Delaware
(State
or other jurisdiction of
incorporation
or organization)
|
|
30-0399914
(I.R.S.
Employer
Identification
No.)
|
|
DESCRIPTION
|
PAGE
|
ITEM
1
|
Business
|
1
|
ITEM
1A
|
Risk
Factors
|
8
|
ITEM
2
|
Financial
Information
|
11
|
ITEM
3
|
Properties
|
15
|
ITEM
4
|
Security
Ownership of Certain Beneficial Owners and Management
|
15
|
ITEM
5
|
Directors
and Executive Officers
|
16
|
ITEM
6
|
Executive
Compensation
|
17
|
ITEM
7
|
Certain
Relations and Related Transactions, and Director
Independence
|
18
|
ITEM
8.
|
Legal
Proceedings
|
19
|
ITEM
9.
|
Market
Price of and Dividends on the Registrant's Common Equity and Related
Stockholder Matters
|
19
|
ITEM
10
|
Recent
Sales of Unregistered Securities
|
19
|
ITEM
11
|
Description
of Registrant’s Securities to be Registered
|
20
|
ITEM
12
|
Indemnification
of Directors and Officers
|
21
|
ITEM
13
|
Financial
Statements and Supplementary Data
|
22
|
ITEM
14
|
Changes
in and Disagreements with Accountants
|
22
|
ITEM
15
|
Financial
Statements and Exhibits
|
22
|
SIGNATURES
|
|
23
|
ITEM 1 |
BUSINESS
|
o |
Opacity
monitor: Compliance & non-compliance
types
|
o |
Extractive
Continuous Emission Monitors
|
o |
Ammonia
Analyzer
|
o |
Mercury
Analyzer
|
o |
Insitu
Process Analyzers
|
|
Year Ended September 30,
|
|
|||||
|
|
2007
|
|
2006
|
|
||
Revenues
|
$
|
3,533,621
|
$
|
724,209
|
|||
Operating
Expenses
|
$
|
1,253,417
|
444,718
|
||||
Net
Income (Loss)
|
($
123,565
|
)
|
$
|
2,222
|
|||
Net
Income Per Common Share, Basic and Diluted
|
$
|
0.0002
|
$
|
0.0001
|
|||
Weighted
Average Number of Shares
|
24,024,912
|
6,584,323
|
|||||
|
September 30,
|
||||||
2007
|
|
|
2006
|
|
|||
Current
Assets
|
$
|
1,180,972
|
$
|
332,451
|
|||
Total
Assets
|
$
|
4,238,532
|
$
|
607,333
|
|||
Total
Liabilities
|
$
|
2,758,046
|
$
|
131,782
|
|||
Total
Stockholders' Equity
|
$
|
1,480,486
|
$
|
475,551
|
·
|
An
SO2
pollutant concentration monitor.
|
·
|
A
NOx
pollutant concentration monitor.
|
·
|
A
volumetric flow monitor.
|
·
|
An
opacity monitor.
|
·
|
A
diluent gas (O2
or
CO2)
monitor.
|
·
|
A
computer-based data acquisition and handling system (DAHS) for recording
and performing calculations with the data.
|
·
|
All
existing coal-fired units serving a generator greater than 25 megawatts
and all new coal units must use CEMs for SO2,
NOx,
flow, and opacity.
|
·
|
Units
burning natural gas may determine SO2
mass emissions by: (1) measuring heat input with a gas flowmeter
and using
a default emission rate; or (2) sampling and analyzing gas daily
for
sulfur and using the volume of gas combusted; or (3) using CEMs.
|
·
|
Units
burning oil may monitor SO2
mass emissions by one of the following methods:
|
1.
|
daily
manual oil sampling and analysis plus oil flow meter (to continuously
monitor oil usage)
|
2.
|
sampling
and analysis of diesel fuel oil as-delivered plus oil flow meter
|
3.
|
automatic
continuous oil sampling plus oil flow meter
|
4.
|
SO2
and flow CEMs.
|
·
|
Gas-fired
and oil-fired base-loaded units must use NOx
CEMs.
|
·
|
Gas-fired
peaking units and oil-fired peaking units may either estimate
NOx
emissions by using site-specific emission correlations and periodic
stack
testing to verify continued representativeness of the correlations,
or use
NOx
CEMS. The emission correlation method has been significantly streamlined
in the revised rule.
|
·
|
All
gas-fired units using natural gas for at least 90 percent of their
annual
heat input and units burning diesel fuel oil are exempt from opacity
monitoring.
|
·
|
For
CO2
all units can use either (1) a mass balance estimation, or (2)
CO2
CEMs, or (3) O2
CEMs in order to estimate CO2
emissions.
