Cavitation Technologies, Inc. - Quarter Report: 2019 March (Form 10-Q)
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-Q
☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
For the quarterly period ended March 31, 2019
Commission File Number: 000-53239
Cavitation Technologies, Inc.
(Exact name of Registrant as Specified in its Charter)
| Nevada | 20-4907818 |
| (State or Other Jurisdiction of Incorporation or Organization) | (I.R.S. Employer Identification Number) |
10019 CANOGA AVENUE, CHATSWORTH, CALIFORNIA 91311
(Address, including Zip Code, of Principal Executive Offices)
(818) 718-0905
(Registrant's Telephone Number, Including Area Code)
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 reports), and (2) has been subject to such filing requirements for the past 90 days.
YES x NO ¨
Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§ 232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files). YES x NO ¨
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerging growth company. See definition of “large accelerated filer”, “accelerated filer”, “smaller reporting company”, and “emerging growth company” in Rule 12b-2 of the Exchange Act:
| Large accelerated filer | ¨ | Accelerated filer | ¨ |
| Non-accelerated filer | ¨ | Smaller reporting company | x |
| Emerging growth company | ¨ |
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ¨
Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act).
YES ¨ NO x
Securities registered pursuant to section 12(b) of the Act:
| Title of Each Class | Trading Symbol(s) | Name of each exchange on which registered | ||
| Common Stock | CVAT | OTC Markets |
As of May 13, 2019, the issuer had 196,997,906 shares of common stock outstanding.
| Page | ||
| PART I. | FINANCIAL INFORMATION | |
| Item 1. | Condensed Consolidated Financial Statements (unaudited) | 3 |
| Condensed Consolidated Balance Sheets | 3 | |
| Condensed Consolidated Statements of Operations | 4 | |
| Condensed Consolidated Statements of Stockholders Deficit | 5 | |
| Condensed Consolidated Statements of Cash Flows | 6 | |
| Notes to Condensed Consolidated Financial Statements | 7 | |
| Item 2. | Management's Discussion and Analysis of Financial Condition and Results of Operations | 14 |
| Item 3. | Quantitative and Qualitative Disclosures About Market Risk | 18 |
| Item 4. | Controls and Procedures | 18 |
| PART II | OTHER INFORMATION | 19 |
| Item 1. | Legal Proceedings | 19 |
| Item 2. | Unregistered Sales of Equity Securities and Use of Proceeds | 19 |
| Item 3. | Defaults Upon Senior Securities | 19 |
| Item 4. | Mine Safety Disclosures | 19 |
| Item 5. | Other Information | 19 |
| Item 6. | Exhibits | 20 |
| Signatures | 21 | |
| Certifications | ||
| 2 |
PART I - FINANCIAL INFORMATION
ITEM 1 - Condensed Consolidated Financial Statements
CAVITATION TECHNOLOGIES, INC.
CONDENSED CONSOLIDATED BALANCE SHEETS
| March 31, | June 30, | |||||||
| 2019 | 2018 | |||||||
| (unaudited) | ||||||||
| ASSETS | ||||||||
| Current assets: | ||||||||
| Cash and cash equivalents | $ | 555,000 | $ | 945,000 | ||||
| Account receivable | 207,000 | – | ||||||
| Inventory | 64,000 | 34,000 | ||||||
| Total current assets | 826,000 | 979,000 | ||||||
| Property and equipment, net | 74,000 | 90,000 | ||||||
| Other assets | 10,000 | 10,000 | ||||||
| Total assets | $ | 910,000 | $ | 1,079,000 | ||||
| LIABILITIES AND STOCKHOLDERS' DEFICIT | ||||||||
| Current liabilities: | ||||||||
| Accounts payable and accrued expenses | $ | 235,000 | $ | 307,000 | ||||
| Accrued payroll and payroll taxes due to officers | 863,000 | 889,000 | ||||||
| Related party payable | 1,000 | 1,000 | ||||||
| Advances from distributor | 627,000 | 427,000 | ||||||
| Total current liabilities | 1,726,000 | 1,624,000 | ||||||
| Commitments and contingencies | ||||||||
| Stockholders' deficit: | ||||||||
| Preferred stock, $0.001 par value, 10,000,000 shares authorized, no shares issued and outstanding as of March 31, 2019 and June 30, 2018, respectively | – | – | ||||||
| Common stock, $0.001 par value, 1,000,000,000 shares authorized, 196,997,906 shares issued and outstanding as of March 31, 2019 and June 30, 2018, respectively | 196,998 | 196,998 | ||||||
| Additional paid-in capital | 23,089,002 | 22,641,002 | ||||||
| Accumulated deficit | (24,102,000 | ) | (23,383,000 | ) | ||||
| Total stockholders' deficit | (816,000 | ) | (545,000 | ) | ||||
| Total liabilities and stockholders' deficit | $ | 910,000 | $ | 1,079,000 | ||||
See accompanying notes, which are an integral part of these condensed consolidated financial statements
| 3 |
CAVITATION TECHNOLOGIES, INC.
CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS (Unaudited)
| For the Three Months Ended | For the Nine Months Ended | |||||||||||||||
| March 31, | March 31, | |||||||||||||||
| 2019 | 2018 | 2019 | 2018 | |||||||||||||
| (unaudited) | (unaudited) | (unaudited) | (unaudited) | |||||||||||||
| Revenue | $ | 252,000 | $ | 300,000 | $ | 692,000 | $ | 977,000 | ||||||||
| Cost of revenue | 14,000 | 5,000 | 22,000 | 38,000 | ||||||||||||
| Gross profit | 238,000 | 295,000 | 670,000 | 939,000 | ||||||||||||
| General and administrative expenses | 250,000 | 356,000 | 1,368,000 | 1,160,000 | ||||||||||||
| Research and development expenses | 11,000 | 4,000 | 21,000 | 13,000 | ||||||||||||
| Total operating expenses | 261,000 | 360,000 | 1,389,000 | 1,173,000 | ||||||||||||
| Loss from Operations | (23,000 | ) | (65,000 | ) | (719,000 | ) | (234,000 | ) | ||||||||
| Gain on settlement of debt | – | – | – | 101,000 | ||||||||||||
| Other Income | – | – | – | 1,000 | ||||||||||||
| Net Loss | $ | (23,000 | ) | $ | (65,000 | ) | $ | (719,000 | ) | $ | (132,000 | ) | ||||
| Net Loss per share, | ||||||||||||||||
| Basic and Diluted | $ | (0.00 | ) | $ | (0.00 | ) | $ | (0.00 | ) | $ | (0.00 | ) | ||||
| Weighted average shares outstanding, | ||||||||||||||||
| Basic and Diluted | 196,997,906 | 196,997,906 | 196,997,906 | 196,996,446 | ||||||||||||
See accompanying notes, which are an integral part of these condensed consolidated financial statements
| 4 |
CAVITATION TECHNOLOGIES, INC.
