HYBRID Coating Technologies Inc. - FORM 10-Q

Attached files

file	filename
EX-31.1 - EXHIBIT 31.1 - HYBRID Coating Technologies Inc.	exhibit31-1.htm
EX-31.2 - EXHIBIT 31.2 - HYBRID Coating Technologies Inc.	exhibit31-2.htm

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

[ ] 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: 000-53459

HYBRID COATING TECHNOLOGIES INC.
(Exact name of registrant as specified in its charter)

NEVADA	20-3551488
(State of other jurisdiction of incorporation or organization)	(IRS Employer Identification Number)

950 John Daly Blvd. Suite 260
Daly City, CA 94015
(Address of principal executive offices)

(650) 491-3449
(Registrant's telephone number, including area code)

Securities registered under Section 12(b) of the Exchange Act: None

Securities registered under Section 12(g) of the Exchange Act:
Common Stock, $ 0.001 par value

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 [X] No [ ]

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer or a non-accelerated filer. See definition of "accelerated filer and large accelerated filer" in Rule 12b-2 of the Exchange Act.

	Large accelerated filer [ ]	Accelerated filer [ ]

	Non-accelerated filer [ ]	Smaller reporting company [X]

704,330,491 shares of the issuer’s common shares, par value $0.001 per share, were issued and outstanding as of November 20, 2015.

TABLE OF CONTENTS

	PART I. FINANCIAL INFORMATION

Item 1.	Consolidated Financial Statements
	Consolidated Balance Sheets as of September 30, 2015 and December 31, 2015 (Unaudited)	3
	Consolidated Statements of Operations for the Three and Nine Months Ended September 30, 2015 and 2014 (Unaudited)	4
	Consolidated Statements of Cash Flows for the Nine Months Ended September 30, 2015 and 2014 (Unaudited)	5
	Notes to Consolidated Financial Statements (Unaudited)	7
Item 2.	Management’s Discussion and Analysis of Financial Condition and Results of Operations	24
Item 3	Quantitative and Qualitative Disclosures About Market Risk	29
Item 4.	Controls and Procedures	29

	PART II. OTHER INFORMATION

Item 1.	Legal Proceedings	30
Item 1a.	Risk factors	30
Item 2.	Unregistered Sales of Equity Securities and Use of Proceeds	30
Item 3.	Defaults Upon Senior Securities	30
Item 4.	Mine Safety Disclosures	30
Item 5.	Other Information	30
Item 6.	Exhibits	31

PART I

ITEM 1. FINANCIAL STATEMENTS

The accompanying unaudited consolidated balance sheet of Hybrid Coating Technologies Inc. as of September 30, 2015 and the related unaudited consolidated statements of operations, and cash flows for the nine months ended September 30, 2015 have been prepared by management in conformity with accounting principles generally accepted in the United States. In the opinion of management, all adjustments considered necessary for a fair presentation of the results of operations and financial position have been included and all such adjustments are of a normal recurring nature. Operating results for the nine months ended September 30, 2015 are not necessarily indicative of the results that can be expected for the fiscal year ending December 31, 2015 or any other subsequent period.

Hybrid Coating Technologies Inc.
Consolidated Balance Sheets
(Unaudited)

		September 30,			December 31,
ASSETS		2015			2014


Current assets:
Cash and cash equivalents	$	428		$	-
Total current assets		428			-

Intangible assets, net of accumulated amortization		1,339,921			2,136,205

TOTAL ASSETS	$	1,340,349		$	2,136,205

LIABILITIES AND STOCKHOLDERS’ DEFICIT
Current liabilities:
Bank indebtedness	$	751		$	5,552
Accounts payable and accrued liabilities		843,566			667,296
Accounts payable and accrued liabilities-related parties		220,832			348,731
Deferred revenue		20,000			20,000
Stock payable		15,000			15,000
Senior secured convertible debentures		200,000			200,000
Convertible notes, net of unamortized discount of $210,464 and $160,748 respectively		175,388			119,363
Loans payable		1,206,500			977,500
Loans payable - shareholders		2,149,381			1,944,504
Note payable – related party		1,653,491			1,889,491
Derivative liabilities		199,080			-
Total current liabilities		6,683,989			6,187,437
Long-term liabilities:
Convertible debentures		1,343,890			1,342,696
Derivative liabilities		159,883			181,723
Total liabilities		8,187,762			7,711,856
Commitments and contingencies
STOCKHOLDERS’ DEFICIT
Series A preferred stock, $0.001 par value, 1,000,000 shares authorized, 0 shares issued		-			-
Series B preferred stock, $0.001 par value, 4,000,000 shares authorized, 420,000 and 0 shares issued and outstanding, respectively		420			-
Common stock, $0.001 par value, 1,600,000,000 shares authorized, 372,770,846 and 44,126,829 shares issued and outstanding, respectively		372,771			44,127
Additional paid-in capital		19,680,689			17,003,285
Accumulated deficit		(26,901,293	)		(22,623,063	)

Total stockholders’ deficit		(6,847,413	)		(5,575,651	)

TOTAL LIABILITIES AND STOCKHOLDERS’ DEFICIT	$	1,340,349		$	2,136,205

The accompanying notes are an integral part of these unaudited consolidated financial statements.

Hybrid Coating Technologies Inc.
Consolidated Statements of Operations
For the Three and Nine Months Ended September 30, 2015 and 2014
(Unaudited)

		Three Months Ended			Three Months Ended			Nine Months Ended			Nine Months Ended
		September 30, 2015			September 30, 2014			September 30, 2015			September 30, 2014

Revenues	$	1,712		$	-		$	5,815		$	29,370
Cost of sales		260			-			2,110			1,994
Gross profit		1,452			-			3,705			27,376

Operating expenses
General and administrative		283,099			729,288			1,270,721			2,033,685
Amortization of intangible asset		265,611			137,075			796,704			209,855
Loss on settlement of payables		297,838			-			781,918			-

Total operating expenses		846,548			866,363			2,849,343			2,243,540

Loss from operations		(845,096	)		(866,363	)		(2,845,638	)		(2,216,164	)
Other income (expense):
Loss on extinguishment of debt		-			(627,329	)		(355,641	)		(1,967,408	)
Change in fair value of derivative liability		(161,693	)		14,777			315,465			777,685
Gain (loss) on foreign currency translation		4,994			603			9,486			(925	)
Interest expense		(316,013	)		(230,856	)		(1,401,902	)		(515,633	)

Total other expenses		(472,712	)		(842,805	)		(1,432,592	)		(1,706,281	)

Net loss	$	(1,317,808	)	$	(1,709,168	)	$	(4,278,230	)	$	(3,922,445	)

Basic and diluted net loss per common share	$	(0.00	)	$	(0.07	)	$	(0.03	)	$	(0.22	)
Basic and diluted weighted average number of common shares outstanding		265,344,751			24,279,061			128,137,848			17,601,644

The accompanying notes are an integral part of these unaudited consolidated financial statements.

Hybrid Coating Technologies Inc.
Consolidated Statements of Cash Flows
For the Nine Months Ended September 30, 2015 and 2014
(Unaudited)

		Nine Months Ended			Nine Months Ended
		September 30, 2015			September 30, 2014
CASH FLOWS FROM OPERATING ACTIVITIES
Net loss	$	(4,278,230	)	$	(3,922,445	)
Adjustments to reconcile net loss to net cash used in operating activities:
Stock-based compensation		211,374			1,136,385
Interest paid through the issuance of common shares		-			23,255
Amortization of debt discounts		420,901			44,910
Amortization of intangible asset		796,704			209,855
Loss on settlement of payables		781,918			-
Loss on extinguishment of debt		355,641			1,967,408
Derivative liabilities in excess of face value of debt		374,494			53,702
Change in fair value of derivative liability		(315,465	)		(777,685	)
Gain (loss) on foreign currency		(9,486	)		3,034
Interest imputed from notes payable -related party		89,421			96,000
Change in operating assets and liabilities:
Accounts payable and accrued liabilities		827,970			220,013
Accounts payable and accrued liabilities related parties		127,537			648,549
Net cash used in operating activities		(617,221	)		(297,019	)

CASH FLOWS FROM FINANCING ACTIVITIES
Bank overdraft		(4,801	)		(7,706	)
Proceeds from convertible notes, net of issuance costs		524,210			100,000
Repayments of convertible notes		(189,872	)		-
Proceeds from loans payable		229,000			-
Proceeds from loans payable - shareholders		1,778,106			906,671
Repayments of loans payable - shareholders		(1,483,494	)		(426,190	)
Repayments of note payable - related party		(236,000	)		(274,000	)
Proceeds from exercise of warrants		500			300
Net cash provided by financing activities		617,649			299,075

NET INCREASE IN CASH		428			2,056

CASH, BEGINNING OF PERIOD		-			-
CASH, END OF PERIOD	$	428		$	2,056

Hybrid Coating Technologies Inc.
Consolidated Statements of Cash Flows (continued)
For the Nine Months Ended September 30, 2015 and 2014
(Unaudited)

		Nine Months Ended		Nine Months Ended
		September 30, 2015		September 30, 2014
Supplemental disclosure of cash flow information:
Cash paid during the period for:
Interest paid	$	44,993	$	34,162
Income taxes	$	-	$	-

Non cash investing and financing transactions:
Common stock issued for prepaid expenses	$	-	$	11,250
Preferred stock issued for acquisition of intangible assets	$	420	$	-
Common stock issued for acquisition of intangible assets	$	-	$	500,000
Common stock issued and payable for accounts payable	$	-	$	92,590
Common stock issued and payable for interest accrual	$	-	$	32,603
Common stock issued for settlement of accounts payable - related party	$	941,384	$	759,071
Common stock issued for accounts payable - related party and prepaid rent	$	-	$	33,749
Common stock issued and payable for principal and interest accrual on Convertible Debenture	$	-	$	55,692
Common stock issued for and payable for interest on Senior Secured Convertible Debenture	$	-	$	29,800
Common stock issued for payment of note payable -related party	$	-	$	372,160
Warrants issued for payment of interest	$	15,600	$	-
Cashless exercise of warrants	$	410	$	497
Common stock issued for debt	$	1,121,155	$	-
Warrants and stock issued for settlement of liabilities	$	626,410	$	-
Warrants issued for cancellation of stock	$	1,950	$	-
Cancellation of common stock	$	8,113	$	-
Derivative debt discount	$	851,377	$	-

The accompanying notes are an integral part of these unaudited consolidated financial statements.

