Edgar Filing: OCEAN BIO CHEM INC

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549

FORM 10-K

|X| ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT
OF 1934
For the fiscal year ended December 31, 2007
OR
|_| TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE
ACT OF 1934

Commission file number 0-11102

OCEAN BIO-CHEM, INC.
(Exact name of Registrant as specified in its charter)

Florida 59-1564329 2842,2899,2891
(State or other jurisdiction (IRS Employer (Primary Standard
of incorporation or organization) Identification No.) Industrial Classific-
ation Code Number)

4041 SW 47 Avenue
Fort Lauderdale, FL 33314-4023
(Address of principal executive offices) (Zip Code)

Registrant's telephone number, including area code:
(954) 587-6280

Securities registered pursuant to Section 12(b) of the Act: None
Securities registered pursuant to Section 12(g) of the Act:
Common stock, $0.01 par value

Indicate by check mark whether the Registrant is a well seasoned issuer, as
defined in Rule 405 of the Securities Act. Yes No |X|

Indicate by check mark if the Registrant is not required to file reports
pursuant to Section 13 or Section 15(d) of the Exchange Act. Yes No |X|

Indicate by check mark whether the Registrant (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 |X| No

Indicate by check mark if disclosure of delinquent filers pursuant to Item
405 of Regulation S-K is not contained herein, and will not 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-K or any amendment to this
Form 10-K. |X|

Indicate by check mark whether the Registrant is a large accelerated filer,
an accelerated filer, a non-accelerated filer, or a smaller reporting company.
See definition of " large accelerated filer", "accelerated filer"' and "smaller
reporting company" in Rule 12b-2 of the Exchange Act.
Large accelerated filer Accelerated filer
Non-accelerated filer |X| Smaller Reporting [X]
Company [X]

Indicated by check mark whether the Registrant is a shell company (as
defined in Rule 12b-2 of the Exchange Act. Yes No |X|

Aggregate market value of Registrant's common stock held by non-affiliates
of the Registrant, based upon the closing price of a share of the Registrant's
common stock on March 01, 2007 as reported by the NASDAQ Capital Market on that
date: $6,683,420 For purposes of this disclosure, the Registrant has assumed
that all directors, officers, and beneficial owners of 5% or more of the
Registrant's common stock are affiliates of the Registrant and non-affiliates
held 2,370,007 shares on March 1, 2007.

As of March 20, 2008, the number of shares of the registrant's Common Stock
outstanding was 7,871,816. The aggregate market value of the Common Stock held
by non-affiliates of the registrant as of March 20, 2008 was approximately
$1,855,119 based on a closing sale price of $1.41 for the Common Stock on such
date. For purposes of the foregoing computation, all executive officers,
directors and 5 percent beneficial owners of the registrant are deemed to be
affiliates.

DOCUMENTS INCORPORATED BY REFERENCE
Part iii incorporates Definitive Proxy Statement

OCEAN BIO-CHEM, INC. AND SUBSIDIARIES

TABLE OF CONTENTS

Page
PART I
Item 1. Business 2
Item 1A. Risk Factors 5
Item 2. Properties 6
Item 3. Legal Proceedings 6
Item 4. Submission of Matters to a Vote of Security Holders 6

PART II

Item 5. Market for Registrant's Common Equity and Related
Stockholder Matters 6
Item 6. Selected Financial Data 7
Item 7. Management's Discussion and Analysis of Financial
Condition and Results of Operations 7
Item 7A. Quantitative and Qualitative Disclosures about Market Risk 9-13
Item 8. Financial Statements and Supplementary Data 13
Item 9. Changes in and Disagreements with Accountants on
Accounting and Financial Disclosure 14
Item 9A. Controls and Procedures 14

PART III

Item 10. Directors, Executive Officers of the Registrant 14-17
Item 11. Executive Compensation 17-19
Item 12. Security Ownership of Certain Beneficial Owners and
Management and Related Stockholder Matters 20
Item 13. Certain Relationships and Related Transactions, and
Director Independence 21
Item 14. Principal Accounting Fees and Services 22

PART IV
Item 15. Exhibits and Financial Statement Schedules 22-23

Forward-looking Statements:

Certain statements contained in this Annual Report on Form 10-K, including
without limitation expectations as to future sales and operating results,
constitute forward-looking statements pursuant to the safe harbor provisions of
the Private Securities Litigation Reform Act of 1995. For this purpose, any
statements contained in this report that are not statements of historical fact
may be deemed forward-looking statements. Without limiting the generality of the
foregoing, words such as "believe", "may", "will", "expect", "anticipate",
"intend", "could" including the negative or other variations thereof or
comparable terminology are intended to identify forward-looking statements.
These statements involve known and unknown risks, uncertainties and other
factors which may cause our actual results, performance or achievements to be
materially different from any future results, performance or achievements
expressed or implied by such forward-looking statements. Factors, which may
affect these results include, but are not limited to, the highly competitive
nature of our industry; reliance on certain key customers; consumer demand for
marine recreational vehicle and automotive products; advertising and promotional
efforts; and other factors.

Explanatory note - Restatements:

The Company adopted SEC Staff Accounting Bulletin No. 108, "Considering the
Effects of Prior Year Misstatements when Quantifying Misstatements in Current
Year Financial Statements" (SAB No. 108), effective January 1, 2007. In
accordance with the requirements of SAB No. 108, the Company has recorded an
adjustment in the amount of approximately $70,000 to the opening retained
earnings balance as of January 1, 2007 in the accompanying consolidated
financial statements, to correct errors in the accounting of share-based
compensation and contingent legal liabilities in 2006.

In 2007, the Company made certain revisions in the valuation of stock
option grants that vested in 2006. The revised valuation resulted in an increase
in compensation expense of approximately $40,000 for 2006. Also in 2007, the
Company discovered that a liability in the amount of approximately $30,000 for
legal costs incurred in 2006 should have been recorded as of December 31, 2006
under the criteria of Statement of Financial Accounting Standards No. 5. There
was no corporate tax effect for the adjustments due to the Company's tax
position in 2006.

The above matters are more fully discussed in Note 12 - Restatements, to
the Consolidated Financial Statements.

We have also included the aforementioned restated amounts in Item 6 -
"Selected Financial Data" and Item 7 - "Management's Discussion and Analysis of
Financial Condition and Results of Operations. Along with the foregoing, we have
updated our Certifications pursuant to Section 302 of the Sarbanes-Oxley Act of
2002 presented as Exhibits 31.1 and 31.2 to conform with the current language
requirements.

Part I Item 1. Business

General: We were organized on November 13, 1973 under the laws of the state
of Florida. We are principally engaged in the manufacturing, marketing and
distribution of a broad line of appearance and maintenance products for boats,
recreational vehicles, automobile and aircraft under the Star brite(R) and other
trademarks within the United States of America and Canada. In addition, we
produce private label formulations of many of our products for various customers
as well as provide custom blending and packaging services of these and other
products.

Products:

Set forth below is a general description of the products that we
manufacture and market:

Marine: Our Marine line consists of polishes, cleaners, protectants and
waxes of various formulations under the Star brite(R) brand name as well as
private label formulations of these and other products. The line also includes
motor oils, various vinyl protectants, cleaners, teak cleaners, teak oils, bilge
cleaners, hull cleaners, silicone sealants, polyurethane sealants, polysulfide
sealants, gasket materials, lubricants, antifouling additives and anti-freeze
coolants. In addition, we manufacture a line of brushes, poles and tie-downs and
other related marine accessories.

Automotive: We manufacture a line of automotive products under the Star
brite(R) brand name including StarTron(R) enzyme fuel treatment for both diesel
and gas engines, brake and transmission fluids, hydraulic, gear and motor oils,
and related items. In addition, anti-freeze and windshield washes are produced
in varying formulations both under the Star brite(R) brand as well as under
private labels for customers. We also produce a line of automotive polishes,
cleaners and associated appearance items.

Recreational vehicle: Our recreational vehicle products are made up of
cleaners, polishes, detergents, fabric cleaners and protectors, silicone
sealants, water proofers, gasket materials, degreasers, vinyl cleaners,
protectors, toilet treatment fluids and anti-freeze coolants.

Contract filling and blow molded bottles: We blend and package a variety of
chemical formulations to our customers' specifications. In addition, we
manufacture for sale to various customers assorted styles of both PVC and HDPE
blow molded bottles.

Although the above products are utilized for different types of vehicles,
boats, aircrafts and household purposes, it is management's view that they all
constitute one industry segment.

Manufacturing: We produce the majority of our products at our manufacturing
facility in Montgomery, Alabama. In addition, we contract with various unrelated
companies located in the northeastern and mid-western areas of the country to
package other products, which are manufactured to our specifications, using our
provided formulas. Each third party packager enters into a confidentiality
agreement with us.

We purchase raw materials from a wide variety of suppliers, none of which
is significant to our operations and all raw materials used in manufacturing are
readily available. We design our own packaging and supply our outside
manufacturers with the appropriate design and packaging. We believe that our
internal manufacturing capacity and our arrangements with our current outside
manufacturers are adequate for our present needs.

In the event that these arrangements are discontinued with any
manufacturer, we believe that substitute facilities can be found without
substantial adverse effect on our manufacturing and distribution.

Our in-house manufacturing is primarily performed by our wholly owned
subsidiary, Kinpak Inc, an Alabama corporation ("Kinpak"). On February 27, 1996,
we acquired certain assets of Kinpak, Inc., and assumed two (2) leases of land
and facilities leased by Kinpak from the Industrial Development Board of the
City of Montgomery, Alabama and the Alabama State Docks Department. On December
20, 1996, we entered into a new agreement with the Industrial Development Board
of the City of Montgomery, Alabama to issue Industrial Development Bonds in the
amount of $4,990,000 to repay certain financial costs and to expand the capacity
of the Alabama facility. The underlying premises, at that time, consisted of a
manufacturing and distribution facility containing approximately 110,000 square
feet located on approximately 20 acres of real property and a docking facility
located on the Alabama River. In addition, we purchased the machinery, equipment
and inventory located on the leased premises. Subsequent to the acquisition, we
changed the name of our subsidiary to Kinpak Inc.

During July 2002, we completed an additional $3.5 million Industrial
Development Bond financing through the City of Montgomery, Alabama. Such
transaction funded an approximate 70,000 square foot addition to the
manufacturing facility as well as the requisite machinery and equipment
additions required therein. Such project was substantially completed during the
year ended December 31, 2003.

Marketing: Our marine and recreational vehicle products are sold through
national mass merchandisers such as Wal-mart and Home Depot and through
specialized marine retailers such as West Marine and Boater's World. We also
sell to national and regional distributors who in turn sell our products to
specialized retail outlets for that specific market. Currently we have one
customer (West Marine, Inc., which is an unrelated entity) to whom sales
exceeded 34% of consolidated revenues for the year ended December 31, 2007.
Sales to our five largest customers for the year ended December 31, 2007
amounted to approximately 51% of consolidated gross revenues and outstanding
accounts receivable balances due us at December 31, 2007 from our five largest
customers aggregated approximately 44% of consolidated trade receivables. We
market our products through internal salesmen and approximately 250 sales
representatives who work on an independent contractor-commission basis. Our
officers also participate in sales presentations and trade shows. In addition,
we aid marketing through advertising campaigns in national magazines, TV
advertising and product catalogs. Our products are distributed primarily from
our manufacturing and distribution facility in Alabama.

Backlog, seasonality, and selling terms: We had no significant backlog of
orders as of December 31, 2007. We do not give customers the absolute right to
return product. The majority of our products are non-seasonal and are sold
throughout the year. Normal trade terms offered to credit customers range from
30 to 60 days. However, at times special dating and/or discount arrangements are
offered as purchasing incentives to customers. Such programs do not materially
distort normal margins.

Competition:

Marine: We have several national and regional competitors in the marine
marketplace. The principal elements of competition are brand recognition, price,
service and the ability to deliver products on a timely basis. In the opinion of
management no one or few competitors holds a dominant market share. We believe
that we can increase or maintain our market share through our present methods of
advertising and distribution.

Automotive: The automotive marketplace into which the Company began selling
various products over the past six years is the largest in which we operate.
There are many entities, both national and regional, which represent competition
to us. Many are more established and have greater financial resources than we
do. However, the market is so large that even a minimal market share could be
significant to us. The principal elements of competition are brand recognition,
price, service and the ability to deliver products on a timely basis. We believe
that we can establish a reasonable market share through our present methods of
advertising and distribution.

Recreational Vehicle: Our recreational vehicle appearance and maintenance
market is parallel to that of the marine marketplace. In this market we compete
with national and regional competitors, none of which singly or as a few have a
dominant market share. The principal elements of competition are brand
recognition, price, service and the ability to deliver products on a timely
basis. Management is of the opinion that it can increase or maintain our market
share by utilizing similar methods as those employed in the marine market.

Trademarks: We have obtained registered trademarks for Star brite(R) and
other trade names used on our products. We view our trademarks as significant
assets because they provide product recognition. We believe that our
intellectual property is significantly protected, but there are no assurances
that these rights can be successfully asserted in the future or will not be
invalidated, circumvented or challenged.

Patents: We hold two patents which we believe are valuable in limited
product lines, but not material to our success or competitiveness in general.

