Attached files

file filename
EX-31.2 - EXHIBIT 31.2 - Cavitation Technologies, Inc.v237548_ex31-2.htm
EX-32.2 - EXHIBIT 32.2' - Cavitation Technologies, Inc.v237548_ex32-2.htm
EX-32.1 - EXHIBIT 32.1 - Cavitation Technologies, Inc.v237548_ex32-1.htm
EX-31.1 - EXHIBIT 31.1 - Cavitation Technologies, Inc.v237548_ex31-1.htm
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-Q/A
(Amendment No. 1)

(Mark One)
   
þ
 
QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
     
For the quarterly period ended March 31, 2010
 
OR

o
 
TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
     
   
For the transition period from to
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 No.)
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 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, every Interactive Data File, required to be submitted and posted pursuant to Rule 405 of Regulation S-T (Sec.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 o No o

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 the 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 (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 Act). Yes o No x

The registrant had 122,855,952 shares of Common Stock, par value $0.001 per share, outstanding at May 5, 2010.
 
 
 

 
 
EXPLANATORY NOTE

Cavitation Technologies, Inc. (the “Company”) is filing this Amendment No. 1 (this “Amendment”) to its quarterly report on Form 10-Q for the quarter ended December 31, 2009 filed with the Securities and Exchange Commission (“SEC”) on February 4, 2010 (the “Original Report”) solely to revise: Part 1, Item2, Management’s Discussion and Analysis of Financial Condition and Results of Operations (“Overview” section only), and Part II, Item 2 Unregistered Sales of Equity Securities and Use of Proceeds pursuant to Item 701(b) and (d) of Regulation S-K.

 No other changes have been made to the Original Report. This Amendment should be read in conjunction with the Original Report. Except as specifically noted above, this Amendment does not modify or update disclosures in the Original Report. Accordingly, this Amendment does not reflect events occurring after the filing of the Original Report or modify or update any related or other disclosures.
 
PART II – OTHER INFORMATION
 
 
Item 2  Unregistered Sales of Equity Securities and Use of Proceeds

The following is a listing of unregistered security activity during the quarter ended March 31, 2010.

Sales of Restricted Common Stock
 
Item 2 Unregistered Sales of Equity Securities and Use of Proceeds

We sold 2,042,980 common shares for $347,307 during the three months ended March 31, 2010. The shares were sold to a limited number of accredited investors who had a preexisting relationship with the Company and/or were previous investors in the Company.

We issued 6,474,986 common shares as compensation for services rendered during the three months ended March 31, 2010.

Sales of Restricted Common Stock

On January 6, 2010, we issued 58,058 shares of common stock to G Electrical Service Co. for a total purchase price of $9,870, along with warrants to purchase 58,058 shares of common stock at an exercise price of $0.42 per share. G Electrical is not affiliated with the company.  The shares were issued in reliance on Section 4(2) of the Securities Act of 1933, as amended. The shares were not offered via general solicitation to the public but solely to the aforementioned purchasers. The Company issued restricted shares in connection with these issuances. No sales commissions or other remuneration was paid in connection with these sales.
 
On February 4, 2010, we issued 888,235 shares of common stock to Marina Vergilis for a total purchase price of $151,000, along with warrants to purchase 888,235 shares of common stock at an exercise price of $0.42 per share. Marina Vergilis is not affiliated with the company. The shares were issued in reliance on Section 4(2) of the Securities Act of 1933, as amended. The shares were not offered via general solicitation to the public but solely to the aforementioned purchasers. The Company issued restricted shares in connection with these issuances. No sales commissions or other remuneration was paid in connection with these sales.

On March 2, 2010, we issued 44,923 shares of common stock to G Electrical Service Co. for a total purchase price of $7,637, along with warrants to purchase 44,923 shares of common stock at an exercise price of $0.42 per share. G Electrical is not affiliated with the company.  The shares were issued in reliance on Section 4(2) of the Securities Act of 1933, as amended. The shares were not offered via general solicitation to the public but solely to the aforementioned purchasers. The Company issued restricted shares in connection with these issuances. No sales commissions or other remuneration was paid in connection with these sales.
 
