1 - ----------------------------------------------------------------------------- SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 ----------------------- FORM 10-QSB QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period Commission file number 0-16416 ended JULY 31, 1996 ELECTROPURE, INC. (FORMERLY, HOH WATER TECHNOLOGY CORPORATION) - ------------------------------------------------------------------------------- (Exact name of registrant as specified in its charter) CALIFORNIA 33-0056212 - ---------------------------------- ------------------- (State or Other Jurisdiction (IRS Employer of Incorporation or Organization) Identification No.) 23251 Vista Grande, Suite A, Laguna Hills, California 93653 - ----------------------------------------------------- ------------------ (Address of principal executive offices) (Zip Code) Registrant's telephone number, including area code: (714) 770-9187 Securities registered pursuant to Section 12(b) of the Act: None Securities registered pursuant to Section 12(g) of the Act: Common Stock, par value $0.01 per share - ------------------------------------------------------------------------------- (Title of Class) 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 [ ]. At August 28, 1996, 1,896,070 shares of the Registrant's stock were outstanding. - ---------------------------------------------------------------------------- 1 2 ELECTROPURE, INC. (Formerly, HOH Water Technology Corporation) BALANCE SHEETS October 31, July 31, 1995 1996 ---------- ---------- (Unaudited) Assets - ------ Current assets: Cash $ 3,743 $ 967 Receivables: Trade accounts 7,278 7,278 Due from related parties 81,198 79,098 Allowance for doubtful receivables (84,480) (84,480) -------- --------- 3,996 1,896 Total Current Assets $ 7,739 $ 2,863 -------- -------- Propery and equipment, at cost: Office equipment -- 539 -------- -------- -- 539 Less accumulated depreciation and amortization -- 22 -------- -------- -- 517 Total Assets $ 7,739 $ 3,380 ======== ======== See accompanying notes to financial statements. 2 3 ELECTROPURE, INC. (Formerly, HOH Water Technology Corporation) BALANCE SHEETS October 31, July 31, 1995 1996 ----------- ------------ (Unaudited) Liabilities and Stockholders' Equity (Deficiency) - ------------------------------------------------- Current liabilities: Notes payable to stockholders $ 14,304 $ 15,378 Accounts payable 158,207 158,207 Accrued liabilities 2,828 1,741 Allowance for loss on lawsuit settlements 23,331 23,331 ------------ ------------ Total current liabilities 198,670 198,658 Litigation, claims, commitments and contingencies Redeemable convertible preferred stock, $.01 assigned par value. Authorized 2,600,000 shares; issued and outstanding 2,600,000 shares in 1995 and 1996 26,000 26,000 Stockholders' deficit: Common stock, $.01 assigned par value. Authorized 20,000,000 shares; 1,797,910 shares issued and 1,757,910 shares outstanding in 1995; 1,936,070 shares issued and 1,896,070 shares outstanding in 1996 175,791 18,961 Class B common stock, $.01 assigned par value. Authorized 83,983 shares; issued and outstanding 83,983 shares in 1995 and 1996 8,398 840 Additional paid-in capital 15,485,809 15,812,369 Deficit accumulated in the development stage (15,734,163) (15,900,682) Notes receivable on common stock (152,766) (152,766) ------------ ------------ (216,931) (221,278) ------------ ------------ Total Liabilities and Stockholders' Equity (Deficiency) $ 7,739 $ 3,380 ============ ============ See accompanying notes to financial statements. 3 4 ELECTROPURE, INC. (Formerly, HOH Water Technology Corporation) STATEMENTS OF OPERATIONS (Unaudited) Three months ended Nine months ended July 31, July 31, ------------------------ ------------------------- 1995 1996 1995 1996 ---------- --------- --------- --------- License fees received $ 8,250 $ 5,500 $ 63,550 $ 29,969 --------- --------- --------- --------- Costs and expenses: General and administrative 16,893 71,673 32,481 119,127 --------- --------- --------- --------- 16,893 71,673 32,481 119,127 --------- --------- --------- --------- Loss from operations (8,643) (66,173) 31,069 (89,158) --------- --------- --------- --------- Other income and (expense): Interest expense (325) (358) (975) (1,074) Financing costs -- (76,287) (41,070) (76,287) Patent litigation rights -- -- (74,375) -- Miscellaneous income (expense) -- -- -- -- --------- --------- --------- --------- (325) (76,645) (116,420) (77,361) --------- --------- --------- --------- Net loss $ (8,968) $(142,818) $ (85,351) $(166,519) ========= ========= ========= ========= Net income (loss) per share of common stock $ (0.01) $ (0.09) $ (0.05) $ (0.10) --------- --------- --------- --------- Weighted average common shares outstanding 1,591,803 1,667,110 1,591,803 1,667,110 ========= ========= ========= ========= See accompanying notes to financial statements. 