Attached files
| file | filename |
|---|---|
| EX-31.2 - CERTIFICATION - EAU TECHNOLOGIES, INC. | eaui_ex312.htm |
| EX-32.1 - CERTIFICATION - EAU TECHNOLOGIES, INC. | eaui_ex321.htm |
| EX-31.1 - CERTIFICATION - EAU TECHNOLOGIES, INC. | eaui_ex311.htm |
| EX-32.2 - CERTIFICATION - EAU TECHNOLOGIES, INC. | eaui_ex322.htm |
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-Q
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þ
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Quarterly report pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 for the quarterly period ended September 30, 2015
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or
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o
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Transition report pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934.
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000-51807
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(Commission File No.)
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EAU TECHNOLOGIES, INC.
(exact name of registrant as specified in its charter)
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Delaware
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87-0654478
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(State or other jurisdiction of incorporation or organization)
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(I.R.S. Employer Identification No.)
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| 1890 Cobb International Blvd, Suite A, Kennesaw Georgia | 30152 | |
| (Address of principal executive offices) | (Zip Code) |
Issuer’s telephone number: (678) 388-9492
Check whether the issuer (1) 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 þ No o
Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files). Yes þ No o
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a small reporting company. See definitions of "large accelerated filer," "accelerated filer," and "smaller reporting company" in Rule 12b-2 of the Exchange Act. (Check one):
| Large accelerated filer | o | Accelerated filer | o |
| Non-accelerated filer | o | Smaller reporting company | þ |
| (Do not check if a smaller reporting company) | |||
Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes o No þ
As of November 12, 2015, the Registrant had 28,575,371 shares of Common Stock, $0.0001 par value outstanding.
EAU TECHNOLOGIES, INC.
QUARTERLY REPORT ON FORM 10-Q
September 30, 2015
INDEX
PART I. FINANCIAL INFORMATION
2
PART I - FINANCIAL INFORMATION
BALANCE SHEETS
ASSETS
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September 30,
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December 31,
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|||||||
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2015
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2014
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CURRENT ASSETS
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(Unaudited)
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|||||||
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Cash
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$ | 227,427 | $ | 259,805 | ||||
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Accounts receivable, net
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9,473 | 56,296 | ||||||
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Accounts receivable – related party, net
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2,323 | 1,500 | ||||||
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Prepaid expense
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28,346 | 47,438 | ||||||
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Inventory, net
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183,354 | 72,290 | ||||||
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Total current assets
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450,923 | 437,239 | ||||||
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PROPERTY AND EQUIPMENT, net of
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||||||||
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accumulated depreciation of $120,721
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- | - | ||||||
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OTHER ASSETS
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Intellectual property, net of accumulated
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amortization of $8,445 and $7,428
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146,797 | 138,101 | ||||||
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Total other assets
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146,797 | 138,101 | ||||||
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Total assets
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$ | 597,720 | $ | 575,430 | ||||
See notes to financial statements.
3
EAU TECHNOLOGIES, INC.
BALANCE SHEETS (Continued)
LIABILITIES AND STOCKHOLDERS’ EQUITY (DEFICIT)
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September 30,
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December 31,
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2015
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2014
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CURRENT LIABILITIES
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(Unaudited)
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Accounts payable
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$ | 159,170 | $ | 161,787 | ||||
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Accounts payable – related party
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7,014 | 8,454 | ||||||
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Accrued expenses
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41,538 | 44,694 | ||||||
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Accrued interest
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3,098,565 | 2,611,490 | ||||||
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Warranty reserve
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140,000 | 140,000 | ||||||
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Advance deposits on machine orders
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309,660 | 542,793 | ||||||
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Advance deposits on machine orders – related party
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612,163 | 413,595 | ||||||
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Short term notes payable – related party
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130,000 | 1,290,000 | ||||||
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Unsecured short term advances – related party
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305,000 | 5,000 | ||||||
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Convertible notes payable – related party, net of discounts of $11,600 and $0
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6,135,227 | 4,986,827 | ||||||
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Total current liabilities
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10,938,337 | 10,204,640 | ||||||
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Total liabilities
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10,938,337 | 10,204,640 | ||||||
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STOCKHOLDERS’ EQUITY (DEFICIT)
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Common stock, $.0001 par value; 50,000,000 shares authorized; 28,575,371 and 28,575,371 issued and outstanding, respectively
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2,858 | 2,858 | ||||||
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Additional paid in capital
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45,772,527 | 45,726,127 | ||||||
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Accumulated deficit
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(56,116,002 | ) | (55,358,195 | ) | ||||
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Total stockholders’ equity (deficit)
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(10,340,617 | ) | (9,629,210 | ) | ||||
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Total liabilities and stockholders’ equity (deficit)
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$ | 597,720 | $ | 575,430 | ||||
See notes to financial statements.
