UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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FORM 10-QSB/A
(Amendment No. 1)
Quarterly Report Pursuant to Section 13 or 15(d) of the
Securities Exchange Act of 1934
For the Quarterly Period Ended March 31, 2006
Commission File Number 0-26694
ELECTRIC AQUAGENICS UNLIMITED, INC.
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(Exact name of small business issuer as specified in its charter)
Delaware 87-0654478
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(State or other jurisdiction of (IRS Employer Identification No.)
incorporation or organization)
1464 W. 40 S. Suite #200, Lindon, Utah 84042-1629
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(Address of principal executive offices)
(801) 443-1031
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(Issuer's telephone number)
Check whether the issuer (1) 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 shell company (as
defined in Rule 12b-2 of the Exchange Act). Yes [ ] No [X]
State the number of shares outstanding of each of the issuer's classes
of common equity, as of the latest practicable date.
Class Outstanding as of May 10, 2006
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Common Stock, $.0001 par value 10,922,825 shares
PART I -- FINANCIAL INFORMATION
Item 3. Controls and Procedures
Disclosure Controls and Procedures
The Company has evaluated, with the participation of the Company's
principal executive and principal financial officers, the effectiveness of the
issuer's disclosure controls and procedures as of March
31, 2006, pursuant to Exchange Act Rule 15d-15. Based upon that evaluation, the
principal executive and financial officers concluded that the Company's
disclosure controls and procedures are effective.
Changes in Internal Controls Over Financial Reporting
The Company has evaluated, with the participation of the Company's
principal executive and principal financial officers, the effectiveness of the
issuer's internal control over financial reporting. It was determined that
previous filings failed to follow generally accepted accounting principles and
to employ proper accounting disclosures. These determinations found that the
Company had a material weakness in its internal controls over financial
reporting. These determination also resulted in the Company restating its
consolidated financial statements for the year ended December 31, 2004, which
restatement appeared in the Company's annual report on Form 10-KSB for the
period ended December 31, 2005.
The evaluation also concluded that another inherent internal control
weakness exists due to the size of its accounting staff, comprised of two
accountants, and the Company's general ledger system which allows for entries to
be changed without the ability to track changes to the general ledger. In
addition, some balance sheet accounts were not timely reconciled which could
result in deficiencies in monthly and quarterly internal and external financial
statements.
In order to remediate the aforementioned material weaknesses,
management is taking the following actions:
o Management engaged a new independent public accounting firm on
March 9, 2006;
o Management hired a new Chief Financial Officer, H. Warren
Jaynes, on February 15, 2006;
o Management has implemented a regular routine of reconciling
all balance sheet accounts on a regular timely basis to ensure
the accuracy of our records;
o The Chief Financial Officer conducts a quarterly meeting with
all senior executives to discuss disclosure controls and
procedures and internal controls over financial reporting and
review all pertinent matters with such senior executives; and
o Management intends to purchase and implement a new general
ledger system during the third quarter of 2006 allowing for
better internal accounting controls.
Except as described above, there were no significant changes in
internal controls over financial reporting or other factors that has materially
affected, or are reasonably likely to materially affect, our internal controls
over financial reporting that occurred during the most recently completed fiscal
quarter.