4 5 ELECTROPURE, INC. (Formerly, HOH Water Technology Corporation) STATEMENTS OF STOCKHOLDERS' EQUITY (DEFICIENCY) (Unaudited) Common Stock Class B Common Stock -------------------------------- ----------------------------- Amount Amount Number ------------------ Number ---------------- of Per of Per shares share Total shares share Total ---------- ----- -------- --------- ----- -------- Balance at October 31, 1995 17,579,097 $ -- $175,791 $ 839,825 $ -- $ 8,398 Issuance of common stock on exercise of options 5,000 0.05 50 -- -- -- exercise of options 83,130 0.15 831 -- -- -- exercise of options 45,832 0.20 458 -- -- -- Issuance of common stock for cash 200,000 0.20 2,000 -- -- -- Issuance of common stock for services rendered 200,000 0.12 2,000 -- -- -- Issuance of common stock for conversion of debt 847,636 0.09 8,476 -- -- -- Reverse Stock Split (one-for-ten) (17,064,625) -- (170,646) (755,842) -- (7,558) Net Loss -- -- -- -- -- -- ----------- -------- --------- ------- Balance at July 31, 1996 1,896,070 $ 18,961 $ 83,983 -- $ 840 =========== ======== ========= ======= Deficit Notes accumulated Additional receivable in the paid-in on common development capital stock stage ----------- ---------- ------------ Balance at October 31, 1995 $15,485,809 $(152,766) $(15,734,163) Issuance of common stock on exercise of options 200 -- -- exercise of options 11,638 -- -- exercise of options 8,708 -- -- Issuance of common stock for cash 38,000 -- -- Issuance of common stock for services rendered 22,000 -- -- Issuance of common stock for conversion of debt 67,811 -- -- Reverse Stock Split (one-for-ten) 178,203 -- -- Net Loss -- -- (166,519) ----------- --------- ------------ Balance at July 31, 1996 $15,812,369 $(152,766) $(15,900,682) =========== ========= ============ See accompanying notes to financial statements. 5 6 ELECTROPURE, INC. (Formerly, HOH Water Technology Corporation) STATEMENTS OF CASH FLOWS (Unaudited) Nine months ended July 31, --------------------------- 1995 1996 --------- ---------- Cash flows from operating activities: Net loss $(85,351) $(166,519) -------- --------- Adjustments to reconcile net loss to net cash used in operating activities: Depreciation and amortization 918 22 Financing costs related to issuance of warrants 41,070 -- Financing costs related to issuance of common stock -- 76,287 Change in assets and liabilities, net of noncash transactions: Decrease (increase) in receivables (3,200) 2,100 Decrease (increase) in other assets 4,500 (539) Increase (decrease) in accounts payable and accrued expenses (32,483) (1,087) Increase in interest payable, net -- 1,074 -------- --------- Total adjustments 10,805 77,857 -------- --------- Net cash used in operating activities (74,546) (88,662) Cash flows from investing activities: None Cash flows from financing activities: Proceeds from issuance of common stock 74,375 85,886 -------- --------- Net cash provided by financing activities 74,375 85,886 -------- --------- Net increase (decrease) in cash (171) (2,776) Cash (overdraft) at beginning of period 370 3,743 -------- --------- Cash (overdraft) at end of period $ 199 $ 967 ======== ========= See accompanying notes to financial statements. 6 7 ELECTROPURE, INC. (Formerly, HOH Water Technology Corporation) Notes to Condensed Financial Statements July 31, 1996 (Unaudited) (1) Interim Financial Statements The accompanying unaudited condensed financial statements include all adjustments which management believes are necessary for a fair presentation of the results of operations for the periods presented, except those which may be required to adjust assets and liabilities to the net realizable value should the Company not be able to continue operations. Certain information and footnote disclosures normally included in financial statements prepared in accordance with generally accepted accounting principles have been condensed or omitted. It is suggested that the accompanying condensed financial statements be read in conjunction with the Company's audited financial statements and footnotes as of and for the year ended October 31, 1995. In May, 1996, the Company's shareholders approved amendments to the Articles of Incorporation which provided for a corporate name change to "Electropure, Inc." and a one-for-ten reverse stock split of its Class A and Class B common stock. Such name change and reverse stock split became effective on July 25, 1996 at which time the Company's trading symbol on the over-the-counter market was changed to "ELTP". Liquidity --------- As of July 31, 1996, the Company had current liabilities in excess of current assets of $195,795, a deficit accumulated during the development stage of $15,900,682 and a stockholders' deficit of $221,278. The Company has never generated a positive cash flow from operations and, as a result of a severe lack of working capital, in January, 1992 was forced to suspend operations while it sought additional financing. In May, 1992, HOH entered into a Letter of Intent with Panning Enterprises, Inc. (formerly Electropure, Inc.), a California corporation, to grant an exclusive license to manufacture and market the Company's patented Electropure ("EDI") technology. From May, 1992, since entering into such license relationship, through October 31, 1995, the Company has funded its working capital needs from license fees paid by Panning Enterprises totaling $369,995. During the nine months ended July 31, 1996, the Company received an additional $29,969 in license fees and the Company also received net proceeds of $21,886 from the exercise of 133,962 warrants to purchase common stock at prices ranging from $0.05 to $0.20 per share. During the period, the Company also received $40,000 in net proceeds from the sale of 200,000 shares of common stock at $0.20 per share. The one-for-ten reverse stock split effected by the Company on July 25, 1996, resulted in a reduction in capital stock as of such date in the amount of $170,646 for Class A common shares and $7,558 for Class B common shares and an increase of $178,203 in additional paid-in capital. 7 8 ELECTROPURE, INC. (Formerly, HOH Water Technology Corporation) Notes to Condensed Financial Statements July 31, 1996 (Unaudited) (2) Due from Related Parties The Company has balances remaining due, including interest, on notes receivable from related parties. The balance includes net amounts remaining on a $30,000 loan made to a former shareholder and an $80,000 loan made to a corporation whose significant stockholder was James E. Cruver, a former officer and director of HOH. The Company received partial payments representing principal and/or interest on these loans, however, due to the fact that they are significantly past due and the uncertainty of when or if they will be collected, interest income was not being recognized until received and the balances at July 31, 1996 are offset by an allowance for doubtful accounts. A total of $23,763 remains due as of July 31, 1996 from former officers and directors, Harry M. O'Hare, Sr. and David C. Kravitz. Such amount is secured by 37,565 shares of the Company's common stock resulting in an unsecured receivable in the amount of $17,978, which has been offset by an allowance for doubtful accounts. As of July 31, 1996, there remained $200 principal due and owing from the current officer of the Company on a $5,000 loan made during fiscal 1995 at 6% simple interest. (3) Inventory Inventory, stated at the lower of cost (determined using the first in, first out method) or replacement market, consists of components for water purification systems. As of October 31, 1994, the Company had sold all of its inventory. (4) Commitments and Contingencies The original cost and accumulated depreciation of assets at July 31, 1996 is as follows. Furniture and fixtures $539 Less accumulated depreciation and amortization 22 ---- $517 ==== Commitments ----------- In June, 1992, the Company entered into a sub-lease with Panning Enterprises for the rental of space at its current location in Laguna Hills, California. The Company paid $500 per month through July, 1995 pursuant to such sub-lease agreement, which includes the use of all utilities, equipment and facilities on the premises. Since August 1, 1995, the Company has occupied the premises on a rent-free basis pursuant to an amendment to the license agreements with Panning 8 9 ELECTROPURE, INC. (Formerly, HOH Water Technology Corporation) Notes to Condensed Financial Statements July 31, 1996 (Unaudited) Enterprises. Consequently, the Company had no sub-lease expense for the fiscal period ended July 31, 1996. (5) Stockholders' Deficit Common Stock Activity --------------------- Between November 1, 1995 and July 31, 1996, the Company received $21,886 in net proceeds from the exercise of 113,962 warrants to purchase common stock at prices ranging from $0.05 to $0.20 per share. In February, 1996, the Company sold 200,000 shares of common stock to two individuals in a private placement offering at $0.20 per share, resulting in net proceeds to the Company in the sum of $40,000. Pursuant to provisions of the July, 1992 agreements with Panning Enterprises, the Company issued 847,636 shares of common stock at $0.09 per share to four individuals to convert a total of $76,287 in loans and interest accrued thereon, resulting in a $76,287 finance expense for the period. The Company has also agreed to issue additional common shares at prices ranging from $0.06 to $0.09 per share to two individuals in exchange for the cancellation of $100,000 