|
ITEM 1A |
RISK
FACTORS
|
·
|
the
existence and
enforcement of government environmental regulations. If these regulations
are not maintained or enforced then the market for Company’s products
could deteriorate;
|
·
|
Retaining
and keeping qualified employees and management
personnel;
|
·
|
Ability
to upgrade our products to keep up with the changing market place
requirements;
|
·
|
Ability
to keep up with our competitors who have much higher resources than
us;
|
·
|
Ability
to find sub suppliers and sub contractors to assemble and install
our
products;
|
·
|
General
economic conditions of the industry and the ability of potential
customers
to spend money on setting up new industries that require our
products;
|
·
|
Ability
to maintain or raise adequate working capital required for the operations
and future growth; and
|
·
|
Ability
to retain our CEO and other senior key
personnel.
|
·
|
announcements
of technological innovations by us, our collaborative partners or
our
present or potential competitors;
|
·
|
our
quarterly operating results and performance;
|
·
|
developments
or disputes concerning patents or other proprietary
rights;
|
·
|
acquisitions;
|
·
|
litigation
and government proceedings;
|
·
|
adverse
legislation;
|
·
|
changes
in government regulations;
|
·
|
economic
and other external factors; and
|
·
|
general
market conditions.
|
ITEM 2 |
Year Ended September 30,
|
|
||||||
|
|
2007
|
|
2006
|
|
||
Revenues
|
$
|
3,533,621
|
$
|
724,209
|
|||
Operating
Expenses
|
$
|
1,253,417
|
444,718
|
||||
Net
Income (Loss)
|
($
123,565
|
)
|
$
|
2,222
|
|||
Net
Income Per Common Share, Basic and Diluted
|
$
|
0.0002
|
$
|
0.0001
|
|||
Weighted
Average Number of Shares
|
24,024,912
|
6,584,323
|
September 30,
|
|
||||||
|
|
2007
|
|
2006
|
|
||
Current
Assets
|
$
|
1,180,972
|
$
|
332,451
|
|||
Total
Assets
|
$
|
4,238,532
|
$
|
607,333
|
|||
$
|
2,758,046
|
$
|
131,782
|
||||
Total
Stockholders' Equity
|
$
|
1,480,486
|
$
|
475,551
|
|
Net
Sales: Net
sales for 2007 increased by $2,809,412 or 388%, to $3,533,621,
from
$724,209 for 2006. Sales growth increased during the year of 2007
primarily due to the acquisition of Griffin Filters in April 2007.
The
overall market demand for our existing business increased during
the last
year.
|
|
Gross
Profit :
Gross profit for 2007 increased $721,972 or 161%, to $1,169,344
which made
up 33.1% of net sales, from $447,372 for 2006, which made up 61.8%
of net
sales. The lower gross margin in 2007 was a direct result of the
low gross
margin product line of Griffin Filters. In addition, gross profit
in the
existing product line decreased due to the extensive demonstration
testing
of its new SM4 compliance mercury monitors at various utility sites.
|
|
Operating
Expenses: Operating
expenses for 2007 increased $808,699, or 182%, to $1,253,417 from
$444,718
in 2006. Operating expenses as a percentage of sales decreased
in 2007 to
35.5% from 61.4% in 2006. The decrease in operating expenses was
primarily
due to acquisition of Griffin Filters and having a larger sales
volume in
relation to the same operating expenses for the existing product
line.
|
|
|
Net
Income/Loss: The
Company had a net
loss of ($123, 565) for 2007 as compared to a net income of $2,222
for
2006. The net loss in 2007 was a result of several factors including:
(i)
increased expenses in demonstration testing of the new SM4 mercury
product
line, (ii) low bookings and sales of the acquired business of griffin
Filters.
|
|
|
Provision
for Income Taxes: Our
effective state and federal tax rate, adjusted for the effect of
certain
credits and adjustments, was approximately 38% and 38% for 2007
and 2006,
respectively.
|
|
|
|
|
•
|
the
shortage of reliable market data regarding the emission monitoring
&
air filtration market,
|
|
|
|
|
•
|
changes
in external competitive market factors or in our internal budgeting
process which might impact trends in our results of operations,
|
|
|
|
|
•
|
anticipated
working capital or other cash requirements,
|
|
|
|
|
•
|
changes
in our business strategy or an inability to execute our strategy
due to
unanticipated changes in the market,
|
|
|
|
|
•
|
product
obsolescence due to the development of new technologies, and
|
|
|
|
|
•
|
Various
competitive factors that may prevent us from competing successfully
in the
marketplace.
