SYEV Q2 2017 10-Q

Seychelle Environmental Technologies Inc (SYEV) SEC Quarterly Report (10-Q) for Q3 2017

SYEV Q4 2017 10-Q
SYEV Q2 2017 10-Q SYEV Q4 2017 10-Q

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549


FORM 10-Q


☑ QUARTERLY REPORT UNDER SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934


For the quarterly period ending  August 31, 2017

o TRANSITION REPORT UNDER SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934


For the transition period from _______________ to __________________


Commission File No. 0-29373

Seychelle Environmental Technologies, Inc.

(Exact Name of registrant as specified in its charter)

Nevada

33-0836954

(State or other jurisdiction Of incorporation)

(IRS Employer File Number)

22 Journey

Aliso Viejo, California

92656

(Address of principal executive offices)

(zip code)

(949) 234-1999

(Registrant's telephone number, including area code)

Check whether the issuer: (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 ☑   No o

Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T(Section 232.405 of this chapter) during the preceding 12 months(or such shorter period that the registrant was required to submit and post such files. Yes  ☑   No o

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


Large accelerated filer ☐

Accelerated filer ☐

Non-accelerated filer ☐

Smaller reporting company ☑

(Do not check if smaller reporting company)

Emerging growth company  ☐


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

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

The number of shares outstanding of the Registrant's common stock, as of October 12, 2017 was 26,640,313.


References in this document to "us," "we," or "Company" refer to Seychelle Environmental Technologies, Inc., its predecessor and its subsidiaries.


FORM 10-Q

Securities and Exchange Commission

Washington, D.C. 20549


Seychelle Environmental Technologies, Inc.


TABLE OF CONTENTS


Page

PART I  FINANCIAL INFORMATION

Item 1.

Financial Statements

3

Condensed Consolidated Balance Sheets 

3

Condensed Consolidated Statements of Operations

4

Condensed Consolidated Statements of Cash Flows

6

Notes to Condensed Consolidated Financial Statements

7

Item 2.

Management's Discussion and Analysis of Financial Condition and Results of Operations

11

Item 3.

Quantitative and Qualitative Disclosures About Market Risk

15

Item 4.

Controls and Procedures

15

Item 4T.

Controls and Procedures

15

PART II  OTHER INFORMATION

Item 1.

Legal Proceedings

17

Item 1A.

Risk Factors

17

Item 2.

Unregistered Sales of Equity Securities and Use of Proceeds

17

Item 3.

Defaults Upon Senior Securities

17

Item 4.

Submission of Matters to a Vote of Security Holders

17

Item 5.

Other Information

17

Item 6.

Exhibits

18

Signatures

19

- 2 -


PART I

ITEM 1. FINANCIAL STATEMENTS


SEYCHELLE ENVIRONMENTAL TECHNOLOGIES, INC.

CONDENSED CONSOLIDATED BALANCE SHEETS

(UNAUDITED)



August 31,

2017

February 28,

2017

ASSETS

Current assets:

   Cash and cash equivalents

$

1,292,183

$

732,112

   Accounts receivable, net of allowance for doubtful accounts and sales returns

     of $11,884 and $47,600, respectively

596,744

905,507

   Related party receivables

26,900

27,200

   Inventory, net

1,131,951

1,421,871

   Prepaid expenses, deposits and other current assets

236,602

282,560

      Total current assets

3,284,380

3,369,250

Property and equipment, net

132,938

164,997

Other current assets

149,847

81,310

      Total assets 

$

3,567,165

$

3,615,557

LIABILITIES AND STOCKHOLDERS' EQUITY

Current liabilities:

   Accounts payable and accrued expenses

$

233,054

$

476,415

   Customer deposits

51,050

99,677

   Capital lease obligations, current portion

5,034

4,047

       Total current liabilities

289,138

580,139

Long-term liabilities:

 Capital lease obligations, net of current

11,967

14,744

    Total liabilities

301,105

594,883

Stockholders' equity:

   Preferred stock, 6,000,000 shares authorized, none issued or outstanding

-

-

   Common stock $0.001 par value, 50,000,000 shares authorized, 26,640,313

    issued and outstanding at August 31, 2017 and February 28, 2017, respectively

26,641

26,641

   Additional paid-in capital

8,944,368

8,944,368

   Accumulated deficit

(5,675,269

)

(5,920,655

)

   Less Treasury Stock at Cost

(29,680

)

(29,680

)

Total stockholders' equity

3,266,060

3,020,674

 Total liabilities and stockholders' equity

$

3,567,165

$

3,615,557

See accompanying notes to condensed consolidated financial statements.

- 3 -


SEYCHELLE ENVIRONMENTAL TECHNOLOGIES, INC.

CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS

(UNAUDITED)

For the Three Months Ended

August 31,

2017

2016

Sales

$

991,934

$

728,232

Cost of sales

491,509

358,432

               Gross profit

500,425

369,800

Operating expenses

    Selling, general, and administrative

393,854

608,121

    Depreciation and amortization

17,380

20,779

                 Total  operating  expenses

411,234

628,900

 Income (loss)  from operations

89,191

(259,100

)

Other income (expense)

     Interest income

-

8

     Interest expense

(1,848

)

(388

)

     Other income (expense)

(142

)

10,452

                    Total other income (expense)

(1,990

)

10,072

 Income (loss)  before income tax benefit (expense)

87,201

(249,028

)

 Income tax benefit (expense)

(1,799

)

100,562

Net  income (loss)

$

85,402

$

(148,466

)

BASIC INCOME (LOSS) PER SHARE

$

0.00

$

(0.01

)

DILUTED  INCOME (LOSS) PER SHARE

$

0.00

$

(0.01

)

BASIC WEIGHTED AVERAGE NUMBER OF

SHARES OUTSTANDING

26,640,313

26,640,313

DILUTED WEIGHTED AVERAGE NUMBER OF

SHARES OUTSTANDING

26,640,313

26,640,313

 See accompanying notes to condensed consolidated financial statements.

- 4 -



SEYCHELLE ENVIRONMENTAL TECHNOLOGIES, INC.

CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS

(UNAUDITED)

For the Six Months

Ended

August 31,

2017

2016

Sales

$

2,200,141

$

1,627,368

Cost of sales

1,155,291

946,917

               Gross profit

1,044,850

680,451

Operating expenses

    Selling, general, and administrative

754,945

1,621,034

    Depreciation and amortization

35,055

42,830

                 Total  operating  expenses

790,000

1,663,864

 Income (loss)  from operations

254,850

(983,413

)

Other income (expense)

     Interest income

-

15

     Interest expense

(3,274

)

(1,002

)

     Other income

(142

)

12,231

                    Total other income (expense)

(3,416

)

11,244

 Income (loss)  before income tax benefit (expense)

251,434

(972,169

)

 Income tax benefit (expense)

(6,050

)

379,358

Net  income (loss)

$

245,384

$

(592,811

)

BASIC INCOME (LOSS) PER SHARE

$

0.01

$

(0.02

)

DILUTED  INCOME (LOSS) PER SHARE

$

0.01

$

(0.02

)

BASIC WEIGHTED AVERAGE NUMBER OF

SHARES OUTSTANDING

26,640,313

26,610,421

DILUTED WEIGHTED AVERAGE NUMBER OF

SHARES OUTSTANDING

26,640,313

26,610,421

 See accompanying notes to condensed consolidated financial statements.

- 5 -


SEYCHELLE ENVIRONMENTAL TECHNOLOGIES, INC.

CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS

(UNAUDITED)

For The Six Months Ended

August 31,

2017

2016

CASH FLOW FROM OPERATING ACTIVITIES:

Net income (loss)

$

245,384

$

(592,811

)

Adjustments to reconcile net income (loss) to net cash provided by (used in)  operating activities:

 Depreciation and amortization

35,055

42,830

 Loss on disposal of assets

-

5,587

 Stock-based compensation

-

117,500

 Provision for doubtful accounts

(34,644

)

(103,652

)

 Deferred income tax expense (benefit)

-

(385,632

)

Changes in operating assets and liabilities:

   Accounts receivable

343,406

(107,864

)

   Related party receivables

300

(5,129

)

   Inventory

289,920

(96,389

)

   Prepaid expenses, deposits and other current assets

(22,578

)

(131,314

)

   Accounts payable and accrued expenses

(243,361

)

(185,914

)

   Income taxes payable

-

(160,000

)

   Customer deposits

(48,626

)

(22,364

)

Net Cash Provided By (Used In) Operating Activities

564,856

(1,625,152

)

CASH FLOW FROM INVESTING ACTIVITIES:

Purchase of property and equipment

(2,995

)

(25,582

)

Net Cash Used In Investing Activities

(2,995

)

(25,582

)

CASH FLOW FROM FINANCING ACTIVITIES:

Repayment of  capital lease obligations

(1,790

)

(7,138

)

Repurchase of common stock

-

(17,400

)

Net Cash Used in Financing Activities

(1,790

)

(24,538

)

       NET INCREASE (DECREASE) IN CASH AND CASH EQUIVALENTS

560,071

(1,675,272

)

       CASH AND CASH EQUIVALENTS - beginning of period

732,112

2,062,873

       CASH AND CASH EQUIVALENTS - end of period

$

1,292,183

$

387,601

Supplemental disclosures of cash flow information: 

Cash paid for:

 Interest

$

3,274

$

1,002

 Income taxes

$

-

$

160,000

 See accompanying notes to condensed consolidated financial statements.

- 6 -


SEYCHELLE ENVIRONMENTAL TECHNOLOGIES, INC.