CONDENSED CONSOLIDATED STATEMENTS OF CHANGES IN STOCKHOLDERS' DEFICIT
(Unaudited)
Three Months Ended March 31, 2019
| Common Stock | Additional Paid- | Accumulated | ||||||||||||||||||
| Shares | Amount | in Capital | Deficit | Total | ||||||||||||||||
| Balance at December 31, 2018 | 196,997,906 | $ | 196,998 | $ | 23,089,002 | $ | (24,079,000 | ) | $ | (793,000 | ) | |||||||||
| Net Loss | – | – | – | (23,000 | ) | (23,000 | ) | |||||||||||||
| Balance at March 31, 2019 | 196,997,906 | $ | 196,998 | $ | 23,089,002 | $ | (24,102,000 | ) | $ | (816,000 | ) | |||||||||
Nine Months Ended March 31, 2019
| Common Stock | Additional Paid- | Accumulated | ||||||||||||||||||
| Shares | Amount | in Capital | Deficit | Total | ||||||||||||||||
| Balance at June 30, 2018 | 196,997,906 | $ | 196,998 | $ | 22,641,002 | $ | (23,383,000 | ) | $ | (545,000 | ) | |||||||||
| Fair value of warrants granted for services | – | – | 115,000 | – | 115,000 | |||||||||||||||
| Fair value of amended warrants | – | – | 333,000 | – | 333,000 | |||||||||||||||
| Net Loss | – | – | – | (719,000 | ) | (719,000 | ) | |||||||||||||
| Balance at March 31, 2019 | 196,997,906 | $ | 196,998 | $ | 23,089,002 | $ | (24,102,000 | ) | $ | (816,000 | ) | |||||||||
Three Months Ended March 31, 2018
| Common Stock | Additional Paid- | Accumulated | ||||||||||||||||||
| Shares | Amount | in Capital | Deficit | Total | ||||||||||||||||
| Balance at December 31, 2017 | 197,197,906 | $ | 197,198 | $ | 22,640,802 | $ | (23,199,000 | ) | $ | (361,000 | ) | |||||||||
| Cancellation of common stock issued to Director | (200,000 | ) | (200 | ) | 200 | – | – | |||||||||||||
| Net Loss | – | – | – | (65,000 | ) | (65,000 | ) | |||||||||||||
| Balance at March 31, 2018 | 196,997,906 | $ | 196,998 | $ | 22,641,002 | $ | (23,265,000 | ) | $ | (427,000 | ) | |||||||||
Nine Months Ended March 31, 2018
| Common Stock | Additional Paid- | Accumulated | ||||||||||||||||||
| Shares | Amount | in Capital | Deficit | Total | ||||||||||||||||
| Balance at June 30, 2017 | 196,797,906 | $ | 196,798 | $ | 22,625,202 | $ | (23,133,000 | ) | $ | (311,000 | ) | |||||||||
| Common stock issued for services | 400,000 | 400 | 15,600 | – | 16,000 | |||||||||||||||
| Cancellation of common stock issued to Director | (200,000 | ) | (200 | ) | 200 | – | – | |||||||||||||
| Net Loss | – | – | – | (132,000 | ) | (132,000 | ) | |||||||||||||
| Balance at March 31, 2018 | 196,997,906 | $ | 196,998 | $ | 22,641,002 | $ | (23,265,000 | ) | $ | (427,000 | ) | |||||||||
See accompanying notes, which are an integral part of these condensed consolidated financial statements
| 5 |
CAVITATION TECHNOLOGIES, INC.
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS (Unaudited)
| Nine Months Ended March 31, | ||||||||
| 2019 | 2018 | |||||||
| Operating activities: | ||||||||
| Net loss | $ | (719,000 | ) | $ | (132,000 | ) | ||
| Adjustments to reconcile net loss to net cash provided by (used in) operating activities: | ||||||||
| Depreciation and amortization | 31,000 | 36, 000 | ||||||
| Fair value of stock compensation expense | 448,000 | 16,000 | ||||||
| Gain on settlement of debt | – | (101,000 | ) | |||||
| Effect of changes in: | ||||||||
| Accounts receivable | (207,000 | ) | 85,000 | |||||
| Inventory | (30,000 | ) | 26,000 | |||||
| Accounts payable and accrued expenses | (72,000 | ) | 69,000 | |||||
| Accrued payroll and payroll taxes due to officers | (26,000 | ) | (30,000 | ) | ||||
| Advances from distributor | 200,000 | 362,000 | ||||||
| Net cash provided by (used in) operating activities | (375,000 | ) | 331,000 | |||||
| Investing activities: | ||||||||
| Purchase of property and equipment | (15,000 | ) | – | |||||
| Net Cash used in investing activities | (15,000 | ) | – | |||||
| Net change in cash and cash equivalents | (390,000 | ) | 331,000 | |||||
| Cash and cash equivalents, beginning of period | 945,000 | 549,000 | ||||||
| Cash and cash equivalents, end of period | $ | 555,000 | $ | 880,000 | ||||
| Supplemental disclosures of cash flow information: | ||||||||
| Cash paid for interest | $ | – | $ | – | ||||
| Cash paid for income taxes | $ | – | $ | – | ||||
See accompanying notes, which are an integral part of these condensed consolidated financial statements
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CAVITATION TECHNOLOGIES, INC.