PART II -- OTHER INFORMATION
Item 6. Exhibits
EXHIBIT NO. DESCRIPTION OF EXHIBIT
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3(i).1 Articles of Incorporation (Incorporated by reference from
registration statement on Form SB-2 filed with the SEC on July
29, 2002 (File No. 333-86830)
3(i).2 Certificate of Amendment of Certificate of Incorporation
(Incorporated by reference from registration statement on Form
SB-2 filed with the Securities and Exchange Commission on July
29, 2002 (File No. 333-86830)
3(ii).1 Bylaws (Incorporated by reference from registration statement
on Form SB-2 filed with the Securities and Exchange Commission
on April 24, 2002 (File No. 333-86830)
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EXHIBIT NO. DESCRIPTION OF EXHIBIT
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10.1 Senior Convertible Note by and between the Company and Water
Sciences, LLC, in the principal amount of $3,000,000, dated
September 16 2005 (Incorporated by reference to Exhibit 10.2
of the Company's Form 8-K/A, dated October 12, 2005)
10.2 Stock purchase Agreement between the Company and Tasker
Capital Corp. dated as of April 22, 2005 (Incorporated by
reference to Exhibit 10.1 of the Company's Form 10-KSB, dated
December 31, 2005)
10.3 Limited Liability Corporation Dissolution and Settlement
Agreement between the Company, American Mold Guard, and Zero
Plus, LLC, dated as of December 8, 2005 (Incorporated by
reference to Exhibit 10.2 of the Company's Form 10-KSB, dated
December 31, 2005)
10.4 Employment Agreement with PersonNameGaylord Karren, dated as
of June 11, 2005 (Incorporated by reference to Exhibit 10.3 of
the Company's Form 10-KSB, dated December 31, 2005)
10.5 Employment Agreement with PersonNameJohn Hopkins, dated as of
June 11, 2005 (Incorporated by reference to Exhibit 10.4 of
the Company's Form 10-KSB, dated December 31, 2005)
10.6 Employment Agreement with Warren Jaynes, dated as of February
15, 2006 (Incorporated by reference to Exhibit 10.5 of the
Company's Form 10-KSB, dated December 31, 2005)
10.7 Joint Venture Agreement between the Company and William R.
Jackson, PhD, dated as of October 11, 2005 (Incorporated by
reference to Exhibit 10.6 of the Company's Form 10-KSB, dated
December 31, 2005)
10.8 Subscription Agreement, by and between the Company and Water
Science, LLC, dated May 1, 2006 (Incorporated by reference to
Exhibit 10.1 of the Company's Form 8-K, dated May 4, 2006)
10.9 Warrant Agreement, by and between the Company and Water
Science, LLC, dated May 1, 2006 (Incorporated by reference to
Exhibit 10.2 of the Company's Form 8-K, dated May 4, 2006)
10.11 Amended and Restated Exclusive License and Distribution
Agreement, by and between the Company and Water Science, LLC,
dated May 1, 2006 (Incorporated by reference to Exhibit 10.4
of the Company's Form 8-K, dated May 4, 2006)
10.12 Engagement Letter by and between the Company and SunTrust
Robinson Humphrey Capital Markets Division, dated May 1, 2006
(Incorporated by reference to Exhibit 10.12 of the Company's
Form 10-QSB, dated March 31, 2006)
10.13 Consulting Agreement by and between the Company and JL
Montgomery Consulting, LLC, dated May 1, 2006 (Incorporated by
reference to Exhibit 10.13 of the Company's Form 10-QSB, dated
March 31, 2006)
10.14 Consulting Agreement by and between the Company and Brand
Velocity, Inc, dated March 28, 2006 (Incorporated by reference
to Exhibit 10.14 of the Company's Form 10-QSB, dated March 31,
2006)
10.15 Work Authorization for Brand Velocity, Inc., dated March 28,
2006 (Incorporated by reference to Exhibit 10.15 of the
Company's Form 10-QSB, dated March 31, 2006)
31.1 Certification by Jay S. Potter under Section 302 of the
Sarbanes-Oxley Act of 2002
31.2 Certification by H. Warren Jaynes under Section 302 of the
Sarbanes-Oxley Act of 2002
32.1 Certification of Jay S. Potter pursuant to 18 U.S.C. Section
1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley
Act of 2002
32.2 Certification of H. Warren Jaynes pursuant to 18 U.S.C.
Section 1350, as adopted pursuant to Section 906 of the
Sarbanes-Oxley Act of 2002
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SIGNATURES
In accordance with the requirements of the Exchange Act, the registrant
cause this report to be signed on its behalf by the undersigned, thereunto duly
authorized.
ELECTRIC AQUAGENICS UNLIMITED, INC.
By: /s/ Jay S. Potter
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Jay S. Potter
Interim Chief Executive Officer
(Principal Executive Officer)
By: /s/ H. Warren Jaynes
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H. Warren Jaynes
Chief Financial Officer
(Principal Financial Officer)
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