New Product Development: We continue to develop specialized products for
the marine, automotive, and recreational vehicle marketplace. We believe that
our current operations and working capital financing arrangement are sufficient
to meet development expenditures without securing external funding. The amounts
expended toward this effort in any fiscal period have not been significant and
are charged to operations in the year incurred.

Environmental Costs: We adhere to a policy of compliance with applicable
regulatory mandates on environmental issues. Amounts expended in this regard
have not been significant and management is not aware of any instances of
material non-compliance.

Financial Information Relating to Approximate Domestic and Canadian Gross
Sales:

Year ended December 31,
2007 2006
---- ----
United States:
Northeast $ 4,411,000 $ 4,240,000
Southeast 6,630,000 6,296,000
Central 6,142,000 6,158,000
West Coast 5,130,000 4,950,000
------------ -------------
22,313,000 21,644,000

Canada (US Dollars) 996,000 694,000
------------ -------------

$ 23,309,000 $22,338,000
============ ===========

Personnel: We employ approximately 23 full time employees at our corporate
office in Fort Lauderdale, Florida. These employees are engaged in
administration, sales and accounting functions. In addition, we employ
manufacturing , fabrication and warehouse personnel in both Florida and Alabama.

The following is a tabulation of the full time number of personnel working
for the Company and/or its subsidiaries as of December 31, 2007:

Full-time
Location Description Employees
Fort Lauderdale, Florida Administrative 23
Fort Lauderdale, Florida Manufacturing and distribution 10
Montgomery, Alabama Manufacturing and distribution 66
--
99
==

Item 1A. Risk factors

N/A

Item 2. Properties

Our executive offices and warehouse located in Fort Lauderdale, Florida are
held under a lease with an entity fifty percent each owned by Messrs. Peter G.
Dornau and Jeffrey J. Tieger, our President and former Vice
President-Advertising, respectively. The lease covers approximately 12,700
square feet of office and warehouse space. On July 12, 2006 we renewed our lease
agreement for a term of ten years. The lease required an initial annual rental
of $ 100,500 and provides for a maximum increase of 2% per annum on the annual
anniversary of the lease for the term thereof, which has been waived thru
December 31, 2007. Additionally, the landlord is entitled to collect from us its
pro-rata share of all taxes, assessments, insurance premiums, operating charges,
maintenance charges and any other expenses, which normally arise from ownership.
Rent charged to operations during the years ended December 31, 2007, 2006 and
2005 amounted to approximately $ 100,500 each year.

Our Alabama facility currently contains approximately 180,000 square feet
of office, plant and warehouse space located on 20 acres of land (the "Plant")
and also includes a leased 1.5 acre docking facility on the Alabama River
located approximately eleven miles from the Plant. This facility has undergone
two separate expansions of 60,000 and 70,000 square feet in 1998 and 2002,
respectively. We financed the facility's enhancements and related equipment
needs with Industrial Development Bonds issued through the city of Montgomery,
AL. Our manufacturing facility is subject to a priority first mortgage; and our
manufacturing equipment serves as collateral to a financial institution, which
issued letters of credit to secure the bonds.

Item 3. Legal Proceedings

We were not involved in any significant litigation at December 31, 2007.

Item 4. Submission of Matters to a Vote of Security Holders

No matter was submitted for a vote of shareholders during the fourth
quarter of 2007.

Part II

Item 5. Market for the Registrant's Common Equity and Related Stockholder
Matters

Our common stock was sold to the public initially on March 26, 1981. The
common stock of the Company is traded on the NASDAQ Capital Market System under
the symbol OBCI. A summary of the trading ranges during each quarter of 2007 and
2006 is presented below.

Market Range of
Common Stock Bid: 1st Qtr. 2nd Qtr. 3rd Qtr. 4th Qtr.
-------- -------- -------- --------

2007 High $ 5.11 $ 2.78 $ 2.55 $ 1.98
Low $ 1.80 $ 1.64 $ 1.73 $ 1.27

2006 High $ 1.21 $ 1.85 $ 1.75 $ 4.03
Low $ .90 $ 1.00 $ .85 $ .80

A. The quotations reflect inter-dealer prices without retail mark-up,
markdown or commission and may not represent actual transactions.

B. The number of record holders of our Common Stock owners was
approximately 200 at December 31, 2007. In addition, we believe that there are
approximately 600 beneficial holders based on information obtained from our
Transfer Agent and Registrar and indications from broker dealers of shares held
by them as nominee for actual shareholders.

C. We have not paid any cash dividends since it has been organized.
However, during the years ended December 31, 2002 and 2000, the Company declared
and distributed a 10% and a 5% stock dividend, respectively. The Company has no
other dividend policy except as stated herein.

D. Securities authorized for issuance at December 31, 2007 under equity
compensation plans

Number of securities
Number of securities Weighted average remaining available
to be issued upon exercise price of for future issuance
exercise of outstanding outstanding options, under equity com-
options, warrants & rights warrants & rights pensation plans

Equity compensation plans approved by security holders:
Plan stock options granted (1) 930,500 $ 1.31 96,000
Non plan stock options granted (2) 231,000 .76 -

Warrants (3) 1,000,000 .88 -
--------- ------ ------

Total equity compensation plans
approved and not approved by
security holders 2,161,500 $ 1.20 96,000
========= ====== ======

(1) Includes 270,000 options granted under the 2002 Qualified Incentive
Stock Option Plan, 185,000 options under the 2002 Non-Qualified Stock Option
Plan, 154,500 options under the 1994 Qualified Stock Option Plan (this plan has
expired and no further awards can be made under its provisions), and 321,000
options under the 2007 qualified incentive stock option plan.

(2) Includes 231,000 options granted to Messrs. Peter G. Dornau and Jeffrey
J. Tieger in conjunction with a loan made to the Company by an entity 50% owned
by each of them

(3) Includes 1,000,000 warrants issued to Peter G. Dornau in connection
with a $ 1.5 million Subordinated Revolving Line of Credit he extended to the
Company during 2005. Such warrants are exercisable 500,000 at $ 1.03 per share
and 500,000 exercisable at $ .88 per share. The exercise price is equal to 110%
of the fair value of the underlying security at the close of business one day
prior to the date of grant.

Item 6. Selected Financial Data

N/A

Item 7. Management's Discussion and Analysis of Financial Condition and
Results of Operations

The following discussion should be read in conjunction with our
consolidated financial statements contained herein as Item 15.

Overview:

We are a leading manufacturer and distributor of chemical formulations
serving the appearance and functional categories of the marine, automotive,
recreational vehicle and home care markets. We were founded in 1973 and have
conducted operations within the aforementioned categories since then. During
1984, we changed our corporate name to Ocean Bio-Chem, Inc. (the parent company)
from our former name, Star brite Corporation. Our operations were conducted as a
privately owned company through March, 1981 when we completed our initial public
offering of common stock. 8

Critical accounting policies and estimates:

Principles of consolidation - Our consolidated financial statements include
the accounts of the parent company and its wholly owned subsidiaries. All
significant inter-company accounts and transactions are eliminated in
consolidation.

Collectibility of accounts receivable - Included in the consolidated
balance sheets as of December 31, 2007 and 2006 are allowances for doubtful
accounts aggregating approximately $47,000 and $192,700, respectively. Such
amounts are based on management's estimates of the creditworthiness of its
customers, current economic conditions and other historical information.
Consolidated bad debt expense charged against operations for the years ended
December 31, 2007 and 2006 aggregated approximately $ 24,000 and $ 71,000
respectively.

Inventories - Inventories are primarily composed of raw materials and
finished goods and are stated at the lower of cost, or market using the
first-in, first-out method,

Prepaid expenses - In any given year we introduce certain new products to
our customers. In connection therewith, we produce new collateral materials to
be distributed over an introduction period of time. We follow the policy of
Statement of Position (SOP) 93-7 amortizing these costs based on actual usage.
Advertising expenses are expensed in the period the advertising either is aired
on TV or in the month a advertisement appears in a magazine in accordance with
SOP 93-7.

Property, plant and equipment - Property, plant and equipment are stated at
cost. Depreciation is provided over the estimated useful lives of the related
assets using the straight-line method.

Stock based compensation - At December 31, 2007, the Company had options
outstanding under four stock-based compensation plans and one non-qualified
plan, which are described below. On January 1, 2006, the Company adopted
Statement of Financial Accounting Standards No. 123R (revised 2004),
"Share-Based Payment". ("SFAS No. 123R"), which requires the measurement and
recognition of compensation cost for all share-based payment awards made to
employees and directors based on estimated fair values.

Concentration of cash - At various times of the year and at December 31,
2007, we had a concentration of cash in one bank in excess of prevailing
insurance offered through the Federal Deposit Insurance Corporation at such
institution. Management does not consider the excess deposits to be a
significant risk.

Fair value of financial instruments - The carrying amount of cash
approximates its fair value. The fair value of long-term debt is based on
current rates at which we could borrow funds with similar remaining maturities,
and the carrying amount approximates fair value.

Income taxes - We file consolidated federal and state income tax returns.
We have adopted Statement of Financial Accounting Standards No. 109 in the
accompanying consolidated financial statements. The temporary differences
included therein are attributable to differing methods of reflecting
depreciation and stock based compensation for financial statement and income tax
purposes. We adopted the provisions of FASB Interpretation No. 48, "Accounting
for Uncertainty in Income Taxes -- an Interpretation of FASB Statement No. 109"
("FIN 48"), which clarified the accounting for uncertainty in income taxes
recognized in accordance with SFAS 109, on January 1, 2007. FIN 48 clarifies the
application of SFAS 109 by defining criteria that an individual tax position
must meet for any part of the benefit of that position to be recognized in the
financial statements.

Trademarks, trade names and patents - The Star brite trade name and
trademark were purchased in 1980 for $880,000. The cost of such intangible
assets was amortized on a straight-line basis over an estimated useful life of
40 years through December 31, 2001. Effective January 1, 2002 and pursuant to
Statement of Financial Accounting Standards No. 142, we have determined that
these intangible assets have indefinite lives and therefore we no longer
recognize amortization expense. In addition, we own two patents that we believe
are valuable in limited product lines, but not material to our success or
competitiveness in general. There are no capitalized costs of these two patents.

Translation of Canadian currency - The accounts of our Canadian subsidiary
are translated in accordance with Statement of Financial Accounting Standards
No. 52, which requires that foreign currency assets and liabilities be
translated using the exchange rates in effect at the balance sheet date. Results
of operations are translated using the average exchange rate prevailing
throughout the period. The effects of unrealized exchange rate fluctuations on
translating foreign currency assets and liabilities into U.S. dollars are
accumulated as the translation adjustment in shareholders' equity. Realized
gains and losses from foreign currency transactions, if any, are included in net
earnings of the period.

Performance Comparisons

N/A

Item 7A. Quantitative and Qualitative Disclosures about Market RisK

Liquidity and Capital Resources:

Cash increased significantly in the year increasing to $ 751 thousand
dollars from approximately $71 thousand dollars, an increase of approximately
$679 thousand dollars. The increase in cash is a result of increased cash flow
from operations, managements' decisions to invest prudently in capital
expenditures and improved cash management.
9

The amount of short-term borrowings outstanding at December 31, 2007 was $
1.75 million dollars. This is a reduction of $ 400 thousand dollars from the
December 31, 2006, balance of $ 2.15 million dollars.

During the year ended December 31, 2007 the Company focused on programs to
more effectively manage working capital. Accounts receivable at December 31,
2007 and 2006 aggregated approximately $ 2.0 million dollars respectively. In
2007, net sales increased $ 885 thousand dollars or 4.3%, without a comparative
increase in accounts receivable.

In addition, inventory levels increased, from approximately $5.6 million
dollars to $6.0 million dollars, comparing December 31, 2007 and 2006, an
increase of approximately $300 thousand or 6.0%. The increase was mainly
attributable to the timing of year purchases of materials, against a January 1st
price increases from our vendors on key raw materials.

Accounts payable at December 31, 2007 increased to approximately $1.0
million dollars from $944 thousand dollars. The increase is reflective of year
end vendor invoices for purchases of raw materials.

As a result of the above in 2007, the Company continued to improve its
current ratio, to 2.3 to 1 at December 31, 2007, from 2.0 to 1 at December 31,
2006.

At December 31, 2007 the Company was in compliance with its debt covenants.

The primary sources of our liquidity are our operations and short-term
borrowings from Regions Bank pursuant to a revolving line of credit aggregating
$6 million. Such line matures May 31, 2008, bears interest at the 30 Day LIBOR
plus 275 basis points (approximately 6.03% at December 31, 2007) and is secured
by our trade receivables, inventory and intangible assets. We are required to
maintain a minimum working capital of $1.5 million and meet certain other
financial covenants during the term of the agreement. As of December 31, 2007,
we were obligated under this arrangement in the amount of $1,750,000. The
Company plans on renewing the line of credit upon maturity to be used to finance
our working capital as needed.

In connection with the purchase and expansion of the Alabama facility, we
closed on Industrial Development Bonds during 1997. The proceeds were utilized
for both the repayment of certain advances used to purchase the Alabama facility
and to expand such facility for our future needs. During July 2002, we completed
a second Industrial Development Bond financing aggregating $3.5 million through
the City of Montgomery, Alabama. Such transaction funded an approximate 70,000
square foot addition to the manufacturing facility as well as the remaining
machinery and equipment additions required therein. This project was
substantially completed during 2003.

