**UNITED
      STATES**


**SECURITIES
      AND EXCHANGE COMMISSION**


**Washington,
      D.C. 20549**





**FORM
      10-KSB**





**(
      X ) ANNUAL REPORT UNDER SECTION 13 OR 15(D) OF THE
      SECURITIES**


**EXCHANGE
      ACT OF 1934**





For
      the
      fiscal year ending February 28, 2006





**(
      ) TRANSITION REPORT UNDER SECTION 13 OR 15(D) OF THE
      SECURITIES**


**EXCHANGE
      ACT OF 1934**





For
      the
      transition period from _______________ to __________________





*Commission
      File No. 0-29373*





**Seychelle
      Environmental Technologies, Inc.**





(Exact
      Name of registrant as specified in its charter)







Nevada
            IRS#
                33-6159915----------------------------
            --------------------------(State
                or other jurisdiction
            (IRS
                Employer File Number)Of
                incorporation)33012
                Calle PerfectoSan
                Juan Capistrano, California
            92675----------------------------------------
            ----------(Address
                of principal executive offices)
            (zip
                code)




(949)
      234-1999


----------------------------------------------------


(Registrant's
      telephone number, including area code)





Securities
      Registered Pursuant to Section 12(b) of the Exchange Act: None





Securities
      Registered Pursuant to Section 12(g) of the Exchange Act:





Common
      Stock, $0.001 per share par value





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 preceding 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: ___





Check
      if
      there is no disclosure of delinquent filers in response to Item 405 of
      Regulation S-B is contained in this form and no disclosure will be contained,
      to
      the best of Registrant's knowledge, in definitive proxy or information
      statements incorporated by reference in Part III of this Form 10-KSB. [ ]





State
      issuer's revenues for its most recent fiscal year $751,844. The aggregate market
      value of the voting stock of the Registrant held by non-affiliates as of
      February 28, 2006 was approximately $19,030,557. The number of shares
      outstanding of the Registrant's common stock, as of the latest practicable
      date,
      February 28, 2006, was 24,715,010.





References
      in this document to "us," "we," or "the Company" refer to Seychelle
      Environmental Technologies, Inc., its predecessor and its
      subsidiary.




**TABLE
      OF CONTENTS**




Item
            Description
            PagePart
                IItem
                1.
            Description
                of Business
            1Risk
                Factors
            7Item
                2.
            Description
                of Property
            9Item
                3.
            Legal
                Proceedings
            9Item
                4
            Submission
                of Matters of a Vote of Security Holders
            10Part
                IIItem
                5.
            Market
                for Common Equity and Related Stockholder Matters
            10Item
                6.
            Management's
                Discussion and Analysis of Financial Condition and Results of
                Operations
            12Item
                7.
            Financial
                Statements and Supplementary Data
            19Item
                8.
            Changes
                in and Disagreements with Accountants on Accounting and Financial
                Disclosure
            70Item
                8A
            Controls
                and Procedures
            70Part
                IIIItem
                9.
            Directors
                and Executive Officers, Promoters & Control Persons; Compliance with
                Section 16(a) of the Exchange Act
            72Item
                10.
            Executive
                Compensation
            75Item
                11.
            Security
                Ownership of Certain Beneficial Owners and Management And Related
                Stockholder Matters
            76Item
                12.
            Certain
                Relationships and Related Transactions
            77Part
                IVItem
                13.
            Exhibits
            80Item
                14.
            Principal
                Accountant Fees and Services
            81Signatures
            83








**PART
      I**





**ITEM
      1.** **Description
      of the Business.**


**(a)** **Business
      Development** ****





**History
      of Seychelle**





We
      are a
      Nevada corporation. Our principal business address is 33012 Calle Perfecto,
      San
      Juan Capistrano, California 92675. Our telephone number at this address is
      949-234-1999.





We
      were
      incorporated under the laws of the State of Nevada on January 23, 1998 as a
      change of domicile to Royal Net, Inc., a Utah corporation that was originally
      incorporated on January 24, 1986. Royal Net, Inc. changed its state of domicile
      to Nevada and its name to Seychelle Environmental Technologies, Inc. effective
      in January 1998.





On
      January 30, 1998, we entered into an Exchange Agreement with Seychelle Water
      Technologies, Inc., a Nevada corporation ("SWT"), whereby we exchanged our
      issued and outstanding capital shares with the shareholders of SWT on a one
      share for one share basis. We became the parent company and SWT became a wholly
      owned subsidiary. SWT had been formed in 1997 to market water filtration systems
      of Aqua Vision International.





On
      January 31, 1998, we entered into a Purchase Agreement to acquire all of the
      assets of Aqua Vision International, a private California entity. This Purchase
      Agreement was amended on February 26, 1999 to provide for the issuance of 8,000
      shares of Series "AAA" Cumulative Convertible Preferred Voting Stock in lieu
      of
      all consideration that had remained unpaid under the original Purchase
      Agreement. Aqua Vision International had been in operation since 1995 to
      develop, manufacture, and market its own proprietary water filtration systems.





In
      April
      2001, we repurchased all of our issued and outstanding Series A 13.5%
      Non-Voting, Cumulative Preferred Stock, $.01 par value per share. This
      repurchase was combined with a comprehensive settlement agreement, for the
      benefit of all parties, with the beneficial owner of the Preferred Stock. We
      also retired all of these Series A 13.5% Non-Voting, Cumulative
      Preferred.





However,
      The Company has consulting agreements with two officers. See Certain
      Relationships and Related Transactions.





In
      December 2004 all Series AAA at 12% Cumulative Convertible Preferred Shares
      were
      converted into 4,500,000 shares of restricted common stock issued to the Tam
      Irrevocable Trust. In addition, all dividends accrued and unpaid on the AAA
      Preferred were waived.





As
      of
      February 28, 2006, the TAM Irrevocable Trust, one of our principal shareholders,
      have loaned the Company funds to finance the company operations, with the
      balance due of $363,150 at 10% simple interest, repayable after March 1, 2011.
      The Company believes that with the increase in sales experienced during the
      fiscal year ending February 28, 2006, no additional funding will be required
      from the TAM Irrevocable Trust or other shareholders.





As
      of
      February 28, 2006, there wre 24,715,010 shares of common stock, par value
      $0.001, issued and outstanding.


1








**Organization**





Our
      Company is presently comprised of Seychelle Environmental Technologies, Inc.,
      a
      Nevada corporation, with one subsidiary, Seychelle Water Technologies, Inc.,
      also a Nevada corporation. We use the trade name, "Seychelle Water Filtration
      Products, Inc.," in our commercial operations.





**(b)** **Business
      of Seychelle** ****


**General**





Seychelle
      designs and manufactures unique, state-of-the-art Ionic Adsorption Micron
      Filters that remove up to 99.8% of all pollutants and contaminants found in
      any
      fresh water source. Using breakthrough technology, Seychelle has also developed
      proprietary ozone systems. Patents or trade secrets cover all proprietary
      products. Since our bodies are 75% water and the quality of water worldwide
      continues to deteriorate, our mission is twofold: First, to help educate
      everyone to the fact that the quality of water they drink is important and
      second, to make available low-cost, effective filtration products that will
      meet
      the growing need for safe water.





Seychelle
      has sold over 2 million portable water filtration bottles throughout the world
      to customers such as individuals, dealers, and distributors - and to
      governments, military, agencies and emergency relief organizations such as
      the
      US Marine Corps, the International Red Cross, Eco-Challenge, Kenya Wild Life
      Service, La Cruz Roja de Mexico and the NY Institute for the Blind. In addition,
      the company has donated thousands of portable bottles to church groups and
      missionaries worldwide. Seychelle’s products are approved for sale and
      distribution in many countries including the US, Mexico, Brazil, Argentina,
      Venezuela, Japan, China, Korea, India, Pakistan, Australia, UK, New Zealand,
      Malaysia, Indonesia and South Africa.





In
      2001,
      the World Bank placed the value the world water market at close to $ 1 trillion
      annually. Bottled water, according to Water Facts, has emerged as the second
      largest commercial beverage category by volume in the US. However, Seychelle
      products compete in a more limited market: the portable and home filtration
      products segmenets.





In
      developing countries, many people in rural areas boil their water for drinking
      and cooking to kill bacteria, but this process does not remove the pyrogens,
      chemicals, toxins, and other elements that remain in the water. In Africa alone,
      according to Earth Prayers from around the world, approximately 6,000 people
      die
      every day because of water borne diseases.





**Business
      Plan**





The
      management of Seychelle represents over 35 years of combined experience in
      developing improvements and innovations in the field of micron technology.
      As a
      result, our products can deliver up to .2-micron filtration, at pennies per
      gallon, with pressure as low as 24 pounds per square inch. Further, our point
      of
      difference filtration systems remove up to 99.8% of all known pollutants and
      contaminants most commonalty found in fresh drinking water supplies in the
      four
      major areas of concern as follows:





**AESTHETICS:** Taste,
      odor, chlorine, sand, sediment and odor problems.


**BIOLOGICS:** Pathogens
      such as Cryptosporidium, Giardia and E-Coli bacteria.


**CHEMICALS:** Pesticides,
      detergents, toxic chemicals and industrial waste.


**DISSOLVED
      SOLIDS:** Heavy
      metals such as aluminum, asbestos, copper, lead, mercury and radon
      222.


**2**








Seychelle
      filters have been tested by independent and government laboratories throughout
      the world and are approved for sale and distribution in the following countries:
      United States, Mexico, United Kingdom, Korea, Malaysia Indonesia, Japan, China,
      Vietnam, New Zeeland, Australia, Brazil, Venzuela, Argentina, South Africa,
      and
      Pakistan. In the United States, Seychelle filters have been certified by
      California and Florida approved independent laboratories implementing
      Environmental Protection Agency, American Natural Standards Institute, and
      National Sanitation Foundation protocol, procedures, standards and methodology.
      Importantly, we offer a test pack for potential customers that includes the
      test
      results from selected countries. In addition, results from the United States,
      United Kingdom and South Africa are displayed our our Website: www.seychelle.com .
      To our
      knowledge, no other water filtration system can achieve this level of removal
      of
      up to 99.8% of all known pollutants and contaminants most commonalty found
      in
      fresh drinking water supplies in the four major areas of concern. The benefit
      of
      such filtration can save lives worldwide as awareness of Seychelle’s product
      line increases.





We
      signed
      a License Agreement with Aqua Gear USA on June 6, 2002 for a product known
      as
      the "Hand Held Pump Technology." We licensed all proprietary rights associated
      with this technology. We will pay a 2% royalty on our gross income derived
      from
      the license.for the technology during the term of the license which is a
      pressure patent for a pressure system. To our knowledge, no other water
      filtration system can achieve this level of removal of up to 99.8% of all known
      pollutants and contaminants most commonalty found in fresh drinking water
      supplies in the four major areas of concern. The benefit of such filtration
      can
      save lives worldwide as awareness of Seychelle’s product line increases.





**Principal
      Products or Services and their Markets**




**Portables
      Products**





Seychelle
      has a varied line of portable filters for people on the go. They include Flip
      Top’s, Bottom’s Up’s and varied military style canteens - regular or with
      silverators (for further bacteria control). Sizes are from 18oz to 30oz, and
      provide up to 100 gallons of pure drinking water from any fresh water source,
      running or stagnant (such as rivers, lakes, ponds, streams and
      puddles).




The
      current portable products include: Flip-Top, Survivor, Canteen, Bottoms UP,
      In-Line Eliminator, Pure Water Bag, Pump n’ Pure, Facial Mist and replacement
      filters.





**Home
      Products**





Seychelle
      technology has developed products for above the counter, below the counter,
      and
      to


filter
      the whole house. Installation is easy, and unlike reverse osmosis (RO), only
      a
      low PSI input line is needed. No water is wasted in the filtration process.
      Seychelle also makes a variety of shower filters.





The
      current home products include: Deluxe Shower, Handheld Shower, Royal Shower
      Wall
      Mount, Royal Shower Handheld, P.O.U. Countertop, P.O.E., Total Home and all
      replacement filters, and feature technology developed for portable
      products.





3





**New
      Products**





We
      are
      re-engineering the Flip Top bottle to eliminate parts, reduce costs, provide
      a
      more streamlined look, and add a disinfectant capability. The Counter Top has
      been upgraded to provide more enhanced filter media to improve the taste and
      quality of drinking water. Finally, the In-Line Filter is being changed to
      provide greater filter media, and meet field conditions that require a longer,
      narrower design.





We
      signed
      a License Agreement with Aqua Gear USA on June 6, 2002 for a product known
      as
      the "Hand Held Pump Technology." We licensed all proprietary rights associated
      with this technology. We will pay a 2% royalty on our gross income for the
      technology during the term of the license. The License Agreement is for an
      initial term of five years, with five successive five-year renewals. This offers
      us an additional proprietary product in the portable filtration industry. We
      believe that this purchase compliments our current product line. As of the
      date
      of this filing, this technology has resulted in a product called Pump N’ Pure
      which allows the user to draw filtered water from virtually any container or
      location. The Company continues to believe that the product will be viable
      in
      developing countries as an emergency preparedness product, and for families
      where cost is a prime consideration.





**Manufacturing**





The
      Company has determined that we will be able to produce some of our product
      components in China at a lower cost than what could be made in the US. However,
      we anticipate that final assembly of our products will continue to be done
      in
      San Juan Capistrano.


In
      China
      the original manufacturing agreement with Hebei RO Environmental Technologies
      expired and was not renewed.. Instead, the company signed an exclusive agreement
      with Huanghua Seychelle Plastic Co., Ltd on September 1, 2005 and is attached
      as
      an exhibit hereto.





**Distribution
      Methods of the Products**





Sales
      channels to be pursued will include: Retail, Military, Government, Multi-Level
      Marketing, International, OEM and Joint Ventures.





Seychelle
      has signed product distribution agreements with Confident, Inc. for China,
      Taiwan, Hong Kong and Singapore and with ABMS Health Care for India and are
      exploring opportunities in other countries. During the fiscal year ending
      February 28, 2006, total sales to Confident, Inc. and affiliated entities
      approximated $90,000. Both agreements are attached as exhibits
      hereto.





In
      Japan,
      Vortex represents Seychelle as a non-exclusive distributor selling our product
      line to dealers, distributors and retail stores.





We
      will
      also continue to promote our products and technologies to non-profit
      organizations, such as the Red Cross, the U.S. and international militaries,
      missionaries, charitable and fund-raising groups and other philanthropic
      organizations.








4





**Customers
      and Competition Business Conditions**





Seychelle
      products compete against all forms of drinking water: tap water supplied by
      municipal water districts, bottled water, and treated water provided by means
      of
      reverse osmosis (technology discontinued April 2006), distillation, and
      filtration systems. There are literally thousands of companies in the field
      including Culligan, Clorox, Proctor and Gamble, G.E., Pepsi-Cola, Coca-Cola,
      Nestle and Danone. Therefore, Seychelle’s portable and home filtration products
      compete in a more limited segment of the market as an alternative to other
      sources of drinking water.





Seychelle
      is an emerging company with negligible share of the world’s pure water market.
      Our products sell in a niche category of the market - portable filtration
      bottles that use ionic. Adsorption Micron Filtration technology, which remove
      many organic and inorganic contaminants that simple activated carbon filters
      cannot. Most activated carbon filters on the market only remove Chlorine,
      sediment and dirt thus improving taste and odor as well as a handful of other
      contaminants such as Lead, Mercury Zinc and Copper. There are other small
      companies in the field with no one company having a majority share.





Seychelle
      sells its products in two ways. First, it sells its own brand to individuals,
      dealers, distributors, multilevel marketing companies and missionaries on a
      direct basis, and through our Internet Web Site. Second, the company offers
      its
      products to the same customers as a Private Label supplier. In some instances,
      we may supply only filters for their bottles or hydration backpacks as opposed
      to completed products





Currently,
      the majority of our sales are to customers in the US However, with Distribution
      Agreements for China and India, overseas sales could increase in the future
      as
      developing countries have a greater need for safe drinking water than
      industrialized nations.





**Raw
      Materials**





Seychelle’s
      filters include the finest powder activated coconut and three other media to
      form the porous plastic ionic filter. The media itself, the formulation process,
      and manufacturing methodology are governed by trade secrets. To date, there
      is
      adequate availability of material for all of our products. We do not expect
      this
      situation to change in the near future.





**Dependence
      on One or a Few Customers and Backlog**





As
      of
      February 28, 2006, the Company has expanded its customer base through entering
      into various marketing and distribution agreements. As of February 28, 2006,
      three customers(Wellness Enterprises, BK Pakistan and Confident, Inc.) account
      for greater than 10 percent of total sales. Management believes that if the
      targeted revenues are not achieved within their current marketing and
      distribution agreements, the revenues can be replaced through the sale of
      filters and related products to other direct marketing companies. However,
      there
      can no assurance that such this will occur which could result in an adverse
      effect on the Company’s financial condition or results of operations in the
      future.





As
      of
      February 28, 2006 and 2005, we had backorders of $8,000 in portable water
      filtration units.





5





**Proprietary
      Information and Technology**





We
      own a
      patent for the Portable Water Filtration System with the filter cap assembly,
      Patent # 5,914,045 which expires on June 22, 2016. As described in the Abstract,
      it is "[a] filter assembly for a flexible, portable bottle having a sealing
      cap
      including a filter attached to the interior of the


cap
      to
      filter out substantially all inorganics, organics, radiological chemicals and
      microbiology. The filter assembly also may include a second filter or Iodinator
      sealed in the flexible bottle to further remove micro-organisms from water
      passing there-through. The filter assembly is designed so that the flexible
      bottle must be pressurized, as by being hand pressed, after it is filled with
      water to force flow of water through the [sic] either or both of the filters.
      The filter in the cap includes a check valve to allow the bottle to be
      re-pressurized after water has been dispensed from the bottle." The filter
      cap
      assembly is the core to the Company’s product lines, and will drive sales for
      many years to come as the Company adds new products and configurations.





We
      also
      own a patent, Patent #6,058,971 which expires on May 9, 2017 for a Quick Connect
      Diverter Valve. As described in the Abstract, it is "A quick-connect diverter
      valve for use in connecting existing water faucets and water filtration units
      in
      and around a kitchen, or other areas where clean water is desired." The quick
      connect diverter value is used in the above the counter filter system currently
      being sold in the United States, Pakistan and soon in China. The Company
      believes this is a viable and growing product line for developing countries
      where the quality of water continues to deteriorate.





Trademark
      registrations have been filed with the USPTO for both Seychelle and Aqua Gear
      and are in progress.





We
      have a
      trade name, "Seychelle Water Filtration Products, Inc.," which we use in our
      commercial operations.





**Government
      Regulation**





We
      are
      not, as a company, subject to any material governmental regulation or approvals.
      However, our products are subject to inspection and evaluation by regulatory
      authorities that have jurisdiction over water quality standards. Such
      authorities are on the federal, state, and local level, both in the United
      States and overseas, where we market our products. Most of our products have
      already been inspected and evaluated by all applicable governmental authorities
      in the areas in which we operate or plan to operate in the near future. With
      respect to our new proposed focus of operations, we do not know if governmental
      regulation will have a material impact on us in the future.





**Research
      and Development**





We
      have
      spent approximately $14,800 and $12,500 in research and development activities
      for the fiscal years ending, February 28, 2006 and 2005, respectively.




**Environmental
      Compliance**





At
      the
      present time Seychelle is not subject to any material costs for compliance
      with
      any environmental laws. With respect to our new proposed focus of operations,
      we
      do not know if environmental compliance will have a material impact on us in
      the
      future.





6








**Employees**





As
      of
      February 28, 2006, we had a President and two executive consultants managing
      the
      company with two (2) administrative consultants supporting that effort. In
      production, operations and warehousing we had one (1) full-time employees and
      four (4) independent contractors working to fill all sales orders.





**Risk
      Factors Related to Our Business**





THE
      OWNERSHIP AND INVESTMENT IN OUR SECURITIES INVOLVES SUBSTANTIAL RISKS. OUR
      COMMON SHARES SHOULD BE PURCHASED ONLY BY PERSONS WHO CAN AFFORD TO LOSE THEIR
      ENTIRE INVESTMENT. PROSPECTIVE INVESTORS SHOULD CAREFULLY CONSIDER THESE RISKS
      RELATING TO OUR COMPANY.





