
6.
|
|
INCOME (LOSS) PER SHARE
|
|
|
|
Basic income per share amounts are computed by dividing net income (loss)
from continuing operations available to common stockholders from
continuing operation, and net income available to common stockholders by
the weighted average number of common shares outstanding during the
period. The net income from continuing operations and net income
available to common stockholders consists of net income from continuing
operations and net income amounts reduced by the dividends on the
Companys Series A preferred stock. Diluted income per share reflects the
per share amount that would have resulted if diluted potential common
stock had been converted to common stock, as prescribed by SFAS 128. The
Company has presented dilutive income per share in those periods where
there was net income and therefore reduced income per share and not
presented dilutive loss per share information when the dilution would
reduce the loss per share.
|
|
7.
|
|
INVENTORY
|
|
|
|
Inventory consists of the following:
|
|
|
|
|
|
|
|
|
|
|
|
March 31, 2008
|
|
December 31, 2007
|
|
|
|
|
|
|
|
|
|
Finished goods
|
|
$
|
114,969
|
|
|
$
|
120,223
|
|
8.
|
|
INVESTMENTS
|
|
|
|
The following table provides certain summarized unaudited financial information
related to the Companys equity basis holdings:
|
|
|
|
|
|
|
|
|
|
|
|
Three Months Ended March 31,
|
|
|
2008
|
|
2007
|
|
|
|
Net Sales
|
|
$
|
3,162,905
|
|
|
$
|
1,534,499
|
|
Gross profit on sales
|
|
|
1,445,419
|
|
|
|
551,100
|
|
Net income (loss)
|
|
$
|
24,350
|
|
|
$
|
(398,645
|
)
|
9.
|
|
CONCENTRATION OF CREDIT RISK
|
|
|
|
For the three months ended March 31, 2008, the Companys subsidiary, Xylodyne
Corporation, had a customer which accounted for $nil or 0% of consolidated sales as
compared to $451,459 or 69.8% of the three months ended March 31, 2007 consolidated sales.
No other customer accounted for more than 10% of the Companys sales in the first three
months of either 2008 or 2007. The Companys accounts receivable from this customer at
March 31, 2008 and March 31, 2007 amounted to $47 and $390,328, respectively.
|
|
10.
|
|
DEPENDENCY ON SUPPLIER
|
|
|
|
The Companys subsidiary, Xylodyne Corporation, had one supplier that accounted for
$nil or 0% of consolidated cost of sales for the three months ended March 31, 2008 as
compared to $385,243 or 73.0% for the three months ended March 31, 2007. The Companys
accounts payable to this supplier at March 31, 2008 and March 31, 2007 amounted to $30,931
and $305,954, respectively.
|
|
11.
|
|
SETTLEMENT WITH THE INTERNAL REVENUE SERVICE
|
|
|
|
CVF received a final demand from the Internal Revenue Service dated February 19, 2008
requesting payment of tax totaling $515,000 relating to the tax audit of the years 1997,
2000 and 2001, plus
|
|
|
accrued interest and penalty for a total demand of $913,336. On March 12, 2008, CVF
responded to this Internal Revenue Service request by submitting a Form 12153 (Request for
Collection Due Process Hearing). As part of this submission CVF is requesting an
Installment Arrangement with the Internal Revenue Service and stating that CVF does not
agree to additional penalties and interest that is included in the $913,336 indicated by
the Internal Revenue Service. CVF plans to challenge the accrued interest charged by the
Internal Revenue Service as CVF believes it has strong grounds to
challenge the interest assessed.
|
|
12.
|
|
STOCK BUYBACK PLAN
|
|
|
|
As announced on December 30, 2005, the Companys Board of
Directors approved up to a maximum $500,000 stock buyback program. The
program allows the Company to make up to $500,000 of stock
repurchases. As of May 5, 2008, the Company has purchased 1,182,661
shares under this repurchase program for a total of $461,218.
|
|
13.
|
|
ISSUANCE OF RESTRICTED CVF COMMON SHARES
|
|
|
|
On April 6, 2006, the Board of Directors of the Company approved the Corporations
Management Incentive Program. In connection with the program, restricted stock was granted
to officers and employees of the Company totaling 1,660,000 restricted common shares. These
shares will vest every 12 months over a three year period beginning April 2007 with vesting
accelerated on a change of control. The value of these shares was recorded at $0.39 per
share which was the closing market price on that date. The expense is being recorded over
the period that the shares vest (36 months). During the first three months of 2008 and
2007, an expense of $55,126 and $53,209 was recorded, respectively.
|
|
|
|
On November 14, 2007, the Board of Directors of the Company approved awarding 652,131
restricted common shares in return for cancellation of all outstanding options and warrants
that had not expired at that time. These shares will vest at the end of each year over a
three year period beginning November 2008 with vesting accelerated on a change of control.
