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EX-32.1 - EXHIBIT 32.1 - Cavitation Technologies, Inc.v237547_ex32-1.htm
EX-32.2 - EXHIBIT 32.2 - Cavitation Technologies, Inc.v237547_ex32-2.htm
EX-10.1 - EXHIBIT 10.1 - Cavitation Technologies, Inc.v237547_ex10-1.htm
EX-31.2 - EXHIBIT 31.2 - Cavitation Technologies, Inc.v237547_ex31-2.htm
EX-31.1 - EXHIBIT 31.1 - Cavitation Technologies, Inc.v237547_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 December 31, 2009
 
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)

(Former name, former address and former fiscal year, if changed since last report)

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 past 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes x No ¨
 
Indicate by check mark 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 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 Securities Exchange Act of 1934). Yes ¨ No x

The registrant had 114,165,048 shares of Common Stock, par value $0.001 per share, outstanding at January 22, 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 I – FINANCIAL INFORMATION

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

Hydrodynamic Technology, Inc. dba Cavitation Technologies, Inc (Company) was incorporated January 29, 2007, in California. We are a development stage enterprise that designs and engineers NANO technology based systems that use our patents pending, multi-stage, continuous flow-through, hydrodynamic cavitation reactors. We are a “GreenTech” company whose goal is to monetize our patent pending technologies that we feel have unique, useful, and environmentally friendly commercial applications in markets such as vegetable oil refining, renewable fuels, water  treatment, alcoholic beverage enhancement, water-oil emulsions, and crude oil yield enhancement. Research and development has led to products which include the Green D De-gumming System, a vegetable oil refining system, and the Bioforce 9000 NANO Reactor Skid System which performs the transesterification process during the production of crude biodiesel. We believe the application of our technology can reduce operating costs and improve yields in comparison to competitive solutions. Our headquarters and only office is in Chatsworth, California.

We have no significant operating history and from January 29, 2007 (date of inception) through December 31, 2009, we generated net losses aggregating $9,753,883. Management’s plan is to raise additional debt and/or equity financing to fund future 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.

The first installation of our Bioforce 9000 is included in a biodiesel production plant that is under construction and was expected to be fully operational before the end of 2009 in Moberly, Missouri. Due to lack of funds, the plant is not in operation, and we do not know when or if it will become operational.  However, the company operating the Mobely, Missouri plant, has indicated to us that it intends to use our Bioforce 9000 skid system when it is able to procure financing to become operational.

Our success depends in part on our ability to obtain patents, maintain trade secrets, and operate without infringing on the proprietary rights of others both in the United States and other countries. We have seven patent applications pending in the US along with three PCT applications. We intend to apply for new patents on a regular basis. Our patents pending apply to potential commercial applications in markets such as vegetable oil processing, renewable fuels production, water treatment, crude oil yield enhancement, alcoholic beverage enhancement, and algae processing. There can be no assurances that patents issued to the Company will not be challenged, invalidated, or circumvented, or that the rights granted will provide proprietary protection or competitive advantage to the Company.

 
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We are a public company with stock traded on the Over the Counter Bulletin Board with ticker symbol CVAT. Our stock is also traded on the Stuttgart Stock Exchange with symbol WTC. Our only location is our headquarters in Chatsworth, California. We have four employees and have engaged approximately 40 consultants and independent contractors over the past two years.

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 December 31, 2009.

Issuance of Common Stock for Conversion of Indebtedness

\We sold 4,179,935 common shares for $699,640 during the three months ended December 31, 2009. There were no sales of common stock during the three months ended September 30, 2009.

On August 7, 2009, we issued 1,122,375 shares of common stock to accredited non-affiliated investors for the conversion of $190,803 of outstanding convertible notes payable and accrued interest as follows:

On august 7, 2009, we issued 157,107 shares of common stock to Chris Tucker for a total purchase price of $25,000.
Mr. Tucker not affiliated with the Company.

On august 7, 2009, we issued 314,217 shares of common stock to Jeffrey Neustadt for a total purchase price of $50,000.  Mr. Neustadt is not affiliated with the Company.

