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

 

 

FORM 10-Q

 

 

x QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

 

For the quarterly period ended September 30, 2015

 

Commission File Number: 0-29901

 

 

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 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  x     NO  ¨

 

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

 

Large accelerated filer ¨

Accelerated filer    ¨

Non-accelerated filer    ¨ (Do not check if a smaller reporting company)

Smaller reporting company x

 

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

 

As of November 16, 2015, the issuer had 193,997,906 shares of common stock outstanding.

 

 

TABLE OF CONTENTS

		Page
Part I.	FINANCIAL INFORMATION	1
Item 1.	Consolidated Financial Statements	1
	Condensed Consolidated Balance Sheets at September 30, 2015 (unaudited) and June 30, 2015	1
	Condensed Consolidated Statements of Operations - Three Months Ended September 30, 2015 (unaudited) and September 30, 2014 (unaudited)	2
	Condensed Consolidated Statement of Stockholders' Deficit - Three Months Ended September 30, 2015 (unaudited)	3
	Condensed Consolidated Statements of Cash Flows - Three Months Ended September 30, 2015 (unaudited) and September 30, 2013 (unaudited)	4
	Notes to Condensed Consolidated Financial Statements (unaudited)	5
Item 2.	Management's Discussion and Analysis of Financial Condition and Results of Operations	13
Item 3.	Quantitative and Qualitative Disclosures About Market Risk	15
Item 4.	Controls and Procedures	15
Part II.	OTHER INFORMATION	16
Item 1.	Legal Proceedings	16
Item 2.	Unregistered Sales of Equity Securities and Use of Proceeds	16
Item 3.	Defaults Upon Senior Securities	16
Item 4.	Mine Safety Disclosures	16
Item 5.	Other Information	16
Item 6.	Exhibits	17
Signatures		18

 

 

PART I - FINANCIAL INFORMATION

 

ITEM 1 - Condensed Consolidated Financial Statements

 

CAVITATION TECHNOLOGIES, INC.

CONSOLIDATED BALANCE SHEETS

 

		September 30,				June 30,
		2015				2015
		(unaudited)
ASSETS
Current assets:
Cash and cash equivalents		$	1,166,270			$	1,478,565
Inventory, net			146,478				135,599
Total current assets			1,312,748				1,614,164
Property and equipment, net			90,548				100,372
Patents, net			31,145				37,166
Other assets			9,500				9,500
Total assets		$	1,443,941			$	1,761,202
LIABILITIES AND STOCKHOLDERS' DEFICIT
Current liabilities:
Accounts payable & accrued expenses		$	227,095			$	198,686
Accrued payroll and payroll taxes due officers			1,016,223				1,016,223
Related party Payable			1,147				1,147
Advances from distributor			1,124,422				1,620,701
Total current liabilities			2,368,887				2,836,757
Commitments and contingencies
Stockholders' deficit:
Preferred stock, $0.001 par value, 10,000,000 shares authorized, no shares issued and outstanding as of September 30 and June 30, 2015, respectively.			-				-
Common stock, $0.001 par value, 1,000,000,000 shares authorized, 193,997,906 and 184,968,551 shares issued and outstanding as of September 30 and June 30, 2015, respectively			193,999				184,968
Additional paid-in capital			22,062,887				21,259,285
Common stock issuable, 9,029,251 shares			-				812,633
Accumulated deficit			(23,181,832	)			(23,332,441	)
Total stockholders' deficit			(924,946	)			(1,075,555	)
Total liabilities and stockholders' deficit		$	1,443,941			$	1,761,202

 

See accompanying notes, which are an integral part of these condensed consolidated financial statements

 

 

CAVITATION TECHNOLOGIES, INC.
CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS (Unaudited)

 

		For the Three Months Ended
		September 30,
		2015				2014
		(unaudited)				(unaudited)
Revenue		$	496,279			$	-
Cost of revenue			44,509				-
Gross profit			451,770				-
General and administrative expenses			288,653				508,136
Research and development expenses			12,508				10,429
Total operating expenses			301,161				518,565
Income (Loss) from operations			150,609				(518,565	)
Interest expense and other			-				(88	)
Net Income (Loss)		$	150,609			$	(518,653	)
Net Income (loss) per share,
Basic and Diluted		$	0.00			$	(0.00	)
Weighted average shares outstanding,
Basic			193,997,906				183,099,694
Diluted			198,778,888				183,099,694

