PINX:ESWW Environmental Solutions Worldwide Inc Quarterly Report 10-Q/A Filing - 6/30/2012

Effective Date 6/30/2012

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esw10q-a06302012.htm - Generated by SEC Publisher for SEC Filing

 

SECURITIES AND EXCHANGE COMMISSION
 
Washington, D.C. 20549

FORM 10-Q/A

(Amendment No. 1)

[X] QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES
EXCHANGE ACT OF 1934

for the quarterly period ended – June 30, 2012.

OR

[ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE
SECURITIES EXCHANGE ACT OF 1934

COMMISSION FILE NUMBER 000-30392

ENVIRONMENTAL SOLUTIONS WORLDWIDE, INC.

(Exact name of Company as specified in its charter)

 

 

Florida

13-4172059

State or other jurisdiction of
incorporation or organization

(I.R.S. Employer
Identification No.)

 

200 PROGRESS DRIVE, MONTGOMERVILLE, PA, 18936
 (Address of principal executive offices, including postal code.)

(905) 695-4142 and (215) 699-0730
(Registrant's telephone number, including area code)

 

COMMON STOCK, $0.001 PAR VALUE
 (Title of class)

Indicate by check mark whether the issuer (1) has filed all reports required to be filed by Section 13 or 15(d) of the Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the Company was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. YES [X]   NO [ ]

Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files). YES [X]   NO [ ]

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

Large Accelerated Filer [ ]     Accelerated Filer [ ]     Non-Accelerated Filer [ ]     Smaller reporting company [X]

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act).YES [ ]   NO [X]

There were 219,450,447 shares of the registrant's Common Stock outstanding as of August 13th, 2012

 

 


 

 

EXPLANATORY NOTE

This Amendment No. 1 to the Form 10-Q Quarterly Report (the "Amendment") amends the Form 10-Q Quarterly Report of Environmental Solutions Worldwide, Inc. for the quarter ended June 30, 2012, originally filed with the U.S. Securities and Exchange Commission on August 13, 2012 (the "Original Form 10-Q"). The purpose of this Amendment is to furnish the interactive data files that comprise Exhibit 101 not previously filed with Form 10-Q Quarterly Report. The Amendment revises the exhibit index included in Part II, Item 6 of the Original Form 10-Q and includes files relevant to Exhibit 101 and includes non-material calculation adjustments to Note 8 - Income Taxes and Note 16 - Loan Payable.

Except as described above, the Amendment does not modify or update the disclosures presented in, or exhibits to, the Original Form 10-Q. The Amendment continues to speak as of the date of the Original Form 10-Q. Furthermore, the Amendment does not reflect events occurring after the dates of the Original Form 10-Q.

 

 


 

 

PART I. FINANCIAL INFORMATION

 

 

PAGE #

Item 1.

Financial Statements.

 

 

 

 

 

Consolidated Condensed Balance Sheets as of

F2

 

June 30, 2012 (unaudited) and December 31, 2011

 

 

 

 

 

Consolidated Condensed Statements of Operations and

F3

 

Comprehensive Loss for the Six and Three Month Periods

 

 

Ended June 30, 2012 and 2011 (unaudited)

 

 

 

 

 

Consolidated Condensed Statement of Changes in Stockholders'

F4

 

Equity for the Six Month Period Ended

 

 

June 30, 2012 (unaudited)

 

 

 

 

 

Consolidated Condensed Statements of Cash Flows

F5

 

for the Six Month Periods Ended June 30, 2012 and 2011

 

 

(unaudited)

 

 

 

 

 

Notes to Consolidated Condensed Financial Statements

F6-F20

 

(unaudited)

 

 

 

 

Item 2.

Management's Discussion and Analysis of Financial Condition

 

 

and Results of Operations

2

 

 

 

Item 3.

Quantitative and Qualitative Disclosures About Market Risk.

9

 

 

 

Item 4.

Controls and Procedures

9

 

 

 

PART II.

OTHER INFORMATION

 

 

 

 

Item 1A.

RISK FACTORS

11

 

 

 

Item 5.