On august 7, 2009, we issued 31,050 shares of common stock to Erena Karakis for a total purchase price of $5,000.  Ms. Karakis is not affiliated with the Company

On august 7, 2009, we issued 620,001shares of common stock toBarnhart Holdings Ltde. for a total purchase price of $100,000.  Barnhart Holdings, Ltd. is not affiliated with the Company
 
Sales of Restricted Common Stock

We sold 4,179,935 common shares for $699,640 during the three months ended December 31, 2009. There were no sales of common stock during the three months ended September 30, 2009. The following shares were sold to both existing accredited investors as well as accredited individuals who had previously existing relationships with the Company.

 On October 13, 2009, the company issued 208,104 shares of common stock to G Electrical Service Co. for a total purchase price of $34,364, along with warrants to purchase 208,104 shares of common stock at an exercise price of $0.42 per share. G Electrical Service Co., is not affiliated with the Company. The above referenced shares and warrant were issued in reliance on Section 4(2) of the Securities Act of 1933, as amended. The note and warrant were not offered via general solicitation to the public but solely to G Electrical Service Co. No sales commissions or other remuneration was paid in connection with these sales.

On October 16, 2009, we issued 1,620,000 shares of common stock to Suzahnna Tepper for a total purchase price of $270,000, along with warrants to purchase 1,620,000 shares of common stock at an exercise price of $0.42 per share. Suzahnna Tepper is not affiliated with the Company. The above referenced shares and warrant were issued in reliance on Section 4(2) of the Securities Act of 1933, as amended. The note and warrant were not offered via general solicitation to the public but solely to G Electrical Service Co. No sales commissions or other remuneration was paid in connection with these sales.

 
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On October 16, 2009, we issued 420,000 shares of common stock to Boris Zheleznyak for a total purchase price of $70,000, along with warrants to purchase 420,000 shares of common stock at an exercise price of $0.42 per share. Boris Zheleznyak is not affiliated with the Company. The above referenced shares and warrant were issued in reliance on Section 4(2) of the Securities Act of 1933, as amended. The note and warrant were not offered via general solicitation to the public but solely to Boris Zheleznyak. No sales commissions or other remuneration was paid in connection with these sales.

On October 16, 2009, we issued 674,934 shares of common stock to Star Tech Electric Co. for a total purchase price of $112,489, along with warrants to purchase 674,934 shares of common stock at an exercise price of $0.42 per share. Star Tech Electric is not affiliated with the Company. The above referenced shares and warrant were issued in reliance on Section 4(2) of the Securities Act of 1933, as amended. The note and warrant were not offered via general solicitation to the public but solely to Star Tech Electric Co. No sales commissions or other remuneration was paid in connection with these sales.

On October 16, 2009, we issued 265,800 shares of common stock to G Electrical Co. for a total purchase price of $44,300, along with warrants to purchase 265,800 shares of common stock at an exercise price of $0.42 per share. G Electrical Co is not affiliated with the Company. The above referenced shares and warrant were issued in reliance on Section 4(2) of the Securities Act of 1933, as amended. The note and warrant were not offered via general solicitation to the public but solely to G Electrical Co. No sales commissions or other remuneration was paid in connection with these sales.

On November 4, 2009, we issued 217,117 shares of common stock to G Electrical Service Co. for a total purchase price of $36,400, along with warrants to purchase 214,117 shares of common stock at an exercise price of $0.42 per share.  G Electrical Co. is not affiliated with the Company. The above referenced shares and warrant were issued in reliance on Section 4(2) of the Securities Act of 1933, as amended. The note and warrant were not offered via general solicitation to the public but solely to G Electrical Co. No sales commissions or other remuneration was paid in connection with these sales.

On November 17, 2009, we issued 421,529 shares of common stock to G Electrical Service Co. for a total purchase price of $72,170, along with warrants to purchase 424,529 shares of common stock at an exercise price of $0.42 per share. G Electrical Co. is not affiliated with the Company. The above referenced shares and warrant were issued in reliance on Section 4(2) of the Securities Act of 1933, as amended. The note and warrant were not offered via general solicitation to the public but solely to G Electrical Co. No sales commissions or other remuneration was paid in connection with these sales.

On December 4, 2009, we issued 114,923 shares of common stock to G Electrical Service Co. for a total purchase price of $19,537, along with warrants to purchase 114,923 shares of common stock at an exercise price of $0.42 per share. G Electrical Co. is not affiliated with the Company. The above referenced shares and warrant were issued in reliance on Section 4(2) of the Securities Act of 1933, as amended. The note and warrant were not offered via general solicitation to the public but solely to G Electrical Co. No sales commissions or other remuneration was paid in connection with these sales.