**Lack
      of History** .
      Our
      Company was formed on January 23, 1998 and acquired the operations of a company
      that had been in existence since 1995. Since beginning operations, we initially
      sold water filtration products to a number of customers then during March 2001
      entered into a sales marketing agreement with Nikken Global, Inc. and Kenko
      World, two affiliated multi-level marketing companies (collectively “Nikken”).
      This agreement allowed Nikken, the exclusive rights to distribute our products
      and technology for a period of ten years, commencing March 1, 2001. During
      the
      period of the agreement, the Company continued to promote its products and
      technologies to non-profit organizations, such as the Red Cross, the U.S. and
      international militaries, missionaries, charitable and fund-raising groups
      and
      other philanthropic organizations, which do not sell to distributors or resell
      to customers. During the fiscal year ending February 28, 2002, the Company
      decided to terminate its agreement with Nikken. The Company has continued to
      expand its product lines, since the Nikken business ended, but have not
      generated enough revenue to support operations. This has required us to seek
      both investor capital and financing to buy the time required by new management
      to reverse the downward trend. Recent sales activity for the fiscal year ending
      February 28, 2006 have expanded suggesting a positive change in direction with
      the new management. Still, we have limited financial results upon which you
      may
      judge our potential. The company is not engaged in enough consistent business
      activity over a sustained period of time to be said to have a successful
      operating history. We have experienced in the past and may experience in the
      future under-capitalization, shortages, setbacks and many of the problems,
      delays and expenses encountered by any early stage business. These
      include:


|- | operating
              as a public entity, incurring non-cost of sales expenses such as
              accounting, auditing, legal activities, and maintaining full compliance
              of
              a regulated reporting status including continuing Sarbanes-Oxley
              requirements.
|- | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

|**-** | 
|----- | 

-  unplanned
      delays and expenses related to research, development and testing of our new
      products





-  production
      and marketing problems that may be encountered in connection with our existing
      products and technologies,





-  competition
      from larger and more established companies, and





|- | under-capitalization
              to challenge the lack of market acceptance of our new products and
              technologies.
|- | ---------------------------------------------------------------------------------------------------------------------------------

7


**Limited
      Profitability.** To
      date,
      we have incurred significant losses. As of February 28, 2006, our revenue was
      $751,844 versus $341,106 in the prior fiscal year ending February 28, 2005.
      This
      increase was due primarily to sales with three customers.Net Losses as of
      February 28, 2006 of $932,456 were greater than in the prior year ending
      February 28, 2005 of $250,423 due to $274K in accounting and legal fees to
      assist in the audit and preparation of the Form 10, $272K in financing costs
      with TAM the primary lender, the amortization of $201K in officer stock
      compensation who received no salaries, the Company’s inventory reserve
      adjustment of $79K for the countertop product and an impairment charge of $104K
      for the discontinuance of the Enviro(3)Care technology were the primary reasons
      for the result.. Going forward the company has a policy of not projecting sales
      and profits due to:





|- | significant
              legal and professional fees associated with regulated business activities
              and
|- | ---------------------------------------------------------------------------------------------------------------------




SEC





|- | reporting
              requirements including continuing Sarbanes-Oxley
              requirements.
|- | ----------------------------------------------------------------------------------------------------




-
      lack of
      consistent sales to maintain profitability





**Inherently
      Risky-Competition.** Because
      we are a company with a limited history, our operations will be extremely
      competitive and subject to numerous risks. The water filtration business is
      highly competitive with many companies having access to the same market.
      Substantially all of them have greater financial resources and longer operating
      histories than we have and can be expected to compete within the business in
      which we engage and intend to engage. There can be no assurance that we will
      have the necessary resources to be competitive. Therefore, investors should
      consider an investment in us to be an extremely risky venture.





**Delays
      in the Development of New Products** .
      We have
      a limited product line, and the development of some of our technologies has
      taken longer than anticipated and could be additionally delayed. Therefore,
      there can be no assurance of timely completion and introduction of improved
      products on a cost-effective basis, or that such products, if introduced, will
      achieve market acceptance such that, in combination with existing products,
      they
      will sustain us or allow us to maintain profitable operations.





**Dependence
      Upon Technology.** We are
      operating in a business that requires extensive and continuing research,
      development and testing efforts. There can be no assurance that new products
      will not render our products obsolete or non-competitive at some time in the
      future.





**Protection
      of Technology.** A
      successful challenge to the ownership of our technology could materially damage
      our business prospects. We rely principally on trade secrets as well as trade


secret
      laws, two patents, two trademarks, copyrights, confidentiality procedures and
      licensing arrangements to protect our intellectual property rights. We currently
      have two U.S. patents issued and a license on two patents. Any issued patent
      may
      be challenged and invalidated. Patents


may
      not
      issue from any of our future applications. Any claims allowed from existing
      or
      future pending patents may not be of sufficient scope or strength to provide
      significant protection for our products. Patents may not be issued in all
      countries where our products can be sold so as to provide meaningful protection
      or any commercial advantage to us. Our competitors may also be able to design
      around our patents or the patents that we license.





8





Vigorous
      protection and pursuit of intellectual property rights or positions characterize
      our industry, which has resulted in significant and often protracted and
      expensive litigation. Therefore, our competitors may assert that our
      technologies or products infringe on their patents or proprietary rights.
      Problems with patents or other rights could increase the cost of our products
      or
      delay or preclude new product development and commercialization by us. If
      infringement claims against us are deemed valid, we may not be able to obtain
      appropriate licenses on acceptable terms or at all. Litigation could be costly
      and time-consuming but may be necessary to protect our future patent and/or
      technology license positions or to defend against infringement claims.





**Competition.** Technological competition from larger and more established companies is
      significant and expected to increase. Most of the companies with which we
      compete and expect to compete have far greater capital resources and more
      significant research and development staffs, marketing and distribution programs
      and facilities, and many of them have substantially greater experience in the
      production and marketing of products. Our ability to compete effectively may
      be
      adversely affected by the ability of these competitors to devote greater
      resources to the sale and marketing of their products than we can. In addition,
      one or more of our competitors may succeed or may already have succeeded in
      developing technologies and products that are more effective than any of those
      we currently offer or are developing. In addition, there can be no guarantee
      that we will be able to protect our technology from being copied or infringed
      upon. Therefore, there are no assurances that we will ever be able to obtain
      and
      to maintain a profitable position in the marketplace.





**Success
      Dependent Upon Management** .
      Our
      success is dependent upon the decision making of our directors and executive
      officers. These individuals have made a full commitment to the business. The
      loss of any or all of these individuals could have a materially adverse impact
      on our operations. On December 1, 2001, we entered into an employment agreement
      with our President. During November 2004, the Company entered into consulting
      agreements with two officers to provide management consulting
      services.





**ITEM
      2.** **Description
      of Properties.** ****





As
      of
      February 28, 2006, our business office was located at 33012 Calle Perfecto,
      San
      Juan Capistrano, CA 92675. Our telephone number at this address is 949-234-1999.
      We pay a total of $7,200 in rent per month for approximately 7,200 square feet
      of office, operations and warehousing. We have a lease with an unaffiliated
      third party which expires February 2008.





We
      own
      two patents and numerous trade secrets, see Proprietary Information above,
      and
      other proprietary information related to our business operations. We recently
      filed for two trademarks: Seychelle that has been used in commerce since 1997
      and Aqua Gear, which had been abandoned previously by Aqua Gear USA to
      capitalize on the patent agreement we secured from them.





**ITEM
      3.** **Legal
      Proceedings.** ****




During
      May 2001, Seychelle Water Technologies, Inc. was named and served with a lawsuit
      originally filed by SafeWater Anywhere, Inc. and John Ferguson as plaintiffs.
      This lawsuit was filed in State Superior Court in Orange County, California.
      Mr.
      Carl Palmer was also named as a defendant. The complaint alleged breach of
      fiduciary duty, constructive fraud, promissory fraud,





9





rescission,
      constructive trust, unfair trade practices, and conversion, and sought
      unspecified damages and injunctive relief. The original suit was dismissed
      upon
      motion of the defendants, but was subsequently re-filed by John M. Ferguson
      individually on or about October 13, 2004. The re-filed suit was again brought
      against Seychelle Water Technologies, Inc. and Carl Palmer, and again alleges
      breach of fiduciary duty, constructive fraud, promissory fraud, rescission,
      constructive trust, unfair trade practices, and conversion, and seeks
      unspecified damages and injunctive relief. Plaintiff essentially alleges that
      defendants Seychelle Water Technologies, Inc. (hereafter “Seychelle Water”) and
      Carl Palmer fraudulently induced plaintiff to enter into an agreement to
      relinquish 4,000,000 shares of the stock of defendant Seychelle Water. Plaintiff
      alleges that he originally entered into a joint venture and stock subscription
      agreement with DuSean Berkich (“Berkich”), pursuant to which Berkich and
      plaintiff formed and controlled Seychelle Water. Plaintiff alleges that when
      he
      discovered certain improprieties by Berkich, he became concerned, and ultimately
      agreed to the (re)purchase by Berkich of his interest in the Seychelle Water
      stock. Plaintiff is now suing to recover damages he allegedly suffered as a
      result of the (re)purchase by Berkich of his interest in Seychelle Water. A
      demurrer to the re-filed complaint was filed and in response a first amended
      complaint was filed and served. A second demurrer to the First Amended Complaint
      has been filed and sustained by the Court, and plaintiff has been granted
      fourteen days leave to amend. A second amended complaint has now been filed
      and
      answered. We continue to believe that this matter is without merit and intend
      to
      vigorously defend against plaintiff’s claims.





As
      of
      February 28, 2006, we know of no legal proceedings pending or threatened or
      judgments entered against any of our directors or officers in his or her
      capacity as such.





**ITEM
      4** **.
      Submission of Matters to a Vote of Security Holders** **.**





We
      did
      not submit any matter to a vote of security holders through solicitation of
      proxies during the fourth quarter of the fiscal year covered by this report.








**PART
      II**





**ITEM
      5.** **Market
      for Common Equity and Related Stockholder Matters.** ****





(a) Principal
      Market or Markets





Our
      Common Stock began trading in 1997. Since the consummation of the Exchange
      Agreement between our Company and SWT, market makers and other dealers have
      provided bid and ask quotations of our Common Stock under the symbol "SYEV."
      Trading was conducted in the over-the-counter market on the NASD's "Electronic
      Bulletin Board" until April 20, 2000. We traded on


the
      "Pink
      Sheets" until December, 2000, when we were re-listed on the NASD's "Electronic
      Bulletin Board." The table below represents the range of high and low bid
      quotations of our Common Stock as reported during the reporting period herein.
      The following bid price market quotations represent prices between dealers
      and
      do not include retail markup, markdown, or commissions; hence, they may not
      represent actual transactions. For the fiscal year ending February 28, 2006,
      the
      common stock was at a High of $.99 and a Low of $.11.





10








Fiscal
                Year 2006
            High
                Bid
            Low
                BidMonth
                Ending:First
                Quarter May 2005
            $.36
            $.28Common
                SharesSecond
                Quarter Aug 2005
            $.36
            $.17Common
                SharesThird
                Quarter Nov 2005
            $.35
            $.11Common
                SharesFourth
                Quarter Feb 2006
            $.99
            $.27Common
                Shares





Fiscal
                Year 2005
            High
                Bid
            Low
                BidMonth
                Ending:First
                Quarter May 2004
            $.28
            $.11Common
                SharesSecond
                Quarter Aug 2004
            $.16
            $.09Common
                SharesThird
                Quarter Nov 2004
            $.13
            $.04Common
                SharesFourth
                Quarter Feb 2005
            $.65
            $.05Common
                Shares





Source:
      Commodity Systems, Inc. through Yahoo Finance








(b)
      Approximate Number of Holders of Common Stock





As
      of
      February 28, 2006, there were approximately 339 shareholders of record of our
      common stock.





11





(c)
      Dividends





Holders
      of Common Stock are entitled to receive such dividends as may be declared by
      our
      Board of Directors. Seychelle paid no dividends on the Common Stock during
      the
      periods reported herein nor do we anticipate paying such dividends in the
      foreseeable future.








**ITEM
      6.** **Management's
      Discussion and Analysis** ****





**Forward-Looking
      Statements**





The
      following discussion contains forward-looking statements regarding our Company,
      its business, prospects and results of operations that are subject to certain
      risks and uncertainties posed by many factors and events that could cause our
      actual business, prospects and results of operations to differ materially from
      those that may be anticipated by such forward-looking statements. Factors that
      may affect such forward-looking statements include, without limitation: our
      ability to successfully develop new products for new markets, the impact of
      competition on our revenues, changes in law or regulatory requirements that
      adversely affect or preclude customers from using our products for certain
      applications, delays in our introduction of new products or services, and our
      failure to keep pace with emerging technologies.





When
      used
      in this discussion, words such as "believes," "anticipates," "expects,"
      "intends" and similar expressions are intended to identify forward-looking
      statements, but are not the exclusive means of identifying forward-looking
      statements. Readers are cautioned not to place undue reliance on these
      forward-looking statements, which speak only as of the date of this document.
      We
      undertake no obligation to revise any forward-looking statements in order to
      reflect events or circumstances that may subsequently arise. Readers are urged
      to carefully review and consider the various disclosures made by us in this
      document and other reports filed with the Securities and Exchange Commission
      that attempt to advise interested parties of the risks and factors that may
      affect our business





**Results
      of Operations**





**Fiscal
      year ending February 28, 2006 compared to the corresponding period in
      2005.**





Selected
                Financial Data
            2005
            2006
            Year
                Over Year
              Change
            %Sales
            $341,106
            $751,844
            $410,738
            120Cost
                of sales
            $155,113
            $430,134
            $275,021
            177Gross
                profit
            $185,993
            $321,710
            $135,717
            73General
                & administrative expenses
            $272,762
            $591,557
            $318,795
            178Consulting
                fees to related parties
            $
                35,292
            $201,293
            $166,001
            127Interest
                expense to related parties
            $124,629
            $272,653
            $148,024
            119Net
                cash used in operating activities
            ($64,262)
            ($212,974)
            $148,712
            123Net
                cash used in investing activities
            ($12,434)
            ($109,349)
            $96,915
            779Net
                cash provided financing activities
            $
                31,710
            $934,110
            $902,400
            2845








12





**Sales.** In
      the
      fiscal year ending February 28, 2006, sales were $751,844 compared to the same
      period in the prior year with sales of $341,106. This increase in sales is
      primarily attributable to continued increased sales with two customers -
      approximately $189K sales to Wellness Enterprises and $91K to BK Pakistan.
      Additionally, during the fiscal year ending February 28, 2006, the Company
      entered into a five (5) year exclusive distribution agreement with Confident,
      Inc. to sell its water filtration products in the markets of The Peoples
      Republic of China, Taiwan, Singapore and Hong Kong. During the fiscal year
      ending February 28, 2006, total sales to Confident, Inc. and its affiliated
      entities approximated $90,000.





**Cost
      of sales and gross profit.** In
      the
      fiscal year ending February 28, 2006, cost of sales was $430,134 compared to
      the
      same period in the prior year with cost of sales of $155,113. Gross profit
      increased to $321,710 compared to the same period in the prior year of $185,993.
      Gross profit as a percentage of sales decreased to 43% as compared to the same
      period in the prior year of 54%. As previously noted, during November 2005,
      the
      Company recorded an inventory reserve for its countertop product. If such
      reserve had not been recorded, the gross profit percentage for the fiscal year
      ending February 28, 2006 would have been 53%. The remaining slight decrease
      in
      gross profit is primarily due to increased raw material costs and increased
      cost
      for sub assemblies.





**General
      & administrative expenses.** In
      the
      fiscal year ending February 28, 2006, general and administrative expenses were
      $591,557 compared to the same period in the prior year of $272,762. This
      increase in general and administrative expenses was primarily due to the
      following - (1) $270K increase in legal and accounting fees as the Company
      incurred such costs to catch up on SEC filings; (2) $15K increase in consulting
      expense as the Company engaged an outside consultant to maintain its accounting
      records, as well as, engaged various individuals to perform design and
      engineering procedures: (3) $27K increase in salaries and related employee
      benefits for administrative assistant hired June 2005; and (4) and $5K increase
      in depreciation expense as the Company has purchased $113K in new equipment
      or
      tooling during the past twelve months.





**Consulting
      fees to related parties.** In the
      fiscal year ending February 28, 2006, consulting fees to related parties were
      $201,293 compared to the same period in the prior year of $35,292. This increase
      in consulting fees was due to the engagement of two officers / consultants,
      Messrs. Richard Parsons and Jim Place, during December 2004. Both Messrs.
      Parsons and Place received restricted common stock at below the estimated market
      value upon commencement of providing services to the Company. The increase
      in
      consulting expense relates to the amortization of the discount on the restricted
      common stock. As further consideration for services to be rendered, the
      consultants were granted warrants during March and July 2005 redeemable into
      restricted shares of the Company’s stock at $.225 per share. As the warrants
      provide for the purchase of common stock at below the Company’s market price on
      the date of grant, the Company recorded unearned compensation relating to the
      estimated value of these warrants and is amortizing the beneficial
      conversion  feature
      over the life of the warrants.





**Interest
      expense to related parties.** In
      the
      fiscal year ending February 28,2006, interest expense to related parties were
      $272,653 compared to the same period in the prior year of $124,629. This
      increase in interest expense was due to the amortization of the beneficial
      conversion feature of the warrants issued to the TAM Trust during March and
      July
      2005.





13





**Net
      loss.** Even
      though profits for the year ending February 28, 2006 were negative by $932K,
      $274K in accounting and legal fees to assist in the audit and preparation of
      the
      Form 10, in addition to, $272K in financing costs with TAM the primary lender,
      the amortization of $201K in officer stock compensation who received no
      salaries, the Company’s inventory reserve adjustment of $79K for the countertop
      product and an impairment charge of $104K for the discontinue of the
      Enviro(3)Care technology were the primary reasons for the result.





**Net
      cash used in operating activities.** Net
      cash
      used in operating activities for the year ending February 28, 2006 were $205,072
      compared to the same period in the prior year of $64,262. During the fiscal
      year
      ending February 28, 2006, the Company funded its operations by sale of
      restricted common stock. During the fiscal year ending February 28, 2006, the
      net loss from operations of $932K was offset by $660K non-cash expenditures.
      These non-cash expenses primarily relate to $272K in financing costs, the
      amortization of $201K in officer stock compensation, the Company’s inventory
      reserve adjustment of $79K for the countertop product, the Company’s impairment
      charge of $104K for the Enviro(3)Care technology  and
      the
      issuance of $25K in restricted common stock for services rendered.





**Net
      cash used in investing activities.** Net
      cash
      used in investing activities for the fiscal year ending February 28, 2006 were
      $117,251 compared to the same period in the prior year of $12,434. The 2006
      increase in cash used by investment activities was primarily due to the purchase
      of $135K in equipment and tooling.





**Net
      cash used in financing activities.** Net
      cash
      provided by financing activities for the fiscal year ending February 28, 2006
      was $934,110 compared to the same period in the prior year of $31,710. The
      2006
      increase in cash provided by financing activities was due to the sale of $1,014K
      in restricted common stock, combined with the borrowing of $50K under one of
      the
      Company’s lines of credit. This increase in cash provided was partially reduced
      by the following - (1) $85K repayment of related party advances; (2) $33K
      purchase of treasury shares; and (3) payment of $12K in finders fees relating
      to
      the sale of certain restricted stock.


**Fiscal
      year ending February 28, 2005 compared to the corresponding period in
      2004.**





Selected
                Financial Data
            2004
            2005
            Year
                Over Year
              Change
            %Sales
            $468,420
            $341,106
            ($127,314)
            (27)Cost
                of sales
            $307,175
            $155,113
            ($152,062)
            (50)Gross
                profit
            $161,245
            $185,993
            $
                24,748
            15General
                & administrative expenses
            $239,897
            $272,762
            $
                30,865)
            14Consulting
                fees to related parties
            $
                -0-
            $
                35,292
            $
                35,292
            -Interest
                expense to related parties
            $117,584
            $124,629
            $
                7,045
            6Net
                cash used in operating activities
            ($36,643)
            ($64,262)
            $
                27,619
            74Net
                cash used in investing activities
            ($15,956)
            ($12,434)
            ($
                3,522)
            (22)Net
                cash provided financing activities
            $115,670
            $
                31,710
            ($
                83,960)
            (73)








14





**Sales.** In the
      fiscal year ending February 28, 2005, sales were $341,106 compared to the same
      period in the prior year with sales of $468,420. The decrease in sales is
      primarily attributable to the reduction in sales to Wellness Enterprises, a
      direct marketing company, with current year sales of $32,559 compared to the
      same period in the prior year of $223,935. This reduction in sales was partially
      offset by increased sales to Team in Focus (from $nil to $54K) and Phillips
      Publishing (from $19K to $48K).





**Cost
      of sales and gross profit.** In
      the
      fiscal year ending February 28, 2005, cost of sales was $155,113 compared to
      the
      same period in the prior year with sales of $307,175. Gross profit increased
      to
      $185,993 compared to the same period in the prior year of $161,245. The gross
      profit percentage for the fiscal year ending February 28, 2005 was 54 percent
      compared to 34 percent to the same period in the prior year. This increase
      in
      gross profit percentage is attributable to decreased cost for outside assembly
      labor combined with change in product mix, as previously noted the Company
      decreased selling product to a direct marketing company.





**General
      & administrative expenses.** In
      the
      fiscal year ending February 28, 2005, general and administrative expenses were
      $272,762 compared to the same period in the prior year of $239,897. This
      increase in general and administrative expenses was primarily due to $38K in
      consulting fees paid to two contractors who assisted with the company’s
      accounting department. This increase in expenses was partially offset by
      decreases in other administrative costs (i.e. telephone, utilities, etc.) due
      to
      decreased sales and production efforts.