|
Item 7A. |
Quantitative
and Qualitative Disclosures About Market
Risk
|
ITEM 3 |
PROPERTIES
|
ITEM 4 |
SECURITY
OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND
MANAGEMENT
|
Name and Address of
Owner
|
Title
|
Amount Owned
Before Offering
|
Percentage of Issued
Common Stock (1)
|
||||||||||
Common
Stock
|
Arun
Govil
19
Engineers Lane
Farmingdale,
New York 11735
|
President
,Chief Executive Officer and Chairman of the Board
|
55,430,000
|
(2)(3)
|
86.2
|
%
|
|||||||
Common
Stock
|
Renato
Dela Rama
19
Engineers Lane
Farmingdale,
New York 11735
|
Vice
President
|
0
|
0
|
|||||||||
Common
Stock
|
Vandana
Govil
19
Engineers Lane
Farmingdale,
New York 11735
|
Secretary,
Director
|
55,430,000
|
(2)(3)(4)
|
86.2
|
%
|
|||||||
Common
Stock
|
All
directors and executive officers as a group (3 persons)
|
|
55,430,000
|
86.2
|
%
|
(1)
|
Except
as otherwise noted herein, the percentage is determined on the basis
of
64,327,862 shares of our common stock outstanding plus securities
deemed
outstanding pursuant to Rule 13d-3 promulgated under the Securities
Exchange Act of 1934, as amended (the “Exchange Act”). Under
Rule 13d-3, a person is deemed to be a beneficial owner of any
security owned by certain family members and any security of which
that
person has the right to acquire beneficial ownership within 60 days,
including, without limitation, shares of our common stock subject
to
currently exercisable options.
|
(2)
|
Includes
the shares underlying the Convertible Debenture issued by the Company
to
Arun Govil the Company’s Chairman, CEO, President and Treasurer in
conjunction with the purchase of Griffin Filters, Inc. The debenture
has
the right of conversion into 30,000,000 non-assessable shares of
common
stock of the Company at $0.001 (par value) per share. The Debenture
Holder
has the right of conversion, subject to the terms and conditions
of the
debenture, commencing December 31, 2007 and continuing to April 30,
2011,
thus Arun Govil has the right to convert the 30,000,000 non-assessable
shares of common stock of the Company within 60 days. In the event
the face amount of the debenture is not fully converted on or before
April
30, 2011, the conversion rights will
lapse.
|
(3)
|
Includes
the shares owned by Ducon Technologies Inc. Duncon Technologies,
Inc. is
owned by Texxar Inc. a private corporation. The principal of Texxar,
Inc.
is Arun Govil the Chairman, Chief Executive Officer, Treasurer and
President of the Company.
|
(4)
|
Vanana
Govil is the spouse of Arun Govil, the President, Chief Executive
Officer
and Chairman of the Board of the Company and his shares are attributed
to
Ms. Govil.
|
ITEM 5 |
DIRECTORS
AND EXECUTIVE OFFICERS
|
Name
and Address
|
Age
|
Positions
and Offices
|
||
Arun
Govil
19
Engineers Lane
Farmingdale,
New York 11735
|
51
|
President,
Chief Executive Officer, Treasurer, and Chairman of the Board of
Directors
|
||
Renato
Dela Rama
19
Engineers Lane
Farmingdale,
New York 11735
|
58
|
Vice
President of Finance
|
||
Vandana
Govil
19
Engineers Lane
Farmingdale,
New York 11735
|
46
|
Secretary
and Director
|
ITEM 6 |
EXECUTIVE
COMPENSATION
|
SUMMARY COMPENSATION TABLE
|
||||||||||||||||
LONG-TERM
|
||||||||||||||||
NAME AND PRINCIPAL
|
ANNUAL COMPENSATION TABLE
|
COMPENSATION AWARDS
|
||||||||||||||
SECURITIES UNDERLYING
|
||||||||||||||||
POSITION
|
YEAR
|
SALARY
|
BONUS
|
OTHER
|
OPTIONS/SARS
|
|||||||||||
Arun
Govil
|
2006
|
$
|
|
—
|
—
|
—
|
||||||||||
Chairman,
Chief Executive
Officer
and Treasurer and
President
|
2007
|
$
|
125,000
|
$
|
000
|
—
|
—
|
|||||||||
Vandana
Govil
|
2006
|
$
|
|
—
|
—
|
—
|
||||||||||
Secretary,
Director
|
2007
|
$
|
125,000
|
$
|
000
|
—
|
—
|
ITEM 7 |
CERTAIN
RELATIONSHIPS AND RELATED TRANSACTIONS
|
ITEM 8 |
LEGAL
PROCEEDINGS
|
ITEM 9 |
MARKET
PRICE OF AND DIVIDENDS ON THE REGISTRANT'S COMMON EQUITY AND OTHER
SHAREHOLDER MATTERS
|
Year
|
Period
|
|
Stock Price
|
|
||||||
|
|
|
|
High
|
|
Low
|
|
|||
|
||||||||||
2006
|
3rd
Quarter
|
$
|
0.80
|
$
|
0.70
|
|||||
|
4th
Quarter
|
$
|
0.75
|
$
|
0.19
|
|||||
2007
|
1st
Quarter
|
$
|
0.25
|
$
|
0.12
|
|||||
|
2nd
Quarter
|
$
|
0.11
|
$
|
0.03
|
|||||
|
3rd
Quarter
|
$
|
0.03
|
$
|
0.02
|
|||||
|
4th
Quarter
|
$
|
0.01
|
$
|
0.005
|
ITEM 10 |
RECENT
SALES OF UNREGISTERED
SECURITIES
|
Names/Identities of Persons
to
whom Securities Issued
|
Title of
Security
|
Amount of
Securities Issued
|
Issue Date
|
Aggregate
Price
of
Security ($)
|
|||||||||
Mazuma
Corp.