 
2

 

On March 2, 2010, we issued 590,000 shares of common stock to AM-PM Appliance Co. for a total purchase of $100,300, along with warrants to purchase 590,000 shares of common stock at an exercise price of $0.42 per share. AM-PM is not affiliated with the company.  The shares were issued in reliance on Section 4(2) of the Securities Act of 1933, as amended. The shares were not offered via general solicitation to the public but solely to the aforementioned purchasers. The Company issued restricted shares in connection with these issuances. No sales commissions or other remuneration was paid in connection with these sales.

On March 2, 2010, we issued 108,823 shares of common stock to Star Tech Electric Co. for a total purchase price of $18,500, along with warrants to purchase 108,823 shares of common stock at an exercise price of $0.42 per share. Star Tech Electric is not affiliated with the company.  The shares were issued in reliance on Section 4(2) of the Securities Act of 1933, as amended. The shares were not offered via general solicitation to the public but solely to the aforementioned purchasers. The Company issued restricted shares in connection with these issuances. No sales commissions or other remuneration was paid in connection with these sales.

On March 12, 2010, we issued 352,941 shares of common stock to Suzahnna Tepper for a total purchase price of $60,000, along with warrants to purchase 352,941 shares of common stock at an exercise price of $0.42 per share. Suzahnna is not affiliated with the company.  The shares were issued in reliance on Section 4(2) of the Securities Act of 1933, as amended. The shares were not offered via general solicitation to the public but solely to the aforementioned purchasers. The Company issued restricted shares in connection with these issuances. No sales commissions or other remuneration was paid in connection with these sales.

Issuance of Restricted Common Stock for Services
 
On January 11, 2010, we issued 41,369 shares of common stock to Tomer Tal. for legal services. The shares were issued in reliance on Section 4(2) of the Securities Act of 1933, as amended. The shares were not offered via general solicitation to the public but solely to the aforementioned purchasers in consideration of services. The Company issued restricted shares in connection with these issuances. No sales commissions or other remuneration was paid in connection with these sales.

On January 11, 2010, we issued 34,917 shares of common stock to Frehiwet Asefaw for accounting services. The shares were issued in reliance on Section 4(2) of the Securities Act of 1933, as amended. The shares were not offered via general solicitation to the public but solely to the aforementioned purchasers in consideration of services. The Company issued restricted shares in connection with these issuances. No sales commissions or other remuneration was paid in connection with these sales.

On January 11, 2010, we issued 12,500 shares of common stock to Stanley Loft for consulting services. The shares were issued in reliance on Section 4(2) of the Securities Act of 1933, as amended. The shares were not offered via general solicitation to the public but solely to the aforementioned purchasers in consideration of services. The Company issued restricted shares in connection with these issuances. No sales commissions or other remuneration was paid in connection with these sales.

On January 11, 2010, we issued 12,500 shares of common stock to Bella Karakis for consulting services. The shares were issued in reliance on Section 4(2) of the Securities Act of 1933, as amended. The shares were not offered via general solicitation to the public but solely to the aforementioned purchasers in consideration of services. The Company issued restricted shares in connection with these issuances. No sales commissions or other remuneration was paid in connection with these sales.

On January 11, 2010, we issued 10,000 shares of common stock to Irakli Gagua for consulting services. The shares were issued in reliance on Section 4(2) of the Securities Act of 1933, as amended. The shares were not offered via general solicitation to the public but solely to the aforementioned purchasers in consideration of services. The Company issued restricted shares in connection with these issuances. No sales commissions or other remuneration was paid in connection with these sales.
 
 
3

 

On January 11, 2010, we issued 10,000 shares of common stock to Aleksander Denisov for consulting services. The shares were issued in reliance on Section 4(2) of the Securities Act of 1933, as amended. The shares were not offered via general solicitation to the public but solely to the aforementioned purchasers in consideration of services. The Company issued restricted shares in connection with these issuances. No sales commissions or other remuneration was paid in connection with these sales.

