SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 10-QSB
[X] QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE
SECURITIES EXCHANGE ACT OF 1934
For the quarterly period ended March 31, 1996
[_] TRANSITION REPORT UNDER SECTION 13 OR 15 (D) OF THE
EXCHANGE ACT
For the transition period from ____________________ to ____________________
Commission file number: 000-28112
MOTORVAC TECHNOLOGIES, INC.
(Exact Name of Small Business Issuer as Specified in Its Charter)
STATE OF DELAWARE 33-0522018
(State or Other Jurisdiction of (I.R.S. Employer
Incorporation or Organization) Identification No.)
1431 S. VILLAGE WAY
SANTA ANA, CALIFORNIA 92705
(Address of Principal Executive Offices)
(714) 558-4822
(Issuer's Telephone Number, Including Area Code)
N/A
- - --------------------------------------------------------------------------------
(Former Name, Former Address and Former Fiscal Year, if Changed Since Last
Report)
Check whether the issuer (1) has filed all reports required to be filed by
Section 13 or 15(d) of the Securities Exchange Act of 1934 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 X
----- -----
(APPLICABLE ONLY TO CORPORATE ISSUERS)
State the number of shares outstanding of each of the issuer's classes of
common equity, as of the latest practicable date.
Title Date Outstanding
Common Stock, $.01 par value May 31, 1996 4,404,918
Transitional Small Business Disclosure Format (check one);
Yes No X
----- -----
PART I. FINANCIAL INFORMATION
ITEM 1. FINANCIAL STATEMENTS
MOTORVAC TECHNOLOGIES, INC
CONSOLIDATED BALANCE SHEET
Pro forma debt
and stockholders'
equity
DECEMBER 31, MARCH 31, MARCH 31,
1995 1996 1996
------------ ------------- ----------------
ASSETS
------
CURRENT ASSETS
Cash $ 5,008 $ 3,028
Accounts receivable, net of allowance for doubtful accounts of $186,599
(December 31,1995) and $43,394 (March 31, 1996) 773,329 $ 1,281,955
Inventories, net 1,109,250 1,214,364
Other Current Assets 166,778 417,877
----------- -----------
Total Current Assets 2,054,365 2,917,224
PROPERTY AND EQUIPMENT, net 288,527 276,863
INTANGIBLE ASSETS, (net of accumulated amortization of $152,095
(December 31, 1995) and $243,317 (March 31, 1996) 1,672,348 1,581,126
OTHER ASSETS 25,000 25,000
----------- -----------
$ 4,040,240 $ 4,800,213
=========== ===========
LIABILITIES AND STOCKHOLDERS (DEFICIENCY) EQUITY
CURRENT LIABILITIES
Accounts payable and other accrued liabilities $ 1,364,490 $ 1,520,059
Accrued interest-related parties 649,901 795,804
Amounts payable to licensor 219,250 195,194
----------- -----------
Total current liabilities 2,233,641 2,511,057
AMOUNTS PAYABLE TO LICENSOR 219,295 219,295
NOTES PAYABLE TO RELATED PARTIES 5,273,872 6,053,872 1,643,572
COMMITMENTS AND OTHER CONTINGENCIES
STOCKHOLDERS' (DEFICIENCY) EQUITY
Cumulative Series A preferred stock ($.01 par); 95,295 shares
authorized and outstanding. (liquidation preference $4,764,750) 953 953 0
Cumulative Series B preferred stock ($.01 par); 55,000 shares
authorized 54,300 shares outstanding,
(liquidation preference $2,715,000) 543 543 0
Common Stock, $.01 par value; 10,000,000 shares authorized;
948,000 shares issued and outstanding 9,480 9,480 44,049
Additional paid in capital 6,995,448 6,995,448 16,046,833
Accumulated deficit (10,692,992) (10,990,435) (10,990,435)
----------- ----------- -----------
Total Shareholders' (deficiency) equity (3,686,568) (3,984,011) 5,100,447
----------- ----------- -----------
$ 4,040,240 $ 4,800,213 9,474,371
=========== =========== ===========
MOTORVAC TECHNOLOGIES, INC.