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)
As of and for the nine months ended March 31, 2019 and 2018
Note 1 - Organization and Summary of Significant Accounting Policies
Cavitation Technologies, Inc. (referred to herein, unless otherwise indicated, as "the Company," "CTi," "we," "us," and "our") is a Nevada corporation originally incorporated under the name Bio Energy, Inc. CTi has developed, patented, and commercialized proprietary technology that may be used in liquid processing applications. CTi's patented Nano Reactor® is the critical component of CTi Nano Neutralization® System which is commercially proven to reduce operating costs and increase yields in refining vegetable oils. CTi has two patented systems and has filed multiple national and international patents to employ its proprietary technology in applications including, vegetable oil refining, produced and frack water treatment, biodiesel production, and alcoholic beverage enhancement.
Basis of Presentation
The accompanying condensed consolidated financial statements have been prepared in accordance with generally accepted accounting principles ("GAAP") as promulgated in the United States of America ("U.S.") and with instructions to Form 10-Q pursuant to the rules and regulations of Securities and Exchange Act of 1934, as amended (the "Exchange Act") and Article 8-03 of Regulation S-X under the Exchange Act. Accordingly, these condensed consolidated financial statements do not include all of the information and footnotes required by GAAP for complete financial statements. In the opinion of management, we have included all adjustments considered necessary (consisting of normal recurring adjustments) for a fair presentation. Operating results for the nine months ended March 31, 2019 are not indicative of the results that may be expected for the fiscal year ending June 30, 2019. You should read these unaudited condensed consolidated financial statements in conjunction with the audited financial statements and the notes thereto included in the Company's annual report on Form 10-K for the year ended June 30, 2018 filed on October 15, 2018. The condensed consolidated balance sheet as of June 30, 2018 has been derived from the audited financial statements included in the Form 10-K for that year.
Going Concern
The accompanying condensed consolidated financial statements have been prepared in conformity with generally accepted accounting principles which contemplate continuation of the Company as a going concern. During the nine months ended March 31, 2019, the Company recorded a net loss of $719,000, used cash in operating activities of $375,000, and at March 31, 2019 had a working capital deficiency of $900,000 and a stockholders' deficit of $816,000. These factors, among others, raise substantial doubt about the Company's ability to continue as a going concern within one year of the date that the financial statements are issued. In addition, our independent registered public accounting firm, in their report on our audited financial statements for the fiscal year ended June 30, 2018, expressed substantial doubt about our ability to continue as a going concern. The accompanying condensed consolidated financial statements do not include adjustments to reflect the possible future effects on the recoverability and classification of assets or the amounts and classification of liabilities that may result from an inability of the Company to continue as a going concern.
As of March 31, 2019 we had cash and cash equivalents on hand of $555,000 and are not generating sufficient funds to cover operations. In addition to the funds on hand, management believes we may require additional funds to continue to operate our business. Management's plan is to generate income from operations by continuing to license our technology globally through our strategic partners, Desmet Ballestra Group (Desmet) and GEA Westfalia, AG (GEA), agreement with Alchemy Beverages, Inc (ABI), and recent agreement with Enviro Watertek, LLC (EWT). Desmet and the Company have renewed a three year License Agreement dated October 1, 2018 with essentially the same terms from the previous agreements, in which, Desmet agreed to provide us monthly advances of $50,000 through October 1, 2022 to be applied against the Company’s gross profit share from future sales. GEA has been providing us monthly advances of $25,000 with current agreement running through January 2020. The $25,000 monthly advances from GEA is to be applied against the Company’s gross profit share from future sales. In June 2018, we also entered into two licensing agreements with ABI and anticipate to start receiving certain royalties’ payments and revenue stream from in our fiscal 2019. In April 2019, the Company entered into a technology license and lease agreement with a new customer, Enviro Watertek, LLC for the sale and licensing of the Company’s nano reactor system.
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We may also attempt to raise additional debt and/or equity financing to fund operations and provide additional working capital. However, there is no assurance that such financing will be consummated or obtained in sufficient amounts necessary to meet the Company's needs, that the Company will be able to achieve profitable operations or that the Company will be able to meet its future contractual obligations. Should management fail to obtain such financing, the Company may curtail its operations.
Principles of Consolidation
The consolidated financial statements include the accounts of Cavitation Technologies, Inc. and its wholly owned subsidiary Hydrodynamic Technology, Inc. Inter-company transactions and balances have been eliminated in consolidation.
Fair Value Measurement
FASB Accounting Standards Codification ("ASC") 820-10 requires entities to disclose the fair value of financial instruments, both assets and liabilities recognized and not recognized on the balance sheet for which it is practicable to estimate fair value. ASC 820-10 defines the fair value of a financial instrument as the amount at which the instrument could be exchanged in a current transaction between willing parties.
The three levels of the fair value hierarchy are as follows:
| · | Level 1 - Valuations based on unadjusted quoted prices in active markets for identical assets or liabilities that the entity has the ability to access. |
| · | Level 2 - Valuations based on quoted prices for similar assets or liabilities, quoted prices in markets that are not active, or other inputs that are observable or can be corroborated by observable data for substantially the full term of the assets or liabilities. |
| · | Level 3 - Valuations based on inputs that are unobservable, supported by little or no market activity and that are significant to the fair value of the assets or liabilities. |
At March 31, 2019 and June 30, 2018, the fair values of cash and cash equivalents, accounts receivable, inventory and accounts payable and accrued expenses approximate their carrying values due to their short-term nature.
Use of Estimates
The preparation of the consolidated financial statements in conformity with accounting principles generally accepted in the U.S requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities, disclosure of contingent assets and liabilities at the financial statement date, and reported amounts of revenue and expenses during the reporting period. Significant estimates are used in allowance for bad debts, reserve for inventory obsolescence, impairment analysis for fixed assets, accrual of potential liabilities, deferred tax assets and valuing our stock options, warrants, and common stock issued for services, among other items. Actual results could differ from these estimates.
Revenue Recognition
Revenues from sale of reactors and the corresponding share in gross profit is recognized in accordance with ASC 606, Revenue from Contracts with Customers and all the related amendments (“new revenue standard”) to all contracts. Sales revenue from the sale of our Nano Reactors is recognized when products are shipped from our manufacturing facilities as this is our sole performance obligation under these contracts and we have no continuing obligation to the customer. Accordingly, the Company estimates and recognizes the corresponding gross profit at the time of shipment of the Nano reactor hardware, subject to variable consideration constraints, in accordance to ASC 606.
