SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Form 10-QSB [X]QUARTERLY REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended: November 30, 1999 [ ]TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from__________to__________ Commission File Number: 0-9015 INTERNATIONAL CAVITATION TECHNOLOGIES, INC. (Exact name of Small Business Issuer as specified in charter) ___COLORADO 84-0768695____________________ (State or other jurisdiction of (IRS Employer Identification Number) incorporation) 12407 South Memorial Drive Bixby, OK 74008 --------------- (Address of principal executive offices) (918) 369-5950 -------------- (Issuer's telephone number, including area code) Former Address: 57 West 200 South, Suite 310, Salt Lake City, Utah 84101 Indicate by check whether the Issuer (1) has filed all reports required to be filed by section 13 or 15(d) of the Exchange Act during the past 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. (1) Yes [X] No [ ] (2) Yes [X] No [ ] At November 30, 1999, there were 9,588,237 shares of the Registrant's Common Stock outstanding. INDEX Part I. Financial Information Item 1. Financial Statements Consolidated Condensed Balance Sheets (November 30, 1999 and May 31, 1999) Consolidated Condensed Unaudited Statements of Operations (Three months ended November 30, 1999 and 1998) (Six months ended November 30, 1999 and 1998) Consolidated Condensed Unaudited Statements of Stockholders' Equity (November 30, 1999 and May 31, 1999) Consolidated Condensed Unaudited Statements of Cash Flows (Six months ended November 30, 1999 and 1998) Notes to Unaudited Condensed Financial Statements Item 2. Management's Discussion and Analysis of Financial Conditions and Results of Operations Part II. Other Information Item 2. Changes in Securities and Use of Proceeds PART I FINANCIAL INFORMATION ITEM 1. FINANCIAL STATEMENTS These financial statements should be read in conjunction with the accompanying notes, and with the historical financial information of the Company. INTERNATIONAL CAVITATION TECHNOLOGIES, INC. CONSOLIDATED CONDENSED BALANCE SHEETS NOVEMBER 30, 1999 AND MAY 31, 1999 November 30, 1999 May 31, 1999 (Unaudited) ----------------- ------------ ASSETS Current assets: Cash $ 74,714 $ 6,942 Accounts receivable 533,316 153,069 Advances to affiliates - 3,521 Prepaid expenses 81,695 - Employee advances 856 - --------- -------- Total current assets 690,580 163,532 --------- -------- Equipment and patents at cost Equipment, net of accumulated depreciation 68,000 70,889 Patents, net of accumulated amortization 249,129 255,351 ---------- -------- 317,129 326,240 ---------- -------- $1,007,709 $489,772 ========== ======== LIABILITIES AND STOCKHOLDERS' EQUITY CURRENT LIABILITIES: Accounts payable - trade $ 96,160 $ 31,890 Accounts payable - affiliate 90 - Accumulated interest payable 15,511 - Notes payable - related party 87,500 92,764 ---------- -------- Total current liabilities 199,261 124,654 ---------- -------- STOCKHOLDERS' EQUITY: Common stock, $.001 par value, 50,000,000 shares authorized, 9,588,237 and 9,520,138 shares issued and outstanding at November 30, 1999 and May 31, 1999, respectively 9,588 9,520 Additional paid-in capital 1,414,346 1,137,019 Retained earnings (deficit) (615,486) (781,421) ---------- ---------- 808,448 365,118 ---------- ---------- $1,007,709 $489,772 ========== ========== - See accompanying notes to consolidated condensed financial statements - INTERNATIONAL CAVITATION TECHNOLOGIES, INC. CONSOLIDATED CONDENSED UNAUDITED STATEMENTS OF OPERATIONS FOR THE PERIODS ENDED NOVEMBER 30, 1999 AND 1998 For the Three Months For the Six Months Ended November 30, Ended November 30, -------------------- -------------------- 1999 1998 1999 1998 ----------- --------- --------- --------- REVENUES $ 564,939 $ - $ 955,593 $ - COSTS ASSOCIATED WITH REVENUES 56,107 - 86,819 - ----------- --------- ---------- --------- GROSS PROFIT (LOSS) 508,832 - 868,774 - --------- -------- --------- -------- EXPENSES: General & administrative 437,293 51,563 678,307 57,801 Depreciation and amortization 10,010 507 19,998 1,014 --------- -------- --------- -------- 447,303 52,070 698,305 58,815 --------- -------- --------- -------- INCOME (LOSS) FROM OPERATIONS 61,529 (52,070) 170,469 (58,815) --------- -------- --------- -------- OTHER INCOME (EXPENSE): Interest expense (2,275) 200 (4,534) 516 --------- -------- --------- -------- (2,275) 200 (4,534) 516 --------- -------- --------- -------- INCOME (LOSS) BEFORE INCOME TAXES 59,254 (51,870) 165,935 (58,299) INCOME TAX EXPENSE - - - - --------- -------- --------- -------- NET INCOME (LOSS) $ 59,254 $(51,870) $ 165,935 $(58,299) ========= ======== ========= ======== BASIC EARNINGS(LOSS) PER SHARE $ .01 $ (.01) $ .02 $ (.02) ========= ======== ========= ======== DILUTED