|
Common |
300,000
|
9/25/2006
|
50,000
|
|||||||||
Mazuma
Corp.
|
Common |
280,000
|
11/15/2006
|
25,000
|
|||||||||
Mazuma
Corp.
|
Common |
280,000
|
12/1/2006
|
25,000
|
|||||||||
Mazuma
Corp.
|
Common |
400,000
|
12/12/2006
|
25,000
|
|||||||||
Mazuma
Corp.
|
Common |
363,636
|
1/12/2007
|
25,000
|
|||||||||
Mazuma
Corp.
|
Common |
400,000
|
1/22/2007
|
20,000
|
|||||||||
Mazuma
Corp.
|
Common |
400,000
|
2/2/2007
|
30,000
|
|||||||||
Mazuma
Corp.
|
Common |
400,000
|
2/12/2007
|
27,500
|
|||||||||
Mazuma
Corp.
|
Common |
800,000
|
3/5/2007
|
40,000
|
|||||||||
Mazuma
Corp.
|
Common |
457,143
|
3/27/2007
|
20,000
|
|||||||||
Mazuma
Corp.
|
Common |
800,000
|
4/25/2007
|
26,000
|
|||||||||
Prye
Funding Corp.
|
Common |
789,091
|
5/3/2007
|
25,000
|
|||||||||
*Arun
Govil
|
Common |
20,000,000
|
4/19/2007
|
750,000
|
|||||||||
Mazuma
Corp.
|
Common |
1,777,778
|
5/16/2007
|
40,000
|
|
•
|
|
before
that date, our board of directors has approved either the business
combination or the transaction which resulted in the stockholder
becoming
an interested stockholder;
|
|
•
|
|
upon
consummation of the transaction which resulted in the stockholder
becoming
an “interested stockholder,” the interested stockholder owned at least 85%
of our voting stock outstanding at the time the transaction commenced,
excluding for purposes of determining the number of shares outstanding
those shares owned:
|
|
•
|
|
by
persons who are directors and also officers; and
|
|
•
|
|
by
employee stock plans in which employee participants do not have
the right
to determine confidentially whether shares held subject to the
plan will
be tendered in a tender or exchange offer; or
|
|
•
|
|
on
or after such date, the business combination is approved by our
board of
directors and authorized at an annual or special meeting of stockholders,
and not by written consent, by the affirmative vote of at least
66-2/3% of
the outstanding voting stock which is not owned by the interested
stockholder.
|
ITEM 12 |
INDEMNIFICATION
OF DIRECTORS AND OFFICERS
|
ITEM 13 |
FINANCIAL
STATEMENTS AND SUPPLEMENTARY
DATA
|
ITEM 14 |
CHANGES
IN AND DISAGREEMENTS WITH
ACCOUNTANTS
|
ITEM 15 |
FINANCIAL
STATEMENTS AND EXHIBITS
|
Report
of Independent Registered Public Accounting Firm – September
2007
|
F-1
|
Audited
Consolidated Balance Sheets as of September 30, 2006 and September
30,
2007
|
F-2
|
Audited
Consolidated Statements of Operations for the Year Ended September,
2007
and 2006
|
F-3
|
|
|
Audited
Consolidated Statements of Stockholders’ Equity (Deficit) for the Years
Ended September 30, 2007, 2006 and 2005
|
F-4
|
Audited
Consolidated Statements of Cash Flows for the Year Ended September
30,
2007 and 2006
|
F-5
|
Notes
to Audited Consolidated Financial Statements
|
F-6
|
Consolidated
Balance Sheets as of December 31, 2007
|
F-12
|
Consolidated
Statements of Operations for the Three Months Ended December 31,
2007 and
2006
|
F-13
|
Consolidated
Statements of Stockholders’ Equity (Deficit) for the Three Months Ended
December 31, 2007
|
F-14
|
Consolidated
Statements of Cash Flows for the Three Months Ended December 31,
2007 and
2006
|
F-15
|
Notes
to Consolidated Financial Statements
|
F-16
|
September 30,
|
|||||||
2007
|
2006
|
||||||
Assets
|
|||||||
Current
Assets
|
|||||||
Cash
& Equivalents
|
$
|
143,830
|
$
|
29,279
|
|||
Accounts
Receivable
|
780,474
|
213,017
|
|||||
Inventory
|
252,443
|
74,931
|
|||||
Prepaid
Expenses & Other Assets
|
4,225
|
15,224
|
|||||
Total
Current Assets
|
1,180,972
|
332,451
|
|||||
Property
& Equipment, Net
|
61,723
|
-
|
|||||
Other
|
22,024
|
-
|
|||||
Goodwill,
Net
|
2,973,813
|
274,882
|
|||||
Total
Assets
|
$
|
4,238,532
|
$
|
607,333
|
|||
Liabilities
& Stockholders' Equity (Deficit)
|
|||||||
Current
Liabilities
|
|||||||
Accounts
Payable
|
$
|
914,907
|
$
|
131,782
|
|||
Accrued
Expenses
|
448,640
|
-
|
|||||
Customer
Deposits
|
85,516
|
-
|
|||||
Notes
Payable-Shareholder
|
8,983
|
-
|
|||||
Total
Current Liabilities
|
1,458,046
|
131,782
|
|||||
Convertible
Debenture
|
1,300,000
|
- | |||||
Total
Liabilities
|
2,758,046
|
||||||
Commitments
& Contingencies
|
-
|
-
|
|||||
Stockholders'
Equity (Deficit)
|
|||||||
Preferred
Stock, $0.001 par value, 10,000,000 shares authorized, no shares
issued
and outstanding
|
$
|
-
|
$
|
-
|
|||
Common
Stock, $0.001 par value, 60,000,000 shares authorized; 34,327,862
and
6,880,213 shares issued and outstanding, respectively.