On February 1, 2010, we issued 5,000,000 shares of common stock to Snapshot, Ltd. for marketing services. The shares were issued in reliance on Section 4(2) of the Securities Act of 1933, as amended. The shares were not offered via general solicitation to the public but solely to the aforementioned purchasers in consideration of services. The Company issued restricted shares in connection with these issuances. No sales commissions or other remuneration was paid in connection with these sales.

On February 1, 2010, we issued 12,500 shares of common stock to Bernard Reich for consulting services. The shares were issued in reliance on Section 4(2) of the Securities Act of 1933, as amended. The shares were not offered via general solicitation to the public but solely to the aforementioned purchasers in consideration of services. The Company issued restricted shares in connection with these issuances. No sales commissions or other remuneration was paid in connection with these sales.

In February 1, 2010, we issued 37,500 shares of common stock to Kirk Wiggins for consulting services. The shares were issued in reliance on Section 4(2) of the Securities Act of 1933, as amended. The shares were not offered via general solicitation to the public but solely to the aforementioned purchasers in consideration of services. The Company issued restricted shares in connection with these issuances. No sales commissions or other remuneration was paid in connection with these sales.

On February 1, 2010, we issued 39,450 shares of common stock to Tomer Tal for legal services. The shares were issued in reliance on Section 4(2) of the Securities Act of 1933, as amended. The shares were not offered via general solicitation to the public but solely to the aforementioned purchasers in consideration of services. The Company issued restricted shares in connection with these issuances. No sales commissions or other remuneration was paid in connection with these sales.

On February 1, 2010, we issued 35,652 shares of common stock to Frehiwet Asefaw for accounting services. The shares were issued in reliance on Section 4(2) of the Securities Act of 1933, as amended. The shares were not offered via general solicitation to the public but solely to the aforementioned purchasers in consideration of services. The Company issued restricted shares in connection with these issuances. No sales commissions or other remuneration was paid in connection with these sales.

On February 11, 2010, we issued 500,000 shares of common stock to Undiscovered Equity, Inc. for consulting services. The shares were issued in reliance on Section 4(2) of the Securities Act of 1933, as amended. The shares were not offered via general solicitation to the public but solely to the aforementioned purchasers in consideration of services. The Company issued restricted shares in connection with these issuances. No sales commissions or other remuneration was paid in connection with these sales.

On February 15, 2010, we issued 75,000 shares of common stock to Crown Equity Holdings, Inc. for consulting services. The shares were issued in reliance on Section 4(2) of the Securities Act of 1933, as amended. The shares were not offered via general solicitation to the public but solely to the aforementioned purchasers in consideration of services. The Company issued restricted shares in connection with these issuances. No sales commissions or other remuneration was paid in connection with these sales.

On February 15, 2010, we issued 37,500 shares of common stock to Jim Fuller for consulting services. The shares were issued in reliance on Section 4(2) of the Securities Act of 1933, as amended. The shares were not offered via general solicitation to the public but solely to the aforementioned purchasers in consideration of services. The Company issued restricted shares in connection with these issuances. No sales commissions or other remuneration was paid in connection with these sales.
 
 
4

 

On February 15, 2010, we issued 15,000 shares of common stock to Viktor Grichko for consulting services. The shares were issued in reliance on Section 4(2) of the Securities Act of 1933, as amended. The shares were not offered via general solicitation to the public but solely to the aforementioned purchasers in consideration of services. The Company issued restricted shares in connection with these issuances. No sales commissions or other remuneration was paid in connection with these sales.

On February 23, 2010, we issued 45,000 shares of common stock to Luis Vance Taylor for consulting services. The shares were issued in reliance on Section 4(2) of the Securities Act of 1933, as amended. The shares were not offered via general solicitation to the public but solely to the aforementioned purchasers in consideration of services. The Company issued restricted shares in connection with these issuances. No sales commissions or other remuneration was paid in connection with these sales.

On February 23, 2010, we issued 45,000 shares of common stock to Stephen Carey for consulting services. The shares were issued in reliance on Section 4(2) of the Securities Act of 1933, as amended. The shares were not offered via general solicitation to the public but solely to the aforementioned purchasers in consideration of services. The Company issued restricted shares in connection with these issuances. No sales commissions or other remuneration was paid in connection with these sales.