4
UNAUDITED STATEMENTS OF OPERATIONS
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Three Months Ended
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Nine Months Ended | |||||||||||||||
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September 30,
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September 30,
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|||||||||||||||
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2015
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2014
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2015
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2014
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NET REVENUES – RELATED PARTY
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$ | 25,191 | $ | 2,593 | $ | 56,420 | $ | 4,089 | ||||||||
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NET REVENUES
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85,072 | 51,628 | 799,762 | 847,057 | ||||||||||||
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TOTAL REVENUES
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110,263 | 54,221 | 856,182 | 851,146 | ||||||||||||
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COST OF GOODS SOLD
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41,132 | 7,189 | 316,553 | 285,101 | ||||||||||||
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GROSS PROFIT
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69,131 | 47,032 | 539,629 | 566,045 | ||||||||||||
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OPERATING EXPENSES
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Depreciation and amortization
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339 | 339 | 1,017 | 1,017 | ||||||||||||
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General and administrative
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277,800 | 413,030 | 780,519 | 1,159,012 | ||||||||||||
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Total operating expenses
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278,139 | 413,369 | 781,536 | 1,160,029 | ||||||||||||
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INCOME (LOSS) FROM OPERATIONS
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(209,008 | ) | (366,337 | ) | (241,907 | ) | (593,984 | ) | ||||||||
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OTHER INCOME (EXPENSE)
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Interest expense
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(182,341 | ) | (160,570 | ) | (523,199 | ) | (447,337 | ) | ||||||||
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Interest income
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46 | 12 | 99 | 46 | ||||||||||||
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Rental Income
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2,400 | 2,400 | 7,200 | 7,200 | ||||||||||||
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Gain on settlement of debt
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- | 27,000 | - | 27,000 | ||||||||||||
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Total other income (expense)
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(179,895 | ) | (131,158 | ) | (515,900 | ) | (413,091 | ) | ||||||||
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INCOME (LOSS) BEFORE PROVISION FOR INCOME TAXES
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(388,903 | ) | (497,495 | ) | (757,807 | ) | (1,007,075 | ) | ||||||||
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PROVISION FOR INCOME TAXES
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- | - | - | - | ||||||||||||
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NET LOSS
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$ | (388,903 | ) | $ | (497,495 | ) | $ | (757,807 | ) | $ | (1,007,075 | ) | ||||
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NET LOSS PER SHARE
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$ | (0.01 | ) | $ | (0.02 | ) | $ | (0.03 | ) | $ | (0.04 | ) | ||||
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WEIGHTED AVERAGE OF SHARES OUTSTANDING
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28,575,371 | 28,575,371 | 28,575,371 | 28,575,371 | ||||||||||||
See notes to financial statements.
5
UNAUDITED STATEMENTS OF CASH FLOWS
| For the Nine Months Ended September 30, | ||||||||
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2015
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2014
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CASH FLOWS FROM OPERATING ACTIVITIES
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Net loss
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$ | (757,807 | ) | $ | (1,007,075 | ) | ||
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Adjustments to reconcile net loss to net cash used in operating activities:
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Depreciation
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1,017 | 1,017 | ||||||
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Warrants and options vested or issued for services
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- | 1,452 | ||||||
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Discount of note payable
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34,800 | 31,847 | ||||||
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Gain on settlement of debt
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- | (27,000 | ) | |||||
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Changes in operating assets and liabilities:
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Decrease in accounts receivable
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46,823 | 10,230 | ||||||
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(Increase) in accounts receivable – related party
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(823 | ) | - | |||||
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Decrease in prepaid expense
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19,092 | 29,732 | ||||||
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Decrease (increase) in inventory
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(111,064 | ) | 51,764 | |||||
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(Decrease) in accounts payable
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(4,057 | ) | (145,609 | ) | ||||
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(Decrease) increase in advance deposits for machine orders
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(233,133 | ) | 3,610 | |||||
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Increase in advance deposits for machine orders – related party
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198,568 | 14,200 | ||||||
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Increase (decrease) in accrued expenses
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(3,156 | ) | 73,476 | |||||
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Increase in accrued interest
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487,075 | 415,065 | ||||||
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Net cash (used) in operating activities
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(322,665 | ) | (547,291 | ) | ||||
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CASH FLOWS FROM INVESTING ACTIVITIES
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Payments for intellectual property
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(9,713 | ) | (9,519 | ) | ||||
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Net cash (used) in investing activities
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(9,713 | ) | (9,519 | ) | ||||
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CASH FLOWS FROM FINANCING ACTIVITIES
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Proceeds from unsecured short term advances - related party
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300,000 | 860,000 | ||||||
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Net cash provided by financing activities
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300,000 | 860,000 | ||||||
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NET INCREASE (DECREASE) IN CASH
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(32,378 | ) | 303,190 | |||||
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Cash, beginning of period
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259,805 | 2,654 | ||||||
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Cash, end of period
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$ | 227,427 | $ | 305,844 | ||||
See notes to financial statements.
6
UNAUDITED STATEMENTS OF CASH FLOWS
(Continued)
| Nine Months Ended September 30, | ||||||||
| 2015 | 2014 | |||||||
| Supplemental Disclosures of Cash Flow Information: | ||||||||
| Cash paid during the period for: | ||||||||
| Interest | $ | 1,324 | $ | 425 | ||||
| Income Taxes | $ | - | $ | - | ||||
See notes to financial statements.
7
CONDENSED NOTES TO UNAUDITED FINANCIAL STATEMENTS
NOTE 1 – BASIS OF PRESENTATION
The accompanying condensed financial statements were prepared by the Company without audit pursuant to the rules and regulations of the Securities and Exchange Commission (SEC). Certain information and footnote disclosures normally included in financial statements prepared in accordance with accounting principles generally accepted in the United States of America have been condensed or omitted pursuant to such rules and regulations. In management’s opinion all necessary adjustments, which consist primarily of normal recurring adjustments, to the financial statements have been made to present fairly the financial position and results of operations and cash flows. The results of operations for the respective periods presented are not necessarily indicative of the results for the respective complete years. The financial statements should be read in conjunction with the financial statements and notes thereto included in the Company's Annual Report on Form 10-K for the year ended December 31, 2014.
Certain prior period amounts have been reclassified in the condensed financial statements to conform to current period presentation.