|
34,328
|
6,880
|
|||||
Additional
Paid-in Capital
|
1,644,172
|
543,120
|
|||||
Accumulated
Deficit
|
(198,014
|
)
|
(74,449
|
)
|
|||
Total
Stockholders' Equity (Deficit)
|
1,480,486
|
475,551
|
|||||
Total
Liabilities & Stockholders' Equity (Deficit)
|
$
|
4,238,532
|
$
|
607,333
|
For the Year Ended September 30,
|
|||||||
2007
|
2006
|
||||||
Revenues
|
$
|
3,533,621
|
$
|
724,209
|
|||
Cost
of Goods Sold
|
2,364,277
|
276,837
|
|||||
Gross
Profit
|
1,169,344
|
447,372
|
|||||
Operating
Expenses
|
1,253,417
|
444,718
|
|||||
Operating
Income (Loss)
|
(84,073
|
)
|
2,654
|
||||
Other
Income (Expense)
|
|||||||
Other
Income
|
4,290
|
-
|
|||||
Interest
Income
|
-
|
-
|
|||||
Interest
Expense
|
(43,782
|
)
|
-
|
||||
Total
Other Income (Expense)
|
(39,492
|
)
|
-
|
||||
Net
Income (Loss) Before Income Taxes
|
(123,565
|
)
|
2,654
|
||||
Provision
for Income Taxes
|
-
|
(432
|
)
|
||||
Net
Income (Loss)
|
$
|
(123,565
|
)
|
$
|
2,222
|
||
Income
(Loss) Per Share-Basic
|
$
|
(0.01
|
)
|
$
|
0.00
|
||
Weighted
Average Number of Shares
|
24,024,912
|
6,584,323
|
Preferred Stock
|
Common Stock
|
Total
|
||||||||||||||||||||
|
|
Number of
|
|
Par Value
|
|
Number of
|
|
Par Value
|
|
Additional Paid-
|
|
Accumulated
|
|
Stockholders'
|
|
|||||||
|
|
Shares
|
|
($0.001) Amount
|
|
Shares
|
|
($0.001) Amount
|
|
In-Capital
|
|
Deficit
|
|
Equity (Deficit)
|
||||||||
Balance at
September 30, 2005
|
-
|
$
|
-
|
6,280,213
|
$
|
6,280
|
$
|
493,720
|
$
|
(76,671
|
)
|
$
|
423,329
|
|||||||||
Common
Stock Issued to Investors for Cash
|
-
|
-
|
600,000
|
600
|
49,400
|
-
|
50,000
|
|||||||||||||||
Capital
Contributed by Officers
|
-
|
-
|
-
|
-
|
-
|
-
|
-
|
|||||||||||||||
Net
Loss
|
-
-
|
- - |
- - |
- - |
-
-
|
2,222
|
2,222
|
|||||||||||||||
Balance
at September 30, 2006
|
-
|
$
|
-
|
6,880,213
|
$
|
6,880
|
$
|
543,120
|
$
|
(74,449
|
)
|
$
|
475,551
|
|||||||||
Common
Stock Issued to Investors for Cash
|
-
|
-
|
7,447,649
|
7,448
|
371,052
|
-
|
378,500
|
|||||||||||||||
Common
Stock Issued for Purchase of Assets
|
-
|
-
|
20,000,000
|
20,000
|
730,000
|
-
|
750,000
|
|||||||||||||||
Net
Loss
|
-
|
-
|
-
|
-
|
-
|
(123,565
|
)
|
(123,565
|
)
|
|||||||||||||
Balance
at September 30, 2007
|
-
|
$
|
-
|
34,327,862
|
$
|
34,328
|
$
|
1,644,172
|
$
|
(198,014
|
)
|
$
|
1,480,486
|
For the Year Ended September 30,
|
|||||||
2007
|
2006
|
||||||
Cash
Flows from Operating Activities
|
|||||||
Net
Income (Loss)
|
$
|
(123,565
|
)
|
$
|
2,222
|
||
Adjustments
to reconcile net loss to net cash used in operating
activities:
|
|||||||
Depreciation
& Amortization
|
5,295
|
7,186
|
|||||
Changes
in operating assets and liabilities:
|
|||||||
Accounts
Receivable
|
(567,457
|
)
|
(94,833
|
)
|
|||
Inventory
|
(177,512
|
)
|
29,518
|
||||
Prepaid
Expenses & Other Assets
|
10,999
|
(15,224
|
)
|
||||
Other
Assets
|
(22,024
|
)
|
-
|
||||
Accounts
Payable
|
783,125
|
66,788
|
|||||
Accrued
Expenses
|
448,640
|
-
|
|||||
Customer
Deposits
|
85,516
|
-
|
|||||
Net
Cash Used in Operating Activities
|
443,017
|
(4,343
|
)
|
||||
Cash
Flows from Investing Activities
|
|||||||
Purchase