During the first quarter 2008 an expense of $5,978 was recorded for these shares.
|
|
14.
|
|
INTERIM FINANCIAL STATEMENT DISCLOSURES
|
|
|
|
Certain information and footnote disclosures normally included in annual financial
statements presented in accordance with generally accepted accounting principles have been
condensed or omitted from the accompanying unaudited interim financial statements.
Reference is made to the Companys audited financial statements for the year ended December
31, 2007 included in the Companys Annual Report on Form 10-KSB filed with the Securities
and Exchange Commission on April 15, 2008.
|
15.
|
|
IMPACT OF RECENTLY ISSUED ACCOUNTING STANDARDS
|
|
|
|
The Company has implemented new accounting standards as follows:
|
|
|
|
FASB 157 Fair Value Measures
|
|
|
|
In September 2006, the FASB issued FASB Statement No. 157. This Statement defines fair
value, establishes a framework for measuring fair value in generally accepted accounting
principles (GAAP), and expands disclosures about fair value measurements. This Statement
applies under other accounting pronouncements that require or permit fair value
measurements, the Board having previously concluded in those accounting pronouncements that
fair value is a relevant measurement attribute. Accordingly, this Statement does not
require any new fair value measurements. However, for some entities, the application of
this Statement will change current practices. This Statement is effective for financial
statements for fiscal years beginning after November 15, 2007. Earlier application is
permitted provided that the reporting entity has not yet issued financial statements for
that fiscal year. This Statement had significant positive and negative impact on the
financial statements of the Company as adopted in the first quarter 2008 (see Note 4.).
|
|
|
|
FASB 159 Fair Value Option for Financial Assets and Financial Liabilities
|
|
|
|
In February 2007, the FASB issued FASB Statement No. 159, The Fair Value Option for
Financial Assets and Financial Liabilities Including an Amendment of FASB Statement No.
115 (SFAS 159). This Statement provides companies with an option to measure, at specified
election dates, many financial instruments and certain other items at fair value that are
not currently measured at fair value. A company that adopts SFAS 159 will report unrealized
gains and losses on items for which the fair value option has been elected in earnings at
each subsequent reporting date. This Statement also establishes presentation and disclosure
requirements designed to facilitate comparisons between entities that choose different
measurement attributes for similar types of assets and liabilities. This Statement is
effective for fiscal years beginning after November 15, 2007, which for us is the first
quarter of fiscal 2008. This Statement had significant positive and negative impact on the
financial statements of the Company as adopted in the first quarter 2008.
|
|
|
|
FASB 161 Disclosures about Derivative Instruments and Hedging Activities
|
|
|
|
In March 2008, the FASB issued FASB Statement No. 161, which amends and expands the
disclosure requirements of FASB Statement No. 133 with the intent to provide users of
financial statements with an enhanced understanding of; how and why an entity uses
derivative instruments, how
|
|
|
the derivative instruments and the related hedged items are accounted for and how the
related hedged items affect an entitys financial position, performance and cash flows.
This Statement is effective for financial statements for fiscal years and interim periods
beginning after November 15, 2008. Management believes this Statement will have no impact
on the financial statements of the Company once adopted.
|
|
16.
|
|
SEGMENTED INFORMATION
|
|
|
|
The Company currently has four reportable segments: identification systems, natural
horticultural, electric vehicles & parts and general corporate. The identification systems
segment consists of one company whose assets were sold in December 2005 for consideration
which included a five year royalty stream. The natural horticultural segment consists of
one company that develops, manufactures and markets natural fertilizers, insecticides and
herbicides. In 2002, as a result of growth in the natural horticultural segment, as a
percentage of consolidated sales, the Company reallocated business units to business
segments to more appropriately group units for chief operating decision purposes and
reporting in accordance with SFAS 131. This change was applied on a retroactive basis.
The electric vehicles & parts segment (which commenced operations in April 2006) consists
of one company that is in the business of developing and distributing electric vehicles.