Hybrid Coating Technologies Inc.
Notes to Consolidated Financial Statements
(Unaudited)

NOTE 1 – NATURE OF BUSINESS AND BASIS OF PRESENTATION

Hybrid Coating Technologies Inc. (the “Company”, “HCT”) was incorporated in the State of Nevada on July 8, 2010.

The Company manufactures and sells under license, alternative non-toxic (isocyanate-free) polyurethane, Green Polyurethane™, including coatings and raw binder ingredients (Green Polyurethane® Monolithic Floor Coating and Green Polyurethane™ Binder).

The accompanying consolidated financial statements, which should be read in conjunction with the financial statements and footnotes of Hybrid Coating Technologies Inc., included in Form 10-K filed on April 15, 2015 with the Securities and Exchange Commission, are unaudited, but have been prepared in accordance with accounting principles generally accepted in the United States for interim financial information. Accordingly, they do not include all of the information and footnotes required by accounting principles generally accepted in the United States for complete financial statements. In the opinion of management, all adjustments (consisting only of normal recurring adjustments) considered necessary for a fair presentation have been included. Operating results for the nine months ended September 30, 2015 are not necessarily indicative of the results that may be expected for the full year ending December 31, 2015.

Going Concern

The Company remains highly dependent upon funding from non-operational sources. The Company’s consolidated financial statements have been presented on the basis that it is a going concern, which contemplates the realization of assets and satisfaction of liabilities in the normal course of business. The Company has an accumulated deficit of $26,901,293, and has a working capital deficit of $6,683,561 as of September 30, 2015. These conditions raise substantial doubt about the Company’s ability to continue as a going concern. The consolidated financial statements do not include any 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 the outcome of these uncertainties.

There are no assurances that the Company will be able to either (1) achieve a level of revenues adequate to generate sufficient cash flow from operations; or (2) obtain additional financing through either private placement, public offerings and/or bank financing necessary to support the Company’s working capital requirements. To the extent that funds generated from operations and any private placements, public offerings and/or bank financing are insufficient, the Company will have to raise additional working capital. No assurance can be given that additional financing will be available, or if available, will be on terms acceptable to the Company. If adequate working capital is not available the Company may be required to curtail or cease its operations.

NOTE 2 – SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

Basis of Presentation - The financial statements of the Company have been prepared in accordance with generally accepted accounting principles in the United States of America and are presented in US dollars. The Company’s fiscal year end is December 31.

Principles of Consolidation - The consolidated financial statements include the accounts of the Company and its wholly-owned subsidiary, Nanotech Industries International, Inc. (“Nanotech”). All significant inter-company balances and transactions have been eliminated in the consolidated financial statements.

Use of Estimates – The preparation of financial statements in conformity with generally accepted accounting principles requires management to make certain estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenue and expenses during the reported period. Actual results could differ from those estimates.

Cash and Cash Equivalents – The Company maintains various cash balances in two financial institutions located in Daly City, California. These balances are fully insured by the Federal Deposit Insurance Corporation, which insures up to $250,000. On occasion, balances may temporarily exceed such coverage. The Company considers all highly liquid debt instruments, which could include commercial paper and certificates of deposits, with an original maturity of three months or less to be cash equivalents. Investments with maturities greater than three months and less than on year are classified as short term investments.

Intangible Assets - Intangible assets are comprised of intellectual property which is amortized on a straight-line basis over the assets’ respective life, ranging from 24 months to 120 months. Intellectual property with a perpetual life in not amortized.

Revenue Recognition – Revenue is recognized when persuasive evidence of an arrangement exists, goods are delivered, sales price is determinable, and collection is reasonably assured.

Fair Value – ASC 820 defines fair value, establishes a framework for measuring fair value and enhances disclosures about fair value measurements. It defines fair value as the exchange price that would be received for an asset or paid to transfer a liability (an exit price) in the principal or most advantageous market for the asset or liability in an orderly transaction between market participants on the measurement date. ASC 820 also establishes a fair value hierarchy which requires an entity to maximize the use of observable inputs and minimize the use of unobservable inputs when measuring fair value. The standard describes three levels of inputs that may be used to measure fair value:

Level 1: Observable inputs such as quoted prices (unadjusted) in active markets for identical assets or liabilities.

Level 2: Inputs other than quoted prices that are observable for the asset or liability, either directly or indirectly. These include quoted prices for similar assets or liabilities in active markets; quoted prices for identical or similar assets or liabilities that are not active; and model-driven valuations whose inputs are observable or whose significant value drivers are observable. Valuations may be obtained from, or corroborated by, third-party pricing services.

Level 3: Unobservable inputs to measure fair value of assets and liabilities for which there is little, if any market activity at the measurement date, using reasonable inputs and assumptions based upon the best information at the time, to the extent that inputs are available without undue cost and effort.

As of September 30, 2015 and 2014, the significant inputs to the Company’s derivative liability calculation were Level 3 inputs.

Stock-Based Compensation – For stock and stock options awarded in return for services rendered, the expense is measured at the grant-date fair value of the award and recognized as compensation expense on a straight-line basis over the service period, which is the vesting period. The Company estimates forfeitures that it expects will occur and records expense based upon the number of awards expected to vest.

Earnings Per Share - Basic net loss per share amounts are computed by dividing the net loss by the weighted average number of common shares outstanding over the reporting period. In periods in which the Company reports a net loss, dilutive securities are excluded from the calculation of diluted net loss per share amounts as the effect would be anti-dilutive.

For the nine months ended September 30, 2015 and 2014, the following convertible debt and warrants to purchase shares of common stock were excluded from the computation of diluted net loss per share, as the inclusion of such shares would be anti-dilutive:

	Nine Months Ended
	September 30,
	2015	2014
Convertible debt	244,274,123	5,534,074
Stock warrants	27,146,592	8,581,592
Total common shares issuable	271,420,715	14,115,666

Recently Issued Accounting Pronouncements – In April 2015, the FASB issued ASU No. 2015-03, Interest - Imputation of Interest (Subtopic 835-30) - Simplifying the Presentation of Debt Issuance Costs. ASU 2015-03 amends previous guidance to require that debt issuance costs related to a recognized debt liability be presented in the balance sheet as a direct deduction from the carrying amount of that debt liability, consistent with debt discounts. The recognition and measurement guidance for debt issuance costs are not affected by the amendments in this ASU. The standard is effective for financial statements issued for fiscal years beginning after December 15, 2015, and interim periods within those fiscal years. Early adoption is permitted for financial statements that have not been previously issued. The Company expects that the affected amounts on its balance sheets will be reclassified within the balance sheets upon adoption of this ASU to conform to this standard. The Company expects to adopt this ASU during 2016 and does not expect that the adoption of this ASU will have a material impact on its financial statements.

Subsequent Events – The Company has evaluated all transactions occurring from September 30, 2015 through the date of issuance of the consolidated financial statements for disclosure consideration.

NOTE 3 – INTANGIBLE ASSETS

On August 10, 2015, the Company signed a tenth amendment to the Licensing Agreement with NTI whereby the parties amended the Agreement (and subsequent Amendments) to expand the definition of the Licensor Product to include polyurethane foam packaging (“PFP”). In consideration for the Licensor Product to include PFP, NTI shall issue to the Licensor 420,000 Series B Preferred Shares (“Consideration”), to be paid at the time of execution of this Tenth Amendment Agreement (“Deadline”). Should NTI not pay the Consideration within the Deadline, PFP shall not be added to the Licensor Product definition. The Company issued the shares on the date of the Deadline. The Series B Preferred Shares contained super-majority voting rights with each share being able to vote at a rate of 500:1. The Company has currently valued the Series B Preferred Shares at par value of $420, but is still evaluating the fair value as of September 30, 2015. The Company expects to complete this valuation during the quarter ended December 31, 2015.

The following is a summary of the licenses acquired to date from Nanotech Industries, Inc. (“NTI”):

	License Rights Overview	Licensed Region	Term (date) of License	Original Cost	Carrying Value at September 30, 2015	Carrying Value at December 31, 2014

			12-Jun-10
A	Coating Products	North America		$500,000	$0	$0
			6 years

			17-Mar-11
B	Coating Products	Russian Territory		$150,000	$26,000	$29,600
			10 years

			07-Jul-11
C	Coating Products	European Continent		$1,250,000	$164,210	$269,780
			5 years

		North America,	06-May-16
D	Spray Foam Insulation	European Continent		$500,000	$149,355	$336,825
		and Russian Territory	2 years


	Added Applications	North America,	31-Mar-17
E	including synthetic leather,	European Continent		$2,000,000	$1,000,000	$1,500,000
	sealants and adhesives	and Russian Territory	3 years

F	Foam Packaging	North America	10-July-16 11 Months	$420	$356	$-
TOTAL				$4,400,420	$1,339,921	$2,136,205

Intangible assets activity is as follows for the nine months ended September 30, 2015 and 2014:

		September 30,
		2015			2014

Net intangible assets, beginning of period	$	2,136,205		$	444,940
Purchase of intangibles		420			500,000
Less: current amortization		(796,704	)		(209,855	)
Net intangible assets, end of period	$	1,339,921		$	735,085

The balance of intangible assets, net is as follows:

		September 30, 2015			December 31, 2014
Intangible assets	$	3,618,503		$	3,618,083
Less: accumulated amortization		(2,278,582	)		(1,481,878	)
Intangible assets, net	$	1,339,921		$	2,136,205

NOTE 4 – LOANS PAYABLE

Loans payable include a loan from a non-related party that was issued for $75,000 on November 16, 2010 and was repayable on May 16, 2011 with a 10% premium. The balance at September 30, 2015 and December 31, 2014 was $27,500, and the loan is currently in default. The Company has not received any notices from the loan holder with respect to the defaults.