NOTE 2 - INVENTORIES
The composition of inventories is as follows at:
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September 30,
2015
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December 31,
2014
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Finished goods
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$ | 64,184 | $ | - | ||||
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Raw materials
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509,807 | 426,927 | ||||||
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Allowance for obsolete inventory
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(390,637 | ) | (390,637 | ) | ||||
| $ | 183,354 | $ | 72,290 | |||||
NOTE 3 – WARRANTY RESERVE
The Company warrants its products against defects in materials and workmanship for a period of three years. The Company reviews the historical experience of failure rates and estimates the rate of warranty claims that will be made and has accrued a warranty reserve for these anticipated future warranty costs. If actual results differ from the estimates, the Company would adjust the estimated warranty liability. Changes in the warranty reserve for the Nine months ended September 30, 2015, and for the year ended December 31, 2014 are as follows:
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September 30,
2015
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December 31,
2014
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Warranty reserve at beginning of period
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$ | 140,000 | $ | 160,000 | ||||
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Costs accrued for additional warranties
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6,622 | 1,001 | ||||||
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Service obligations honored
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(6,622 | ) | (1,001 | ) | ||||
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Reduction in accrued estimate
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- | (20,000 | ) | |||||
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Warranty reserve at end of period
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$ | 140,000 | $ | 140,000 | ||||
8
EAU TECHNOLOGIES, INC.
CONDENSED NOTES TO UNAUDITED FINANCIAL STATEMENTS
NOTE 4 – CONVERTIBLE NOTES PAYABLE AND SHORT TERM NOTES PAYABLE – RELATED PARTIES
At various times throughout 2014, funds totaling $1,160,000 were advanced to the Company by Mr. Ullrich, a related party. In April 2015, the Company entered into a loan agreement with this related party which formalized those advances into a note payable. This balance has been included on the balance sheet in related party notes payable as of December 31, 2014. The loan agreement provides for interest at a rate of 10% annually and will mature on November 30, 2015. The outstanding balance under the Loan Agreement is convertible into shares of the Company’s common stock at $0.31 per share and no principal or interest payments are due until maturity. The Loan Agreement provides that accrued interest and the outstanding principal balance can be prepaid, in whole or in part, at any time without premium or penalty. In connection with the negotiation of the Loan Agreement, the Company also granted a warrant to purchase up to 1,160,000 shares of the Company’s common stock at an exercise of $0.31 per share. The warrant expires in April 2020. Due to the warrants issued in connection with the loan, the Company recognized a debt discount of $46,400 in interest expense.
In April 2014, the Company entered into a loan agreement with Mr. Ullrich, a related party, which formalized $303,300 in advances into a note payable. The loan agreement provides for interest at a rate of 10% annually and has been extended to mature on November 30, 2015. The outstanding balance under the Loan Agreement is convertible into shares of the Company’s common stock at $0.31 per share and no principal or interest payments are due until maturity. The Loan Agreement provides that accrued interest and the outstanding principal balance can be prepaid, in whole or in part, at any time without premium or penalty. In connection with the negotiation of the Loan Agreement, the Company also granted a warrant to purchase up to 303,300 shares of the Company’s common stock at an exercise of $0.31 per share. The warrant expires in April, 2019.
In May 2013, the Company entered into Promissory Notes (“Promissory Notes”) with Peter Ullrich and Theodore Jacoby, related parties. Mr. Ullrich agreed to lend the Company $80,000 and Mr. Jacoby agreed to lend the Company $50,000. The Promissory Notes provide for interest at a rate of 10% annually. No principal or interest payments are due until maturity. The Promissory Notes provide that accrued interest and the outstanding principal balance can be prepaid, in whole or in part, at any time without premium or penalty. In November 2013, the Company entered into Amended Promissory Note agreements to extend the notes from November 2013 to May 2014. In May 2014, the Promissory Notes were again extended to May 2015.
In January 2013, the Company entered into a loan agreement with a related party. The principal amount of the Note is $1,325,000. The Loan Agreement provides for interest at a rate of 10% annually and had an initial maturity of November 30, 2013. The loan agreement was subsequently amended to provide a maturity date of November 30, 2015. The outstanding balance under the Loan Agreement is convertible into shares of the Company’s common stock at $0.31 per share and no principal or interest payments are due until maturity. The Loan Agreement provides that accrued interest and the outstanding principal balance can be prepaid, in whole or in part, at any time without premium or penalty. In connection with the negotiation of the Loan Agreement, the Company also granted a warrant to purchase up to 1,325,000 shares of the Company’s common stock at an exercise of $0.31 per share. The warrant expires on January 31, 2018. Due to the warrants issued in connection with the loan, the Company recognized a debt discount of $26,500 in interest expense. The Company also recognized approximately $26,500 in interest expense related to the amortization of this debt discount.
In September 2005, the Company entered into a Senior Convertible Note (the “Note”) with Water Science, a related party, in exchange for $3,000,000. Pursuant to the debt agreement, the Note accrues interest at the rate of 3% per annum and was initially due, principal and interest together, on September 16, 2008. In June 2008, Water Science agreed to extend the maturity date of the Note to March 16, 2009.
9
EAU TECHNOLOGIES, INC.
CONDENSED NOTES TO UNAUDITED FINANCIAL STATEMENTS
NOTE 4 – CONVERTIBLE NOTES PAYABLE AND SHORT TERM NOTES PAYABLE – RELATED PARTIES (continued)
In March 2009, the Company and Water Science agreed to extend the maturity date to September 16, 2009 and increase the interest rate to 10%. No principal or interest payments need to be paid during the loan period. In October 2008, as part of a new financing agreement, the Company amended the Note and changed the conversion rate from $3.00 per share to $1.00 per share.
The Note may be converted into 3,000,000 shares of the Company’s $0.0001 par value common stock prior to the maturity date, and at any time, by the holder at a price per share equal to $1.00 per share, subject to certain other conversion adjustments. The Company granted a security interest in all of the Company’s assets as collateral for the loan. In connection with the original issuance of the Note, the Company granted a three year warrant to purchase up to two million shares of the Company’s $0.0001 par value common stock with an exercise price of $2.76 per share.