CONSOLIDATED STATEMENT OF OPERATIONS
Three Months Ended
----------- -----------
MARCH 31 MARCH 31
1996 1995
----------- -----------
NET SALES 1,347,529 1,033,880
COST OF SALES 537,751 595,136
----------- -----------
GROSS PROFIT 809,778 438,744
OPERATION EXPENSES
Selling, General and Administrative Expenses 947,224 1,152,144
Research and Development Expenses 14,132 136,369
----------- -----------
961,356 1,288,513
----------- -----------
LOSS FROM OPERATIONS (151,578) (849,769)
INTEREST EXPENSE-RELATED PARTIES 145,865 112,308
----------- -----------
LOSS BEFORE PROVISION FOR INCOME TAXES (297,443) (962,077)
PROVISION FOR INCOME TAXES 0 0
----------- -----------
NET LOSS (297,443) (962,077)
=========== ===========
SUPPLEMENTAL DATA (NOTE 3)
Historical Loss (297,443)
Proforma reduction in interest expense 145,865
-----------
PRO FORMA NET LOSS (151,578)
===========
NET LOSS PER COMMON SHARE (0.03)
===========
COMMON AND COMMON EQUIVALENT SHARES 4,438,523
===========
MOTORVAC TECHNOLOGIES, INC
CONSOLIDATED STATEMENT OF CASH FLOW
Three Months Ended
----------- ----------
MARCH 31 MARCH 31
1996 1995
---------- ----------
CASH FLOW FROM OPERATION ACTIVITIES:
Net Loss (297,443) (962,077)
Adjustments to reconcile net loss to net cash
used in operating activities:
Depreciation and amortization 115,197 45,719
Net change in operation assets and liabilities:
Accounts receivable (508,626) 212,285
Inventories (105,114) 36,093
Other current assets, intangibles and other assets (251,099) (102,890)
Accounts payable and other current liabilities 277,416 (169,222)
-------- --------
net cash used in operating activities (769,669) (940,092)
-------- --------
CASH FLOW FROM INVESTING ACTIVITIES
Purchase of equipment (12,311) (10,671)
CASH FLOW FROM FINANCING ACTIVITIES
proceeds from issuance of notes payable to related parties 780,000 740,264
(Increase) decrease in receivable from licensor 0 167,332
-------- --------
net cash provided by financing activities 780,000 907,596
NET INCREASE (DECREASE) IN CASH (1,980) (43,167)
CASH, Beginning of period 5,008 60,363
-------- --------
CASH, End of period 3,028 17,196
======== ========
SUPPLEMENTAL DISCLOSURES OF CASH FLOW
INFORMATION
Interest paid 0 0
======== ========
Income taxes paid 0 0
======== ========
MOTORVAC TECHNOLOGIES, INC.
NOTES TO UNAUDITED FINANCIAL STATEMENTS
1. Basis of Presentation:
----------------------
The information set forth in these financial statements as of March 31,
1996 is unaudited and may be subject to normal year-end adjustments. In the
opinion of management, the unaudited financial statements reflect all
adjustments, consisting only of normal recurring adjustments, necessary to
present fairly the financial position of MotorVac Technologies, Inc. (the
"Company" or "MTI") for the period indicated. Results of operations for the
interim period ended March 31, 1996 are not necessarily indicative of the
results of operations for the full fiscal year.
Certain amounts in the prior years' Consolidated Financial Statements have
been reclassified to conform to the current fiscal year's presentation.
Certain information normally included in footnote disclosures to the
financial statements has been condensed or omitted in accordance with the
rules and regulations of the Securities and Exchange Commission.