In 2012, the Company entered into various loan agreements totalling $681,500 at interest rates ranging from 15%-25%. These loans are all currently in default. The creditors have not called these loans.

In 2013, the Company entered into various loan agreements totalling $268,500, at interest rates ranging from 15%-16%. These loans are all currently in default. The creditors have not called these loans.

In 2015, several non-related parties advanced the Company $229,000. These are all demand loans, non-interest bearing with no specified terms of repayment.

The Company recorded $0 and $5,455 of interest expense related to the debt discount of the loans payable described above during the nine months ended September 30, 2015 and 2014, respectively. During the nine months ended September 30, 2015 and 2014, interest expense related to these notes was $129,588 and $128,802, respectively, and the interest paid was $19,150 and $25,554, respectively. The Company had an outstanding balance of $1,206,500 and $977,500 as of September 30, 2015 and December 31, 2014, respectively.

NOTE 5 – LOANS PAYABLE – SHAREHOLDERS

During the years ended December 31, 2014, 2013, 2012 and 2011, the Company entered into various loan agreements and arrangements for loans with certain shareholders. The loans all have different maturity dates ranging from 2011 to 2015 and interest rates that range from 2% to 18%. The total amount of the loans was $1,944,503, of which the Company was in default on loans totalling $1,000,466 as of September 30, 2015. The shareholders have not called these loans.

During the nine months ended September 30, 2015, the Company received $1,778,106 in shareholder loans and repaid $1,483,494.

During the nine months ended September 30, 2015, a shareholder-creditor transferred $100,000 of its outstanding balance owed by the Company to a third party. The Company and the third party agreed to amend the loan agreement to allow the third party to convert the principal balance into shares of the Company’s stock. The third party converted the principal balance of $100,000 into 6,252,324 shares of the Company’s common stock. The shares had a fair value of $258,141 and the Company recorded a loss on debt extinguishment of $158,141.

During the nine months ended September 30, 2015 and 2014, the Company recorded interest expense related to the amortization of debt discounts of $0 and $21,981, respectively, related to all loans from shareholders. As of September 30, 2015 and 2014, the total interest expense was $50,925 and $78,434 respectively, and the total interest paid on loans from shareholders was $4,370 and $8,609, respectively. The Company had an outstanding balance of $2,149,381 and $1,944,504 as of September 30, 2015 and December 31, 2014, respectively.

NOTE 6 –CONVERTIBLE DEBENTURES

On April 29, 2011, the Company issued convertible debentures for proceeds of $1,201,000 (the “April 29” debenture) and on February 21, 2012, issued an additional $119,500 (the “Feb 21” debenture and together the “Debentures”) with a maturity of 36 months and a coupon rate of 10% per annum payable in cash or capital stock at the Company’s discretion. The debentures are held by third parties and by non-controlling shareholders, and are convertible as follows:

April 29, 2011 Convertible Debentures:

-by dividing the conversion amount by a conversion factor of 1.4 yielding Units of the Company where each Unit (at a price of $1.40 per Unit), is comprised of 1 share of common stock and one half of a warrant to purchase a share of common stock of the Company with an exercise price of $2.00 per share and a maturity at April 29, 2014. Warrants are exercisable at the option of the holder at any time prior to maturity.

February 21, 2012 Convertible Debentures:

-by dividing the conversion amount by a conversion factor of 1.45 yielding Units of the Company where each Unit (at a price of $1.45 per Unit), is comprised of 1 share of common stock and one half of a warrant to purchase a share of common stock of the Company with an exercise price of $2.10 per share and a maturity at February 21, 2015. Warrants are exercisable at the option of the holder at any time prior to maturity.

Both debentures carry an anti-dilution provision. The conversion price applicable to the debentures is subject to reset in the event of a Dilutive Issuance (as defined in the debenture agreement) by the Company. A Dilutive Issuance excludes shares or options issued to employees, officers, directors or consultants pursuant to stock option plans approved by the Board of Directors.

The Company recorded a corresponding discount of $46,721 and $558,248 against the carrying value of the convertible debentures during the years ended December 31, 2012 and 2011, respectively. The discounts were amortized using the effective interest method over the term of the debt.

On November 20, 2013, the Company entered in an amendment agreement modifying its terms with both the April 29 and February 21 debenture holders as follows:

1) The maturity date of the Debentures, was extended by a period of 24 (twenty-four) months, to April 29, 2016 and February 21, 2017, respectively,

2) Each Unit into which the Debentures are convertible shall be comprised of 2 stock purchase warrants at an exercise price per share equal to the conversion price. The warrants shall expire 36 (thirty-six months) from the date of issuance.

As consideration for the amendments, the Company issued a total of 400,152 shares to the debenture holders at a price of $0.33 per share.

The amendment resulted in an extinguishment of both the April 29 and February 21 Debentures as the present value of the new convertible debentures exceeded the present value of the old debentures by greater than 10%.

The Company measured the fair value of the embedded derivatives in the April 29 Debentures, which was $76,322 on the date of the amendments and recorded a gain of $61,238 for the change in fair value of the derivative liabilities.

The Company recorded a loss on extinguishment of debt on the April 29 debenture of $530,541 and the new debt was recorded at its fair value of $1,268,453 with a corresponding derivative liability of $357,790.

During the year ended December 31, 2014, the Company issued 432,454 shares of common stock for a value of $132,050 to pay for accrued interest of $64,597 and the remainder was applied against the outstanding principal balance. As of September 30, 2015, the outstanding principal balance of the April 29 debenture was $1,201,000.

The Company measured the fair value of the embedded derivatives in the February 21 debentures, which was $23,090 on the date of the amendments and recorded a gain of $6,071 for the change in fair value of the derivative liabilities.

The Company recorded a loss on extinguishment of debt on the February 21 debenture of $113,195 and the new debt was recorded at its fair value of $128,405 with a corresponding derivative liability of $102,150.

On November 12, 2014, the Company issued convertible debentures for $25,000, a maturity of 24 months and a coupon rate of 10% per annum payable in cash or capital stock at the Company’s discretion. The debentures are held by third parties and by non-controlling shareholders. The conversion price is calculated as 45% of the average trading price for the five days prior to the conversion however the conversion price can never be lower than $0.08 per share nor can it exceed $0.30 per share. The Company recorded a discount of $2,804. During the nine months ended September 30, 2015, the Company amortized discount of $1,194 to interest expense. An unamortized discount of $1,610 remains outstanding.

Interest of $100,636 and $98,766 has been recorded for the nine months ended September 30, 2015 and September 30, 2014, respectively. No interest payments were made during the nine months ended September 30, 2015. The balance of the debentures at September 30, 2015 was $1,343,890 and at December 31, 2014 was $1,342,696.

NOTE 7 – CONVERTIBLE NOTES

On July 23, 2014, the Company entered into an agreement with an lender whereby the lender could lend a principal sum up to $250,000 including an original issue discount (“OID”) of $25,000. Upon signing, the lender was required to pay $111,111 with the OID prorated based on the actual consideration paid. The lender may pay additional amounts at its own discretion. The OID on the $111,111 investment was $11,111 and was recorded as debt discount. In March 2015, the Company borrowed an additional $62,223 with and OID of $12,223 from the lender. If the Company pays the lender within 90 days then there is 0% interest, and if the Company pays after 90 days then there is a one-time interest charge of 12% applied to the outstanding balance. The maturity date is 2 years from the date of each borrowing and the outstanding balance and any interest is due and payable. The note is convertible into common shares of the Company. The conversion price is 60% of the lowest trade price of the 25 trading days prior to the conversion.

In the case that conversion shares are not deliverable, an additional 10% discount will apply; and if the shares are ineligible for deposit into the Depository Trust Company system and only eligible for Xclearing deposit, an additional 5% discount shall apply; and in the case of both, an additional cumulative 15% discount shall apply.

The Company determined that the conversion option was a derivative. Accordingly, the Company recorded a derivative liability of $153,702, a debt discount of $100,000 and recognized the difference as additional interest during the year ended December 31, 2014. The Company recorded a derivative liability of $95,613 for the amount borrowed in March 2015 with $50,000 being recorded as a debt discount and recognized the difference as additional interest expense. During the nine months ended September 30, 2015, the Company amortized $51,653 of the debt discount as interest expense and the lender converted $10,206 of debt for 9,450,000 shares.

The Company repaid the original borrowing of $111,111 and accrued interest of $13,333 in January 2015. The Company amortized the remaining debt discount of $86,605 on the original borrowing as interest expense on the date the note was repaid. The Company amortized $4,960 of the debt discount as interest expense on the $62,223 additional borrowing during the nine months ended September 30, 2015.