OTHER INFORMATION

11

 

 

 

Item 6.

EXHIBITS.

12

 

 

 

 


 

 

ENVIRONMENTAL SOLUTIONS WORLDWIDE, INC.

CONSOLIDATED CONDENSED BALANCE SHEETS

 

 

 

 

 

 

 

 

 

 

JUNE 30,

 

DECEMBER 31,

 

 

 

2012

 

2011

 

 

 

(Unaudited)

 

 

ASSETS

 

 

 

 

 

 

 

 

 

Current Assets

 

 

 

 

Cash and cash equivalents

$ 78,556

 

$ 1,103,649

 

Accounts receivable, net of allowance

 

 

 

 

 

for doubtful accounts of $217,732 (2011 - $1,398) (Note 2)

1,538,938

 

1,204,734

 

Inventory, net of reserve of $107,360 (2011 - $223,007) (Note 5)

2,202,659

 

2,431,027

 

Prepaid expenses and sundry assets

157,444

 

295,211

 

 

 

 

 

 

 

 

Total current assets

3,977,597

 

5,034,621

 

 

 

 

 

 

Property, plant and equipment under construction (Note 6)

356,995

 

198,416

 

 

 

 

 

 

Property, plant and equipment, net of accumulated

 

 

 

 

depreciation of $3,882,926 (2011 - $6,867,760) (Note 6)

1,082,530

 

1,271,989

 

 

 

 

 

 

 

 

 

$ 5,417,122

 

$ 6,505,026

 

 

 

 

 

 

LIABILITIES AND STOCKHOLDERS' EQUITY

 

 

 

 

 

 

 

 

 

Current Liabilities

 

 

 

 

Accounts payable

$ 1,260,791

 

$ 1,384,972

 

Accrued liabilities

452,266

 

592,760

 

Redeemable Class A special shares (Note 7)

-

 

453,900

 

Current portion of loan payable (Note 16)

36,781

 

-

 

Current portion of capital lease obligation (Note 12)

-

 

1,241

 

 

 

 

 

 

 

 

Total current liabilities

1,749,838

 

2,432,873

 

 

 

 

 

 

Long-term liabilities

 

 

 

 

Loan payable (Note 16)

237,982

 

-

 

 

 

 

 

 

 

 

Total liabilities

1,987,820

 

2,432,873

 

 

 

 

 

 

Commitments and Contingencies (Note 12)

 

 

 

 

 

 

 

 

 

 

 

 

 

Stockholders' Equity (Notes 9 and 10)

 

 

 

 

Common stock, $0.001 par value, 250,000,000 (2011 - 250,000,000)

 

 

 

 

shares authorized; 219,450,447 (2011 - 219,450,447)

 

 

 

 

 

shares issued and outstanding

219,450

 

219,450

 

Additional paid-in capital

56,648,046

 

56,606,629

 

Accumulated deficit

(53,438,194)

 

(52,753,926)

 

 

 

 

 

 

 

 

Total stockholders' equity

3,429,302

 

4,072,153

 

 

 

 

 

 

 

 

 

$ 5,417,122

 

$ 6,505,026

 

 

 

 

 

 

The accompanying notes are an integral part of these consolidated condensed financial statements.

 

 

F2

 

 


 

 

 

ENVIRONMENTAL SOLUTIONS WORLDWIDE, INC.

CONSOLIDATED CONDENSED STATEMENTS OF OPERATIONS

AND COMPREHENSIVE LOSS

FOR THE SIX AND THREE MONTH PERIODS ENDED JUNE 30,

(UNAUDITED)

 

 

 

 

SIX MONTHS PERIOD ENDED JUNE 30,

 

THREE MONTHS PERIOD ENDED JUNE 30,

 

 

 

2012

 

2011

 

2012

 

2011

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Revenue

 

$ 4,875,705

 

$ 5,100,585

 

$ 2,344,103

 

$ 3,054,847

 

 

 

 

 

 

 

 

 

 

Cost of sales

 

3,199,736

 

4,584,734

 

1,456,810

 