Beginning in 2009 and each year thereafter, the Company entered into agreements with Water Science to extend the maturity date of the Note by an additional year. Most recently, in March 2015 the Company entered into an agreement with Water Science to extend the Note until November 30, 2015.
In December 2011, the Company entered into an agreement to convert $358,527 of accrued interest into a new convertible note. Simple interest accrued at a rate of 10% per annum on the unpaid principal amount outstanding and the loan was set to mature on November 30, 2013, at which time accrued interest and the outstanding principal balance shall be due. The agreement contains an optional conversion right, whereby the Lender may convert all or any portion of the outstanding principal and interest due into shares of the Company’s common stock at a price per share equal to $1.00 per share. In connection with the issuance of the convertible note, the Company granted a five year warrant to purchase up to 358,527 shares of the Company’s $0.0001 par value common stock with an exercise price of $0.31 per share.
In March 2015, the Company entered into agreements with Mr. Ullrich to extend the $358,527 Note and the $1,325,000 Note until November 30, 2015.
Sales to Affiliates – In September 2005, Water Science, a related party, paid to the Company $1,000,000 for the exclusive rights to sell our products in South America and Mexico. This agreement also gives Water Science the rights to purchase machinery from the Company at cost plus 25 percent. The Company had sales of $56,420 and $4,089 to Water Science during the nine months ended September 30, 2015 and 2014, respectively. The Company has received and recorded $612,163 and $413,595 in advance deposits from Water Science on machine orders at September 30, 2015, and December 31, 2014, respectively.
Convertible Notes Payable and Short Term Notes Payable – See Note 4 for disclosure of related party Convertible Notes Payable and Short Term Notes Payable.
Advances – Periodically throughout the year, the Company advances employees cash for certain reimbursable expenses. As of September 30, 2015 and December 31, 2014, the Company had advances to an employee in the amount of $1,500 and $1,500, respectively.
Unsecured Short Term Advances – In January, March, June, and October 2015, the Company obtained unsecured short term advances of $100,000 $100,000, $100,000 and $125,000 from Peter Ullrich a member of the Board of Directors of the Company. The final agreement to document the advances has not been signed, and the material terms are not final. It is anticipated that the final loan will be at 10% simple interest and conversion rights into Company common stock. The material terms of the final agreement will be disclosed in subsequent filings with the Securities and Exchange Commission.
10
EAU TECHNOLOGIES, INC.
CONDENSED NOTES TO UNAUDITED FINANCIAL STATEMENTS
NOTE 6 – CAPITAL STOCK
The Company has certain notes payable to related parties that are convertible into shares of the Company’s common stock. See Note 4.
NOTE 7 – GOING CONCERN
At September 30, 2015 the Company had deficit working capital, deficit equity and has sustained recurring losses from operations, all of which raise substantial doubt about the Company’s ability to continue as a going concern. The financial statements have been prepared on a going concern basis, which contemplates continuity of operations, realization of assets and satisfaction of liabilities in the ordinary course of business. However, as a result of recurring operating losses, such realization of assets and satisfaction of liabilities are subject to uncertainty, which raises substantial doubt about the Company's ability to continue as a going concern. The financial statements do not include any adjustments that might result from the outcome of this uncertainty. Our auditors have issued their Independent Registered Public Accountants’ Report on the Company's financial statements for the fiscal year ended December 31, 2014 with an explanatory paragraph regarding the Company's ability to continue as a going concern.
The Company estimates that it may need up to $1,200,000 for the upcoming twelve months to execute its business plan. Management plans to mitigate its losses in the near term through the further development and marketing of its trademarks, brand and product offerings.
NOTE 8 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
Receivables
Receivables represent valid claims against debtors for sales or other charges arising on or before the balance-sheet date and are reduced to their estimated net realizable value. The Company estimates allowances for doubtful accounts based on the aged receivable balances and historical losses. The Company charges off uncollectible accounts receivable when management estimates no possibility of collecting the related receivable.
Basic and Fully Diluted Loss Per Share
Basic and Fully Diluted net loss per share is computed using the weighted-average number of common shares outstanding during the period.
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For the Three Months Ended
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For the Nine Months Ended
|
|||||||||||||||
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September 30,
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September 30,
|
|||||||||||||||
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2015
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2014
|
2015
|
2014
|
|||||||||||||
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Net Income (loss) (numerator)
|
$ | (388,903 | ) | $ | (497,495 | ) | $ | (757,807 | ) | $ | (1,007,075 | ) | ||||
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Shares (denominator)
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28,575,371 | 28,575,371 | 28,575,371 | 28,575,371 | ||||||||||||
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Per share amount
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$ | (0.01 | ) | $ | (0.02 | ) | $ | (0.03 | ) | $ | (0.04 | ) | ||||
The Company’s outstanding stock options and warrants have been excluded from the basic net loss per share calculation for the three and nine month period ended September 30, 2015 and 2014, because they are anti-dilutive.
11
EAU TECHNOLOGIES, INC.
CONDENSED NOTES TO UNAUDITED FINANCIAL STATEMENTS
NOTE 8 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (continued)
Stock Based-Compensation Expense
Stock-based compensation is calculated according to FASB ASC Topic 718, Compensation — Stock Compensation, which requires a fair-value-based measurement method to account for stock-based compensation. The Company uses the Binomial valuation formula, which is a closed-form model that uses an equation to determine the estimated fair value of stock options. Stock-based compensation expense recognized for the three month period ended September 30, 2015 and 2014 was $0 and $484 respectively, related to employee and director stock options issued and vesting during the period.