On October 3, 2014, the Company entered into an agreement with an lender whereby the lender loaned a principal sum of $115,000. Upon signing, the Company received $108,000 in cash and paid fees of $7,000 recorded as debt discount. The maturity date is April 3, 2015 and the interest rate from the date of borrowing is 12% per annum. The note and any accrued unpaid interest are convertible into common shares of the Company. The conversion price is 60% of the lowest trade price of the 20 trading days prior to the conversion. The Note has redemption premiums, if the Note is repaid prior to maturity, of 130% up until the 160th day and 150% thereafter up until maturity. The Company does not intend to repay the Note prior to maturity.

The Company determined that the conversion option was a derivative. Accordingly, the Company recorded a derivative liability of $73,357 and a debt discount was recorded. During the nine months ended September 30, 2015, the Company fully amortized the debt discount on the note as interest expense. The Company has repaid the loan through the conversion of $36,239 for 4,919,344 shares. The remaining $78,761 was paid through a cash payment of $130,629 with the remainder against accrued interest of $7,140 and $44,728 of interest expense from prepayment penalties.

On November 13, 2014, the Company entered into an agreement with an lender whereby the lender loaned a principal sum of $54,000. Upon signing, the Company received $50,000 in cash and paid fees of $4,000, recorded as a debt discount. The maturity date is August 17, 2015 and the interest rate from the date of borrowing is 8% per annum. If the note is unpaid by maturity the interest rate becomes 22% per annum thereafter. The note and any accrued unpaid interest are convertible into common shares of the Company 180 days after the issuance of this note. The conversion price is 61% of the lowest trade price of the 10 trading days prior to the conversion.

The Company determined that the conversion option was a derivative. Accordingly, the Company recorded a derivative liability of $65,717 of which $50,000 was recorded as debt discount, and $15,717 as additional interest expense. During the nine months ended September 30, 2015, the Company amortized all $54,000 of the debt discount as interest expense and recorded accrued interest of $2,160. The lender converted all $54,000 of debt and accrued interest of $2,160 for 15,775,222 shares.

On January 7, 2015, the Company entered into an agreement with an lender whereby the lender loaned a principal sum of $65,000. The Company received $50,000 in cash and paid fees of $15,000, recorded as a debt discount. The maturity date of the note is September 30, 2015 and the interest rate from the date of borrowing is 18% per annum. If the convertible note is unpaid by maturity the interest rate becomes 22% per annum thereafter. The convertible note and any accrued unpaid interest is convertible into common shares of the Company 180 days after the issuance of this note. The conversion price is 50% of the lowest closing bid price of the 20 trading days prior to the conversion. The convertible note has a redemption premiums if the convertible note is repaid prior to 180 days of 120% of the principal and accrued interest.

The Company determined that the conversion option was a derivative. Accordingly, the Company recorded a derivative liability of $111,083 of which $50,000 was recorded as debt discount, and $61,083 as additional interest expense. During the nine months ended September 30, 2015, the Company amortized all $65,000 of the debt discount as interest expense and the lender converted $8,750 of debt for 7,000,000 shares.

On January 13, 2015, the Company entered into an agreement with an lender whereby the lender loaned a principal sum of $52,500. Upon signing, the Company received $50,000 in cash and paid fees of $2,500, recorded as a debt discount. The maturity date of the convertible note is January 13, 2016 and the interest rate from the date of borrowing is 8% per annum. If the note is unpaid by maturity the interest rate becomes 24% per annum thereafter. The note and any accrued unpaid interest are convertible into common shares of the Company 180 days after the issuance of this Note. The conversion price is 60% of the lowest closing bid price of the 20 trading days prior to the conversion. The note has redemption premiums if the note is repaid prior to 180 days of 110% to 135% based on the number of days after the issuance that the note is repaid.

The Company determined that the conversion option was a derivative. Accordingly, the Company recorded a derivative liability of $109,533 of which $50,000 was recorded as debt discount, and $59,533 as additional interest expense. During the nine months ended September 30, 2015, the Company amortized $52,500 of debt discount as interest expense and recorded accrued interest of $2,302.The lender converted the $52,500 debt and $1,489 in accrued interest in exchange for 30,093,910 shares.

On January 16, 2015, the Company entered into an agreement with an lender whereby the lender lent a principal sum of $54,000. Upon signing, the Company received $50,000 in cash and paid fees of $4,000, recorded as a debt discount. The maturity date is October 20, 2015 and the interest rate from the date of borrowing is 8% per annum. If the note is unpaid by maturity the interest rate becomes 22% per annum thereafter. The note and any accrued unpaid interest is convertible into common shares of the Company 180 days after the issuance of this note. The conversion price is 61% of the lowest trade price of the 10 trading days prior to the conversion. The note has redemption premiums if the Note is repaid prior to 180 days of 135% of the outstanding principal and accrued interest balances.

The Company determined that the conversion option was a derivative. Accordingly, the Company recorded a derivative liability of $82,026 of which $50,000 being recorded as debt discount, and $32,026 as additional interest expense. During the nine months ended September 30, 2015, the Company amortized $54,000 of the debt discount as interest expense and recorded accrued interest of $2,349. The lender converted the $54,000 debt and $2,160 in accrued interest in exchange for 19,849,893 shares.

On January 21, 2015, the Company entered into an agreement with an lender whereby the lender loaned a principal sum of $35,000. Upon signing, the Company received $33,000 in cash and paid fees of $2,000, recorded as a debt discount. The maturity date is January 21, 2016 and the interest rate from the date of borrowing is 8% per annum. If the note is unpaid by maturity the interest rate becomes 22% per annum thereafter. The note and any accrued unpaid interest are convertible into common shares of the Company 180 days after the issuance of this note. The conversion price is 60% of the lowest closing bid price of the 20 trading days prior to the conversion. The note has redemption premiums if the note is repaid prior to 180 days of 135% of the outstanding principal and accrued interest balances.

The Company determined that the conversion option was a derivative. Accordingly, the Company recorded a derivative liability of $65,569 of which $33,000 was recorded as debt discount, and $32,569 as additional interest expense. During the nine months ended September 30, 2015, the Company amortized $13,014 of the debt discount as interest expense and recorded accrued interest of $1,713. The lender converted $16,150 of debt in exchange for 9,278,608 shares.

On January 28, 2015, the Company entered into an agreement with an lender whereby the lender agreed to lend a principal sum of up to $220,000. Upon closing, the Company received $35,000 in cash The Company paid an OID of $3,500 and an interest payable on issuance $3,850. The maturity date of the notes is January 28, 2016 and the interest rate from the date of borrowing is 10% per annum which was recorded at issuance. If the note is unpaid by maturity the interest rate becomes 20% per annum thereafter. The note and any accrued unpaid interest are convertible into common shares of the Company 180 days after the issuance of this note. The conversion price is 60% of the lowest trading price of the 25 trading days prior to the conversion. The note has redemption premiums if the note is repaid prior to 180 days of 135% of the outstanding principal and accrued interest balances.

The Company determined that the conversion option was a derivative. Accordingly, the Company recorded a derivative liability of $80,513 of which $35,000 being recorded as debt discount, and $45,513 as additional interest expense. During the nine months ended September 30, 2015, the Company amortized the $42,350 of the debt discount as interest expense. The lender converted the $42,350 of debt in exchange for 27,015,086 shares.

On February 5, 2015, the Company entered into an agreement with an lender whereby the lender agreed to lend a principal sum of up to $250,000 with OID of 12% of all amounts borrowed. Upon closing, the Company received $25,000 in cash and paid fees of $2,174, recorded as a debt discount. The maturity date is February 5, 2017. The note does not bear interest, however, if the note is unpaid by maturity the interest rate becomes 24% per annum thereafter. The note and any accrued unpaid interest are convertible into common shares of the Company 180 days after the issuance of this note. The conversion price is 60% of the lowest trading price of the 25 trading days prior to the conversion. The note has redemption premiums if the note is repaid prior to 180 days of 135% of the outstanding principal and accrued interest balances.

The Company determined that the conversion option was a derivative. Accordingly, the Company recorded a derivative liability of $50,952 of which $25,000 was recorded as debt discount, and $25,952 as additional interest expense. During the nine months ended September 30, 2015, the Company amortized $6,865 of the debt discount as interest expense and recorded accrued interest of $2,055. The lender converted $6,000 of debt in exchange for 5,000,000 shares.

On March 6, 2015, the Company entered into an agreement with an lender whereby the lender agreed to lend a principal sum of up to $100,000. Upon closing, the Company received $25,000 in cash and recorded an OID $2,778 as debt discount. The maturity date is March 6, 2017. The note has a one-time interest fee from the date of each borrowing of 12% per annum and was recorded at issuance as debt discount in the amount of $3,333. If the note is unpaid by maturity the interest rate becomes 24% per annum thereafter. The note and any accrued unpaid interest are convertible into common shares of the Company 180 days after the issuance of this note. The conversion price is 60% of the lowest closing bid price of the 20 trading days prior to the conversion. The Note has redemption premiums if the Note is repaid prior to 180 days of 135% of the outstanding principal and accrued interest balances.

The Company determined that the conversion option was a derivative. Accordingly, the Company recorded a derivative liability of $50,880 of which $25,000 was recorded as debt discount, and $25,880 as additional interest expense. During the nine months ended September 30, 2015, the Company amortized $7,316 of the debt discount as interest expense. The lender converted $5,400 of debt in exchange for 6,000,000 shares.

On March 26, 2015, the Company entered into an agreement with an lender whereby the lender loaned a principal sum of $22,500. Upon signing, the Company received $18,750 in cash and paid fees of $3,750, recorded as a debt discount. The maturity date is March 26, 2016 and the interest rate from the date of borrowing is 8% per annum. If the note is unpaid by maturity the interest rate becomes 24% per annum thereafter. The note and any accrued unpaid interest are convertible into common shares of the Company 180 days after the issuance of this Note. The conversion price is 60% of the lowest trading price of the 20 trading days prior to the conversion. The Note has redemption premiums if the note is repaid prior to 180 days of 135% of the outstanding principal and accrued interest balances.