In order to market the Industrial Development Bonds at favorable rates, we
obtained a substitute irrevocable letter of credit for the 1997 issue and a new
irrevocable letter of credit for the 2002 issue. Under such letters of credit
agreements maturing on July 31, 2008, we are required to maintain a stipulated
level of working capital, a designated maximum debt to tangible ratio, and a
required debt service coverage ratio. Such letters of credit are secured by a
first priority mortgage on the underlying Alabama facility and equipment.

The bonds are marketed weekly at the prevailing rates for such tax-exempt
instruments. During the year ended December 31, 2007 such bonds carried interest
ranging between 3.56% and 4.27% annually. Interest and principal are payable
quarterly. We believe current operations are sufficient to meet these
obligations. The bonds maturity date is April 15, 2010.

On April 12, 2005 we entered into a financing obligation with Regions Bank
whereby they advanced us $500,000 to finance equipment acquisitions at our
Kinpak facility. Such obligation is due in monthly installments of principal
aggregating approximately $8,300 plus interest at prevailing rates. The
outstanding balance and interest rate on this obligation at December 31, 2007
was $233,344 and interest rate is LIBOR plus 2.5% per annum (or 5.78%).

On November 10, 2006, our President and CEO, Peter G. Dornau indicated that
he was exercising his right to convert our indebtedness to him into common stock
pursuant to the terms of the Subordinated Revolving Line of Credit he entered
into with the Company. Our total long-term debt was reduced and shareholders'
equity was increased by approximately $1,241,000, respectively. Net income and
related earnings per share for the year ended December 31, 2006 was not
materially impacted by this event.

We are involved in making sales in the Canadian market and must deal with
the currency fluctuations of the Canadian currency. We do not engage in currency
hedging and deal with such currency risk as a pricing issue.

In the year ended December 31, 2007 the Company recorded a $33 thousand
foreign currency translation adjustment as a result of the strengthening of the
Canadian dollar in relationship to the US dollar, in the conversion of the
Company's Canadian subsidiary balance sheet to US dollars.

During the past few years, we have introduced various new products to our
customers. At times this has required us to carry greater amounts of overall
inventory and has resulted in lower inventory turnover rates. The effects of
such inventory turnover have not been material to our overall operations. We
believe that all required capital to maintain such increases can continue to be
provided by operations and current financing arrangements.

Many of the raw materials that we use in the manufacturing process are
commodities that are subject to fluctuating prices. We react to long-term
increases by passing along all or a portion of such increases to our customers
as it is deemed appropriate.

As of December 31, 2007 and through the date hereof, we did not and do not
have any material commitments for capital expenditures, nor do we have any other
present commitment that is likely to result in our liquidity increasing or
decreasing in any material way. In addition, except for our need for additional
capital to finance inventory purchases, we know of no trend, additional demand,
event or uncertainty that will result in, or that is reasonably likely to result
in, our liquidity increasing or decreasing in any material way.

The cost of petroleum and related products, major components in many of our
products, which were already in an increasing cost spiral, became even more
unstable in 2007. The practical dynamics of our business do not afford us the
same pricing flexibility with our customers, available to our suppliers. We
cannot as immediately as our suppliers pass along the price increases to our
national retailers and distributors.

Results of Operations:

Years ended December 31, 2007 and 2006:

For the year ended December 31, 2007, compared to December 31, 2006 both
revenue and profits increased principally due to the factors enumerated below.

Net sales increased to $21.3 million dollars from $20.4 million dollars, an
increase of $885 thousand dollars or 4.3%. The increase sales to customers were
Wal-Mart, West Marine - Starbrite's branded products, Donovan Marine and Boaters
World partially offset by lower sales to Kellogg Marine and other customers. The
Company with the support of advertising programs increased sales of StarTron,
Mildew Stain Remover Wax Polishes and other products.

Cost of Sales and Gross Margins - For the year, gross profit increased
approximately $1.1 million dollars or 19.8%, increasing from approximately $5.7
million dollars in 2006, to approximately $6.8 million dollars in 2007. Gross
margin percentages also increased from approximately 28% to 32%, an improvement
of approximately 4%. This increase is mainly attributable to improved sales mix,
increasing sales of higher margin products, i.e. StarTron and Mildew Stain
Remover, in addition to improved margins of anti freeze products. The gross
margin benefited from lower sales of lower margin products i.e. motor oils.

Cost of Sales - Cost of sales decreased as a percentage of sales as a
result sales mix discussed above, in addition to improved margins from our
wholly owned manufacturing facility - Kinpak. In 2008 we will continue
management's initiatives to decrease plant operating costs and saving in raw
material costs at Kinpak. . Operating Expenses - For the year, operating
expenses aggregated approximately $5.9 million dollars, an increase of
approximately $590 thousand dollars from 2006. As a percentage of sales
operating expenses increased from 26.2% to 27.8%. Major increases - Advertising
& Promotion increased $419 thousand dollars. This increase was a result of
managements' initiatives to promote/advertise StarTron/Starbrite products in

both the TV Media as well as target advertising in specific industry magazines.
Selling, general & administrative expenses increased approximately $437 thousand
dollars. The primary increase was in compensation expense, computer services and
professional fees. During the year the Company, added key personnel in the sales
and marketing/computer support areas. In addition the Company recorded an non
cash compensation expense of approximately $147 thousand dollars under FASB
Statement 123R -Share based Payments, which requires the measurement and
recognition of compensation expense for all share based awards made to employees
and directors based on estimated fair values. The Company also improved its'
computer software systems using third party vendors which were expensed in the
current year.

The interest expense decreased approximately $326 thousand dollars to $355
thousand in 2007, compared to $681 thousand in 2006. Increased cash flow from
operations in addition to improved cash management resulted in the decreased
borrowings and decreased interest expense.

Income from operations - Income from operations increased to approximately
$907 thousand dollars in 2007 from an operating profit of approximately $373,
thousand in 2006, an increase of $534 thousand dollars or 143%.

Income Taxes - The Company fully utilized its net operating losses (NOL's)
in the current year. As a result the Company had a tax provision of $140
thousand dollars.

Net Income - increased to approximately $785 thousand dollars in 2007, from
a net income of approximately $ 392 thousand in 2006 an increase of $385
thousand dollars or 120%.

Contractual obligations:

The following table reflects our contractual obligations for the years
ended December 31:

Total 2008 2009-2012 2013 and thereafter
---------- ---------- ------------ --------------------

Long-term debt obligations $6,268,344 $2,309,996 $1,958,348 $2,000,000
Capital leases 60,540 29,910 30,630 -
Operating leases 939,900 102,500 430,914 406,486
---------- --------- ---------- ----------

Total $7,268,784 $2,442,406 $2,419,892 $2,406,486
========== ========== ========== ==========

Item 7A. Quantitative and Qualitative Disclosure About Market Risk

N/A

Item 8. Financial Statements and Supplementary Data

The audited financial statements of the Company required pursuant to this
Item 8 are included in this Annual Report on Form 10-K, as a separate section
commencing on page F-1 and are incorporated herein by reference.

Item 9. Changes in and Disagreements with Accountants on Accounting and
Financial Disclosure

None.

Item 9A. Controls and Procedures:

Evaluation of Disclosure Controls and Procedures. The Company has carried
out an evaluation under the supervision of management, including the President
and Chief Executive Officer ("CEO") and the Vice President - Finance and Chief
Financial Officer ("CFO"), of the effectiveness of the design and operation of
its disclosure controls and procedures. Based on that evaluation, our CEO and
CFO have concluded that, as of December 31, 2007, our disclosure controls and
procedures were effective to ensure that information required to be disclosed by
the Company in the reports filed or submitted by it under the Securities
Exchange Act of 1934, as amended, is recorded, processed, summarized and
reported within the time periods specified in the rules and forms of the SEC,
and include controls and procedures designed to ensure that information required
to be disclosed by us in such reports is accumulated and communicated to
management, including the CEO and CFO, as appropriate to allow timely decisions
regarding required disclosures.

Changes in Internal Control Over Financial Reporting. No change in internal
control over financial reporting (as defined in Rule 13a-15(f) under the
Exchange Act) occurred during the forth quarter 2007 that has materially
affected, or reasonably likely to materially affect , our internal control over
financial reporting.

Management's Report on Internal Control Over Financial Reporting. Our
management is responsible for establishing and maintaining adequate internal
control over financial reporting, as defined in Exchange Act Rule 13a-15(f). Our
management 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 this evaluation, our management concluded that our internal
controls over financial reporting was effective as of December 31, 2007. This
Annual Report on Form 10-K does not include an attestation report of our
independent registered public accounting firm regarding internal control over
financial reporting. Management's report was not subject to attestation by our
independent registered public accounting firm pursuant to temporary rules of the
Securities and Exchange Commission that permit us to provide only management's
report in the Annual Report on Form 10-K.

Part III

Item 10. Executive Officers and Directors of the Registrant

The following tables set forth the name and ages of our elected directors
and officers, as of December 31, 2007.

All directors will serve until the next annual meeting of directors or
until their successors are duly elected and qualified. Each officer serves at
the discretion of the board of directors.

There are no arrangements or understandings between any of the officers or
directors of our Company and the Company or any other persons pursuant to which
any officer or director was or is to be selected as a director or officer.

NAME OFFICER/DIRECTOR AGE

Peter G. Dornau President, Chief Executive Officer, and 68
Director since 1973

Jeffrey Barocas Vice President-Finance, Chief Financial 60
Officer and Director since 2007

William W. Dudman Vice President-Operations and Director since 2007 43

Gregor M. Dornau Executive Vice President-Sales & Marketing and Director 39
since 2007

Edward Anchel Director since 1998 61

James M. Kolisch Director since 1998 57

Laz L. Schneider Director since 1998 69

John B. Turner Director since 2000 61

Sonia B. Beard Director since 2002 37

Peter G. Dornau is our co-founder and has served as our President, CEO and
Chairman of Board of Directors since 1973.

Jeffrey Barocas joined our company in December 2006 and was elected Vice
President-Finance and Chief Financial Officer in April 2007. For the five years
immediately preceding his employment, he was an officer of both public and
privately owned companies. He was initially elected to serve as a Director of
the Company in June 2007.

William W. Dudman joined our company in February 2004 as our Vice
President-Operations and Director in 2007. For the five years immediately
preceding his employment he had held various management positions within the
marine industry, most recently with West Marine, Inc., our largest customer.

Gregor M. Dornau is the son of Peter G. Dornau, our President and Chief
Executive Officer. He has been employed by the Company as a salesman since 1990
and in 2005 was elected to serve as Executive Vice President-Sales and Director
in 2007.

Edward Anchel was elected to serve as an outside Director of the Company in
May 1998. He joined the Company as Vice President-Finance and Chief Financial
Officer in March 1999, which he held until his retirement on April 1, 2007.

James M. Kolisch joined our Board of Directors as an outside director in
May 1998. During the past five years, provides most of our insurance coverages.
Mr. Kolisch serves on the Board of Directors' Audit Committee.

Laz L. Schneider is, and has been for the past five years, an attorney in
private practice and was elected to serve as an outside Director of the Company
during May 1998. Mr. Schneider is a partner at Berger, Singerman, P.A., a law
firm that serves as our lead counsel in various corporate, SEC and litigation
matters.

John B. Turner joined our Board of Directors in June 2002. During the past
five years, Mr. Turner has been retired. Prior to his retirement, he was an
insurance executive. In addition to his insurance credentials, Mr. Turner held a
Series 7 stock brokerage license. His professional experience in the
aforementioned areas spans in excess of twenty-five years. Mr. Turner serves on
the Board of Directors' Audit Committee.

Sonia B. Beard is a Florida Certified Public Accountant working for Walt
Disney World since 1997. She currently holds the position as the Manager of
Concept Development for the Revenue Lines of Business of Walt Disney World. Ms.
Beard has in excess of twelve years financial experience. She is an outside
director and serves as the Chairperson and Financial Expert of the Board of
Directors' Audit Committee.

Audit Committee

We have an Audit Committee, which consists of Sonia B. Beard, John B.
Turner and James M. Kolisch as of December 31, 2007. The Board has designated
Sonia B. Beard as the "audit committee financial expert," as defined by Item
401(h) of Regulation S-K of the Securities Exchange Act of 1934 and serves as
its chairperson. The Board has determined that Sonia B. Beard, John B. Turner
and James M. Kolisch are "independent directors" within the meaning of the
listing standards of the NASDAQ Capital Market.

Nominating Committee

We do not have a standing Nominating Committee of the Board of Directors.
During the past five years we have had to conduct only one search for a new
director and each member participated in that process. Accordingly, we have
reached the decision that, given the size of our Company and Board, all members
of the board will actively participate in prospective searches rather than
having this function performed by a few members.

Code of Ethics

We have adopted a Code of Business Conduct and Ethics, which is applicable
to all directors, officers and employees of the company, including our principal
executive officer, our principal financial officer, our principal accounting
officer or controller or other persons performing similar functions. We filed
our Code of Ethics as Exhibit 14.1 to our Annual Report on Form 10-K for the
year ended December 31, 2004 and is incorporated herein by reference. The
Company will provide a copy of this Code of Ethics to any person on written
request to our principal financial officer.