and $107,000 in notes payable. Such issuances will be made in the fourth quarter of 1996 and the resulting expense to the Company will be reflected in its financial statements for the year ended October 31, 1996. Also in February, 1996, the Company issued 200,000 shares of common stock for services rendered by a company for a business plan. The transaction resulted in an increase in common stock and additional paid in capital and a $24,000 general and administrative expense. Option and Warrant Activity --------------------------- Between December, 1995 and January, 1996, the Company issued 25,000 one-year warrants to purchase common stock at $0.05 per share. Such warrants were issued pursuant to the agreements with Panning Enterprises as partial consideration for $50,000 in loans made to that company. On February 23, 1996, the Company and its licensee, Panning Enterprises, entered into a Convertible Loan agreement with a shareholder in both entities, whereby Panning Enterprises was loaned the sum of $500,000 for a period of two years at 10% interest. As additional consideration for the loan, the Company has granted the lender a first security interest in all of the Company's patents and future patents during the term that the loan remains outstanding. As further consideration for the loan, the Company granted the lender 300,000 five-year warrants to purchase 9 10 ELECTROPURE, INC. (Formerly, HOH Water Technology Corporation) Notes to Condensed Financial Statements July 31, 1996 (Unaudited) Common Stock at $2.25 per share. No adjustment in the number or exercise price of such warrants will be made pursuant to the one-for- ten reverse stock split which the Company's shareholders effected in July, 1996. See Part I - "Plan of Operation." (6) Net Loss per Share of Common Stock Net loss per share of common stock is based on the weighted average number of shares outstanding during each of the respective periods. No effect has been given to common stock equivalents as the effect to loss per share would be anti-dilutive. (7) Subsequent Events In August, 1996, the Company initiated a private placement offering (the "Offering") of up to 40 Units for $25,000 per Unit, each unit consisting of 10,000 shares of common stock and 10,000 redeemable Class A Warrants to purchase common stock at $3.50 per share until August 1, 1998. Such Warrants are redeemable by the Company at $0.05 per Warrant at any time after August 1, 1997 if the bid price of the Company's common stock exceeds $4.00 per share for any thirty consecutive business days. The Offering is scheduled to expire on September 30, 1996 and may be extended at the option of the Company's Board of Directors. The Company has received verbal commitments to purchase Units under the Offering and expects to receive subscriptions for same within the next several weeks. PART I Item 2. Management's Discussion and Analysis of Financial Condition and Results of Operations. Results of Operations --------------------- References to 1995 and 1996 are for the nine months ended July 31, 1995 and 1996, respectively. License fees received for fiscal 1996 decreased by $33,581 compared to 1995. However, the Company received $40,000 and $21,886 in proceeds from the sale of common stock and upon the exercise of warrants, respectively. Consequently, the obligation of Panning Enterprises to pay all necessary expenses was decreased significantly for the period. General and administrative expenses for fiscal 1996 increased by $86,646 as compared to fiscal 1995. The increase is due to an increase in legal and accounting expenses and for outside services for the 1996 period combined with the fact that Company wrote off $33,815 in accrued payable during the 1995 fiscal period. 10 11 ELECTROPURE, INC. (Formerly, HOH Water Technology Corporation) Notes to Condensed Financial Statements July 31, 1996 (Unaudited) Financing costs for fiscal 1996 increased by $35,217 as compared to fiscal 1995, due to the expense of issuing 847,636 common shares in exchange for loans made by investors in the Company's licensee, Panning Enterprises. Patent litigation rights for 1995 was $74,375 as compared to no activity for 1996. This expense resulted from an agreement to pay the Company's licensee the proceeds from certain warrant exercises and stock purchases during 1995 in exchange for a portion of such licensee's rights to any recovery in the patent infringement action being litigated by the parties. No additional provision for loss on lawsuit settlement has been made in fiscal 1996 as the Company believes that adequate provision has been made to settle pending lawsuits. Loss before extraordinary item of $166,519 for fiscal 1996 represents an increase of $81,168 from the prior year level. This is primarily due to increases in general