NOTES TO CONDENSED CONSOLIDATED (UNAUDITED) FINANCIAL STATEMENTS
August 31, 2017

NOTE 1:    CONDENSED FINANCIAL STATEMENTS


The accompanying condensed consolidated financial statements have been prepared by Seychelle Environmental Technologies, Inc., and subsidiaries (the "Company" or "Seychelle") without audit.  In the opinion of management, all adjustments (which include only normal recurring adjustments) necessary to present fairly the financial position, results of operations, and cash flows at August 31, 2017, and for all periods presented herein, have been made.


Certain information and footnote disclosures normally included in financial statements prepared in accordance with accounting principles generally accepted in the United States of America have been condensed or omitted.  These condensed consolidated financial statements should be read in conjunction with the consolidated financial statements and notes thereto included in the Company's Annual Report on Form 10-K for the fiscal year ended February 28, 2017.  The results of operations for the periods ended August 31, 2017 and 2016 are not necessarily indicative of the operating results for the full fiscal years.


The summary of significant accounting policies of the Company is presented to assist in understanding the Company's consolidated financial statements. The consolidated financial statements and notes are representations of the Company's management, which is responsible for their integrity and objectivity. These accounting policies conform to accounting principles generally accepted in the United States of America and have been consistently applied in the preparation of these condensed consolidated financial statements and the February 28, 2017 consolidated financials included in the 10-K filed on June 14, 2017.


The preparation of consolidated financial statements in conformity with accounting principles generally accepted in the United States of America requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities, the disclosure of contingent assets and liabilities at the date of the consolidated financial statements and the reported amounts of revenue and expenses during the reporting periods. Actual results could differ from those estimates.

NOTE 2:    MANAGEMENT'S PLAN


As of February 28, 2017, the Company had $732,112 in cash and a backlog of approximately $465,000 in unshipped product.

As of August 31, 2017, the Company had $1,292,183 in cash and cash equivalents, $596,744 in accounts receivable and a backlog of $379,346 in unshipped product.  This year, Seychelle has expanded its sales efforts in the following international markets; Mexico, Sri Lanka, Vietnam, South Korea, Australia, New Zealand, Japan and China.  Managements intends to expand our marketing activities more strongly in international markets and E-commerce.  In addition, Seychelle is managing cost in line with current revenue.



- 7 -


SEYCHELLE ENVIRONMENTAL TECHNOLOGIES, INC.

NOTES TO CONDENSED CONSOLIDATED (UNAUDITED) FINANCIAL STATEMENTS
August 31, 2017

NOTE 3:    BASIC INCOME (LOSS) PER SHARE


Basic income (loss) per common share is computed by dividing net income (loss) by the weighted average number of common shares outstanding during each period presented.  Diluted income (loss) per share is determined using the weighted average number of common shares outstanding during the period, adjusted for the dilutive effect of common stock equivalents.  In periods when losses are reported, the weighted average number of common shares outstanding excludes common stock equivalents because their inclusion would be anti-dilutive.  The dilutive effect of outstanding stock options and warrants is reflected in diluted earnings per share by application of the treasury stock method.


The denominator for diluted income (loss) per share for the periods ended August 31, 2017 and 2016, respectively, did not include 6,407,221 warrants as they would have been anti-dilutive.

For the six months ended

August 31,

2017

2016

Numerator:

Net income (loss) available to common shareholders

$

245,384

$

(592,811

)

Weighted average shares – basic

26,574,313

26,610,421

Net income (loss) per share – basic

$

0.01

$

(0.02

)

Dilutive effect of common stock equivalents:

Warrants

-

-

Weighted average shares – diluted

26,574,313

26,610,421

Net income (loss) per share – diluted

$

0.01

$

(0.02

)

For the three months ended

August 31,

2017

2016

Numerator:

Net income (loss) available to common shareholders

$

85,402

$

(148,466

)

Weighted average shares – basic

26,574,313

26,640,313

Net income (loss) per share – basic

$

0.00

$

(0.01

)

Dilutive effect of common stock equivalents:

Warrants

-

-

Weighted average shares – diluted

26,574,313

26,640,313

Net income  (loss) per share – diluted

$

0.00

$

(0.01

)

NOTE 4:   COMMON STOCK

Common Stock


During the six month period ended August 31, 2016, 250,000 shares of fully vested restricted common stock were issued by the Company to an employee.  The shares were valued at the closing price of the Company's common stock at date of grant for a total expense of $117,500.  No shares were issued to employees during the current fiscal year.

- 8 -


SEYCHELLE ENVIRONMENTAL TECHNOLOGIES, INC.

NOTES TO CONDENSED CONSOLIDATED (UNAUDITED) FINANCIAL STATEMENTS
August 31, 2017

NOTE 5:    INVENTORY

The Company's inventory consisted of the following at August 31, 2017 and February 28, 2017:

August 31,

2017

February 28,

2017

Raw materials

$

1,008,083

$

1,254,892

Finished goods

492,461

582,876

1,500,544

$

1,837,768

Reserve for obsolete and slow moving inventory

(368,593

)

(415,897

)

   Net Inventory

$

1,131,951

$

1,421,871

NOTE 6:    CONCENTRATIONS


Sales to one customer accounted for 29% and 31% of sales for the three and six month periods ended August 31, 2017, respectively. Accounts receivable from one customer amounted to $473,476 or approximately 73% of accounts receivable as of August 31, 2017.

