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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D. C. 20549
FORM 10-QSB
(Mark one)
X
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QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d)
OF THE SECURITIES EXCHANGE ACT OF 1934
For the quarterly period ended March 31, 2001
OR
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TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d)
OF THE SECURITIES EXCHANGE ACT OF 1934
For the transition period from _______ to _______
Commission file number 0-26433
ENVIRO-CLEAN OF AMERICA, INC.
(Exact name of registrant as specified in its charter)
NEVADA 88-0386415
(State or other jurisdiction of (I.R.S. Employer Identification No.)
incorporation or organization)
1023 Morales
San Antonio, Texas 78207
(Address of principal executive offices)
(210) 293-1232
(Issuer's telephone number, including area code)
Check whether the registrant (1) filed all reports required to be filed by
Section 13 or 15(d) of the Exchange Act during the past 12 months (or for such
shorter period that the registrant was required to file such reports), and (2)
has been subject to such filing requirements for the past 90 days. Yes X No
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State the number of shares outstanding of each of the issuer's classes of
Common Stock as of the latest practicable date: The total number of shares of
Common Stock, par value $0.001 per share, outstanding as of May 15, 2001 was
6,785,923.
Transitional Small Business Disclosure Format (check one) Yes No X
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ENVIRO-CLEAN OF AMERICA, INC.
TABLE OF CONTENTS
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Page
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PART I - FINANCIAL INFORMATION
Item 1. Consolidated Financial Statements
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Condensed Consolidated Balance Sheets as of March 31,2001 (Unaudited) 2
and December 31, 2000 (Audited).....................................................
Condensed Consolidated Statements of Income of Operations for the three months ended
March 31, 2001 and 2000 (Unaudited)................................................. 3
Condensed Consolidated Statements of Cash Flows for the three months ended March 31,
2001 and 2000 (Unaudited)........................................................... 4
Notes to the Condensed Consolidated Financial Statements (Unaudited)..................... 5
Item 2. Management's Discussion and Analysis of Financial Condition and Results of Operations.... 8
PART II - OTHER INFORMATION
Item 1. Legal Proceedings........................................................................ 11
Item 2. Changes in Securities.................................................................... 11
Item 3. Defaults Upon Senior Securities.......................................................... 11
Item 4. Submission of Matters to a Vote of Security Holders...................................... 11
Item 5. Other Information and Subsequent Events.................................................. 12
Item 6. Exhibits and Reports on Form 8-K......................................................... 12
SIGNATURE.......................................................................................... 15
</TABLE>
1
PART I - FINANCIAL INFORMATION
ITEM 1. Financial Statements
ENVIRO-CLEAN OF AMERICA, INC. & SUBSIDIARIES
CONDENSED CONSOLIDATED BALANCE SHEET
<TABLE>
<CAPTION>
MARCH 31, DECEMBER 31,
2001 2000
(Unaudited) (Audited)
ASSETS
<S> <C> <C>
Current assets
Cash $ 2,312,308 $ 2,619,731
Accounts receivable, net of allowance for doubtful accounts of $82,291 843,987 744,829
Inventory 758,845 763,161
Marketable securities-available for sale 3,022,500 1,395,000
Prepaid expenses and other current assets 53,949 59,007
Prepaid income taxes 1,013,346 1,008,338
----------- -----------
Total current assets 8,004,935 6,590,066
Fixed assets-less accumulated depreciation and amortization of $890,745 and $875,454 211,660 226,951
Deferred income tax asset, net of valuation allowance of $114,000 - -
Equity investment 955,995 980,384
Goodwill 3,563,944 3,674,179
----------- -----------
TOTAL ASSETS $12,736,534 $11,471,580
=========== ===========
LIABILITIES & STOCKHOLDERS' EQUITY
Current Liabilities
Accounts payable and accrued expenses $ 950,675 $ 930,511
Notes payable-related parties 662,500 775,000
Current maturities of long-term debt 30,288 32,416
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Total current liabilities 1,643,463 1,737,927
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Long-term liabilities
Notes payable - related parties-subordinated 1,507,219 1,474,522
Notes payable-related parties 233,334 333,334