EARNINGS (LOSS) PER SHARE $ .01 $ (.01) $ .02 $ (.02) ========= ======== ========= ======== AVERAGE WEIGHTED SHARES OUTSTANDING 9,584,381 6,426,375 9,560,779 3,551,375 ========= ========= ========= ========= - See accompanying notes to consolidated condensed financial statements - INTERNATIONAL CAVITATION TECHNOLOGIES, INC. CONSOLIDATED CONDENSED UNAUDITED STATEMENT OF STOCKHOLDERS' EQUITY FOR THE PERIOD ENDED NOVEMBER 30, 1999 AND THE YEAR ENDED MAY 31, 1999 Common Stock Additional --------------- Paid-In Accumulated Shares Amount Capital (Deficit) ------- ------ ---------- ----------- Balance, May 31, 1998 676,375 $ 676 $ 524,550 $(543,917) Issuance of stock for 5,750,000 shares of Ion Collider Technologies, Inc. on September 30, 1998 8,625,000 8,625 275,499 - Issuance of stock for payable 43,038 43 18,647 - Issuance of stock for cash 125,725 126 470,866 - Issuance in connection with acquisition of Big Blue, Inc. 50,000 50 (152,543) - Net loss - - - (237,504) --------- ------ ---------- ---------- Balance, May 31, 1999 9,520,138 $9,520 $1,137,019 $(781,421) Issuance of stock for cash 30,000 30 124,970 - Issuance of stock due to exercise of stock option plan 27,000 27 107,973 - Issuance of stock for payable 11,099 11 44,384 - Net loss 165,935 --------- ------ ---------- ----------- Balance, November 30, 1999 9,588,237 $9,588 $1,414,346 $ (615,486) ========= ====== ========== ========== - See accompanying notes to consolidated condensed financial statements - INTERNATIONAL CAVITATION TECHNOLOGIES, INC. CONSOLIDATED CONDENSED UNAUDITED STATEMENTS OF CASH FLOWS FOR THE SIX MONTHS ENDED NOVEMBER 30, 1999 AND 1998 For the Six Months Ended November 30, 1999 1998 ------------------ ------------------ CASH FLOWS FROM OPERATING ACTIVITIES: Net income (loss) $ 165,935 $ (58,298) Adjustments to reconcile net loss to net cash provided by (used in) operating activities - Depreciation and amortization 19,998 1,014 Changes in operating assets - Decrease in accounts receivable (380,247) - Decrease in advances to subsidiaries (78,174) - Increase in employee advances (856) - Changes in operating liabilities - Increase (decrease) in accounts payable and accrued expenses 64,360 (18,691) Increase in accrued interest payable 15,511 - ---------------- ---------------- Net cash provided by (used in) operating activities (193,473) (75,975) ---------------- ---------------- CASH FLOWS FROM INVESTING ACTIVITIES: Purchase option deposit - (327,970) Purchase of equipment (9,147) (34,124) Patent costs (1,739) - ---------------- ---------------- Net cash used in investing activities (10,886) (362,094) ---------------- ---------------- CASH FLOWS FROM FINANCING ACTIVITIES Proceeds from (repayment of) borrowing from related parties (5,264) 173,500 Proceeds from sale of common stock 277,395 302,816 Loan principal payments - - ---------------- ---------------- Net cash provided by financing activities 272,131 476,316 ---------------- ---------------- NET INCREASE IN CASH 67,772 38,247 CASH, BEGINNING OF THE YEAR 6,942 - ---------------- ---------------- CASH, END OF THE PERIOD $ 74,714 $ 38,247 ================ ================ - See accompanying notes to consolidated condensed financial statements - INTERNATIONAL CAVITATION TECHNOLOGIES, INC. NOTES TO CONSOLIDATED CONDENSED FINANCIAL STATEMENTS NOVEMBER 30, 1999 and 1998 (Unaudited) NOTE 1 - BASIS OF PRESENTATION The accompanying unaudited consolidated condensed financial statements should be read in conjunction with the Company's financial statements for the twelve months ended May 31, 1999 contained in the Company's Annual Report on Form 10-KSB. The financial statements included herein as of November 30, 1999 and 1998 and for the six months then ended have been prepared by the Company, without an audit, pursuant to generally accepted accounting principles and the rules and regulations of the Securities and Exchange Commission. In the opinion of management, all adjustments considered necessary for fair presentation have been included. The results for the six month period are not necessarily indicative of results for the full year. The May 31, 1998 condensed balance sheet data was derived from audited financial statements, but does not include all disclosures required by generally accepted accounting principles. For further information see Management's Discussion and Analysis of Financial Condition and Operating Results. NOTE 2 - SIGNIFICANT EVENTS Organization - ------------ International Cavitation Technologies, Inc. (the "Company") was incorporated as Yellow Gold Of Cripple Creek, Inc. (Yellow Gold) under the laws of the State of Colorado on August 24, 1936. The Company was involved in various mining activities over the years, none of which proved successful. During the year 1953, the Company discontinued all