Sales to two customers accounted for 27% and 35%, respectively, of sales for the three and six month periods ended August 31, 2016, respectively. Accounts receivable from these two customers amounted to $290,720 or approximately 63% of accounts receivable as of August 31, 2016.


NOTE 7:    INCOME TAXES


The Company expects its effective tax rate for the 2018 fiscal year to be different from the federal statutory rate due primarily to a change in the income tax valuation allowance.


We recorded a provision for income taxes of $1,800 for the quarter ended August 31, 2017, related to federal and state taxes, based on the Company's expected annual effective tax rate.

Management evaluated the need for a full valuation allowance at the end of the quarter ended August 31, 2017. Management evaluated both positive and negative evidence.  The weight of negative factors and level of economic uncertainty in our current business continues to support the conclusion that the realization of our deferred tax assets does not meet the "more likely than not" standard.  Therefore, a full valuation allowance remains against the net deferred tax assets.

Our federal income tax returns are open to audit under the statute of limitations for the fiscal years ended February 2014 through 2017. We are subject to income tax in California and various other state taxing jurisdictions. Our state income tax returns are open to audit under the statute of limitations for the fiscal years ended February 2014 through 2017. 

- 9 -

SEYCHELLE ENVIRONMENTAL TECHNOLOGIES, INC.

NOTES TO CONDENSED CONSOLIDATED (UNAUDITED) FINANCIAL STATEMENTS
August 31, 2017




NOTE 8:    RELATED PARTY TRANSACTIONS

During the three month periods ended August 31, 2017 and 2016, the Company incurred consulting fees to related parties in the amounts of $0 and $25,000, respectively. During the six month periods ended August 31, 2017 and 2016, the Company incurred consulting fees to related parties in the amounts of $0 and $25,000, respectively. These fees from TAM were related for consulting services from Tam Irrevocable Trust ("TAM"), in which Cari Beck, is the trustee and current Board member of the Company, as well as a daughter of Carl Palmer, an officer and Board member of the Company. These amounts are included as a component of selling, general and administrative expenses on the condensed consolidated statements of operations. All amounts due to TAM had been paid in full.  


During the three month periods ended August 31, 2017 and 2016, TAM purchased, on behalf of the Company, $0 and $12,350, respectively, of raw materials from a vendor with which it already had a business relationship. During the six month periods ended August 31, 2017 and 2016, TAM purchased, on behalf of the Company, $0 and $20,090, respectively, of raw materials from the same vendor.


The Company utilizes the services of an individual, who is a related party, to source materials and provide the manufacturing of component parts with third-party vendors in China. For the six months ended August 31, 2017 and 2016, purchases facilitated through the related party accounted for approximately 17% and 34%, respectively, of total raw material purchases.


As of August 31, 2017 and February 28, 2017, the Company had receivables from employees of approximately $26,900 and $27,200. These amounts are being repaid through direct payroll withdrawals.


NOTE 9:  COMMITMENTS AND CONTINGENCIES


In 2016, the Company entered into a lease agreement on one facility for its corporate offices, inventory and production at 22 Journey  in Aliso Viejo, CA for a term of 5 years at a monthly rental of approximately $19,000.

NOTE 10: SUBSEQUENT EVENTS


Management has evaluated subsequent events from August 31, 2017 through the date the condensed consolidated financial statements were issued, and has concluded that no subsequent events have occurred that would require recognition or disclosure in these condensed consolidated financial statements.

- 10 -

ITEM 2.  MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS

This discussion summarizes the significant factors affecting the operating results, financial condition and liquidity and cash flows of Seychelle Environmental Technologies, Inc., and subsidiaries (the "Company") as of and for the three and six month periods ended August 31, 2017 and 2016. The discussion and analysis that follows should be read together with the consolidated financial statements of Seychelle Environmental Technologies, Inc. and the notes to the consolidated financial statements included in the Company's Annual Report on Form 10-K for the fiscal year ended February 28, 2017.  Except for historical information, the matters discussed in this section are forward looking statements that involve risks and uncertainties and are based upon judgments concerning various factors that are beyond the Company's control.