of Property and Equipment
|
(67,018
|
)
|
-
|
||||
Net
Purchase of Griffin Filters
|
(2,556,430
|
)
|
-
|
||||
Goodwill
from Ducon
|
(142,501
|
)
|
-
|
||||
Net
Cash Used in Investing Activities
|
(2,765,949
|
)
|
-
|
||||
Cash
Flows from Financing Activities
|
|||||||
Repayment
of Notes Payable
|
-
|
(45,000
|
)
|
||||
Net
Loans from Shareholders
|
8,983
|
(54,863
|
)
|
||||
Convertible
Debentures issued for Griffin Purchase
|
1,300,000
|
-
|
|||||
Common
Stock Issued for Griffin Purchase
|
750,000
|
-
|
|||||
Common
Stock Issued for Cash
|
378,500
|
50,000
|
|||||
Net
Cash Provided by Financing Activities
|
2,437,483
|
(49,863
|
)
|
||||
Net
Increase (Decrease) in Cash
|
114,551
|
(54,206
|
)
|
||||
Cash
Beginning of Period
|
29,279
|
83,485
|
|||||
Cash
End of Year
|
$
|
143,830
|
$
|
29,279
|
|||
Supplemental
Disclosure of Cash Flow Information:
|
|||||||
Cash
Paid during the period for interest
|
$
|
-
|
$
|
-
|
|||
Cash
Paid during the period for income taxes
|
-
|
432
|
|||||
Supplemental
Disclosure of Non-Cash Items:
|
|||||||
Convertible
Debentures issued for Griffin Purchase
|
$
|
1,300,000
|
$
|
-
|
|||
Common
Stock Issued for Griffin Acquisition
|
750,000
|
-
|
September 30,
|
|||||||
2007
|
2006
|
||||||
Statutory
Federal Tax (Benefit) Rate
|
-34.0
|
%
|
-34.0
|
%
|
|||
Statutory
State Tax (Benefit) Rate
|
-7.5
|
%
|
-7.5
|
%
|
|||
Effective
Tax (Benefit) Rate
|
-41.5
|
%
|
-41.5
|
%
|
|||
Valuation
Allowance
|
41.5
|
%
|
41.5
|
%
|
|||
Effective
Income Tax
|
0.0
|
%
|
0.0
|
%
|
September 30,
|
|||||||
|
2007
|
2006
|
|||||
Deferred
Tax Asset
|
|||||||
Net
Operating Loss Carryforward
|
$
|
82,176
|
30,896
|
||||
Valuation
Allowance
|
(82,176
|
)
|
(30,896
|
)
|
|||
Net
Deferred Tax Asset
|
$
|
-
|
-
|
September
30,
|
|||||||
2007
|
2006
|
||||||
Furniture
and Office Equipment
|
$
|
62,993
|
$
|
-
|
|||
Computer
Software
|
4,025
|
-
|
|||||
Less:
Accumulated Depreciation
|
(5,295
|
)
|
-
|
||||
Net
Property & Equipment
|
$
|
61,723
|
$
|
-
|
December 31,
2007
|
September 30,
2007
|
||||||
Assets
|
|||||||
Current
Assets
|
|||||||
Cash
& Equivalents
|
$
|
133,861
|
$
|
143,830
|
|||
Accounts
Receivable
|
896,597
|
780,474
|
|||||
Inventory
|
314,937
|
252,443
|
|||||
Prepaid
Expenses & Other Assets
|
4,225
|
4,225
|
|||||
Total
Current Assets
|
1,349,620
|
1,180,972
|
|||||
Property
& Equipment, Net
|
59,816
|
61,723
|
|||||
Other
|
23,334
|
22,024
|
|||||
Goodwill,
Net
|
2,973,813
|
2,973,813
|
|||||
Total
Assets
|
$
|
4,406,583
|
$
|
4,238,532
|
|||
Liabilities
& Stockholders' Equity (Deficit)
|
|||||||
Current
Liabilities
|
|||||||
Accounts
Payable
|
$
|
960,208
|
$
|
914,907
|
|||
Accrued
Expenses
|
31,635
|
448,640
|
|||||
Customer
Deposits
|
52,392
|
85,516
|
|||||
Notes
Payable-Shareholder
|
450,825
|
8,983
|
|||||
Total
Current Liabilities
|
1,495,060
|
1,458,046
|
|||||
Convertible
Debenture
|
1,300,000
|
1,300,000
|
|||||
Total
Liabilities
|
2,795,060
|
2,758,046
|
|||||
Commitments
& Contingencies
|
-
|
-
|
|||||
Stockholders'
Equity (Deficit)
|
|||||||
Common
Stock, $0.001 par value, 60,000,000 shares authorized;
34,327,862 shares issued and outstanding.