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Specifically, the Company has determined that the gross profit to be earned from its distributor as a variable consideration that requires estimation in determining the transaction price, and as such all or a portion can be recognized using the most likely amount approach (subject to the variable consideration constraint). Estimates are available from our distributor which are considered in the determination of the most likely amount. However, given the lack of control over the sale to the end customer and the lack of history of prior sales, the Company considered these as a variable revenue constraint that required consideration and as such, the amount of revenue recognized is being limited to the actual amount of cash received under the contract which the Company has determined as not refundable and has concluded that future revenue reversal of such amount is not probable.
Share-Based Compensation
The Company periodically issues stock options and warrants to employees and non-employees in non-capital raising transactions for services and for financing costs. The Company accounts for stock option and warrant grants issued and vesting to employees based on the authoritative guidance provided by the Financial Accounting Standards Board whereas the value of the award is measured on the date of grant and recognized over the vesting period. The Company accounts for stock option and warrant grants issued and vesting to non- employees in accordance with the authoritative guidance of the Financial Accounting Standards Board whereas the value of the stock compensation is based upon the measurement date as determined at either a) the date at which a performance commitment is reached, or b) at the date at which the necessary performance to earn the equity instruments is complete. Non-employee stock-based compensation charges generally are amortized over the vesting period on a straight-line basis. In certain circumstances where there are no future performance requirements by the non-employee, option grants are immediately vested and the total stock-based compensation charge is recorded in the period of the measurement date.
The fair value of the Company's common stock options and warrants grant is estimated using the Black-Scholes option pricing model, which uses certain assumptions related to risk-free interest rates, expected volatility, expected life of the common stock options, and future dividends. Compensation expense is recorded based upon the value derived from the Black-Scholes option pricing model, and based on actual experience. The assumptions used in the Black-Scholes option pricing model could materially affect compensation expense recorded in future periods.
Earnings (Loss) Per Share
The Company’s computation of earnings (loss) per share (EPS) includes basic and diluted EPS. Basic EPS is calculated by dividing the Company’s net income (loss) available to common stockholders by the weighted average number of common shares during the period. Shares of restricted stock subject to vesting are included in basic weighted average common shares outstanding from the time they vest. Diluted EPS reflects the potential dilution, using the treasury stock method that could occur if securities or other contracts to issue common stock were exercised or converted into common stock or resulted in the issuance of common stock that then shared in the net income (loss) of the Company. In computing diluted EPS, the treasury stock method assumes that outstanding options and warrants are exercised, and the proceeds are used to purchase common stock at the average market price and there were no instruments that would result in issuance of additional shares during the period.
As of March 31, 2019, the Company had 11,000,000 stock options and 80,263,176 stock warrants outstanding to purchase shares of common stock that were not included in the diluted net loss per common share because their effect would be anti-dilutive.
Segments
The Company operates in one segment, its nano reactor technology business. In accordance with the “Segment Reporting” Topic of the ASC, the Company’s chief operating decision maker has been identified as the Chief Executive Officer and President, who reviews operating results to make decisions about allocating resources and assessing performance for the entire Company. Existing guidance, which is based on a management approach to segment reporting, establishes requirements to report selected segment information quarterly and to report annually entity-wide disclosures about products and services, major customers, and the countries in which the entity holds material assets and reports revenue. All material operating units qualify for aggregation under “Segment Reporting” due to their similar customer base and similarities in: economic characteristics; nature of products and services; and procurement, manufacturing and distribution processes. Since the Company operates in one segment, all financial information required by “Segment Reporting” can be found in the accompanying consolidated financial statements.
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Recent Accounting Pronouncements
In February 2016, the FASB issued Accounting Standards Update (ASU) No. 2016-02, Leases. ASU 2016-02 requires a lessee to record a right of use asset and a corresponding lease liability on the balance sheet for all leases with terms longer than 12 months. ASU 2016-02 is effective for all interim and annual reporting periods beginning after December 15, 2018. Early adoption is permitted. A modified retrospective transition approach is required for lessees for capital and operating leases existing at, or entered into after, the beginning of the earliest comparative period presented in the financial statements, with certain practical expedients available. In July 2018, the FASB issued ASU 2018-11, Targeted Improvements, which allows for a cumulative-effect adjustment in the period the new lease standard is adopted and will not require restatement of prior periods. The Company is in the process of evaluating the impact of ASU 2016-02 and ASU 2018-11 on the Company’s financial statements and disclosures.
Other recent accounting pronouncements issued by the FASB, including its Emerging Issues Task Force, the American Institute of Certified Public Accountants, and the Securities and Exchange Commission did not or are not believed by management to have a material impact on the Company's present or future consolidated financial statements.
Note 2 - Agreement with Distributors
Desmet Ballestra Agreement
On January 22, 2016, the Company signed a three-year agreement with Desmet for the sale and marketing of the Company’s Nano reactor system. As part of the agreement, Desmet provided, under certain conditions, limited monthly advance payments of $50,000 against future gross profit share to the Company through August 2018. The agreement expired on October 1, 2018.
On October 1, 2018, Desmet and the Company executed a new three year License Agreement with essentially the same terms with the January 2016 agreement. As part of the agreement, Desmet agreed to provide us monthly advances of $50,000 through October 1, 2022 to be applied against gross profit share from future sales.
The Company recognizes revenue from sale of reactors upon shipment and acceptance by Desmet, as the Company has no further obligations to Desmet other than the reactor’s two-year standard warranty. In addition, Desmet pays for such reactors on credit terms and the amount of the sale is recorded as a receivable upon acceptance by Desmet. The Company also receives a share in gross margin or profit from the sale of Desmet’s integrated neutralization system to its customer of which the reactors are an integral component, however, such amount is subject to adjustment based on certain factors including costs over run. The Company recognizes the gross profit at the time of shipment of the Nano reactor hardware in accordance to ASC 606 as such shipment is deemed to be the only performance obligation and the Company has no more continuing obligation to Desmet. In addition, the Company has no control with regards to the sale and installation of Nano Neutralization System, between Desmet and the end customer. The Company has determined that the gross profit to be earned from Desmet as a variable consideration that requires estimation in determining the transaction price, and as such all or a portion can be recognized using the most likely amount approach (subject to the variable consideration constraint). Estimates are available from Desmet which are considered in the determination of the most likely amount. However, given the lack of control over the sale to the end customer and the lack of history of prior sales, the Company considered these as a variable revenue constraint that required consideration. Thus, the amount of revenue recognized is being limited to the actual amount of cash received under the contract which the Company has determined as not refundable and preclude any probable of future revenue reversal. Further, Company has been able to develop an expectation of the actual collection based on its historical experience.