The Companys general corporate segment includes one company which provides funding and
management advisory services to the holdings. This segments profits include interest
income and gains on sales of its various holdings.
|
|
|
|
The Company evaluates performance and allocates resources based on continuing profit
or loss from operations before income taxes, depreciation and research and development. The
accounting policies of the reportable segments are the same as those described in the
summary of significant accounting policies.
|
|
|
|
There are no intersegment sales, transfers, or profit or loss.
|
|
|
|
Industry Segments for the Three Months Ended March 31, 2008 and 2007
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Electric
|
|
|
|
|
|
|
Identification
|
|
Natural
|
|
Vehicles
|
|
Corporate
|
|
|
|
|
Systems
|
|
Horticultural
|
|
& Parts
|
|
Administration
|
|
Total
|
|
|
$
|
|
$
|
|
$
|
|
$
|
|
$
|
2008
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Sales
|
|
|
|
|
|
|
17,540
|
|
|
|
94,547
|
|
|
|
|
|
|
|
112,087
|
|
Income (Loss) from
continuing operations
before other income
|
|
|
(9,876
|
)
|
|
|
(86,784
|
)
|
|
|
(69,408
|
)
|
|
|
(329,898
|
)
|
|
|
(495,966
|
)
|
Other income (expense)
|
|
|
27,487
|
|
|
|
(75,595
|
)
|
|
|
(5,413
|
)
|
|
|
(416,031
|
)
|
|
|
(469,552
|
)
|
Income (Loss) from
continuing operations
before income taxes
and minority interest
|
|
|
17,611
|
|
|
|
(162,379
|
)
|
|
|
(74,821
|
)
|
|
|
(745,929)
|
|
|
|
(965,518
|
)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Electric
|
|
|
|
|
|
|
Identification
|
|
Natural
|
|
Vehicles
|
|
Corporate
|
|
|
|
|
Systems
|
|
Horticultural
|
|
& Parts
|
|
Administration
|
|
Total
|
|
|
$
|
|
$
|
|
$
|
|
$
|
|
$
|
2007
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Sales
|
|
|
|
|
|
|
19,507
|
|
|
|
662,172
|
|
|
|
|
|
|
|
681,679
|
|
(Loss) from
continuing operations
before other income
(expense)
|
|
|
(31,312
|
)
|
|
|
(106,261
|
)
|
|
|
36,837
|
|
|
|
(291,845
|
)
|
|
|
(392,581
|
)
|
Other income (expense)
|
|
|
(4,608
|
)
|
|
|
13,046
|
|
|
|
14,674
|
|
|
|
(80,241
|
)
|
|
|
(57,129
|
)
|
(Loss) from
continuing operations
before income taxes
|
|
|
(35,920
|
)
|
|
|
(93,215
|
)
|
|
|
51,511
|
|
|
|
(372,086
|
)
|
|
|
(449,710
|
)
|
17.
|
|
CONTINGENCIES
|
|
|
|
A subsidiary of the Company, Xylodyne, does not have its own product liability
insurance and is in the process of attempting to obtain it to cover the products that it
sells. On January 4, 2008 its main supplier of vehicles, Bad Boy Enterprises, LLC notified
Xylodyne that Xylodyne was covered as a named insured under Bad Boy Enterprises, LLCs own
product liability insurance coverage and Xylodyne has now received a copy of such insurance
certificate. The certificate specifies that Xylodyne will be notified with 30 days notice
if such coverage were to no longer be effective. This policy has an expiration date of
December 15, 2008. If such coverage were to no longer be effective then Xylodyne would then
be uninsured for any potential lawsuits by individuals and/or entities that have purchased
products from Xylodyne. The Company cannot make an estimate of the cost of this potential
risk and therefore cannot account for any loss until an amount becomes determinable.
|
|
18.
|
|
SUBSEQUENT EVENTS
|
|
|
|
In April 2008 a return of capital distribution was made to shareholders of Gemprint as
approved at a special shareholders meeting conducted in March 2008. The total distribution
was $1,328,000, of which $1,035,320 was distributed to CVF.
|
|
|
|
In April 2008, the board of directors of CVF approved the award of an aggregate of
132,109 shares of restricted stock that vest immediately to a service provider to the
company. These restricted shares were awarded in exchange for the cancellation by the
recipient of an aggregate of 82,109 outstanding CVF restricted shares that vested over a 3
year period.
|
|
19.