**Consulting
      fees to related parties.** In
      the
      fiscal year ending February 28, 2005, consulting fees to related parties were
      $35,292 compared to the same period in the prior year of $nil. This increase
      in
      consulting fees was due to the engagement of two officers / consultants, Messrs.
      Richard Parsons and Jim Place, during December 2004. Both Messrs. Parsons and
      Place received restricted common stock at below the estimated market value
      upon
      commencement of providing services to the Company. The increase in consulting
      expense relates to the amortization of the discount on the restricted common
      stock.





**Interest
      expense to related parties.** In
      the
      fiscal year ending February 28,2005, interest expense to related parties were
      $124,629 compared to the same period in the prior year of $117,584. The slight
      increase in interest expense was due to the amortization of the beneficial
      conversion feature of the warrants issued to the TAM Trust during March 2004
      for
      its continued financial support.





**Net
      loss.** Even
      though net loss for the fiscal year ending February 28, 2005 were negative
      by
      $250K, $125K in financing costs with TAM the primary lender, the amortization
      of
      $89K in officer stock compensation who received no salaries and a claim
      settlement of $31K were the primary reasons for the result.





**Net
      cash operating activities** .
      Net
      cash used in operating activities for the fiscal year ending February 28, 2005
      were $64,262 compared to the same period in the prior year of $36,643. During
      the fiscal year ending February 28, 2005, the Company funded its operations
      by
      sale of restricted common stock. During the fiscal year ending February 28,
      2005, the net loss from operations of $250K was offset by $ 211K of non-cash
      expenditures. These non-cash expenses primarily relate to the amortization
      of
      $89K in officer stock compensation, depreciation and amortization expense of
      $34K, the issuance of $31K in restricted common stock for services rendered
      and
      the issuance of stock to settle a claim, valued at $29K.





15





**Net
      cash investing activities.** Net
      cash
      used in investing activities for the fiscal year ending February 28, 2005 were
      $12,434 compared to the same period in the prior year of $15,956. The 2005
      decrease in cash used by investment activities was primarily due to the proceeds
      from a sale of a vehicle.





**Net
      cash financing activities.** Net
      cash
      provided by financing activities for the fiscal year ending February 28, 2005
      was $31,710 compared to the same period in the prior year of $115,670. The
      2005
      decrease in cash provided by financing activities was due to the prior year
      advances from related parties of $115,226 compared to $1,000 in the current
      fiscal year combined with the repayment of $60K in advances from related
      parties. This decrease in cash provided was partially offset by $91K in proceeds
      from sale of restricted common stock.





**Liquidity
      and capital resources** .





As
      of
      February 28, 2006 the Company had $635,569 in cash and $100,000 available
      borrowing under its two lines of credit. Both lines of credit do not contain
      any
      limitations on borrowing or any restrictive debt covenants. Over the next twelve
      months, management is confident that sufficient working capital will be obtained
      from a combination of revenues and external financing to meet the Company’s
      liabilities and commitments as they become payable. During May 2006, the Company
      did not renew one of its lines of credit totaling $50,000.





**CONTRACTUAL
                OBLIGATIONS, COMMITMENTS AND OFF BALANCE SHEET
                ARRANGEMENTS**The
                Company has various contractual obligations which are recorded as
                liabilities in the consolidated financialstatements.
                Other items, such as certain lease agreements are not recognized
                as
                liabilities in ourconsolidated
                financial statements but are required to be disclosed. For example,
                the
                Company is contractuallycommitted
                to make certain minimum lease payments to rent its current corporate
                location.The
                following table summarizes our significant contractual obligations
                on an
                undiscounted basis as of February 28,2006
                and the future periods in which such obligations are expected to
                be
                settled in cash or converted into the Company’s common stock. In addition,
                the table reflects the timing of principal and interest payments
                onoutstanding
                borrowings. Additional details regarding these obligations are provided
                in
                footnotes to theconsolidated
                financial statements, as referenced in the table:Payments
                Due by PeriodConvertibleLess
                than
            
            
            
            
            
            More
                than
            
            to
                commonTotal
            
            1
                year
            
            2
                years
            
            3
                years
            
            3
                years
            
            stockAccrued
                liabilities
            $
                262,106
            
            $
                70,556
            
            
            
            
            
            
            
            $
                191,550Line
                of credit
            50,000
            
            50,000








16








Accrued
                interest due to related party
            169,315
            
            
            
            
            
            
            
            169,315Notes
                payable to related parties
            363,150
            
            15,000
            
            
            
            
            
            363,150844,571
            
            120,556
            
            
            
            
            
            532,465
            
            191,550Other
                (1)
            146,016
            
            71,712
            
            74,304Total
                contractual obligations (2)
            $
                990,587
            
            $
                192,268
            
            $
                74,304
            
            $
                -
            
            $
                532,465
            
            $
                191,550(1)
                Other commitments comprise of operating lease agreement with Turner
                San
                Juan LLC through February 2008(2)
                Comprised of the following:Liabilities
                recorded on the balance sheet
            
            
            
            $
            844,571Commitments
                not recorded on the balance sheet
            
            
            
            146,016$
            990,587





The
      Company currently estimates monthly cash requirements of $26,000 to cover
      general and administrative overhead costs.





Consequently,
      we do not foresee the need for additional funding at least for the period ending
      February 28, 2007. As of the date of this filing, the TAM Irrevocable Trust
      has
      expressed a willingness to provide additional funding if required; however,
      an
      amount has not been discussed. Moreover, in the foreseeable future the Company
      does not believe additional funding is required.





**Capital
      expenditures** .





We
      do not
      expect any significant capital expenditures except for additional molds or
      tooling to supplement our existing capital equipment, which can be funded out
      of
      current cash flow.





**Research
      and development.**





The
      flip
      top container is being reengineered in design for greater ease of use and now
      includes disinfectant capabilities. The countertop is also been upgraded with
      more advanced filtration media for removal of contaminants and pollutants.
      The
      in-line filter is also being redesigned as


well
      to
      make it more applicable to field conditions.








17





**Employees.** ******





We
      anticipate no additional executive and non-executive hiring even with an
      increase in the business that can be handled through the addition of variable
      and independent plant contractors and outside consultants.





**Causes
      for any material changes from period to period** .





In
      the
      fiscal year ending February 28, 2006, sales were $751,844 compared to the same
      period in the prior year with sales of $341,106 and our backlog was $,000 as
      of
      February 28, 2006 compared to the same period in the prior year with backlog
      of
      $8,000. Therefore, sales for the fiscal year ending February 28, 2006 plus
      current backlog have more than doubled sales from the fiscal year ending
      February 28, 2005. Consequently, the business is improving with both new and
      current (international and domestic) customers purchasing product. As previously
      noted, gross profit margins have decreased slightly due to the Company recorded
      an inventory reserve for its countertop product combined with higher outside
      assembly labor and raw material costs. Additionally, patent expirations in
      2016
      and 2017 should have no impact on sales as the proprietary information is held
      as trade secrets by the Company.





**Critical
      Accounting Policies and Estimates**





Our
      discussion and analysis of our financial condition and results of operations
      are
      based upon our consolidated financial statements, which have been prepared
      in
      accordance with accounting principles generally accepted in the United States
      of
      America. The preparation of these financial statements requires us to make
      estimates and judgments that affect the reported amounts of assets liabilities,
      revenues and expenses and related disclosures of contingent assets and
      liabilities. On an ongoing basis, we evaluate our estimates, including those
      related to impairment of long-lived


assets.
      We base our estimates on historical experience and on various other assumptions
      that we believe to be reasonable under the circumstances, the results of which
      form the basis for making judgments about the carrying value of assets and
      liabilities that are not readily apparent from other sources. Significant
      estimates include the
      allowance for doubtful accounts, sales returns, inventory reserves, impairment
      of long-lived assets, deferred income tax valuation allowances and
      litigation .
      In
      addition, alternatives may exist among various accounting methods. In such
      cases, the choice of accounting method may also have a significant impact on
      reporting amounts. Actual results may differ from these estimates under
      different assumptions or conditions; however, we believe that the application
      of
      the following accounting policies, which are important to our financial position
      and results of operations, requires significant judgments and estimates on
      the
      part of management. For a summary of our significant accounting policies see
      Note 2 to the Consolidated Financial Statements.











18








**ITEM
      7. Financial Statements** ****





REPORT
      OF
      INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM









To
      the
      Board of Directors and




Stockholders
      of Seychelle Environmental Technologies, Inc.




We
      have
      audited the accompanying consolidated balance sheet of Seychelle Environmental
      Technologies, Inc. as of February 28, 2006, and the related statements of
      operations, changes in stockholders’ equity, and cash flows for the year then
      ended. These financial statements are the responsibility of the Company’s
      management. Our responsibility is to express an opinion on these consolidated
      financial statements based on our audit.




We
      conducted our audits in accordance with the standards of the Public Company
      Accounting Oversight Board (United States). Those standards require that we
      plan
      and perform the audit to obtain reasonable assurance about whether the financial
      statements are free of material misstatement. The Company is not required to
      have, nor were we engaged to perform, an audit of its internal control over
      financial reporting. Our audit included consideration of internal control over
      financial reporting as a basis for designing audit procedures that are
      appropriate in the circumstances, but not for the purpose of expressing an
      opinion on the effectiveness of the company’s internal control over financial
      reporting. Accordingly, we express no such opinion. An audit also includes
      examining, on a test basis, evidence supporting the amounts and disclosures
      in
      the financial statements, assessing the accounting principles used and
      significant estimates made by management, as well as evaluating the overall
      financial statement presentation. We believe that our audit provides a
      reasonable basis for our opinion.




In
      our
      opinion, the financial statements referred to above present fairly, in all
      material respects, the consolidated financial position of Seychelle
      Environmental Technologies, Inc. as of February 28, 2006, and the results of
      its
      operations and its cash flows the year then ended in conformity with accounting
      principles generally accepted in the United States of America.














Windes
      & McCaughry Accountancy




Corporation




Irvine,
      CA




6//13/06





























19





**SEYCHELLE
      ENVIRONMENTAL TECHNOLOGIES, INC.**


**CONSOLIDATED
      BALANCE SHEET**


**FEBRUARY
      28, 2006 AND 2005**





2006
            2005ASSETSCURRENT
                ASSETSCash
                and cash equivalents
            $
                635,569
            $
                23,782Trade
                receivables, net of allowance for doubtful accounts of $-0- and
                $2,047as
                of February 28, 2006 and 2005, respectively
            33,602
            20,047Inventories,
                net
            391,641
            313,754Prepaid
                expenses
            45,261
            -Total
                current assets
            1,106,073
            357,583PROPERTY
                AND EQUIPMENT, NET
            157,671
            99,826INTANGIBLE
                ASSETS, NET
            17,664
            121,567OTHER
                ASSETS
            6,742
            14,670Total
                non-current assets
            182,077
            236,063TOTAL
                ASSETS
            $
                1,288,150
            $
                593,646





See
      accompanying notes to consolidated financial statements.





20





**SEYCHELLE
      ENVIRONMENTAL TECHNOLOGIES, INC.**


**CONSOLIDATED
      BALANCE SHEET (CONTINUED)**


**FEBRUARY
      28, 2006 AND 2005**


LIABILITIES
                AND STOCKHOLDERS' EQUITY (DEFICIT)
            2006
            2005CURRENT
                LIABILITIESAccounts
                payable
            $
                61,010
            $
                25,179Accrued
                expenses
            262,106
            188,900Line
                of credit
            50,000
            -Accrued
                interest due to related parties
            169,315
            362,518Current
                portion of notes payable to related parties
            
            100,000Customer
                deposits
            29,048
            25,911Income
                taxes payable
            6,400
            8,397Total
                current liabilities
            577,879
            610,905NOTES
                PAYABLE TO RELATED PARTIES, less current portion
            363,150
            348,150COMMITMENTS
                AND CONTINGENCIESSTOCKHOLDERS'
                EQUITY (DEFICIT)Common
                stock $.001 par value - 50,000,000 shares
            22,458
            16,665authorized;
                22,458,384 and 16,665,646 shares issued andoutstanding
                as of February 28, 2006 and 2005, respectivelyAdditional
                paid-in capital
            5,392,553
            4,340,086Estimated
                value of warrants
            448,000
            -Accumulated
                deficit
            (4,957,934)
            (4,025,910)Unearned
                interest
            (353,523)
            (462,443)Unearned
                compensation
            (204,413)
            (333,807)Finders
                fees
            (11,800)
            -Total
                stockholders' equity (deficit)
            347,121
            (465,409)TOTAL
                LIABILITIES ANDSTOCKHOLDERS'
                EQUITY (DEFICIT)
            $
                1,288,150
            $
                593,646


See
      accompanying notes to consolidated financial statements.


21





SEYCHELLE
      ENVIRONMENTAL TECHNOLOGIES, INC.


CONSOLIDATED
      STATEMENTS OF OPERATIONS


For
      Fiscal Years Ending February 28, 2006 and 2005


2006
            2005SALES
            $
                751,844
            $
                341,106COST
                OF SALES
            430,134
            155,113Gross
                profit
            321,710
            185,993OPERATING
                EXPENSESSelling
            59,459
            27,425General
                and administrative
            591,557
            272,762Consulting
                fees due to related parties
            201,293
            35,292Impairment
                of intellectual property
            104,000
            -Total
                expenses
            956,309
            335,479LOSS
                FROM OPERATIONS
            (634,599)
            (149,486)OTHER
                INCOME (EXPENSES)Interest
                expense due to related parties
            (272,653)
            (124,629)Claim
                settlement
            -
            (31,360)Write-off
                of accrual for product return liability
            -
            61,630Gain
                (loss) on sale of vehicle / equipment
            (30,000)
            5,100Miscellaneous
                income (expense)
            6,396
            (10,078)Total
                other income (expense)
            (296,257)
            (99,337)








22








LOSS
                BEFORE PROVISIONFOR
                INCOME TAXES
            (930,856)
            (248,823)PROVISION
                FOR INCOME TAXES
            1,600
            1,600Net
                loss
            $
                (932,456)
            $
                (250,423)BASIC
                AND DILUTED (LOSS) PER SHARE
            $
                (0.05)
            $
                (0.02)WEIGHTED
                AVERAGE NUMBER OFSHARES:
                BASIC AND DILUTED
            17,969,317
            11,936,767


See
      accompanying notes to consolidated financial statements.





23














. SEYCHELLE ENVIRONMENTAL TECHNOLOGIES, INC.


CONSOLIDATED
      STATEMENTS OF CHANGES IN STOCKHOLDERS' DEFICIT


For
      Fiscal Years Ending February 28, 2006 and 2005


Preferred
            Preferred
            Common
            Common
            Additional
            Estimated
            Unissued
            
            
            
            
            TotalStock
            Stock
            Stock
            Stock
            Paid-in
            Value
                of
            stock
            Accumulated
            Unearned
            Unearned
            Finders
            StockholdersShares
            Amount
            Shares
            Amount
            Capital
            Warrants
            liability
            Deficit
            Interest
            Compensation
            Fees
            DeficitBalance,
                February 29, 2004
            8,000
            $80
            10,513,480
            $10,513
            $3,213,469
            -
            $20,000
            $(3,775,487)
            -
            -
            -
            $(531,425)Issuance
                of common stock
            -
            -
            200,000
            200
            19,800
            -
            (20,000)
            -
            -
            -
            -
            -Contributed
                executive services
            -
            -
            -
            -
            10,000
            -
            -
            -
            -
            -
            -
            10,000Issuance
                of common stock forcompensation
                and services
            -
            -
            125,000
            125
            9,500
            -
            -
            -
            -
            -
            -
            9,625Issuance
                of common stockto
                employees
            -
            -
            70,000
            70
            21,280
            -
            -
            -
            -
            -
            -
            21,350Issuance
                of common stock forCash
            -
            -
            541,166
            541
            90,561
            -
            -
            -
            -
            -
            -
            91,102


24








Issuance
                of common stock inexchange
                for debt
            -
            -
            55,000
            55
            42,307
            -
            -
            -
            -
            -
            -
            42,362Issuance
                of common stockfor
                technology
            -
            -
            32,000
            32
            5,868
            -
            -
            -
            -
            -
            -
            5,900Issuance
                of common stockfor
                claim settlement
            -
            -
            84,000
            84
            29,316
            -
            -
            -
            -
            -
            -
            29,400Conversion
                of preferred tocommon
                stock
            (8,000)
            (80)
            4,500,000
            4,500
            (4,420)
            -
            -
            -
            -
            -
            -
            -





See
      accompanying notes to consolidated financial statements.





25





SEYCHELLE
      ENVIRONMENTAL TECHNOLOGIES, INC.


CONSOLIDATED
      STATEMENTS OF CHANGES IN STOCKHOLDERS' DEFICIT


For
      Fiscal Years Ending February 28, 2006 and 2005


Preferred
            Preferred
            Common
            Common
            Additional
            Estimated
            Unissued
            
            
            
            
            TotalStock
            Stock
            Stock
            Stock
            Paid-in
            Value
                of
            Stock
            Accumulated
            Unearned
            Unearned
            Finders
            StockholdersShares
            Amount
            Shares
            Amount
            Capital
            Warrants
            Liability
            Deficit
            Interest
            Compensation
            Fees
            DeficitDiscount
                factor on commonstock
                issued to consultantsat
                below fair value
            -
            -
            65,000
            65
            22,685
            -
            -
            -
            -
            -
            -
            15,167Discount
                factor on commonstock
                issued to officersat
                below fair value
            -
            -
            480,000
            480
            225,120
            -
            -
            -
            -
            (206,800)
            -
            18,800Beneficial
                conversion featureon
                warrants issued toofficers
                at below fair value
            -
            -
            -
            -
            55,275
            -
            -
            -
            -
            (49,133)
            -
            6,142Beneficial
                conversion featureon
                warrants issued to noteholder
                at below fair value
            -
            -
            -
            -
            27,225
            -
            -
            -
            (24,200)
            -
            -
            3,025


26








Discount
                factor on commonstock
                issued to officersat
                below fair value
            -
            -
            -
            -
            79,100
            -
            -
            -
            -
            (70,291)
            -
            8,809Discount
                factor on commonstock
                issued to noteholder
                at below fair value
            -
            -
            -
            -
            493,000
            -
            -
            -
            (438,243)
            -
            -
            54,757Net
                loss from fiscal year ending February 28, 2005
            -
            -
            -
            -
            -
            
            -
            (250,423)
            
            -
            -
            (250,423)Balance,
                February 28, 2005
            0
            0
            16,665,646
            16,665
            4,340,086
            -
            -
            (4,025,910)
            (462,443)
            (333,807)
            -
            (465,409)


See
      accompanying notes to consolidated financial statements.





27











Preferred
            Preferred
            Common
            Common
            Additional
            Estimated
            Unissued
            
            
            
            
            TotalStock
            Stock
            Stock
            Stock
            Paid-in
            Value
                of
            Stock
            Accumulated
            Unearned
            Unearned
            Finders
            StockholdersShares
            Amount
            Shares
            Amount
            Capital
            Warrants
            Liability
            Deficit
            Interest
            Compensation
            Fees
            DeficitContributed
                executive services
            -
            -
            -
            -
            10,000
            -
            -
            -
            -
            -
            -
            10,000Issuance
                of shares for services rendered
            -
            -
            64,300
            64
            18,344
            -
            -
            -
            -
            -
            -
            18,408Issuance
                of shares for compensation or services
            -
            -
            30,000
            30
            20,085
            -
            -
            -
            -
            -
            -
            7,200Issuance
                of common stock for cash
            -
            -
            2,474,225
            2,474
            564,282
            -
            -
            -
            -
            -
            -
            563,756Issuance
                of common shares with detachable stock warrants with conversion at
                below
                market value
            -
            -
            2,000,000
            2,000
            -
            448,000
            -
            -
            -
            -
            -
            450,000Issuance
                of shares to settle accrued interest to primary
                shareholder
            -
            -
            1,266,667
            1,267
            226,733
            -
            -
            -
            -
            -
            -
            228,000


28








Issuance
                of shares to primary lendor for continued financial
                support
            -
            -
            37,500
            38
            8,400
            -
            -
            -
            -
            -
            -
            8,438Issuance
                of shares for settlement of debt
            -
            -
            312,784
            312
            125,093
            -
            -
            -
            -
            -
            -
            125,405Issuance
                of shares to consultant for services performed
            -
            -
            37,500
            37
            8,401
            -
            -
            -
            -
            -
            -
            8,438Payment
                of finders fees
            -
            -
            -
            -
            -
            -
            -
            -
            -
            -
            (11,800)
            (11,800)Surrender
                of shares due to failure to perform services
            -
            -
            (250,000)
            (250)
            (32,250)
            -
            -
            -
            -
            -
            -
            (32,500)Repurchase
                of shares from investor
            -
            -
            (210,238)
            (210)
            (32,636)
            -
            -
            -
            -
            -
            -
            (32,846)Beneficial
                conversion featureon
                warrants issued to note holderat
                below fair value
            -
            -
            -
            -
            120,000
            -
            -
            -
            (120,000)
            -
            -
            -





29








Discount
                factor on common stock / warrants issued to primary lendor at below
                fair
                value
            -
            -
            -
            -
            -
            -
            -
            -
            228,920
            -
            -
            228,920Beneficial
                conversion feature on warrantsissued
                to consultantsat
                below fair value
            -
            -
            30,000
            300
            8,700
            -
            -
            -
            -
            (9,000)
            -
            -Discount
                factor on common stock / warrants issued to officers at below fair
                value
            -
            -
            -
            -
            -
            -
            -
            -
            -
            192,854
            -
            192,854Discount
                factor on common stock issued to consultants at below fair
                value
            -
            -
            -
            -
            -
            -
            -
            -
            -
            3,517
            -
            3,517Discount
                factor on warrantsissued
                to consultantat
                below fair value
            -
            -
            -
            -
            15,000
            -
            -
            -
            -
            (15,000)
            -
            -





30








Discount
                factor on warrants issued to employee at below fair value
            -
            -
            -
            -
            15,000
            -
            -
            -
            -
            (15,000)
            -
            -Net
                loss from fiscal year ending February 28, 2006
            -
            -
            -
            -
            -
            -
            -
            (932,456)
            
            -
            -
            (932,456)Balance,
                February 28, 2006
            0
            0
            22,448,384
            $22,458
            $5,404,33
            $448,000
            -
            ($4,957,934)
            ($353,523)
            ($204,413)
            ($11,800)
            $
                347,121





See
      accompanying notes to consolidated financial statements





31











SEYCHELLE
      ENVIRONMENTAL TECHNOLOGIES, INC.