During nine months ended March 31, 2019 and 2018, the Company recognized revenue of $692,000 and $977,000 respectively, related to the shipment and acceptance of reactors to Desmet and the corresponding share in gross profit.
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GEA Westfalia Agreement
In January 2017 we entered into a global technology license, R&D and marketing agreement with GEA with respect to our patented Nano Reactor™ technology, processes and applications. Under the agreement, GEA has been granted a worldwide exclusive license to integrate our patented technology into water treatment application, milk and juice pasteurization, and certain food related processes. The license agreement between us and GEA has a three-year term and provides for the payment of $300,000 per year in advanced license fees or share in gross margin or profit to us.
Revenues from sale of reactors to GEA and share in gross profit is being recognized in accordance with current accounting guidelines as previously discussed in the Desmet Ballestra Agreement.
As of June 30, 2018, outstanding advances from GEA to be applied to share in gross profit in future period amounted to $427,000. During the period ended March 31, 2019, we received additional advances totaling $200,000 from GEA. As of March 31, 2019, outstanding advance from GEA amounted to $627,000.
There were no reactor sales or gross profit or margin revenue recognized during the period ended March 31, 2019.
Alchemy Beverages, Inc. Agreement
In June 2018, the Company entered into licensing agreements with Alchemy Beverages Inc. (ABI). Pursuant to the licensing agreements, ABI has the exclusive global distribution rights for the Company’s patented and patent pending technology for the processing of alcoholic beverages. The Company has agreed to assist in the installation and maintenance of the nano reactor systems for ABI and will receive royalty payments ranging from 1% to 3% on all net revenues, as defined, of ABI for the life of the applicable patents. In addition, the Company will receive leasing, consulting, and manufacturing fees as defined. In addition, on a future transaction involving the sale of ABI, the Company will receive approximately 10% of the transaction price (with a minimum of $5 million) and in the event ABI becomes a public entity, the Company will receive approximately 10% of ABI’s shares. There was no revenue recognized during the period ended March 31, 2019 pursuant to these agreements.
As of March 31, 2019, the Company owns 19.9% of ABI. The investment in ABI has no value assigned to it, which approximates its fair value.
Note 3 - Stockholders' Deficit
Stock Options
The Company has not adopted a formal stock option plan. However, it has assumed outstanding stock options resulting from the acquisition of its wholly-owned subsidiary, Hydrodynamic Technology, Inc. In addition, the Company has made periodic non- plan grants. A summary of the stock option activity during the nine months ended March 31, 2019 is as follows:
| Weighted- | ||||||||||||
| Average | ||||||||||||
| Weighted- | Remaining | |||||||||||
| Average | Contractual | |||||||||||
| Exercise | Life | |||||||||||
| Options | Price | (Years) | ||||||||||
| Outstanding at June 30, 2018 | 11,378,754 | $ | 0.31 | 2.23 | ||||||||
| - Granted | – | – | – | |||||||||
| - Forfeited | (378,754 | ) | – | – | ||||||||
| - Exercised | – | – | – | |||||||||
| - Expired | – | – | – | |||||||||
| Outstanding at March 31, 2019, vested and exercisable | 11,000,000 | $ | 0.03 | 3.86 | ||||||||
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There was no intrinsic value of the outstanding options as of March 31, 2019 as the exercise price of these options were greater than the market price. The following table summarizes additional information concerning options outstanding and exercisable at March 31, 2019.
| Options Outstanding | Options Exercisable | |||||||||||||||||||||
| Weighted | Weighted | Weighted | ||||||||||||||||||||
| Average | Average | Average | ||||||||||||||||||||
| Exercise | Number | Remaining | Exercise | Number | Remaining | |||||||||||||||||
| Price | of Shares | Life (Years) | Price | of Shares | Life (Years) | |||||||||||||||||
| $ | 0.03 | 11,000,000 | 3.86 | $ | 0.03 | 11,000,000 | 3.86 | |||||||||||||||
Warrants
A summary of the Company's warrant activity and related information for the nine months ended on March 31, 2019 is as follows:
| Weighted- | ||||||||||||
| Average | ||||||||||||
| Weighted- | Remaining | |||||||||||
| Average | Contractual | |||||||||||
| Exercise | Life | |||||||||||
| Warrants | Price | (Years) | ||||||||||
| Outstanding at June 30, 2018 | 75,926,510 | $ | 0.06 | 3.81 | ||||||||
| Granted | 4,336,667 | 0.06 | 4.74 | |||||||||
| Exercised | – | |||||||||||
| Expired | – | |||||||||||
| Outstanding at March 31, 2019, vested and exercisable | 80,263,176 | $ | 0.07 | 4.95 | ||||||||
During the period ended March 31, 2019, the Company granted consultants warrants to purchase 4,336,667 shares of common stock for services rendered. The warrants are fully vested, exercisable at $0.03 per share, and will expire in five years. Total fair value of these warrants amounted to $115,000 based upon a Black-Scholes Option Pricing model.
During the period ended March 31, 2019, the Company amended certain warrants granted in prior years to purchase approximately 19 million common shares in order to extend the term or life to five years. As a result of this modification, the Company recorded stock compensation expense of $333,000 to account the incremental change in fair value of these warrants before and after the modification based upon a Black-Scholes Option Pricing model.
The fair value of the share option awards was estimated using the Black-Scholes method based on the following weighted-average assumptions:
| March 31, 2019 | ||||
| Risk-free interest rate | 2.60 | % | ||
| Contractual term (years) | 4.82 | |||
| Expected volatility | 138 | % | ||
| Expected dividend yield | 0 | % | ||
The risk-free interest rate is based on the U.S. Treasury yield curve in effect at the time of measurement corresponding with the expected term of the award; the contractual term represents the weighted-average period of time the awards granted are expected to be outstanding giving consideration to vesting schedules, contractual terms, and historical participant exercise behavior; the expected volatility is based upon historical volatility of the Company’s Common Stock; and the expected dividend yield is based on the fact that the Company has not paid dividends in the past and does not expect to pay dividends in the future.