Long-term debt, less current maturities 48,842 54,937
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Total liabilities 3,432,858 3,600,720
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Commitments
Redeemable preferred stock-$.001 par value; authorized 5,000,000 shares
70,000 shares of convertible stock designated as Series E stock-
$2.50 stated value; issued and outstanding 70,000 shares 175,000 175,000
----------- -----------
Stockholders' equity
Common stock-$.001 par value; authorized 20,000,000 shares;
issued 7,271,752 ; outstanding 6,742,954 and 6,771,752 7,273 7,273
Less: Treasury stock-528,798 and 500,000 shares at cost (1,055,936) (1,000,000)
Additional paid-in capital 11,559,043 11,559,043
Accumulated other comprehensive income 3,019,710 1,392,210
Accumulated deficit (4,561,414) (4,422,666)
Common stock to be issued 160,000 160,000
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Total stockholders' equity 9,128,676 7,695,860
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TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY $12,736,534 $11,471,580
=========== ===========
</TABLE>
See Notes to Consolidated Financial Statements
2
ENVIRO-CLEAN OF AMERICA, INC. & SUBSIDIARIES
CONDENSED CONSOLIDATED STATEMENT OF OPERATIONS
FOR THE THREE MONTHS ENDED MARCH 31, 2001 AND 2000
(unaudited)
<TABLE>
<CAPTION>
<S> <C> <C>
2001 2000
Net Sales $2,114,837 $2,068,211
Cost of sales 1,239,675 1,055,925
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Gross profit 875,162 1,012,286
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Operating expenses:
Salaries 439,965 468,076
Professional fees 113,428 110,636
Depreciation and amortization 15,291 22,520
Amortization of goodwill 106,919 222,303
Marketing 1,612 12,272
Rent 119,993 109,700
Interest 104,057 212,336
Other 113,608 287,450
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Total operating expenses 1,014,873 1,445,293
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Operating loss (139,711) (433,007)
Other income 2,276 6,782,813
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Income (loss) before income tax expense (137,435) 6,349,806
Income tax expense - 1,612,171
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Net income (loss) from continuing operations (137,435) 4,737,635
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Income from operations of discontinued subsidiaries - 92,722
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Net income (loss) (137,435) 4,830,357
Preferred stock dividends (1,313) (67,384)
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Net income (loss) attributable to common stockholders (138,748) 4,762,973
========== ==========
Income (loss) per share from continuing operations $ (0.02) $ 0.96
========== ==========
Income per share from discontinued operations $ - $ 0.02
========== ==========
Income (loss) per share-basic and diluted $ (0.02) $ 0.98
========== ==========
Weighted average number of shares outstanding 6,751,214 4,883,307
========== ==========
</TABLE>
See Notes to Consolidated Financial Statements
3
ENVIRO-CLEAN OF AMERICA, INC. & SUBSIDIARIES
CONDENSED CONSOLIDATED CASH FLOW STATEMENT
FOR THE THREE MONTHS ENDED MARCH 31, 2001 AND 2000
(unaudited)
<TABLE>
<CAPTION>
<S> <C> <C>
2001 2000
Cash flows from operating activities:
Net Income (loss) $ (137,435) $ 4,830,357
---------- -----------
Adjustments to reconcile net income or (loss) to net cash
used in operating activities:
Depreciation and amortization 15,291 35,096
Amortization of goodwill 106,919 222,303
Non-cash interest expense 32,697 59,883
Gain on sale of investment - (6,747,000)
Shares returned for legal services (46,875)
Loss on equity investment 24,389 -
Changes in assets and liabilities net of
effects of dispositions:
(Increase) in accounts receivable (99,158) (206,710)
(Increase) decrease in prepaid expenses and other current assets 5,058 (8,011)
Increase in prepaid income taxes (5,008) -
Decrease in inventories 4,316 24,387
Increase (decrease) in accounts payable and accrued expenses 20,164 (3,571)
Increase in income taxes payable - 1,615,782
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Total adjustments 57,793 (5,007,841)
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Net cash used in operating activities (79,642) (177,484)
---------- -----------
Cash flows from investing activities:
Decrease in notes receivable - 835,992
Purchase of property and equipment-net - (31,807)
Net proceeds on sale of investment - 6,750,000
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Net cash provided by investing activities - 7,554,185
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Cash flows from financing activities:
Net proceeds from issuance of common stock - 980,000