The following table is a summary of the status of the warrants and options granted and outstanding at September 30, 2015:
|
Number of Options and Warrants
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Weighted Average Exercise Price
|
|||||||
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Outstanding at beginning of period
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6,413,154 | $ | 0.31 | |||||
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Granted
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1,160,000 | $ | 0.31 | |||||
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Exercised
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- | $ | - | |||||
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Forfeited
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(232,500 | ) | $ | 0.31 | ||||
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Expired
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- | $ | - | |||||
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Outstanding at end of period
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7,340,654 | $ | 0.31 | |||||
A summary of the status of the warrants and options outstanding at September 30, 2015 is presented below:
| Warrants Outstanding | Warrants Exercisable | |||||||||
| Range of Exercise Prices | Number Outstanding | Weighted-Average Remaining Contractual Life | Weighted-Average Exercise Price | Number Exercisable | Weighted-Average Exercise Price | |||||
| $.01-.50 | 7,340,654 | 3.1 years | $0.31 | 7,340,654 | $0.31 | |||||
The fair value of each warrant and option granted is estimated on the date granted using the Binomial pricing model.
NOTE 9 – SUBSEQUENT EVENTS
In October 2015, the Company obtained an unsecured short term advance of $125,000 from Peter Ullrich a member of the Board of Directors of the Company. The final agreement to document the advances has not been signed, and the material terms are not final. It is anticipated that the final loan will be at 10% simple interest and conversion rights into Company common stock. The material terms of the final agreement will be disclosed in subsequent filings with the Securities and Exchange Commission.
In accordance with ASC 855, management evaluated events subsequent to September 30, 2015 and concluded there were no other events or transactions during this period that required recognition or disclosure in its financial statements.
12
The following discussion and analysis provides information, which management believes is relevant to an assessment and understanding of the Company’s condensed results of operations and financial condition. The discussion should be read in conjunction with the financial statements included in our annual report on Form 10-K, and notes thereto.
Overview
EAU TECHNOLOGIES, INC., (referred to herein sometimes as “EAU,” “we,” “us,” or the “Company”), is in the business of developing, manufacturing and marketing equipment that uses water electrolysis to create non-toxic cleaning and disinfecting fluids for food safety applications as well as dairy drinking water. These fluids have various commercial applications and may be used in commercial food processing and agricultural products that clean, disinfect, remediate and hydrate. The processes for which these fluids may be used are referred to in this Report (the “Report”) as the “EW Technology.” For example, we believe that our food and agricultural treatment products may be used to systemically treat various facets and phases of the food chain, from grow-out to downstream food, to cleaning and sanitizing food productions equipment, by eliminating dangerous and unhealthy pathogens from the food chain with our highly effective solutions. At the levels employed, the fluids and products are environmentally safe and non-toxic and do not contain or leave harmful residues. The electrolyzed water fluids created by the EW Technology (referred to herein sometimes as the “EW Fluids” or “Empowered WaterTM”) generated by our specialized equipment can be used in place of many of the traditional products used in commercial, industrial and residential disinfecting and cleaning.
Our focus is on our three core competencies which are, producing high volumes of electrolyzed water, controlling the properties of the water and using our application knowledge. Because of our ability to produce high volumes of water and control the water properties, our target market is in commercial applications where we believe we can add value by generating measurable productivity, employee safety and efficiency gains. We will continue to use a disciplined stage gate development process that drives ideas to commercial test installations that turn into revenues. Once we have developed an application we will attempt to find strategic partners that would be able to assist us with a large scale commercial roll-out of the technology.
We have identified the following industries for early stage sales and marketing focus: 1) food and beverage processing, 2) dairy production and processing, 3) meat and poultry processing and 4) agricultural grow-out and processing (“Primary Markets”). As of the date of this Report, the Company was focused on these markets because we believe that for each of these markets we have a competitive advantage, the potential ability to attract a leading strategic industry partner, or we can provide an attractive value-added proposition. To penetrate these markets, EAU is conducting trials and completing commercial installations that are leading to partnerships with enterprises that can assist in rolling the technology out on a large scale.
Food and Beverage Processing. In 2008 we installed our equipment to test a clean-in-place (CIP) application with an international beverage bottling company for use with cold beverages. There were three stages of this trial that were conducted simultaneously: 1) Syrup tanks; 2) Bag in box line and; 3) Bottling line. The purpose of the trial was to identify whether EAU’s non-toxic ambient temperature Empowered Waters could replace current 3 to 5 step CIP processes. In order to become an approved technology for this bottling company, EAU had to show cleaning performance, good antimicrobial efficacy, no negative smell or taste impacts, and improved CIP efficiency.
Results showed Empowered Water™ was able to improve current cleaning and sanitizing efficacy, minimizing the use of commercial chemicals while complying with microbiological integrity and sensory testing requirements. Testing also identified water and energy consumption savings as well as significant timesaving that can increase bottling production line availability.
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In August 2010, following the successful tests, the Company received its first purchase orders from the international beverage company. EAU installed its environmentally friendly Empowered Water™ CIP Systems at three of the company’s bottling plants and recorded revenue from the sale of these systems during the first quarter 2011. The Company received an additional order for this same bottling company in 2012 for one of its largest bottling plants. Because of the success we have achieved in this application, we began testing with another international bottler of soft drinks and have achieved similar success in duplicating results with that company. EAU is now an approved CIP application with both international bottling companies and is marketing to both companies’ bottling operations in North America.