operations and had no significant revenues from any activity prior to September 1998 and was classified as a development stage company. For the period during the development stage of the Company from August 1953 through August 31, 1998, the Company had accumulated losses of $543,917. On December 2, 1998, the shareholders voted to change the Company's name to International Cavitation Technologies, Inc. from Yellow Gold Of Cripple Creek, Inc. Acquisition of Ion Collider Technologies, Ltd. - ---------------------------------------------- On September 30, 1998, the Company acquired all of the outstanding common stock and common stock purchase warrants of Ion Collider Technologies, Ltd. ("ICT"), a Colorado corporation, in a business combination accounted for as a pooling of interests. ICT became a wholly owned subsidiary of the Company through the exchange for 8,625,000 shares of its common stock and 3,000,000 common stock purchase warrants, after taking into account the one-for-four reverse stock split described in Note 5 below. Each warrant is exercisable to purchase one share of the Company's common stock for $1.17 per share anytime until June 1, 2008. The accompanying financial statements for fiscal year ending May 31, 1999 are based on the assumption that the companies were combined for the full year, and financial statements of prior years have been restated to give effect to the combination. ICT owns four patents and one pending patent related to the use of ion collider technology to separate particles from liquid, enhance the recovery of crude oil, increase the amount of hydrocarbons recoverable from underground reservoirs, clarify water, and other applications to be developed. The Company's goal is to oversee the commercial implementation of its various patented processes. It anticipates that revenues will be generated from licensing fees, royalties from the use of this technology by third parties, and for services rendered in the commercial application of these patented technologies. Subsequent to the merger mentioned above, the Company acquired Big Blue, Inc. which was a party to an Asset Purchase Agreement entered into on September 21, 1998 between ICT and various companies and individuals which were shareholders in the Company on the acquisition date. This agreement called for ICT to acquire for common stock the patents mentioned above, which had certain license and other conditions previously agreed to by the former owners of the patents, and in the future assets of companies participating in the sale of the patents to ICT for $220,000. Effective May 31, 1999 the Company exercised its option and purchased Big Blue, Inc. and certain licensing agreements related to the patents. Joint Venture and Sub-License Agreements - ---------------------------------------- During August of 1999, Big Blue, Inc. ("BBI") entered into a five year Joint Venture Agreement ("Agreement") with Aqua Terra, L.L.C. ("AT"), a California limited liability company, forming a California Joint Venture known as Aqua Terra Technologies ("ATT"). Pursuant to the Agreement, BBI granted the joint venture a non-exclusive sub-license agreement in the State of California to use the Company's patent rights and technology for environmental remediation and hydrocarbon enhancement purposes. Upon execution of the Agreement, AT contributed $300,000 in cash to the joint venture, and the joint venture paid BBI a one-time Sub-licensing fee of $200,000. As further consideration for the Sub-license, ATT will pay BBI a royalty equal to 12% of net job revenues, but in no event will the royalty be less than $3.50 per ton of soils treated, $5.00 per ton of sludges treated and $0.005 per gallon of liquids treated, unless otherwise agreed to in writing. BBI will be allocated 20% of the joint venture profit or loss. On November 29, 1999, Big Blue, the Company's wholly owned subsidiary entered into two non exclusive licensing agreements with Hot Spot Techonologies, Inc. ("Hot Spot"). Each agreement is for a period of five years and calls for up front licensing fees totaling $500,000 and royalty payments as detailed below: Soil remediation - The greater of 12% of gross revenues derived from the use of the licensed technology less direct labor, equipment rentals, and chemicals associated with the job, or $3.50 per ton. Water remediation - The greater of 12% of gross revenues derived from the use of the licensed technology less direct labor, equipment rentals, and chemicals associated with the job, or $.005 per gallon. As additional royalty consideration, Big Blue is entitled to a fee equal to 20% of Hot Spot's annual net revenues. The $500,000 initial licensing fee is to be paid $20,000 at closing, which monies have been collected and are included in cash at November 30, 1999, with the