UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-K/A
(Amendment No. 2)
ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d)
OF THE SECURITIES EXCHANGE ACT OF 1934
(Mark One)
[X] ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
For the fiscal year ended June 30, 2013
Commission file number 0-29901
Cavitation Technologies, Inc.
(Exact name of Registrant as Specified in its Charter)
10019 CANOGA AVENUE, CHATSWORTH, CALIFORNIA 91311
(Address, including Zip Code, of Principal Executive Offices )
(818) 718-0905
(Registrant's Telephone Number, Including Area Code)
SECURITIES REGISTERED PURSUANT TO SECTION 12(g) OF THE ACT:
Title of Each Class: |
| Name of Each Exchange on Which Registered: |
Common Stock, $0.001 par value |
| Over the Counter (Bulletin Board) |
Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act. YES ¨ NO x
Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the Act. YES ¨ NO x
Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15 (d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file reports), and (2) has been subject to such filing requirements for the past 90 days. YES x NO ¨
Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files). YES x NO ¨
Indicate by check mark if disclosure of delinquent filers pursuant to Item 405 of Regulation S-K is not contained herein, and will not be contained, to the best of registrant's knowledge, in definitive proxy or information statements incorporated by reference in Part III of this Form 10-K, or any amendment to this Form 10-K. ¨
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer or a smaller reporting company. See definitions of "large accelerated filer," "accelerated filer" and "smaller reporting company" in Rule 12b-2 of the Exchange Act. (Check one):
Large accelerated filer ¨ | Accelerated filer ¨ | Non-accelerated filer ¨ | Smaller reporting company x |
Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Act).
YES ¨ NO x
State the aggregate market value of the voting and non-voting common equity held by non-affiliates of the registrant by reference to the price at which the common equity was last sold, or of the average bid and asked price of such common equity, as of the last business day of the registrant's most recently completely second fiscal quarter: $4,515,764 as of December 31, 2012 based on the closing price of $0.04 per share and 112,894,097 non-affiliate shares outstanding.
The registrant had 158,439,702 shares of common stock outstanding on October 15, 2013.
This Amendment No. 2 to the annual report on Form 10-K of Cavitation Technologies, Inc. ("we", "our", "us") for the year ended June 30, 2013 and filed with the Securities and Exchange Commission (the "SEC") on October 15, 2013 (the "Form 10-K") and the Form 10-K/A filed on December 28, 2013, is being filed for the sole purpose of correcting typograpical errors in the Exhibit Index in Item 15 and Exhibits 31.1, 31.2, 32.1 and 32.2.
No other changes have been made to the Form 10-K. This Amendment No. 2 to the Form 10-K speaks as of the filing date of the Form 10-K does not reflect events that may have occurred subsequent to the original filing date, and does not modify or update any related disclosures made in the Form 10-K.
PART IV
ITEM 15. EXHIBITS, FINANCIAL STATEMENT SCHEDULES
(a) The following documents are filed as part of this annual report on Form 10-K:
- Financial Statements
- Financial Statement Schedules
- Exhibits
The financial statements are filed as part of this report under Item 8 "Financial Statements and Supplementary Data".
All other schedules are omitted because they are not applicable or the required information is presented in the financial statements and notes thereto.
The exhibits required by Item 601 of Regulation S-K are included in Item 15(b) below.
(b) - Exhibits.
| Incorporated by Reference | ||||||
| Exhibit | Filed | |||||
| Number | Exhibit Description | Herewith | Form | Period Ended | Exhibit | Filing Date |
| 3(i)(a) | Articles of Incorporation - original name of Bioenergy, Inc. | SB-2 | N/A | 3.1 | October 19, 2006 | |
| 3(i)(b) | Articles of Incorporation - Amended and Restated | 10-Q | December 31, 2008 | 3-1 | February 17, 2009 | |
| 3(i)( c ) | Articles of Incorporation - Amended and Restated | 10-Q | June 30, 2009 | 3-1 | May 14, 2009 | |
| 3(i)(d) | Articles of Incorporation - Amended; increase in authorized shares | 8-K | N/A | N/A | October 29, 2009 | |