The Company determined that the conversion option was a derivative. Accordingly, the Company recorded a derivative liability of $56,832 of which $18,750 was recorded as debt discount, and $39,882 as additional interest expense. During the nine months ended September 30, 2015, the Company amortized $11,557 of the debt discount as interest expense.

On March 9, 2015, the Company entered into an agreement with an lender whereby the lender loaned a principal sum of $33,000. Upon signing, the Company received $30,000 in cash and paid fees of $3,000, recorded as a debt discount. The maturity date is December 11, 2015 and the interest rate from the date of borrowing is 8% per annum. If the note is unpaid by maturity the interest rate becomes 22% per annum thereafter. The note and any accrued unpaid interest are convertible into common shares of the Company 180 days after the issuance of this Note. The conversion price is 61% of the average of the three lowest trading prices of the 10 trading days prior to the conversion.

The Company determined that the conversion option was a derivative. Accordingly, the Company recorded a derivative liability of $9,812 with a corresponding amount recorded as debt discount. During the nine months ended September 30, 2015, the Company amortized $6,650 of the debt discount as interest expense and recorded accrued interest of $1,586. The lender converted $24,150 of debt in exchange for 11,500,000 shares.

On March 31, 2015, the Company entered into an agreement with an lender whereby the lender loaned a principal sum of $40,000. Upon signing, the Company received $36,500 in cash and paid fees of $3,500, recorded as a debt discount. The maturity date is March 31, 2016 and the interest rate from the date of borrowing is 10% per annum. If the note is unpaid by maturity the interest rate becomes 24% per annum thereafter. The note and any accrued unpaid interest are convertible into common shares of the Company 180 days after the issuance of this Note. The conversion price is 60% of the lowest trading prices of the 40 trading days prior to the conversion.

The Company determined that the conversion option was a derivative. Accordingly, the Company recorded a derivative liability of $36,500 of which $34,762 was recorded as debt discount and $1,738 as additional interest expense. During the nine months ended September 30, 2015, the Company amortized $20,000 of the debt discount as interest expense and recorded accrued interest of $990.

On May 8, 2015, the Company entered into an agreement with an lender whereby the lender loaned a principal sum of $25,000. Upon signing, the Company received $17,000 in cash and paid fees of $8,000, recorded as a debt discount. The maturity date is May 8, 2016 and the interest rate from the date of borrowing is 8% per annum. If the note is unpaid by maturity the interest rate becomes 24% per annum thereafter. The note and any accrued unpaid interest are convertible into common shares of the Company 180 days after the issuance of this Note. The conversion price is 60% of the lowest trading prices of the 15 trading days prior to the conversion

The Company determined that the conversion option was a derivative. Accordingly, the Company recorded a derivative liability of $19,944 of which $17,000 was recorded as debt discount and $2,944 as additional interest expense. During the nine months ended September 30, 2015, the Company amortized $9,904 of the debt discount as interest expense and recorded accrued interest of $794.

On May 21, 2015, the Company entered into an agreement with an lender whereby the lender loaned a principal sum of $38,000. Upon signing, the Company received $35,000 in cash and paid fees of $3,000, recorded as a debt discount. The maturity date is February 26, 2016 and the interest rate from the date of borrowing is 8% per annum. If the note is unpaid by maturity the interest rate becomes 22% per annum thereafter. The note and any accrued unpaid interest are convertible into common shares of the Company 180 days after the issuance of this Note. The conversion price is 61% of the average of the three lowest trading prices of the 10 trading days prior to the conversion.

The Company determined that the conversion option was a derivative. Accordingly, the Company recorded a derivative liability of $25,808 with a corresponding amount recorded as debt discount. During the nine months ended September 30, 2015, the Company amortized $17,851 of the debt discount as interest expense and recorded accrued interest of $330.

On June 9, 2015, the Company entered into an agreement with an lender whereby the lender loaned a principal sum of $25,000. Upon signing, the Company received $19,700 in cash and paid fees of $5,300, recorded as a debt discount. The maturity date is June 9, 2016 and the interest rate from the date of borrowing is 8% per annum. If the note is unpaid by maturity the interest rate becomes 24% per annum thereafter. The note and any accrued unpaid interest are convertible into common shares of the Company at any time after the issuance of this Note. The conversion price is 60% of the lowest trading prices of the 20 trading days prior to the conversion.

The Company determined that the conversion option was a derivative. Accordingly, the Company recorded a derivative liability of $21,461 of which $21,461was recorded as debt discount and $1,761 as additional interest expense. During the nine months ended September 30, 2015, the Company amortized $7,316 of the debt discount as interest expense and recorded accrued interest of $195.

On July 1, 2015 the Company entered into an agreement with an lender whereby the lender received this convertible debt in exchange for the assumption of promissory notes held by a related party for a principal sum of $12,000. On exchange, the Company recorded the $12,000 debt along with a loss on the settlement of the old debt of $13,409. The maturity date is July 1, 2016 and the interest rate from the date of borrowing is 10% per annum. The note and any accrued unpaid interest are convertible into common shares of the Company at any time after the issuance of this Note. The conversion price is 50% of the lowest trading prices of the 30 trading days prior to the conversion.

The Company determined that the conversion option was a derivative. Accordingly, the Company recorded a derivative liability of $13,409 with a $12,000 recorded as debt discount and $1,409 recorded as interest expense. During the nine months ended September 30, 2015, the Company amortized $12,000 of the debt discount as interest expense. The lender converted all $12,000 of debt in exchange for 8,275,862 shares.

On July 15, 2015 the Company entered into an agreement with an lender whereby the lender received this convertible debt in exchange for the assumption of promissory notes held by a related party for a principal sum of $20,000. On exchange, the Company recorded the $20,000 debt along with a loss on the settlement of the old debt of $22,694. The maturity date is July 15, 2016 and the interest rate from the date of borrowing is 10% per annum. The note and any accrued unpaid interest are convertible into common shares of the Company at any time after the issuance of this Note. The conversion price is 50% of the lowest trading prices of the 30 trading days prior to the conversion.

The Company determined that the conversion option was a derivative. Accordingly, the Company recorded a derivative liability of $22,694 with a $20,000 recorded as debt discount and $2,694 recorded as interest expense. During the nine months ended September 30, 2015, the Company amortized $20,000 of the debt discount as interest expense. The lender converted all $20,000 of debt in exchange for 18,544,444 shares.

On July 16, 2015, the Company entered into an agreement with an lender whereby the lender loaned a principal sum of $52,500. Upon signing, the Company received $50,000 in cash and paid fees of $2,500, recorded as a debt discount. The maturity date is July 16, 2016 and the interest rate from the date of borrowing is 8% per annum. If the note is unpaid by maturity the interest rate becomes 24% per annum thereafter. The note and any accrued unpaid interest are convertible into common shares of the Company at any time after the issuance of this Note. The conversion price is 60% of the lowest trading prices of the 20 trading days prior to the conversion.

The Company determined that the conversion option was a derivative. Accordingly, the Company recorded a derivative liability of $48,775 of which $51,275 was recorded as debt discount. During the nine months ended September 30, 2015, the Company amortized $10,647 of the debt discount as interest expense and recorded accrued interest of $875.

NOTE 8 – SENIOR SECURED CONVERTIBLE DEBENTURES

On August 16, 2010, the Company entered into a securities purchase agreement with a third party for the subscription of senior secured convertible debentures (“SSCD”) for an amount of $400,000. The debentures have a maturity date of August 16, 2012 with a coupon of 10% and convert at the option of the holder into shares of common stock of the Company at a price of $0.75 per share. The notes are secured by all assets of the Company. The subscriber also received 533,336 Series A warrants with a maturity of 1 year and an exercise price of $1.25 and 133,360 Series B warrants with a term of 3 years and an exercise price of $1.50. The debentures and Series A warrants carry registration rights whereby upon the consummation of the reverse merger with Nanotech, the shares underlying the debentures and Series A warrants will be registered as soon as is practicable. To date, the shares have not been registered. All prices and warrants issued have been adjusted for the post-acquisition of Nanotech by HCT.

During the year ended December 31, 2011, $200,000 of the debt was repaid through the issuance of a Convertible Debenture due on April 29, 2014.

The Company is in default of payment of the debentures which matured on August 16, 2012. No notices have been issued by the debenture holder.

The obligations of the Company under the SSCD will rank senior to all outstanding and future indebtedness of the Company and shall be secured by a first priority, perfected security interest in all the assets of the Company.

NOTE 9 – DERIVATIVE LIABILITIES

The embedded conversion features in the convertible debentures and attached warrants are accounted for as a derivative liability. The warrants contain full ratchet reset features (subject to adjustment for dilutive share issuances) and should be valued as a derivative liability.

The valuation of the derivative liability attached to the Debentures arrived at through the use of multinomial lattice models based on a probability weighted discounted cash flow model. These models are based on future projections of the various potential outcomes. The features in the note that were analyzed and incorporated into the model included the conversion feature with the reset provisions and the call/redemption options. Based on these features, there are six primary events that can occur: payments are made in cash; payments are made with stock; the holder converts upon receiving a change notice; the holder converts the note; the Issuer redeems the note; or the company defaults on the note.

The model analyzed the underlying economic factors that influenced which of these events would occur, when they were likely to occur, and the specific terms that would be in effect at the time (i.e. interest rates, stock price, conversion price, etc.). Projections were then made on these underlying factors which led to a set of potential scenarios. Probabilities were assigned to each of these scenarios over the remaining term of the note based on management projections. This led to a cash flow projection over the life of the note and a probability associated with that cash flow. A discounted weighted average cash flow over the various scenarios was completed, and it was compared to the discounted cash flow of the note without the embedded features, thus determining a value for the derivative liability. For the nine months ended September 30, 2015, the Company recorded derivative liabilities for issuance of convertible notes payable initial fair value of $851,377. As of September 30, 2015, the fair value of the embedded derivatives in the Convertible Debentures was $358,963 with a current portion of $199,080 and a long term portion of $159,883.