|
|
GOING CONCERN
|
|
|
|
These consolidated financial statements have been prepared on a going concern basis,
which presumes that assets will be realized and liabilities discharged in the normal course
of business over the foreseeable future. The consolidated Companys current liabilities
exceed its current
|
|
|
assets. The Company has incurred losses over the quarter and the past 2 years, which have reduced the Companys cash reserves, and depleted stockholders
equity.
|
|
|
|
These conditions raise substantial doubt about the Companys ability to continue to
fund its investee companies and the ability of some of those companies to continue to
operate as a going concern.
|
|
|
|
The Companys primary need for cash is to maintain its ability to support the
operations and ultimately the carrying values of certain of its individual investee
companies. The Company from time to time may pursue the sale of a portion of its interests
in some of its investee companies as a source of funds, as well as establishing lines of
credit or issuing new stock and reduction of cash flow needs. The Company will continue to
assist its investee companies in their efforts to obtain outside financing in order to fund
the growth and development of their respective businesses and has taken steps to reduce the
operating cash requirements of the parent company and its investees. The Company is also
seeking outside investment for these companies. There is no assurance that these
initiatives will be successful or that certain of its investees will continue to have
adequate cash resources and capital to be able to continue as going concerns.
|
|
|
|
The Companys ability to continue to realize assets and discharge liabilities in the
normal course is uncertain and dependent on these and other initiatives. These financial
statements do not include any of the adjustments to the amounts or classification of assets
and liabilities that might be necessary should the Company be unable to continue its
business in the normal course.
|
Item 2.
MANAGEMENTS DISCUSSION AND ANALYSIS OR PLAN OF OPERATION
OVERVIEW:
CVF Technologies Corporation (www.cvfcorp.com) (CVF or the Company) was originally founded as a
limited partnership in 1989 and was converted into a corporation in 1995. CVF is involved in the
business of investing in and managing early stage companies primarily engaged in the environmental
technology sector. CVFs mandate is to acquire significant holdings in new and emerging technology
companies and then to assist them in their management, and through them to engage in their
respective businesses. CVFs current holdings include investments made in its investee companies
during the period from 1990 to the present.
CVF realizes revenues and profits through consolidation of the operating results of its investee
companies. CVF also endeavors to generate gains through the eventual sale of all or a portion of
its holdings in these companies at such time as management determines that CVFs funds can be
better deployed in other industries or companies. CVFs goal is to maximize the value of its
holdings in its investee companies for the Companys shareholders. One important way that CVF
accomplishes this is by taking the investee company public at the appropriate time or selling the
investee company. This has been done with CVFs former investee companies Certicom Corporation and
TurboSonic Technologies, Inc., both of which went public. Also, in January 2005 Biorem Inc.
(formerly Biorem Technologies Inc.) completed its going public transaction. Most recently G.P.
Royalty Distribution Corporation (formerly Gemprint Corporation), sold substantially all of its
assets in December 2005 for $7.5 million, while retaining a 5 year royalty stream of $1 per
Gemprint in excess of 100,000 Gemprints per year beginning December 22, 2005.
After CVFs initial investment, an investee company often requires additional capital to meet its
business plan. Consequently, the Company actively assists its investee companies in obtaining
additional capital which is usually sourced through CVFs own resources or via other investors.
CVFs ability to continue to provide assistance to its investees is subject to the limitations of
its own financial resources. The Gemprint sale and Biorem transaction increased CVFs liquidity and
thus its flexibility in assisting its investee companies.
On a stand-alone basis, CVF has no sales from operations. Sales and gross profit from sales reflect
the operations of CVFs consolidated subsidiaries only. The consolidated subsidiaries in the 2008
period are G.P. Royalty Distribution Corporation (Gemprint), Ecoval Corporation (Ecoval) and
Xylodyne Corporation (Xylodyne). CVF records profit and loss using the equity method for
companies in which CVF holds 20% to 50% ownership. These companies are Biorem and Petrozyme
Technologies Inc. (Petrozyme). The results of companies in which CVF has less than 20% ownership
are not included in the Consolidated Statement of Operations.
RESULTS OF OPERATIONS FOR THE THREE MONTHS ENDED MARCH 31, 2008 COMPARED TO THE THREE MONTHS ENDED
MARCH 31, 2007:
Consolidated sales of CVF subsidiaries for the three months ended March 31, 2008 amounted to
$112,087, representing a decrease of $569,592 compared to sales of $681,679 for the same period in
2007. The decrease in sales was due to Xylodynes sales decrease of $567,625. This decrease was
attributable to the loss of the motor sales during 2007. During 2007 Xylodyne lost a significant
part of its business which was the sales of motors (sales of $826,042 in 2007 and $909,333 in
2006) that although had relatively low gross margin (11.6%) also had low general and administrative
expenses and therefore generated profit for Xylodyne. Xylodyne is working towards having a positive
bottom line in 2008 while continuing to expand, although Xylodyne has had net losses since
inception.