Repayment of notes payable-related parties and other (220,723) (343,056)
Preferred stock redeemed - (1,600,000)
Purchase of treasury stock (5,745) -
Dividends paid (1,313) (67,384)
---------- -----------
Net cash used in financing activities (227,781) (1,030,440)
---------- -----------
Net increase (decrease) in cash (307,423) 6,346,261
Cash - beginning 2,619,731 1,833,478
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Cash - ending $2,312,308 $ 8,179,739
========== ===========
Supplemental information:
Cash paid during the period for:
Interest $ 75,811 $ 174,975
========== ===========
Income taxes $ - $ 23,280
========== ===========
Supplemental schedule of non-cash investing and financing activities:
Fixed asset financing obligations incurred $ - $ 31,566
========== ===========
</TABLE>
See Notes to Consolidated Financial Statements
4
ENVIRO-CLEAN OF AMERICA, INC. AND SUBSIDIARIES
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
FOR THE THREE MONTHS ENDED MARCH 31, 2001
1. General
The accompanying financial statements, footnotes and discussions should be
read in conjunction with the financial statements, related footnotes and
discussions contained in the Company's Annual Report filed with Form 10-KSB for
the year ended December 31, 2000. The financial information contained herein is
unaudited. In the opinion of management, all adjustments necessary for a fair
presentation of such financial information have been included. All adjustments
are of a normal recurring nature.
The results of operations for the three months ended March 31, 2001 and
2000, are not necessarily indicative of the results to be expected for the full
year.
2. Principal Business Activity and Summary of Significant Accounting Policies
The accompanying consolidated financial statements include the accounts of
Enviro-Clean of America, Inc and its subsidiaries (collectively the "Company").
All significant intercompany balances and transactions have been eliminated in
consolidation.
The principal business activity of the Company is manufacturing and the
wholesale distribution of sanitary maintenance supplies and paper products.
Property and equipment are recorded at cost. Depreciation is provided for
by the straight-line method over the estimated useful lives of the property and
equipment.
Inventories consisting of raw materials, work in process and finished goods
are valued at the lower of cost or market. Cost is determined using the first-
in, first-out method.
The preparation of financial statements in accordance with generally
accepted accounting principles requires the use of estimates by management.
Actual results could differ from these estimates.
At each balance sheet date, the Company evaluates the period of
amortization of intangible assets. The factors used in evaluating the period of
amortization include: (i) current operating results, (ii) projected future
operating results, and (iii)any other material factors that effect the
continuity of the business.
Preferred stock dividends in arrears, which represent dividends declared,
but unpaid at March 31, 2001 totals $1,313. Preferred stock dividends declared
for three months totals $1,313. As of April 1, 2001, all dividends declared
through March 31, 2001 have been paid in full.
Earnings (loss) per share ("EPS") is computed by dividing net income or
loss by the weighted-average number of common shares outstanding for the period.
Both basic and diluted net income (loss) per share are the same, because the
effect of the Company's outstanding warrants and options is anti-dilutive.
5
Management does not believe that any recently issued, but not yet
effective, accounting standards, if currently adopted, would have a material
effect on the accompanying financial statements.
3. Investment in Affiliate
The Company and Messrs. Kandel, Davis and Etra have invested in
b2bstores.com, Inc., a California based company which designs Internet-based
electronic commerce programs. b2bstores.com, Inc. has assisted the Company to
develop the Company's eCommerce website. The Company has entered into an
agreement with b2bstores.com, Inc. in which b2bstores.com, Inc. will host five
on-line stores at their website and the Company will receive 2-5% of the top
line revenues on each product sold at such stores. Mr. Kandel, the Chairman and
Chief Executive Officer of the Company, serves as Chairman of the Board of
b2bstores.com, Inc. During the 3 months ended March, 31, 2000, the Company was
repaid working capital loans to b2bstores.com, Inc. totaling $1,399,836 plus
interest equal to 8% per annum.
During March 2000, the Company sold one half of its investment, 1,000,000
shares of b2bstores.com, Inc., netting $6,750,000 in proceeds through a private
sale to ZERO.NET, Inc.