The Company recorded unrealized gains of $315,465 and $777,685 for the nine months ended September 30, 2015 and September 30, 2014 respectively. The fair value of the derivative liability was $358,963 and $181,723 as of September 30, 2015 and December 31, 2014, respectively.

Activity during the nine months ended September 30, 2015 is as follows:

						Derivative Values
									Fair Value
Valuation		December 31,							Increase			September 30,
Date		2014		Additions		Adjustments			(decrease)			2015
April 29 debenture	$	13,405	$	-	$	-		$	(10,815	)	$	2,590
Feb 21 debenture		9,000		-		-			(2,338	)		6,662
Oct 10 note		73,472		-		(109,896	)		36,424			-
Nov 12 debenture		2,750		-		-			(620	)		2,130
Nov 13 debenture		83,096		-		(41,094	)		(40,685	)		1,317
2015 convertible notes		-		851,377		(207,682	)		(297,431	)		346,264
Total	$	181,723	$	851,377	$	(358,672	)	$	(315,465	)	$	358,963

The following table sets forth a reconciliation of changes in the fair value of financial assets and liabilities classified as Level 3 in the fair value hierarchy:

		Significant Unobservable Inputs
		(Level 3)
		Nine Months Ended September 30,
		2015			2014
Beginning balance	$	181,723		$	816,488
Additions		851,377			153,702
Conversions		(358,672	)		-
Total unrealized gains		(315,465	)		(777,685	)
Ending balance	$	358,963		$	192,505

Unrealized gains included in earnings relating to change in fair value derivative liabilities	$	315,465		$	777,685

NOTE 10– STOCKHOLDERS’ DEFICIT

On April 17, 2015, the shareholders approved an increase in the number of authorized common stock from 150 million to 650 million common shares, and on August 12, 2015 the shareholders approved another increase in the number of authorized common stock from 650 million to 1.6 billion common shares and an increase from 1 million to 4,000,000 of the number of authorized Series B preferred shares.

On August 10, 2015, the Company issued 420,000 Series B Preferred Shares as a part of its tenth amendment to its licensing agreement with NTI. See further discussion of shares issued in Note 3.

During the nine months ended September 30, 2015, the Company issued a total of 132,150,000 shares of common stock to a shareholder-creditor for payment of outstanding accounts payable. The fair value of the shares was $941,384 based on the market price on the date of grant which settled accounts payable and accrued liabilities to related parties of $383,663. Accordingly, the Company recognized a loss on settlement in the amount of $557,721.

During the nine months ended September 30, 2015, a shareholder-creditor transferred $182,000 of its outstanding balance owed by the Company to third parties. The Company and the third party agreed to amend the loan agreement to allow the third party to convert the principal balance into shares of the Company’s stock. The third party converted the principal balance of $182,000 into 50,793,823 shares of the Company’s common stock. The shares had a fair value of $360,578 based on the market price on the date of grant and the Company recorded a loss on debt extinguishment of $158,141 and loss on settlement of payables of $102,437.

Convertible notes holders converted principal of $360,864 into 203,056,400 shares of the Company’s common stock. The Company recorded a reduction of $411,777 in the derivative liability with a corresponding increase in additional paid-in capital. The shares had a fair value of $1,010,108 based on the market price on the date of grant.

The Company issued 2,590,668 shares of common stock to consultants as payment for services. The shares had a fair value of $182,198 based on the market price on the date of grant and were recorded as stock-based compensation.

During the nine months ended September 30, 2015, 410,000 shares of common stock were issued on the cash-less exercise of 420,000 warrants. Upon exercise of warrants, another 500,000 common shares were issued for $500.

Additionally, the Company cancelled 1,950,000 common shares in exchange for 1,950,000 warrants with a 5-year term and an exercise price of $0.001 at a value of $1,950 and 8,113,116 shares to be issued subsequent to quarter end with a corresponding reduction in paid-up capital of $8,113.

Warrants

During the nine months ended September 30, 2015, the Company issued 10,750,000 warrants to consultants for consulting services at a fair value of $103,954 (recorded as stock-based compensation), 8,600,000 warrants to a shareholder to repay accounts payable-related party with a fair value of $614,260 (recorded as an adjustment to accounts payable-related party of $245,000 and loss on settlement of payables of $369,260); 300,000 warrants to shareholders for interest of $15,600, 6,0000,000 warrants to the CEO for compensation of $48,600; 1,500,000 warrants to a related-party landlord for $12,150 for payment to accounts payable related party; 1,950,000 warrants to shareholder in exchange for the cancellation of 1,950,000 shares for consideration of $ 1,950 all with a corresponding increase in additional paid-in capital valued using the Black-Scholes method according to the following assumptions:

Expected volatility		261%-285%
Exercise price	$	0.001
Stock price	$	0.0028-$0.50
Expected life		5 years
Risk-free interest rate		1.19%-1.71%
Dividend yield	$	Nil

A summary of the activity in the Company's warrants during the nine months ended September 30, 2015 is presented below:

	Number of			Weighted Average
	Warrants			Exercise Price

Outstanding and exercisable at December 31, 2014	9,501,592		$	0.10
Issued	29,130,000		$	0.001
Exercised	(920,000	)	$	0.001
Expired	(1,776,428	)	$	0.08
Outstanding and exercisable at September 30, 2015	35,935,164		$	0.02

The intrinsic value of warrants outstanding at September 30, 2015 was $243,164.

Contingent Warrant Issuance

On July 20, 2012, the Company’s board of directors approved the issuance of 300,000 stock purchase warrants, exercise price of $0.001 per share and a five-year life from date of issuance to the Company’s President, Joseph Kristul, contingent upon his successful negotiation of a major sales contract. The major sales contract agreement has not yet been consummated by the Company.

NOTE 11– RELATED PARTY TRANSACTIONS

Fees charged by Shareholder
During the nine months ended September 30, 2015 and 2014, the Company was charged $515,609 and $522,000 by an outside consultant, who is also a shareholder, for professional fees, expenses and commissions. The amounts are included in accounts payable and accrued liabilities to related parties. The Company has an outstanding balance as of September 30, 2015 and December 31, 2014 of $157,628 and $212,682, respectively.

Principal Debt Payments
During the nine months ended September 30, 2015, the Company made principal payments of $236,000 on its note payable to NTI related to the 2014 acquisition of the Added Applications license rights. The note matures on March 31, 2017, does not bear interest, and no payments are required prior to maturity. The balance of the note was $1,653,491 and $1,889,491 at September 30, 2015 and December 31, 2014, respectively.

Shared Administrative Costs
The Company shares office space and certain personnel with NTI. Costs are allocated among the parties based on usage. Rent expense for the nine months ended September 30, 2015 and 2014 were both $33,750.

NOTE 12– SUBSEQUENT EVENTS

Subsequent to September 30, 2015, the Company issued the following shares:

-103,500,000 shares of common stock at a fair value of $451,900 based on the market price on the dates of grant for payment of $162,000 in accounts payable and accrued liabilities to a related party. $289,900 was recorded as loss on settlement of debt.

-215,182,465 shares of common stock for the conversion of $264,559 of principal and accrued interest on convertible notes.

-4,746,064 to an employee as compensation at fair value of $25,154.

-8,113,116 shares to the Licensor which were reissued shares that were cancelled during the quarter ended September 30, 2015.

ITEM 2. MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS

Forward Looking Statements

The Management’s Discussion and Analysis (“MD&A”) is designed to assist investors in understanding the nature and the importance of the changes and trends, as well as the risks and uncertainties associated with the Company’s operations and financial position. Some sections of this report contain forward-looking statements that, because of their nature, necessarily involve a number of known and unknown risks and uncertainties, including statements regarding our capital needs, business strategy and expectations, and the factors described under “Risk Factors” contained in the Company’s Form 10-K Report filed May 2, 2014. Any statements contained herein that are not statements of historical facts may be deemed to be forward-looking statements. In some cases, forward-looking statements can be identified by terminology such as “may,” “will,” “should,” “expect,” “plan,” “intend,” “anticipate,” “believe,” “estimate,” “predict,” “potential” or “continue,” the negative of such terms or other comparable terminology. The Company’s actual and future results could therefore differ materially from those indicated or underlying these forward-looking statements.

Although the Company deems the expectations reflected in these forward-looking statements to be reasonable, the Company cannot provide any guarantee as to the materialization of the expectations reflected in these forward-looking statements.

The following information should be read in conjunction with the unaudited financial statements for the period ended September 30, 2015 and notes thereto. Unless otherwise indicated or the context otherwise requires, the "Company," “HCT,” “we," "us," and "our" refer to Hybrid Coating Technologies Inc.

Compliance with Generally Accepted Accounting Principles

Unless otherwise indicated, the financial information presented below, including tabular amounts, is expressed in US dollars and prepared in accordance with accounting principles generally accepted in the United States (“GAAP”).

Use of Estimates

The preparation of financial statements in conformity with GAAP requires that management make estimates and assumptions that affect the reported amounts of assets and liabilities, disclosure of contingent assets and liabilities as at the date of the financial statements, and the reported amounts of revenue and expenses during the reporting period. Critical items of the financial statements that require the use of estimates include the determination of the allowance for doubtful accounts, the determination of the allowance for inventory obsolescence, the determination of the useful life of fixed and intangible assets for amortization calculation purposes, the assumptions for fixed asset impairment tests, the determination of the allowance for guarantees, the determination of the allowance for income taxes, the assumptions used for the purposes of calculating the stock-based compensation expense, the determination of the fair value of financial instruments, the determination of the fair value of the assets and liabilities acquired on business acquisitions and the implicit fair value of goodwill.