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There was no intrinsic value of the outstanding warrants as of March 31, 2019 as the exercise price of these warrants were greater than the market price. The following table summarizes additional information concerning warrants outstanding and exercisable at March 31, 2019.
| Warrants Outstanding | Warrants Exercisable | |||||||||||||||||||||
| Weighted | Weighted | Weighted | ||||||||||||||||||||
| Average | Average | Average | ||||||||||||||||||||
| Exercise | Number | Remaining | Exercise | Number | Exercise | |||||||||||||||||
| Price | of Shares | Life (Years) | Price | of Shares | Price | |||||||||||||||||
| $ | 0.03 - 0.08 | 59,936,518 | 6.00 | $ | 0.04 | 59,936,518 | $ | 0.04 | ||||||||||||||
| $ | 0.12 | 20,326,658 | 4.00 | $ | 0.12 | 20,326,658 | $ | 0.12 | ||||||||||||||
| 80,263,176 | 80,263,176 | |||||||||||||||||||||
Note 4 - Commitments and Contingencies
Royalty Agreements
On July 1, 2008, the Company entered into Patent Assignment Agreements with two parties, our President and Technology Development Supervisor, where certain devices and methods involved in the hydrodynamic cavitation processes invented by the President and the Technology Development Supervisor have been assigned to the Subsidiary. In exchange, the Subsidiary agreed to pay a royalty of 5% of gross revenues to each of the President and Technology Development Supervisor for licensing of the technology and leasing of the related equipment embodying the technology. These agreements were subsequently assumed by Cavitation Technologies on May 13, 2010 from its subsidiary. The Company's President and Technology Development Supervisor both waived their rights to receive royalty payments that have accrued, or that may accrue, on any gross revenue generated through March 31, 2019.
On April 30, 2008 and as amended on November 22, 2010, our wholly owned subsidiary entered into an employment agreement with our former Director of Chemical and Analytical Department (the "Inventor") to receive an amount equal to 5% of actual gross royalties received from the royalty stream in the first year in which the Company receives royalty payments from the patent which the Inventor was the legally named inventor, and 3% of actual gross royalties received by the Company resulting from the patent in each subsequent year. As of March 31, 2019 no patents have been granted in which this person is the legally named inventor.
Litigation
The Company may be involved in certain legal proceedings that arise from time to time in the ordinary course of its business. Except for income tax contingencies (commencing April 1, 2009), the Company records accruals for contingencies to the extent that management concludes that the occurrence is probable and that the related amounts of loss can be reasonably estimated. Legal expenses associated with the contingency are expensed as incurred. There are no legal proceedings involving the company or its employees at this time.
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ITEM 2. Management's Discussion and Analysis of Financial Condition and Results of Operations.
The following discussion and analysis should be read in conjunction with our financial statements and the related notes. This discussion contains forward-looking statements based upon current expectations that involve risks and uncertainties, such as its plans, objectives, expectations and intentions. Its actual results and the timing of certain events could differ materially from those anticipated in these forward-looking statements.
Overview of our Business
Cavitation Technologies, Inc. ("CTi"), a Nevada corporation, was originally incorporated under the name Bio Energy, Inc. We design and engineer environmentally friendly technology based systems that are designed to serve large, growing, global markets such as vegetable oil refining, renewable fuels, water treatment, algae oil extraction, biodiesel production, water-oil emulsions and crude oil yield enhancement. Our systems are designed to process industrial liquids at a lower cost and higher yield than conventional technology. We are a process and product development firm that has developed, patented, and commercialized proprietary technology.
CTi has developed, patented, and commercialized proprietary technology that can be used for processing of industrial fluids. CTi's patented Nano Reactor® is the critical components of the CTi Nano Neutralization® System which is commercially proven to reduce operating costs and increase yields in processing oils and fats. CTi has two issued patents relating to our Nano Reactor® systems and has filed several national and international patents to employ its proprietary technology in applications including, vegetable oil refining, biodiesel production, waste water treatment, algae oil extraction, and alcoholic beverage enhancement.
During the nine months ended March 31, 2019 we recorded revenue of $692,000 and a net loss of $719,000.
Management's Plan
We are engaged in manufacturing our Nano-Reactors, which are designed to help refine vegetable oils such as soybean, canola, sunflower and rapeseed. Our near-term goal is to continue to sell our systems through our partners, Desmet Ballestra and GEA. During nine months ended March 31, 2019 we recorded revenues of $692,000 and incurred a net loss of $719,000. As of March 31, 2019 the Company had a working capital deficiency of $900,000 and a stockholders' deficit of $816,000. The accompanying financial statements have been prepared in conformity with generally accepted accounting principles, which contemplate continuation of the Company as a going concern.
As of March 31, 2019 we had cash and cash equivalents on hand of $555,000 and are not generating sufficient revenues to fund operations. In addition to the funds on hand, Management believes we may require additional funds to continue to operate our business. Management's plan is to generate income from operations by continuing to market our technology and products globally through our strategic partner, such as Desmet Ballestra and GEA Group. Further, we believe our business development with Alchemy Beverages, Inc. may start generating revenues in our Fiscal 2019. In addition, in April of 2019 we have signed a new agreement with Enviro Watertek, LLC. We anticipate to start recognizing system sales in our Fiscal Fourth Quarter 2019.
During the past several years we have developed a number of new applications utilizing the core principal of our technology. Our low pressure non-reactors (LPN) can be utilized in multiple industries that process large volumes of fluids and emulsions, we expect to start commercial sales in our fiscal 2019. Further, we have miniaturized our non-reactors to be utilized in various consumer oriented products, such as, processing and enhancing spirits and wines, drinking water with infusion of vitamins, minerals and cannabidiol (CBD) oil.
Desmet is providing monthly advances of $50,000 while GEA is providing monthly advances of $25,000 which will be applied to future sales, however, we anticipate that we may need additional funding, and we may attempt to raise additional debt and/or equity financing to fund operations and to provide additional working capital. However, there is no assurance that we will be successful in obtaining such financing will be or obtained sufficient amounts necessary to meet our business needs, or that we will be able to meet our future contractual obligations.
