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SUNV.OB > SEC Filings for SUNV.OB > Form 10-Q on 15-Jun-2009All Recent SEC Filings

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Form 10-Q for SUNOVIA ENERGY TECHNOLOGIES INC


15-Jun-2009

Quarterly Report


ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OR PLAN OF OPERATION

The following discussion and analysis summarizes the significant factors affecting: (i) our results of operations for the nine months and three months ended April 30, 2009; and (ii) financial liquidity and capital resources. This discussion and analysis should be read in conjunction with our financial statements and notes included in this Form 10-Q.

Available Information

The Company's Annual Report on Form 10-K, Quarterly Reports on Form 10-Q, Current Reports on Form 8-K, and amendments to reports filed pursuant to Sections 13(a) and 15(d) of the Securities Exchange Act of 1934, as amended ("Exchange Act") are filed with the Securities and Exchange Commission ("SEC"). Such reports and other information filed by the Company with the SEC are available on the Company's website at sunoviaenergy. com when such reports are available on the SEC website. The public may read and copy any materials filed by the Company with the SEC at the SEC's Public Reference Room at 100 F Street, NE, Room 1580, Washington, DC 20549. The public may obtain information on the operation of the Public Reference Room by calling the SEC at 1-800-SEC-0330. The SEC maintains an Internet site that contains reports, proxy, and information statements and other information regarding issuers that file electronically with the SEC at http://www.sec.gov. The contents of these websites are not incorporated into this filing. Further, the Company's references to the URLs for these websites are intended to be inactive textual references only.

RECENT DEVELOPMENTS

To familiarize themselves with our operations, readers are encouraged to review our securities filings on the SEC's EDGAR database, including the Annual Report on Form 10-K for the year ending July 31, 2008 and the Quarterly Report on Form 10-Q for the period ending January 31, 2009. For the quarter ended April 30, 2009, we have accomplished the following:

· We have shipped the majority of our first order of our new roadway and walkway lights for the Town of Fairview Texas, which we believe will open a significant market for the Company. In addition, we have we have a second order for Fairview Fire House that will be completed and shipped in March or early April. This order is significantly smaller, but resulted from the excitement over our lights being purchased by the Town of Fairview. These designs optimize the LEDs by directing the light and creating the desired light pattern to meet IES street-lighting compliance standards, while simultaneously reduce the cost of energy. These LED lights will be demonstrated, as a case study, to a group of engineers attending the IES Street Lighting Conference on March 19, 2009. With the addition of these lights to our portfolio (which also includes the Beacon decorative post top lights), we should soon be a leader in the decorative street lighting market.

· We are completing the design work on LED Cobra Head streetlights, including a retrofit; we have issued preliminary cut sheets and pricing to begin pre-sales. They will be retrofit-ready for fixtures that are currently installed throughout the country. Cobra heads are America's most common street light, and currently use a sodium halide technology. This project was delayed because the aiming and placement of the LEDs is more difficult in this product due to the height of the light and the light spread that is required in this application. We believe our LED technology will represent a technological breakthrough resulting in energy and cost savings in comparison to products currently available on the market.

· The LED parking garage light has begun the prototyping and design for manufacturing process and should be ready for testing and distribution.

· We have applied to have our products included in the U.S. Government's General Services Administration (GSA) catalog. Once this is completed and our price list is finalized and accepted by GSA, this price list becomes our federal price list and can be used to sell our products to government entities, opening a new distribution channel previously unavailable to us.

· Our Canopy light design has been completed and we have initiated the prototype process. With a few months, we should be in production. We are striving for a low-cost product that meets less stringent outdoor requirements. We adopted a streamlined process for this project and plan to apply this technique to at least some other projects to build off the work that we have done on LED lights to date.

· We have completed the design for a garden light for a customer and are obtaining pricing on a prototype. The projected sales through this one customer are 2000 units per month, but there are various other sales channels for this product that we will begin to pursue as well. It is intended to be a low-cost, LED landscape light.


· We have executed a letter of agreement with the Department of Energy of the government of the Dominican Republic to construct a 20 megawatt solar concentrator photovoltaic facility in Santo Domingo, Dominican Republic, subject to various terms and conditions. A comprehensive formal agreement is currently being created that sets forth the obligations, terms and conditions specific to any and all aspects of the solar concentrator photovoltaic facility. The company expects to sign the formal agreement during on or before the end of 2009, but until said formal agreement is executed by the Company and the Department of Energy of the Dominican Republic, the Company cannot guarantee any aspects of the transaction.