On March 14, 2001, b2bstores.com, Inc. completed a merger with IVAX
Diagnostics, Inc., in which IVAX Diagnostics, Inc. merged with and into
b2bstores.com, Inc. To consummate the merger, b2bstores.com, Inc. issued
20,000,000 shares of common stock as merger consideration, changed its name to
IVAX Diagnostics, Inc., and commenced trading on the American Stock Exchange
under the symbol "IVD" Because of the dilutive effect on the Company's equity
holdings, the Company is no longer considered to be an affiliate of IVAX
Diagnostics, Inc.
During the quarter ended March 31, 2000, the Company and the sellers of
June Supply, adjusted the purchase price of June by $300,000. As a result, both
the notes payable to the sellers and the corresponding goodwill were reduced by
$300,000 during the quarter.
Subsequent to March 31, 2000 the Company disposed of June Supply Co., Inc.,
a San Antonio, Texas based subsidiary.
4. Stockholders' Equity
In January 2000, the Company began a new private placement of a maximum of
137,500 Units at $8.00 per unit, each consisting of two shares of Common Stock
and one common stock purchase warrant. The warrants have an exercise price of
$4.25 and are exercisable for a three year period which began upon issuance. On
February 29, 2000, the Company sold an aggregate of 122,500 units to
approximately 18 accredited investors for aggregate proceeds to the Company of
$980,000. The Company closed the private placement on February 29, 2000.
During January 2001, the Company received 25,000 shares of common stock
back into the treasury, surrendered to the Company from former outside counsel,
originally issued in consideration for services performed, as part settlement of
litigation.
During January 2001, the Company bought back 2,969 of its common shares on
the open market for an amount aggregating $5,745, pursuant to its Stock
Repurchase Program which was authorized by the Company's Board of Directors on
November 22, 2000.
During March 2001, the Company retired 829 of its common shares
representing shares not earned per the purchase agreement of Superior Chemical &
Supply, Inc. for the 12 months ended July 31, 2000.
5. Preferred Stock
On March 16, 2000, the Company redeemed all of its outstanding shares of
Series D Preferred Stock for a total of $1,600,000 plus unpaid accrued dividends
of $29,071.04 .
6
During March, 2000, the Company began a program to convert all of its
Series B Cumulative Convertible Preferred Stock. Under the program, the
stockholders could either convert their shares plus accrued dividends into
common shares or redeem them for cash. On April 1, 2000, a total of $492,000 was
redeemed for cash and the balance converted into 426,195 common shares.
On April 1, 2000, with Board approval, all of the outstanding shares of the
Series A Preferred Stock, were redeemed for a total of $2,500,000, plus unpaid
accrued dividends of $25,000.
6. Contingencies
In connection with the Company's current investment in equip2move.com
Corporation, of which they own approximately 34%, the Company is obligated to
provide equip2move with additional equity financing of $1.25 million by or
before February 1, 2001. As of May 15, 2001, the Company has not provided
equip2move with the additional equity financing and is negotiating with
equip2move to relieve the obligation.
7
Item 2. Management's Discussion and Analysis of Financial Condition and
Results of Operations
The matters discussed in this Form 10-QSB contain certain forward-looking
statements and involve risks and uncertainties (including changing market
conditions, competitive and regulatory matters, etc.) detailed in the disclosure
contained in this Form 10-QSB and the other filings with the Securities and
Exchange Commission made by the Company from time to time. The discussion of the
Company's liquidity, capital resources and results of operations, including
forward-looking statements pertaining to such matters, does not take into
account the effect of any changes to the Company's operations. Accordingly,
actual results could differ materially from those projected in the forward-
looking statements as a result of a number of factors, including those
identified herein.
This item should be read in conjunction with the financial statements
contained elsewhere in the report.
General
In December 2000, the Board voted to discontinue its current business plan
of acquisition and consolidation of janitorial supply companies. The Board is
currently exploring strategic alternatives outside the janitorial industry which
could include a variety of business combinations, including, but not limited to,
divestitures, dispositions, acquisitions, mergers and strategic alliances. The
Company has formed a Mergers and Acquisitions Committee and engaged the services
of Harter Financial, Inc. to facilitate the search for an acceptable strategic
alternative. In the interim, the Company intends to continue to operate its
remaining operating subsidiaries and monitor its equity investments.