Upon the successful installations and as part of the Company’s plans to find a strategic industry partner, the Company entered into a non-exclusive commercial relationship with an international manufacturer of food processing equipment. In connection with the agreement the company ordered two Empowered Water Generator systems. We shipped the systems during the fourth quarter of 2011. The systems were used for customer product testing and on-site customer validation. Following the successful tests and validations, the company placed multiple orders for our equipment. During 2013, we shipped six new systems. During 2014, we completed 2 new systems. We have not had any sales to this partner in 2015. We have seen interest and successful trials, and will continue to pursue sales through other distributors.
Dairy Production and Processing. The Company commenced hydration and production tests on dairy cattle in 2006. Multiple on-site trials and University studies were performed. Initial results indicated an increase in milk production and milk fat while maintaining the protein content. We recognized revenues from the sale of this system during 2011. We are no longer receiving revenues from this market.
Meat and Poultry Processing. We began testing of our EW Technology and EW Fluids (the “EW System”) in poultry processing in 2005. Over the course of the next three years, we showed significant results in killing salmonella on the processed poultry. Independent testing analysis revealed pre-chill microbial reduction was significantly below the Food Safety Inspection Services (the enforcement arm of the USDA) allowable limit at that time. From these results we successfully completed Phase I of our USDA Online Reprocessing (“OLR”) Certification. In 2008, we completed the OLR data gathering stage at Fieldale Farms (“Fieldale”) a poultry plant in northern Georgia and submitted our findings to the USDA for OLR approval. EAU received a letter from the USDA approving our fluids for use in the plant for OLR applications.
We no longer receive revenues from this market.
Agriculture. In 2006 we made initial sales to Water Science, LLC, a Florida limited liability company (“Water Science”) for the Latin American markets. Water Science is a major shareholder of the Company and its managing member, Peter Ullrich, is a director of our company. We have shipped multiple systems to Ecuador, Mexico, Columbia, Costa Rica and Holland for trials and Water Science internal use. Water Science is utilizing the technology for its own flower and agricultural endeavors. Further studies are being done as each country that has the Empowered Water™ technology ramps up for their own outside sales efforts.
While the majority of our efforts and our sales in agriculture market have been in connection with Water Science, we are investigating the potential to enter other agricultural markets such as green house and grow out of fruits and vegetable plants and fruit and vegetable packing facilities. In 2014 we sold multiple systems to fruit growers. We plan to further develop this market with distributors of our systems into other fruit growers.
Patents. We have obtained patent protection on four separate uses of electrolyzed fluids (cleaning and disinfecting eggs, carpet cleaning, mold remediation and poultry processing). The Company received notification that it was granted a process patent in New Zealand for the use of electrolyzed water in the assistance of rumen digestion in dairy cows. The similar process patent is pending in the United States. Those applications are how the fluids are used and how they are stabilized for use in different applications. Additionally, we have a patent pending on the electrolysis equipment and several provisional patent pending applications filed to protect new processes and products, as described herein.
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Financial Position and Results of Operations
The following discussion should be read in conjunction with selected financial data and the financial statements and notes to financial statements.
Financial Position
The Company had $227,427 in cash as of September 30, 2015, compared to $259,805 at December 31, 2014. The Company has received and recorded approximately $922,000 in advance deposits on orders for our equipment. We expect the deposits will be reduced as the Company delivers machines on order to our customers during the fourth quarter of 2015. At September 30, 2015 our stockholders’ deficit was $10,340,617, compared to $9,629,210 at December 31, 2014.
Results of Operations for the Three months ended September 30, 2015 and 2014
Revenues and Net Loss - Net revenues for the three months ended September 30, 2015, increased by $56,042, to $110,263 compared to revenues of $54,221 for the three months ended September 30, 2014. The majority of the revenues are from the sale of our EW water systems in the Clean-in-Place (“CIP”) market and the agriculture dairy markets.
Our cost of sales increased from $47,032 for the three months ended September 30, 2014 to $69,131 for the three months ended September 30, 2015. This increase is attributable to the increased sales of our EW water systems.
For the three months ended September 30, 2015, the Company had a net loss of $388,903, compared to a net loss of $497,495 for the three months ended September 30, 2014. This decrease of approximately $108,600 of net losses is primarily due to higher sales and lower operating expense.
General and Administrative Expense – The Company incurred total general and administrative expenses for the three months ended September 30, 2015 of $277,800, a decrease of $135,230 from the $413,030 incurred in 2014, primarily due to lower payroll expense. General and administrative expenses for 2015 consist primarily of payroll and labor expense of approximately $147,000, rent expense of $24,000, professional fees of $22,000, and insurance expense of $63,000.
Research and Development - Our research and development expenses for the three months ended September 30, 2015 and 2014 were $0 and $0. We expect to continue to have minimal research and development expenses during 2015.
Interest Expense - Our interest expense rose in the current quarter as compared to the prior year due to the increased amount of debt. Interest expense for the quarter ended September 30 in 2015 was $182,341 compared to $160,570 in 2014. The Company continues to rely on notes and advances for operating funds and expects to continue to incur significant interest expenses.
Results of Operations for the Nine months ended September 30, 2015 and 2014
Revenues and Net Loss - Net revenues for the nine months ended September 30, 2015, increased by $5,036, to $856,182 compared to revenues of $851,146 for the nine months ended September 30, 2014. The majority of the revenues are from the sale of our EW water systems in the Clean-in-Place (“CIP”) market and the agriculture markets.
Our cost of sales also increased from $285,101 for the nine months ended September 30, 2014 to $316,553 for the nine months ended September 30, 2015. This increase is attributable to the decreased sales of our EW water systems.
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For the nine months ended September 30, 2015, the Company had a net loss of $757,807, compared to a net loss of $1,007,075 for the nine months ended September 30, 2014. This decrease of approximately $249,000 of net losses is primarily due to lower operating expense.