The financial statements include estimates based on currently available information and management’s judgment as to the outcome of future conditions and circumstances.

Changes in the status of certain facts or circumstances could result in material changes to the estimates used in the preparation of the financial statements and actual results could differ from the estimates and assumptions.

Changes in Accounting Principles

No accounting changes were adopted during the nine months ended September 30, 2015.

Overview
Company Background

HCTs principal office is located in Daly City, California, U.S.A.

As of September 30, 2015, HCT had 3 employees.

HCT offers an alternative to toxic formulations of polyurethane (PU) worldwide through its exclusive distribution rights which provide for a cost-effective alternative non-toxic (isocyanate-free) polyurethane, Green Polyurethane™. Its focus is within the C.A.S.E. segment specifically for large industrial and commercial coatings applications where Green Polyurethane™ has a natural competitive advantage over other PU and epoxy coatings due to its superior chemical resistance and environmentally safe properties with reduced health risks.

The Company’s ultimate goal is to license its proprietary Green Polyurethane™ formulation to national and/or global coatings formulators and then focus on rolling out the commercialization of other Green Polyurethane™ applications such as adhesives and sealants. In order to achieve this, the Company is proving the validity of its products through direct sales and is therefore targeting large distributors and multiple client bases. The Company intends to focus within the C.A.S.E. segment specifically for large industrial and commercial coatings applications where Green Polyurethane™ has a natural competitive advantage over other polyurethane ("PU") and epoxy coatings due to its superior chemical resistance and environmentally safe properties with reduced health risks. Some of the target applications for Green Polyurethane™ products markets include:

	•	Industrial and commercial buildings
	•	Civil applications for tunnels and bridges
	•	Private and public garages
	•	Chemical and food processing plants
	•	Warehouses
	•	Monolithic floorings for civil, industrial and military engineering
	•	Marine and Aeronautic applications
	•	Industrial equipment for dairy and liquid fertilizer processing plants and delivery systems
	•	Military facilities and equipment
	•	Protective coatings inside industrial and commercial pipes

The Company’s business growth model includes a two-pronged strategy of direct sales and licensing. HCT’s ultimate goal is to license our proprietary formulation to national or global coatings formulators. In order to achieve this it is proving the validity of its products through direct sales.

In addition, the Company plans to:

	•	Increase the number of contractors and applicators contacted
	•	Contact paint formulators and offer Green Polyurethane® Binder for their proprietary formulations
	•	Establish distribution channels utilizing existing distribution hubs
	•	Sub-license technology in certain geographic areas.

HCT intends to establish full commercial-scale manufacturing for both of its products at Adhpro Adhesives in Magog, Quebec and Simpson Coatings in California through non-exclusive toll manufacturing agreements.

HCT’s strategy is to avoid large capital investments in manufacturing and to outsource the manufacturing of the EPOD Products to third-party manufacturers. At current capacity, the Company can outsource the manufacture of up to 20,000 tons per year.

HCT is currently at the commencement of the commercialization phase of its business model. HCT plans on significantly expanding its sales and client base by promoting the NTI Products at trade unions, press and trade shows and by capitalizing on existing distribution hubs to increase its distribution channels and build new strategic relationships. The Company expects to have significant sales by the end of 2015.

Results of Operations

Comparison of the Three Months Ended September 30, 2015 with the Three Months Ended September 30, 2014

General and administrative expenses totalled $283,099 for the three months ended September 30, 2015, as compared to $729,288 for the three months ended September 30, 2014, representing a 61% decrease from the prior corresponding period. Included in general administrative expenses for the three months ended September 30, are the following:

		Three Months Ended September 30,			%
		2015		2014	Change
Professional Fees	$	101,280	$	138,529	(27%	)
Payroll		27,128		20,955	29%
Stock-based compensation		34,542		476,980	(93%	)
Rent, supplies and general office costs		65,558		43,346	51%
Travel and trade shows		54,591		49,478	10%

Total	$	283,099	$	729,288	(61%	)

Professional fees were $101,280 for the three months ended September 30, 2015 with a 27% decrease compared to $138,529 for the three months ended September 30, 2014. This decrease was due to lower fees charged by a shareholder which were partially offset by charges from other sales and finance consultants.

Payroll was $27,128 for the three months ended September 30, 2015 compared to $20,955 for the corresponding prior year’s period. There was a reduction in regular payroll, of one employee from 2015 to 2014, which was offset in this quarter by an adjustment to payroll for overpayment of loans..

Stock-based compensation was $34,542 for the three months ended September 30, 2015 compared to $476,980 for the three months ended September 30, 2014. Stock-based compensation decreased by 93% due to additional warrants issued to consultants and employees for services in 2014.

Rent, supplies and general office costs were $65,558 for the three months ended September 30, 2015, an increase of 51 % from the $43,346 for the corresponding prior year’s period due to higher office expenses and filing fees in 2015.

For the three months ended September 30, 2015, Travel and tradeshows were $54,591, increasing from $49,478 for the corresponding prior year’s period. There was a strong effort to promote the product and raise financing in 2015, which resulted in more travel costs.

Comparison of the Nine Months Ended September 30, 2015 with the Nine Months Ended September 30, 2014

HCT does not yet have any significant revenues. Management is in talks with prospective clients and the Company expects to have revenues in this fiscal year. The Company recorded $5,815 in revenues for the nine months ended September 30, 2015. These sales were related to promotional samples of the Company’s products.

General and administrative expenses totaled $1,270,721 for the nine months ended September 30, 2015, as compared to $2,033,685 for the nine months ended September 30, 2014, representing a 38% decrease from the prior corresponding period. Included in general administrative expenses for the nine months ended September 30, are the following:

		Nine Months Ended September 30			%
		2015		2014	Change
Professional Fees	$	678,441	$	631,337	7%
Payroll		50,030		79,022	(37%	)
Stock-based compensation (non-cash)		211,374		1,136,385	(81%	)
Rent, supplies and general office costs		117,295		102,793	14%
Travel and trade shows		213,581		84,148	154%

Total	$	1,270,721	$	2,033,685	(38%	)

Professional fees were $678,441 for the nine months ended September 30, 2015 compared to $631,337 for the nine months ended September 30, 2014. Professional fees increased due to greater use of consultants for financing, sales and marketing purposes.

Payroll was $50,030 for the nine months ended September 30, 2015 compared to $79,022 for the corresponding prior year’s period. Payroll decreased due to a reduction in employees from three to two on the regular payroll.

Stock-based compensation was $211,374 for the nine months ended September 30, 2015 compared to $1,136,385 for the nine months ended September 30, 2014. Stock-based compensation decreased by 81% from the prior year’s period due to the decline in stock price and thus fair value of shares issued to consultants as well as less shares and warrants given to consultants in 2015.

Rent, supplies and general office costs were $117,295 for the nine months ended September 30, 2015, an increase of 14 % from the $102,793 for the corresponding prior year’s period due to higher office expenses and filing fees in 2015.

For the nine months ended September 30, 2015, travel and tradeshows were $213,581, increasing from $84,148 for the corresponding prior year’s period as 2015. There was a strong effort to promote the product and raise financing in 2015, which resulted in more travel costs.

The Company expects to significantly increase operating expenses in the future including selling general and administrative expenses as the Company commences its efforts to commercialize its products.

The Company had $796,704 of amortization expense related to its intangible assets for the nine months ended September 30, 2015, compared to $209,855 for the nine months ended September 30, 2014. The increase in amortization expense was a result of the increased intangible asset balance related to additional licenses acquired subsequent to the prior year period.

The Company recognized a gain on change in fair value of derivatives of $315,465 during the nine months ended September 30, 2015, compared to a gain of $777,685 in the nine months ended September 30, 2014. The intrinsic fair value of the Company’s convertible notes decreased during the nine months ended September 30, 2015. This decrease was due to the exercise price of the embedded conversion feature decreasing as a result of the discount rate applied to the 25 day average trading price of the Company’s stock as measured at September 30, 2015 compared to the exercise price on the dates of issuance of the convertible notes. Accordingly, as of September 30, 2015 the Company recorded a decrease in the derivative liabilities and a corresponding gain in change in fair value.

The Company recorded $1,401,902 in interest expense for the nine months ended September 30, 2015, compared to $515,633 in interest expense nine months ended September 30, 2014. The increase in interest expense was a result of $374,494 of interest expense being recorded on derivative liabilities in excess of face value of convertible notes issued and amortization of debt discount of $420,901 during the nine months ended September 30, 2015. There were no comparable convertible notes issued during the nine months ended September 30, 2014.

During the nine months ended September 30, 2015, the Company recorded loss on extinguishment of debt in the amount of $355,641 compared to $1,967,408 recorded in the nine months ended September 30, 2014. The decrease is due to certain debt transactions which occurred in the prior year, but not in the current year. In addition, nine months ended September 30, 2015, the Company recorded a loss on settlement of payables in the amount of $781,918 compared to $0 during the nine months ended September 30, 2014.

Liquidity and Capital Resources

The Company had $428 of cash and equivalents of September 30, 2015. For the nine months ended September 30, 2015, the Company received $1,778,106 proceeds from shareholder loans and repaid $1,719,494 for shareholder and related party loans. The Company also received proceeds of $229,000 from loans payable and $524,210 in convertible notes. The Company intends to raise additional capital to fund ongoing operations, but has no assurances of being able to do so. The Company expects it will need approximately $600,000 in additional funding to continue operations for the next 12 months.