Prior to the Board's decision to discontinue its consolidation strategy in
the janitorial industry, the Company's business model focused on acquiring
janitorial distribution companies which met the Board's defined criteria. Since
the implementation of the strategy in January 1999 until its discontinuance in
December 2000, the Company had acquired five operating subsidiaries in the
janitorial industry, including Kandel & Son, Inc., NISSCO/Sunline, Inc.
("NISSCO"), Cleaning Ideas Corporation, Superior Chemical & Supply, Inc. and
June Supply, Inc. ("June") and had completed substantial equity investments in
two companies, b2bstores.com, Inc. (now known as IVAX Diagnostics, Inc.) and
equip2move.com Corporation. Subsequently, the Company has disposed of two of the
subsidiaries. On September 29, 2000 the Company completed the sale of the assets
of NISSCO and on December 22, 2000, the Company completed the sale of the assets
of June. NISSCO and June were dissolved on December 28, 2000.
Results of Operations
Results of operations for the three-month period ended March 31, 2001 and
2000:
The net sales increased $46,626 for the three-month period ended March 31,
2001 ("2001") as compared to the three-month period ended March 31, 2000
("2000") from $2,068,211 to $2,114,837. The gross profit percentage decreased
from 48% for 2000 to 41% for 2001. This decrease is mostly attributable to
emergence of much stronger competition in 2001, therefore realizing a lower
mark-up on the sale of product.
Operating expenses decreased from $1,445,293 for 2000 to $1,014,873 for
2001, approximately 30%. The majority of this decrease, approximately $430,000,
was due to the liquidation of debt, thereby reducing related interest expense
accordingly. Additionally, amortization of goodwill was recorded on acquisitions
of approximately $106,000 during 2001 and $222,000 during 2000. This reduction
is due to the disposal of two subsidiaries subsequent to March 31, 2000.
8
The Company had a net loss in 2001 of $137,435, as compared to net income
of $4,830,357, in 2000.
Liquidity and Capital Resources
For the three-month period ended March 31, 2001, the Company's cash flows
from operations was negative $79,642, as a result of a net loss of $137,435 and
adjustments to arrive at cash provided by operating activities of depreciation
and amortization and non-cash interest of $154,907, an increase in accounts
payable of $20,164, a decrease in inventory of $4,316, a decrease in prepaid
expenses and other current assets of $5,058, a loss on equity investment of
$24,389, offset by shares returned for legal services of $46,875, an increase in
accounts receivable of $99,158 and an increase in prepaid expenses and other
assets of $5,008.
The Company has no material research and development expenditures nor does
it anticipate that it will have any such expenditures in the next twelve months.
In connection with the Company's current investment in equip2move.com
Corporation, of which they own approximately 34%, the Company is obligated to
provide equip2move with additional equity financing of $1.25 million by or
before February 1, 2001. As of May 15, 2001, the Company has not provided
equip2move with the additional equity financing and is negotiating with
equip2move to relieve the obligation.
Other than the possible disbursement of the additional equity financing to
equip2move.com Corporation and increased expense for legal, printing, accounting
and other services associated with the search for a strategic alternative, the
Company does not expect its capital requirements to increase in any substantive
amount during the calendar year 2001. The Company's future liquidity and capital
funding requirements will depend on the extent to which the Company is
successful in determining and implementing a new direction for the Company . The
Company expects that capital requirements for calendar year 2001 will be met
with the proceeds from the sale of an investment holding in March 2000, the
proceeds from a private placement offering in November 2000 and the continued
operating revenues from the Company's subsidiaries .
Risk Associated with Change of Direction
No Assurance of Success of a Strategic Alternative.
The Board has determined that it is in the best interest of its
shareholders to discontinue the consolidation and acquisition strategy in the
sanitation and janitorial supply industry. Since the Company's formation, the
sanitation and janitorial supply industry is the only industry that management
of the Company has been involved in operating. There can be no assurance that
current management will be successful in locating a strategic alternative or
that such an alternative would benefit the Company or shareholder value. In
addition, if the Company were to begin operating in a different industry, there
could be no assurance that current management could operate in another industry
successfully or retain management that would successfully run the Company in
that industry.