On December 4, 2009, we issued 237,528 shares of common stock to Star Tech Electric Co. for a total purchase price of $40,380, along with warrants to purchase 237,528 shares of common stock at an exercise price of $0.42 per share. Star Tech Electric is not affiliated with the Company. The above referenced shares and warrant were issued in reliance on Section 4(2) of the Securities Act of 1933, as amended. The note and warrant were not offered via general solicitation to the public but solely to Star Tech Electric Co. No sales commissions or other remuneration was paid in connection with these sales.

Issuance of Restricted Common Stock for Services

We issued 19,698,681 common shares as compensation for services rendered during the six months ended December 31, 2009.

 
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On July 27, 2009, we issued 4,500,000 shares of common stock to Bioworld Technology Management for research and development 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 service provider.  The Company issued restricted shares in connection with these issuances.  The Company issued restricted shares in connection with these issuances. No sales commissions or other remuneration was paid in connection with these issuances.

On July 27, 2009, we issued 2,100,000 shares of common stock to San Francisco Securities, 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 purchaser or service provider.  The Company issued restricted shares in connection with these issuances.  No sales commissions or other remuneration was paid in connection with these issuances.

On July 27, 2009, we issued 600,000 shares of common stock to Maxim Promtov 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 purchaser or service provider.  The Company issued restricted shares in connection with these issuances.  No sales commissions or other remuneration was paid in connection with these issuances.

On July 27, 2009, we issued 900,000 shares of common stock to Suzahnna Tepper 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 purchaser or service provider.  The Company issued restricted shares in connection with these issuances.  No sales commissions or other remuneration was paid in connection with these issuances.

On July 27, 2009, we issued 150,000 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 purchaser or service provider.  The Company issued restricted shares in connection with these issuances.  No sales commissions or other remuneration was paid in connection with these issuances.

On July 27, 2009, we issued 75,000 shares of common stock to Paul Knerr 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 purchaser or service provider.  The Company issued restricted shares in connection with these issuances.  No sales commissions or other remuneration was paid in connection with these issuances.

On July 27, 2009, we issued 75,000 shares of common stock to Todd Strickland 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 purchaser or service provider.  The Company issued restricted shares in connection with these issuances.  No sales commissions or other remuneration was paid in connection with these issuances.

On July 27, 2009, we issued 75,000 shares of common stock to Lilia Dmitrieva 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 purchaser or service provider.  The Company issued restricted shares in connection with these issuances.  No sales commissions or other remuneration was paid in connection with these issuances.

On July 27, 2009, we issued 150,000 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 purchaser or service provider.  The Company issued restricted shares in connection with these issuances.  No sales commissions or other remuneration was paid in connection with these issuances.

On July 27, 2009, we issued 1,725,000 shares of common stock to Sergie Chernov for research and development 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 purchaser or service provider.  The Company issued restricted shares in connection with these issuances.  No sales commissions or other remuneration was paid in connection with these issuances.

 
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On July 27, 2009, we issued 3,000,000 shares of common stock to Roman Gordon, the Company’s CEO, 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 purchaser or service provider.  The Company issued restricted shares in connection with these issuances.  No sales commissions or other remuneration was paid in connection with these issuances.

On July 27, 2009, we issued 3,000,000 shares of common stock to Igor Gorodnitsky, the Company’s President, 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 purchaser or service provider.  The Company issued restricted shares in connection with these issuances.  No sales commissions or other remuneration was paid in connection with these issuances.

On July 27, 2009, we issued 750,000 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 purchaser or service provider.  The Company issued restricted shares in connection with these issuances.  No sales commissions or other remuneration was paid in connection with these issuances.

On July 27, 2009, we issued 75,000 shares of common stock to The Adept Group 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 purchaser or service provider.  The Company issued restricted shares in connection with these issuances.  No sales commissions or other remuneration was paid in connection with these issuances.

On July 27, 2009, we issued 120,000 shares of common stock to Barnhart Holding Ltd. 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 purchaser or service provider.  The Company issued restricted shares in connection with these issuances.  No sales commissions or other remuneration was paid in connection with these issuances.