CONSOLIDATED
      STATEMENTS OF CASH FLOWS


Fiscal
      Years Ending February 28, 2006 and 2005





2006
            2005CASH
                FLOWS FROM OPERATING ACTIVITIESNet
                loss
            $
                (932,456)
            $
                (250,423)Adjustments
                to reconcile net loss to net cash used by operating
                activities:Depreciation
                and amortization
            26,407
            33,868Compensation
                and interest expense on stock and warrants
            422,519
            106,700Contributed
                executive services
            10,000
            10,000Stock
                issued for services
            25,350
            30,975Stock
                issued for claim settlement
            -
            29,400Allowance
                for doubtful accounts
            2,047
            9,018Impairment
                of intellectual property
            104,000
            -(Reversal)
                Provision for slow moving inventory
            79,789-
            (162,700)Write
                off of product return liability
            -
            (61,630)Gain
                (loss) on disposal of vehicle / equipment
            (30,000)
            (5,100)Return
                of shares due to failure to perform services
            (32,500)
            -Changes
                in operating assets and liabilities:Trade
                receivables
            (15,602)
            7,624Inventories
            (157,676)
            (118,333)Prepaid
                expenses and other assets
            (37,329)
            -Accounts
                payable
            35,831
            (8,171)Accrued
                expenses
            198,611
            (349)Accrued
                interest due to related parties
            34,797
            124,559Income
                tax payable
            (1,997)
            1,600Customer
                deposits
            3,137
            26,000Net
                cash used by operating activities
            (205,072)
            (64,262)CASH
                FLOWS FROM INVESTING ACTIVITIESProceeds
                from sale of vehicle / equipment
            20,000
            5,800Purchase
                of equipment
            (135,811)
            (18,234)Increase
                in patents
            (1,440)
            -Net
                cash used by investing activities
            (117,251)
            (12,434)





See
      accompanying notes to consolidated financial statements.





32





SEYCHELLE
      ENVIRONMENTAL TECHNOLOGIES, INC.


CONSOLIDATED
      STATEMENTS OF CASH FLOWS (CONTINUED)


Fiscal
      Years Ending February 28, 2006 and 2005





2006
            2005CASH
                FLOWS FROM FINANCING ACTIVITIESProceeds
                from sale of common stock
            $
                1,013,756
            $
                91,102Purchase
                of Treasury shares
            (32,846)
            -Payment
                of finders fees
            (11,800)
            -Proceeds
                from line of credit
            50,000
            -Proceeds
                from related party advances
            -
            1,000Repayments
                on related party notes payable
            (85,000)
            (60,392)Net
                cash provided by financing activities
            934,110
            31,7100NET
                INCREASE (DECREASE) IN CASH & CASH EQUIVALENTS
            611,787
            (44,987)Cash
                & cash equivalents, beginning of year
            23,782
            68,768Cash
                & cash equivalents, end of year
            $
                635,569
            $
                23,782SUPPLEMENTAL
                DISCLOSURE OF CASH FLOW INFORMATIONCash
                paid during the year for:Interest
            $
                -
            $
                -Income
                taxes
            $
                1,997
            $
                -NON-CASH
                INVESTING AND FINANCING ACTIVITIESStock
                issued for services
            $
                25,350
            $
                30,975Stock
                issued for settlement of debt
            $
                125,405
            $-Stock
                issued for accrued interest
            $228,000
            -Stock
                issued for settlement of claim
            $-
            $
                29,400Return
                of shares due to non-performance of services
            $
                32,500
            -Stock
                issued for purchase of technology
            $-
            $
                5,900




See
      accompanying notes to consolidated financial statements.


33





SEYCHELLE
      ENVIRONMENTAL TECHNOLOGIES, INC.





NOTES
      TO
      CONSOLIDATED FINANCIAL STATEMENTS





As
      of
      February 28, 2006





SEYCHELLE
      ENVIRONMENTAL TECHNOLOGIES, INC.





NOTES
      TO
      CONSOLIDATED FINANCIAL STATEMENTS





As
      of
      February 28, 2006





ORGANIZATION
      AND DESCRIPTION OF BUSINESS





Organization





Seychelle
      Environmental Technologies, Inc. (“SET”), was incorporated under the laws of the
      State of Nevada on January 23, 1998 as a change in domicile to Royal Net, Inc.,
      a Utah corporation that was originally incorporated on January 24, 1986. Royal
      Net, Inc. changed its state of domicile to Nevada and its name to Seychelle
      Environmental Technologies, Inc. effective in January 1998.





Seychelle
      Water Technologies (“SWT”) was formed as a corporation in February 1997 under
      the laws of the state of Nevada for the purpose of marketing the products of
      Aqua Vision International (“Aqua Vision”), a private California entity operating
      since 1996. Prior to January 1998, SWT operations were limited primarily to
      fundraising and marketing activities.





On
      January 30, 1998, SET entered into a stock exchange agreement with SWT, whereby
      SWT shareholders emerged as the majority stockholder of SET. This reverse
      acquisition resulted in SWT becoming a wholly owned subsidiary of SET. SWT
      had
      no material operations for each of the eight fiscal years ending February 28,
      2006.





On
      January 31, 1998, SET attempted a purchase of the assets of Aqua Vision for
      $9.5
      million. Only $1.2 million was paid to the Aqua Vision owners and the
      transaction was not consummated. Effective February 28, 1999, the Company
      revised its Purchase Agreement and issued 8,000 shares of its Series “AAA”
Preferred Stock Cumulative Preferred Voting Stock (described in Note 8) to
      Aqua
      Vision’s owners. As a result, Aqua Vision’s owners became the ultimate
      controlling stockholder of SET. Because the assets were acquired from existing
      shareholders, the $1.2 million payment was treated as a distribution and the
      Series “AAA” stock issuance was treated as a recapitalization.





34








SEYCHELLE
      ENVIRONMENTAL TECHNOLOGIES, INC.





NOTES
      TO
      CONSOLIDATED FINANCIAL STATEMENTS





As
      of
      February 28, 2006





NOTE
      1:  ORGANIZATION
      AND DESCRIPTION OF BUSINESS, continued





Description
      of Business





The
      Company designs, manufactures and supplies water filtration systems to the
      general public. These systems range from portable water bottles that can be
      filled from nearly any available source to units, which provide entire water
      facilities at the point of entry for a facility. There are a number of
      established companies in the water filtration business, with no one company
      dominating the business.





Significant
      Agreements





During
      June 2002, the Company entered into an exclusive agreement with Heibei R.O.
      Environmental Technologies, whereby the Company can sell reverse osmosis-based
      products, which are currently being developed in China. Additionally, the
      agreement allows the Company to produce all portable filtration products in
      China. During the fourth quarter of fiscal 2006, the Company commenced
      production in China. As of February 28, 2006, the Company has prepaid inventory
      in China of approximately $33,000. The Company believes this agreement will
      allow the Seychelle brand to be sold at a very competitive price to US, China,
      Asia and other international markets.





Also,
      during June 2002, the Company entered into a License Agreement for a product
      known as the “Hand Pump Technology.” The Company licensed all proprietary rights
      associated with this technology and the trademark Aqua Gear TM. The Company
      will
      pay a two percent royalty and a one- percent license of trademark fee on any
      sales using this technology during the term of the license. The License
      Agreement is for an initial term of five years, with five successive five year
      renewals. This offers the Company an additional proprietary product in the
      portable filtration industry. The Company believes that this purchase
      compliments our current product line. As of the date of this filing, this
      technology has resulted in product called Pump N’ Pure which allows the user to
      draw filtered water from virtually any container or location. The Company
      continues to believe that the product will be viable in developing countries
      as
      an emergency preparedness product, and for families where cost is a prime
      consideration.


35





SEYCHELLE
      ENVIRONMENTAL TECHNOLOGIES, INC.





NOTES
      TO
      CONSOLIDATED FINANCIAL STATEMENTS





As
      of
      February 28, 2006





NOTE
      1:  ORGANIZATION
      AND DESCRIPTION OF BUSINESS, continued





During
      2005,the Company attempted to enter into an agreement with Vortex, acompany
      in
      Japan to market and sell the Company’s entire product line on an exclusive basis
      throughout Japan. However, they never signed the agreement but are representing
      us on a non-exclusive basis.





Seychelle
      has signed a five (5) year exclusive distribution agreement with Confident,
      Inc.
      to sell its water filtration products in the markets of The Peoples Republic
      of
      China, Taiwan, Singapore and Hong Kong. Under the agreement, to maintain
      exclusivity, Confident, Inc. has to purchase from Seychelle a minimum of one
      million dollars ($1,000,000) of product the first year, with a minimum volume
      increase of fifty percent (50%) in each of the succeeding years over the
      previous year’s minimum purchase requirement. Upon signing the agreement on
      January 4, 2006, Confident, Inc. placed an initial product order for $50,000.
      During the fiscal year ending February 28, 2006, total sales to Confident,
      Inc.
      and affiliated entities approximated $90,000. The agreement is subject to
      cancellation and is outlined in the agreement..





Seychelle
      has also signed a ten (10) year exclusive distribution/manufacturing agreement,
      subject to certain restrictions, with ABMS Health Care Pvt. Ltd. to sell its
      water filtration products on a non-exclusive basis in India.





The
      Company sells its products throughout the United States and internationally.
      Geographic information for the fiscal years ending February 28, 2006 and 2005
      is
      as follows:





2006
            2005Water
                filtration products sold toexternal
                customers (1) (2) in:The
                United States
            $523,077
            $173,213Pakistan
            91,700
            -China
            90,000
            -Asia
            35,115
            167,893United
                Kingdom
            11,952
            -Total
            $751,844
            $341,106


36


(1)   Sales
      to
      external customers are attributed based on the country of residence of the
      customer.





(2)  Long
      lived assets outside the United States included $96,500 and $50,000 in tooling
      costs located in China at February 28, 2006 and 2005, respectively.





Principles
      of Consolidation





The
      accompanying consolidated financial statements include the accounts of SET
      and
      its wholly owned subsidiary, SWT, (collectively the “Company”). All significant
      inter-company transactions and balances have been eliminated.





NOTE
      2:  SUMMARY
      OF SIGNIFICANT ACCOUNTING POLICIES





Basis
      of Presentation





The
                Company’s consolidated financial statements are prepared using accounting
                principles generally accepted in the United States of America applicable
                to a going concern, which contemplates the realization of assets
                and
                liquidation of liabilities in the normal course of business. The
                Company
                has experienced recurring losses from operations and has an accumulated
                deficit of $4,957,934 as of February 28, 2006. These factors, among
                others, raise substantial doubt as to its ability to have the necessary
                resources to market the Company’s new
                products.





In
      order
      to continue as a going concern, the Company needs to develop a reliable source
      of revenues, and achieve a profitable level of operations. During
      the fiscal year ending February 28, 2006, the Company funded its operations
      by
      sale of restricted common stock.  As
      of
      February 28, 2006 the Company had $635,569 in cash and $100,000 available
      borrowing under its two lines of credit. Both lines of credit do not contain
      any
      limitations on borrowing or any restrictive debt covenants. Over the next twelve
      months, management believes that sufficient working capital will be obtained
      from a combination of revenues and external financing to meet the Company’s
      liabilities and commitments as they become payable. As of the date of this
      filing, the TAM Irrevocable Trust has expressed a willingness to provide
      additional funding if required; however, an amount has not been discussed.
      The
      Company currently estimates monthly cash requirements of $26,000 to cover
      general and administrative overhead costs.





Accordingly,
      the consolidated financial statements are accounted for as if the Company is
      a
      going concern and do not include any adjustments relating to the recoverability
      and classification of recorded asset amounts or the amount and classification
      of
      liabilities or other adjustments that might be necessary should be Company
      be
      unable to continue as a going concern.


37





SEYCHELLE
      ENVIRONMENTAL TECHNOLOGIES, INC.





NOTES
      TO
      CONSOLIDATED FINANCIAL STATEMENTS





As
      of
      February 28, 2006


Revenue
      Recognition





The
      Company recognizes revenue when persuasive evidence of an arrangement exists,
      delivery has occurred, the price to the buyer is fixed or determinable and
      collectibility is reasonably assured. These criteria are typically met when
      product is shipped. Revenue is not recognized at the time of shipment if these
      criteria are not met.




Cost
      of Sales





Cost
      of
      sales is comprised primarily of the cost of purchased product, as well as,
      labor, inbound freight costs and other material costs required to complete
      products.





Shipping
      and handling





All
      amounts billed to a customer in a sales transaction related to shipping and
      handling represent revenues earned and is reported as revenue. Costs incurred
      by
      the Company for shipping and handling, including transportation costs paid
      to
      third party shippers, are reported as a cost of sale expense.





General
      and Administrative Expenses





General
      and administrative expense is comprised primarily of legal and accounting fees
      incurred to assist the Company in catching up with SEC filings, consulting
      costs
      for outside accounting personal and design and engineering projects, salaries
      and related costs for an administrative assistant hired during June 2005 and
      other administrative costs (i.e. telephone, utilities, etc.) to support
      operations.





Product
      Return Reserve





The
      Company provides a reserve for returned products. Such costs are included in
      cost of sales. Total costs for returned products for the fiscal years ending
      February 28, 2006 and 2005 was $nil.





Management
      reviews and estimates reserve for returned products on a regular basis. Although
      management believes its evaluations are sound, it is at least reasonably
      possible that such estimates may change in the near term. During the fiscal
      year
      ending February 28, 2005, the Company adjusted its reserve for returned products
      as no products had been returned to the Company during the three fiscal years
      ending February 28, 2005.


38


SEYCHELLE
      ENVIRONMENTAL TECHNOLOGIES, INC.





NOTES
      TO
      CONSOLIDATED FINANCIAL STATEMENTS





As
      of
      February 28, 2006





NOTE
      2:  SUMMARY
      OF SIGNIFICANT ACCOUNTING POLICIES, continued





Seychelle
      has an unconditional return policy for the first 90 days. Customers may return
      the product for a full refund, or they may receive a replacement at no charge.
      The same policy applies to any product sold from the period 91 days after
      purchase to one year, for any defects in materials or workmanship.





Accordingly,
      the consolidated financial statements are accounted for as if the Company is
      a
      going concern and do not include any adjustments relating to the recoverability
      and classification of recorded asset amounts or the amount and classification
      of
      liabilities or other adjustments that might be necessary should be Company
      be
      unable to continue as a going concern.





Inventories





Inventories
      are stated at the lower of cost or market. Cost is determined using the average
      cost method and consist of the following as of February 29, 2006 and
      2005:





2006
            2005Raw
                materials
            $161,066
            $
                169,427Work
                in progress
            105,760
            34,513Finished
                goods
            204,604
            109,814471,430
            313,754Reserve
                for obsolete or
              slow
                moving inventory
            (79,789)
            -Net
                inventories
            $391,641
            $
                313,754





Finished
      goods inventory includes material, labor and manufacturing overhead
      costs.





reasonably
      possible that such estimates may change in the near term. During the fiscal
      year
      ending February 28, 2005, the Company scrapped its previously identified slow
      moving and obsolete inventory of approximately $162,000.





39


SEYCHELLE
      ENVIRONMENTAL TECHNOLOGIES, INC.





NOTES
      TO
      CONSOLIDATED FINANCIAL STATEMENTS





As
      of
      February 28, 2006





NOTE
      2:  SUMMARY
      OF SIGNIFICANT ACCOUNTING POLICIES, continued





Property
      and Equipment





Management
      reviews and estimates realization of inventory on a regular basis with respect
      to obsolete and slow moving inventory. During November 2005, the Company
      re-evaluated its countertop water filtration systems and determined that such
      product should be wholly reserved and recorded an inventory reserve adjustment
      of approximately $79,800. Although management believes its evaluations are
      sound, it is at least Property and equipment are stated at cost. Depreciation
      is
      computed using the straight-line method over the estimated useful lives of
      the
      depreciable assets. The estimated useful lives used in determining depreciation
      are three to five years for tooling and five years for computers, furniture
      and
      equipment and vehicles. Management evaluates useful lives regularly in order
      to
      determine recoverability taking into consideration current technological
      conditions. Maintenance and repairs are charged to expense as incurred;
      additions and betterments are capitalized. Upon retirement or sale, the cost
      and
      related accumulated depreciation of the disposed assets are removed, and any
      resulting gain or loss is recorded. Fully depreciated assets are not removed
      from the accounts until physical disposition. During the fiscal year ending
      February 28, 2006, the Company disposed of certain tooling, as well as, scrapped
      certain fully depreciated assets (Note 3).





Intangible
      Assets





Intangible
      assets include patents, product rights and technology costs. All patent, product
      rights and technology costs are capitalized and amortized over ten years using
      the straight-line method. The Company assesses whether there has been a
      permanent impairment of the value of intangible assets by considering factors
      such as expected future product revenues, anticipated product demand and
      prospects and other economic factors. During the fiscal year ending February
      28,
      2006, the Company determined that the Enviro(3)Care system was no longer
      economically feasible and recorded an impairment charge (Note 4).








40





SEYCHELLE
      ENVIRONMENTAL TECHNOLOGIES, INC.





NOTES
      TO
      CONSOLIDATED FINANCIAL STATEMENTS





As
      of
      February 28, 2006





NOTE
      2:  SUMMARY
      OF SIGNIFICANT ACCOUNTING POLICIES, continued


Accounting
      For Long-Lived Assets





Long-lived
      and intangible assets are reviewed for impairment whenever events or changes
      in
      circumstances indicate that the carrying value of an asset may not be
      recoverable. In that case, if the sum of the expected future cash flows is
      less
      than the carrying amount of the asset, an impairment loss is recognized for
      the
      difference between the carrying amount of the asset and the fair value of the
      asset.





Customer
      Deposits





Customer
      deposits represent advance payments received for products and is recognized
      as
      revenue in accordance with the Company’s revenue recognition
      policy.





Research
      and Development Expenses





Research
      and development costs are expensed as incurred and amounted to approximately
      $14,800 and $12,500 for the fiscal years ending February 28, 2006 and 2005,
      respectively, and are included in general and administrative expenses in the
      accompanying consolidated statements of operations.





Advertising
      Expenses





Advertising
      expenses are expensed as incurred. Total advertising expenses amounted to
      approximately $19,400 and $1,000 for the fiscal years ending February 28, 2006
      and 2005, respectively, and are included in selling expenses in the accompanying
      consolidated statements of operations.





Concentration
      of Credit Risks


*Cash*





The
      Company maintains its cash in various accounts at several financial
      institutions. At various times during the year, the amount on deposit with
      a
      single financial institution may exceed federal depository insurance limits.
      At
      February 28, 2006, the Company had balances on deposit approximating $478,000
      in
      excess of such limits. Management does not believe this represents a significant
      risk to the Company.





41





SEYCHELLE
      ENVIRONMENTAL TECHNOLOGIES, INC.





NOTES
      TO
      CONSOLIDATED FINANCIAL STATEMENTS





As
      of
      February 28, 2006





NOTE
      2:  SUMMARY
      OF SIGNIFICANT ACCOUNTING POLICIES, continued





Trade
      Receivables





The
      Company performs periodic credit evaluations of its customers’ financial
      condition and does not require collateral. Trade receivables generally are
      due
      in 30 days. Credit losses have consistently been within management’s
      expectations. An allowance for doubtful accounts is recorded when it is probable
      that all or a portion of trade receivables balance will not be
      collected.