administrative expense and financing costs related to the issuance of common stock. Liquidity and Capital Resources ------------------------------- At July 31, 1996, the Company had a working capital deficit (total current assets less total current liabilities) of $195,795, representing a decrease of $209,621 from the prior year period, primarily as a result of writing off over $244,000 in accrued liabilities in the fourth quarter of fiscal 1995. All funds have been exhausted and the Company is currently reliant upon license fees from Panning Enterprises for its working capital requirements. The Company believes, however, that sufficient working capital is readily available from its licensee to cover the Company's current administrative-only operations for the next several months. See Part I - "Plan of Operation". During fiscal 1995, the Company received $72,550 in license fees and realized net proceeds of $68,125 on the exercise of 1,362,500 warrants at $0.05 per share. During the nine months ended July 31, 1996, the Company received an additional $29,969 in license fees from Panning Enterprises and had received net proceeds of $40,000 and $21,886 from the sale of common stock and from the exercise of warrants to purchase common stock, respectively. No assurances can be given that the Company will obtain any significant revenues from sales or that the Company can obtain additional working capital through the sale of Common Stock, the sale of other securities, the issuance of indebtedness or otherwise or on terms acceptable to the Company. Further, no assurances can be given that any such equity financing will not result in a further dilution to the existing shareholders. 11 12 ELECTROPURE, INC. (Formerly, HOH Water Technology Corporation) Notes to Condensed Financial Statements July 31, 1996 (Unaudited) Plan of Operation ----------------- In May, 1995, the Company and its licensee, Panning Enterprises (formerly, Electropure, Inc.), entered into a Technology License Agreement with Polymetrics, Inc. Such agreement is similar to the license agreement entered into with Glegg Water Conditioning in fiscal 1994, wherein Polymetrics was granted a non-exclusive worldwide license to use and commercially exploit the Electropure ("EDI") electrodeionization technology owned by the Company. The Company is currently negotiating with its licensee, Panning Enterprises, Inc. (formerly, Electropure, Inc.) to reacquire the rights licensed to it in May, 1992 in exchange for the issuance of certain common stock in an amount equal to the original purchase price of $2,750,000 and up to $35,000 (plus accrued interest) in loans made to the licensee by various individuals. Such common stock is planned to be issued in four increments as follows: 1. Shares with an aggregate value of $725,000 to be issued at $2.30 per share (Market Value on the date upon which the Company's shareholders approved the one-for-ten reverse stock split of its outstanding classes of Common Stock); 2. Shares with an aggregate value of up to $725,000, $700,000 and $600,000 to be issued at Market Value upon the Common Stock of the Company first having a per share Market Value for thirty consecutive trading days equal to or in excess each of $3.75, $5.00 and $7.00 per share, respectively. Generally, Market Value per share of Common Stock of the Company shall be the mean of the last reported bid and asked prices reported by the Electronic Bulletin Board or National Quotation Bureau, Inc. on each trading day. The Company will grant a security interest in all of its patents, current and future, until all of the above shares have been issued. Such security interest will be subordinate to a security interest granted to the individual who loaned Electropure $500,000 in February, 1996. See Note (5) - "Stockholders' Deficit - Option and Warrant Activity". Once the licensed rights are reacquired, Electropure will return all assets leased to it by the Company, including all cash reserves and will dissolve its operations. The Company intends to hire Electropure's current management as well as its technical and clerical staff. The Company believes that, during the period that Electropure has been in existence, it has established a good reputation in the business community and its name has become associated with the Company's EDI product. For this reason, the Company has received approval from shareholders and, effective July 25, 1996, 12 13 ELECTROPURE, INC. (Formerly, HOH Water Technology Corporation) Notes to Condensed Financial Statements July 31, 1996 (Unaudited) has changed its corporate name to Electropure, Inc. in order to capitalize on the good will which Electropure has established in the business community. During the license relationship with Electropure, Inc. and until the licensed rights are