· We have obtained a distribution contract with Rayovac, for our emergency lighting product, Impulse™, which is a patented, simple to install, LED switch plate that detects when the power goes out and activates an emergency battery-powered LED light. Rayovac has exclusive global rights to market the product provided they generate sufficient volume to warrant exclusivity.

· We are beginning to develop retrofit products that convert traditional lighting to LED Lighting. The retrofit kit approach makes it much easier to convert to LEDs. We have submitted patents on our retrofit kit concept.

· We have obtained contracts for our infrared products research division and signed an agreement with a South Korea company during the calendar year 2009.

· We partnered with a major international lighting firm for an energy savings proposal for the City of Sarasota, Florida. Our partner will act as the ESCO (Energy Savings Company) Provider, with EvoLucia in partnership with Beacon Products providing the lighting component of the energy savings proposal. ESCO Providers offer an arrangement to the customer whereby they certify the cost savings, provide upfront financing, and are paid from the savings. We plan to use this technique to help sell more products to the current markets.

· The Company now has its first interior light available for sale - a track light it has private-labeled from a Chinese supplier. The light features energy savings and long life, which we have installed in our company's lobby.

We continue to face challenges, particularly as follows:

· We find that the initial orders have delays and issues requiring further attention. Also, our business has rapidly changing prices due to technology changes that effect pricing decisions. While our new LED products could be very profitable in the long run, the development and tooling cost need to be recovered through the initial sales.

· Like all companies, we face challenges related to economic issues worldwide. These affect quantities bought, upfront prices customers are willing to pay, and general attitudes regarding risk, as well as ability to raise capital, which is still crucial to implementation of our overall business plan. Presently, we have several Volume Purchase Orders where the quantity ordered is far less to date than originally projected. For one of our product families we spent more on product upgrades than we sold. While many of our lights are upgrades of existing lights on the market, where customers can more clearly evaluate long-term benefits when making decisions regarding purchases, completely new products such as Impulse have even greater risks.

· Our first 16.8-Watt power supply has been approved by UL and is in production. However, the cost of development has proven to be greater than we could economically justify, and we have decided to use the products of other vendors. We may in the future resume this program, although presently we plan to outsource all activity in this area.

· Our infrared research products are associated with the military, and with the change in administration, military spending and underlying needs may be revised, and contract profit margins may not ultimately be as high with this type of work as we originally planned. In time we look to develop more profitable product lines arising from this work in addition to the solar applications of infrared, but this is currently in the planning stage.

· We entered into an agreement with Rayovac for exclusive global marketing rights for our LED Switchplate product, but they have recently filed for protection under Chapter 11 of the U.S. Bankruptcy Code. This, combined with other difficulties in the project, particularly with respect to adequacy of the Intellectual property underlying the project and problems in the relationship with Direct One Source, our partner in the project, have resulted in its cancellation.

Our lighting customers at this point have been original equipment manufacturers and system integration providers who demand reliable LED lighting solutions, but we are selling more and more directly to the customer. Since the inception of the LED Lighting Division, EvoLucia, the emphasis for our engineers has been to design the LED System rather than parts of the system that do not necessarily perform optimally as a whole. As we emerge from the development stage, we are aligning ourselves with partners in the solid-state lighting division who can be instrumental in the development of significant sales channels for the products we will be releasing in 2009. In the near future, we hope to develop more of our own sales and marketing group, but at this stage of the lighting division, it is most cost effective to use already established sales channels to promote our solid state lighting products.


In addition, we have sought out LED Lighting products that we can private label and sell to our customers. These products are LED Bulbs, LED Track Lighting and an LED Utility Light. We are in the process of completing an application through the federal GSA program to become a vendor in the government system. While we have started with a few basic products, as we add products to our line, we believe the sales should increase proportionately and a new revenue stream should be developed for the company.

Several presentations have made to utility companies as we have partnered strategically with contractors and other lighting companies to win renewable energy contracts through local municipalities. While these sales are long-term projects, they can yield significant revenue at some point. As we become more skilled in making presentations to this type of customer, the likelihood that we will be successful in our response to such requests for proposals increases dramatically.