For
      the
      fiscal years ending February 28, 2006 and 2005, SET had several customers,
      which
      individually accounted for at least 10% of total sales. The following table
      summarizes total sales and accounts receivable for the fiscal years then ended
      for these customers:





2006
            2006
            2005
            2005Sales
            Accounts
            Sales
            AccountsPercentage
            Receivable
            Percentage
            ReceivableCustomer
                1
            25%
            $6,100
            10%
            $
                -Customer
                2
            4%
            673
            16%
            2,041Customer
                3
            12%
            -
            -%
            -Customer
                4
            12%
            -
            -%
            10-





During
      the fiscal year ending February 28, 2006, the Company has entered into several
      marketing and distribution agreements to sell its products internationally
      on
      both an exclusive and non-exclusive basis. Management believes that if the
      targeted revenues are not achieved, the revenues can be replaced through the
      sale of filters and related products to other direct marketing companies.
      However, there can be no assurance that this will occur which could result
      in an
      adverse effect on the Company’s financial condition or results of operations in
      the future.





*Account
      Payable*





For
      the
      fiscal years ending February 28, 2006 and 2005, SET had several vendors, which
      individually supplied at least 10% of total purchases. The following table
      summarizes total raw material purchases and accounts payable for the fiscal
      years then ended.





42





SEYCHELLE
      ENVIRONMENTAL TECHNOLOGIES, INC.





NOTES
      TO
      CONSOLIDATED FINANCIAL STATEMENTS





As
      of
      February 28, 2006





NOTE
                2:
            SUMMARY
                OF SIGNIFICANT ACCOUNTING POLICIES,
                continued





2006
            2006
            2005
            2005Purchase
            Accounts
            Purchase
            AccountsPercentage
            Payable
            Percentage
            PayableVendor
                1
            24%
            $
                7,407
            -
            $
                -Vendor
                2
            15%
            -
            18%
            -Vendor
                3
            -
            -
            11%%
            -





As
      previously noted, in China, the original manufacturing agreement with Hebei
      RO
      Environmental Technologies expired and was not renewed. Instead,
      the company signed an exclusive agreement with Huanghua Seychelle Plastic Co.
      Ltd. on September 1, 2005.





Income
      Taxes





The
      Company utilizes Statement of Financial Accounting Standards ("SFAS") No. 109,
      "Accounting for Income Taxes," which requires the recognition of deferred tax
      assets and liabilities for the expected future tax consequences of events that
      have been included in the financial statements or tax returns. Under this
      method, deferred tax assets and liabilities are determined based on temporary
      differences between the amount of taxable income and pretax financial income
      and
      between the tax bases of assets and liabilities and their reported amounts
      in
      the financial statements. Deferred tax assets and liabilities are included
      in
      the financial statements at currently enacted income tax rates applicable to
      the
      period in which the deferred tax assets and liabilities are expected to be
      realized or settled. Valuation allowances are established, when necessary,
      to
      reduce deferred tax assets to the amount expected to be realized.





Issuance
      of Stock for Services







SFAS
      No.
      123, "Accounting for Stock-Based Compensation," encourages, but does not
      require, companies to record compensation cost for stock-based employee
      compensation plans at fair value. The Company has elected to continue to account
      for employee stock-based compensation using the intrinsic method prescribed
      in
      Accounting Principles Board Opinion No. 25, "Accounting for Stock Issued to
      Employees," and related interpretations, as permitted by SFAS No. 123;
      accordingly, compensation






43









SEYCHELLE
      ENVIRONMENTAL TECHNOLOGIES, INC.







NOTES
      TO
      CONSOLIDATED FINANCIAL STATEMENTS





As
      of
      February 28, 2006





NOTE
      2:  SUMMARY
      OF SIGNIFICANT ACCOUNTING POLICIES, continued







expense
      for stock options is measured as the excess, if any, of the quoted market price
      of the Company's stock at the date of the grant over the amount an employee
      must
      pay to acquire the stock.






For
      stock
      options or other securities issued to non-employees, the issuance of such
      securities is accounted for based on the fair value of the consideration
      received or the fair value of the equity instruments issued, whichever is more
      reliably measurable. Compensation expense is recognized in the financial
      statements for securities granted to non-employees in the period in which the
      consideration is obtained from the non-employee.







Loss
      Per Common Share





Basic
      net
      loss per common share is computed by dividing net loss by the weighted average
      number of outstanding common shares (restricted and free trading) during the
      periods presented. Basic loss per share and diluted loss per share are the
      same
      amount because the impact of additional common shares that might have been
      issued under the Company’s stock option plan, warrants and convertible debt
      would be anti-dilutive.







Fair
      Value of Financial Instruments






Statement
      of Financial Accounting Standards (“SFAS”) No. 107, *Disclosures
      About Fair Value of Financial Instruments,* requires
      disclosure of fair value information about financial instruments when it is
      practicable to estimate that value. The carrying amounts of the Company’s
      financial instruments as of February 28, 2006 and 2005 approximate their
      respective fair values because of the nature of these instruments. Such
      instruments consist of accounts receivable and payable, inventory and certain
      accrued expenses. The fair value of the related party accrued liabilities and
      notes payable are not determinable.





44





SEYCHELLE
      ENVIRONMENTAL TECHNOLOGIES, INC.





NOTES
      TO
      CONSOLIDATED FINANCIAL STATEMENTS





As
      of
      February 28, 2006





NOTE
      2:  SUMMARY
      OF SIGNIFICANT ACCOUNTING POLICIES, continued





Management’s
      Estimates





The
      preparation of the consolidated financial statements in conformity with
      generally accepted accounting principles in the United States, 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 consolidated financial statements and the reported amounts
      of
      revenues and expenses during the reporting period. Significant estimates made
      in
      preparing the consolidated financial statements include the allowance for
      doubtful accounts, sales returns, inventory reserves, deferred income tax
      valuation allowances and litigation. To the extent there are material
      differences between estimates and the actual results, future results of
      operations will be affected.





NOTE
      2:  SUMMARY
      OF SIGNIFICANT ACCOUNTING POLICIES, continued





Segment
      Disclosures





SFAS
      No.
      131, “Disclosures About Segments of an Enterprise and Related Information”
requires public enterprises to report financial and descriptive information
      about reportable operating segments and establishes standards for related
      disclosures about product and services, geographic areas, and major customers.
      The Company evaluated SFAS No. 131 and determined that the Company operates
      in
      multiple segments (Note 18).





Reclassifications





Certain
      amounts in the 2005 financial statements have been reclassified to conform
      to
      the 2006 presentations. These reclassifications had no effect on previously
      reported results of operations or retained earnings.





In
      November 2004, the Financial Accounting Standards Board Statement issued SFAS
      No. 151, “Inventory Costs, an amendment of ARB No. 43, Chapter 4”, which
      clarifies the accounting for abnormal amounts of idle facility expense, freight,
      handling costs, and charges regardless of whether they meet the criterion of
“so
      abnormal” that was originally stated in Accounting Research Bulletin No. 43,
      chapter 4. In addition, SFAS No. 151 requires that the allocation of fixed
      production overheads to conversion costs be based on the normal capacity of
      the
      production





45


SEYCHELLE
      ENVIRONMENTAL TECHNOLOGIES, INC.





NOTES
      TO
      CONSOLIDATED FINANCIAL STATEMENTS





As
      of
      February 28, 2006





NOTE
      2:  SUMMARY
      OF SIGNIFICANT ACCOUNTING POLICIES, continued





facilities.
      SFAS No. 151 is effective for inventory costs incurred during  fiscal
      years beginning after June 15, 2005. Management does not expect the
      implementation of this new standard to have a material impact on its financial
      position, results of operations and cash flows





In
      December 2004, the FASB published SFAS 123R, “Share Based Payments” (“SFAS
      123R). SFAS 123R required that compensation cost related to share-based payment
      transactions be recognized in the financial statements. Share-based payment
      transactions within the scope of SFAS 123R include stock options, restricted
      stock plans, performance-based awards, stock appreciation rights and employee
      share purchase plans. The provisions of SFAS 123R are effective as of the first
      interim period that begins after June 15, 2005. In
      March
      2005, the SEC released Staff Accounting Bulletin No. 107, “Share-Based Payment”
(“SAB 107”), which provides interpretive guidance related to the interaction
      between SFAS 123(R) and certain SEC rules and regulations. It also provides
      the
      SEC staff’s views regarding valuation of share-based payment arrangements. In
      April 2005, the SEC amended the compliance dates for SFAS 123(R), to allow
      companies to implement the standard at the beginning of their next fiscal year,
      instead of the next reporting period beginning after June 15, 2005. The
      Company does not anticipate that the implementation of this standard will have
      a
      material impact on its financial statements.





On
      December 16, 2004, FASB issued Statement of Financial Accounting Standards
      No.
      153, “Exchanges of Nonmonetary Assets” (“SFAS 153”), an amendment of APB Opinion
      No. 29, “Accounting for Nonmonetary Transactions” (“APB 29”). This statement
      amends APB 29 to eliminate the exception for nonmonetary exchanges of similar
      productive assets and replaces it with a general exception of exchanges of
      nonmonetary assets that do not have commercial substance. Under SFAS 153, if
      a
      nonmonetary exchange of similar productive assets meets a commercial-substance
      criterion and fair value is determinable, the transaction must be accounted
      for
      at fair value resulting in recognition of any gain or loss. SFAS 153 is
      effective for nonmonetary transactions in fiscal periods that begin after June
      15, 2005. The Company does not anticipate that the implementation of this
      standard will have a material impact on its financial statements.





46








SEYCHELLE
      ENVIRONMENTAL TECHNOLOGIES, INC.





NOTES
      TO
      CONSOLIDATED FINANCIAL STATEMENTS





As
      of
      February 28, 2006





NOTE
      2:  SUMMARY
      OF SIGNIFICANT ACCOUNTING POLICIES, continued





In
      May
      2005, the FASB issued SFAS No. 154, “Accounting Changes and Error Corrections.”
This statement applies to all voluntary changes in accounting principle and
      requires retrospective application to prior periods’ financial statements of
      changes in accounting principle, unless this would be impracticable. This
      statement also makes a distinction between “retrospective application” of an
      accounting principle and the “restatement” of financial statements to reflect
      the correction of an error. This statement is effective for accounting changes
      and corrections of errors made in fiscal years beginning after December 15,
      2005. The Company does not anticipate that the implementation of this standard
      will have a material impact on its financial statements.





In
      June
      2005, the EITF reached consensus on Issue No. 05-6, Determining the Amortization
      Period for Leasehold Improvements (“EITF 05-6.”) EITF 05-6 provides guidance on
      determining the amortization period for leasehold improvements acquired in
      a
      business combination or acquired subsequent to lease inception. The guidance
      in
      EITF 05-6 will be applied prospectively and is effective for periods beginning
      after June 29, 2005.  EITF 05-6 is not expected to have a material effect
      on its consolidated financial position or results of operations.





In
      February 2006, FASB issued SFAS No. 155, “Accounting for Certain Hybrid
      Financial Instruments”. SFAS No. 155 amends SFAS No 133, “Accounting for
      Derivative Instruments and Hedging Activities”, and SFAS No. 140, “Accounting
      for Transfers and Servicing of Financial Assets and Extinguishments of
      Liabilities”.  SFAS No. 155, permits fair value remeasurement for any
      hybrid financial instrument that contains an embedded derivative that otherwise
      would require bifurcation, clarifies which interest-only strips and
      principal-only strips are not subject to the requirements of SFAS No. 133,
      establishes a requirement to evaluate interest in securitized financial assets
      to identify interests that are freestanding derivatives or that are hybrid
      financial instruments that contain an embedded derivative requiring bifurcation,
      clarifies that concentrations of credit risk in the form of subordination are
      not embedded derivatives, and amends SFAS No. 140 to eliminate the prohibition
      on the qualifying special-purpose entity from holding a derivative financial
      instrument that pertains to a beneficial interest other





47





SEYCHELLE
      ENVIRONMENTAL TECHNOLOGIES, INC.





NOTES
      TO
      CONSOLIDATED FINANCIAL STATEMENTS





As
      of
      February 28, 2006





NOTE
      2:  SUMMARY
      OF SIGNIFICANT ACCOUNTING POLICIES, continued





than
      another derivative financial instrument.  This statement is effective for
      all financial instruments acquired or issued after the beginning of the
      Company’s first fiscal year that begins after September 15, 2006. SFAS  No.
      155 is not expected to have a material effect on its consolidated financial
      position or results of operations.





NOTE
      3:  PROPERTY
      AND EQUIPMENT





The
      following is a summary of property and equipment at February 28, 2006 and
      2005:





2006
            2005Tooling
            $271,510
            $231,216Equipment
            36,602
            21,392Vehicles
            10,000
            33,433Furniture
                and fixtures
            15,465
            15,465Computer
                equipment
            16,956
            15,726Leasehold
                equipment
            1,000
            1,000351,533
            316,262Less:
                Accumulated depreciation
            206,810
            288,941Book
                Value
            144,723
            27,341Tooling
                not in service
            12,948
            72,485$
                157,671
            $99,826





As
      of
      February 28, 2006 and 2005, the Company had recorded $12,985 and $72,485,
      respectively, in reverse osmosis-based tooling to be used in China. Depreciation
      will be computed using the straight-line method over a period of 5
      years.





During
      the fiscal year ending February 28, 2006, the Company sold for $20,000 a
      pleating machine with an approximate cost of $25,000. Additionally, during
      2006,
      a countertop machine with a value of $25,000 was stolen from its location in
      China. The combined $30,000 loss on disposition of this equipment is included
      in
      other expenses in the accompanying consolidated statement of operations. Both
      of
      these items had previously been included in equipment not in service in the
      accompanying consolidated balance sheet.


48


SEYCHELLE
      ENVIRONMENTAL TECHNOLOGIES, INC.





NOTES
      TO
      CONSOLIDATED FINANCIAL STATEMENTS





As
      of
      February 28, 2006





NOTE
      3:  PROPERTY
      AND EQUIPMENT, continued





The
      carrying amount of all property and equipment is evaluated periodically to
      determine if adjustment to the useful life or to the un-depreciated balance
      is
      warranted. As of February 28, 2006, no event has been identified that would
      indicate an impairment of the value of property and equipment recorded in the
      accompanying consolidated financial statements.





Total
      depreciation expense for the fiscal years ending February 28, 2006 and February
      29, 2005 was approximately $25,100 and $24,800, respectively.





NOTE
      4:  INTANGIBLE
      ASSETS





The
      following is a summary of intangible assets at February 28, 2006 and
      2005:





2006
            2005Enviro
                Care technologies
            $
                -
            $
                104,000Hand
                pump
            8,000
            8,000Patents
            17,623
            16,18225,623
            128,182Less:
                Accumulated amortization
            7,959
            6,615$
                17,664
            $
                121,567





The
      estimated future amortization expense of intangible assets as of February 28,
      2006 for each of the five succeeding years is approximately $1,200.





The
      Company has a License Agreement for a product known as the “Hand Pump
      Technology.” The Company licensed all proprietary rights associated with this
      technology and the trademark Aqua Gear TM. The Company will pay a two percent
      royalty and a one- percent license of trademark fee on any sales using this
      technology during the term of the license. The Company intends to market this
      technology in the United States and internationally. In connection with the
      license agreement, the Company granted the licensor 50,000 shares of common
      stock valued at $0.16 per share, or $8,000. The shares were issued during March
      2002. The License Agreement is for an initial term of five years, with five
      successive five years renewals.


49





SEYCHELLE
      ENVIRONMENTAL TECHNOLOGIES, INC.





NOTES
      TO
      CONSOLIDATED FINANCIAL STATEMENTS





As
      of
      February 28, 2006





NOTE
      4:  INTANGIBLE
      ASSETS, continued







The
      carrying amount of all intangibles is evaluated periodically to determine if
      adjustment to the useful life or to the un-amortized balance is warranted.
      As of
      February 28, 2006, except for the impairment relating to the Enviro(3)Care
      system, no event has been identified that would indicate an impairment of the
      value of intangibles recorded in the accompanying consolidated financial
      statements.





NOTE
      5:  ACCRUED
      EXPENSES





Accrued
      expenses consist of the following at February 28, 2006 and 2005:





2006
            2005Accrued
                legal expenses
            $124,296
            $114,985Accrued
                accounting expenses
            95,346
            6,076Accrued
                rent
            -
            14,889Accrued
                claim settlement
            12,750
            12,750Accrued
                credit card purchases
            11,926
            19,134Accrued
                wages and benefits
            2,647
            1,932Other
                accrued expenses
            15,141
            19,134$262,106
            $188,900





During
      March 2006, the Company settled approximately $90,300 of its accrued accounting
      expenses as of February 28, 2006 through the payment of $25,000 cash and the
      issuance of 25,000 shares of the Company’s restricted common stock.





The
      accrued legal expenses represent the attorney fees the Company incurred in
      connection with the SWT stock exchange agreement and purchase of Aqua Vision
      (Note 1), of which approximately $113,500 will be paid in stock. Management
      does
      not believe however, that the stock will be issued during the foreseeable
      future.





The
      accrued settlement represents an estimate of the settlement of an
      employment-related claim, of which $12,750 will be paid in stock. Management
      does not believe however, that the stock will be issued during the foreseeable
      future.


50





SEYCHELLE
      ENVIRONMENTAL TECHNOLOGIES, INC.





NOTES
      TO
      CONSOLIDATED FINANCIAL STATEMENTS





As
      of
      February 28, 2006





NOTE
      6:  LINES
      OF
      CREDIT





During
      March 2005, the Company entered into two unsecured lines of credit agreements,
      totaling $150,000. The lines of credit bear interest at the institutions index
      rate (7.5% at February 28, 2006) plus two percent and are not repayable until
      March 31, 2006. The Company utilized proceeds of $50,000 from one line of credit
      was used to pay down the Note Payable to Related Parties (see Note 7). Both
      agreements do not contain any limitations on borrowing or any restrictive debt
      covenants. During April 2006, the Company decided not to renew one of its lines
      of credit.





NOTE
      7:
      NOTES PAYABLE TO RELATED PARTIES





As
      the
      February 28, 2006 and 2005, the Company received advances of $363,200 and
      $448,200 from the Company’s primary investor, TAM Irrevocable Trust (“TAM
      Trust”). These advances bear interest at 10 percent. As of February 28, 2006,
      the balance of the advances are not repayable until after March 1, 2011. The
      repayment of these advances is subordinate to the Company’s lines of credit (see
      Note 6).





As
      of
      February 28, 2006 and 2005, accrued interest on these advances was approximately
      $169,300 and $134,500, respectively, which is included in accrued interest
      due
      to related parties.





During
      April 2005, the Company settled this liability through the issuance of 1,266,667
      shares of common stock to the Company’s primary investor.





On
      March
      29, 2005, the Company granted the TAM Trust 500,000 warrants redeemable on
      restricted shares of the Company’s stock at a purchase price of $.225 per share.
      The warrants are to be distributed in equal installments commencing on December
      1, 2004, 2005 and 2006 and are exercisable through December 1, 2008. As the
      warrants provide for the purchase of common stock at below the Company’s market
      price on the date of grant, the Company recorded unearned interest relating
      to
      the estimated value of these warrants of $27,200. The Company is amortizing
      the
      estimated fair market value of the unearned interest over a three-year term.
      The
      Company has recorded amortization of approximately $9,100 and $3,000 for the
      fiscal years ending February 28, 2006 and 2005, respectively.





51








SEYCHELLE
      ENVIRONMENTAL TECHNOLOGIES, INC.





NOTES
      TO
      CONSOLIDATED FINANCIAL STATEMENTS





As
      of
      February 28, 2006





NOTE
      7:
      NOTES PAYABLE TO RELATED PARTIES, continued





Additionally,
      on March 29, 2005, the Company granted the TAM Trust 1,972,133 restricted shares
      of the Company’s common stock. These shares were granted at a price of $0.03 per
      share and vest over a three-year period, beginning November 1, 2004. As the
      TAM
      Trust was granted the common stock at below the Company’s market price on the
      date of grant, the Company recorded unearned interest relating to the estimated
      value of these shares of $493,000. The Company is amortizing the estimated
      fair
      market value of the unearned interest over a three-year term. The Company has
      recorded interest expense of approximately $164,300 and $54,800 for the fiscal
      years ending February 28, 2006 and 2005, respectively.





On
      July
      27, 2005, the Company granted the TAM Trust 2,000,000 warrants redeemable on
      restricted shares of the Company’s stock at a purchase price of $.225 per share.
      The warrants are exercisable any time after December 1, 2006 and expire December
      1, 2008. As the warrants provide for the purchase of common stock at below
      the
      Company’s market price on the date of grant, the Company recorded unearned
      interest relating to the estimated value of these warrants of $120,000. The
      Company is amortizing the estimated fair market value of the unearned interest
      over the period from date of grant through December 1, 2006. The Company has
      recorded interest expense of approximately $46,700 as of February 28,
      2006.





On
      January 23, 2006, the Company issued to the TAM Trust 37,500 common shares
      for
      continued financial support. As the common stock was issued at below the
      Company’s market price at the date of grant ($nil cost per share), the Company
      recorded interest expense relating to the estimated value of these shares of
      $8,437.





NOTE
      8:  CAPITAL
      STRUCTURE





Common
      Stock





The
      holders of Common Stock have one vote per share on all matters (including
      election of Directors) without provisions for cumulative voting. The Common
      Stock is not redeemable and has no conversion or preemptive rights.





52








SEYCHELLE
      ENVIRONMENTAL TECHNOLOGIES, INC.