Forward-Looking Statements

Certain statements contained herein are "forward-looking" statements.  Forward-looking statements include statements which are predictive in nature; which depend upon or refer to future events or conditions; or which include words such as "expects", "anticipates", "intends", "plans", "believes", "estimates", or variations or negatives thereof or by similar or comparable words or phrases. In addition, any statement concerning future financial performance, ongoing business strategies or prospects, and possible future Company actions that may be provided by management are also forward-looking statements. Forward-looking statements are based on current expectations and projections about future events and are subject to risks, uncertainties, and assumptions about the Company; and economic and market factors in the countries in which the Company does business, among other things. These statements are not guarantees of future performance, and the Company has no specific intentions to update these statements. Actual events and results may differ materially from those expressed or forecasted in forward-looking statements due to a number of factors including, among others:

(1) the portable water filtration industry is in a state of rapid technological change, which can render the Company's products obsolete or unmarketable;

(2) any failure by the Company to anticipate or respond to technological developments or changes in industry standards or customer requirements, or any significant delays in product development or introduction, could have a material adverse effect on the Company's business, operating results and financial condition;

(3) the Company's cost of sales may be materially affected by increases in the market prices of the raw materials used in the Company's assembly processes;

(4) the Company's dependence on a few customers. Sales to these customers are unpredictable and difficult to estimate, and as such, may result in material fluctuations in sales from period to period. Management believes that if future revenues from its significant customers decline, those revenues can be replaced through the sales to other customers.  However, there can be no assurance that this will occur, which could result in an adverse effect on the Company's financial condition or results of operations in the future;

(4) the Company's water related product sales could be materially affected by weather conditions and government regulations;

(5) the Company is subject to the risks of conducting business internationally; and

(6)

the industries in which the Company operates are highly competitive. Additional risks and uncertainties are outlined in the Company's filings with the Securities and Exchange Commission, including its most recent fiscal Annual Report on Form 10-K for the fiscal year ended February 28, 2017.

- 11 -

Description of the Business

We were incorporated under the laws of the State of Nevada on January 23, 1998 as a change of domicile to Royal Net, Inc., a Utah corporation that was originally incorporated on January 24, 1986. Royal Net, Inc. changed its state of domicile to Nevada and its name to Seychelle Environmental Technologies, Inc. effective in January 1998.

On January 30, 1998, we entered into an Exchange Agreement with Seychelle Water Technologies, Inc., a Nevada corporation ("SWT"), whereby we exchanged our issued and outstanding capital shares with the shareholders of SWT on a one share for one share basis. We became the parent company and SWT became a wholly owned subsidiary. SWT had been formed in 1997 to market water filtration systems of Aqua Vision International.

Our Company is presently comprised of Seychelle Environmental Technologies, Inc., a Nevada corporation, with two wholly-owned subsidiaries, Seychelle Water Technologies, Inc. and Fill 2 Pure International, Inc., also Nevada corporations (collectively, the "Company" or "Seychelle"). We use the trade name "Seychelle Water Filtration Products, Inc." in our commercial operations.

Seychelle designs, assembles and distributes unique, state-of-the-art ionic absorption micron filters for portable filter devices that remove up to 99.99% of all pollutants and contaminants found in any fresh water source.  Trade secrets cover all proprietary products. Our two patents have expired.


Our principal business address is 22 Journey, Aliso Viejo, California 92656. Our telephone number at this address is 949-234-1999.

Management's Discussion and Analysis of Financial Condition and Results of Operations

Results of Operations

Our summarized historical financial data is presented in the following table to aid in your analysis. You should read this data in conjunction with this section entitled Management's Discussion and Analysis of Financial Condition and Results of Operations, our condensed consolidated financial statements and the related notes to the condensed consolidated financial statements included elsewhere in this report. The selected condensed consolidated statements of operations data for the three and six month periods ended August 31, 2017 and 2016 are derived from our condensed consolidated financial statements included elsewhere in this report.

Three month period ended August 31, 2017 compared to the corresponding period in 2016

Period over

2017

2016

Period change

%

Sales

$

991,934

$

728,232

263,702

36

%

Cost of sales

491,509

358,432

133,077

37

%

Gross profit

500,425

369,800

130,625

35

%

Gross profit %

50

%

51

%

(1

%)

-

Selling, general, and administrative expenses

393,854

608,121

(214,267

)

(35

%)

Depreciation and amortization

17,380

20,779

(3,399

)

(16

%)

Other income (expense)

(1,990

)

10,072

(12,062

)

(120

%)

Income (loss) before income tax benefit (expense)

87,201

(249,028

)

336,229

135

%

Income tax benefit (expense)

(1,799

)

100,562

(102,361

)

(102

%)

Net income (loss)

85,402

(148,466

)

233,868

158

%

Sales. Sales increased by $263,701 or 36% to $991,934 during the three months ended August 31, 2017 from $728,232 during the three months ended August 31, 2016.  The increase is primarily due to increasing sales of our bottle, portable retail, pitcher replacement and pitcher custom product line. Sales during the three months ended August 31, 2016 of this product line were $339,334, compared to $535,055 in the comparable current period 2017.

- 12 -


Cost of sales and gross profit percentage. As a percentage of sales, the gross profit margin during the three months ended August 31, 2017 decreased to 50% from 51%.   The product mix and timing of significant sales is always an important factor in the resulting profit margins reported.  The Company believes that the average gross margin percentages overall will decrease to a range around approximately 45% in the foreseeable future.