On July 27, 2009, we issued 63,000 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 purchaser or service provider.  The Company issued restricted shares in connection with these issuances.  No sales commissions or other remuneration was paid in connection with these issuances.

On August 5, 2009, we issued 75,000 shares of common stock to Princeton Research, 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 purchaser or service provider.  The Company issued restricted shares in connection with these issuances.  No sales commissions or other remuneration was paid in connection with these issuances.

On August 5, 2009, we issued 37,500 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 purchaser or service provider.  The Company issued restricted shares in connection with these issuances.  No sales commissions or other remuneration was paid in connection with these issuances.

On August 5, 2009, 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 purchaser or service provider.  The Company issued restricted shares in connection with these issuances.  No sales commissions or other remuneration was paid in connection with these issuances.

 
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On August 5, 2009, we issued 15,000 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 purchaser or service provider.  The Company issued restricted shares in connection with these issuances.  No sales commissions or other remuneration was paid in connection with these issuances.

On September 16, 2009, we issued 190,001 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 purchaser or service provider.  The Company issued restricted shares in connection with these issuances.  No sales commissions or other remuneration was paid in connection with these issuances.

On October 7, 2009, we issued 37,500 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 purchaser or service provider.  The Company issued restricted shares in connection with these issuances.  No sales commissions or other remuneration was paid in connection with these issuances.

On October 7, 2009, we issued 37,500 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 purchaser or service provider.  The Company issued restricted shares in connection with these issuances.  No sales commissions or other remuneration was paid in connection with these issuances.

On October 7, 2009, we issued 30,000 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 purchaser or service provider.  The Company issued restricted shares in connection with these issuances.  No sales commissions or other remuneration was paid in connection with these issuances.

On October 7, 2009, we issued 25,500 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 purchaser or service provider.  The Company issued restricted shares in connection with these issuances.  No sales commissions or other remuneration was paid in connection with these issuances.

On October 16, 2009, we issued 70,911 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 purchaser or service provider.  The Company issued restricted shares in connection with these issuances.  No sales commissions or other remuneration was paid in connection with these issuances.

On October 16, 2009, we issued 30,000 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 purchaser or service provider.  The Company issued restricted shares in connection with these issuances.  No sales commissions or other remuneration was paid in connection with these issuances.

On October 23, 2009, we issued 30,000 shares of common stock to Varvara Grichko for research and development 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 purchaser or service provider.  The Company issued restricted shares in connection with these issuances.  No sales commissions or other remuneration was paid in connection with these issuances.

 
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On October 29, 2009, we issued 37,500 shares of common stock to Stacie Jovancevic 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 purchaser or service provider.  The Company issued restricted shares in connection with these issuances.  No sales commissions or other remuneration was paid in connection with these issuances.

On November 3, 2009, 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 purchaser or service provider.  The Company issued restricted shares in connection with these issuances.  No sales commissions or other remuneration was paid in connection with these issuances.

On November 10, 2009, we issued 35,102 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 purchaser or service provider.  The Company issued restricted shares in connection with these issuances.  No sales commissions or other remuneration was paid in connection with these issuances.

On November 16, 2009, we issued 5,000 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 purchaser or service provider.  The Company issued restricted shares in connection with these issuances.  No sales commissions or other remuneration was paid in connection with these issuances.

On November 16, 2009, we issued 500,000 shares of common stock to Vastani Company 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 purchaser or service provider.  The Company issued restricted shares in connection with these issuances.  No sales commissions or other remuneration was paid in connection with these issuances.

On November 16, 2009, we issued 1,000,000 shares of common stock to Adamatos Investment Ltd. 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 purchaser or service provider.  The Company issued restricted shares in connection with these issuances.  No sales commissions or other remuneration was paid in connection with these issuances.

On November 30, 2009, we issued 60,000 shares of common stock to Varvara Grichko for research and development 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 purchaser or service provider.  The Company issued restricted shares in connection with these issuances.  No sales commissions or other remuneration was paid in connection with these issuances.

On December 4, 2009, we issued 49,157 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 purchaser or service provider.  The Company issued restricted shares in connection with these issuances.  No sales commissions or other remuneration was paid in connection with these issuances.

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

 
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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.

10.1 Material agreement

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
   

 
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