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Critical Accounting Policies
Revenue Recognition
Revenues from sale of reactors and the corresponding share in gross profit is recognized in accordance with ASC 606, Revenue from Contracts with Customers and all the related amendments (“new revenue standard”) to all contracts. Sales revenue from the sale of our Nano Reactors is recognized when products are shipped from our manufacturing facilities as this is our sole performance obligation under these contracts and we have no continuing obligation to the customer. Accordingly, the Company estimates and recognizes the corresponding gross profit at the time of shipment of the Nano reactor hardware, subject to variable consideration constraints, in accordance to ASC 606.
Specifically, the Company has determined that the gross profit to be earned from its distributor as a variable consideration that requires estimation in determining the transaction price, and as such all or a portion can be recognized using the most likely amount approach (subject to the variable consideration constraint). Estimates are available from our distributor which are considered in the determination of the most likely amount. However, given the lack of control over the sale to the end customer and the lack of history of prior sales, the Company considered these as a variable revenue constraint that required consideration and as such, the amount of revenue recognized is being limited to the actual amount of cash received under the contract which the Company has determined as not refundable and has concluded that future revenue reversal of such amount is not probable.
Share-Based Compensation
The Company periodically issues stock options and warrants to employees and non-employees in non-capital raising transactions for services and for financing costs. The Company accounts for stock option and warrant grants issued and vesting to employees based on the authoritative guidance provided by the Financial Accounting Standards Board whereas the value of the award is measured on the date of grant and recognized over the vesting period. The Company accounts for stock option and warrant grants issued and vesting to non- employees in accordance with the authoritative guidance of the Financial Accounting Standards Board whereas the value of the stock compensation is based upon the measurement date as determined at either a) the date at which a performance commitment is reached, or b) at the date at which the necessary performance to earn the equity instruments is complete. Non-employee stock-based compensation charges generally are amortized over the vesting period on a straight-line basis. In certain circumstances where there are no future performance requirements by the non-employee, option grants are immediately vested, and the total stock-based compensation charge is recorded in the period of the measurement date.
The fair value of the Company's common stock options and warrants grant is estimated using the Black-Scholes option pricing model, which uses certain assumptions related to risk-free interest rates, expected volatility, expected life of the common stock options, and future dividends. Compensation expense is recorded based upon the value derived from the Black-Scholes option pricing model and based on actual experience. The assumptions used in the Black-Scholes option pricing model could materially affect compensation expense recorded in future periods.
Recently Issued Accounting Standards
See Note 1 of the Condensed Consolidated Financial Statements for a discussion of recently issued accounting standards.
Results of Operations
Results of Operations for the Three Months Ended March 31, 2019 Compared to the Three Months Ended March 31, 2018
The following is a comparison of our results of operations for the three months ended March 31, 2019 and 2018.
For the Three Months Ended | ||||||||||||||||
| March 31, | ||||||||||||||||
| 2019 | 2018 | $ Change | % Change | |||||||||||||
| Revenue | $ | 252,000 | $ | 300,000 | $ | (48,000 | ) | (16%) | ||||||||
| Cost of revenue | 14,000 | 5,000 | 6,000 | 180% | ||||||||||||
| Gross profit | 238,000 | 295,000 | (57,000 | ) | (19.32%) | |||||||||||
| General and administrative expenses | 250,000 | 356,000 | (106,000 | ) | (29.78%) | |||||||||||
| Research and development expenses | 11,000 | 4,000 | 7,0000 | 175% | ||||||||||||
| Total operating expenses | 261,000 | 360,000 | (99,000 | ) | (27.5%) | |||||||||||
| Net loss | (23,000 | ) | (65,000 | ) | (42,000 | ) | 64.62% | |||||||||
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Revenue
The Company generates revenues from the sale of the Nano Reactor® to customers/distributor as well as share in gross profit from the sale of such reactors by our distributors to their customers.
During the three months ended March 31, 2019, we recorded $252,000 in revenues pursuant to 3 purchase orders received from our distributor, Desmet. During the three months ended March 31, 2018, we recorded $300,000 in revenues pursuant to 6 purchase orders received from Desmet.
Cost of Revenue
During the three months ended March 31, 2019 our cost of sales amounted to $14,000 and to $5,000 during the same period in prior year, which was the result of the revenue transactions described above.
Operating Expenses
Operating expenses for the three months ended March 31, 2019 amounted to $261,000 compared with $360,000 for the same period in 2018, a decrease of $99,000 or 27.5%. The decrease was mainly due to the decrease in legal and professional services.
Research and development (R&D) expenses remained relatively low as we continued to rely on Desmet and GEA for support in R&D and development of new applications for our technology. It is our intention to pursue R&D as our cash position permits.
Results of Operations for the Nine Months Ended March 31, 2019 Compared to the Nine Months Ended March 31, 2018
The following is a comparison of our results of operations for the nine months ended March 31, 2019 and 2018.
| For the Nine Months Ended | ||||||||||||||||
| March 31, | ||||||||||||||||
| 2019 | 2018 | $ Change | % Change | |||||||||||||
| Revenue | $ | 692,000 | $ | 977,000 | $ | (285,000 | ) | (29%) | ||||||||
| Cost of revenue | 22,000 | 38,000 | (16,000 | ) | (42%) | |||||||||||
| Gross profit | 670,000 | 939,000 | (269,000 | ) | (29%) | |||||||||||
| General and administrative expenses | 1,368,000 | 1,160,000 | 208,000 | 18% | ||||||||||||
| Research and development expenses | 21,000 | 13,000 | 8,000 | 61% | ||||||||||||
| Total operating expenses | 1,389,000 | 1,173,000 | 216,000 | 18% | ||||||||||||
| Loss from operations | (718,000 | ) | (234,000 | ) | (484,000 | ) | (206%) | |||||||||
| Gain on settlement of debt and other income | – | 102,000 | (102,000 | ) | (100%) | |||||||||||
| Net loss | $ | (719,000 | ) | $ | (132,000 | ) | (587,000 | ) | (645%) | |||||||
Revenue
The Company generates revenues from the sale of the Nano Reactor® to customers/distributor as well as share in gross profit from the sale of such reactors by our distributors to their customers.
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During the nine months ended March 31, 2019 the Company recognized revenues of $692,000 from sale of nine reactors to Desmet through 5 purchase orders.