 

See accompanying notes, which are an integral part of these condensed consolidated financial statements

 

 

CAVITATION TECHNOLOGIES, INC.
CONDENSED CONSOLIDATED STATEMENT OF CHANGES IN STOCKHOLDERS' DEFICIT (Unaudited)

 

		Common Stock								Additional Paid-				Common Stock				Accumalated
		Shares				Amount				in Capital				Issuable				Deficit				Total
Balance at June 30, 2015			184,968,551			$	184,968			$	21,259,285			$	812,633			$	(23,332,441	)		$	(1,075,555	)
Common stock issued to Note holders			9,029,355				9,031				803,602				(812,633	)							-
Net Profit																			150,609				150,609
Balance at September 30, 2015			193,997,906			$	193,999			$	22,062,887			$	-			$	(23,181,832	)		$	(924,946	)

 

See accompanying notes, which are an integral part of these condensed consolidated financial statements

 

 

CAVITATION TECHNOLOGIES, INC.
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS (Unaudited)

 

		Three Months Ended September 30,
		2015				2014
		(unaudited)				(unaudited)
Operating activities:
Net Income (loss)		$	150,609			$	(518,653	)
Adjustments to reconcile net income (loss) to net cash (used) provided by operating activities:
Depreciation and amortization			15,845				19,401
Fair value of options issued to directors, employees and consultants			-				179,368
Effect of changes in:
Inventory			(10,879	)			-
Accounts payable and accrued expenses			28,409				9,761
Accrued payroll and payroll taxes			-				(13,808	)
Advances from distributor			-				375,000
Reduction in distributor advances from recognition of revenues			(496,279	)			-
Net cash (used) provided in operating activities			(312,295	)			51,069
Financing activities:
Proceeds from sale of common stock			-				375,498
Net cash provided by financing activities			-				375,498
Net increase (decrease) in cash			(312,295	)			426,567
Cash, beginning of period			1,478,565				1,226,508
Cash, end of period		$	1,166,270			$	1,653,075
Supplemental disclosures of cash flow information:
Cash paid for interest		$	-			$	-
Cash paid for income taxes		$	1,600			$	1,600

 

See accompanying notes, which are an integral part of these condensed consolidated financial statements

 

 

CAVITATION TECHNOLOGIES, INC.
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)
Three months ended September 30, 2015 and 2014

 

Note 1 - Organization and Basis of Presentation

 

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 three months ended September 30, 2015 are not indicative of the results that may be expected for the fiscal year ending June 30, 2016. 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, 2015 filed on October 14, 2015. The condensed consolidated balance sheet as of June 30, 2015 has been derived from the audited financial statements included in the Form 10-K for that year.

 

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 several national and international patents to employ its proprietary technology in applications including, vegetable oil refining, waste water treatment, biodiesel, algae oil extraction, and alcoholic beverage enhancement.

 

Management's Plan Regarding 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.   As of September 30, 2015, the Company had a working capital deficiency of $1,056,139 and a stockholders' deficit of $924,946.   These factors, among others, raise substantial doubt about the Company's ability to continue as a going concern. Furthermore, the Company has been dependent on certain of its funding from a technology agreement which expired in May 2015. Our independent auditors, in their report on our audited financial statements for the fiscal year ended June 30, 2015 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.

 

Management's plan is to generate income from operations by continuing to license our technology globally through our strategic partner, the Desmet Ballestra Group (Desmet). The Company and Desmet are currently in negotiations for a new agreement to provide us monthly advances of $50,000 to be applied against future sales. We will also attempt to raise additional debt and/or equity financing to fund operations and to provide additional working capital. However, there is no assurance that such agreement with Desmet will be finalized and 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.

 

Note 2 - Significant Accounting Policies

 

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 September 30, 2015 and June 30, 2015, the fair values of cash and cash equivalents, inventory and accounts payable 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 reserve for inventory obsolescence, impairment analysis for fixed assets, accrual of potential liabilities and valuing our stock options, warrants, and common stock issued for services, among other items. Actual results could differ from these estimates.

 

Revenue Recognition

 

Revenue from the sale of our Nano Reactor® Systems is recognized when persuasive evidence of an agreement exists; shipment has occurred, including transfer of title and risk of loss for product sales, or services have been rendered for service revenues; the price to the buyer is fixed or determinable; and collectability is reasonably assured.