CVF records profit and loss using the equity method for companies in which CVF holds 20% to 50%
ownership (the exception being Xylodyne which is consolidated as CVF is currently the only material
investor in that company). These companies, Biorem and Petrozyme, are not included in CVFs
consolidated results.
CVFs gross margin of $22,705 for the first quarter of 2008 represents a decrease of $121,798 from
the same period last year. This decrease is due to the sales decrease from Xylodyne. Overall gross
margin of CVF as a percentage of sales decreased to 20.03% for the first quarter of 2008 from 21.2%
for the first quarter of 2007.
Selling, general and administrative expenses on a consolidated basis for the three months ended
March 31, 2008 amounted to $518,671, representing a decrease of $18,413 (3%) compared to expenses
of $537,084 for the same period in 2007. This decrease is due to lower expenses at Gemprint,
Xylodyne and Ecoval offset by higher expenses at the parent. The decrease at Gemprint ($21,436 or
68% lower) is due to that company selling its assets in December 2005 and no longer operating a
business. The decrease at Ecoval of $18,737 (16%) is due to lower expenses compared to the 2007
period when sales and thus marketing expenses were being ramped up. The decrease at Xylodyne of
$16,295 (17%) was due to the sales reductions. The increase at the parent level of $38,055 (13%) is
due to higher consulting, medical insurance and travel & entertainment expenses.
Net interest expense was $14,017 for the first quarter of 2008 compared to income of $6,306 for the
first quarter of 2007. This increase in expense is due to an accrual in the first quarter 2008 of
$17,968 for the IRS audit settlement and a decrease in income due to lower interest bearing cash
balances in the first quarter 2008 compared to the same period in 2007.
Loss from equity holdings (entities in which CVF has a 50% or less ownership) was a loss of $34,456
in the 2008 first quarter compared to a loss of $75,674 in the 2007 period. This represents the
loss in the 2008 first quarter for the new joint venture company established by Ecoval and $9,933
for investment into Petrozyme compared to CVFs share of Biorems loss in the 2007 period.
Gain on sale of holdings amounted to $99,330 in the 2008 period. In the 2008 period the Company
sold a portion of one of its investee holdings.
Other income was $22,151 in the first quarter 2008 compared to income of $12,239 in the 2007
period. This was due to foreign exchange as the US dollar strengthened during the 2008 and 2007
periods.
Decrease in market value of Biorem totaling $542,560 represents the change in the market value of
Biorem shares held by CVF. The market value decreased to cdn $0.80 at March 31, 2008 from cdn $1.00
at January 1, 2008.
Income tax expense amounted to $nil in the first quarter 2008 compared to expense of $770 in the
first quarter 2007.
Minority interest included in the 2008 first quarter is $nil of income relating to the minority
shareholders of Gemprints share compared to $12,572 in the 2007 first quarter.
CVF, on a consolidated basis, recorded a net loss of $965,518 ($0.08 loss per share) for the three
months ended March 31, 2008 compared to a net loss of $437,908 ($0.03 loss per share) in the 2007
period.
LIQUIDITY AND CAPITAL RESOURCES:
Stockholders (deficit) equity as of March 31, 2008 amounted to a deficit of $112,798 compared to a
deficit of $1,944,820 at December 31, 2007. This net decrease in the deficit of $1,832,022 is
primarily attributable to the recording of the market value of Biorem at March 31, 2008 totaling
$2,660,638 offset by the loss for the first quarter 2008 of $965,518.
The current ratio of CVF at March 31, 2008 is .35 to 1, which has decreased from .53 to 1 at
December 31, 2007 due mainly to the cash used to fund the parent loss of $161,300 (net of $99,300
proceeds on sale of Biorem stock) in the first three months of 2008 and advances of $81,000 to
Ecoval.
CVF management anticipates that over the next twelve month period CVF should have sufficient cash
from various sources to sustain itself. Between cash on hand, and the sale of a portion of its
holdings in certain investee companies, the Company expects to have enough cash to fund itself and
certain of its investee companies that are currently not profitable. Additionally, CVF has limited
outside debt and a line of credit could be sought. CVFs auditors report in its financial
statements, which has been provided with this report contains a going concern qualification.