Significant Charges and Expenses in a Business Combination
Although there is currently no specific business combination or alternative
that the Company has negotiated, business combinations and alternatives of the
type that the Company is seeking often involve significant charges and expenses
to conduct. These expenses include investment banking expenses, finders fees,
severance payments, legal and accounting fees, printing expenses, travel costs,
and other related charges. In addition, the Company could also incur additional
unanticipated expenses in connection with a business combination.
9
Possible Sale of Company Assets in a Business Combination
If the Company identifies and authorizes the negotiation of a business
combination or other strategic alternative in the future, the Company may, as
part of an executed agreement, be required to sell certain of its assets,
including its subsidiaries. The sale of the subsidiaries is a possible
requirement particularly if the chosen strategic partner is likely to change the
business direction of the Company or combine an existing, unrelated business
with the Company. If the disposal of the subsidiaries does become a provision in
an agreement, then, depending on market conditions, availability of willing
purchasers, and other market conditions, it is possible that the Company could
be forced to sell the subsidiaries at a price significantly lower than the price
paid by the Company during the acquisition of the Subsidiaries in order to
complete the transaction. Therefore, although the Company would aggressively
seek a favorable sale of the subsidiaries, there is a chance that the Company
could suffer overall losses on any dispositions of the subsidiaries. In
addition, other assets, such as certain investments by the Company, may also
need to be disposed of in order to accommodate a business combination or other
strategic alternative. If that requirement is a part of an agreement, the
Company may be forced to sell these assets at a price significantly lower than
the price paid by the Company in order to complete the transaction.
10
PART II-OTHER INFORMATION
ITEM 1. Legal Proceedings
On March 13, 2000, the Company entered into a stock Purchase Agreement (the
"Agreement"), between the Company and ZERO.NET, Inc., a Delaware corporation
("ZERO"), in which the Company sold 1,000,000 shares of b2bstores.com, Inc.
("b2b") common stock to ZERO at $7.00 per share. The gross proceeds on the sale
of the b2b stock were $7,000,000 less a brokerage commission of $250,000. On
January 29, 2001, the Company received a letter from outside counsel of ZERO
(the "Letter"), which stated that ZERO desired to rescind the Agreement,
claiming there was a material failure of consideration for the purchase of the
b2b stock by ZERO. In response to the letter, the Company has denied any right
of rescission by ZERO and, on February 6, 2001, filed a petition for declaratory
judgment in State District Court of Bexar County, Texas. The Company has
petitioned the Court for a declaration that the Agreement remains in effect and
is binding on the parties and that the purported rescission of the Agreement by
ZERO is ineffective and invalid. On April 30, 2001, ZERO answered the petition.
ITEM 2. Changes in Securities
There have been no changes in the securities of the Company required to be
disclosed pursuant to this item.
ITEM 3. Defaults Upon Senior Securities
There have been no material defaults with respect to any indebtedness of
the Company required to be disclosed pursuant to this item.
ITEM 4. Submission of Matters to a Vote of Security Holders
There have been no matters submitted to a vote of security holders during
the quarter ended March 31, 2001.
ITEM 5. Other Information and Subsequent Events
None.
ITEM 6: EXHIBITS AND REPORTS ON FORM 8-K
(a) Exhibits:
The following is a list of exhibits filed as part of this Form 10-QSB.
Where so indicated, exhibits that were previously filed are incorporated by
reference.
Exhibit No. Description
----------- -----------
11
2(i) Stock Purchase Agreement among Enviro-Clean of America, Inc.,
Enviroacq I Co. and Kandel & Son dated as of January 1, 1999
(Incorporated by reference to the Company's Form 10-SB filed with
the SEC on June 18, 1999).
2(ii) Stock Purchase Agreement among Enviro-Clean of America, Inc.
Enviroacq II Co. and NISSCO/Sunline, Inc. dated as of January 1,
1999 (Incorporated by reference to the Company's Form 10-SB filed
with the SEC on June 18, 1999).
2(iii) Agreement & Plan of Merger among Enviro-Clean of America, Inc.,
Cleaning Ideas, Inc., Cleaning Ideas Corp., Charles Davis,
Carolyn Davis and Randall Davis dated as of August 1, 1999
(Incorporated by reference to the Company's Report on Form 8-K
filed with the SEC on September 3, 1999).