2,492,652

 

 

 

 

 

 

 

 

 

 

Gross profit

 

1,675,969

 

515,851

 

887,293

 

562,195

 

 

 

 

 

 

 

 

 

 

Operating expenses

 

 

 

 

 

 

 

 

 

Marketing, office and general expenses

 

1,865,510

 

2,007,565

 

675,060

 

1,003,506

 

Restructuring charges

 

-

 

523,274

 

-

 

4,465

 

Research and development costs

 

314,318

 

333,897

 

185,770

 

150,272

 

Officers' compensation and directors' fees

 

311,591

 

406,986

 

154,484

 

195,342

 

Consulting and professional fees

 

135,613

 

147,456

 

79,629

 

72,661

 

Foreign exchange loss

 

43,043

 

84,719

 

11,612

 

24,594

 

Depreciation and amortization

 

115,117

 

214,505

 

38,935

 

94,155

 

Loss on impairment of property, plant and equipment (Note 6)

 

28,945

 

311,304

 

 

311,304

 

 

 

 

 

 

 

 

 

 

 

 

 

2,814,137

 

4,029,706

 

1,145,490

 

1,856,299

 

 

 

 

 

 

 

 

 

 

Loss from operations

 

(1,138,168)

 

(3,513,855)

 

(258,197)

 

(1,294,104)

 

 

 

 

 

 

 

 

 

 

Gain on deconsolidation of subsidiary (Note 7)

 

453,900

 

-

 

-

 

-

Change in fair value of exchange feature liability

 

-

 

(578,739)

 

-

 

-

Interest on notes payable to related party

 

-

 

(126,850)

 

-

 

(92,329)

Interest accretion expense

 

-

 

(3,506,074)

 

-

 

(2,456,074)

Financing charge on embedded derivative liability

 

-

 

(485,101)

 

-

 

-

Gain on convertible derivative

 

-

 

1,336,445

 

-

 

-

Bank fees related to credit facility covenant waivers

 

-

 

(154,205)

 

-

 

(47,693)

Gain on disposal of property and equipment

 

-

 

5,583

 

-

 

2,033

 

Net loss

 

(684,268)

 

(7,022,796)

 

(258,197)

 

(3,888,167)

 

 

 

 

 

 

 

 

 

 

Other comprehensive income:

 

 

 

 

 

 

 

 

 

Foreign currency translation of Canadian subsidiaries

 

-

 

125,957

 

-

 

53,693

 

 

 

 

 

 

 

 

 

 

Net loss and comprehensive loss

 

$ (684,268)

 

$ (6,896,839)

 

$ (258,197)

 

$ (3,834,474)

 

 

 

 

 

 

 

 

 

 

Net loss per share (basic and diluted) (Note14)

 

$ (0.00)

 

$ (0.05)

 

$ (0.00)

 

$ (0.03)

Weighted average number of shares outstanding

(basic and diluted) (Note14)

 

219,450,447

 

129,463,767

 

219,450,447

 

129,463,767

 

 

 

 

 

 

 

 

 

 

The accompanying notes are an integral part of these consolidated condensed financial statements.

 

 

F3

 

 

 


 

 

 

ENVIRONMENTAL SOLUTIONS WORLDWIDE, INC.

CONSOLIDATED CONDENSED STATEMENT OF CHANGES IN STOCKHOLDERS' EQUITY

FOR THE SIX MONTH PERIOD ENDED JUNE 30, 2012

(UNAUDITED)

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Total

 

Common Stock

 

Additional

 

Accumulated

 

Stockholders'

 

Shares

 

Amount

 

Paid-In Capital

 

Deficit

 

Equity

 

 

 

 

 

 

 

 

 

 

Balance, January 1, 2012

219,450,447

 

$ 219,450

 

$ 56,606,629

 

$ (52,753,926)

 

$ 4,072,153

 

 

 

 

 

 

 

 

 

 

Net loss

--

 

--

 

--

 

(684,268)

 

(684,268)

 

 

 

 

 

 

 

 

 

 

Stock-based compensation

--

 

--

 

41,417

 

--

 

41,417

 

 

 

 

 

 

 

 

 

 

 

Balance, June 30, 2012

219,450,447

 

$ 219,450

 

$ 56,648,046

 

$ (53,438,194)

 

$ 3,429,302

 

The accompanying notes are an integral part of these consolidated condensed financial statements.