On February 23, 2010, we issued 45,000 shares of common stock to David McWhorter for consulting services. The shares were issued in reliance on Section 4(2) of the Securities Act of 1933, as amended. The shares were not offered via general solicitation to the public but solely to the aforementioned purchasers in consideration of services. The Company issued restricted shares in connection with these issuances. No sales commissions or other remuneration was paid in connection with these sales.

On March 5, 2010, we issued 74,313 shares of common stock to Tomer Tal. for legal services. The shares were issued in reliance on Section 4(2) of the Securities Act of 1933, as amended. The shares were not offered via general solicitation to the public but solely to the aforementioned purchasers in consideration of services. The Company issued restricted shares in connection with these issuances. No sales commissions or other remuneration was paid in connection with these sales.

On March 5, 2010, we issued 34,285 shares of common stock to Frehiwet Asefaw for accounting services. The shares were issued in reliance on Section 4(2) of the Securities Act of 1933, as amended. The shares were not offered via general solicitation to the public but solely to the aforementioned purchasers in consideration of services. The Company issued restricted shares in connection with these issuances. No sales commissions or other remuneration was paid in connection with these sales.

On March 5, 2010, we issued 12,500 shares of common stock to Stanley Loft for consulting services. The shares were issued in reliance on Section 4(2) of the Securities Act of 1933, as amended. The shares were not offered via general solicitation to the public but solely to the aforementioned purchasers in consideration of services. The Company issued restricted shares in connection with these issuances. No sales commissions or other remuneration was paid in connection with these sales.

On March 5, 2010, we issued 225,000 shares of common stock to RL Hartshorn, the Company’s CFO, for services provided. The shares were issued in reliance on Section 4(2) of the Securities Act of 1933, as amended. The shares were not offered via general solicitation to the public but solely to the aforementioned purchasers in consideration of services. The Company issued restricted shares in connection with these issuances. No sales commissions or other remuneration was paid in connection with these sales.

On March 12, 2010, we issued 60,000 shares of common stock to Viktor Grichko for consulting services. The shares were issued in reliance on Section 4(2) of the Securities Act of 1933, as amended. The shares were not offered via general solicitation to the public but solely to the aforementioned purchasers in consideration of services. The Company issued restricted shares in connection with these issuances. No sales commissions or other remuneration was paid in connection with these sales.

On March 12, 2010, we issued 10,000 shares of common stock to Jim Gregath for consulting services. The shares were issued in reliance on Section 4(2) of the Securities Act of 1933, as amended. The shares were not offered via general solicitation to the public but solely to the aforementioned purchasers in consideration of services. The Company issued restricted shares in connection with these issuances. No sales commissions or other remuneration was paid in connection with these sales.
 
 
5

 

On March 22, 2010, we issued 50,000 shares of common stock to Stanley Loft for consulting services. The shares were issued in reliance on Section 4(2) of the Securities Act of 1933, as amended. The shares were not offered via general solicitation to the public but solely to the aforementioned purchasers in consideration of services. The Company issued restricted shares in connection with these issuances. No sales commissions or other remuneration was paid in connection with these sales.

With the exception of R.L. Hartshorn, Varvara Grichko and Jim Fuller, who are affiliates of the company, none of the aforementioned service providers are affiliates of the Company.

PART II – OTHER INFORMATION

 Item 6.  Exhibits

Certificat of Principal Executive Officer pursuant to Section 302 of Sarbanes-Oxley Act of 2002

Certificat of Principal Financial Officer pursuant to Section 302 of Sarbanes-Oxley Act of 2002

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.

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.


SIGNATURES

Pursuant to the requirements of the Securities Exchange 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/ Todd Zelek
 
Chief Executive Officer and Director
 
October 20, 2011
Todd Zelek
 
(Principal Executive Officer)
Chairman of the Board
 
   
         
/s/ Igor Gorodnitsky
 
President
 
October 20, 2011
Igor Gorodnitsky
 
       
         
/s/ R.L. Hartshorn
 
Chief Financial Officer
 
October 20, 2011
R.L. Hartshorn
 
(Principal Financial Officer and Accounting Officer
   
 
 
6