2(iv) Stock Purchase Agreement among Enviro-Clean of America, Inc., SCS
Acquisition Corp., Superior Chemical & Supply, Inc. and Stephen
Hayes (Incorporated by reference to the Company's Report on Form
8-K filed with the SEC on September 3, 1999).
2(v) Stock Purchase Agreement among Enviro-Clean of America, Inc.,
June Supply Corp., June Supply-San Antonio, Inc. and Michael Rose
and Alan Stafford dated as of August 31, 1999 (Incorporated by
reference to the Company's Report on Form 8-K filed with the SEC
on November 10, 1999).
2(vi) Asset Purchase Agreement, by and between ebuyxpress.com L.L.C.,
NISSCO/Sunline, Inc. and Enviro-Clean of America, Inc., dated
September 29, 2000 (Incorporated by reference to the Company's
Report on Form 8-K filed with the SEC on October 13, 2000).
2(vii) Asset Purchase Agreement, by and between York Supply, Ltd., June
Supply Corp., and Enviro-Clean of America, Inc. (Incorporated by
reference to the Company's Report on Form 8-K filed with the SEC
on December 28, 2000).
3(i) Articles of Incorporation of the Company (Incorporated by
reference to the Company's Form 10-SB filed with the SEC on June
18, 1999).
3(ii) By-Laws of the Company (Incorporated by reference to the
Company's Form 10-SB filed with the SEC on June 18, 1999).
4(i) Certificate of Designation for the Company's Series A Stock
(Incorporated by reference to the Company's Form 10-SB filed with
the SEC on June 18, 1999).
4(ii) Certificate of Designation for the Company's Series E Stock
(Incorporated by reference to the Company's Form 10-SB filed with
the SEC on June 18, 1999).
4(iii) Certificate of Designation for the Company's Series D Preferred
Stock (Incorporated by reference to the Company's Report on Form
8-K filed with the SEC on September 3, 1999).
12
4(iv) Certificate of Amendment to the Certificate of Designation for
the Company's Series A Stock (Incorporated by reference to the
Company's Report on Form 10-SB/A filed with the SEC on October
22, 1999).
4(v) Certificate of Designation for the Company's Series B Stock.
(Incorporated by reference to the Company's Report on Form 10-
SB/A filed with the SEC on December 16, 1999).
4(vi) Form of 12.75% Subordinate Note (Incorporated by reference to the
Company's Report on Form 10-SB/A filed with the SEC on October
22, 1999).
4(vii) Form of the Warrant Certificate - June 1999 (Incorporated by
reference to the Company's Report on Form 10-SB/A filed with the
SEC on October 22, 1999).
4(viii) Form of the Warrant Certificate - December 1999 (Incorporated by
reference to the Company's Report on Form 10-QSB filed with the
SEC on June 15, 2000).
4(ix) Form of the Warrant Certificate - February 2000 (Incorporated by
reference to the Company's Report on Form 10-QSB filed with the
SEC on June 15, 2000).
_______________________________
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(b) Reports on Form 8-K:
(1) The Company filed an 8-K/A on January 31, 2001 which amended the 8-K
that the Company had filed on December 28, 2000 to report the disposition of the
assets of June Supply, Inc. under Item 2. The following financial statements
were filed on the Form 8-K/A:
(i) Enviro-Clean of America, Inc. & Subsidiaries Pro Forma Condensed
Consolidated Balance Sheet as of September 30, 2000 (Unaudited).
(ii) Enviro-Clean of America, Inc. & Subsidiaries Pro Forma Condensed
Consolidated Statement of Operations for the Nine Months Ended
September 30, 2000 (Unaudited).
(iii) Enviro-Clean of America, Inc. & Subsidiaries Pro Forma Condensed
Consolidated Statement of Operations for the Year Ended December 31,
1999 (Unaudited)
(iv) Notes to the Condensed Consolidated Financial Statements.
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SIGNATURES
Pursuant to requirements of the Securities Exchange Act of 1934, as
amended, the Issuer has duly caused this report to be signed on its behalf by
the undersigned hereunto duly authorized.
May 15, 2001 Enviro-Clean of America, Inc.
By: /s/ Richard Kandel
------------------------------------------
Richard Kandel, Chief Executive Officer
/s/ Jan Pasternack
------------------------------------------
Jan Pasternack, Chief Financial Officer
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