NOTES
      TO
      CONSOLIDATED FINANCIAL STATEMENTS





As
      of
      February 28, 2006





NOTE
      8:  CAPITAL
      STRUCTURE -- continued





In
      the
      event of liquidation of the Company, the holders of Common Stock will share
      equally in any balance of the Company’s assets available for distribution to
      them after satisfaction of creditors and the holders of the Company’s preferred
      securities. The Company may pay dividends, in cash or in securities or other
      property, when and as declared by the Board of Directors from assets legally
      available. To date, the Company has not declared or paid dividends on its Common
      Stock.





On
      February 28, 2004, the Company received $20,000 in proceeds for the issuance
      of
      200,000 shares of common stock. The stock was delivered to the investor during
      March 2004. As of February 29, 2004, the Company recorded the proceeds as an
      un-issued stock liability in the accompanying consolidated financial
      statements.





During
      December 2004, the Company granted the TAM Irrevocable Trust restricted common
      stock of 1,266,667 shares,for interest from the period March 1, 2002 through
      February 28, 2005. The restricted common shares were distributed during the
      first quarter of the fiscal year ending February 28, 2006. The fair market
      value
      of the restricted shares was estimated at $228,000.





During
      the fiscal year ending February 28, 2005, the Company issued 125,000 shares
      for
      compensation; and 70,000 shares for services provided.





During
      the fiscal year ending February 28, 2005, the Company issued an aggregate of
      541,166 common shares to various investors for cash for an approximate total
      value of $91,100.





During
      the fiscal year ending February 28, 2005, the Company issued an aggregate of
      55,000 shares to various debt holders with an approximate total value of
      $42,400.





During
      the fiscal year ending February 28, 2005, the Company issued 32,000 shares
      to
      purchase tooling with an approximate value of $5,900.





53





SEYCHELLE
      ENVIRONMENTAL TECHNOLOGIES, INC.





NOTES
      TO
      CONSOLIDATED FINANCIAL STATEMENTS





As
      of
      February 28, 2006





NOTE
      8:
      CAPITAL STRUCTURE, continued





During
      the fiscal year ending February 28, 2005, the Company issued 84,000 shares
      to
      settle a claim with an approximate total value of $29,400.





During
      November 2004, the Company entered into a six-month consulting agreement with
      an
      individual to provide accounting services for the Company. As consideration
      for
      services to be rendered, the consultant received 65,000 restricted shares of
      the
      Company’s common stock. The common shares were distributed on November 1, 2004.
      The Company recorded unearned compensation relating to the estimated value
      of
      the shares of $22,750.





The
      Company has recorded amortization of approximately $7,600 and $15,100 for the
      fiscal years ending February 28, 2006 and 2005, respectively.





During
      December 2004, all Series AAA at 12% Cumulative Convertible Preferred Shares
      were converted into 4,500,000 shares of restricted common stock issued to the
      TAM Irrevocable Trust.





Additionally,
      on March 29, 2005, the Company granted the TAM Trust 1,972,133 restricted shares
      of the Company’s common stock. These shares were granted at a price of $0.03 per
      share and vest over a three-year period, beginning November 1, 2004. As the
      TAM
      Trust was granted the common stock at below the Company’s market price on the
      date of grant, the Company recorded unearned interest relating to the estimated
      value of these shares of $493,000. The Company is amortizing the estimated
      fair
      market value of the unearned interest over a three-year term. The Company has
      recorded interest expense of approximately $164,300 and $54,800 for the fiscal
      years ending February 28, 2006 and 2005, respectively.





During
      the fiscal year ending February 28, 2006, the Company issued an aggregate of
      4,248,334 common shares to various investors for cash for an approximate total
      value of $1,013,000.





54





SEY CHELLE
      ENVIRONMENTAL TECHNOLOGIES, INC.





NOTES
      TO
      CONSOLIDATED FINANCIAL STATEMENTS





As
      of
      February 28, 2006





NOTE
      8:  CAPITAL
      STRUCTURE, continued





During
      the fiscal year ending February 28, 2006, the Company issued 295,766 in
      restricted shares, estimated value $119,400, for accounting services provided
      in
      connection with Form 10 and other SEC filings.





During
      March 2005, a consultant surrendered to the Company 250,000 of common stock,
      valued at $32,500, due to failure to perform certain contractual
      obligations.





During
      the fiscal year ending February 28, 2006, the Company issued 30,000 shares
      for
      compensation; and 94,300 shares for services provided.








During
      the fiscal year ending February 28, 2006, a shareholder presented an opportunity
      to the Company to repurchase approximately 210,238 common shares, at prices
      under the market ranging from $0.15 to $0.17 that the Company accepted for
      an
      approximate total value of $32,800.





During
      January 2006, the Company issued to one of its officers 37,500 common shares,
      estimated value of $8,400, for services rendered.





During
      January 2006, the Company issued to its primary lender (TAM) 37,500 common
      shares, estimated value of $8,400, for continued financial support.





Preferred
      Stock





The
      Board
      of Directors has the authority to issue Preferred Stock and to fix and determine
      its series, relative rights and preferences to the fullest extent permitted
      by
      the laws of the State of Nevada and its articles of incorporation. As of
      February 28, 2006, three classes of Preferred Stock were authorized and none
      was
      outstanding.





Series
      “A” 13.5% Non Voting, Cumulative, Convertible Preferred Stock





Series
      “A” Preferred Stock has rights which are superior to all other securities of the
      Company, including upon liquidation and as to payment of dividends, if any,
      carries a cumulative dividend of 13.5% per annum, is non-voting, and is
      redeemable by the Company at any time at face value and is convertible into
      common shares of the Company at the lesser of $10 per share or 85% of the last
      five closing bid prices


55





SEYCHELLE
      ENVIRONMENTAL TECHNOLOGIES, INC.





NOTES
      TO
      CONSOLIDATED FINANCIAL STATEMENTS





As
      of
      February 28, 2006





NOTE
      8:  CAPITAL
      STRUCTURE, continued





During
      April 2001, the Company repurchased for $350,000 all issued and outstanding
      Series A 13.5 percent non-voting, cumulative preferred stock, $0.01 par value
      per share and settled all liability for dividends. This repurchase was done
      in
      conjunction with a comprehensive settlement agreement with the beneficial owner
      of the preferred stock. The stock repurchase was funded by a loan made by one
      of
      the Company’s principal stockholders.





Series
      “AA” Non Voting, Cumulative, Convertible Preferred Stock





Series
      “AA” Preferred Stock had rights superior to all other securities of the Company
      except to Series “A” Preferred Stock, including upon liquidation and as to
      payment of dividends, if any, carried a 10% cumulative dividend, was non-voting,
      redeemable by the Company at any time at face value and was convertible into
      common shares of the Company at 85% of the last five closing bid prices. On
      June
      14, 1999, all of the Series “AA” Non Voting, Cumulative Convertible Preferred
      Stock was converted into 1,337,509 shares of Common Stock at the original
      conversion terms.





Series
      “AAA” 12 % Cumulative, Convertible Preferred Shares





Series
      “AAA” Preferred Stock has rights, which are superior to all other securities of
      the Company except Series “A”, and the Series “AA” Preferred Stock, including
      upon liquidation and as to payment of dividends, if any. Series “AAA”
Cumulative, Convertible Preferred Voting Stock carries a 12% per annum dividend
      payable in stock or cash, is voting, with each share equal to 100 shares of
      Common Stock, and is redeemable, at the Company’s option, according to the
      following procedure: upon written notice of conversion from the holders, the
      Company shall have 45 days from receipt of such notice to repurchase for cash
      up
      to 2,000 shares of the Series “AAA” 12 % Cumulative, Convertible Preferred
      Shares at $1,000 per share.





In
      December 2004, all Series AAA at 12% Cumulative Convertible Preferred Shares
      were converted into 4,500,000 shares of restricted common stock issued to the
      TAM Irrevocable Trust. In addition, all dividends accrued and unpaid on the
      AAA
      Preferred were waived.





56





SEYCHELLE
      ENVIRONMENTAL TECHNOLOGIES, INC.





NOTES
      TO
      CONSOLIDATED FINANCIAL STATEMENTS





As
      of
      February 28, 2006





NOTE
      8:  CAPITAL
      STRUCTURE, continued





Consulting
      Agreements





During
      November 2004, the Company entered into consulting agreements with two officers
      to provide management consulting services for the Company. As consideration
      for
      services to be rendered, the consultants received 480,000 restricted shares
      of
      the Company’s common stock at a purchase price of $0.03 per share (below
      market). The common shares are to be distributed in equal installments
      commencing on December 1, 2004, 2005 and 2006. The first third vested on the
      effective date of the agreement as an enticement to enter into the agreement.





The
      fair
      market value for these options was estimated at the date of grant using a
      Black-Scholes security pricing model with the following assumptions for the
      fiscal year 2004: risk-free interest rate of 6.5%; expected life of the option
      of 3 years; zero dividend yield; and a volatility factor of the expected market
      price of SET common stock of 250%. The estimated fair market value of the stock
      as of November 30, 2004 was $225,600 and recorded to unearned compensation.
      The
      Company is amortizing the estimated fair market value of the unearned
      compensation over the three-year term of the consulting agreements. The Company
      has recorded compensation expense of approximately $75,200 and $18,800 for
      the
      fiscal years ending February 28, 2006 and 2005, respectively.





In
      November 2004 Mr. Parsons and Mr. Place joined the Company as Executive Vice
      President and Chief Operating Officer respectively. In March 2005 Mr. Parsons
      assumed additional responsibilities for International sales activities in Asia
      including China and India; and Mr. Place assumed additional responsibilities
      for
      Manufacturing, Operations and became acting Chief Financial
      Officer.





On
      March
      29, 2005, the Company expanded the consulting agreement with one officer to
      provide management-consulting services for the Company. As consideration for
      services to be rendered, the consultant received 316,312 restricted shares
      of
      the Company’s common stock at a purchase price of $0.03 per share (below
      market). The common shares are to be distributed in equal installments
      commencing  on
      December 1, 2004, 2005 and 2006.





57





SEYCHELLE
      ENVIRONMENTAL TECHNOLOGIES, INC.





NOTES
      TO
      CONSOLIDATED FINANCIAL STATEMENTS





As
      of
      February 28, 2006





NOTE
      8:  CAPITAL
      STRUCTURE, continued





The
      fair
      market value of the restricted shares as of November 30, 2004 was estimated
      at
      $79,100 and recorded to unearned compensation.  The
      Company is amortizing the estimated fair market value of the unearned
      compensation over the three-year term of the consulting agreement. The Company
      has recorded compensation expense of approximately $26,400 and $8,800 for the
      fiscal years ending February 28, 2006 and 2005, respectively.





Warrants





On
      March
      29, 2005, the Company expanded the consulting agreements with two officers
      to
      provide management-consulting services for the Company. As further consideration
      for services to be rendered, the consultants were granted 1,000,000 warrants
      redeemable on restricted shares of the Company’s stock at a purchase price of
      $.225 per share. The warrants are distributed in equal installments commencing
      on December 1, 2004, 2005 and 2006 but are exercisable through December 1,
      2008.
      The fair market value of the warrants as of November 30, 2004 was estimated
      at
      $55,300 and recorded to unearned compensation. The Company is amortizing the
      estimated fair market value of the unearned compensation over the three-year
      term of the consulting agreements. The Company has recorded compensation expense
      of approximately $18,400 and $6,100 for the fiscal years ending February 28,
      2006 and 2005, respectively.





On
      March
      29, 2005, the Company granted the TAM Trust 500,000 warrants redeemable on
      restricted shares of the Company’s stock at $.225 per share. The warrants are
      distributed in equal installments commencing on December 1, 2004, 2005 and
      2006
      but are exercisable through December 1, 2008. As the warrants provide for the
      purchase of common stock at below the Company’s market price on the date of
      grant, the Company recorded unearned interest relating to the estimated value
      of
      these warrants of $27,200. The Company is amortizing the estimated fair market
      value of the unearned interest over a three-year term. The Company has recorded
      interest expense of approximately $9,100 and $3,000 for the fiscal year ending
      February 28, 2006 and 2005, respectively.





58





SEYCHELLE
      ENVIRONMENTAL TECHNOLOGIES, INC.





NOTES
      TO
      CONSOLIDATED FINANCIAL STATEMENTS





As
      of
      February 28, 2006





NOTE
      8:
      CAPITAL STRUCTURE, continued





The
      fair
      market value for these warrants was estimated at the date of grant using a
      Black-Scholes security pricing model with the following assumptions for the
      fiscal year 2004: risk-free interest rate of 6.5%; expected life of the option
      of 3 years; zero dividend yield; and a volatility factor of the expected market
      price of SET common stock of 250%.





On
      July
      27, 2005, the Company expanded the consulting agreements with two officers
      to
      provide management-consulting services for the Company. As further consideration
      for services to be rendered, the consultants were granted 500,000 warrants
      redeemable on restricted shares of the Company’s stock at a purchase price of
      $.225 per share. The warrants are exercisable any time after December 1, 2006
      and expire December 1, 2008. As the warrants provide for the purchase of commons
      stock at below the Company’s market price on the date of grant, the Company
      recorded unearned compensation relating to the estimated value of these warrants
      of $30,000. The Company is amortizing the estimated fair market value of the
      unearned compensation over the period from date of grant through December 1,
      2006. The
      Company has recorded compensation expense of approximately $11,700 for the
      fiscal year ending February 28, 2006.





A
      summary
      of warrant activity is as follows:


Outstanding
                warrants
            Warrants
                Outstanding
            Exercise
                PriceBalance,
                February 29 ,2004
            0
            0Granted
            1,500,000
            $
                0.225Exercised
            0
            0Canceled
            0
            0Balance,
                February 28, 2005
            1,500,000
            $
                0.225Granted
            2,500,000
            $
                0.225Exercised
            0Canceled
            0Balance,
                February 28, 2006
            4,000,000
            $
                0.225








59





SEYCHELLE
      ENVIRONMENTAL TECHNOLOGIES, INC.





NOTES
      TO
      CONSOLIDATED FINANCIAL STATEMENTS





As
      of
      February 28, 2006





NOTE
      8:
      CAPITAL STRUCTURE, continued





Stock
      Compensation Plan





During
      July 2000, the Company adopted a stock compensation plan to be administered
      by
      the Board of Directors, or a Compensation Committee to be appointed by the
      Board. Consultants, advisors, and employees of the Company are eligible to
      participate in the Plan. The Plan provides for the issuance of 300,000 shares
      of
      common stock to be issued as stock grants, or under stock option agreements.
      During October 2000, the Company settled approximately $109,200 of its accrued
      expenses through the issuance of 109,139 shares of common stock.





During
      the fiscal year ending February 28, 2005, the Company terminated this stock
      compensation plan.





During
      February 2002, the Company adopted an additional stock compensation plan to
      be
      administered by the Board of Directors or a Compensation Committee to be
      appointed by the Board. The Plan provides for the issuance of 300,000 shares
      of
      common stock to be issued as stock grants, or under stock option agreements.
      During February 2002, the Company issued 10,000 shares for compensation and
      232,000 shares for services provided. During the fiscal year ending February
      28,
      2005, the Company terminated this stock compensation plan.





A
      summary
      of stock option activity is as follows:





Outstanding
                options
            Stock
                Options Outstanding
            Exercise
                PriceBalance,
                February 29, 2004
            248,861
            MarketGranted
            0Exercised
            0Canceled
            248,861Balance,
                February 28, 2005
            0Granted
            0Exercised
            0Canceled
            0Balance,
                February 28, 2006
            0





60





SEYCHELLE
      ENVIRONMENTAL TECHNOLOGIES, INC.





NOTES
      TO
      CONSOLIDATED FINANCIAL STATEMENTS





As
      of
      February 28, 2006





NOTE
      8:  CAPITAL
      STRUCTURE, continued





Contributed
      Executive Services




Effective
      December 1, 2001, the Company entered into an employment agreement with the
      President of the Company. The agreement is for five years and provides for
      a
      salary of $10,000 per year plus one percent of the net after tax profits of
      the
      Company as reported in the Company's Form 10-KSB. The agreement shall be
      automatically renewed for successive one-year terms unless the Company or
      employee provides written notice of non-renewal.





As
      the
      President of the Company has decided not to accept his salary until the Company
      has become profitable, the Company recorded additional paid in capital in the
      accompanying consolidated statements of changes in stockholders’
deficit.





NOTE
      9:  INCOME
      TAXES





The
      components of the provision for income taxes for the fiscal years ending
      February 28, 2006 and 2005 are as follows:





2006
            2005Current:State
            $1,600
            $1,600Federal
            -
            -Deferred:State
            97,503
            (16,797)Federal
            308,761
            (70,591)Valuation
                allowance
            (406,264)
            87,388Provision
                for income taxes
            $1,600
            $1,600








61





SEYCHELLE
      ENVIRONMENTAL TECHNOLOGIES, INC.





NOTES
      TO
      CONSOLIDATED FINANCIAL STATEMENTS





As
      of
      February 28, 2006





The
      reconciliation of the effective tax rates and U.S. statutory tax rates for
      the
      fiscal years ending February 28, 2006 and 2005 are as follows:





2006
            2005Tax
                (benefit) of statutory rate
            (34%)
            (34%)Deferred
                tax effect of goodwillrelating
                to Aqua Vision Acquisition
            (6%)
            (12%)Contributed
                executive services
            1%
            3%Interest
                due to related parties
            29%
            49%Consulting
                fees due to related parties
            21%
            35%Impairment
                and inventory reserves
            19%
            (64%)Effect
                of state tax benefit
            (3%)
            (3%)Other
            13%
            4%Change
                in valuation allowance
            (40)%
            22%Effective
                tax Rate
            0%
            0%





At
      February 28, 2006, the Company has net operating loss carry forwards, for income
      tax reporting purposes, of approximately $3,411 ,000 and $1,865,000 available
      to
      offset future federal and California taxable income, respectively. Based on
      current tax law, the Company’s federal net operating loss carry forwards will
      expire as follows: $801,500 during the fiscal year ending 2018; $1,084,900
      during the fiscal year ending 2019; $110,600 during the fiscal year ending
      2020;
      $625,100 during the fiscal year ending 2021; $249,900 during the fiscal year
      ending 2023; $170,000 during the fiscal year ending 2024; $38,000 during the
      fiscal year ending 2025 ; and $331,000 during the fiscal year ending 2026.
      The
      Company’s state net operating loss carry forwards begin to expire in 2010
      through 2026 .





At
      February 28, 2006, the Company had available tax credit carry forwards comprised
      of federal and state research and experimentation credits of approximately
      $8,700 and $5,100, respectively. The research and experimentation credit carry
      forwards expire through 2023 for federal purposes and do not expire for
      California purposes.








62





SEYCHELLE
      ENVIRONMENTAL TECHNOLOGIES, INC.





NOTES
      TO
      CONSOLIDATED FINANCIAL STATEMENTS





As
      of
      February 28, 2006





NOTE
      9:  INCOME
      TAXES, continued





The
      components of the net deferred tax asset for the fiscal years ending February
      28, 2006 and 2005 are as follows:





2006
            2005Net
                operating loss carry forward
            $
                1,111,651
            $
                922,372Interest
                to related parties
            144,610
            45,365Consulting
                fees to related parties
            105,486
            32,216Impairment
                charge
            37,856
            -Inventory
                & bad debt reserves
            29,043
            14,275Other
            6,003
            14,157Less:
                Valuation allowance
            (1,434,649)
            (1,028,385)Net
                deferred tax asset
            $
                0
            $
                0





NOTE
      10:  COMMITMENTS
      AND CONTINGENCIES





The
      Company leases an office and production facility under an operating lease that
      expires in February 2008. As of February 28, 2006, the Company paid $5,544
      per
      month in base rent. The Company must also pay approximately $1,300 per month
      to
      cover taxes, maintenance, insurance and certain other operating expenses
      applicable to the premises.





Total
      rent expense amounted to approximately $98,700 and $82,900 for the fiscal years
      ending February 28, 2006 and 2005, respectively.





Future
      minimum base lease payments are as follows:





Fiscal
      Year Ending February 28


2007
            $
                71,7122008
            74,304$146,016





63





SEYCHELLE
      ENVIRONMENTAL TECHNOLOGIES, INC.