 

The Company is also entitled to certain profit share from its distributor from the sale of the reactors. The profit share is non-refundable and is recorded upon shipment and acceptance of the reactors by the distributor.

 

Inventory

 

Inventory, net of an allowance for excess quantities and obsolescence, is stated at the lower of cost or market. Cost is determined on a specific item basis.

 

Inventory is composed of finished goods and represents costs incurred to manufacture our Nano Reactor® systems.

 

Patents

 

Capitalized patent costs represent legal fees associated with procuring and filing patent applications. The Company accounts for patents in accordance with ASC 350-30, General Intangibles Other Than Goodwill. The Company has two patents issued in fiscal year 2012 and another 3 in fiscal year 2014. The patents have duration of twenty years from filing date. We amortize our patents over a four year period which we believe is a reasonable estimate before the next generation of reactors is developed or until other forms of competition appear. As of September 30, 2015, we have a total of 25 patents pending.

 

During the three months ended September 30, 2015 and 2014, we recorded amortization expense of $6,021 and $2,864 respectively which was recorded as part of General and Administrative Expenses in the accompanying Statement of Operations. As of September 30, 2015 and June 30, 2015 the Company had remaining unamortized patent costs of $31,145 and $37,166 respectively.

 

 

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.

 

Income Taxes

 

The Company accounts for income taxes in accordance with ASC 740-10, Income Taxes.  The Company recognizes deferred tax assets and liabilities to reflect the estimated future tax effects, calculated at anticipated future tax rates, of future deductible or taxable amounts attributable to events that have been recognized on a cumulative basis in the financial statements. A valuation allowance related to a deferred tax asset is recorded when it is more likely than not that some portion of the deferred tax asset will not be realized. Deferred tax assets and liabilities are adjusted for the effects of the changes in tax laws and rates of the date of enactment.

 

ASC 740-10 prescribes a recognition threshold that a tax position is required to meet before being recognized in the financial statements and provides guidance on recognition, measurement, classification, interest and penalties, accounting in interim periods, disclosure and transition issues. The Company classifies interest and penalties as a component of interest and other expenses. To date, there have been no interest or penalties assessed or paid.

 

The Company measures and records uncertain tax positions by establishing a threshold for the financial statement recognition and measurement of a tax position taken or expected to be taken in a tax return.  Only tax positions meeting the more-likely-than-not recognition threshold at the effective date may be recognized or continue to be recognized.

 

Warranty Policy

 

The Company provides a limited warranty with every set of reactors sold, typically 2 years. The Company has not experienced significant claims under its warranty policy, and management determined no accrual for warranty reserve was necessary at September 30, 2015 or June 30, 2015.

 

 

Dependence on Desmet Ballestra

 

Our revenue is entirely dependent on Desmet Ballestra who is our exclusive distribution agent with regard to the CTi Nano Neutralization® System for edible oils. During the period ended September 30, 2015, 100% of our revenue was derived from Desmet sales efforts (see Note 3).

 

Basic and Diluted Income (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 September 30, 2015 potentially dilutive securities include options to acquire 4,780,982 shares of common.  The basic and fully diluted shares for the three months ended September 30, 2014 are the same because the inclusion of the potential shares would have had an anti-dilutive effect.  Diluted net income per common share for the three months ended September 30, 2015 was calculated based on an increased number of shares that would be outstanding as follows:

 

		Three Months Ended September 30, 2015
Net income		$	150,609
Weighted average common shares - basic			193,997,906
Dilutive effect of outstanding stock options			4,780,982
Weighted average shares - diluted			198,778,888

 

There were no adjustments to net income required for purposes of computing diluted earnings per shares. At September 30, 2015, the Company had 7,725,010 stock options and 68,259,843 stock warrants outstanding to purchase shares of common stock that were not included in the diluted net income per common share because their effect would be anti-dilutive.

 

Recent Accounting Pronouncements

 

In May 2014, the Financial Accounting Standards Board (FASB) issued Accounting Standards Update (ASU) No. 2014-09, Revenue from Contracts with Customers. ASU 2014-09 is a comprehensive revenue recognition standard that will supersede nearly all existing revenue recognition guidance under current U.S. GAAP and replace it with a principle based approach for determining revenue recognition. ASU 2014-09 will require that companies recognize revenue based on the value of transferred goods or services as they occur in the contract. The ASU also will require additional disclosure about the nature, amount, timing and uncertainty of revenue and cash flows arising from customer contracts, including significant judgments and changes in judgments and assets recognized from costs incurred to obtain or fulfill a contract. ASU 2014-09 is effective for interim and annual periods beginning after December 15, 2017. Early adoption is permitted only in annual reporting periods beginning after December 15, 2016, including interim periods therein. Entities will be able to transition to the standard either retrospectively or as a cumulative-effect adjustment as of the date of adoption. The Company is in the process of evaluating the impact of ASU 2014-09 on the Company’s financial statements and disclosures.