The ability of the Company to continue its operations is dependent on the successful execution of management's plans, which include the expectation of raising debt or equity based capital, with some additional funding from other traditional financing sources, including term notes, until such time that funds provided by operations are sufficient to fund working capital requirements. The Company may need to incur additional liabilities with related parties to sustain the Company’s existence.

Principal Cash Flows for the nine months ended September 30, 2015

Operating activities for the nine months ended September 30, 2015, used cash flows of $617,221 compared to $297,019 for the nine months ended September 30, 2014. The Company’s net loss for the nine months ended September 30, 2015 of $4,278,230 was partly offset by $781,918 in loss on settlement of payables, $355,641 in loss on extinguishment of debt, $211,374 for stock-based compensation, $796,704 amortization of intangible asset and by non-cash derivative liabilities in excess of debt and amortization of debt discounts of $374,494 and $420,901, respectively. The increase in cash flows used in operations was a result of the Company’s increase in travel and use of consultants for selling and marketing activities as well as searching for financing opportunities.

Financing activities for the nine months ended September 30, 2015, provided cash flows of $617,649 compared to $299,075 for the nine months ended September 30, 2014. The increase in cash provided by financing activities was primarily as a result of proceeds from loans and convertible notes during the period.

Off Balance Sheet Arrangements

We have no off-balance sheet arrangements, including arrangements that would affect our liquidity, capital resources, market risk support and credit risk support or other benefits.

ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

Convertible Debt

The fair market value of our 10% senior secured convertible debentures is subject to interest rate risk, market price risk and other factors due to the convertible feature of the debentures. The fair market value of the debentures will generally increase as interest rates fall and decrease as interest rates rise. In addition, the fair market value of the debentures will generally increase as the market price of our common stock increases and decrease as the market price falls. The interest and market value changes affect the fair market value of the debentures but do not impact our financial position, cash flows or results of operations due to the fixed nature of the debt obligations.

ITEM 4. CONTROLS AND PROCEDURES

Disclosure Controls and Procedures

We maintain “disclosure controls and procedures” (as defined in Rules 13a-15(e) and 15d-15(e) under the Exchange Act) which are designed to ensure that information required to be disclosed in the reports we file or submit under the Exchange Act is recorded, processed, summarized and reported within the time periods specified in the SEC’s rules and forms, and that such information is accumulated and communicated to our management, including our President and Chief Executive Officer, who also acts as our principal financial officer, as appropriate, to allow timely decisions regarding required disclosure.

Under the supervision and with the participation of our management, including our President and Chief Executive Officer, who also acts as our principal financial officer, an evaluation was performed on the effectiveness of the design and operation of our disclosure controls and procedures as of the end of the period covered by this quarterly report. Based on that evaluation, our President and Chief Executive Officer, concluded that our disclosure controls and procedures were not effective as of the end of the period covered by this quarterly report for the purpose of gathering, analyzing and disclosing of information that the Company is required to disclose in the reports it files under the Exchange Act within the time periods specified in the SEC’s rules and forms. The Company has undertaken steps to remedy this and improve the effectiveness of its disclosure controls and procedures.

Changes in internal control over financial reporting

There were no changes in our internal control over financial reporting that occurred during the period covered by this Quarterly Report on Form 10-Q that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.

PART II

OTHER INFORMATION

ITEM 1. LEGAL PROCEEDINGS

None.

Item 1A. RISK FACTORS

We are a “smaller reporting company” (as defined by Rule 12b-2 of the Exchange Act) and are not required to provide the information required under this item.

ITEM 2. UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS

This Item is not applicable.

ITEM 3. DEFAULTS UPON SENIOR SECURITIES

This Item is not applicable.

ITEM 4. MINE SAFETY DISCLOSURES

This Item is not applicable.

ITEM 5. OTHER INFORMATION

This Item is not applicable.

ITEM 6. EXHIBITS

Exhibit
Number	Description of Exhibits

3.1	Amended Articles of Incorporation. ⁽¹⁾
3.2	Bylaws, as amended. ⁽¹⁾
3.3	Certificate of Amendment to Articles of Incorporation ⁽²⁾
4.1	Convertible Debenture Agreement dated April 29,2011 Pursuant to Regulation D ⁽⁶⁾
4.2	Convertible Debenture Agreement dated April 29,2011 Pursuant to Regulation S ⁽⁶⁾
10.1	Stock Purchase Agreement, dated August 18, 2010, by and among Nanotech Industries International Inc. and EPOD Solar Inc. (3)
10.2	Licensing Agreement between Nanotech Industries International Inc. and Nanotech Industries Inc. dated July 12, 2010 (4)
10.3	Amendment to the Licensing Agreement previously entered into on the 12^thday of July, 2010 ⁽⁵⁾
10.4	Securities Purchase Agreement dated April 29,2011 Pursuant to Regulation D ⁽⁶⁾
10.5	Securities Purchase Agreement dated April 29,2011 Pursuant to Regulation S ⁽⁶⁾
10.6	Warrant Agreement dated April 29,2011 Pursuant to regulation D ⁽⁶⁾
10.7	Warrant Agreement dated April 29,2011 Pursuant to regulation S ⁽⁶⁾
10.8	Amendment to articles of incorporation to change the name of the company to “Hybrid Coating Technologies Inc.” (7)
10.9	Approval and adoption of the 2011 Stock Incentive Plan ⁽⁷⁾
10.10	Second Amendment to the Licensing Agreement previously entered into on the 12^thday of July, 2010 ⁽⁸⁾
10.11	Licensing Agreement between Nanotech Industries International Inc. and Nanotech Industries Inc. dated October 18, 2011 ⁽⁹⁾
10.12	Convertible Debenture Agreement Dated February 21, 2012 ⁽¹⁰⁾
10.13	Third Amendment of Licensing Agreement entered into the 12th day of July 2010 ⁽¹¹⁾
10.14	Amendment Agreements to Convertible Debenture Agreements dated April 29,2011 and February 21,2012
10.15	Fourth Amendment of Licensing Agreement entered into the 12th day of July 2010 ⁽¹³⁾
10.16	Fifth Amendment of Licensing Agreement entered into the 12th day of July 2010 ⁽¹⁴⁾
10.17	Sixth Amendment of Licensing Agreement entered into the 12th day of July 2010 ⁽¹⁵⁾
10.18	Seventh Amendment of Licensing Agreement entered into the 12th day of July 2010 ⁽¹⁶⁾
10.19	Eight Amendment of Licensing Agreement entered into the 12th day of July 2010 ⁽¹⁷⁾
10.20	Ninth Amendment of Licensing Agreement entered into the 12th day of July 2010 ⁽¹⁸⁾
10.21	Form of 10% Convertible Debenture (Pursuant to Regulation D)⁽¹⁹⁾
10.22	Form of 10% Convertible Debenture (Pursuant to Regulation S)⁽¹⁹⁾
10.23	Form of Securities Purchase Agreement (Pursuant to Regulation D)⁽¹⁹⁾
10.24	Form of Securities Purchase Agreement (Pursuant to Regulation S)⁽¹⁹⁾
10.25	Tenth Amendment of Licensing Agreement entered into the 12th day of July 2010⁽²⁰⁾
31.1	Certification of Principal Executive Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
31.2	Certification of Principal Executive Officer and Principal Financial Officer pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.

(1) Incorporated by reference to the Registration Statement on Form S-1 (File No. 333-153675), filed with the SEC on September 26, 2008.
(2) Incorporated by reference to the Current Report on Form 8-K filed with the SEC on July 22, 2009.
(3) Incorporated by reference to the Current Report on Form 8-K filed with the SEC on August 30, 2010.
(4) Incorporated as reference to the Current Report on Form 8-K filed with the SEC on August 30,2010

(5) Incorporated as reference to the Current Report on Form 8-K filed with the SEC on March 14,2011
(6) Incorporated as reference to the Current Report on Form 8-K filed with the SEC on May 3,2011
(7) Incorporated as reference to the Schedule 14C filed with the SEC on July 6,2011
(8) Incorporated as reference to the Current Report on Form 8-K filed with the SEC on July 7,2011
(9) Incorporated as reference to the Current Report on Form 8-K filed with the SEC on October 18,2011
(10) Incorporated as reference to the Current Report on Form 8-K filed with the SEC on February 21,2012
(11) Incorporated as reference to the Current Report on Form 8-K filed with the SEC on June 28,2013
(12) Incorporated as reference to the Current Report on Form 8-K filed with the SEC on November 20,2013
(13) Incorporated as reference to the Current Report on Form 8-K filed with the SEC on December 13,2013
(14) Incorporated as reference to the Current Report on Form 8-K filed with the SEC on March 31,2014
(15) Incorporated as reference to the Current Report on Form 8-K filed with the SEC on April 9,2014
(16) Incorporated as reference to the Current Report on Form 8-K filed with the SEC on May 8, 2014
(17) Incorporated as reference to the Current Report on Form 8-K filed with the SEC on August 19, 2014
(18) Incorporated as reference to the Current Report on Form 8-K filed with the SEC on September 10, 2014
(19) Incorporated as reference to the Current Report on Form 8-K filed with the SEC on November 28, 2014
(20) Incorporated as reference to the Current Report on Form 8-K filed with the SEC on August 14, 2015

SIGNATURES

Pursuant to the requirements of Section 13 or 15(d) of the Securities and Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.

Date: November 23, 2015	Hybrid Coating Technologies Inc.

	BY: /s/ Joseph Kristul
	Name: Joseph Kristul Title: President and Chief Executive
	Officer (Principal Executive, Financial and Accounting Officer)

HYBRID Coating Technologies Inc. - FORM 10-Q - November 23, 2015

Attached files

HYBRID Coating Technologies Inc. Reports