2. Initial Public Offering
-----------------------
On May 1, 1996, the Company completed an initial public offering of
1,100,000 shares of its common stock at $5.375 per share, netting proceeds
to the Company, after underwriter's discounts and expenses, of
approximately $5,143,875. Proceeds to the Company were used to repay
approximately $836,000 of accrued interest and approximately $124,000 of
offering expense reimbursement to the Company's major shareholder. The
remaining proceeds are anticipated to be used to expand the Company's
advertising and marketing efforts, acquire related products or product
lines, and for working capital and are anticipated to remove any dependency
on Erin Mills International Investment Corporation for further funding in
the foreseeable future.
3. Pro Forma Data
--------------
Pro Forma Net Loss
Pro forma net loss represents the results of operations adjusted to reflect
the impact of the elimination of interest expense related to the $4,410,300
in debt due Erin Mills International Investment Corporation ("EMIIC"), a
related party, and The WH & NC Eighteen Corporation ("WH & NC"), an
affiliate of EMIIC, which was exchanged for common stock immediately prior
to the consummation of the initial public offering.
Pro Forma Net Loss Per Share
Historical net income per common share is not presented because it is not
indicative of the ongoing entity. Pro forma net loss per share has been
computed by dividing pro forma net loss by the weighted average number of
shares of common stock outstanding during the period.
4. Litigation
----------
Litigation
As of March 31, 1996, the Company is involved in various lawsuits, claims
and inquiries arising from transactions entered into in the ordinary course
of business. While the Company's future liability with respect to these
matters cannot be predicted with certainty, it is the opinion of the
management, after consultation with outside counsel, that any liability
from lawsuits or claims known to the Company, whether asserted or
unasserted would not have a material adverse effect on the financial
position or operations of the Company.
Pro Forma Stockholders Equity Information
Pro forma debt and stockholders equity as of March 31, 1996 has been
presented to reflect (i) the sale by the Company of 1,100,000 shares of
common stock at the initial public offering price of $5.375 per share, and
the application of the net proceeds of approximately $5,143,875 generated
therefrom, (ii) the conversion of all the issued and outstanding shares of
Series B Preferred Stock (including all accrued dividends thereon) into
570,150 shares of common stock, (iii) the exchange by EMIIC of
approximately $4,410,000 principal amount of indebtedness for 820,521
shares of common stock at the per share initial public offering price, and
(iv) the conversion of 95,295 shares of issued and outstanding Series A
Preferred Stock (including all accrued dividends thereon) held by EMIIC and
an individual into 966,247 shares of common stock based on the $50.00 per
share liquidation preference of such shares of Series A Preferred Stock at
the initial public offering price.
MOTORVAC TECHNOLOGIES, INC.
---------------------------
ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OR PLAN OF OPERATIONS
MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF
OPERATION
GENERAL
MotorVac Technologies, Inc. (the "Company") designs, develops,
assembles, markets and sells the MotorVac CarbonClean System for the diagnosis,
maintenance and repair of internal combustion engine fuel systems primarily for
the automotive after-market repair and service industry. The Company markets and
sells its fuel system cleaning machines and detergents through various
distribution channels, both in the United States and Canada ("Domestic") under
the trade name MotorVac, and outside the United States and Canada
("International") under the trade name CarbonClean.
The following discussion and analysis addresses the results of the
Company's operations for the three months ended March 31, 1996, as compared to
the Company's results of operations for the three months ended March 31, 1995.
On May 1, 1996, the Company consummated an initial public offering (the "IPO")
of 1,100,000 shares of its common stock, resulting in gross proceeds (net of
discounts and commissions) of approximately $5,912,500. Since the closing of the
IPO was after the period covered in this report, the Company's results and the
following discussion do not reflect the IPO unless noted otherwise.