 

In June 2014, the FASB issued Accounting Standards Update No. 2014-12, Compensation – Stock Compensation (Topic 718). The pronouncement was issued to clarify the accounting for share-based payments when the terms of an award provide that a performance target could be achieved after the requisite service period. The pronouncement is effective for reporting periods beginning after December 15, 2015. The adoption of ASU 2014-12 is not expected to have a significant impact on the Company’s consolidated financial position or results of operations.

 

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.

 

 

Business and Credit Concentrations

 

The Company’s cash balances in financial institutions at times may exceed federally insured limits. As of September 30, 2015 and June 30, 2015, before adjustments for outstanding checks and deposits in transit, the Company had approximately $1.3 million and $1.6 million, respectively, deposited in one financial institution. The deposits are federally insured up to $250,000. The Company believes that no significant concentration of credit risk exists with respect to these cash balances because of its assessment of the creditworthiness and financial viability of this financial institution.

 

All recorded revenues during the three months ended September 30, 2015 of $496,279 were attributable to one customer (see Note 3).

 

Note 3 - Agreement with Desmet Ballestra

 

On May 14, 2012 we signed a global R and D, Marketing and Technology License Agreement with the n.v. Desmet Ballestra Group s.a. (Desmet), a Belgian company that is actively marketing the NANO Neutralization System, the key component of which is the Company's reactor to soybean and other vegetable oil refiners. The agreement with Desmet expired in May 2015. The prior agreement provided Desmet (licensee) a limited, exclusive license and right to develop, design and supply Nano Reactor® systems which incorporate Nano Reactor® devices on a global basis but is limited to oils and fats and oleo chemical applications. CTi (licensor) remains owner of the current patents and patent applications but Desmet will be co-owner of any new process patent applications jointly developed. Desmet agreed to provide, under certain conditions, limited monthly advance payments of $125,000 against future sales to CTi through May 15, 2015. Desmet was entitled to immediately terminate the present agreement in case the claims of current US Patent Application Number 12/484,981 are not granted as such or are cancelled. In addition, Desmet could terminate the agreement on August 1 of any particular year if they have not installed at least 6 Nano Reactor® devices in the previous 12 month period. CTi could terminate the Agreement for material default. Desmet, together with its affiliates, is a global engineering and equipment supply firm engaged in the development, design and supply of process equipment for oils and fats processing facilities including vegetable oil refining, biofuel, oleo chemical, seed crushing, surfactant and detergent markets. Desmet supplies these markets with competitive services based on the latest globally sourced technologies.

 

The Company and Desmet have worked together to determine the appropriate sales approach and installation process. The Company's Nano Neutralization is designed to be used as an add-on process to an existing neutralization system within soybean and other vegetable oil refineries. Desmet purchases Nano Reactor Systems from the Company and installs them at the refinery as part of an integrated neutralization system. We are therefore substantially dependent on Desmet to identify prospects, complete sales contracts, install the system and manage relationships with end-users.

 

The agreement with Desmet expired in May 2015. The Company is currently in negotiations with Desmet for a new agreement and we expect all terms will remain the same except that the monthly advances will be changed to $50,000. However there is no assurance that such agreement will be finalized.

 

During the fiscal quarters ended September 30, 2015, we recorded revenues of $496,279 from Desmet, with no reported revenues for the period that ended on September 30, 2014. The Company received advances of $375,000 in three months ended September 30, 2014, and no advances received during the period ended September 30, 2015 due to the expiration of the agreement in May 2015. As of September 30, 2015, Desmet has advanced to us an excess of funds of $1,124,422 which will be recognized as revenue as sales orders are shipped.