Compliance with Section 16(a) of the Exchange Act

Based solely on reviews of Forms 3 and 4 furnished to us by the
aforementioned individuals, it was determined that no reporting person failed to
file a timely submission of ownership changes and that we were in compliance
with Rule 16(a)3(e) of the Exchange Act during our most recent fiscal year.

Item 11. Executive Compensation

The following table sets forth the amount of compensation for the fiscal
years ended December 31, 2007 and 2006, for Peter G. Dornau and each of our
executive officers, whose aggregate compensation exceeded $100,000 on an annual
basis (the "Named Executive Officers").

SUMMARY COMPENSATION TABLE
Name and
Principal Position Annual compensation Long term compensation
Restricted Options/
Stock
Year Salary Bonus Awards SARs
---- ------ ----- ------

Peter G. Dornau, CEO 2007 $104,166 $ - $25,200(1) 40,000
2006 $105,249 $ - $27,540(2) 15,000

Gregor M. Dornau, VP 2007 $107,600 $ - $25,200(1) 40,000
2006 $ 94,790 $ - $13,770(2) 21,000
-

Jeffrey S. Barocas, CFO 2007 $100,000 $ - $ 8,400(1) 25,000
2006 $ - $ - -
-

William Dudman, VP 2007 $ 90,000 $ - $25,200(1) 40,000
2006 $ 87,555 $ - $13,770(2) 22,000
-

(1) Represents the aggregate value on the date of grant of restricted stock
awards made during May, 2007 with respect to 15,000 shares of the Company's
common stock granted to each of Messrs. Peter Dornau, William W. Dudman and
Gregor Dornau, and 5,000 shares of the Company's common stock granted to Mr.
Jeffrey S. Barocas based on the closing price of the shares on the day prior to
the award date.

(2) Represents the aggregate value on the date of grant of restricted stock
awards made during April, 2006 with respect to 30,000 shares of the Company's
common stock granted to each of Messrs. Peter Dornau and 15,000 shares of the
Company's common stock granted to each of Messrs. William W. Dudman and Gregor
Dornau, based on the closing price of the day prior to the award date.

Option Grants in Last Fiscal Year

On May 17, and December 17, 2007 Incentive stock options were granted to
our Named Executive Officers as well as an additional twenty-one (21) other
employees. The total awarded options aggregated 321,000 shares of which Messrs.
Peter G. Dornau, Jeffrey S. Barocas, William Dudman, and Gregor Dornau each
received options representing 40,000, 25,000, 40,000, and 40,000 respectively.

On December 17, 2007 the Company's outside directors, received compensation
in the form of non-qualified common stock options. Each outside director
received 10,000 non-qualified common stock options, or a total of 50,000
non-qualified options.

The following table sets forth information as to the exercise of stock
options during the fiscal year ended December 31, 2007, by our Named Executive
Officers and the fiscal year-end values of unexercised options.

Shares Number of options/SAR's/ Value of in-the-money options/
acquired Value Warrants at end of fiscal year SAR'S at end of fiscal year (1)
Name by exercise realized exercisable unexercisable exercisable unexercisable
---- ----------- -------- ----------- ------------- ----------- -------------

Peter G. Dornau 25,000 $34,650 1,148,500 72,000 $416,940 $ 6,550
Jeffrey S. Barocas - - - 25,000 - 150
William W. Dudman - - 13,400 63,600 4,280 8,920
Gregor M. Dornau 20,000 25,200 34,200 76,800 5,880 9,520
------- ------- --------- ------- -------- --------

45,000 $59,850 1,196,100 237,400 $427,100 $ 25,140
======= ======= ========= ======= ======== ========

(1) The value of unexercised "in-the-money" options at December 31, 2007
was calculated by determining the difference between $1.33, the fair market
value of the underlying Common Stock at December 31, 2007 and the option price.
An option is "in-the-money" when the fair market value of the underlying Common
Stock exceeds the exercise price of the option.

Stock Option Plans

We have four stock options plans: the 1994, 2002 and 2007 Incentive Stock
Option Plans and the 2002 Non-Qualified Stock Option Plan. All of our employees
are eligible to be selected to participate in our 1994, 2002 and 2007 Qualified
Plans and in our 2002 Non-Qualified Stock Option Plan. The Plans are
administered by the Board of Directors, which selects individuals to be
participants and determines the type and number of awards to be granted.

The option price for stock options granted under all Plans is stipulated to
be not less than the fair market value of Common Stock on the date of grant and
the term of each option is fixed by the Committee. Options become exercisable as
determined by the Board of Directors.

Other Benefits

We provide our executive officers and employees with group health,
hospitalization and life insurance plans, which are contributory by the
employees. We also maintain a SAR/SEP Savings Plan and a 401(k) savings plan
which are sponsored by two of our subsidiaries, Star brite Distributing, Inc.
and Kinpak Inc., respectively. Both plans are non-contributory by the Company
and are entirely funded by employee contributions.

Securities authorized for issuance at December 31, 2007 under equity
compensation plans:

Equity compensation plans approved by security holders:
Plan stock options granted (1) 930,500 $ 1.31 96,000
Non plan stock options granted (2) 231,000 .76 -

Warrants (3) 1,000,000 .88 -
--------- ------ ------

Total equity compensation plans
approved and not approved by
security holders 2,161,500 $ 1.20 96,000
========= ====== ======

(1) Includes 270,000 options granted under the 2002 Qualified Incentive
Stock Option Plan, 185,000 options under the 2002 Non-Qualified Stock Option
Plan, 154,500 options under the 1994 Qualified Incentive Stock Option Plan (this
plan has expired and no further awards can be made under its provisions), and
321,000 options under the 2007 Qualified Incentive Stock Option Plan.

(2) Includes 231,000 options granted to Messrs. Peter G. Dornau and Jeffrey
J. Tieger in conjunction with a loan made to the Company by an entity 50% owned
by each of them.

(3) Includes 1,000,000 warrants issued to Peter G. Dornau in connection
with a $1.5 million Subordinated Revolving Line of Credit he extended to the
Company during 2005. Such warrants are exercisable 500,000 at $1.03 per share
and 500,000 exercisable at $.88 per share. The exercise price equals the fair
market value of the underlying security at date of issuance plus a 10% premium
factor.

Restricted Stock Awards as Compensation

During May 2007 we issued 102,000 shares of our common stock bearing a
restricted legend to certain officers and other key employees as a component of
their compensation. At the date of grant the shares had a market value of $1.66
each. Shares were granted as follows:

Officers:
Peter G. Dornau, President and CEO 15,000 shares
Jeffrey S. Barocas, Vice President and CFO 5,000 shares
William Dudman, Vice President 15,000 shares
Gregor M. Dornau, Vice President 15,000 shares
--------
50,000 shares
Other employees, as a group (16 individuals) 52,000 shares
-------
Total restricted shares awarded 102,000 shares
=======

These restricted stock awards were approved by our shareholders at our
Annual Meeting of Shareholders held on August 3, 2007. In addition, the Company
issued 3,500 restricted shares on October 08, 2007, at the market price of $1.87
as an additional incentive of employment for two new employees.

Compensation of Outside (Independent) Directors

Our outside directors, those other than officers of the Company, receive
compensation only in the form of non-qualified common stock options. Such
options are generally awarded for a ten year period, with an exercise price
equal to the closing market price on the date of award. And are fully vested at
time of grant. The following table reflects awards made during the three years
ended December 31, 2007:

Number of options granted during the
year ended December 31,
Director 2007 2006
-------- ---- ----
Edward Anchel 10,000 - shares
Sonia B. Beard 10,000 10,000 shares
James M. Kolisch 10,000 10,000 shares
Laz L. Schneider 10,000 10,000 shares
John B. Turner 10,000 10,000 shares
------ ------

50,000 40,000 shares
====== ======

Compensation Committee

We do not have a standing Compensation Committee of the Board of Directors.
Our Company is controlled by one shareholder, our President and CEO, Peter G.
Dornau. Mr. Dornau is actively involved in the recurring operations and has
relied on setting compensation arrangements in consultation with other key
executives of the Company. All decisions reached by this group are disclosed in
various filings with the United States Securities and Exchange Commission and
are submitted to our shareholders as a component of our annual Proxy materials.
Accordingly, we have reached the decision that, given the size of our Company
and Board, not to have a standing committee for this purpose

Certain additional disclosures required under this section are incorporated
by reference to portions of our Definitive Proxy Statement, which will be filed
within 120 days of December 31, 2007 covering our Annual Meeting of Shareholders
which will be held on or about July 1, 2008.

Item 12. Security Ownership of Certain Beneficial Owners and Management

The following table sets forth information at December 31, 2007 with
respect to the beneficial ownership of our common stock by holders of more than
5% of such stock and by all of our directors and officers as a group:

Title of Name and Address of Amount and Nature of Percent
Class Beneficial Owner Beneficial Ownership of Class

Common Peter G. Dornau, President, CEO,
Chairman Board of Directors
Fort Lauderdale, FL 33317 5,566,368 (1) 63.0%

Common Edward Anchel
Director
Boynton Beach, FL 33437 326,451 (2) 3.7%

Common Jeffrey S. Barocas,
Chief Financial Officer, Director
Weston, Fl 33326 5,000 (3) .1%

Common William W. Dudman, V. P.-Operations, Director
Fort Lauderdale, Fl 32314 77,700 (4) .9%

Common Gregor M. Dornau, Vice President-Sales, Director
Fort Lauderdale, FL 33315 304,980 (5) 3.5%

Common James M. Kolisch, Director
Coral Gables, FL 33114 66,167 (6) .7%

Common Laz L. Schneider, Director
Fort Lauderdale, FL 33305 50,000 (7) .6%

Common John B. Turner, Director
Miami, FL 33186 79,463 (8) .9%

Common Sonia B. Beard, Director
Merritt Island, FL 32952 40,000 (9) .5%
--------- -----
Common All directors and officers as a group 6,556,129 (10) 73.9%
10 individuals ========= =====

(1) Includes 1,148,500 shares that are issuable upon the exercise of stock
options and/or warrants within 60 days of December 31, 2007.

(2) Includes 43,000 shares that are issuable upon the exercise of stock
options within 60 days of December 31, 2007.

(3) Includes no shares that are issuable upon the exercise of stock options
within 60 days of December 31, 2007.

(4) Includes 13,400 shares that are issuable upon the exercise of stock
options within 60 days of December 31, 2007.

(5) Includes 34,200 shares that are issuable upon the exercise of stock
options within 60 days of December 31, 2007.

(6) Includes 50,000 shares that are issuable upon the exercise of stock
options within 60 days of December 31, 2007.

(7) Includes 50,000 shares that are issuable upon the exercise of stock
options within 60 days of December 31, 2007.

(8) Includes 50,000 shares that are issuable upon the exercise of stock
options within 60 days of December 31, 2007

(9) Includes 20,000 shares that are issuable upon the exercise of stock
options within 60 days of December 31, 2007.

(10) Includes 1,409,100 shares that are issuable upon the exercise of stock
options and/or warrants within 60 days of December 31, 2007.

Item 13. Certain Relationships and Related Transactions

In 2005 Mr. Dornau loaned the Company $1.5 million in order to bolster
working capital. In connection with the loan we issued warrants to Mr. Dornau to
purchase a maximum of 1 million shares of our common stock. Such warrants were
exercisable 500,000 shares at $1.13 and 500,000 shares at $.863. The exercise
prices were determined by the closing bid of our stock plus ten (10) percent on
each date of grant. In addition, he had the right, at his sole discretion, to
convert such debt into a maximum of 1.5 million shares of our common stock at
the rate of $1.00 per share. On November 10, 2006, Mr. Dornau notified the
Company that he was exercising his rights to convert the $1.5 million loan into
1.5 million shares of our common stock. Such transactions were approved
unanimously by the Board of Directors (with Mr. Peter Dornau abstaining from the
vote).

On May 1, 1998, we entered into a ten-year lease for approximately 12,700
square feet of office and warehouse facilities in Fort Lauderdale, Florida from
an entity fifty percent owned each by Messrs. Peter G. Dornau and Jeffrey J.
Tieger, our President and former Vice President-Advertising, respectively. On
July 12, 2006 we renewed our lease agreement for a term of ten years. The lease
required a minimum rental of $100,500 the first year and provides for a maximum
2% increase on the anniversary of the lease throughout the term, which has been
waived thru December 31, 2007. Additionally, the landlord is entitled to collect
from us its pro-rata share of all taxes, assessments, insurance premiums,
operating charges, maintenance charges and any other expenses, which normally
arise from ownership. We believe that the terms of this lease are comparable to
those of similar properties in the same geographic area of the Company available
from unrelated third parties. Rent charged to operations during the years ended
December 31, 2007 and 2006 amounted to approximately $100,500 each year.

We acquired the rights to the Star brite(R) trademark and related products
for the United States and Canada in conjunction with our original public
offering during March 1981. Peter G. Dornau, our president is the direct or
beneficial owner of three companies that market Star brite(R) products outside
the United States and Canada. These companies serve as distributors of our
products and the terms of payment are the same as for our other customers. At
December 31, 2007 and 2006, we had amounts due from affiliated companies, which
are directly or beneficially owned by our president aggregating approximately
$109,000 and $231,000, respectively.