Selling, general, and administrative expenses. These expenses decreased by $214,267, or (36%), during the three months ended August 31, 2017 compared to the same period ended in the prior year.  The decrease was a direct result of the decrease in legal and personnel costs incurred in the reductions of the Company's management and Board of Directors.


Depreciation and amortization.   Depreciation and amortization expense was decreased due to disposal of fixed assets over the past year.


Income tax benefit (expense).  The Company recorded provision of $1,799 due to a pretax income of $87,201 during the three month period ended August 31, 2017 compared to income tax benefit of $100,562 due to the pretax loss of $249,028 during the three months ended August 31, 2016.

Net income (loss). Net income for the three month period ended August 31, 2017 was $85,402 compared to net (loss) for the three month period ended August 31, 2016 of $148,466.  This was primarily due to the increase of $263,701 or 36% in sales and a decrease of $214,267 in selling, general and administrative expenses.


Six month period ended August 31, 2017 compared to the corresponding period in 2016

Period over

2017

2016

Period change

%

Sales

$

2,200,141

$

1,627,368

572,773

35

%

Cost of sales

1,155,291

946,917

208,374

22

%

Gross profit

1,044,850

680,451

364,399

54

%

Gross profit %

47

%

42

%

5

%

Selling, general, and administrative expenses

754,945

1,621,034

(866,089

)

(53

%)

Depreciation and amortization

35,055

42,830

(7,775

)

(18

%)

Other income (expense)

(3,416

)

11,244

(14,660

)

(130

%)

Income (loss) before income tax benefit (expense)

251,434

(972,169

)

1,223,603

126

%

 Income tax benefit (expense)

(6,050

)

379,358

(385,408

)

(102

%)

Net income (loss)

245,384

(592,811

)

838,195

141

%

Sales. The increase in sales to $2,200,141 during the six months ended August 31, 2017 from $1,627,368 during the six months ended August 31, 2016.  The increase of 35% is primarily due to increasing sales of our bottle, portable retail and pitcher products.


Cost of sales and gross profit percentage. As a percentage of sales, the gross profit margin during the six months ended August 31, 2017 increased to 47% from 42%.  The product mix and timing of significant sales is always an important factor in the resulting profit margins reported.  The Company believes that the average gross margin percentages overall will decrease to a range around approximately 45% in the foreseeable future.


Selling, general, and administrative expenses. These expenses decreased by $866,089, or (53%), during the six months ended August 31, 2017 compared to the same period in the prior year.  The decrease was a direct result of the decrease in legal and personnel costs incurred in reductions of the Company's management and Board of Directors.

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Depreciation and amortization .  During the six months ended August 31, 2017 changed by $7,775 compared to the depreciation for the six months ended August 31, 2016.

Income tax benefit (expense).  The Company recorded an income tax $6,050 due to pretax income of $251,435 compared to an income tax benefit of $379,358 due to the pretax loss of $972,169 during the six month period ended August 31, 2016.

Net income (loss). Net income for the six month period ended August 31, 2017 was $245,384 compared to net loss of $592,811 for the six month period ended August 31, 2016.


Liquidity and Capital Resources


Net cash provided by operating activities. During the six-month period ended August 31, 2017, cash provided in operating activities was $564,856, compared to cash used in operating activities of  $1,625,152 in the same period during 2016.This was primarily the result of increased sales and reduced expenses combined with collections of accounts receivable.

Net cash used in investing activities. During the six month period ended August 31, 2017, the Company spent approximately $2,995 on capital expenditures.  In comparable period of the prior year, the Company spent $25,582 on capital expenditures.

Net cash provided by financing activities. Cash used in financing activities during the six month period ended August 31, 2017 was $1,790 compared to $24,538 during the comparable period. This was a result of the addition of a new capital lease in this fiscal year compared to various leases added in the previous year.

Critical Accounting Policies and Estimates


The Company's discussion and analysis of its financial condition and results of operations are based upon its condensed consolidated financial statements, which have been prepared in accordance with accounting principles generally accepted in the United States of America. The preparation of these condensed consolidated financial statements requires the Company to make estimates and judgments that affect the reported amounts of assets, liabilities, revenues and expenses, and related disclosure of contingent assets and liabilities.

The Company believes that the estimates, assumptions and judgments involved in the accounting policies described in the "Management's Discussion and Analysis of Financial Condition and Results of Operations" section of its most recent Annual Report on Form 10-K for the fiscal year ended February 28, 2017 have the greatest potential impact on its consolidated financial statements, so it considers these to be its critical accounting policies. Because of the uncertainty inherent in these matters, actual results could differ from the estimates the Company uses in applying the critical accounting policies. Certain of these critical accounting policies affect working capital account balances, including the policies for inventory reserves and stock-based compensation. These policies require that the Company make estimates in the preparation of its consolidated financial statements as of a given date.