 

Note 4 - Property and Equipment

 

Property and equipment consisted of the following as of September 30, 2015 and June 30, 2015:

 

		September 30,				June 30,
		2015				2015
Leasehold improvement		$	2,475			$	2,475
Furniture			26,837				26,837
Office equipment			1,499				1,499
Equipment			68,380				68,380
Systems			291,084				291,084
			390,275				390,275
Less: accumulated depreciation and amortization			(299,727	)			(289,903	)
Property & Equipment, net		$	90,548			$	100,372

 

 

Depreciation expense for the three months ended September 30, 2015 and 2014 amounted to $9,824 and $16,537, respectively which was recorded as part of General and Administrative Expenses in the accompanying Statement of Operations.

 

Note 5 - Accrued Payroll and Payroll Taxes

 

As of September 30, 2015 and June 30, 2015, the Company had accrued unpaid salaries due to current and former officers of the Company and the corresponding estimated payroll taxes of $1,016,223.

 

Note 6 - Stockholders' Deficit

 

Common Stock

 

During the three months ended on September 30, 2015, the Company issued 9,029,355 shares of common stock pursuant to a settlement of notes payable in April 2014 which was reflected as Common Stock Issuable in the accompanying Statement of Changes in Stockholders’ Deficit as of June 30, 2015. Such amount was reclassified to additional paid in capital during the period ended September 30, 2015.

 

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 from September 30, 2015 is as follows:

 

										Weighted-
										Average
						Weighted-				Remaining
						Average				Contractual
						Exercise				Life
		Options				Price				(Years)
Outstanding June 30, 2015			12,810,957			$	0.10				5.35
- Granted			-
- Forfeited			-				-				-
- Exercised			-				-				-
- Expired			214,965				-				-
Outstanding September 30, 2015			12,595,992			$	0.11				5.67
Exercisable and vested at September 30, 2015			12,595,992			$	0.11				5.67

 

The intrinsic value of the outstanding options was $0 as of September 30, 2015. The following table summarizes additional information concerning options outstanding and exercisable at September 30, 2015.

 

		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				5.71			$	0.03				11,000,000				5.71
0.33			422,332				1.06			$	0.33				422,332				1.06
0.67			1,173,660				1.43			$	0.67				1,173,660				1.43
			12,595,992												12,595,992

 

 

Warrants

 

A summary of the Company's warrant activity and related information for the three months ended on September 30, 2015 is as follows.

 

										Weighted-
										Average
						Weighted-				Remaining
						Average				Contractual
						Exercise				Life
		Warrants				Price				(Years)
Outstanding at June 30, 2015			68,259,843			$	0.07				5.77
Granted			-			$	-				-
Exercised			-			$	-
Expired			-			$	-
Outstanding at September 30, 2015			68,259,843			$	0.07				5.52
Vested and exercisable at September 30, 2015			68,259,843			$	0.07				5.52

 

As of September 30, 2015, all warrants granted were vested. The intrinsic value of the outstanding warrants was $0 as of September 30, 2015. The following table summarizes additional information concerning warrants outstanding and exercisable at September 30, 2015.

 

		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
0.04 - 0.07			47,933,184				6.50			$	0.05				47,933,184			$	0.05
0.12			20,326,659				4.00			$	0.12				20,326,659			$	0.12
			68,259,843												68,259,843

 

Note 7 - Commitments and Contingencies

 

Royalty Agreements

 

On July 1, 2008, our wholly owned subsidiary entered into Patent Assignment Agreements with two parties, our President as well as our former Chief Executive Officer (CEO) and current Chief Technology Officer (CTO), where certain devices and methods involved in the hydrodynamic cavitation processes invented by the President and former CEO/current CTO have been assigned to the Subsidiary.  In exchange, that Subsidiary agreed to pay a royalty of 5% of gross revenues to each of the CTO and President and former CEO 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 CTO and President both waived their rights to receive royalty payments that have accrued, or that may accrue, on any gross revenue generated through September 30, 2015.

 

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 September 30, 2015, no patents have been granted in which this person is the legally named inventor.

 

 

Litigation

 

The Company is involved in certain legal proceedings that arise from time to time in the ordinary course of our business. As of June 30, 2015, the Company was a party to legal proceedings related to claims for payment that are currently accrued for in its financial statements. Except for income tax contingencies, the Company record 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. Material legal proceedings that are currently pending are as follows:

 

a.

In August 2015, a former employee and former Director filed a claim of approximately $179,000 for unpaid wages, penalties and interest. The Company deemed that the claim of $179,000 is without merit. The Company believes that the total liability to the former employee is only up to $134,000 which was accrued in prior period as part of Accrued Payroll and payroll taxes due to officers in the accompanying Consolidated Balance Sheets for the years ended September 30, 2015 and June 30, 2015. The Company will appeal any unfavorable rulings and vigorously defend its case against the former employee.