However for the reasons cited above CVF anticipates having sufficient cash resources over the next
12 months to sustain its business activities.
Over the past six and a half years CVF has undertaken many initiatives to lower the parent
companys expenses. These initiatives have included lowering the head count of its office staff as
well as the elimination of executive positions. The use of consultants has been significantly
reduced. Travel and entertainment has been significantly reduced over the last 4 years and will
continue at the reduced level going forward. CVF management has adopted a very aggressive cost and
expenditure controls and monitoring policy. CVF, on February 27, 2006, redeemed its Series C
Preferred Stock as well as paid accrued dividends for total cash payment of $1,130,767.
As at March 31, 2008, CVFs cash balance was $482,072 which is a decrease of $253,043 compared to
December 31, 2007. The reduction of CVFs cash position was from investment in Ecoval totaling
$81,000 and its parent company overhead. The primary source of cash for the Company is expected to
be from the proceeds of the sale of Gemprint and the Company may from time to time pursue the sale
of a portion of its interests in one or more of its investee companies, or from CVF issuing
additional securities. In November 2006 CVF received $860,306 from Gemprint as a shareholder
distribution of capital. The Company will also continue to assist its investee companies in their
efforts to obtain outside financing in order to fund their growth and development of their business
plans. Certain of the Companys financial obligations included in current liabilities related to
items that will not be paid in the near term. The Company will carefully manage its cash payments
on such obligations.
As announced on December 30, 2005 CVFs Board of Directors approved a $500,000 stock buyback
program. The program allows the Company to make up to $500,000 of stock repurchases. As of May 5,
2008, the Company has purchased 1,182,661 shares for $461,218 under this program.
Critical Accounting Policies
An understanding of CVFs accounting policies is necessary for a complete analysis of our results,
financial position, liquidity and trends. We focus your attention on the following accounting
policies of the Company:
Going concern These consolidated financial statements have been prepared on a going concern
basis, which presumes that assets will be realized and liabilities discharged in the normal course
of business over the foreseeable future. The consolidated Companys current liabilities exceed its
current assets. The consolidated Company has incurred losses over the year and for the past two
years, which have reduced the Companys cash reserves, and depleted stockholders equity. Further,
the Company has a contingent liability described in Note 17.
These conditions raise substantial doubt about the Companys and its consolidated subsidiaries
ability to continue in the normal course of business as a going concern.
The Companys primary need for cash is to maintain its ability to support the operations and
ultimately the carrying values of certain of its individual investee companies. The Company may
from time to time pursue the sale of a portion of its interests in one or more of its investee
companies as a source of funds, as well as reducing its cash flow needs. The Company is also
seeking outside investment. There is no assurance that these initiatives will be successful or that
the Company or certain of its investees will continue to have adequate cash resources and capital
to be able to continue as going concerns.
The Companys ability to continue to realize assets and discharge liabilities in the normal course
is uncertain and dependent on these and other initiatives. These financial statements do not
include any of the
adjustments to the amounts or classification of assets and liabilities that might be necessary
should the Company be unable to continue its business in the normal course.
Revenue recognition Revenue from the sale of manufactured products is recognized when the goods
are shipped and accepted by the customer. The Company recognizes revenue on long-term contracts on
the percentage of completion basis, based on costs incurred relative to the estimated total
contract costs. Losses on such contracts are accrued when the estimate of total costs indicates
that a loss will be realized. Contract billings in excess of costs and accrued profit margins are
included as deferred revenue, which is part of current liabilities. Service revenue is recognized
when the services are performed.
Inventory Finished goods are stated at the lower of cost or market using the first-in, first-out
method of costing. Raw materials are stated at the lower of cost or replacement value, using the
first-in, first-out method.