|
34,328
|
34,328
|
|||||
Additional
Paid-in Capital
|
1,644,172
|
1,644,172
|
|||||
Accumulated
Deficit
|
(66,977
|
)
|
(198,014
|
)
|
|||
Total
Stockholders' Equity (Deficit)
|
1,611,523
|
1,480,486
|
|||||
Total
Liabilities & Stockholders' Equity (Deficit)
|
$
|
4,406,583
|
$
|
4,238,532
|
For
the Three Months Ended
December
31,
|
|||||||
2007
|
2006
|
||||||
Revenues
|
$
|
1,238,435
|
$
|
237,332
|
|||
Cost
of Goods Sold
|
560,219
|
160,663
|
|||||
Gross
Profit
|
678,216
|
76,669
|
|||||
Operating
Expenses
|
516,114
|
71,929
|
|||||
Operating
Income (Loss)
|
162,102
|
4,740
|
|||||
Other Income (Expense) | |||||||
Other
Income
|
570
|
6,056
|
|||||
Interest
Expense
|
(31,635
|
)
|
-
|
||||
Total
Other Income (Expense)
|
(31,065
|
)
|
6,056
|
||||
Net
Income (Loss) Before Income Taxes
|
131,037
|
10,796
|
|||||
Provision
for Income Taxes
|
-
|
-
|
|||||
Net
Income (Loss)
|
$
|
131,037
|
$
|
10,796
|
|||
Income
(Loss) Per Share-Basic and Diluted
|
$
|
0.00
|
$
|
0.00
|
|||
Weighted Average Number of Shares | |||||||
34,327,862
|
6,880,213
|
Common Stock
|
Total
|
|||||||||||||||
Number of
|
Par Value
|
Additional Paid-
|
Accumulated
|
Stockholders'
|
||||||||||||
Shares
|
($0.001) Amount
|
In-Capital
|
Deficit
|
Equity (Deficit)
|
||||||||||||
Balance
at September 30, 2005
|
6,280,213
|
$
|
6,280
|
$
|
493,720
|
$
|
(76,671
|
)
|
$
|
423,329
|
||||||
Common
Stock Issued to Investors for Cash
|
600,000
|
600
|
49,400
|
-
|
50,000
|
|||||||||||
Capital
Contributed by Officers
|
-
|
-
|
-
|
-
|
-
|
|||||||||||
Net
Loss
|
-
|
-
|
-
|
2,222
|
2,222
|
|||||||||||
Balance
at September 30, 2006
|
6,880,213
|
$
|
6,880
|
$
|
543,120
|
$
|
(74,449
|
)
|
$
|
475,551
|
||||||
Common
Stock Issued to Investors for Cash
|
7,447,649
|
7,448
|
371,052
|
-
|
378,500
|
|||||||||||
Common
Stock Issued for Purchase of Assets
|
20,000,000
|
20,000
|
730,000
|
-
|
750,000
|
|||||||||||
Net
Loss
|
-
|
-
|
-
|
(123,565
|
)
|
(123,565
|
)
|
|||||||||
Balance
at September 30, 2007
|
34,327,862
|
$
|
34,328
|
$
|
1,644,172
|
$
|
(198,014
|
)
|
$
|
1,480,486
|
||||||
Net
Loss
|
-
|
-
|
-
|
131,037
|
131,037
|
|||||||||||
Balance
at December 31, 2007
|
34,327,862
|
$
|
34,328
|
$
|
1,644,172
|
$
|
(66,977
|
)
|
$
|
1,611,523
|
For the Three Months Ended
December 31,
|
|||||||
2007
|
2006
|
||||||
Cash
Flows from Operating Activities
|
|||||||
Net
Income (Loss)
|
$
|
131,037
|
$
|
10,796
|
|||
Adjustments
to reconcile net loss to net cash used in operating
activities:
|
|||||||
Depreciation
& Amortization
|
1,907
|
-
|
|||||
Changes
in operating assets and liabilities:
|
|||||||
Accounts
Receivable
|
(116,123
|
)
|
(115,575
|
)
|
|||
Inventory
|
(62,494
|
)
|
74,931
|
||||
Prepaid
Expenses & Other Assets
|
-
|
15,224
|
|||||
Other
Assets
|
(1,310
|
)
|
(15,425
|
)
|
|||
Accounts
Payable
|
45,301
|
(46,928
|
)
|
||||
Accrued