 

F4

 

 

 

 


 

 

ENVIRONMENTAL SOLUTIONS WORLDWIDE, INC.

CONSOLIDATED CONDENSED STATEMENTS OF CASH FLOWS

FOR THE SIX MONTH PERIODS ENDED JUNE 30,

 

 

 

 

 

2012

 

2011

 

 

 

 

(Unaudited)

 

(Unaudited)

 

 

 

 

 

 

 

Net loss

 

 

$ (684,268)

 

$ (7,022,796)

 

 

 

 

 

 

 

Adjustments to reconcile net loss to net cash

 

 

 

 

 

 

used in operating activities:

 

 

 

 

 

 

Interest accretion expense

 

 

-

 

3,506,074

 

Change in fair value of exchange feature liability

 

 

-

 

578,739

 

Financing charge on embedded derivative liability

 

 

-

 

485,101

 

Loss on disposal of inventory

 

 

-

 

507,032

 

Reserve on inventory obsolescence

 

 

107,360

 

-

 

Depreciation of property, plant and equipment

 

 

294,804

 

420,182

 

Loss on impairment of property, plant and equipment

 

 

42,674

 

307,358

 

Interest on notes payable to related party

 

 

-

 

126,850

 

Stock-based compensation

 

 

41,417

 

56,381

 

Amortization of patents and trademarks

 

 

-

 

16,145

 

Provision for doubtful accounts

 

 

213,108

 

-

 

Gain on disposal of property and equipment

 

 

(13,729)

 

(5,583)

 

Gain on convertible derivative

 

 

-

 

(1,336,445)

 

Gain on deconsolidation of subsidiary

 

 

(453,900)

 

-

 

 

 

 

 

 

 

 

 

 

 

231,734

 

4,661,834

Increase (decrease) in cash flows from operating

 

 

 

 

 

 

activities resulting from changes in:

 

 

 

 

 

 

Accounts receivable

 

 

(547,312)

 

1,226,620

 

Inventory

 

 

121,008

 

534,467

 

Prepaid expenses and sundry assets

 

 

137,767

 

(286,292)

 

Accounts payable and accrued liabilities

 

 

(264,675)

 

(37,034)

 

Customer deposits

 

 

-

 

(25,528)

 

 

 

 

 

 

 

 

 

 

 

(553,212)

 

1,412,233

 

 

 

 

 

 

 

Net cash used in operating activities

 

 

(1,005,746)

 

(948,729)

 

 

 

 

 

 

 

Investing activities:

 

 

 

 

 

 

Proceeds from sale of property and equipment

 

 

13,729

 

5,419

 

Acquisition of property, plant and equipment

 

 

(148,019)

 

(33,963)

 

Addition to property, plant and equipment under construction

 

 

(158,579)

 

-

 

 

 

 

 

 

 

Net cash used in investing activities

 

 

(292,869)

 

(28,544)

 

 

 

 

 

 

 

Financing activities:

 

 

 

 

 

 

Proceeds from notes payable to related parties

 

 

-

 

4,000,000

 

Proceeds from loan payable

 

 

280,787

 

-

 

Repayment of loan payable

 

 

(6,024)

 

-

 

Rights offering cost

 

 

-

 

(373,615)

 

Repayment of bank loan

 

 

-

 

(1,891,079)

 

Repayment of capital lease obligation

 

 

(1,241)

 

(2,539)

 

 

 

 

 

 

 

Net cash provided by financing activities

 

 

273,522

 

1,732,767

 

 

 

 

 

 

 

Net change in cash and equivalents

 

 

(1,025,093)

 

755,494

 

Foreign exchange gain on foreign operations

 

 

-

 

(9,819)

 

Cash and cash equivalents, beginning of period

 

 

1,103,649

 

13,328

 

 

 

 

 

 

 

Cash and cash equivalents, end of period

 

 

$ 78,556

 

$ 759,003

 

 

 

 

 

 

 

The accompanying notes are an integral part of these consolidated condensed financial statements.