Within the context of these critical accounting policies, the Company is not currently aware of any reasonably likely events or circumstances that would result in materially different amounts being reported. There were no material changes to the Company's critical accounting policies or estimates during the three-month period ended August 31, 2017.


On May 28, 2014, the Financial Accounting Standards Board ("FASB") issued Accounting Standards Update ("ASU") No. 2014-09, Revenue from Contracts with Customers ("ASU 2014-09"), which is effective for public entities for annual reporting periods beginning after December 15, 2017.    The new revenue recognition standard provides a five-step analysis of transactions to determine when and how revenue is recognized. The core principle is that a company should recognize revenue to depict the transfer of promised goods or services to customers in an amount that reflects the consideration to which the entity expects to be entitled in exchange for those goods or services. ASU 2014-09 shall be applied retrospectively to each period presented or as a cumulative-effect adjustment as of the date of adoption. The Company is currently evaluating the impact of the pending adoption of ASU 2014-09 on the consolidated financial statements and has not yet determined the method by which the Company will adopt the standard in fiscal year 2019.

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In August 2014, the FASB issued ASU 2014-15, Presentation of Financial Statements-Going Concern-Disclosures of Uncertainties about an entity's Ability to Continue as a Going Concern ("ASU 2014-15"). ASU 2014-15 provides new guidance related to management's responsibility to evaluate whether there is substantial doubt about an entity's ability to continue as a going concern by incorporating and expanding upon certain principles that are currently in U.S. auditing standards and to provide related footnote disclosures. This new guidance is effective for the annual period ending after December 15, 2016, and for annual periods and interim periods thereafter. The Company adopted ASU 2014-15 during the current fiscal year ended February 28, 2017.


In February 2016, the FASB issued ASU 2016-02, "Leases (Topic 842)," which will require lessees to recognize almost all leases on their balance sheet as a right-of-use asset and a lease liability. For income statement purposes, the FASB retained a dual model, requiring leases to be classified as either operating or finance. Classification will be based on criteria that are largely similar to those applied in current lease accounting, but without explicit bright lines. Lessor accounting is similar to the current model, but updated to align with certain changes to the lessee model and the new revenue recognition standard. This ASU is effective for fiscal years beginning after December 15, 2018, including interim periods within those fiscal years. The Company is currently evaluating the potential impact this standard will have on its consolidated financial statements and related disclosures.


In March 2016, the FASB issued ASU 2016-09, Compensation-Stock Compensation (Topic 718): Improvements to Employee Share-Based Payment Accounting . The amendments in this update change existing guidance related to accounting for employee share-based payments affecting the income tax consequences of awards, classification of awards as equity or liabilities, and classification on the statement of cash flows. ASU 2016-09 is effective for annual reporting periods beginning after December 15, 2016, including interim periods within those annual periods, with early adoption permitted. The Company is currently evaluating the potential impact of the adoption of this standard.


Management does not believe any other recently issued but not yet effective accounting pronouncements, if adopted, would have a material effect on the Company's present or future consolidated financial statements.


ITEM 3.  QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

None.

ITEM 4. CONTROLS AND PROCEDURES

Not applicable.

ITEM 4T. CONTROLS AND PROCEDURES

 We maintain disclosure controls and procedures that are designed to ensure that information required to be disclosed in the reports that we file with the SEC under the Exchange Act is recorded, processed, summarized and reported within the time periods specified in the SEC's rules and forms and that such information is accumulated and communicated to our management, including our principal executive and financial officers, as appropriate, to allow for timely decisions regarding required disclosure. As required by Rule 15d-15(b) of the Exchange Act, we carried out an evaluation, under the supervision and with the participation of our management, including our principal executive and principal financial officer, of the effectiveness of the design and operation of our disclosure controls and procedures (as defined in Rules 13a-15(e) and 15d-15(e) of the Exchange Act) as of the end of the period covered by this report.  Based on the foregoing, our principal executive and principal financial officer concluded that our disclosure controls and procedures are not effective to ensure the information required to be disclosed in our reports filed or submitted under the Exchange Act is recorded, processed and reported within the time periods specified in the SEC's rules and forms.




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Management's Annual Report on Internal Control over Financial Reporting


The management of the Company is responsible for establishing and maintaining adequate internal control over financial reporting, as such term is defined in Rule 13a-15(f) under the Exchange Act. The Company's internal control over financial reporting is a process designed under the supervision of the Company's Chief Executive Officer and Principal Financial Officer to provide reasonable assurance regarding the reliability of financial reporting and the preparation of the Company's financial statements for external purposes in accordance with accounting principles generally accepted in the United States of America (US GAAP) and includes those policies and procedures that:


pertain to the maintenance of records that in reasonable detail accurately and fairly reflect the transactions and dispositions of our assets;


provide reasonable assurance that the transactions are recorded as necessary to permit the preparation of financial statements in accordance with generally accepted accounting principles, and that our receipts and expenditures are being made only in accordance with authorizations of our management and directors; and


provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use, or disposition of our assets that could have a material effect on the financial statements.