This Quarterly Report on Form 10-QSB contains certain forward-looking
statements within the meaning of Section 27A of the Securities Act of 1933 and
Section 21E of the Securities Exchange Act of 1934 (the "Exchange Act"), and the
Company intends that such forward-looking statements be subject to the safe
harbors created thereby. The Company may experience significant fluctuations in
future operating results due to a number of factors, including, among other
things, the size and timing of customer orders, new or increased competition,
delays in new product enhancements and new product introductions, quality
control difficulties, changes in market demand, market acceptance of new
products, product returns, seasonality in product purchases by distributors and
end users, and pricing trends in the automotive after-market industry in
general, and in the specific markets in which the Company is active. Any of
these factors could cause operating results to vary significantly from prior
periods. Significant variability in orders during any period may have a material
adverse impact on the Company's cash flow or work flow, and any significant
decrease in orders could have a material adverse impact on the Company's results
of operations and financial condition. As a result, the Company believes that
period-to-period comparisons of its results of operations are not necessarily
meaningful and should not be relied upon as any indication of future
performance. Fluctuations in the Company's operating results could cause the
price of the Company's Common Stock to fluctuate substantially.
Assumptions relating to the foregoing involve judgments with respect
to, among other things, future economic, competitive and market conditions, all
of which are difficult or impossible to predict accurately, and many of which
are beyond the control of the Company. In addition, the business and operations
of the Company are subject to substantial risks which increase the uncertainty
inherent in the forward-looking statements. In light of the significant
uncertainties inherent in the forward-looking information included herein, the
inclusion of such information should not be regarded as a representation by the
Company or any other person that the objectives or plans of the Company will be
achieved.
RESULTS OF OPERATIONS
Comparison of Three Months Ended March 31, 1996 and 1995
Net Sales. Net sales for the three months ended March 31, 1996
----------
increased $313,649 (approximately 30.3%) to $1,347,529 from $1,033,880 for the
three months ended March 31, 1995. The primary reason for this increase was a
large order from Asia which was shipped in March.
For the three months ended March 31, 1996, Domestic sales were
$386,784 and International sales were $960,745. For the three months ended March
31, 1995, Domestic and International sales were $370,523 and $663,357
respectively.
The Company had no material backlog at either March 31, 1996 or March
31, 1995.
Gross Profit. Gross profit for the three months ended March 31, 1996
-------------
increased by $371,034 (approximately 91.4%) to $809,778 from $438,744 for the
three months ended March 31, 1995. The first quarter gross margin changed due
to a shift in product mix from engine cleaning systems sales to detergent sales,
which generally has a higher gross margin.
Operating Expenses. Selling, general and administrative expenses
-------------------
for the three months ended March 31, 1996 decreased by $240,920 (approximately
20.9%) to $947,224 from $1,152,144 for the three months ended March 31, 1995.
This decrease reflects reductions in various expenses, including royalties,
commissions, advertising, marketing and administrative expenses due to the
effect of management expense control initiatives and the purchase of certain
intellectual property rights from Enviromotive, Inc. ("EMI").
Research and development expenses for the three months ended March 31,
1996 decreased by $122,237 (approximately 91.7%) to $14,132 from $136,369 for
the three months ended March 31, 1995. These savings reflect the fact that the
Company was developing a number of products last year, now substantially
completed.
Loss From Operations. As a result of all of the above, the loss from
---------------------
operations for the three months ended March 31, 1996 improved by $698,191
(approximately 82.1%) to a loss of $151,578 from a loss of $849,769 for the
three months ended March 31, 1995.
Interest. Interest expense for the three months ended March 31, 1996
---------
increased by $33,557 (approximately 29.9%) to $145,865 from $112,308 for the
three months ended March 31, 1995. The increase in interest expense is
primarily due to the increase in borrowings from Erin Mills International
Investment Corporation ("EMIIC") and an affiliate. At March 31, 1996, the
Company had notes payable to EMIIC and an affiliate of EMIIC of $6,053,872
versus $3,603,872 at March 31, 1995. As of May 1, 1996, $4,410,300 of these
notes payable were exchanged for common stock.