 

 

 

 

 

 

 

F5

               

 


 

 

NOTES TO THE CONSOLIDATED CONDENSED FINANCIAL STATEMENTS (UNAUDITED)

NOTE 1 - NATURE OF BUSINESS AND GOING CONCERN

Environmental Solutions Worldwide, Inc. (the "Company" or "ESW") through its wholly-owned subsidiaries is engaged in the design, development, manufacturing and sales of emissions control technologies. ESW also provides emissions testing and environmental certification services with its primary focus on the North American on-road and off-road diesel retrofit market. ESW currently manufactures and markets a line of catalytic emission control and enabling technologies for a number of applications.

The unaudited consolidated condensed financial statements have been prepared in accordance with accounting principles generally accepted in the United States of America ("U.S. GAAP"), which contemplates continuation of the Company as a going concern.

The Company has sustained recurring operating losses. As of June 30, 2012, the Company had an accumulated deficit of $53,438,194 and cash and cash equivalents of $78,556. During the year 2011 there were significant changes made to ESW’s business. These changes in operations, the relocation of the Company’s operations, and the prevailing economic conditions all create uncertainty in the operating results and, accordingly, there is no assurance that the Company will be successful in generating sufficient cash flow from operations or achieving profitability in the near future. As a result, there is substantial doubt regarding the Company's ability to continue as a going concern. The Company may require additional financing to fund its continuing operations. Financing may not be available at acceptable terms or may not be available at all. The Company's ability to continue as a going concern is dependent on obtaining additional financing and achieving and maintaining a profitable level of operations.

Effective July 12, 2011, the Company raised a total of $4 million through the issuance of unsecured subordinated promissory notes (the “Notes”) to certain shareholders, including deemed affiliates of certain members of the Board of Directors of the Company. Proceeds from the Notes funded working capital related to its 2011 sales, capital investments and other general corporate purposes. Effective May 10, 2011, the Company entered into an Investment Agreement with certain of its current shareholders and subordinated lenders under unsecured promissory notes (the “Bridge Lenders") for an aggregate amount of $4 million. As per the Investment Agreement, the Bridge Lenders agreed to provide a backstop commitment (the "Backstop Commitment") to a rights offering targeted by the Company to raise up to $8 million (the “Qualified Offering"). Under the Backstop Commitment, the Bridge Lenders agreed to purchase any shares offered in the Qualified Offering that were not purchased by the Company's shareholders of record, after giving effect to any oversubscriptions.

Effective June 30, 2011 the Company completed its rights offering. The Company's shareholders subscribed to 38,955,629 shares including over subscriptions. Under the Qualified Offering shareholders subscribed to $4.7 million, which was subscribed for via cash ($1.9 million), and the exchange of principal and accrued interest on the Notes and the Bridge Loan Notes (approximately $2.8 million). Under the Backstop Commitment, the Bridge Lenders purchased 27,714,385 shares of Common Stock at price of $0.12 per share for approximately $3.3 million, of which $2.0 million was paid in cash and $1.3 million was paid for through the exchange of the balance of principal and accrued interest due on the Notes. As a result of these transactions, the Company satisfied its obligations with the Bridge Lenders and effectively cancelled the Notes effective June 30, 2011.

Effective July 18, 2011, ESW’s wholly-owned subsidiary ESW Canada Inc., paid its senior lender the amount of $1.5 million (Canadian dollars) from the proceeds of the rights offering to liquidate the outstanding balance on the bank loan. The senior lender has discharged all liens, encumbrances and securities against the Company and its subsidiaries and cancelled the June 30, 2010 demand revolving credit facility agreement.