Sales to such affiliates were sold at cost of material and labor plus an
amount to cover manufacturing overhead costs. In addition, the affiliates are
charged for their allocable share of administrative expenses of the Company. The
sales to affiliates aggregated approximately $732,000 and $622,300 during the
years ended December 31, 2007 and 2006, respectively; and allocable
administrative fees aggregated $333,000 and , $350,000, respectively for such
periods.

A subsidiary of ours currently uses the services of an entity that is owned
by our president to conduct product research and development. Such entity
received $30,000 per year during the years ended December 31, 2007 and 2006
under such relationship.

Mr. Kolisch a Director of the Company sources most of the Company's
insurance needs at a arms length basis.

Item 14. Principal Accounting Fees and Services

The information required for this item is incorporated by reference to our
Definitive Proxy Statement to be filed in conjunction with our upcoming annual
shareholders' meeting which shall be filed with the United States Securities and
Exchange Commission and sent out to shareholders prior to 120 days past our
year-end of December 31, 2007.

Part IV

Item 15. Exhibits, Financial Statements, Schedules and Reports Filed on
Form 8K

(A) Exhibits

3.1 Articles of Incorporation (incorporated by reference to the Company's
Registration Statement on Form S-18 filed with the United States Securities and
Exchange Commission on March 26, 1981).

3.2 Bylaws (incorporated by reference to the Company's Registration
Statement on Form S-18 filed with the United States Securities and Exchange
Commission on March 26, 1981).

4.1 Form of Certificate for Series 1997 Bonds*

4.2 Form of Certificate for Series 2002 Bond*

4.3 Trust Indenture dated as of December 1, 1996 between the IDB Board and
Regions Bank, as Trustee and Registrar relating to the $4,000,000 1997 IDB
Bonds*

4.4 Supplement to Trust Indenture for 1997 Bonds dated March 1, 1997*.

4.5 Trust Indenture dated as of July 22, 2002 between the IDB Board and
Regions Bank, as Trustee and Registrar relating to the $3,500,000 Taxable IDB
Bonds Series 2002*

10.1 Restated Lease Agreement dated as of December 1, 1996 between The
Industrial Development Board of the City of Montgomery ("IDB Board") and Kinpak,
Inc.*

11 First Supplemental Lease dated as of March 1, 1997 between the IDB Board
and Kinpak, Inc.*

10.3 Second Supplemental Lease dated as of July 1, 2002 between the IDB
Board and Kinpak, Inc.*

10.4 Credit Agreement dated as of July 1, 2002 by and among the Company,
Star-Brite Distributing, Inc., Star Brite-Automotive, Inc., Star-Brite
Distributing (Canada), Inc., Kinpak Inc. and Regions Bank*

10.5 Amendment to Credit Agreement dated June 1, 2004 by and among the
Company, Star-Brite Distributing, Inc., Star-Brite Automotive, Inc., Star Brite
Distributing (Canada), Inc., Kinpak, Inc. and Regions Bank*

10.6 Mortgage, Assignment of Leases and Security Agreement dated as of July
1, 2002 between Kinpak, Inc. and Regions Bank.*

10.7 Security Agreement dated as of July 22, 2002 between Kinpak, Inc. and
Regions Bank.*

10.8 Irrevocable Letter of Credit dated July 22, 2002 issued by Regions
Bank to secure the Series 1991 Bonds*

10.9 Irrevocable Letter of Credit dated July 22, 2002 issued by Regions
Bank to secure the Series 2002 Bonds*

10.10 Extension to Credit Agreement dated March 31, 2003 by and among the
Company, Star-Brite Distributing, Inc., Star-Brite Automotive, Inc., Star Brite
Distributing (Canada), Inc., Kinpak, Inc. and Bank*

10.11 Ocean Bio-Chem, Inc. 1992 Incentive Stock Option Plan (incorporated
by reference to Form S-8 filed with the United States Securities and Exchange
Commission on June 24, 1994).

10.12 Ocean Bio-Chem, Inc. 1994 Non-Qualified Stock Option Plan
(incorporated by reference to Form S-8 filed with the United States Securities
and Exchange Commission on June 24, 1994).

10.13 Ocean Bio-Chem, Inc. 2002 Incentive Stock Option Plan (incorporated
by reference to an exhibit contained in the Company's proxy statement filed with
the United States Securities and Exchange Commission on April 28, 2003).

10.14 Ocean Bio-Chem, Inc. 2007 Incentive Stock Option Plan (incorporated
by reference to an exhibit contained in the Company's proxy statement filed with
the United States Securities and Exchange Commission on June 20, 2007).

10.24 Lease dated May 1, 1998 between Star Brite Distributing, Inc. and
PEJE, Inc and renewal of lease dated

14.1 Code of Ethics (incorporated by reference to an exhibit contained in
the Company's proxy statement filed with the United States Securities and
Exchange Commission on April 13, 2004).

21. List of Subsidiaries **

31.1 Certification of Chief Executive Officer pursuant to Section 302 of
Sarbanes-Oxley **

31.2 Certification of Chief Financial Officer pursuant to Section 302 of
Sarbanes-Oxley **

32.1 Certification of Chief Executive Officer pursuant to Section 906 of
Sarbanes-Oxley **

32.2 Certification of Chief Financial Officer pursuant to Section 906 of
Sarbanes-Oxley **

* Incorporated by reference to our Annual Report on Form 10-K for the year
ended December 31, 2006.

** Attached hereto.
23

SIGNATURES

Pursuant to the requirements of Section 13 or 15(d) of the Securities
Exchange Act of 1934, the Registrant has duly caused this report to be signed on
its behalf by the undersigned, hereunto duly authorized.

OCEAN BIO-CHEM, INC.
Registrant

By: /s/ Peter G. Dornau
-------------------------------------------------
PETER G. DORNAU
Chairman of the Board of Directors
and Chief Executive Officer
March 28, 2008

By: /s/ Jeffrey S. Barocas
-------------------------------------------------
Jeffrey S. Barocas
Chief Financial Officer
March 28, 2008

Pursuant to the requirements of the Securities Exchange Act of 1934, this
report has been signed by the following persons on behalf of the Registrant and
in the capacities and on the dates indicated.

Signature Capacity Date
---------- ------------ -----
/s/ Peter G. Dornau President, Chief Executive March 28, 2008
--------------------- Officer and Director
Peter G. Dornau

/s/Jeffrey S. Barocas Chief Financial Officer March 28, 2008
--------------------- and Director
Jeffrey S. Barocas

/s/Greg Dornau Vice President Sales & Marketing March 28, 2008
--------------------- and Director
Greg Dornau

/s/William Dudman Vice President Operations March 28, 2008
--------------------- and Director
William Dudman

/s/ Edward Anchel Director March 28, 2008
---------------------
Edward Anchel

/s/ James M. Kolisch Director March 28, 2008
---------------------
James M. Kolisch

/s/ Laz L. Schneider Director March 28, 2008
---------------------
Laz Schneider

/s/ John B. Turner Director March 28, 2008
---------------------
John B. Turner

/s/ Sonia B. Beard Director March 28, 2008
---------------------
Sonia B. Beard

Pursuant to the requirements of the Securities Exchange Act of 1934, the
Registrant has not sent an annual report or proxy material to security-holders
as of this date. Subsequent to this filing the Registrant will produce an annual
report and definitive proxy materials for its Annual Meeting of Shareholders.
Copies of such shall be filed with the United States Securities and Exchange
Commission pursuant to the current requirements.

EXHIBIT 21

The following is a list of the Registrant's subsidiaries:

Name: Ownership %

Star brite Distributing, Inc. 100
Star brite Distributing Canada, Inc. 100
D & S Advertising Services, Inc. 100
Star brite StaPut, Inc. 100
Star brite Service Centers, Inc. 100
Star brite Automotive, Inc. 100
Kinpak Inc. 100

EXHIBIT 32.1/2

CERTIFICATION

Pursuant to 18U.S.C. Section 1350, the undersigned officers of Ocean
Bio-Chem, Inc. (the "Company"), hereby certify that the Company's Annual Report
on Form 10-K for the year ended December 31, 2007 (the "Report") fully complies
with the requirements of Section 13(a) or 15(d), as applicable, of the
Securities Exchange Act of 1934 and that 5he information contained in the Report
fairly presents, in all material respects, the financial condition and results
of operation of the Company.

Dated: March 28, 2008

/s/ Peter G. Dornau
-------------------------
Peter G. Dornau
Chairman of the Board of
Directors and Chief
Executive Officer

/s/ Jeffrey S. Barocas
-------------------------
Jeffrey S. Barocas
Chief Financial
Officer

Exhibit 31.1
CERTIFICATION

I, Peter G. Dornau certify that:

1. I have reviewed this Form 10-K of Ocean Bio-Chem, Inc. as of and for the
period ended December 31, 2007;

2. Based on my knowledge, this report does not contain any untrue statement
of a material fact or omit to state a material fact necessary to make the
statements made, in light of the circumstances under which such statements were
made, not misleading with respect to the period covered by this report;

3. Based on my knowledge, the financial statements, and other financial
information included in this report, fairly present in all material respects the
financial condition, results of operations and cash flows of the registrant as
of, and for, the periods presented in this report;

4. The registrant's other certifying officer and I are responsible for
establishing and maintaining disclosure controls and procedures (as defined in
Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial
reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the
registrant and we have:

a) designed such disclosure controls and procedures, or caused such
disclosure controls and procedures to be designed under our supervision, to
ensure that material information relating to the registrant, including its
consolidated subsidiaries, is made known to us by others within those entities,
particularly during the period in which this report is being prepared;

b) designed such internal control over financial reporting, or caused such
internal control over financial reporting to be designed under our supervision,
to provide reasonable assurance regarding the reliability of financial reporting
and the preparation of financial statements for external purposes in accordance
with generally accepted accounting principles;

c) evaluated the effectiveness of the registrant's disclosure controls and
procedures and presented in this report our conclusions about the effectiveness
of the disclosure controls and procedures, as of the end of the period covered
by this report based on such evaluation; and

d) disclosed in this report any change in the registrant's internal control
over financial reporting that occurred during the registrant's most recent
fiscal quarter (the registrant's fourth fiscal quarter in the case of an annual
report) that has materially affected, or is reasonably likely to materially
affect, the registrant's internal control over financial reporting.

5. The registrant's other certifying officer and I have disclosed, based on
our most recent evaluation of internal control over financial reporting, to the
registrant's auditors and the audit committee of registrant's board of directors
(or persons performing the equivalent function):

a) All significant deficiencies and material weaknesses in the design or
operation of internal control over financial reporting which are reasonably
likely to adversely affect the registrant's ability to record, process,
summarize and report financial information; and

b) Any fraud, whether or not material, that involves management or other
employees who have a significant role in the registrant's internal control over
financial reporting.

Dated: March 28, 2008 /s/ Peter G. Dornau
-------------------
Peter G. Dornau
Chairman of the Board and
Chief Executive Officer

Exhibit 31.2
CERTIFICATION

I, Jeffrey S. Barocas certify that:

1. I have reviewed this Form 10-K of Ocean Bio-Chem, Inc. as of and for the
period ended December 31, 2007;

b) Any fraud, whether or not material, that involves management or other
employees who have a significant role in the registrant's internal control over
financial reporting.

Dated: March 28, 2008 /s/ Jeffrey S. Barocas
----------------------
Jeffrey S. Barocas
Chief Financial Officer

OCEAN BIO-CHEM, INC. AND SUBSIDIARIES

CONSOLIDATED FINANCIAL STATEMENTS

YEARS ENDED DECEMBER 31, 2007 AND 2006

OCEAN BIO-CHEM, INC. AND SUBSIDIARIES
INDEX TO CONSOLIDATED FINANCIAL STATEMENTS
YEARS ENDED DECEMBER 31, 2007 AND 2006

Page

Report of independent registered public accounting firm F-2

Consolidated balance sheets F-3

Consolidated statements of operations F-4

Consolidated statements of shareholders' equity F-5

Consolidated statements of cash flows F-6

Notes to consolidated financial statements F-8 - F-19

REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

To the Board of Directors and Shareholders of
Ocean Bio-Chem, Inc.

We have audited the accompanying consolidated balance sheets of Ocean
Bio-Chem, Inc. and Subsidiaries as of December 31, 2007 and 2006, and the
related consolidated statements of operations, shareholders' equity, and cash
flows for the years then ended. These financial statements are the
responsibility of the company's management. Our responsibility is to express an
opinion on these financial statements based on our audits.

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 audits 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 audits provide 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 Ocean Bio-Chem,
Inc. and Subsidiaries as of December 31, 2007 and 2006 and the consolidated
results of its operations and its consolidated cash flows for the years then
ended, in conformity with accounting principles generally accepted in the United
States of America.