Net Loss. The net loss for the three months ended March 31, 1996
---------
improved by $664,634 (approximately 69.1%) to $297,443 from a net loss of
$962,077 for the three months ended March 31, 1995.
LIQUIDITY AND CAPITAL RESOURCES
At March 31, 1996, the Company had working capital of $380,111. At
December 31, 1995, the Company had a working capital deficit of $179,276.
For the Three Months Ended March 31, 1996
- - -----------------------------------------
Cash at January 1, 1996 was $5,008. Cash used in operating activities
during the three months ended March 31, 1996, which includes current assets and
current liabilities, was $768,699. Cash used in investing activities during this
period was $13,281, which primarily represented the purchase of computer
equipment. Cash flow from financing activities was $780,000 which consisted of
proceeds from the issuance of notes payable to EMIIC and related parties. The
net decrease in cash for the three months ended March 31, 1996 was $1,980,
resulting in ending cash of $3,028.
For the Three Months Ended March 31, 1995
- - -----------------------------------------
Cash at January 1, 1995 was $60,363. Cash used in operating activities
during the three months ended March 31, 1995 was $940,092. Cash used in
investing activities was $10,671 which primarily represented the purchase of
fixed assets. Cash received from financing activities was $907,596. Of this
amount, $740,264 represents proceeds from the issuance of notes to EMIIC and an
affiliate, and $167,332 represents a decrease in receivable from EMI.
BALANCE SHEET AND PRO FORMA DEBT AND STOCKHOLDERS EQUITY
As stated above, the Company consummated its IPO on May 1, 1996. This
transaction is reflected in the pro forma debt and equity balance sheet
reflecting (i) the sale by the Company of 1,100,000 shares of common stock at
the initial public offering price of $5.375 per share, and the application of
the net proceeds of approximately $5,143,875 generated therefrom, (ii) the
conversion of all the issued and outstanding shares of Series B Preferred Stock
(including all accrued dividends thereon) into 570,150 shares of common stock,
(iii) the exchange by EMIIC of approximately $4,410,000 principal amount of
indebtedness for 820,521 shares of common stock at the per share initial public
offering price, and (iv) the conversion of 95,105 and 190 shares of issued and
outstanding Series A Preferred Stock (including all accrued dividends thereon)
held by EMIIC and an individual respectively into 964,321 and 1,926 shares of
common stock, respectively, based on the $50.00 per share liquidation preference
of such shares of Series A Preferred Stock at the initial public offering price.
The proceeds of the IPO are anticipated to be sufficient to remove the Company's
dependency on EMIIC for further funding in the foreseeable future.
PART II. OTHER INFORMATION
ITEM 1. LEGAL PROCEEDINGS
On May 24, 1996, the Company was served with a complaint by its former
Australian distributor in a matter entitled DeCarbon Australia Pty. Ltd. v.
-------------------------------
MotorVac Technologies, Inc. (Case No. 764248) in the Superior Court of the State
- - ---------------------------
of California, County of Orange. The complaint is for damages which are alleged
to be in excess of $50,000,000 on a variety of claims, including alleged breach
of contract, breach of the implied covenant of good faith and fair dealing,
intentional misrepresentation, fraud, negligent misrepresentation, intentional
and negligent interference with contractual relations, intentional and negligent
interference with prospective economic advantage, unfair business practices,
unfair competition and other matters. In addition, the complaint seeks
declaratory relief and imposition of a constructive trust. The plaintiff in that
matter has also requested punitive damages, interest, attorneys' fees and costs
of suit. The Company is still in the process of reviewing the allegations in the
complaint; however, the Company intends to defend this matter vigorously. The
foregoing matter arises out of the Company's termination of its distributor
relationship with the Company's former Australian distributor in March 1996 on
account of the breach by such former distributor of its obligations under its
distribution contract and is alleged by the former distributor to also arise out
of matters related to the entering into of the distribution agreement.