History

On November 27, 2007, Acadia Resources, Inc., now known as Sunovia Energy Technologies, Inc. (the "Company"), Sunovia Solar, Inc., a wholly-owned subsidiary of the Company ("Sunovia Solar"), Sun Energy Solar, Inc. ("Sun Energy"), and Carl L. Smith, III, Richard Craig Hall and Rick St. George, (collectively the "Sun Energy Majority Shareholders"), entered into an Agreement and Plan of Merger (the "Merger Agreement"), which closed on November 28, 2007. Pursuant to the terms of the Merger Agreement, Sun Energy merged with and into Sunovia Solar, which became a wholly-owned subsidiary of the Company (the "Merger"). In consideration for the merger, the Company issued an aggregate of 263,182,941 shares of common stock to the Sun Energy Majority Shareholders and the other shareholders of Sun Energy at the closing of the merger. As a result of the Merger, we ceased being a shell company as that term is defined in Rule 12b-2 and, through our newly-acquired subsidiary Sunovia Solar, entered into the business of engineering, developing, marketing and distributing solar powered substrate technology. The information presented hereon is entirely from Sun Energy Solar, Inc., which is the accounting successor in the merger.

Sun Energy was incorporated on November 9, 2005 under the laws of the State of Delaware for the purpose of commercializing solar products. Sun Energy was originally named Sologic, Inc. On April 25, 2006, the name was changed to Sun Energy Solar, Inc. On December 21, 2005, Sun Energy acquired the patent nights (patent applied for) to No. 60/6 17,263 Titled Substrate "with Light Display" applied for on September 2, 2005 (provisional was applied in September 2004), from Sparx, Inc., a Florida corporation, 100% owned by Carl L. Smith III, its Chief Executive Officer.

As a result of the Merger, the Company ceased to be a shell company and became a holding company for Sunovia. Pursuant to the terms of the Merger Agreement, Sun Energy merged with and into Sunovia Solar, which became a wholly-owned subsidiary of the Company (the "Merger"). Because Sun Energy's operations are the only significant operations of the Company, this discussion and analysis focuses on the business results of Sun Energy.

Having only recently emerged from the development stage, we have had a limited operating history that can serve as the basis to evaluate our business. There are many factors that could have a material adverse effect on our business and operating results once operations begin. You should read the following information in conjunction with our financial statements and related notes contained elsewhere in this report. You should consider the risks and difficulties frequently encountered by early-stage companies, in new and rapidly evolving markets, such as the solar market. Our limited operating history provides only a limited historical basis to assess the impact that critical accounting policies may have on our business and our financial performance.

Because we have only recently begun substantial operations but have incurred costs in the areas above, for the quarter ending and nine months April 30, 2009, the Company has had a net loss as measured by generally accepted accounting principles of $(5,851,791) and $(12,247,241).

Many of the costs we have incurred in both the quarter ending April 30, 2009 and 2008 were initial costs such as upfront inducements through stock to secure services we believe we will need, market studies, core design work and other similar costs.

Results of Operations

Quarter ended April 30, 2009 compared to Quarters ended April 30, 2008

The  following  table  sets  forth  the  percentage  relationship  to total
revenues of principal  items  contained in the  statement of operations of the
consolidated  financial  statements included  herewith  for the quarters ending
April 30, 2009 and April 30, 2008.

                                               April 30, 2009        April 30, 2008
                                                   Amount                Amount
 Sales                                        $        295,223      $5,600
 Cost of Sales                                $        205,728
 Gross Profit                                 $         89,495      $5,600
 Selling, General & Administrative Expenses   $      2,063,325      $     10,325,796
 Research and Development Expenses            $      3,885,774      $      2,033,127
 Total Operating Costs and Expenses           $     (5,949,099 )    $     12,358,923
 Operating Loss                               $     (5,859,604 )    $    (12,353,323 )

 Interest Income                              $          7,813      $         11,036

 Net Loss                                     $     (5,851,791 )    $    (12,342,287 )

Revenues and Cost of Sales

For the quarter ending April 30, 2009, we sold 225 lights - 115 canopy lights, 7 retrofit kits for decorative street lights, 8 roadway lights, 16 utility lights, and 61 impulse lights and 18 poles at an average price of $1312.10 with an average cost of $914.35.

