United States Securities and Exchange Commission
Washington, D.C. 20549
Form 10-QSB
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(Mark One)
[X] QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
EXCHANGE ACT OF 1934 For the quarterly period ended September 30, 2001.
[ ] TRANSITION REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE
ACT OF 1934 For the transition period from ____________ to ___________
Commission file number : 0-29509
Environmental Oil Processing Technology Corporation
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(Exact name of business issuer in its charter)
Utah 82-0520055
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State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
2801 Brandt Avenue, Nampa, Idaho 83687
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(Address of principal executive offices) (Zip Code)
Issuer's telephone number: (208)-463-0063 Fax: (208) 463-7601
(Former Address)
The number of shares of common stock outstanding as of June 30, 2001, is
73,220,116.
Transitional Small Business Disclosure Format. Yes ___, No X .
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Registrant is filing Form 12b-25 with reference to Item 1, "Financial
Statements" and Item 2, "Management's Discussion and Analysis", and accordingly
these items are omitted from this report.
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PART I - FINANCIAL INFORMATION
Item 1. Financial Statements.
Registrant has filed Form 12b-25 with reference to this Item.
Item 2. Management's Discussion and Plan of Operation:
Registrant has filed Form 12b-25 with reference to this Item.
PART II - OTHER INFORMATION
Item 1. Legal Proceedings.
Project Development Industries, L.L.C., ("PDI") and several individuals
(prior owners of PDI) filed a federal district court complaint against EOPT on
September 14, 2001, in the United States District Court of Colorado, Case No.
EDCV 01 WM-1714 in which Plaintiffs seek declaratory judgement, injunction,
breach of Services Contract and unjust Enrichment. In particular, in August of
1999, EOPT and Plaintiffs entered into a certain Share Purchase Agreement that
was subsequently amended. Plaintiffs seek the Court to declare the legal meaning
and effect of certain provisions of that Agreement, more particularly, whether
Plaintiffs can rescind the Agreement, receive back the ownership of PDI and
retain 7 million shares of EOPT stock issued for the purchase of PDI. As to
other claims, Plaintiffs seek (a) an unstated amount of money for damages they
allegedly incurred by EOPT's alleged breach of Services Contract Agreement and
(b) attorney fees and costs of litigation. Denver office of counsel for EOPT has
filed with the Court a Motion for Enlargement of time to file EOPT's Answer to
the Complaint and Counterclaim. EOPT has defenses and counterclaims available
which EOPT will actively pursue when it files the Answer and Counterclaim.
On September 24, 2001, EOPT filed a complaint against LM Alternative,
Inc. ("LMA") in the United States District Curt, Central District of California,
Eastern Division, Case No. EDCV 01-0699 VAP (SGLx). EOPT seeks a money judgement
against LMA. EOPT anticipates that in addition to filing an Answer denying
EOPT's claims, LMA will file a Counterclaim seeking money damages against EOPT
for breach of contract. The case arises as a result of orders placed by EOPT for
electrical generators, and the alleged default by LMA. The parties have
commenced a mediation schedule and informal exchange of discovery with a view
towards a mutual settlement of their opposing claims. If the mediation is
unsuccessful, LMA will file its responsive pleadings and the case will proceed
to trial.
Item 2. Changes in Securities. None
Item 3. Defaults Upon Senior Securities. None
Item 4. Submission of Matters to a Vote of Security Holders. None
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Item 5. Other Information.
On October 3, 2001, EOPT entered into a contract with PC&E as a
division of Emerson (formerly Emerson Electric) for the design, fabrication,
installation and start up of two oil processing plants for the Reno Project. The
engineering of the plants is currently in progress and EOPT is currently
negotiating with different sources for the funding of the fabrication of the
plants. In addition on October 16, 2001, EOPT signed a contract with REDD
Engineering for the engineering and fabrication of three new columns designed
for production of diesel and naphtha which are to be used in the Nampa plant and
the two Reno Project plants, and for a redesign of the Nampa plant's existing
column for processing trans-mix as well as for a new column for processing
trans-mix in one of the Reno Project plants. .
EOPT recently received the last of the required Federal and State
permits and approvals for construction and operation of an electrical production
facility on the Reno Project. These permits are the Federal Energy Regulatory
Commission's ("FERC") authorization to sell energy at market based rates, the
Nevada Public Utility Commission Utility Environmental Planning Act Permit, the
State of Nevada Department of Conservation and Natural Resources Air Quality
operating Permit, and the Storey County Special Use Permit. EVOP has decided to
not pursue the production of electricity at this time on the Reno Project, and
is presently considering the sale of that portion of the Reno Project real
property allocated to the production of electricity, which consists of
approximately 5 acres of the project. The EOPT property is near the entrance to
the Tahoe-Reno Industrial Center, one of the largest industrial zoned
developments in the United States.
On Friday November 9, 2001, EOPT received the remaining $4.5 Million
dollars of the $10.5 Million dollar loan from a trust fund for the proceeding
with the Reno Project. With some of the funding, EOPT closed the escrow for the
purchase of approximately 20.6 acres of property in the Tahoe-Reno Industrial
Park. The development and completion of the two oil processing plants for the
Reno Project is scheduled for completion in the latter part of 2002.
Statements in this report that are not strictly historical are
forward-looking statements. The Company makes these statements based on
information available to it as of the date of this report and it assumes no
responsibility to update or revise such forward-looking statements. Editors and
investors are cautioned that such forward-looking statements involve risk and
uncertainties that may cause the Company's actual results to differ materially
from such forward- looking statements.
Item 6. Exhibits and Reports on form 8-K.
(a) No exhibits except at attached to the 8K report following.
(b) 8K Reports were filed as follows: Form 8-K-A dated August
28, 01 together with Exhibit 99.1 attached thereto, both of which are attached
hereto.
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SIGNATURES
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In accordance with requirements of the Exchange Act, the registrant
caused this report to be signed on its behalf by the undersigned, thereunto duly
authorized.
Environmental Oil Processing Technology Corporation
(Registrant)
Date: November 14, 2001 By /s/ N. Tod Tripple
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N. Tod Tripple, President and CEO
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