Effective May 1, 2012 the Company’s wholly owned subsidiary ESW America Inc. received a $280,787 low interest loan from The Machinery and Equipment Loan Fund (“MELF”), which is administered by the Pennsylvania Department of Community and Economic Development. Proceeds from the loan were used to purchase and upgrade equipment at the air testing facility.

These unaudited consolidated condensed financial statements do not include any adjustments relating to the recoverability and classification of recorded asset amounts or the amounts and classification of liabilities that might be necessary should the Company be unable to continue as a going concern. All adjustments, consisting only of normal recurring items, considered necessary for fair presentation have been included in these unaudited consolidated condensed financial statements.

 

F6

 

 


 

 

NOTE 2 - SIGNIFICANT ACCOUNTING POLICIES

BASIS OF CONSOLIDATION

The unaudited consolidated condensed financial statements include the accounts of the Company and its wholly-owned subsidiaries, ESW America Inc. ("ESWA"), ESW Technologies Inc. ("ESWT"), ESW Canada Inc. ("ESWC") and Technology Fabricators Inc. (“TFI”). All inter-company transactions and balances have been eliminated on consolidation. Amounts in the unaudited consolidated condensed financial statements are expressed in U.S. dollars.

Effective February 3, 2012 BBL Technologies Inc. (“BBL”), a non-operating subsidiary, filed for bankruptcy in the Province of Ontario, Canada. At the time of filing, BBL had no assets but had issued and outstanding redeemable Class A special shares. The Company did not provide any guarantee in relation to these redeemable Class A special shares. As a result of BBL’s filing for bankruptcy, the Company lost its control over BBL and has deconsolidated BBL from the unaudited consolidated condensed financial statements on the filing date. The Company recorded a $453,900 gain in the unaudited consolidated condensed statement of operations and comprehensive loss for the six and three month periods ended June 30, 2012 upon deconsolidation of BBL.

ESTIMATES

The preparation of unaudited consolidated condensed financial statements in conformity with U.S. GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenue and expense during the reported period. Actual results could differ from those estimates. Significant estimates include amounts for inventory valuation, impairment of property plant and equipment, share-based compensation, valuation of the warrants, accrued liabilities and accounts receivable exposures.

ALLOWANCE FOR DOUBTFUL ACCOUNTS

The Company extends unsecured credit to its customers in the ordinary course of business but mitigates the associated credit risk by performing credit checks and actively pursuing past due accounts. An allowance for doubtful accounts is estimated and recorded based on management's assessment of the credit history with the customer and current relationships with them. On this basis management has determined that an allowance for doubtful accounts of $217,732 and $1,398 was appropriate as of June 30, 2012 and December 31, 2011, respectively.

INVENTORY

Inventory is stated at the lower of cost or market determined using the first-in, first-out method. Inventory is periodically reviewed for use and obsolescence, and adjusted as necessary. Inventory consists of raw materials, work-in-process and finished goods.

PROPERTY, PLANT AND EQUIPMENT UNDER CONSTRUCTION

The Company capitalizes customized equipment built to be used in the future day to day operations at cost. Once complete and available for use, the cost for accounting purposes is transferred to property, plant and equipment, where normal depreciation rates apply.

PROPERTY, PLANT AND EQUIPMENT

Property, plant and equipment are recorded at cost. Depreciation is computed on a straight-line basis over the estimated useful lives of the assets, generally 5 to 7 years. Maintenance and repairs are charged to operations as incurred. Significant renewals and betterments are capitalized.

 

F7

 

 

 

 


 

 

IMPAIRMENT OF LONG-LIVED ASSETS

The Company follows the Accounting Standards Codification (“ASC”) Topic 36

PINX:ESWW Environmental Solutions Worldwide Inc Quarterly Report 10-Q/A Filling

Environmental Solutions Worldwide Inc PINX:ESWW Stock - Get Quarterly Report SEC Filing of Environmental Solutions Worldwide Inc PINX:ESWW stocks, including company profile, shares outstanding, strategy, business segments, operations, officers, consolidated financial statements, financial notes and ownership information.

PINX:ESWW Environmental Solutions Worldwide Inc Quarterly Report 10-Q/A Filing - 6/30/2012
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