Berenfeld Spritzer Shechter & Sheer LLP
Certified Public Accountants

March 31, 2008
Ft. Lauderdale, Florida

F-2

OCEAN BIO-CHEM, INC. AND SUBSIDIARIES
CONSOLIDATED BALANCE SHEETS
DECEMBER 31, 2007 AND 2006

ASSETS
2007 2006
------- -------

Current Assets:
Cash $ 750,901 $ 71,080
Trade accounts receivable net of allowance for
doubtful accounts of approximately $47,000
and $192,700, respectively 1,974,654 2,026,870
Inventories 5,993,657 5,647,933
Prepaid expenses and other current assets 285,126 218,151
----------- -----------

Total current assets 9,004,338 7,964,034
----------- -----------

Property, plant and equipment, net 6,235,812 6,800,176
----------- -----------

Other assets:
Trademarks, trade names, and patents 330,439 330,439
Due from affiliated companies 109,310 231,200
Deposits and other assets 253,718 203,510
----------- --------------
Total other assets 693,467 765,149
----------- ------------

Total assets $15,933,617 $15,529,359
=========== ===========

LIABILITIES AND SHAREHOLDERS' EQUITY

Current liabilities:
Accounts payable trade $ 1,010,263 $ 943,907
Note payable bank 1,750,000 2,150,000
Current portion of long-term debt 589,906 586,060
Accrued expenses payable 511,758 363,669
----------- -----------
Total current liabilities 3,861,927 4,043,636
----------- ------------

Long-term debt less current portion 3,988,978 4,550,190
----------- ------------

Commitments and contingencies - -

Shareholders' equity:
Common stock - $.01 par value, 10,000,000 shares authorized,
7,871,816 and 7,621,316 shares issued and outstanding at December
31, 2007 and 2006, respectively 78,718 76,213
Additional paid-in capital 7,780,547 7,257,447
Foreign currency translation adjustment ( 209,049) ( 176,094)
Retained earnings (deficit) 440,691 ( 213,838)
----------- ------------
8,090,907 6,943,728
Less treasury stock 7,519 shares, at cost ( 8,195) ( 8,195)
------------ ------------
Total shareholders' equity 8,082,712 6,935,533
------------ ------------

Total liabilities and shareholders' equity $15,933,617 $15,529,359
============ ============

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

F-3

OCEAN BIO-CHEM, INC. AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF OPERATIONS
YEARS ENDED DECEMBER 31, 2007 AND 2006

2007 2006
---- ----

Gross Sales $23,308,891 $22,338,500

Less discounts, returns and allowances 1,996,635 1,911,368
----------- -----------
Net sales 21,312,256 20,427,132

Cost of goods sold 14,470,397 14,719,006
----------- -----------
Gross profit 6,841,859 5,708,126
----------- -----------

Operating expenses:
Advertising and promotion 1,562,423 1,143,420
Selling and administrative 4,018,150 3,510,715
Interest 354,622 680,572
----------- -----------
Total operating expenses 5,935,195 5,334,707
----------- -----------

Income from operations 906,664 373,419

Interest and other income 18,597 18,638
----------- -----------

Income before provision
for income taxes 925,261 392,057

Provision for income taxes 200,260 -
----------- -----------

Net income 725,001 392,057

Other comprehensive income (loss):
Foreign currency translation,
net of taxes ( 32,955) 3,559
----------- -----------

Comprehensive income $ 692,046 $ 395,616
=========== ===========

Earnings per share:
Basic $ .09 $ .06
=========== ===========
Diluted $ .08 $ .05
=========== ===========

Weighted average shares- basic 7,690,191 6,207,983
=========== ===========
Weighted average shares - diluted 8,826,259 7,214,326
=========== ===========

The accompanying notes are an integral part of these financial statements

F-4

OCEAN BIO-CHEM, INC. AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF SHAREHOLDERS' EQUITY
YEARS ENDED DECEMBER 31, 2007 AND 2006

Foreign Retained
Common stock Additional currency earnings Treasury
Shares Amount paid-in capital adjustment(deficit) stock Total
-------- ------- --------------- -------------------- ---------- -----

January 1,
2006 5,849,316 $ 58,493 $5,397,845 ($ 179,653) ($605,895) ($8,195) $4,662,595

Net income 392,057 392,057

Forgiveness of debt- affiliates 295,752 295,752

P Dornau con-
version of debt 1,500,000 15,000 1,225,920 1,240,920

Bonus shares to
employees 129,000 1,290 118,132 119,422

Exercise of stock
options 143,000 1,430 145,620 147,050

Stock based compensation 74,178 74,178

Foreign currency
translation
adjustment 3,559 3,559
--------- -------- ---------- ---------- ---------- -------- -----------
December 31,
2006 7,621,316 76,213 7,257,447 ( 176,094) ( 213,838) ( 8,195) 6,935,533

Adjustment for SAB 108
implementation 40,200 ( 70,472) (30,272)

Net Income 725,001 725,001

Bonus shares to employees 105,500 1,055 146,850 147,905

Exercise of stock options 145,000 1,450 189,066 190,516

Stock based compensation 146,984 146,984

Foreign currency translation
adjustment ( 32,955) ( 32,955)
--------- -------- ---------- ---------- ---------- -------- -----------

December 31, 7,871,816 $78,718 $7,780,547 ($ 209,049) $ 440,691 ($8,195) $8,082,712
2007 ========= ======== ========== =========== ========== ======== ===========

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

F-5

OCEAN BIO-CHEM, INC. AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF CASH FLOWS
YEARS ENDED DECEMBER 31, 2007 AND 2006

2007 2006
---- ----

Cash flows from operating activities:
Net Income $ 725,001 $ 392,057
Adjustment to reconcile net income to net cash
provided by operations
Depreciation and amortization 785,064 780,753
Stock based compensation 294,889 195,030
Accounts receivable allowance for doubtful accounts 168,874 ( 61,408)
Changes in assets and liabilities:
Accounts receivable ( 197,916) 61,700
Inventory ( 345,724) 612,879
Deposit and other assets ( 50,210) -
Recoverable income taxes - 274,500
Prepaid expenses ( 66,975) 44,242
Accounts payable, accrued taxes, and other 148,090 ( 401,041)
----------- -----------
Cash provided by operating activities 1,461,093 1,898,712
----------- -----------
Cash flows used by investing activities:
Purchases of property, plant & equipment ( 95,665) ( 270,289)
----------- -----------
Cash (used in) investing activities ( 95,665) ( 270,289)
----------- -----------
Cash flows from financing activities:
Borrowings (repayments) line of credit ( 400,000) (1,850,000)
Proceeds from stock options exercises 190,516 147,050
Amounts due from affiliates 121,890 ( 202,178)
(Payments of) proceeds from long-term debt ( 565,058) 139,683
----------- -----------
Cash provided (used in) financing activities ( 652,652) (1,765,445)
----------- -----------
Cash prior to effect of exchange rate on cash 712,776 ( 137,022)

Effect of exchange rate on cash ( 32,955) 3,559
----------- -----------
Net effect in cash 679,821 ( 133,463)
Cash at beginning of year 71,080 204,543
----------- -----------
Cash at end of year $ 750,901 $ 71,080
========== ===========

Supplemental disclosure of cash transactions
Cash paid for interest during year $ 354,621 $ 680,572
=========== ===========
Cash paid for income taxes during year $ 200,000 -
=========== ===========
Supplemental disclosure of non-cash transactions
Conversion of the Company indebtedness to
P. Dornau to equity $ - $1,241,000
=========== ==========
Forgiveness of indebtedness to an affiliate $ - $ 295,752
=========== ===========

The accompanying notes are an integral part of these financial statements

F-6

OCEAN BIO-CHEM, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED STATEMENTS
YEARS ENDED DECEMBER 31, 2007 AND 2006

Note 1 - Organization and summary of significant accounting policies:

Organization - The Company was incorporated during November, 1973 under the
laws of the state of Florida and operates as a manufacturer and distributor of
products principally under the Star brite(R) brand to the marine, automotive and
recreational vehicle aftermarkets.

Principles of consolidation - The consolidated financial statements include
the accounts of the Company and its wholly owned subsidiaries. All significant
inter-company accounts and transactions have been eliminated in consolidation.

Revenue recognition - Revenue from product sales is recognized when
persuasive evidence of an arrangement exists, delivery to customer has occurred,
the sales price is fixed and determinable, and collectibility of the related
receivable is probable. Reported net sales are net of customer prompt pay
discounts, contractual allowances, authorized customer returns, consumer rebates
and other allowable deductions from our invoices. Cooperative advertising
deductions, based on our customers' promotion of our products is recognized as
an advertising cost and charged against operations as an operating expense. The
Company follows the policy of reporting sales taxes as a net amount -receipts
and payments recorded in a liability account.

Inventories - Inventories are primarily composed of raw materials and
finished goods and are stated at the lower of cost, using the first-in,
first-out method, or market. The composition of inventories at December 31, 2007
and 2006 are as follows:

2007 2006
---- ----
Raw materials $3,247,359 $3,423,030
Finished goods 2,821,861 2,244,903
---------- ----------
$6,069,220 $5,667,933

Inventory Reserves ( 75,563) ( 20,000)
------------ -----------
Inventory Net $5,993,657 $5,647,933
============ ===========

At December 31, 2007 and 2006 and for the years then ended, approximately
$75,600 and $20,000 respectively is reflected in the accompanying consolidated
financial statements as a reserve for slow moving inventory.

Shipping and handling costs - All shipping and handling costs incurred by
us are included in operating expenses on the statements of income. These costs
totaled approximately $834,850 and $880,535 for the years ended December 31,
2007 and 2006 respectively.

Prepaid expenses - During the years ended December 31, 2007 and 2006 the
Company introduced certain new products to its customers. In connection
therewith, the Company produced new product collateral materials to be
distributed over a period of time of approximately one year. At December 31,
2007 the Company did not have any accumulated cost of collateral materials on
hand. For the year 2006 the Company amortized $15,400.

F-7

Property, plant and equipment - Property, plant and equipment are stated at
cost. Depreciation is provided over the estimated useful lives of the related
assets using the straight-line method.

Stock based compensation - The Company adopted Statement of Financial
Accounting Standards No. 123 (revised 2004), "Share Based Payment" ("SFAS No.
123R"), which requires the measurement and recognition of compensation cost for
all share-based payment awards made to employees and directors based on
estimated fair values.

Staff Accounting Bulletin No. 108 - In September 2006, the SEC staff issued
Staff Accounting Bulletin No. 108, "Considering the Effects of Prior Year
Misstatements when Quantifying Misstatements in Current Year Financial
Statements" ("SAB No. 108"). This SAB provides guidance on the consideration of
the effects of prior year misstatements in quantifying current year
misstatements for the purpose of a materiality assessment. SAB No. 108
establishes an approach that requires quantification of financial statement
errors based on the effects on each of the Company's financial statements and
related financial statement disclosures. The SAB permits existing public
companies to record the cumulative effect of initially applying this approach in
the first year ending after November 15, 2006 by recording the necessary
correcting adjustments to the carrying values of assets and liabilities as of
the beginning of that year with the offsetting adjustment recorded to the
opening balance of retained earnings. Additionally, the use of the cumulative
effect transition method requires detailed disclosure of the nature and amount
of each individual error being corrected through the cumulative adjustment and
how and when it arose. At December 31, 2007, the Company recorded an adjustment
under SAB No. 108.

The transition provisions of SAB No. 108 permit the Company to adjust for
the cumulative effect on retained earnings of immaterial errors relating to
prior years. Such adjustments do not require previously filed reports with the
SEC to be amended.

The Company adopted SAB No. 108 effective January 1, 2007. In accordance
with the requirements of SAB No. 108, the Company has adjusted the opening
retained earnings balance for 2007 in the accompanying consolidated financial
statements for adoption of SFAS No. 123-R , in addition to the recording of a
contingent legal liability.

At the end of 2007, the Company re-evaluated its Black Scholes model and
the adoption of SFAS No. 123 R and recorded an adjustment to the opening
retained earnings of approximately $40,000. In addition under SAB No 108 the
Company recorded an adjustment to record a contingent liability of approximately
$30,000 to opening retained earnings. The adjustments had no impact on income
tax expense.

The Company considers this adjustment to be immaterial as it did not impact
the consolidated statements of operations and the adjustment was not material to
the consolidated balance sheets in prior periods.

F-8

The cumulative effect of the adjustment above on the opening balances of
the balance sheet is as follows (in thousands):

As of January 1, 2007
Liabilities and
Balance Sheet Accounts as Adjusted Shareholders'
Increase (Decrease) Assets Equity
-------------------------------

Retained earnings $ - $ 70,472
Additional Paid in Capital - ( 40,200)
Accrued Liabilities - ( 30,272)
----------- --------------
Total $ - $ -
=========== =============

Use of estimates - The preparation of financial statements in conformity
with U.S. generally accepted accounting principles requires management to make
estimates that affect the reported amount of assets, liabilities, revenues and
expenses during the reporting period. Actual results could differ from those
estimates.

Concentration of credit risk - Financial instruments that potentially
subject the Company to concentration of credit risk consist primarily of
accounts receivable. The Company's five largest customers represented
approximately 51% and 59% of consolidated gross revenues for the years ended
December 31, 2007 and 2006; and 44% and 57% of consolidated accounts receivable
at December 31, 2007 and 2006, respectively. The Company has a longstanding
relationship with each of these entities and has always collected open
receivable balances. However, the loss of any of these customers could have an
adverse impact on the Company's operations.