Reference is hereby made to the discussion under the heading "Legal
Proceedings" contained on page 38 of the Company's Prospectus dated April 25,
1996 with regard to the action filed by the Company in the United States
District Court of the Northern District of Ohio, Eastern Division, against
Richard R. Green, individually and doing business as P&R Equipment Company,
Gregory M. Phillips, C.S.P. International, Inc. and certain other defendants,
and the counterclaim filed by certain of the defendants in connection with such
proceeding.
ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS
Effective February 26, 1996, a majority of the stockholders of the
Company adopted, by written consent, an Amendment and Restatement of the
Certificate of Incorporation and Bylaws of the Company and approved a 1996 Stock
Incentive Award Plan and a 1996 Directors Stock Plan. The foregoing action by
written consent was effected prior to the consummation of the Company's IPO on
May 1, 1996.
ITEM 6. EXHIBITS AND REPORTS ON FORM 8-K
(a) 3.1 Amended and Restated Certificate of Incorporation (incorporated
herein by reference to Exhibit No. 3.1 to the Registrant's Registration
Statement on Form SB-2 filed with the Securities and Exchange Commission (the
"SEC") on February 29, 1996 (the "Form SB-2"). 3.2 Third Amended and Restated
Bylaws of Registrant (incorporated by reference to Exhibit No. 3.2 to the Form
SB-2).
3.3 Amendment to the Third Amended and Restated Bylaws of Registrant
(incorporated by reference to Exhibit No. 3.3 to Amendment No. 1 to the Form SB-
2 filed with the SEC on March 29, 1996) (the "Amendment No. 1 to Form SB-2").
4.1 Form of Underwriter's Warrant Agreement by and between the
Registrant and Meridian Capital Group, Inc. (incorporated by reference to
Exhibit No. 4.1 to Amendment No. 2 to Form SB-2 filed with the SEC on April 25,
1996) (the "Amendment No. 2 to Form SB-2").
4.2 Form of certificate evidencing shares of Registrant's common
stock (incorporated by reference to Exhibit No. 4.2 to Amendment No. 1 to Form
SB-2).
10.1 Letter Agreement dated February 12, 1996 between the Registrant
and Enviromotive, Inc. and International Turbo Center, Inc. (incorporated by
reference to Exhibit 10.26 to Form SB-2).
10.2 1996 Stock Incentive Award Plan of Registrant (incorporated by
reference to Exhibit 10.33 to Form SB-2).
10.3 Form of 1996 Director Nonqualified Stock Option Agreement
(incorporated by reference to Exhibit 10.34 to Form SB-2).
10.4 Form of 1996 Employee Nonqualified Stock Option Agreement
(incorporated by reference to Exhibit 10.35 to Form SB-2).
10.5 1996 Director Stock Plan of Registrant (incorporated by reference
to Exhibit 10.36 to Form SB-2).
10.6 Amended and Restated Employment Agreement dated March 21, 1996
between the Registrant and Allan T. Maguire (incorporated by reference to
Exhibit 10.50 to Amendment No. 1 to Form SB-2).
10.7 Amendment to Stockholders Voting Agreement dated March 8, 1996 by
and among the Registrant, Erin Mills International Investment Corporation,
George H. David and Robert G. Reese (incorporated by reference to Exhibit 10.52
to Amendment No. 1 to Form SB-2).
10.8 Purchase Agreement dated February 22, 1996 but made effective as
of December 31, 1995 by and among the Registrant, International Turbo Center,
Inc. and Enviromotive, Inc. (incorporated by reference to Exhibit 10.53 to
Amendment No. 1 to Form SB-2).
10.9 MotorVac Technologies, Inc. Cash Bonus Plan (incorporated by
reference to Exhibit 10.54 to Amendment No. 2 to Form SB-2).
10.10 Letter Agreement dated April 5, 1996 between the Registrant and
Shrader Packaging Co., Inc. amending the Exclusive Supply Agreement and granting
a right of first refusal to the Registrant (incorporated by reference to Exhibit
10.55 to Amendment No. 2 to Form SB-2).