Internal control over financial reporting cannot provide absolute assurance of achieving financial reporting objectives because of its inherent limitations. Internal control over financial reporting is a process that involves human diligence and compliance and is subject to lapses in judgment and breakdowns resulting from human failures. Internal control over financial reporting also can be circumvented by collusion or improper management override. Because of such limitations, there is a risk that material misstatements may not be prevented or detected on a timely basis by internal control over financial reporting. However, these inherent limitations are known features of the financial reporting process. Therefore, it is possible to design into the process safeguards to reduce, though not eliminate, this risk. Management is responsible for establishing and maintaining adequate internal control over financial reporting for the Company.


Management has used the framework set forth in the report entitled Internal Control-Integrated Framework (2013) published by the Committee of Sponsoring Organizations of the Treadway Commission, known as COSO, to evaluate the effectiveness of our internal control over financial reporting. Based on this assessment, management has concluded that our internal control over financial reporting was not effective as of August 31, 2017.


A material weakness is a deficiency, or combination of deficiencies, that results in more than a remote likelihood that a material misstatement of annual or interim financial statements will not be prevented or detected. In connection with the assessment described above, management identified the following control deficiencies that represent material weaknesses at August 31, 2017:


(1)

lack of a functioning audit committee and lack of a majority of outside directors on the Company's Board of Directors capable to oversee the audit function;


(2)

inadequate segregation of duties due to limited number of personnel, which makes the reporting process susceptible to management override;


(3)

insufficient written policies and procedures for accounting and financial reporting with respect to the requirements and application of GAAP and SEC disclosure requirements;

(4)

ineffective controls over period end financial disclosure and reporting processes; and


Management believes that the material weaknesses set forth in items (1) through (4) above did not have an effect on the Company's financial reporting during the fiscal quarter ended August 31, 2017.


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We are committed to improving our financial organization. As part of this commitment, we plan to prepare and implement sufficient written policies and checklists which will set forth procedures for accounting and financial reporting with respect to the requirements and application of GAAP and SEC disclosure requirements.

We will continue to monitor and evaluate the effectiveness of our internal controls and procedures and our internal controls over financial reporting on an ongoing basis and are committed to taking further action and implementing additional enhancements or improvements, as necessary and as funds allow.

This quarterly report does not include an attestation report of our independent registered public accounting firm regarding internal control over financial reporting. Management's report was not subject to attestation by our registered public accounting firm pursuant to rules of the SEC that permit us to provide only management's report in this annual report.


Changes in Internal Control over Financial Reporting


There was no change in internal control over financial reporting (as such term is defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) 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

On March 27, 2017, the Company received a Notice of Filing of Discrimination complaint in the Superior Court of California, County of Orange by a former employee.  The Company also received on June 5, 2017, a Request for Entry of Default filed to Superior Court of California, County of Orange by the same employee. The Company believes that the complaint is completely without merit and plans to vigorously contest the matter.

ITEM 1A. RISK FACTORS


There have been no material changes to our Risk Factors included in our fiscal 2017 Annual Report on Form 10-K filed with the Securities and Exchange Commission on June 14, 2017.


ITEM 2.   UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS

None 

ITEM 3.  DEFAULTS UPON SENIOR SECURITIES

None

ITEM 4.  SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS

None


ITEM 5.  OTHER INFORMATION

None

- 17 -


ITEM 6.  EXHIBITS


Exhibits

Exhibit No.

Description

31.1

Certification of the Chief Executive Officer and Chief Financial Officer pursuant to Rule 13a-14(a) (Section 302 of the Sarbanes-Oxley Act of 2002)

32.1

Certification of the Chief Executive Officer and Chief Financial Officer pursuant to 18 U.S.C.ss.1350 (Section 906 of the Sarbanes-Oxley Act of 2002)

101.DEF

XBRL Taxonomy Extension Definition Linkbase Document*

101.INS

XBRL Instance Document

101.SCH

XBRL Taxonomy Extension Schema Document

101.CAL

XBRL Taxonomy Extension Calculation Linkbase Document

101.LAB

XBRL Taxonomy Extension Label Linkbase Document

101.PRE

XBRL Taxonomy Extension Presentation Linkbase Document

101.DEF

XBRL Taxonomy Extension Definition Linkbase Document

Reports on Form 8-K

Two reports were filed under cover of Form 8-K for the fiscal quarter ended August 31, 2017 relating to our fiscal year end and first fiscal quarter operations.

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SIGNATURES

In accordance with Section 13 or 15(d) of the Exchange Act of 1934, the Registrant has duly caused this Form 10-Q to be signed on its behalf by the undersigned, thereunto duly authorized. 


Seychelle Environmental Technologies, Inc.

Date: October 13, 2017

By:  

/s/ Carl Palmer

Carl Palmer

Director, Chief Executive Officer

and Chief Financial Officer

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