Contingencies As the result of an audit, in 2003 the IRS proposed adjustments to the Companys
income tax returns for 1997, 2000, and 2001, and asserted a tax deficiency of $2,969,123, plus
interest. More specifically, the IRS proposed disallowances of (1) bad debt deductions in 2000 and
2001 in the amounts of $1,221,494 and $1,232,257, respectively; (2) worthless stock loss in the
amount of $5,806,496 in 2000; (3) worthless stock loss in the amount of $2,141,566 in 2000; and (4)
capital loss carryback of $447,452 from the taxable year 2001 to 1997. The administrative appeals
division of the IRS and the Company agreed to settle the dispute. Under the settlement, the IRS
would concede (1) and (3) and the Company would concede (4). With respect to (2), the worthless
stock loss in 2000, the IRS and the Company would agree the loss would be allowed, in part, in 2000
and, in part, in 2001 ($3,870,999 in 2000; $1,935,490 in 2001). Because that loss was carried back
to 1997, the settlement would result in a total tax deficiency of $515,030, plus interest, for the
tax year 1997 and no deficiencies for 2000 and 2001. The part of the loss disallowed for carryback
from 2000 to 1997 would be available as a carryforward for years after 2001. On July 9, 2007, the
Company received a letter from the IRS confirming final approval of the settlement.
CVF received a final demand from the Internal Revenue Service dated February 19, 2008 requesting
payment of tax totaling $515,000 relating to the tax audit the years 1997, 2000 and 2001 plus
accrued interest and penalty for a total demand of $913,336. On March 12, 2008, CVF responded to
this Internal Revenue Service request by submitting a Form 12153 (Request for Collection Due
Process Hearing). As part of this submission CVF is requesting an Installment Arrangement with the
Internal Revenue Service and stating that CVF does not agree to additional penalties and interest
that is included in the $913,336 indicated by the Internal Revenue Service. CVF plans to challenge
the accrued interest charged by the Internal Revenue Service as CVF
believes it has strong grounds to challenge the interest assessed.
Stock Options/Warrants/Restricted Stock Grants
During the first quarter 2008, the Company granted nil [nil in 2007] stock options to certain
officers, employees and directors.
In November 2007, the Board of Directors of the Company approved awarding 652,131 restricted common
shares in return for cancellation of all outstanding options and warrants that had not expired at
that time. These shares will vest at the end of each year over a three year period beginning
November 2008 with vesting accelerated on a change of control. During the first quarter 2008 an
expense of $5,978 was recorded for these shares.
On April 6, 2006 the Board of Directors of the Company approved the Corporations Management
Incentive Program. In connection with the program, CVF restricted common stock was granted to
officers and employees of the Company totaling 1,660,000 restricted common shares. These shares
will vest at the end of each year over a three year period beginning April 2007 with vesting
accelerated on a change of control. The value of these shares was recorded at $0.39 per share which
was the closing market price on that date. The expense is being recorded over the period that the
shares vest (36 months). During the first quarter 2008 an expense of $55,126 was recorded compared
to an expense of $53,209 in the first quarter 2007.
FINANCIAL CONSIDERATIONS:
The business of CVF is subject to risks described elsewhere in this report, and an investor should
consider the following:
Early Stage Development Companies: Each of the investees is an early stage development company
with a limited relevant operating history upon which an evaluation of its prospects can be made and
prone to the risks of all early stage development companies, including those described under
Forward Looking Statements. As such, there can be no assurance of the future success of any of
the investees.
Quarterly Fluctuations: CVFs financial results have historically been, and will continue to be,
subject to quarterly and annual fluctuations due to a variety of factors, primarily resulting from
the nature of the technology companies in which it invests. Any shortfall in revenues in a given
quarter may impact CVFs results of operations due to an inability to adjust expenses during the
quarter to match the level of revenues for the quarter. There can be no assurance that CVF will
report net income in any period in the future, except when it realizes a gain from profitably
selling off a portion of its assets, which is CVFs core business model. While some of the
investees have consistently reported losses, CVF has recorded income in certain fiscal periods as
it did in 2005 and experienced fluctuations from period to period due to the sale of some of its
holdings, other one-time transactions and similar events.
Rapid Technological Change: The markets for CVFs investees products are generally characterized
by rapidly changing technology, evolving industry standards, changes in customer needs and frequent
new product introductions. The future success of the investees will depend on their ability to
enhance current products, develop new products on a timely and cost-effective basis that meet
changing customer needs and to respond to emerging industry standards and other technological
changes. There can be no assurance that the investees will be successful in developing new products
or enhancing their existing products on a timely basis, or that such new products or product
enhancements will achieve market acceptance.