 

b.

The Company has several patents issued by the US Patent Office with regards to the use and efficacy of its Nano Reactors. In August 2015, a competitor, Arisdyne System filed a complaint challenging the patentability of the Company’s Patent No. 8,911,808 B2 or Patent 808. Patent 808 is currently being used in the reactors purchased by our distributor, Desmet. The Company intends to vigorously respond to the complaint in order to maintain the patented status of Patent 808. There is no monetary compensation being claimed by Arisdyne.

 

Note 8 – Income Taxes

 

At June 30, 2015, the Company had Federal and State net operating loss carry forwards available to offset future taxable income of approximately $8.4 million and $8.3 million, respectively. These carry forwards will begin to expire in the years ending June 30, 2027 and June 30, 2017, respectively, subject to statutory limitations, including change in ownership.

 

During fiscal 2016, we have utilized certain federal NOLs to reduce our current year tax provision. We have provided valuation allowances related to the benefits from income taxes resulting from the application of a statutory tax rate to our NOL’s generated in previous periods. The allowances were established and maintained as a result of our history of losses from operations.

 

Authoritative guidance issued by the ASC Topic 740 – Income Taxes requires that a valuation allowance be established when it is more likely than not that all or a portion of deferred tax assets will not be realized. Based on a study performed by an outside third party during the third quarter of 2011 and due to the restrictions imposed by Internal Revenue Code Section 382 regarding substantial changes in ownership of companies with loss carry forwards, the utilization of the Company’s NOL is limited to $1.8 million per year as a result of recent cumulative changes in stock ownership. NOL’s of $28.4 million, which were incurred subsequent to the latest change in control, are not subject to the $1.8 million per year limitation. As a result of the limitations related to Internal Revenue Code Section 382 and the Company’s lack of history of profits prior to fiscal year 2015, the Company recorded a 100% valuation allowance against its net deferred tax assets as of September 30, 2015 and June 30, 2015. 

 

In assessing the realizability of deferred tax assets, management considers whether it is more likely than not that some portion or all of the deferred tax assets will not be realized. The ultimate realization of deferred tax assets is dependent upon the generation of future taxable income during the periods in which those temporary differences become deductible. Management considers the scheduled reversal of deferred tax liabilities, projected future taxable income, and tax planning strategies in making this assessment. The Company has existing limitations on its available federal NOL due to its previous changes in ownership under Internal Revenue Service Section 382 guidelines. These restrictions limit the amount of NOL the Company can utilize over the next several years.

 

 

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 three months ended September 30, 2015, we recorded revenue of $496,279, net income of $150,609 and used cash in operations of $312,295.

 

Management's Plan

 

We are engaged in merchandising our Neutralization System which is designed to help refine vegetable oils such as soybean, canola, sunflower and rapeseed.  Our near term goal is to continue to merchandise our systems through our partner, Desmet Ballestra. During the three months ended September 30, 2015, we recorded revenues of $496,279 and recognized net income of $150,609.  As of September 30, 2015, the Company had a working capital deficiency of $1,056,139 and a stockholders' deficit of $924,946.   The accompanying financial statements have been prepared in conformity with generally accepted accounting principles which contemplate continuation of the Company as a going concern.

 

Management's plan is to generate income from operations by licensing our technology globally through our strategic partner, the Desmet Ballestra Group (Desmet). Desmet previously provided us monthly advances of $125,000 against future sales through May of 2015. The agreement with Desmet expired in May 2015. The Company and Desmet are currently in negotiations for a new agreement and we expect the terms will remain the same except that the monthly advances will be changed to $50,000. In addition to these advances, we anticipate that we will need additional funding, and we will attempt to raise additional debt and/or equity financing to fund operations and to provide additional working capital. However, there is no assurance that such agreement with Desmet will be finalized and such financing will be consummated or obtained in sufficient amounts necessary to meet the Company's needs, 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.

 

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 a result of the aforementioned factors, our independent auditors, in their report on our audited financial statements for the fiscal year ended June 30, 2015, expressed substantial doubt about our ability to continue as a going concern.

 

Critical Accounting Policies

 

CTi's critical accounting policies and estimates are included in its Annual Report on Form 10-K for the year ended June 30, 2015, and did not change for the three months ended September 30, 2015.