Concentration of cash - At various times of the year and at December 31,
2007, the Company had a concentration of cash in one bank in excess of
prevailing insurance offered through the Federal Deposit Insurance Corporation
at such institution. Management does not consider the excess deposits to be a
significant risk.

Fair value of financial instruments - The carrying amount of cash
approximates its fair value. The fair value of long-term debt is based on
current rates at which the Company could borrow funds with similar remaining
maturities, and the carrying amount approximates fair value.

Impairment of long-lived assets - Potential impairments of long-lived
assets are reviewed annually or when events and circumstances warrant an earlier
review. In accordance with SFAS No. 144, impairment is determined when estimated
future undiscounted cash flows associated with an asset are less than the
asset's carrying value.

Income Taxes - Income taxes are accounted for under the asset and liability
method. Deferred tax assets and liabilities are recognized for the future tax
consequences attributable to differences between the financial statement
carrying amounts of existing assets and liabilities and their respective tax
bases and operating loss and tax credit carry-forwards. Deferred tax assets and
liabilities are measured using enacted tax rates expected to apply to taxable
income in the years in which those temporary differences are expected to be
recovered or settled. The effect on deferred tax assets and liabilities of a
change in tax rates is recognized in income in the period that includes the
enactment date.

In assessing the ability to realize a portion of deferred tax assets,
management considers whether it is more likely than not that some portion or all
of the deferred tax assets will not be realized. The ultimate realization of
deferred tax assets is dependent upon the generation of future taxable income
during the periods in which those temporary differences become deductible.
Management considers the scheduled reversal of deferred tax liabilities and
projected future taxable income in making the assessment.

Effective January 1, 2007, the Company adopted Financial Accounting
Standards Board ("FASB) Interpretation No. (FIN) 48, "Accounting for Uncertainty
in Income Taxes" and FSP FIN 48-1, which amended certain provisions of FIN 48.
FIN 48 clarifies the accounting for uncertainty in income taxes recognized in
financial statements in accordance with SFAS No. 109, "Accounting for Income
Taxes." FIN 48 prescribes a recognition threshold and measurement attribute for
the financial statement recognition and measurement of a tax position taken or
expected to be taken in a tax return. FIN 48 requires that the Company determine
whether the benefits of the Company's tax positions are more likely than not of
being sustained upon audit based on the technical merits of the tax position.
The provisions of FIN 48 also provide guidance on de-recognition,
classification, interest and penalties, accounting in interim periods and
disclosure. The Company did not have any unrecognized tax benefits and there was
no effect on the financial condition or results of operations for the twelve
months ended December 31, 2007 as a result of implementing FIN 48, or FIN 48-1.
In accordance with FIN 48 the Company adopted the policy of recognizing
penalties in selling and administrative expenses and interest, if any, related
to unrecognized tax positions as income tax expense. The tax years 2004-2007
remain subject to examinations by major tax jurisdictions.

F-9

Trademarks, trade names and patents - The Star brite trade name and
trademark were purchased in 1980 for $880,000. The cost of such intangible
assets was amortized on a straight-line basis over an estimated useful life of
40 years through December 31, 2001. Effective January 1, 2002 and pursuant to
Statement of Financial Accounting Standards No. 142, the Company has determined
that these intangible assets have indefinite lives and therefore we no longer
recognize amortization expense. In addition, the Company owns two patents that
it believes are valuable in limited product lines, but not material to its
success or competitiveness in general. There are no capitalized costs of these
two patents.

Translation of Canadian currency - The accounts of the Company's Canadian
subsidiary are translated in accordance with Statement of Financial Accounting
Standards No. 52, which requires that foreign currency assets and liabilities be
translated using the exchange rates in effect at the balance sheet date. Results
of operations are translated using the average exchange rate prevailing
throughout the period. The effects of unrealized exchange rate fluctuations on
translating foreign currency assets and liabilities into U.S. dollars are
accumulated as the translation adjustment in shareholders' equity. Realized
gains and losses from foreign currency transactions, if any, are included in net
earnings of the period.

Earnings per share - The Company computes earnings per share in accordance
with the provisions of SFAS No. .128, "Earnings per share," which establishes
standards for computing and presenting basic and diluted earnings per share.
Basic earnings per share is computed by dividing net earnings available to
common shareholders by the weighted average number of shares outstanding during
the period. Diluted earnings per share is computed assuming the exercise of
stock options under the treasury stock method and the related income taxes
effects, if not anti-dilutive. For loss periods common share equivalents are
excluded from the calculation, as their effect would be anti-dilutive. See Note
10 Earnings per share computation of basic and diluted number of shares.

Reclassifications - Certain items in the accompanying consolidated
financial statements for the years ended December 31, 2006 have been
reclassified to conform with the 2007 presentation.

Note 2 - Property, plant and equipment:

The Company's property, plant and equipment consisted of the following:

Estimated
Useful Life - Years

December 31,
2007 2006
----- ----

Land $ 278,325 $ 278,325
Building 30 years 4,389,155 4,389,155
Manufacturing and warehouse equipment 6-20 years 6,367,883 6,521,010
Office equipment and furniture 3-5 years 509,496 678,537
Construction in process 21,079 47,798
Leasehold improvement 10-15 years 122,644 145,505
----- ----------- ----------
11,688,582 12,060,330
Less accumulated depreciation 5,452,770 5,260,154
----------- -----------
Total property, plant and equipment, net $6,235,812 $6,800,176
=========== ==========

Depreciation expense for the years ended December 31, 2007 and 2006 which
includes amortization of capitalized lease assets, amounted to $785,064 and
$780,753 respectively.

Included in property, plant and equipment are the following assets at the
Company's Alabama subsidiary and which are substantially held under capitalized
leases securing certain City of Montgomery, AL Industrial Development Bonds:

December 31,
2007 2006
---- ----

Land $ 278,325 $ 278,325
Building 4,389,154 4,389,154
Manufacturing and warehouse equipment 6,340,073 6,203,283
Construction in process 21,079 23,391
Office equipment and furniture 372,689 361,221
----------- ----------
11,401,320 11,255,374
Less accumulated depreciation 5,339,212 4,598,825
----------- ----------
Total property, plant and equipment, net $ 6,062,108 $6,656,549
=========== ==========

F-10

During February 1996, the Company purchased the assets of Kinpak, Inc. In
order to finance the expansion contemplated by the purchase, the Company entered
into an agreement with the City of Montgomery to issue Industrial Development
Bonds. The Alabama facility expansion consisted of an additional building, which
was completed during October 1997, bringing the facility, at that time, to
approximately 110,000 square feet. Such facility serves as the Company's primary
manufacturing and distribution center.

During the year ended December 31, 2002, the Company entered into an
agreement with the City of Montgomery to issue an additional series Industrial
Development Bonds aggregating $3,500,000 to finance the construction of an
additional 70,000 square feet of warehousing and manufacturing space and the
related equipment requirements. Such project was substantially completed during
2003.

Management has considered the impact of the loss sustained for the year
ended December 31, 2005 in order to determine if a permanent impairment of value
of these assets has been experienced. The underlying reasons for the loss are
not viewed as permanent in nature and, management does not believe that a
permanent impairment has been realized. Accordingly, no adjustment has been
made.

Obligations for future payments attributable to these capitalized leases
are discussed in Note 4, below.

Note 3 - Note payable, bank:

During 2002, the Company secured a revolving line of credit, which provided
a maximum of $6 million of working capital from the commercial bank providing
the financing for the expansion discussed in Note 2, above. The line carries
interest based on the 30 day LIBOR rate plus 275 basis points (approximately
6.03% and 8.10% at December 31, 2007 and 2006 respectively) payable monthly and
is collateralized by the Company's inventory, trade receivables, and intangible
assets. During May 2004, the Company and its commercial bank agreed to increase
the maximum allowed borrowing under the line to $6 million. The remaining terms
including required financial covenants relating to maintaining minimum working
capital levels, maintaining stipulated debt to tangible net worth and adhering
to debt coverage ratios were substantially unchanged. At December 31, 2007 the
Company was in compliance with all financial covenants of the loan agreement.
This financing matures on May 31, 2008.

As of December 31, 2007 and 2006 the Company was obligated to its
commercial lender under this arrangement in the amounts of $1,750,000 and
$2,150,000 respectively. The average outstanding loan balances and interest
incurred for the years ended December 31, 2007 and 2006 were approximately
$2,209,000, $4,081,000 and $177,700 and $321,500, respectively.

Note 4 - Long-term debt:

Long-term debt at December 31, 2007 consisted of the following:

The Company is obligated pursuant to capital leases financed through
Industrial Development Bonds. Such obligations were incurred during 1997 and
2002 in connection with building and equipment expansion at the Company's
Alabama manufacturing and distribution facility. Both bear interest at tax-free
rates that adjust weekly. At December 31, 2007, $1,445,000 and $2,840,000 were
outstanding attributable to the 1997 and 2002 series, respectively. During the
year ended December 31, 2007 interest rates ranged between 3.56% and 4.27%.
During the year ended December 31, 2006 interest rates ranged between 3.08% and
4.24%. Interest expense for 2007 and 2006 was approximately $184,316 and
$188,200, respectively. Principal and accrued interest retiring the underlying
bonds are payable quarterly through March 2012 and July 2017 for the 1997 and
2002 series, respectively.

F-11

Repayment of the bonds is guaranteed by a Letter of Credit issued by the
Company's primary commercial bank. Security for the Letter of Credit is a
priority first mortgage on the Kinpak facility and manufacturing equipment.
During 2007 and 2006, the Company, through its subsidiary, Kinpak Inc., was
obligated pursuant to various capital lease agreements covering equipment
utilized in the Company's Alabama plant. Such obligations, aggregating
approximately $60,540 and $57,300 at, December 31, 2007, and 2006 respectively,
have varying maturities through 2012 and carry interest rates ranging from 7% to
12% for both years.

On April 12, 2005 the Company entered into a financing obligation with
Regions Bank whereby the bank advanced the Company $500,000 to finance equipment
acquisitions at the Kinpak facility. Such obligation is due in monthly
installments of principal aggregating approximately $8,300 plus interest. The
outstanding balance and interest rate on this obligation at December 31, 2007
and 2006 were approximately $233,344 and $333,300 respectively. Interest rate is
calculated at libor plus 2.5% per annum, respectively or 5.78% at December 31,
2007, through the maturity on April 15, 2010. Interest incurred for 2007 and
2006 was approximately $27,000 and $29,000 respectively.

In 2005 Mr. Dornau loaned the Company $1.5 million in order to bolster
working capital. In connection with the loan, the Company issued warrants to Mr.
Dornau to purchase a maximum of 1 million shares of our common stock. Such
warrants were exercisable 500,000 shares at $1.13 and 500,000 shares at $.863.
The exercise prices were determined by the closing bid of our stock plus ten
(10) percent on each date of grant. In addition, he had the right, at his sole
discretion, to convert such debt into a maximum of 1.5 million shares of our
common stock at the rate of $1.00 per share. On November 10, 2006, Mr. Dornau
notified the Company that he was exercising his rights to convert the $1.5
million loan into 1.5 million shares. Such transaction was approved unanimously
by the members of our Board of Directors (with Mr. Dornau abstaining from the
vote).

The composition of these obligations at December 31, 2007 and 2006 were as
follows:

Current Portion Long Term Portion
--------------- -----------------
2007 2006 2007 2006
---- ---- ---- ----

Industrial Development Bonds $460,000 $460,000 $3,825,000 $4,283,107
Notes payable 99,996 99,996 133,348 233,344
Capitalized equipment leases 29,910 26,064 30,630 33,739
========== ========== ========== ==========
$589,906 $586,060 $3,988,978 $4,550,190
========== ======== ========== ==========

Required principal payment obligations attributable to the foregoing are
tabulated below:

Year ending December 31,
2008 $ 589,906
2009 574,749
2010 501,619
2011 466,565
2012 446,045
Thereafter 2,000,000
----------
Total $4,578,884
==========

F-12

Note 5 - Income taxes:

The Components of the Company's consolidated income tax provision are as
follows:
2007 2006
---- ----

Income tax provision:
Federal - current $200,260 $ -
- deferred - -
State - -
-------- --------
Total $200,260 $ -
======== ========

The reconciliation of Income Tax provision at the statutory rate to the
Income Tax expense is as follows:

2007 2006
-------- --------
Computed at statutory rate $314,602 $133,280
Increase (reduction) in income taxes
resulting from:
Change in valuation allowance (382,237) (262,769)
Share based compensation 100,300 129,489
Other, permanent adjustments 116,703 -
Other permanent adjustments- state
taxes 50,892 -

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

$200,260 $ -
======== =========

For the year 2007 the Company had available tax loss carryovers available
to offset current taxable income aggregating approximately none for federal
taxes and approximately $218,000 for State tax purposes, expiring in various
years through 2026.

At December 31, 2006 the Company had available tax loss carryovers
available to offset against future taxable income aggregating approximately
$804,000 and $1,611,000 for federal and state tax purposes, respectively
expiring in various years through 2025.