FORWARD LOOKING STATEMENTS:
CVF believes that certain statements contained in this Quarterly Report on Form 10-Q constitute
forward-looking statements within the meaning of the Private Securities Litigation Reform Act of
1995. These forward-looking statements involve known and unknown risks, uncertainties and other
factors that may cause the Companys actual results, performance or achievements to vary materially
from the Companys expected results, performance or achievements. Other factors that may
affect CVFs future
results include:
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general economic and business conditions;
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foreign currency fluctuations, particularly involving the Canadian dollar:
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the Companys ability to find additional suitable investments and the ability of those
investments to generate an acceptable return on invested capital; and
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the uncertainties and risks involved in investing in early-stage development companies
which can arise because of the lack of a customer base, lack of name recognition and
credibility, the need to locate and retain experienced management and the need to develop and
refine the business and its operations, among other reasons.
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the Companys ability to obtain capital to fund its operations and those of its investees.
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The Company will not update any forward-looking statements to reflect actual results or changes in
the factors affecting the forward-looking statements.
Item 3. Quantitative and Qualitative Disclosures About Market Risk.
Not applicable.
Item 4. Controls and procedures.
Not applicable.
Item 4T.
Evaluation of Disclosure Controls and Procedures. We maintain disclosure controls and procedures
as such term is defined in Rule 13a-15(e) under the Securities Exchange Act of 1934. In designing
and evaluating our disclosure controls and procedures, our management recognized that disclosure
controls and procedures, no matter how well conceived and operated, can provide only reasonable,
not absolute, assurance that the objectives of disclosure controls and procedures are met.
Additionally, in designing disclosure controls and procedures, our management necessarily was
required to apply its judgment in evaluating the cost-benefit relationship of possible disclosure
controls and procedures. The design of any disclosure controls and procedures is also 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.
Our management, including our Chief Executive Officer and our Chief Financial Officer, has
evaluated the effectiveness of our disclosure controls and procedures as of the end of the period
covered by this Report on Form 10-Q. Based on such evaluation, for the reasons discussed in our
report on internal control over financial reporting contained in our 2007 Form 10-KSB, our Chief
Executive Officer and Chief Financial Officer have concluded that, as of the end of the period
covered by this Report on Form 10-Q, our disclosure controls and procedures were not effective:
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to give reasonable assurance that the information required to be disclosed by us in reports that
we file under the Securities Exchange Act of 1934 is recorded, processed, summarized and reported
within the time periods specified in the Securities and Exchange Commissions rules and forms, and
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to ensure that information required to be disclosed in the reports that we file or submit under
the Securities Exchange Act of 1934 is accumulated and communicated to our management, including
our CEO and our CFO, to allow timely decisions regarding required disclosure.
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Changes in Internal Control over Financial Reporting. There have been no changes in our
internal control over financial reporting during our first fiscal quarter that has materially
affected, or is reasonably likely to materially affect, our internal control over financial
reporting.
PART II OTHER INFORMATION
Item 1. Legal Proceedings
None
Item 2. Unregistered Sales of Equity Securities and Use of Proceeds.
None
Item 5. Other Information.
On April 25, 2008, the board of directors of CVF approved the award of an aggregate of 132,109
shares of restricted stock that vest immediately to service providers to the company. These
restricted shares were awarded in exchange for the cancellation by the recipient of an aggregate of
82,109 outstanding CVF restricted shares that vested over a 3 year period.
Item 6. Exhibits
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(11)
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Statement re computation of per share earnings
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(31.1)
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Certification of Chief Executive Officer Pursuant to Section 302 of the
Sarbanes-Oxley Act of 2002.
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(31.2)
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Certification of Chief Financial Officer Pursuant to Section 302 of the
Sarbanes-Oxley Act of 2002.
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(32)
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Certifications Pursuant to 18 U.S.C. 1350 As Adopted Pursuant to
Section 906 of the Sarbanes-Oxley Act of 2002
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SIGNATURES
In accordance with the requirements of the Exchange Act, the
registrant caused this report to be signed on its behalf by the
undersigned, thereunto duly authorized.
DATED: May 15, 2008
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CVF TECHNOLOGIES CORPORATION
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By:
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/s/ Jeffrey I. Dreben
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Name:
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Jeffrey I. Dreben
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Title:
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Chairman of the Board, President
and Chief Executive Officer
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By:
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/s/ Robert L. Miller
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Name:
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Robert L. Miller
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Title:
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Chief Financial Officer
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EXHIBIT INDEX
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No.
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Description
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(11)
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Statement re computation of per share earnings.
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(31.1)
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Certification of Chief Executive Officer Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
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(31.2)
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Certification of Chief Financial Officer Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
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(32)
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Certifications Pursuant to 18 U.S.C. 1350 As Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.
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