General and Administrative Expense – The Company incurred total general and administrative expenses for the nine months ended September 30, 2015 of $780,519, a decrease of $378,493 from the $1,159,012 incurred in 2014, primarily due to lower payroll expense. General and administrative expenses for 2015 consist primarily of payroll and labor expense of approximately $390,000, rent expense of $69,000, professional fees of $67,000, and insurance expense of $192,000.
Research and Development - Our research and development expenses for the nine months ended September 30, 2015 and 2014 were $0 and $0. We expect to continue to have minimal research and development expenses during 2015.
Interest Expense - Our interest expense rose as compared to the prior year due to the increased amount of debt. Interest expense for the nine months ended September 30, 2015 was $523,199 compared to $447,337 in 2014. The Company continues to rely on notes and advances for operating funds and expects to continue to incur significant interest expenses.
Liquidity and Capital Resources
We do not receive sufficient revenues to fund all of our operational needs. The majority of our additional funding has come from a single shareholder. We currently do not have sufficient funds on hand to fund all of our operational needs for the next 12 months. We will have sufficient funds to operate our business only if we receive expected orders from our customers and we are able to secure additional funding. We do not have any agreements in place for additional funding. We may not have enough funding for operations to fund our business until it is developed enough to bring the business plan to maturity. Our working capital requirements for the foreseeable future will vary based upon a number of factors, including, our timing in the implementation of our business plan, our growth rate and the level of our revenues. We project $1,200,000 is required over the next twelve months to execute our business plan. Moreover, if we able to expand our sale of EW machines, we may need significant additional working capital to fund that expansion. We do not have arrangements in place to provide us with this funding or any additional funding. In light of these circumstances, the ability of the Company to continue as a going concern is in substantial doubt.
The Company has a total of $6,146,827 in debt outstanding to a related party which matures November 30, 2015. As of the date of this report this debt has not been extended. The Company does not have funds to repay the debt.
Net cash used in operating activities in the nine month period ended September 30, 2015 was $322,665 compared to cash used of $547,291 for the same period in 2014. The majority of the change in cash used for the current period was related to the receipt of advance deposits on machine orders. At September 30, 2015 we had total deposits outstanding of $921,823.
At September 30, 2015, the Company’s net inventory was $183,354, representing an increase of approximately $111,000, from the $72,290 on hand at December 31, 2014.
The Company’s only cash flows from investing activities were from expenditures related to intellectual property of $9,713 and $9,519 during the periods ended September 30, 2015 and 2014, respectively.
Cash flows from financing activities provided the Company $300,000 for the period ended September 30, 2015, which consisted of an unsecured short term advance. The Company received $860,000 for the nine months ended September 30, 2014.
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Off-Balance Sheet Arrangements
We do not have any off-balance sheet arrangements that have or are reasonably likely to have a current or future effect on our financial condition, changes in financial condition, revenues or expenses, results of operations, liquidity, capital expenditures or capital resources that is material to investors.
Critical Accounting Policies
The preparation of financial statements and related disclosures in conformity with U.S. generally accepted accounting principles and our discussion and analysis of our financial condition and results of operations require us to make judgments, assumptions and estimates that affect the amounts reported in our financial statements and accompanying notes. Note 1 of the notes to consolidated financial statements in Part II, Item 7 of the Company’s Annual Report on Form 10-K, dated December 31, 2014, describes the significant accounting policies and methods used in preparation of our consolidated financial statements. We base our estimates on historical experience, current trends, future projections, and on various other assumptions we believe to be reasonable under the circumstances, the results of which form the basis for making judgments about the carrying values of assets and liabilities. Actual results may differ from these estimates. There were no material changes in our judgments or estimates during the third quarter of 2015.
Recent Accounting Pronouncements
None
Inflation
We do not expect the impact of inflation on operations to be significant.
Precious Metals
Raw materials used by the Company in the EW Machines include a number of precious metals and minerals. Prices of these materials can be volatile and the Company has no fixed price contracts or arrangements. The Company ordinarily does not attempt to hedge the price risk of its raw materials. Commercial deposits of certain metals that are required for the alloys used in the EW Machines are found in only a few parts of the world, and for certain materials only single sources are readily available. The availability and prices of these metals and other materials may be influenced by private or governmental cartels, changes in world politics, unstable governments in exporting nations, production interruptions, inflation and other factors. Although the Company has not experienced significant shortages of its supplies and raw materials, there can be no assurance that such shortages will not occur in the future. Any such shortages or prices fluctuations could have a material adverse effect on the Company.
Forward-Looking Statements
All forward-looking statements contained herein are deemed by the Company to be covered by and to qualify for the safe harbor protection provided by the Private Securities Litigation Reform Act of 1995. Prospective shareholders should understand that several factors govern whether any forward-looking statement contained herein will be or can be achieved. Any one of those factors could cause actual results to differ materially from those projected herein. Forward-looking statements, which involve assumptions and describe our future plans, strategies and expectations, are generally identifiable by use of the words “may,” “will,” “should,” “expect,” “anticipate,” “estimate,” “believe,” “intend” or “project” or the negative of these words or other variations on these words or comparable terminology. These forward-looking statements include our expectations regarding working capital requirements and future funding, our expectations regarding our internal controls, expectations regarding funding commitments, our expectations regarding reductions in deposits from Water Science, future revenues, future inventory levels, future test results, future research and development, future interest expense and plans and objectives of management for future operations, including plans and objectives relating to the products and the future economic performance of the Company. Assumptions relating to the foregoing involve judgments with respect to, among other things, future economic, competitive and market conditions, future business decisions, and the time and money required to successfully complete development projects, all of which are difficult or impossible to predict accurately and many of which are beyond the control of the Company. Although the Company believes that the assumptions underlying the forward-looking statements contained herein are reasonable, any of those assumptions could prove inaccurate and, therefore, there can be no assurance that the results contemplated in any of the forward-looking statements contained herein will be realized. Forward-looking information is inherently subject to risks and uncertainties, and actual results could differ materially from those currently anticipated due to a number of factors, which include, but are not limited to, risks associated with successfully developing our business in evolving markets, our need for additional capital, our continuing operating losses, the ability of our management to conduct distribution activities and sell products, possible failure to successfully develop new products, risks associated with litigation, our ability to continue as a going concern, vulnerability to competitors due to lack of patents on our products, and other risk factors listed in our annual report on Form 10-K for the year ended December 31, 2014 and our other SEC reports. Based on actual experience and business development, the Company may alter its marketing, capital expenditure plans or other budgets, which may in turn affect the results of operations. In light of the significant uncertainties inherent in the forward-looking statements included therein, the inclusion of any such statement should not be regarded as a representation by the Company or any other person that the objectives or plans will be achieved.