During the nine months ended March 31, 2018 we recorded $977,000 in revenue from sale of reactors to our distributors, Desmet and GEA pursuant to seven purchase orders.
Cost of Revenue
During the nine months ended March 31, 2019 our cost of sales amounted to $22,000 and $38,000 during the same period in prior year, which was the result of the revenue transactions described above.
Operating Expenses
Operating expenses for the nine months ended March 31, 2019 amounted to $1,389,000 compared with $1,173,000 for the same period in 2018, an increase of $216,000 or 18%. The increase was mainly due to the fair value of warrants granted for services and costs of warrants modified during the period ended December 31, 2018 with a total costs of $449,000, off-set by decrease in legal $172,000 due to the settlement of a litigation in fiscal 2018.
Research and development (R&D) expenses remained relatively low as we continued to rely on Desmet and GEA for support in R&D and development of new applications for our technology. It is our intention to pursue R&D as our cash position permits.
Other Income
Other income consists of gain on settlement of debt of $101,000 during the period ended December 31, 2017 resulting in settlement of a litigation with a former officer and director of the Company. There was no similar transaction during the period ended December 31, 2018.
Liquidity and Capital Resource
During the nine months ended March 31, 2019 the Company incurred a net loss of $719,000 and used cash in operations of $375,000 and on March 31, 2019 had a working capital deficiency of $900,000 and a stockholders' deficit of $816,000. These factors, among others, raise substantial doubt about the Company’s ability to continue as a going concern within one year of the date that the financial statements are issued. In addition, the Company’s independent registered public accounting firm, in its report on the Company’s June 30, 2018 financial statements, has expressed substantial doubt about the Company’s ability to continue as a going concern.
As of March 31, 2019 we had cash and cash equivalents on hand of $555,000 and are not generating sufficient revenues to fund operations. In addition to the funds on hand, management believes we may require additional funds to continue to operate our business. Management's plan is to generate income from operations by continuing to license our technology globally through our strategic partners, Desmet Ballestra Group (Desmet), GEA Westfalia, AG (GEA), Alchemy Beverages, Inc (ABI), and recent agreements with Enviro Watertek, LLC (EWT) that was signed in April 2019. Desmet has agreed to provide us monthly advances of $50,000 through October 1, 2022 to be applied against gross profit share from future sales. GEA has agreed to provide us monthly advances of $25,000 through January 2020, to be applied against gross profit share from future sales. In June 2018, we entered into two licensing agreements with ABI and anticipate to start receiving certain royalty payments and revenue stream from ABI in our fiscal 2019-2020. We have signed a joint venture agreement with EWT and anticipate to generate initial revenue in our Fiscal Fourth Quarter in 2019.
We may also attempt to raise additional debt and/or equity financing to fund operations and provide additional working capital. However, there is no assurance that such financing will be consummated or obtained in sufficient amounts necessary to meet the Company's needs, that the Company will be able to achieve profitable operations or that the Company will be able to meet its future contractual obligations. Should management fail to obtain such financing, the Company may curtail its operations.
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Cash Flow
Net cash used in operating activities during the nine months ended March 31, 2019 amounted to $144,000 compared to net cash provided in operating activities of $312,000 for the same period in fiscal 2017. In addition, we also used cash of $15,000 in investing activities during the nine months ended March 31, 2019 for the purchase of fixed assets.
Funding for the operating activities was provided primarily by sales of our systems to Desmet and advances from distributors.
ITEM 3. Quantitative and Qualitative Disclosures about Market Risk.
Not applicable for smaller reporting companies.
ITEM 4. Controls and Procedures
Evaluation of Disclosure Controls and Procedures
In accordance with rule 13a-15(a), CTi management must maintain disclosure controls and procedures as defined in Rule 13a-15(e) of the Securities and Exchange Act of 1934, or the Exchange Act, to provide reasonable assurance that information required to be disclosed by the Company in reports that it files or submits under the Exchange Act is recorded, processed, summarized and reported within the time periods specified in the Securities and Exchange Commission rules and forms, and accumulated and communicated to the Company's management, including its principal executive officer and principal financial officer, as appropriate to allow timely decisions regarding required disclosure.
In accordance with Rule 13a-15(b) and (c), management must also evaluate the effectiveness of these disclosure control and procedures at the end of each fiscal year. As of March 31, 2019 the Company carried out an evaluation, under the supervision and with the participation of its principal executive officer and principal financial officer, of the effectiveness of the design and operation of the Company's disclosure controls and procedures. Based upon that evaluation, the Company's principal executive officer and principal financial officer concluded that these disclosure controls and procedures were not effective as of March 31, 2019.
Changes in Internal Control over Financial Reporting
There were no changes in internal control over financial reporting during the third quarter of fiscal 2019 that have materially affected or are reasonably likely to materially affect the company's internal control over financial reporting.
| 18 |
We know of no material, existing or pending legal proceeding against our Company, nor are we involved as a plaintiff in any material proceeding or pending litigation. There are no proceedings in which any of our directors, officers or affiliates, or any registered or beneficial shareholder, is an adverse party or has a material interest adverse to our interest.
Item 2 Unregistered Sales of Equity Securities and Use of Proceeds
None
Item 3 - Defaults Upon Senior Securities
None
Item 4 - Mine Safety Disclosures
None
None
| 19 |
Item 6 - EXHIBITS, FINANCIAL STATEMENT SCHEDULES
| * | In accordance with Regulation S-K 406 of the Securities Act of 1934, we undertake to provide to any person without charge, upon request, a copy of our "Code of Business Conduct and Ethics". A copy may be requested by sending an email to info@cavitationtechnologies.com. |
| 20 |
Pursuant to the requirements of the securities Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.
| SIGNATURE | TITLE | DATE | ||
| /s/ Igor Gorodnitsky | President; Member of Board of Directors | May 15, 2019 | ||
| Igor Gorodnitsky | (Principal Executive Officer) | |||
| /s/ N. Voloshin | Chief Financial Officer | May 15, 2019 | ||
| N. Voloshin | (Principal Financial Officer) | |||
| /s/ Jim Fuller | Audit Committee Chairman, Independent Financial Expert | May 15, 2019 | ||
| Jim Fuller |
| 21 |