Our two largest customers, Beacon Products, LLC and Precision-Lighting, Inc. (who are owned by the same parent company) represented 33% and 12% of our sales, respectively. We did not have any sales of product in the quarter ending April 30, 2008 (our only revenue was $5,600 which was service revenue for consulting).


Expenses

Selling, General and Administrative Expenses

The components of this category for the quarters ended April 30 in each of the
respective years are discussed in the table and notes below:




                                                                                          Increase
                                                                                         (Decrease)
                                                          2009             2008              %
Selling, General and Administrative                      2,063,325       10,325,796              -80 %

Depreciation and Administration                             17,152           10,962                56%

Product Development - including engineering salaries       343,332           67,860              406 %

General & Administrative                                   102,550          476,718              -78 %

Noncash Salaries and Consulting                          1,478,217        9,659,618               -85%

Sales & Marketing                                          122,074          110,638                10%

Headcount:

Employees                                                       15               10               50 %

Consultants                                                     15               14                7 %

Product Development

Product development consists of engineering, design, purchasing of components
and assembly of prototypes and testing, and currently represents among the most
crucial expenditures of the company. Product development costs by product family
for the quarter ending April 30, 2009, including salaries, are as follows:
· Power Supplies            $ 66,956
· Fairview                 $ 18,462
· Canopy                  $ 54,315
· Decorative Streetlight       $ 29,682
· Cobra head               $ 35,678
· Garage Light              $ 45,627
· Switch plate              $ 69,610
· Utility Light               $ 23,002

For the quarter ending April 30, 2009 we expanded our entire product development effort on decorative streetlights. We are expanding our product offerings in each of the product families listed above and can, in many instances, now add new types of products quickly using the development we have done so far. We (along with our entire industry) are do have some limitations in product development for larger size lights, but there exists a number of opportunities for the products we have or are building, particularly with respect to Governmental entities who have either by law, incentive, stimulus, energy savings and maintenance or for stand-alone economically justifiable reasons have begun the process of acquiring LED lighting for multiple uses.

Marketing and Non-cash Salaries and Costs

The completion of new products has necessitated marketing expenses. For the quarter ending April 30, 2009, we spent $122,074, an increase of 10% over the same period one year ago on sales and marketing which went to employees and consultants to sell the Company's products, purchase of lists of business Leads, develop professional marketing materials, represent the company's products, salaries, art design, and Web site. The nature of the equity compensation payment was generally upfront compensation. Payment in the form of equity compensation, when made by startups, does encourage further service to create value in the stock. We incurred approximately $900,000 of cost in stock options with Akaoni Management for the second and final option in our arrangement, the principal services of which was lists of leads of potential customers which we are pursuing, $200,000 with Ken Juster as amortization of the amounts paid to him in the prior year for assistance with our exporting process and $50,000 of cost with Rick Kaufman for the completion of the Fairview Job (a condition of his contract with the Company.)


General and Administrative

As in all companies, general and administrative expenses are the supporting services needed to maximize the efforts of the other departments in performing their duties. For the quarter ending April 30, 2009, we spent 80% less for the quarter ending April 30, 2008, principally due to reductions in personnel cost.

Research and Development Expenses

The Company has entered into research contracts with EPIR Technologies, Inc. and Dongguk University which most of our research will be predominately outsourced for the next couple of years. We expense our research and development costs as incurred. Research and Development expenses were $3,885,774 and $2,033,127 for the quarters ending April 30, 2009 and 2008, respectively. We expense our research and development costs as incurred. Research and Development included $1,500,000 and $1,500,000 expended with EPIR and $200,000 and $-0- expended with Dongguk University for the quarters ending ended April 30, 2009 and 2008, respectively. For the quarters ending April 30, 2009, we incurred $2,305,131 in non-cash costs related to a modification of our agreement with EPIR Technologies. The modification allows us, in exchange for the issuance of 25,000,000 options, allows us to elect to pay future payments in the next two years due to EPIR Technologies in common stock (at 75% of the average bid price for the prior 20 days) instead of cash.