 

 

Results of Operations

 

The following is a comparison of our results of operations for the three months ended September 30, 2015 and 2014.

 

		For the Quarter Ended
		Sept 30,
		2015				2014				$ Change				% Change
Revenue		$	496,279			$	-			$	496,279				0.0	%
Cost of revenue			44,509				-				44,509				0.0	%
Gross profit			451,770				-				451,770				0.0	%
General and administrative expenses			288,653				508,136				(219,483	)			-43.2	%
Research and development expenses			12,508				10,429				2,079				19.9	%
Total operating expenses			301,161				518,565				(217,404	)			-41.9	%
Income (Loss) from operations			150,609				(518,565	)			669,174				-129.0	%
Interest expense and other			-				(88	)			88				-100.0	%
Net Income (loss)		$	150,609			$	(518,653	)			669,262				-129.0	%

 

Revenue

 

We recorded $496,279 in revenue in the three months ended on September 30, 2015, and no revenue in the first quarter of fiscal year 2014.

 

Cost of Revenue

 

During the three months ended September 30, 2015, our cost of sales amounted to $44,509 which was the result of the revenue transactions described above.

 

Operating Expenses

 

Operating expenses for the three months ended September 30, 2015 amounted to $301,159 compared with $518,565 for the same period in 2014, a decrease of $217,406, or 42%. In the first quarter of fiscal 2016, compensation amounted to $104,228 or 35% of total costs compared with $306,558 or 59% of total costs in the first quarter of fiscal 2015. This decrease in compensation in the first quarter of fiscal 2016 was attributable largely to a reduction in a number of consultants and more reliance on management and decrease in stock based compensation.

 

During the first quarter of 2016, the other major component of operating expense was professional service fees related to auditors, accounting, and legal services which amounted to $47,318 or 16% of total operating expenses versus $46,844 or 9% in the first quarter of fiscal 2015.

 

Research and development (R&D) expenses remained relatively low as we continued to rely on Desmet Ballestra for support in R&D. It is our intention to pursue R&D as our cash position permits.

 

Liquidity and Capital Resources

 

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.   As of September 30, 2015, the Company had a working capital deficiency of $1,056,139 and a stockholders' deficit of $924,946.   Furthermore, the Company has been dependent on certain of its funding from a technology agreement which expired in May 2015. These factors, among others, raise substantial doubt about the Company's ability to continue as a going concern. Our independent auditors, in their report on our audited financial statements for the fiscal year ended June 30, 2015 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.

 

 

Management's plan is to generate income from operations by licensing our technology globally through our strategic partner, the Desmet Ballestra Group (Desmet). Desmet has provided us monthly advances of $125,000 against future sales through May of 2015. The agreement with Desmet expired in May 2015. The Company and Desmet are currently in negotiations for a new agreement and we expect the terms will remain the same except that the monthly advances will be changed to $50,000. In addition to these advances, we anticipate that we will need additional funding, and we will attempt to raise additional debt and/or equity financing to fund operations and to 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, 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.

 

At September 30, 2015, we had cash on hand in the amount of $1,166,270. In addition to the funds on hand, we will require additional funds to continue to operate our business. This includes expenses we will incur in connection with costs to manufacture and ship our products; costs to design and implement an effective system of internal controls and disclosure controls and procedures; costs of maintaining our status as a public company by filing periodic reports with the SEC and costs required to protect our intellectual property. In addition, we have contractual commitments for salaries to our executive officers. In light of our financial commitments over the next several months and its liquidity constraints, we have implemented cost reduction measures in all areas of operations. We intend to review these measures on an ongoing basis and make additional decisions as may be required.

 

Cash Flow

 

Net cash used by operating activities during the three months ended September 30, 2015 amounted to $312,295 compared with $51,069 provided by these activities for the same period in fiscal 2015. Funding for the operating activities was provided by cash reserves. For the first quarter of fiscal 2016, we paid $104,228 in employees' compensation, $47,318 in professional services fees, $24,500 in various insurance premiums, and $137,000 in fixed operating costs and other obligations. In the first quarter of 2015, cash was used to pay $124,700 in employees' compensation, $25,200 in fees associated with financing activities, $37,347 in professional services fees, $21,000 in various insurance premiums, and $127,000 in fixed operating costs and other obligations.

 

There was no cash used for investing activities in the current fiscal quarter, as well as the same period of fiscal 2015.