10.11 Products Distribution Agreement dated May 1, 1996 by and between
the Registrant and Sun Electric De Mexico, S.A. De C.V., covering the territory
of Mexico.
11.1 Statement of Calculation of Pro Forma Net Loss Per Share.
27.1 Financial Data Schedule in accordance with Article 5 of
Regulation SX.
MOTORVAC TECHNOLOGIES, INC.
--------------------------
EXHIBIT INDEX
-------------
3.1 Amended and Restated Certificate of Incorporation (incorporated herein
by reference to Exhibit No. 3.1 to the Registrant's Registration Statement on
Form SB-2 filed with the Securities and Exchange Commission (the "SEC") on
February 29, 1996 (the "Form SB-2").
3.2 Third Amended and Restated Bylaws of Registrant (incorporated by
reference to Exhibit No. 3.2 to the Form SB-2).
3.3 Amendment to the Third Amended and Restated Bylaws of Registrant
(incorporated by reference to Exhibit No. 3.3 to Amendment No. 1 to the Form
SB-2 filed with the SEC on March 29, 1996) (the "Amendment No. 1 to Form SB-2").
4.1 Form of Underwriter's Warrant Agreement by and between the Registrant
and Meridian Capital Group, Inc. (incorporated by reference to Exhibit No. 4.1
to Amendment No. 2 to Form SB-2 filed with the SEC on April 25, 1996) (the
"Amendment No. 2 to Form SB-2").
4.2 Form of certificate evidencing shares of Registrant's common stock
(incorporated by reference to Exhibit No. 4.2 to Amendment No. 1 to Form SB-2).
10.1 Letter Agreement dated February 12, 1996 between the Registrant the
Enviromotive, Inc. and International Turbo Center, Inc. (incorporated by
reference to Exhibit 10.26 to Form SB-2).
10.2 1996 Stock Incentive Award Plan of Registrant (incorporated by
reference to Exhibit 10.33 to Form SB-2).
10.3 Form of 1996 Director Nonqualified Stock Option Agreement (incorporated
by reference to Exhibit 10.34 to Form SB-2).
10.4 Form of 1996 Employee Nonqualified Stock Option Agreement (incorporated
by reference to Exhibit 10.35 to Form SB-2).
10.5 1996 Director Stock Plan of Registrant (incorporated by reference to
Exhibit 10.36 to Form SB-2).
10.6 Amended and Restated Employment Agreement dated March 21, 1996 between
the Registrant and Allan T. Maguire (incorporated by reference to Exhibit 10.50
to Amendment No. 1 to Form SB-2).
10.7 Amendment to Stockholders Voting Agreement dated March 8, 1996 by and
among the Registrant, Erin Mills International Investment Corporation, George H.
David and Robert G. Reese (incorporated by reference to Exhibit 10.52 to
Amendment No. 1 to Form SB-2).
10.8 Purchase Agreement dated February 22, 1996 but made effective as of
December 31, 1995 by and among the Registrant, International Turbo Center, Inc.
and Enviromotive, Inc. (incorporated by reference to Exhibit 10.53 to Amendment
No. 1 to Form SB-2).
10.9 MotorVac Technologies, Inc. Cash Bonus Plan (incorporated by reference
to Exhibit 10.54 to Amendment No. 2 to Form SB-2).
10.10 Letter Agreement dated April 5, 1996 between the Registrant and
Shrader Packaging Co., Inc. amending the Exclusive Supply Agreement and granting
a right of first refusal to the Registrant (incorporated by reference to Exhibit
10.55 to Amendment No. 2 to Form SB-2).
10.11 Products Distribution Agreement dated May 1, 1996 by and between the
Registrant and Sun Electric De Mexico, S.A. De C.V., covering the territory of
Mexico.
11.1 Statement of Calculation of Pro Forma Net Loss Per Share.
27.1 Financial Data Schedule in accordance with Article 5 of Regulation SX.