Other Income and Expenses

Interest income for the quarter reduced from $7,813 to $11,036 the during the quarter ending April 30, 2009, as compared to April 30, 2008 due to a reduction interest rates we were able to obtain from savings as part of the general economic slowdown in effect during the quarter and a reduction in cash balances.

Results of operations for the Nine months Ending April 30, 2009 and 2008

The following table sets forth the percentage relationship to total revenues of principal items contained in the statement of operations of the consolidated financial statements included herewith for the nine months ending April 30, 2009 and April 30, 2008.

                                               April 30, 2009       April 30, 2008
                                                   Amount               Amount
 Sales                                        $        886,135      $         5,600
 Cost of Sales                                $        608,595
 Gross Profit                                 $        277,540      $         5,600
 Selling, General & Administrative Expenses   $      6,418,681      $    12,221,905
 Research and Development Expenses            $      6,139,870      $     5,904,404
 Total Operating Costs and Expenses           $     12,558,551      $    18,126,309
 Operating Loss                               $    (12,281,011 )    $   (18,120,709 )

 Interest Income                              $         33,770      $        63,889

 Net Loss                                     $    (12,247,241 )    $   (18,056,820 )

Revenues and Cost of Sales

For the nine months ended April 30, 2009, we sold 4,302 utility lights, 150 canopy lights, 540 decorative street lights, 2,648 power supplies, 69 miscellaneous lights and 82 light poles, at an average price of $113.49 with an average cost of $77.95. Our two largest customers, Beacon Products, LLC and Precision Lighting, Inc. (who are owned by the same parent company), represented 29% and 42.5% of our sales, respectively. We did not have any sales of lights in the quarter ended April 30, 2008.


Expenses

Selling, General and Administrative Expenses

The components of this category for the nine months ended April 30 in each of
the respective years are discussed in the table and notes below:

                                                             2009             2008
                      Selling, General & Administrative   $ 6,418,681     $ 12,221,905
                      Depreciation & Amortization              50,383           31,924
                      Product Development                   1,124,207          222,001
                      General & Administration                427,546        1,264,915
                      Non-cash Salaries & Consulting        4,451,504       10,410,201
                      Sales & Marketing                       365,041          292,864

Product Development

Product development consists of engineering, design, purchasing of components
and assembly of prototypes and testing, and currently represents among the most
crucial expenditures of the company. Product development costs by product family
for the nine months ending April 30, 2009, including salaries, are as follows:


· Power Supplies             133,490
· Fairview                   167,086
· Canopy light               130,272
· Decorative Streetlight     100,809
· Cobra head                 101,092
· Garage light               128,137
· Switch plate               280,064
· Utilities                   83,258

For a discussion of the status of these projects, please refer to the introduction of Management's discussion and analysis.

For the nine months ended April 30, 2008, we expended our entire product development effort on the development of decorative streetlights.

Marketing and Noncash salaries and Consulting

For the nine months ending April 30, 2009 we spent $365,041 on marketing and approximately $4,000,000 on noncash consulting in the form of equity payments to: $1,800,000 with Akaoni Management, LLC, $400,000 The Abraham Group, $850,000 Fernando Cuza, and $800,000 Ken Juster, all of which were in the marketing area and $50,000 with Rick Kaufmann for lighting design. For the nine months ending April 30, 2008, we spent $292,864 on marketing and approximately $10,400,000 on noncash salaries and consulting, of which $6,200,000 went to Fernando Cuza for his sales efforts on our solar projects in the Dominican Republic and elsewhere and the reminder went to 25 employees and consultants as part of our initial contracts with significant equity inducements to attract qualified help.

General and Administrative

For the nine months ending April 30, 2009, we reduced spending in this area by 66% for the nine months ending April 30, 2008. This difference was due in substance to equity payments paid to administrative personnel for the nine months ended April 30, 2009.

Research and Development Expenses

Research and Development Expenses were $6,139,870 for the nine months ended April 30, 2009 as opposed to $5,904,404 for the nine months ended April 30, 2008. These amounts included $3,500,000 and $4,200,000 paid to EPIR Technologies, Inc. and $200,000 and $325,000 spent with Dongguk University on South Korea along with equity payments to researchers, for the nine months ended April 30, 2009 and 2008, respectively. Although the research Dongguk University . . .

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