 

For the period ended September 30, 2014, financing activities provided a net cash of $375,498, with no financing activities resulting in cash flow taking place in the reporting period. There were no similar financing transactions during the period ended September 30, 2015.

 

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 September 30, 2015, 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 September 30, 2015.

 

Changes in Internal Control over Financial Reporting

 

There were no changes in internal control over financial reporting during the first quarter of fiscal 2015 that have materially affected or are reasonably likely to materially affect the company's internal control over financial reporting.

 

 

PART II - OTHER INFORMATION

 

Item 1  Legal Proceedings

 

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

 

Item 5 - Other Information

 

None

 

 

Item 6 - EXHIBITS, FINANCIAL STATEMENT SCHEDULES

 

			Incorporated by Reference
Exhibit		Filed
Number	Exhibit Description	Herewith	Form	Pd. Ending	Exhibit	Filing Date
3(i)(a)	Articles of Incorporation - original name of Bioenergy, Inc.		SB-2	N/A	3.1	October 19, 2006
3(i)(b)	Articles of Incorporation - Amended and Restated		10-Q	December 31, 2008	3-1	February 17, 2009
3(i)( c )	Articles of Incorporation - Amended and Restated		10-Q	June 30, 2009	3-1	May 14, 2009
3(i)(d)	Articles of Incorporation - Amended; increase in authorized shares		8-K	N/A	N/A	October 29, 2009
3(i)(e)	Articles of Incorporation - Certificate of Amendment; forward split		10-Q	December 31, 2009	3-1	November 16, 2009
10.1	Patent Assignment Agreement between the Company and Roman Gordon dated July 1, 2008.		8-K	June 30, 2009	10.1	May 18, 2010
10.2	Patent Assignment Agreement between the Company and Igor Gorodnitsky dated July 1, 2008.		8-K	June 30, 2009	10.2	May 18, 2010
10.3	Assignment of Patent Assignment Agreement between the Company and Roman Gordon		8-K	June 30, 2009	10.3	May 18, 2010
10.4	Assignment of Patent Assignment Agreement between the Company and Igor Gorodnitsky		8-K	June 30, 2009	10.4	May 18, 2010
10.5	Employment Agreement between the Company and Roman Gordon date March 17, 2008		10K/A	June 30, 2009	10.3	October 20, 2011
10.6	Employment Agreement between the Company and Igor Gorodnitsky dated March 17, 2008		10K/A	June 30, 2009	10.4	October 20, 2011
10.7	Employment and Confidentiality and Invention Assignment Agreement between the Company and Varvara Grichko dated April 30, 2008		10-Q	December 31, 2010	10.3	February 11, 2011
10.8	Board of Director Agreement - James Fuller		10-Q	December 31, 2011	10.12	October 20, 2011
10.9	Technology and License Agreement with Desmet Ballestra dated 14 May 2012		10-K	June 30, 2012	10.1	October 15, 2012
10.10	Short Term Loan Agreement - CEO		10-K	June 30, 2012	10.11	October 15, 2012
10.11	Loan Agreement - Desmet Ballestra - Oct. 26, 2010
14.1	Code of Business Conduct and Ethics*		10-K	June 30, 2011	14.1	September 28, 2011
31.1	Certificate of Principal Executive Officer pursuant to Section 302 of Sarbanes-Oxley Act of 2002	X
31.2	Certificate of Principal Financial Officer pursuant to Section 302 of Sarbanes-Oxley Act of 2002	X
32.1	Certification of Principal Executive Officer pursuant to 18 U.S.C Section 1350, as adopted  pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.	X
32.2	Certification of Principal Financial Officer pursuant to 18 U.S.C Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.	X
101.INS	XBRL Instance Document	X
101.SCH	XBRL Taxonomy Extension Schema	X
101.CAL	XBRL Taxonomy Extension Calculation Linkbase	X
101.DEF	XBRL Taxonomy Extension Definition Linkbase	X
101.LAB	XBRL Taxonomy Extension Label Linkbase	X
101.PRE	XBRL Taxonomy Extension Presentation Linkbase	X

 

*	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.

 

 

SIGNATURES

 

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		November 19, 2015
Igor Gorodnitsky		(Principal Executive Officer)
/s/ N. Voloshin		Chief Financial Officer		November 19, 2015
N. Voloshin		(Principal Financial Officer)
/s/ Jim Fuller		Audit Committee Chairman, Independent Financial Expert		November 19, 2015
Jim Fuller