NOTES
      TO
      CONSOLIDATED FINANCIAL STATEMENTS





As
      of
      February 28, 2006





NOTE
      10:  COMMITMENTS
      AND CONTINGENCIES, continued





Legal
      Proceedings





During
      May 2001, Seychelle Water Technologies, Inc. was named and served with a lawsuit
      originally filed by SafeWater Anywhere, Inc. and John Ferguson as plaintiffs.
      This lawsuit was filed in State Superior Court in Orange County, California.
      Mr.
      Carl Palmer was also named as a defendant. The complaint alleged breach of
      fiduciary duty, constructive fraud, promissory fraud, rescission, constructive
      trust, unfair trade practices, and conversion, and sought unspecified damages
      and injunctive relief. The original suit was dismissed upon motion of the
      defendants, but was subsequently re-filed by John M. Ferguson individually
      on or
      about October 13, 2004. The re-filed suit was again brought against Seychelle
      Water Technologies, Inc. and Carl Palmer, and again alleges breach of fiduciary
      duty, constructive fraud, promissory fraud, rescission, constructive trust,
      unfair trade practices, and conversion, and seeks unspecified damages and
      injunctive relief. Plaintiff essentially alleges that defendants Seychelle
      Water
      Technologies, Inc. (hereafter “Seychelle Water”) and Carl Palmer fraudulently
      induced plaintiff to enter into an agreement to relinquish 4,000,000 shares
      of
      the stock of defendant Seychelle Water. Plaintiff alleges that he originally
      entered into a joint venture and stock subscription agreement with DuSean
      Berkich (“Berkich”), pursuant to which Berkich and plaintiff formed and
      controlled Seychelle Water. Plaintiff alleges that when he discovered certain
      improprieties by Berkich, he became concerned, and ultimately agreed to the
      (re)purchase by Berkich of his interest in the Seychelle Water stock. Plaintiff
      is now suing to recover damages he allegedly suffered as a result of the
      (re)purchase by Berkich of his interest in Seychelle Water. A demurrer to the
      re-filed complaint was filed and in response a first amended complaint was
      filed
      and served. Currently a second demurrer to the First Amended Complaint has
      been
      filed and sustained by the Court, and plaintiff has been granted fourteen days
      to leave to amend. A
      second
      amended complaint has now been filed and answered. We
      continue to believe that this matter is without merit and intend to vigorously
      defend against plaintiff’s claims.





As
      of
      February 28, 2006, we know of no legal proceedings pending or threatened or
      judgments entered against any of our directors or officers in his or her
      capacity as such








64





SEYCHELLE
      ENVIRONMENTAL TECHNOLOGIES, INC.





NOTES
      TO
      CONSOLIDATED FINANCIAL STATEMENTS





As
      of
      February 28, 2006





NOTE
      10:  COMMITMENTS
      AND CONTINGENCIES, continued





.





NOTE
      11:  RELATED
      PARTY TRANSACTIONS





Effective
      December 1, 2001, the Company entered into an employment agreement with the
      President of the Company. The agreement is for five years and provides for
      a
      salary of $10,000 per year plus one percent of the net after tax profits of
      the
      Company. The agreement shall be automatically renew for successive one-year
      terms unless the Company or employee provides written notice of
      non-renewal.





During
      November 2004, the Company entered into consulting agreements with two officers
      to provide management consulting services for the Company. As consideration
      for
      services to be rendered, the consultants received 480,000 restricted shares
      of
      the Company’s common stock at a purchase price of $0.03 per share (below
      market). The common shares are to be distributed in equal installments
      commencing on December 1, 2004, 2005 and 2006. The fair market value of the
      restricted share earned during the period ending November 30, 2004 was estimated
      at $225,600 and recorded to unearned compensation. The Company is amortizing
      the
      estimated fair market value of the unearned compensation over the three-year
      term of the consulting agreements. The Company has recorded compensation expense
      of approximately $75,200 and $18,800 for the fiscal years ending February 28,
      2006 and 2005, respectively.





During
      December 2004, all Series AAA at 12% Cumulative Convertible


Preferred
      Shares were converted into 4,500,000 shares of restricted common stock issued
      to
      the TAM Irrevocable Trust. In addition, all dividends accrued and unpaid on
      the
      AAA Preferred were waived.





During
      December 2004, the Company granted the TAM Irrevocable Trust restricted common
      stock of 1,266,667 shares for interest on prior year advances. The fair market
      value of the restricted shares was estimated at $228,000. The Company is
      amortizing the estimated fair market value of the interest over


the
      three-year term commencing March 1, 2002. The Company has recorded interest
      expense of $228,000 as of February 28, 2005. During April 2005, the Company
      issued the 1,266,667 shares to the TAM Irrevocable Trust.





65





SEYCHELLE
      ENVIRONMENTAL TECHNOLOGIES, INC.





NOTES
      TO
      CONSOLIDATED FINANCIAL STATEMENTS





As
      of
      February 28, 2006





NOTE
      11:
      RELATED PARTY TRANSACTIONS, continued





In
      November 2004 Mr. Parsons and Mr. Place joined the Company as Executive Vice
      President and Chief Operating Officer respectively. In March 2005 Mr. Parsons
      assumed additional responsibilities for International sales activities in Asia
      including China and India; and Mr. Place assumed additional responsibilities
      for
      Manufacturing, Operations and became acting Chief Financial
      Officer.





On
      March
      29, 2005, the Company expanded the consulting agreement with one officer to
      provide management-consulting services for the Company. As consideration for
      services to be rendered, the consultant received 316,312 restricted shares
      of
      the Company’s common stock at a purchase price of $0.03 per share (below
      market). The common shares are to be distributed in equal installments
      commencing  on
      December 1, 2004, 2005 and 2006. The fair market value of the restricted share
      earned during the period ending November 30, 2004 was estimated at $79,100
      and
      recorded to unearned compensation.  The
      Company is amortizing the estimated fair market value of the unearned
      compensation over the three-year term of the consulting agreement. The Company
      has recorded compensation expense of approximately $26,400 and $8,800 for the
      fiscal years ending February 28, 2006 and 2005, respectively.





Additionally,
      on March 29, 2005, the Company granted the TAM Trust 1,972,133 restricted shares
      of the Company’s common stock. These shares were granted at a price of $0.03 per
      share and vest over a three-year period, beginning November 1, 2004. As the
      Tam
      Trust was granted the common stock at below the Company’s market price on the
      date of grant, the Company recorded unearned interest relating to the estimated
      value of these shares of $493,000. The Company is amortizing the estimated
      fair
      market value of the unearned interest over a three-year term. The Company has
      recorded interest expense of approximately $164,300 and $54,800 for the fiscal
      years ending February 28, 2006 and 2005, respectively.





On
      March
      29, 2005, the Company expanded the consulting agreements with two officers
      to
      provide management-consulting services for the Company. As further consideration
      for services to be rendered, the consultants were granted 1,000,000 warrants
      redeemable on restricted shares of the Company’s stock at a purchase price of
      $.225 per share. The





66





SEYCHELLE
      ENVIRONMENTAL TECHNOLOGIES, INC.





NOTES
      TO
      CONSOLIDATED FINANCIAL STATEMENTS





As
      of
      February 28, 2006





NOTE
      11:  RELATED
      PARTY TRANSACTIONS, continued





warrants
      are distributed in equal installments commencing on December 1, 2004, 2005
      and
      2006 but are exercisable through December 1, 2008. The fair market value of
      the
      warrants earned during the period ending November 30, 2004 was estimated at
      $55,300 and recorded to unearned compensation. The Company is amortizing the
      estimated fair market value of the unearned compensation over the three-year
      term of the consulting agreements. The Company has recorded compensation expense
      of approximately $18,400 and $6,100 for the fiscal years ending February 28,
      2006 and 2005, respectively.





On
      March
      29, 2005, the Company granted the TAM Trust 500,000 warrants redeemable on
      restricted shares of the Company’s stock at $.225 per share. The warrants are
      distributed in equal installments commencing on December 1, 2004, 2005 and
      2006
      but are exercisable through December 1, 2008. As the warrants provide for the
      purchase of common stock at below the Company’s market price on the date of
      grant, the Company recorded unearned interest relating to the estimated value
      of
      these warrants of $27,200. The Company is amortizing the estimated fair market
      value of the unearned interest over a three-year term. The Company has recorded
      interest expense of approximately $9,100 and $3,000 for the fiscal years ending
      February 28, 2006 and 2005, respectively.





On
      July
      27, 2005, the Company expanded the consulting agreements with two officers
      to
      provide management-consulting services for the Company. As further consideration
      for services to be rendered, the consultants were granted 500,000 warrants
      redeemable on restricted shares of the Company’s stock at a purchase price of
      $.225 per share. The warrants are exercisable any time after December 1, 2006
      and expire December 1, 2008. As the warrants provide for the purchase of commons
      stock at below the Company’s market price on the date of grant, the Company
      recorded unearned compensation relating to the estimated value of these warrants
      of $30,000. The Company is amortizing the estimated fair market value of the
      unearned compensation over the period from date of grant through December 1,
      2006. The Company has recorded compensation expense of approximately $11,700
      for
      the fiscal year ending February 28, 2006








67


SEYCHELLE
      ENVIRONMENTAL TECHNOLOGIES, INC.





NOTES
      TO
      CONSOLIDATED FINANCIAL STATEMENTS





As
      of
      February 28, 2006





NOTE
      11:  RELATED
      PARTY TRANSACTIONS, continued





During
      January 2006, the Company issued to its primary lender 37,500 common shares,
      estimated value of $8,400, for continued financial support.







NOTE
      12 -
      SEGMENT INFORMATION











During
      the fiscal years ending February 28, 2006 and 2005, the Company had foreign
      assets in China. The following geographic area data for trade revenues is based
      on product or service delivery location, and property, plant, and equipment
      is
      based on physical location.







Net
      revenue from external sources at February 28,:






2006  2005







$
      1,288,150 $ 593,646





NOTE
      13:  LOSS
      PER
      SHARE





February
                28, 2006
            February
                28, 2005Numerator:Net
                loss
            $
                (932,456)
            $
                (250,423)Loss
                available to common stockholders
            $
                (932,456)
            $
                (250,423)Denominator:Weighted
                average shares outstanding (includes both restricted and free trading
                shares)
            17,969,317
            11,936,767Basic
                and diluted loss per share
            $
                (0.05)
            $
                (0.02)








68







SEYCHELLE
      ENVIRONMENTAL TECHNOLOGIES, INC.





NOTES
      TO
      CONSOLIDATED FINANCIAL STATEMENTS





As
      of
      February 28, 2006





NOTE
      13:
      LOSS PER SHARE, continued





Warrants
      to purchase common stock were outstanding during the 2006 fiscal year (see
      Note
      8) but were excluded in the computation of the diluted loss per share because
      their inclusion would have an anti-dilutive effect.








NOTE
      14:  SUBSEQUENT
      EVENTS








The
      Company has now signed a product distribution/manufacturing agreement that
      incorporates an earlier distribution arrangement with ABMS Health Care for
      India
      with a copy of this agreement attached as an exhibit hereto.





The
      Company purchased certain assets, rights, contracts, EPA registration number
      and
      the Redi-Chlor trademark from Continental Technologies. The terms of the
      agreement are attached as an exhibit hereto.








69





**ITEM
      8.** **Changes
      in and Disagreements with Accountants on Accounting and Financing
      Disclosure.** ****





On
      February 21, 2005, the Board of Directors approved the engagement of Armando
      C.
      Ibarra, Certified Public Accountants (A Professional Corporation) as independent
      auditors for the Company.





Effective
      February 28, 2006, the independent auditors for Seychelle Environmental
      Technologies, Inc. (the “Company”), terminated its relationship with Armando C.
      Ibarra as principal auditor for the Company. At no time were there any
      disagreements between the Company and Armando C. Ibarra on any matter of
      accounting principles or practices, financial statement disclosures or auditing
      scopes or procedures. Armando C. Ibarra performed the audit of the Company’s
      financial statements for the fiscal years-ending February 29, 2004 and February
      28, 2005. The audit report of Armando C. Ibarra, Certified Public Accountants
      did not contain either an adverse opinion or disclaimer of opinion, and was
      not
      modified as to uncertainty, audit scope or accounting principles.





The
      Board
      of Directors of the Company, at a meeting held on March 26, 2006, approved
      the
      resignation of Armando C. Ibarra and appointed Windes & McClaughry
      Accountancy Corporation as independent auditors for the Company beginning with
      the fiscal year ending February 28, 2006.








**ITEM
      8A.**  **Controls
      and Procedures**





(a)       
      Evaluation of Disclosure Controls and Procedures. Our Chief Executive Officer
      and Chief Financial Officer have evaluated the effectiveness of our disclosure
      controls and procedures (as such term is defined in Rules 13a-15 and 15d-15
      under the Securities Exchange Act of 1934, as amended (the “Exchange Act”)) as
      of the end of the period covered by this annual report (the “Evaluation Date”). During
      the fiscal year February 28, 2006, the Company attempted to establish disclosure
      controls and procedures to ensure that material information relating to the
      Company, including its consolidated subsidiaries, is made known to the officers
      who certify the Company’s financial reports and to other members of senior
      management and the Board of Directors. As the Company has not hired a full
      time
      internal accountant, the Company has concluded, as of the Evaluation Date,
      that
      our disclosure controls and procedures were not effective in ensuring that
      all
      information required to be disclosed in reports that we file or
      submit


under
      the
      Exchange Act was available within the time periods specified in the Securities
      and


Exchange
      Commission rules and forms.





(b)
      Management’s Report on Internal Control Over Financial Reporting **.** Our
      management is responsible for establishing and maintaining adequate internal
      control over financial reporting, as such term is defined in Exchange Act
      Rules 13a-15(f). Under the supervision and with the participation of our
      management, including our principal executive officer and principal financial
      officer, we conducted an evaluation of the effectiveness of our internal control
      over financial reporting based on the framework in *Internal
      Control - Integrated Framework* issued
      by
      the Committee of Sponsoring Organizations of the Treadway Commission. Based
      on
      our evaluation under the framework in *Internal
      Control - Integrated Framework,* our
      management concluded that our internal control over financial reporting was
      not
      effective in ensuring that all information required to be disclosed in reports
      that we file or submit under the Exchange Act was available within the time
      periods specified in the Securities and Exchange Commission rules and
      forms.


in
      our
      financial statements as of February 28, 2006, as previously noted above.





70


Material
      Weakness in Internal Control over Financial Reporting








(c)
      Material Weakness in Internal Control over Financial Reporting. A material
      weakness is a control deficiency, or combination of control deficiencies, that
      results in more than a remote likelihood that a material misstatement of the
      annual or interim financial statements will not be prevented or detected.
      Management has concluded that as of February 28, 2006, the Company did not
      maintain effective controls over the preparation, review,


presentation
      and disclosure of amounts included in our Consolidated Balance Sheet,
      consolidated Statements of Operations and Consolidated Statement of Cash Flows
      and the related footnotes. Specifically the company did not timely reconcile
      various accounts including inventory, fixed assets and other accounts, and
      were
      required to make adjustments during the audit process. In addition, the company
      was not applying appropriate accounting principles with respect to impaired
      assets and was required to make adjustments during the audit process for both
      valuation and presentation. As a result the company was not able to timely
      report its regulatory filings. These control deficiencies could result in a
      misstatement of the Company’s accounts that would result in a material
      misstatement to the Company’s presentation and disclosure that would not be
      prevented or detected. Accordingly, management has concluded that these control
      deficiencies constitute a material weakness.





(d)
      Remediation Plan. The remediation plan the Company has implemented provides
      for
      enhanced procedures which include improved training and review processes to
      ensure proper preparation, review, presentation, and disclosure of amounts
      included in its balance sheet, operations statement and statement of cash flows.
      Accordingly, management believes it has improved the design and effectiveness
      of
      its internal control over financial reporting; however, not all of the newly
      designed controls have operated for a sufficient period of time to demonstrate
      operating effectiveness. Therefore, management will continue to monitor and
      assess these control procedures to ascertain if the material weakness discussed
      above has been remediated. To fully implement these control procedures, the
      Company is currently in the process of locating an internal
      accountant.


.


(e)
      Changes in Internal Controls over Financial Reporting. During the most recent
      fiscal year, there have not been any significant changes in our internal
      controls over financial reporting or in other factors that have materially
      affected, or are reasonably likely to material affect our internal controls
      over
      financial reporting.











71





**PART
      III**





**ITEM
      9.** **Directors,
      Executive officers, Promoters and Control Persons; Compliance with Section
      16
      (A) of the Exchange Act**





Our
      Directors and Executive Officers, their ages and positions held in the Company
      as of February 28, 2006 are as follows:





NAME
            AGE
            POSITION
                HELDCarl
                Palmer
            72
            President,
                Chief Executive Officer and DirectorRichard
                Parsons
            71
            Executive
                Vice President, Secretary and DirectorJames
                Place
            67
            Chief
                Operating Officer, Treasurer and
                Director





Our
      directors have served and will serve in such capacity until the next annual
      meeting of our


shareholders
      and until their successors have been elected and qualified. The officers serve
      at the discretion of our directors.





**Biographies
      of Our Executive Officers and Directors**





Carl
      Palmer .
      Mr.
      Palmer has been the President, CEO and a director of the Company since January
      1998. He is the founder of our company, innovator of the complete line of
      Seychelle water filtration products and primary spokesperson worldwide. He
      is an
      internationally recognized expert in the field for over 35 years and pioneered
      the development of the reverse osmosis (RO) home and office pure water business
      in the US in the late 1970’s. That company, Aq-Ro-Matic, was later sold to
      Coca-Cola in 1973. He developed cellouse triacetate membrane, a breakthrough
      technological development in the industry and subsequently, created and sold
      pure water companies to Coca Cola Los Angeles as noted previously, AMF/Cuno
      in
      1985 and Shaklee in 1989. Also, in the late 1980’s Mr. Palmer developed the Best
      Water reverse osmosis business for Shaklee and sold over $53 million in
      above-the-counter systems. Carl’s 30 years of direct sales experience has led to
      many significant business relationships, many of which continue today. He is
      the
      inventor of thirteen patented products related to water purification. Mr. Palmer
      received a Bachelors Degree from Whittier College.





Richard
      Parsons .
      Mr.
      Parsons has been Secretary, Executive Vice President and a director of the
      Company since November 2004. In March of2005, he assumed additional
      responsibilities for International sales activities in Asia, including China
      an
      India He has over 30 years experience in bottled water, reverse osmosis and
      water filtration with major companies such as Coca-Cola, Arrowhead, Shaklee,
      and
      Canadian Glacier. Mr. Parsons was a General Manager at Coca-Cola in 1974, a
      Vice
      President at Arrowhead from 1975 to 1985, a consultant with Shaklee in 1988,
      and
      Vice President of US Operations for Canadian Glacier from 1989 to
      1990.





For
      the
      past five years, Mr. Parsons acted as a consultant, and then became chairman
      of
      The Beverage Group, Inc. in 2002. In November 2004, he joined Seychelle as
      Executive Vice President. Mr. Parsons ran his own successful consulting business
      in water and related beverages with clients such as General Foods, Coke-USA,
      The
      Beverage Group, Coke-Japan and Mitsubishi Industries for many years. He also
      has
      over 20 years experience in direct sales and multilevel marketing with companies
      such as Avon, Holiday Magic, Arrowhead and National Education. Mr. Parsons
      has a
      Bachelors Degree from Principia College.





72








James
      Place .
      Mr.
      Place has been Treasurer, CFO, COO and a director of our Company since November
      2004. In March of 2005, he assumed additional responsibilities for Manufacuring,
      Operations and became the Chief Financial Officer (CFO). He has over 30 years
      experience in food, beverages and bottled water. While at Arrowhead, he took
      the
      liter still and sparkling business from $10 to $75 million in 5 years. Mr.
      Place
      also had extensive marketing, new product development and operating experience
      with Fortune 100 companies such as Carnation, Kerr Glass and Hunt-Wesson. Mr.
      Place was Vice President and General Manager of the Grocery Products Division
      at
      Arrowhead from 1981 to 1988, a Vice President of Sales/Marketing - New Products
      at Kerr Glass from 1988 to 1990, Manager, New Products at Carnation from 1979
      to
      1981 and Sales/Marketing Manager at Hunt-Wesson Foods from 1970 to 1976.





Mr.
      Place
      also has substantial experience in business development, Mergers &
Acquisitions and with the investment community. Mr. Place ran his own consulting
      business in consumer products including water and other beverages with small
      to
      medium sized companies from 1990 to 2004. This included working successfully
      with these companies on financing plans for both new products and expansion
      programs. Mr. Place has an MBA from Michigan State University and a Bachelors
      degree from Albion College.





**Compliance
      with Section 16(a) of the Securities Exchange Act of 1934**





Section
      16(a) of the Securities Exchange Act of 1934 requires the Company’s directors
      and executive officers, and persons who own more than 10% of a registered class
      of the Company’s equity securities to file with the Securities and Exchange
      Commission initial reports of ownership and reports of changes in ownership
      of
      Common Stock and other equity securities of the Company. Officers, directors
      and
      greater than 10% shareholders are required by SEC regulations to furnish the
      Company with copies of all Section 16(a) forms they file.





To
      the
      Company’s knowledge, based solely on its review of the copies of such reports
      furnished to the company and written representations that no other reports
      were
      required during the fiscal year ended February 28, 2006, all Section 16(a)
      filing requirements applicable to its officers, directors and greater than
      10%
      beneficial owners were complied with.




**Code
      of Ethics for Chief Executive Officer and Senior Financial
      Officers**





On
      May
      20, 2006, the Board of Directors of the Company adopted the Code of Ethics
      for
      Chief Executive Officer and Senior Financial Officers, which is included in
      Item
      13 as an exhibit 99.