| 3(i)(e) | Articles of Incorporation - Certificate of Amendment; forward split | 10Q | September 30, 2009 | 3-1 | November 16, 2009 | |
| 10.1 | Patent Assignment Agreement between the Company and Roman Gordon dated July 1, 2008. | 8-K | June 30, 2009 | 10.1 | May 18, 2010 | |
| 10.2 | Patent Assignment Agreement between the Company and Igor Gorodnitsky dated July 1, 2008. | 8-K | June 30, 2009 | 10.2 | May 18, 2010 | |
| 10.3 | Assignment of Patent Assignment Agreement between the Company and Roman Gordon | 8-K | June 30, 2009 | 10.3 | May 18, 2010 | |
| 10.4 | Assignment of Patent Assignment Agreement between the Company and Igor Gorodnitsky | 8-K | June 30, 2009 | 10.4 | May 18, 2010 | |
| 10.5 | Employment Agreement between the Company and Roman Gordon date March 17, 2008 | 10K/A | June 30, 2009 | 10.3 | October 20, 2011 | |
| 10.6 | Employment Agreement between the Company and Igor Gorodnitsky dated March 17, 2008 | 10K/A | June 30, 2009 | 10.4 | October 20, 2011 | |
| 10.7 | Employment Agreement with R.L. Hartshorn datedSept. 22, 2009 | 10-Q | December 31, 2011 | 10.70 | February 10, 2012 | |
| 10.8 | Employment and Confidentiality and Invention Assignment Agreement between the Company and Varvara Grichko dated April 30, 2008 | 10-Q | December 31, 2010 | 10.3 | February 11, 2011 | |
| 10.9 | Board of Director Agreement - James Fuller | 10-Q | December 31, 2011 | 10.12 | October 20, 2011 | |
| 10.10 | Technology and License Agreement with Desmet Ballestra dated 14 May 2012 | 10-K | June 30, 2012 | 10.10 | October 12, 2012 | |
| 10.11 | Short Term Loan Agreement - CEO | 10-K | June 30, 2012 | 10.11 | October 12, 2012 | |
| 10.13 | Convertible Note Payable - Prolific Group LLC - $25,000 | 10-Q | December 31, 2011 | 10.40 | February 10, 2012 | |
| 10.14 | Convertible Note Payable - Tripod Group LLC - $30,000 | 10-Q | December 31, 2011 | 10.41 | February 10, 2012 | |
| 14.1 | "Code of Business Conduct and Ethics" | 10-K | June 30, 2011 | 14.1 | September 28, 2011 | |
| 31.1 | Certificate of Principal Executive Officer pursuant to Section 302 of Sarbanes-Oxley Act of 2002 | X | ||||
| 31.2 | Certificate of Principal Financial Officer pursuant to Section 302 of Sarbanes-Oxley Act of 2002 | X | ||||
| 32.1 | Certification of Principal Executive Officer pursuant to 18 U.S.C Section 1350, as adopted | X | ||||
| pursuant to Section 906 of the Sarbanes-Oxley Act of 2002. | ||||||
| 32.2 | Certification of Principal Financial Officer pursuant to 18 U.S.C Section 1350, as adopted | X | ||||
| pursuant to Section 906 of the Sarbanes-Oxley Act of 2002. | ||||||
| 99.1 | Loan Agreement - Desmet Ballestra - Oct. 26, 2010 | 10-Q | September 30, 2010 | 99.1 | November 12, 2010 | |
| 101.INS | XBRL Instance Document | 10-K/A | June 30, 2013 | October 28, 2013 | ||
| 101.SCH | XBRL Taxonomy Extension Schema | 10-K/A | June 30, 2013 | October 28, 2013 | ||
| 101.CAL | XBRL Taxonomy Extension Calculation Linkbase | 10-K/A | June 30, 2013 | October 28, 2013 | ||
| 101.DEF | XBRL Taxonomy Extension Definition Linkbase | 10-K/A | June 30, 2013 | October 28, 2013 | ||
| 101.LAB | XBRL Taxonomy Extension Label Linkbase | 10-K/A | June 30, 2013 | October 28, 2013 | ||
| 101.PRE | XBRL Taxonomy Extension Presentation Linkbase | 10-K/A | June 30, 2013 | October 28, 2013 | ||
| * | In accordance with Regulation S-K 406 of the Securities Act of 1934, we undertake to provide to any person | |||||
| without charge, upon request, a copy of our "Code of Business Conduct and Ethics". A copy may be requested | ||||||
| by sending an email to info@cavitationtechnologies.com. | ||||||
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SIGNATURES
PURSUANT TO THE REQUIREMENTS OF THE SECURITIES EXCHANGE ACT OF 1934, THIS REPORT HAS BEEN SIGNED BELOW BY THE FOLLOWING PERSONS ON BEHALF OF THE REGISTRANT AND IN THE CAPACITIES AND ON THE DATES INDICATED
| SIGNATURE | TITLE | DATE | ||
| /s/ Igor Gorodnitsky | President; Member of Board of Directors | February 26, 2014 | ||
| Igor Gorodnitsky | (Principal Executive Officer) | |||
| /s/ N. Voloshin | Chief Financial Officer | February 26, 2014 | ||
| N. Voloshin | (Principal Financial Officer) | |||
| /s/ James Fuller | Audit Committee Chairman, Independent Financial Expert | February 26, 2014 | ||
| James Fuller |
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