reacquired, the Company's primary operations have been and will continue to be solely administrative. Once the Company has reacquired the licensed rights, it intends to initiate operations with a view toward implementing a production and marketing program. However, no assurances can be given that production and sales will begin in significant quantities since such sales may be dependent on obtaining additional working capital through the sale of common stock or other securities. The Financial Accounting Standards Board issued Statement of Financial Accounting Standards No. 109, "Accounting for Income Taxes," which adopts significant changes that apply to all taxable companies. Although the ultimate impact is unknown, it is the opinion of the Company's management that adoption of this Statement will not have a material effect on financial results in the year of adoption. The Company adopted the new Standard for the fiscal year beginning November 1, 1993. PART II - OTHER INFORMATION Item 1. In April, 1996, the Company and its licensee settled the 1993 lawsuit brought against Millipore and its licensee, Ionpure Technologies, for infringement of HOH's EDI patent. While, the terms of the license (issued to Millipore) and settlement are confidential, Millipore and US Filter/Ionpure agreed to the entry of a consent judgment of patent validity which has been entered by the U.S. District Court for the Central District (Los Angeles) of California. In March, 1996, the Company and its licensee, Electropure, Inc., filed a lawsuit for declaratory judgment to invalidate and hold unenforceable two patents held by Massachusetts-based Millipore Corporation relating to electrodeionization technology. The lawsuit was filed in the United States Central District Court in Los Angeles and alleged that the two patents covering Millipore's CDI products were each obtained by fraud on the U.S. Patent Office in that Millipore "misrepresented material facts to the U.S. Patent and Trademark Office which, if known, would not have resulted in their issuance [U.S. Patent No. 4,632,745, issued on December 30, 1986, and U.S. Patent No. 4,925,541, issued on May 15, 1990. The Court had been requested to determine whether Millipore's conduct posed a reasonable apprehension on the part of the Company and its customers of threatened patent infringement. In July, 1996, Judge John Davis rules that there is no threat of patent infringement and, accordingly, dismissed the lawsuit between the parties. 13 14 ELECTROPURE, INC. (Formerly, HOH Water Technology Corporation) Notes to Condensed Financial Statements July 31, 1996 (Unaudited) In December, 1993, a default judgment was rendered against the Company in the sum of $20,270 for unpaid corporate credit card charges the majority of which accrued from 1989. The lawsuit was brought in the Los Angeles County Municipal Court. During the fiscal year ended October 31, 1994, the Company paid $250 on this judgment, however, the Company has made no arrangements to satisfy this obligation as of this writing. In June, 1996, the Company negotiated an arrangement with its former lawfirm to pay $25,000 over a four month period, beginning July 1, 1996, to settle over $125,000 in accounts payable for past services rendered. The Company's licensee has agreed to make the payments required by this agreement. As disclosed in the Company's Form 10-KSB for the fiscal year ended October 31, 1995, the Company is party to three other lawsuits claiming a total of $38,889 of past due payments. The status of these matters has not materially changed from that which was previously reported and the Company and its counsel expect the Company to prevail in these lawsuits. No assurances can be given as to the ultimate outcome of any such litigation or legal proceeding. Item 4. Submission of Matters to a Vote of Security Holders. The shareholders, by written consent, have approved a name change to "Electropure, Inc." by a vote of 9,982,310 for and 283,707 against, and a one-for-ten reverse stock split by a vote of 9,983,080 for and 283,707 against. Items 2, 3, 5 and 6 omitted as not applicable. SIGNATURES Pursuant to the requirements of the Securities Act of 1934, as amended, the Registrant has duly caused this Report to be signed on its behalf by the undersigned thereunto duly authorized. Dated: August 28, 1996 HOH WATER TECHNOLOGY CORPORATION By /s/ CATHERINE PATTERSON ---------------------------------------- (Secretary and Chief Financial Officer with responsibility to sign on behalf of Registrant as a duly authorized officer and principal financial officer) 14 15 ELECTROPURE, INC. (Formerly, HOH Water Technology Corporation) INDEX TO EXHIBITS PAGE SEQUENTIALLY NUMBERED ------------ 3.1 Articles of Incorporation of the Registrant, as amended 27 Financial Data Schedule