**Indemnification
      of Directors and Officers.**




Seychelle's
      Bylaws provide that it will indemnify its officers and directors to the full
      extent permitted by Nevada state law. Seychelle's bylaws likewise provide that
      Seychelle will indemnify and hold harmless its officers and directors for any
      liability including reasonable costs of defense arising out of any act or
      omission taken on behalf of Seychelle, to the full extent allowed by Nevada
      law,
      if the officer or director acted in good faith and in a manner the officer
      or
      director reasonably believed to be in, or not opposed to, the best interests
      of
      the corporation.













73














In
      so far
      as indemnification for liabilities arising under the Securities Act of 1933
      may
      be permitted to directors, officers and controlling persons of the registrant
      pursuant to the foregoing provisions, or otherwise, the registrant has been
      advised that in the opinion of the Securities and Exchange Commission such
      indemnification is against public policy as expressed in the Act and is,
      therefore, unenforceable. In the event that a claim for indemnification against
      such liabilities (other than the payment by the registrant of expenses incurred
      or paid by a director, officer or controlling person of the registrant in the
      successful defense of any action, suit or proceeding) is asserted by such
      director, officer or controlling person in connection with the securities being
      registered, the registrant will, unless in the opinion of its counsel the matter
      has been settled by controlling precedent, submit to a court of appropriate
      jurisdiction the question whether such indemnification by it is against public
      policy as expressed in the Act and will be governed by the final adjudication
      of
      such issue.







74
















**ITEM
      9B. Other Information**






None.







**ITEM
      10.** **Executive
      Compensation.** ****





The
      following table sets forth the Summary Compensation Table for the Chief
      Executive Officer and the compensated executive officers with salaries in excess
      of $100,000 per annum who were serving as executive officers at the end of
      the
      last three completed fiscal years. Compensation does not include minor
      business-related and other expenses paid by us. Such amounts in the aggregate
      do
      not exceed $10,000.





**Summary
      Compensation Table**





Annual
                Compensation
            Long
                Term Compensation----------------------------------
            ---------------------------------------Awards
            Payouts----------------------------------
            ---------------------------------------Restricted
            AllName
                and
            
            Salary
            Annual
            Other
                Stock
            LTIP
            OtherPrincipal/
              Positions
            Fiscal
                Year
              Ending
            Compensation
                ($)(2)
            Bonus
                ($)
            Compensation
                ($)(1)(3)
            Award(s)
            SecuritiesCarl
                Palmer
            2006
            $10,000
                (2)President
                & CEO
            2005
            $10,000
                (2)Director
            2004
            $10,000
                (2)Richard
                Parsons
            2006
            $0
            
            $44,203(3)(5)(7)
            
            $77,595(4)(6)Executive
                VP*
            2005
            $0
            
            $9,400(3)
            
            $11,908(4)Director
                (1)
            2004
            $0James
                Place
            2006
            $0
            
            $9,400(3)
            
            $70,0944,584(4)(6)COO*
            2005
            
            
            $9,400(3)
            
            $4,584(4)Director
                (1)
            2004
            
            
            --




|(1) | Elected
              to Board of Directors during November
              2004
|--- | ------------------------------------------------------------------------------

(2)
      Effective December 1, 2001, the Company entered into an employment agreement
      with the President of the Company. The President of the Company has decided
      not
      accept his salary until the Company becomes profitable.





75








(3)
      During November 2004, Messrs. Parsons and Place were granted 240,000 shares
      of
      restricted common stock valued at $.03 per share and are distributed over three
      years beginning December 1, 2004, 2005 and 2006. The fair market value of the
      restricted shares was estimated to be $225,600 and the Company is amortizing
      this value over the three-year term of the consulting agreements.


(4) In
      November 2004 Mr. Parsons and Mr. Place joined the Company as Executive Vice
      President and Chief Operating Officer respectively. In March 2005 Mr. Parsons
      assumed additional responsibilities for International sales activities in Asia
      including China and India; and Mr. Place assumed additional responsibilities
      for
      Manufacturing, Operations and became acting Chief Financial
      Officer.


(5)
      During March 2005, Messrs. Parsons and Place were granted warrants to purchase   500,000
      shares of restricted common stock at $0.225 per share and are distributed over  the
      same
      three years and are exercisable from December 1, 2004 until December 1, 2008.  The
      fair
      value of the warrants was estimated to be $55,300 and the Company is  amortizing
      this value over the three-year term of the consulting agreements.


(6)
      During March 2005, Mr. Parsons was granted 316,312 shares of restricted common
      stock valued at $0.03 per share and are distributed in equal installments
      commencing on December 1, 2004, 2005 and 2006. The fair market value of the
      restricted shares was estimated to be $79,100 and the Company is amortizing
      the
      estimated value over the three-year term of the consulting agreement.


(7)
      During July 2005, the Company expanded the consulting agreements with Messrs.   Parsons
      and Place to provide management-consulting services for the Company. As  further
      consideration for services to be rendered, the consultants were granted 500,000  warrants
      redeemable on restricted shares of the Company’s stock at $.225 per share. The  warrants
      are exercisable any time after December 1, 2006 and expire December 1, 2008.  As
      the
      warrants provide for the purchase of common stock at below the Company’s  market
      price on the date of grant, the Company recorded unearned compensation relating  to
      these
      warrants of $30,000. The Company is amortizing the estimated fair market value  of
      the
      unearned compensation over the period from the date of grant through December  1,
      2006.


(8)
      During January 2006, the Company issued Mr. Parsons 37,500 shares of common
      shares   for
      services rendered. As the common stock was issued at below the Company’s market  price
      at
      date of grant ($nil cost per share), the Company recorded consulting expense  relating
      to the estimated value of these shares of $8,437.





The
      Board
      of Directors as a whole acts as a compensation committee. We have no retirement,
      pension, sharing, stock option, insurance or other similar programs.





We
      do not
      pay members of our Board of Directors any fees for attendance or similar
      remuneration, but reimburse them for any out-of- pocket expenses incurred by
      them in connection with their activities.








**ITEM
      11.** **Security
      Ownership of Certain Beneficial Owners and Management** **.**





The
      following sets forth the number of shares of our $0.001 par value Common Stock
      beneficially owned, including instruments stock warrants, etc. that are issuable
      within sixty days from the filing of this document, by (i) each person who,
      as
      of November 30, 2005, was known by us to own beneficially more than five percent
      (5%) of our Common Stock; (ii) our individual directors and (iii) our officers
      and directors as a group. As of February 28, 2006 there were a total
      of24,715,010 shares of Common Stock issued and outstanding.


76


NAME
                AND ADDRESS
            AMOUNT
                AND NATURE OF
            PERCENT
                OFOF
                BENEFICIAL OWNER
            BENEFICIAL
                OWNERSHIP (1)(2)(4)
            CLASSThe
                TAM Irrevocable Trust
            10,216,030
                (3)
            41.3%4012
                S. Rainbow #K111Las
                Vegas, NV 80103-2012Shawn
                Lampman
            4,000,000
            16.2%2345
                Calico CreekLas
                Vegas, NV 89135FTS
                Worldwide Corp.
            1,320,009
            5.3%24
                Route De Malagnou1208
                Geneva SwitzerlandCarl
                Palmer
            -0-
            -0-251
                Jeanell Dr., Ste 3Carson
                City, NV 89703Richard
                Parsons
            687,263
            2.8%251
                Jeanell Dr., Ste 3Carson
                City, NV 89703





James
                Place
            205,000
            0.8%251
                Jeanell Dr., Ste 3Carson
                City, NV 89703All
                officers and directors
            892,263
            3.6%As
                a Group (three persons)




(1)
      All
      ownership is beneficial and of record, unless indicated otherwise.





(2)
      Beneficial owners listed above have sole voting and investment power with
      respect to the shares shown, unless otherwise indicated.





(3)
      The
      TAM Irrevocable Trust is an irrevocable trust for the benefit of certain family
      members of Mr. Carl Palmer. Mr. Palmer disclaims any beneficial ownership or
      interest in this Trust. Cari Beck, his daughter, is the Trustee of the Trust
      and
      has total beneficiary rights and direction as the Trustee. The Trust is held
      in
      her name (50%) as well as that of Lindsay Helvey (25%) and Casey Helvey (25%),
      both granddaughters.





|(4) | There
              are no other financial instruments, including stock warrants, etc.
              that
              are issuable within sixty days from the filing of this document.
|--- | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------




(5)
      All
      three officers spend 100% of their time managing the affairs of the
      Company.








**ITEM
      12.** **Certain
      Relationships and Related Transactions** ****


77


Effective
      December 1, 2001, the Company entered into an employment agreement with Carl
      Palmer, the President of the Company. The agreement is for five years and
      provides for a salary of $10,000 per year plus one percent of the net after
      tax
      profits of the Company. The agreement shall be automatically renew for
      successive one-year terms unless the Company or employee provides written notice
      of non-renewal.





During
      November 2004, the Company entered into consulting agreements with Messrs.
      Parsons


and
      Place
      to provide management consulting services for the Company. As consideration
      for
      services to be rendered, the Messrs. Parsons and Place received 480,000
      restricted shares of the Company’s common stock at $0.03 per share (below
      market) with agreements attached as an exhibit hereto. The common shares are
      to
      be distributed in equal installments commencing on December 1, 2004, 2005 and
      2006. The fair market value of the restricted shares earned during the period
      ending November 30, 2004 was estimated at $225,600 and recorded to unearned
      compensation. The Company is amortizing the estimated fair market value of
      the
      unearned compensation over the three-year term of the consulting agreement.
      The
      Company has recorded amortization of approximately $75,000 and $18,8000 for
      the
      fiscal year ending February 28, 2006 and 2005 respectively.





During
      December 2004, all Series AAA at 12% Cumulative Convertible Preferred Shares
      were converted into 4,500,000 shares of restricted common stock issued to the
      Tam Irrevocable Trust. In addition, all dividends accrued and unpaid on the
      AAA
      Preferred were waived.





As
      the
      February 28, 2006 and 2005, the Company had received advances of $363,150
      and$448,200 and $504,800 from the TAM Irrevocable Trust in which Cari Beck,
      is a
      trustee as well as a daughter of Carl Palmer an officer and Board member. These
      advances bear interest at 10 percent. As of February 28, 2006, $100,000 of
      these
      advances are not repayable until after March 1, 2006.





As
      of
      February 28, 2006 and 2005, accrued interest on these advances was approximately
      $169,300 and $134,500, respectively, and is included in accrued interest due
      to


related
      parties in the accompanying consolidated balance sheet.





During
      December 2004, the Company granted the TAM Irrevocable Trust restricted common
      stock of 1,266,667 shares, effective March 1, 2002, for interest on prior
      advances of funds. The restricted common shares are to be distributed during
      the
      first quarter of the fiscal year ending February 28, 2006. The fair market
      value
      of the restricted shares was estimated at $228,000. The Company is amortizing
      the estimated fair market value of the interest over the three-year term
      commencing March 1, 2002 (or $76,000 per year). During April, 2005,the company
      settled this liability through the issuance of common stock to the company’s
      primary investor.





As
      of
      February 28, 206 and 2005, accrued interest on these advances was approximately
      $228,000 and $0, respectively, and is included in accrued interest due to
      related parties in the accompanying consolidated balance sheet.





On
      March
      29, 2005, the Company expanded the consulting agreement with Mr. Parsons to
      provide management-consulting services for the Company with agreements attached
      as an exhibit hereto. As consideration for services to be rendered, the
      consultant received 316,312 restricted shares of the Company’s common stock at
      $0.03 per share (below market). The common shares are to be distributed in
      equal
      installments commencing on December 1, 2004, 2005 and 2006. The fair market
      value of the restricted share earned during the period ending November 30,
      2004
      was estimated at $79,100 and recorded to unearned compensation. The Company
      is
      amortizing the estimated fair market value of the unearned compensation over
      the
      three-year term of the consulting agreement. The Company has recorded
      amortization of approximately $18,400 and $6,100 for the fiscal year ending
      February 28, 2006 and 2005, respectively. 78


On
      March
      29, 2005, the Company expanded the consulting agreements with Messrs.
      Parsons


and
      Place  to
      provide management consulting services for the Company with agreements attached
      as an exhibit hereto. As further consideration for services to be rendered,
      the
      consultants were granted 1,000,000 warrants redeemable on restricted shares
      of
      the Company’s stock at $.225 per share. The warrants are distributed in equal
      installments commencing on December 1, 2004, 2005 and 2006 and are exercisable
      through December 1, 2008. The fair market value of the warrants earned during
      the period ending November 30, 2004 was estimated at $55,300 and recorded to
      unearned compensation. The Company is amortizing the estimated fair market
      value
      of the unearned compensation over the three-year term of the consulting
      agreement. The Company has recorded amortization of approximately $18,400 and
      $6,100 for the fiscal year ending February 28, 2006 and 2005,
      respectively.





On
      March
      29, 2005, the Company granted the TAM Trust 500,000 warrants redeemable on
      restricted shares of the Company’s stock at $.225 per share for additional
      interest charged to the Company for previous unpaid notes and continued
      financial support. The warrants are distributed in equal installments commencing
      on December 1, 2004, 2005 and 2006 but are exercisable through December 1,
      2008.
      As the warrants provide for the purchase of common stock at below the Company’s
      market price on the date of grant, the Company recorded unearned interest
      relating to the estimated value of these warrants of $27,200. The Company is
      amortizing the estimated fair market value of the unearned interest over a
      three-year term. The Company has recorded amortization of approximately $9,100
      and $3,000 for the fiscal year ending February 28, 2006 and 2005,
      respectively.





On
      July
      27, 2005, the Company granted the TAM Trust 2,000,000 warrants redeemable on
      restricted shares of the Company’s stock at $.225 per share. The warrants are
      exercisable any time after December 1, 2006 and expire December 1, 2008. As
      the
      warrants provide for the purchase of common stock at below the Company’s market
      price on the date of grant, the Company recorded unearned interest relating
      to
      the estimated value of these warrants of $120,000. The Company is amortizing
      the
      estimated fair market value of the unearned interest over the period from date
      of grant through December 1, 2006. The Company has recorded interest expense
      of
      approximately $46,700 for the fiscal year ending February 28, 2006.





On
      July
      27, 2005, the Company expanded the consulting agreements with Messrs. Parsons


and
      Place
      to provide management consulting services for the Company with agreements
      attached as an exhibit hereto. As further consideration for services to be
      rendered, the consultants were granted 500,000 warrants redeemable on restricted
      shares of the Company’s stock at $.225 per share. The warrants are exercisable
      any time after December 1, 2006 and expire December 1, 2008. As the warrants
      provide for the purchase of common stock at below the Company’s market price on
      the date of grant, the Company recorded unearned compensation relating to the
      estimated value of these warrants of $30,000. The Company is amortizing the
      estimated fair market value of the unearned compensation over the period from
      date of grant through December 1, 2006. The Company has recorded consulting
      fees
      of approximately $11,700 for the fiscal year ending February 28,
      2006.





On
      January 23, 2006, the Company issued to the TAM Trust 37,500 common shares
      for
      continued financial support. As the common stock was issued at below the
      Company’s market price at the date of grant ($nil cost per share), the Company
      recorded interest expense relating to the estimated value of these shares of
      $8,437.





On
      January 23, 2006, the Company issued to the Messr. Parsons 37,500 common shares
      for services rendered. As the common stock was issued at below the Company’s
      market price at the date of grant ($nil cost per share), the Company recorded
      compensation expense
      relating to the estimated value of these shares of $8,437. 79





**ITEM
      13.**  **EXHIBITS,
      LIST**




**(a)
      Exhibits**





Exhibit
                No.
            Description2A*
            Plan
                of Exchange between Seychelle Environmental Technologies, Inc. and
                Seychelle Water Technologies, Inc. dated January 30, 1998 as filed
                with
                Form 10-SB 12 G on February 8, 2000.3A*
            Articles
                of Incorporation dated January 23, 1998 as filed with Form 10-SB
                12 G on
                February 8, 2000.3B*
            Articles
                of Merger of Royal Net, Inc. into Seychelle Environmental Technologies,
                Inc as filed with Form 10-SB 12 G on February 8, 2000.3C*
            Amendment
                to Articles of Incorporation re: Series "A" Preferred Stock as of
                January
                31, 1998 as filed with Form 10-SB 12 G on February 8,
                2000.3D*
            Amendment
                to Articles of Incorporation re: Series "AA" Preferred Stock as of
                June 5,
                1998 as filed with Form 10-SB 12 G on February 8, 2000.3E*
            Amendment
                to Articles of Incorporation re: Series "AAA" Preferred Stock as
                of
                February 18, 1999 as filed with Form 10-SB 12 G on February 8,
                2000.3F*
            Bylaws
                as filed with Form 10-SB 12 G on February 8, 2000.10A*
            Purchase
                Agreement with Aqua Vision as filed with Form 10-SB 12 G on February
                8,
                2000.10B*
            Amended
                Purchase Agreement with Aqua Vision as filed with Form 10-SB 12 G
                on
                February 8, 2000.10C*
            2000
                Stock Compensation Plan I, dated July 1, 2000 as filed with Registration
                Statement on Form S-8 on August 31, 2000.10D*
            2002
                Stock Compensation Plan I, dated February 12, 2002 as filed with
                Registration Statement on Form S-8 on February 27,
                2002.10E*
            Purchase
                  Agreement with Aqua Gear as filed with Annual Report on Form 10-KSB
                on
                June 14, 2002.10F*
            Employment
                Contract with Carl Palmer as filed with Annual Report on Form 10-KSB
                on
                June 14, 2002.10G*
            Management
                Consulting Contract with Richard Parsons10H*
            Management
                Consulting Contract with James Place10I**
            Joint
                Venture Agreement with Huanghua Plastic Co. Ltd. dated September
                1,
                200510J**
            ABMS
                Health Care Pvt. Ltd. Distribution Rights Agreement dated April 1,
                200610K*
            Confident,
                Inc. Exclusive Distribution Rights Agreement dated January 1,
                200610L**
            Continental
                Technologies. Inc., Purchase Agreement dated April 26,
                200623**
            Auditor’s
                Consent31.1**
            Certification
                of the Chief Executive Officer pursuant to Rule 13a-14(a)
              (Section
                302 of the Sarbanes-Oxley Act of 2002)31.1**
            Certification
                of the Chief Financial Officer pursuant to Rule 13a-14(a)
              (Section
                302 of the Sarbanes-Oxley Act of 2002)32.1**
            Certification
                of the Chief Executive Officer pursuant to 18 U.S.C.ss.1350
              (Section
                906 of the Sarbanes-Oxley Act of 2002)32.2**
            Certification
                of the Chief Financial Officer pursuant to 18 U.S.C.ss.1350
              (Section
                906 of the Sarbanes-Oxley Act of 2002)99**
            Code
                of Ethics for Chief Executive Officer and Senior Financial
                Officers





*
      Previously filed with the Securities and Exchange Commission as indicated and
      incorporated by reference herein


**
      Attached as an exhibit hereto





**ITEM
      14.**  **PRINCIPAL
      ACCOUNTANT FEES AND SERVICES**





**1)
      Audit Fees & Audit-Related Fees**





During
      fiscal year ending February 29, 2004, there were no fees billed associated
      with
      the examination of financial statements.





During
      fiscal year ending February 28, 2005, there were no fees billed associated
      with
      the


examination
      of financial statements.


During
      fiscal year ending February 28, 2006, there were no fees billed associated
      with
      the


examination
      of financial statements.





**2)
      Tax Fees**





During
      fiscal year ending February 29, 2004, there were no fees billed associated
      with
      the preparation of tax filings.





81





During
      fiscal year ending February 28, 2005, there were no fees billed associated
      with
      the preparation of tax filings.





During
      fiscal year ending February 28, 2006, there were no fees billed associated
      with
      the preparation of tax filings.








**3)
      All Other Fees**





During
      fiscal year ending February 29, 2004, there were no other fees billed by the
      Company’s principal accountant for services.





During
      fiscal year ending February 28, 2005, there were no other fees billed by the
      Company’s principal accountant for services.





During
      fiscal year ending February 28, 2006, there were no other fees billed by the
      Company’s principal accountant for services.








**Audit
      committee’s pre-approval policies and procedures**





Curently
      the full Board of Direcors acts s n audit commite.





**Percentage
      of hours expended**





The
      amount of hours expended on the principal accountant’s engagement to audit the
      registrant’s financial statements for the most recent fiscal year that were
      attributed to work performed by persons other than the principal accountant’s
      full-time, permanent employees was less than 50%.





82





SIGNATURES





In
      accordance with Section 13 or 15(d) of the Exchange Act, the registrant caused
      this report to be signed on its behalf by the undersigned, thereunto duly
      authorized.





Seychelle
      Environemental Technologies, Inc.




By:
      /s/ Carl
      Palmer


Carl
      Palmer


Director, Chief Executive Officer and


President





Date: June
      13, 2006





By:
      /s/ Jim
      Place


Jim
      Place


Director
      and Chief Financial Officer





Date: June
      13, 2006








In
      accordance with the Exchange Act, this report has been signed below by the
      following persons on behalf of the registrant and in the capacities and on
      the
      dates indicated.





/s/ Carl
      Palmer   Director,


Chief
      Executive Officer and President


June
      13,
      2006





/s/ Jim
      Place


Director
      and Chief Financial Officer and Chief Operating Officer


June
      13,
      2006














83