The Company's deferred tax asset and liability accounts consisted of the
following at December 31:

2007 2006
-------- --------
Deferred tax assets:

Depreciation of property and equipment $ 9,666 $ 9,666

Reserves for bad debts and inventory
valuation 43,891 76,147

Net operating loss carryforwards 11,990 361,971

-------- --------
65,547 447,784

Less valuation allowance ( 65,547) (447,784)
--------- ---------
Net deferred tax asset $ - $ -
======== ========

The Company has provided for a valuation allowance against the deferred tax
asset, as there is no assurance that the Company will generate future taxable
income to derive benefit from all or a part of the deferred tax assets. The
change in the valuation allowance was $382,200 in 2007.

F-13

Note 6 - Related party transactions:

At December 31, 2007 and 2006, the Company had amounts receivable from and
payable to affiliated companies, which are directly or beneficially owned by the
Company's president, aggregating on a net basis to a receivable of approximately
$109,000 and $231,000, respectively. Such amounts result from sales to the
affiliates, allocations of management fees incurred by the Company on the
affiliates' behalf, and funds advanced to or from the Company.

Sales to such affiliates were sold at cost of material and labor plus an
amount to cover manufacturing overhead costs. In addition, the affiliates are
charged for their allocable share of administrative expenses of the Company. The
sales to affiliates aggregated approximately $390,410, and $622,300 during the
years ended December 31, 2007, and 2006, respectively; and allocable
administrative fees aggregated $333,000 and $350,000 respectively for such
periods.

Such transactions were made in the ordinary course of business but were not
made on substantially the same terms and conditions as those prevailing at the
same time for comparable transactions with other customers. Management believes
that the sales transactions did not involve more than normal credit risk or
present other unfavorable features.

On March 25, 1999, the Company entered into a loan arrangement with an
entity owned 50% each by our President and former Vice President - Advertising,
Messrs. Peter G. Dornau and Jeffrey J. Tieger, respectively whereby we borrowed
$400,000 to be repaid in monthly installments of $3,357 plus prevailing interest
at prime plus 1%. During March 2006, when the principal balance outstanding
amounted to $295,752, the Company received notification from the shareholders of
said entity that they were forgiving this obligation and, accordingly, the
Company had no further obligation associated with the debt. The Company
recognized additional paid-in capital attributable to this transaction in the
amount of $295,752.

Mr. Kolisch, a Director of the Company sources most of the Company's
insurance needs at a arms length competitive basis.

Note 7 - Commitments

On May 1, 1998, the Company entered into a ten year lease for approximately
12,700 square feet of office and warehouse facilities in Fort Lauderdale,
Florida from an entity owned by certain officers of the Company. The lease
required a minimum rental of $100,500 for the first year and provides for a
maximum 2% increase on the anniversary of the lease throughout the term, which
has been waived through December 31, 2007. Additionally, the landlord is
entitled to its pro-rata share of all taxes, assessments, and any other expenses
that arise from ownership. Rent charged to operations during the years ended
December 31, 2007, and 2006 amounted to approximately $100,500 each year.

The Company has entered into a corporate guaranty of a mortgage note
obligation of such affiliate. The obligation aggregating approximately $273,752
and $306,936 at December 31, 2007 and 2006, respectively, is primarily secured
by the real estate leased to the Company.

The following is a schedule of minimum future rentals on the non-cancelable
operating leases.

Year ending December 31,
2008 $102,500
2009 104,560
2010 106,640
2011 -
Thereafter 626,200
--------
Total $939,900
========

F-14

Note 8 - Stock options:

During 1992, the Company adopted an incentive stock option plan covering
200,000 shares of its common stock.

During 1994, the Company adopted a non-qualified employee stock option plan
covering 400,000 shares of its common stock (this plan has expired and no
further awards can be made under its provisions).

During 2002, the Company adopted a qualified employee incentive stock
option plan and a non-qualified stock option plan covering 400,000 and 200,000
shares of its common stock, respectively.

During 2007, the Company adopted a qualified employee stock option plan
covering 400,000 shares of its common stock.

The following schedule reflects the status of outstanding options under the
Company's four stock option plans and non-option plan as of December 31, 2007,
as adjusted for the Company's stock dividend distributions of 2000 and 2002.

Summary

Wt. Av.
Date Options Exercisable Exercise Expiration remaining
Plan granted outstanding options price date life
---- ------- ----------- ------- ----- ---- ----

Non Plan 03/25/99 231,000 231,000 0.76 03/24/09 1.2
1994 10/26/04 154,500 92,700 1.05 10/25/09 1.8
2002 03/02/04 137,000 82,200 1.62 03/01/09 1.2
2002 11/06/06 133,000 26,600 0.93 11/08/11 3.9
2007 05/17/07 162,500 - 1.68 05/16/12 4.4
2007 10/08/07 2,000 - 1.87 10/07/12 4.8
2007 12/17/07 156,500 - 1.32 12/16/07 5.0
2002NQ 10/22/02 35,000 35,000 1.26 10/22/12 4.8
2002NQ 06/20/03 30,000 30,000 1.03 06/20/13 5.5
2002NQ 05/25/04 40,000 40,000 1.46 05/25/14 6.4
2002NQ 04/03/06 30,000 30,000 1.08 04/03/16 8.3
2002NQ 12/17/07 50,000 50,000 1.32 12/16/17 10.0
--------- ------- ----
1,161,500 617,500 3.5
========== ======= ====

In addition to the foregoing, on March 25, 1999, the Company granted two
officers a five-year option for 115,500 shares each, as adjusted for the
Company's stock dividend distributions of 2000 and 2002, at an exercise price of
$.758 representing the market price at the time of grant. Such grants were
awarded in consideration of a loan to the Company in the amount of $400,000 from
an affiliated company in which they are each 50% co-shareholders. During 2004,
the underlying loan was modified to extend the maturity date and, accordingly,
the options were extended for an additional five years expiring March 25, 2009.

F-15

A summary of the Company's stock options as of December 31, 2007, 2006 and
2005, and changes during the years ending on these dates, is presented below:

2007 2006
---- - ----
Weighted Average Weighted Average
---------------- -----------------
Optioned Exercise Optioned Exercise
Shares Price Shares Price
------- ----- ------- -----

Options outstanding
at beginning of year
945,500 $1.11 964,500 $1.12
Granted 373,000 175,000

Expired ( 12,000) ( 51,000)
Exercised ( 145,000) ( 143,500)
---------- ----------
Options outstanding at end of

year 1,161,500 $1.05 945,500 $1.11
========== ===== ========== =====

Stock options are granted annually to selective executives, key employees,
directors and others pursuant to the terms of the Company's various plans. Such
grants are made at the discretion of the Board of Directors. Options typically
have a five-year life with vesting occurring at 20% per year on a cumulative
basis with forfeiture at the end of the option, if not exercised. Compensation
cost recognized during the years ended December 31, 2007 and 2006 attributable
to stock options amounted to $146,984 and $74,178, respectively.

The fair value of each option grant was estimated using the Black-Scholes
option pricing model with the following assumptions for the years 2007 and 2006;
risk free rate ranging from 3.57% to 4.88%, no dividend yield for all years,
expected life from five years to ten years and volatility of approximately 84.9%
to 107.8%.

As of December 31, 2007 there was approximately $241,672 of unrecognized
compensation cost related to unvested share based compensation arrangements.
That cost will be charged against operations as the respective options vest
through December, 2012.

Note 9 - Major customers:

The Company has one major customer with sales in excess of 10% of
consolidated gross revenue for the years ended December 31, 2007 and 2006. Sales
to this customer represented approximately 43%,and 26% of consolidated gross
revenues for such periods, respectively.

The Company's top five customers represented approximately 51% and 59%, of
consolidated revenues for the years ended December 31, 2007 and 2006 and 44% and
57% of consolidated trade receivables for the years ended December 31, 2007 and
2006 at the balance sheet date for the years then ended, respectively. The
Company enjoys good relations with these customers. However, the loss of any of
these customers could have an adverse impact on the Company's operations.

F-16

Note 10 - Earnings per share:

Earnings per share are reported pursuant to the provisions of Statement of
Financial Standards No. 128. Accordingly, basic earnings per share reflects the
weighted average number of shares outstanding during the year, and diluted
shares adjusts that figure by the additional hypothetical shares that would be
outstanding if all exercisable outstanding common stock equivalents with an
exercise price below the current market value of the underlying stock were
exercised. Common stock equivalents consist of stock options and warrants. The
following tabulation reflects the number of shares utilized to determine basic
and diluted earnings per share for the years ended December 31, 2007 and 2006:

2007 2006
---- ----
Basic weighted-average common shares
outstanding 7,690,191 6,207,983

Dilutive effect of stock plans, other
options & conversion rights 1,136,068 1,006,343
--------- ---------
Dilutive weighted-average shares outstanding 8,826,259 7,214,326
========= =========

Note 11 - Shareholders' equity:

During the years ended December 31, 2007 and 2006 the Company granted
105,500 and 129,000 shares of restricted common stock, respectively to certain
executives, key employees and others as a component of annual compensation.
Charges to operations attributable to such awards aggregated approximately
$147,000 and $119,400 for each period, respectively.

During October 2007 and December 2006, certain employees of the Company
exercised stock options scheduled to expire during the respective current year
covering 145,000 and 143,000 shares of its common stock respectively. The
aggregate exercise price of such transactions amounted to approximately $191,000
and $147,000 and is reflected in the accompanying financial statements as common
stock and additional paid-in capital.

On November 10, 2006, Mr. Dornau notified the Company that he was
exercising his rights to convert a $1.5 million loan made to the Company into
1.5 million shares. Such transaction was approved unanimously by the members of
our Board of Directors (with Mr. Dornau abstaining from the vote). Mr. Dornau
loaned the Company $1.5 million in order to bolster working capital. In
connection with such loan, we issued warrants to Mr. Dornau to purchase a
maximum of 1 million shares of our common stock. Such warrants were exercisable
500,000 shares at $1.13 and 500,000 shares at $.863. The exercise prices were
determined by the closing bid of our stock plus ten (10) percent on each date of
grant. The Company recognized additional paid-in capital attributable to this
transaction in the amount of $1,295,940.

F-17

Note 12 - Restatements to the Consolidated Financial Statements:

Year ended December 31, 2007:

Note -13 - Recent Accounting Pronouncements

In September 2006, the FASB issued Statement of Financial Accounting
Standards ("SFAS") No. 157, "Fair Value Measures." SFAS No. 157 defines fair
value, establishes a framework for measuring fair value and enhances disclosures
about fair value measures required under other accounting pronouncements, but
does not change existing guidance as to whether or not an instrument is carried
at fair value. SFAS No. 157 is effective for fiscal years beginning after
November 15, 2007. We are currently evaluating the impact that the adoption of
SFAS No. 157 will have on our future consolidated financial statements.

In February 2007, the FASB issued SFAS No. 159, "The Fair Value Option for
Financial Assets and Financial Liabilities -- Including an amendment of FASB
Statement No. 115." SFAS No. 159 permits entities to choose to measure many
financial instruments and certain other items at fair value. Unrealized gains
and losses on items for which the fair value option has been elected will be
recognized in earnings at each subsequent reporting date. SFAS No. 159 is
effective for us on January 1, 2008. We are evaluating the impact that the
adoption of SFAS No. 159 will have on our future results of operations and
financial position.

In December 2007, the FASB issued SFAS No. 141 (revised 2007) "Business
Combinations" ("FASB No. 141(R)"). FASB No. 141(R) retains the fundamental
requirements of the original pronouncement requiring that the purchase method be
used for all business combinations. FASB No. 141(R) defines the acquirer as the
entity that obtains control of one or more businesses in the business
combination, establishes the acquisition date as the date that the acquirer
achieves control and requires the acquirer to recognize the assets acquired,
liabilities assumed and any non-controlling interest at their fair values as of
the acquisition date. FASB No. 141(R) also requires that acquisition-related
costs be recognized separately from the acquisition. FASB No. 141(R) is
effective for the Company for fiscal 2010. The Company is currently assessing
the impact of FASB No. 141(R) on its consolidated financial position and results
of operations.

F-18

In December 2007, the FASB issued Statement No. 160, "Noncontrolling
Interests in Consolidated Financial Statements--an amendment of ARB No. 51
("FASB No. 160")." The objective of FASB No. 160 is to improve the relevance,
comparability, and transparency of the financial information that a reporting
entity provides in its consolidated financial statements by establishing
accounting and reporting standards for the Noncontrolling interest in a
subsidiary and for the deconsolidation of a subsidiary. This Statement applies
to all entities that prepare consolidated financial statements, except
not-for-profit organizations. FASB No. 160 amends ARB 51 to establish accounting
and reporting standards for the Noncontrolling interest in a subsidiary and for
the deconsolidation of a subsidiary. It also amends certain of ARB 51's
consolidation procedures for consistency with the requirements of FASB No. 141
(R). This Statement is effective for fiscal years, and interim periods within
those fiscal years, beginning on or after December 15, 2008 (that is, January 1,
2009, for entities with calendar year-ends). Earlier adoption is prohibited. The
effective date of this Statement is the same as that of the related Statement
141(R). FASB No. 160 will be effective for the Company's fiscal 2010. This
Statement shall be applied prospectively as of the beginning of the fiscal year
in which this Statement is initially applied, except for the presentation and
disclosure requirements. The presentation and disclosure requirements shall be
applied retrospectively for all periods presented.

F-19