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A smaller reporting company is not required to provide the information required by this Item.
Disclosure Controls and Procedures
The Company has evaluated, with the participation of the Company’s principal executive and principal financial officers, the effectiveness of the issuer’s disclosure controls and procedures (as defined in Rules 13a-15(e) and 15d-15(e) under the Securities Exchange Act of 1934) as of September 30, 2015, pursuant to Exchange Act Rule 15d-15. Based upon that evaluation, the principal executive and financial officers concluded that the Company’s disclosure controls and procedures were effective at the reasonable assurance level.
A control system, no matter how well conceived and operated, can provide only reasonable, not absolute, assurance that the objectives of the control system are met. The design of any system of controls is based in part upon certain assumptions about the likelihood of future events, and there can be no assurance that any design will succeed in achieving its stated goals under all potential future conditions. Further, the design of a control system must reflect the fact that there are resource constraints, and the benefits of controls must be considered relative to their costs. Because of the inherent limitations in all control systems, no evaluation of controls can provide absolute assurance that all control issues and instances of fraud, if any, within the Company have been or will be detected. These inherent limitations include the realities that judgments in decision-making can be faulty, and that breakdown can occur because of simple error or mistake. The Company’s disclosure controls have been designed to provide reasonable assurance of achieving their objectives.
Changes to Internal Control Over Financial Reporting
There have been no significant changes in our internal control over financial reporting that occurred during our most recently completed fiscal quarter that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting, or other factors that could significantly affect internal controls subsequent to the date of our most recent evaluation.
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PART II – OTHER INFORMATION
None
As a smaller reporting company, as defined in Rule 12b-2 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), we are not required to provide the information required by this item.
None
None
None
In October 2015, the Company obtained unsecured a short term advance of $125,000 from Peter Ullrich a member of the Board of Directors of the Company. The final agreement to document the advance has not been signed, and the material terms are not final. It is anticipated that the final loan will be at 10% simple interest and conversion rights into Company common stock. The material terms of the final agreement will be disclosed in subsequent filings with the Securities and Exchange Commission.
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EXHIBIT NO.
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DESCRIPTION OF EXHIBIT
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3(i).1
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Certificate of Incorporation (Incorporated by reference from registration statement on Form SB-1 filed with the SEC on July 29, 2002 (File No. 333-86830)
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3(i).2
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Certificate of Amendment of Certificate of Incorporation (Incorporated by reference from registration statement on Form SB-1 filed with the Securities and Exchange Commission on July 29, 2002 (File No. 333-86830)
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3(i).3
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Certificate of Amendment of Certificate of Incorporation (Incorporated by reference from current report on Form 8-K filed with the Securities and Exchange Commission on January 17, 2007)
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3(ii).1
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Amended and Bylaws (Incorporated by reference from registration statement on current report on Form 8-K filed with the Securities and Exchange Commission on September 12, 2007)
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Certification by Douglas W. Kindred under Section 302 of the Sarbanes-Oxley Act of 2002.
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Certification by Brian D. Heinhold under Section 302 of the Sarbanes-Oxley Act of 2002.
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Certification of Douglas W. Kindred pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.
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Certification of Brian D. Heinhold pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.
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| 101.INS** | XBRL Instance Document | |
| 101.SCH** | XBRL Taxonomy Extension Schema Document | |
| 101.CAL** | XBRL Taxonomy Extension Calculation Linkbase Document | |
| 101.LAB** | XBRL Taxonomy Extension Label Linkbase Document | |
| 101.PRE** | XBRL Taxonomy Extension Presentation Linkbase Document |
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**
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Furnished herewith. Pursuant to applicable securities laws and regulations, the Company is deemed to have complied with the reporting obligation relating to the submission of interactive data files in such exhibits and is not subject to liability under any anti-fraud provisions of the federal securities laws as long as the Company has made a good faith attempt to comply with the submission requirements and promptly amends the interactive data files after becoming aware that the interactive data files fails to comply with the submission requirements. Users of this data are advised that, pursuant to Rule 406T, these interactive data files are deemed not filed and otherwise are not subject to liability.
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In accordance with the requirements of the Exchange Act, the registrant cause this report to be signed on its behalf by the undersigned, thereunto duly authorized.
| EAU TECHNOLOGIES, INC. | |||
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Dated: November 13, 2015
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By:
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/s/ Douglas W. Kindred | |
| Douglas W. Kindred | |||
| Chief Executive Officer | |||
| (Principal Executive Officer) | |||
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By:
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/s/ Brian D. Heinhold | ||
| Brian D. Heinhold | |||
| Chief Financial Officer | |||
| (Principal Financial Officer) | |||
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