Expenses
|
(417,005
|
)
|
4,832
|
||||
Customer
Deposits
|
(33,124
|
)
|
692
|
||||
Net
Cash Used in Operating Activities
|
(451,811
|
)
|
(71,453
|
)
|
|||
Cash
Flows from Financing Activities
|
|||||||
Net
Loans from Shareholders
|
441,842
|
-
|
|||||
APIC
Error
|
-
|
-
|
|||||
Common
Stock Issued for Cash
|
-
|
75,000
|
|||||
Net
Cash Provided by Financing Activities
|
441,842
|
75,000
|
|||||
Net
Increase (Decrease) in Cash
|
|
(9,969
|
)
|
3,547
|
|||
Cash
Beginning of Period
|
143,830
|
29,279
|
|||||
Cash
End of Year
|
$ |
133,861
|
$ |
32,826
|
|||
Supplemental
Disclosure of Cash Flow Information:
|
|||||||
Cash
Paid during the period for interest
|
$
|
-
|
$
|
-
|
|||
Cash
Paid during the period for income taxes
|
-
|
-
|
December 31,
|
September 30,
|
||||||
2007
|
2007
|
||||||
Statutory
Federal Tax (Benefit) Rate
|
-34.0
|
%
|
-34.0
|
%
|
|||
Statutory
State Tax (Benefit) Rate
|
-7.5
|
%
|
-7.5
|
%
|
|||
Effective
Tax (Benefit) Rate
|
-41.5
|
%
|
-41.5
|
%
|
|||
Valuation
Allowance
|
41.5
|
%
|
41.5
|
%
|
|||
Effective
Income Tax
|
0.0
|
%
|
0.0
|
%
|
December 31,
|
September 30,
|
||||||
Deferred
Tax Asset
|
2007
|
2007
|
|||||
Net
Operating Loss Carryforward
|
$
|
27,795
|
$
|
82,176
|
|||
Valuation
Allowance
|
(27,795
|
)
|
(82,176
|
)
|
|||
Net
Deferred Tax Asset
|
$
|
-
|
$
|
-
|
December 31,
|
September 30,
|
|
|||||
2007
|
2007
|
||||||
Furniture
and Office Equipment
|
$
|
82,590
|
$
|
82,590
|
|||
Computer
Software
|
4,550
|
4,550
|
|||||
Less:
Accumulated Depreciation
|
(27,324
|
)
|
(25,417
|
)
|
|||
Net
Property & Equipment
|
$
|
59,816
|
$
|
61,723
|
DATE:
May 22, 2008
|
BY:
|
/s/
Arun Govil
|
CHAIRMAN
OF THE BOARD
|
||
CHIEF
EXECUTIVE OFFICER
|
||
AND
PRESIDENT
|
/s/
Arun Govil
|
Chairman
of the Board, Chief
|
May
22, 2008
|
||
Executive
Officer and
|
||||
President
|
||||
/s/
Renato Dela Rama
|
Vice
President of Finance
|
May
22, 2008
|
||
/s/
Vandana Govil
|
Secretary,
Director
|
May
22, 2008
|
Exhibit
Number
|
Description
of Exhibit
|
||
3.1
3.2
3.3
3.4
3.5
3.6
|
Certificate
of Incorporation of the Company
By
Laws of the Company
Certificate
of Amendment of Certificate of Incorporation dated September 29,
2006
Certificate
of Amendment of Certificate of Incorporation dated March 30,
2007
Certificate
of Amendment of Certificate of Incorporation dated May 16,
2007
Certificate
of Amendment of Certificate of Incorporation dated August 21,
2007
|
||
10.1
10.2
|
Cemtrex
Lease Agreement-Duncon Technologies, Inc.
Lease
Agreement between Daniel L. Canino and Griffin Filters,
LLC
|
||
10.3
10.4
10.5
|
Asset
Purchase Agreement between Duncon Technologies, Inc. and Cemtrex
Inc.
Agreement
and Assignment of Membership Interests between Arun Govil and Cemtrex,
Inc.
8.0%
Convertible Subordinated Debenture
|
||
21.1
23.1
|
Subsidiaries
Consent
of Independent Registered Public Accounting Firm.
|