balance to be paid on a monthly basis in an amount equal to 10% of gross revenues less direct labor, equipment rentals, and chemicals associated with the revenues. Any unpaid balance would be due on November 29, 2000. The unpaid portion of this licensing fee would bear interest at the rate of 6% per annum. Big Blue has the right to approve each project in advance. This agreement restricts Hot Spot from performing services in any area covered by an exclusive licensing agreement. NOTE 3. ACCOUNTING POLICIES Consolidation Policies - ---------------------- The accompanying consolidated financial statements include the accounts of the Company and all of its wholly owned subsidiaries, ICT and Big Blue, Inc. Intercompany transactions and balances have been eliminated in consolidation. Equipment and Patents - --------------------- The cost of the patents acquired is recorded at predecessor cost for common shares issued in the acquisition, and the additional cash cost to purchase certain licensing agreements related to the patents for $220,000. Amortization is recorded over the remaining patent life of approximately sixteen years. Equipment is depreciated over seven years. Earnings (Loss) per Share - ------------------------- Earnings (loss) per share computations are calculated on the weighted-average of common shares and common share equivalents outstanding during the year. Common stock warrants and options are considered to be common stock equivalents and are used to calculate earnings per common and common equivalent except when they are anti-dilutive. Use of Estimates in Financial Statements - ---------------------------------------- The preparation of financial statements in conformity with generally accepted accounting principles requires management to make estimates and assumptions that affect reported amounts of assets and liabilities, disclosure of contingent assets and liabilities at the date of the financial statements, and revenues and expenses during the reporting period. In these financial statements, assets, liabilities and earnings involve extensive reliance on management's estimates. Actual results could differ from those estimates. NOTE 4 - REVERSE STOCK SPLIT On October 6, 1997, the shareholders of the Company approved a reverse stock split of one-for-forty shares. On December 2, 1998, the shareholders of the Company approved a reverse stock split of one-for-four shares. The financial statements have been adjusted to reflect these reverse stock splits. NOTE 5 - NON-QUALIFIED STOCK OPTION PLAN During the fiscal year ended May 31, 1998, the Company adopted a Non-Qualified Stock Option Plan to provide the Company with ongoing legal and professional expertise in its regulatory filing requirements and ongoing negotiations for viable business and merger opportunities. The Company set aside 125,000 shares (after taking into consideration the reverse stock split taken on December 2, 1998) for such a plan. The price of the options are to be determined by the Board of Directors and are set to expire in five years. During the fiscal year ended May 31, 1998, 50,000 shares were optioned and exercised at $.05 per share for services rendered. During the quarter ending February 28, 1999, 8,000 shares were optioned and exercised at $.01 per share for cash. During the quarter ending November 30, 1999, 27,000 shares were optioned and exercised at $0.01 per share for cash. This stock was recorded on the books at its estimated fair value of $108,000. This stock was issued for professional services to be rendered over the twelve months ended September 7, 2001. As of November 30, 1999, $81,695 of the excess of fair value over the issue price was treated as a prepaid expense. NOTE 6 - LEASE COMMITMENTS Big Blue is leasing three automobiles and these vehicles are under non-cancelable operating leases having remaining terms in excess of one year as of August 31, 1999. Rentals for each of the next five years and in the aggregate are: Fiscal year ended May 31, 2000 8,615 2001 13,848 2002 7,529 2003 7,530 2004 - -------- Total future minimum rental payments $ 37,522 ======== NOTE 7 - NOTES PAYABLE The following notes are all due prior to May 31, 2000: November 30, May 31, 1999 1999 ------------ -------- 6% Note payable to G.C. Broach payable by Big Blue and secured by equipment due September 10, 1999 $ - $ 5,264 10% Note due by Company to Market Media 50,000 50,000 This note has a call to be paid should the Company obtain financing of $250,000. 10% Note payable to McKinley Capital originally due 60 days from September 1, 1998 but extended for another ten months. This note has a call to be paid should ICT obtain financing of $250,000 37,500 37,500 -------- -------- $ 87,500 $ 92,764 ======== ======== NOTE 8 - INDEPENDENT APPRAISAL On October 13, 1999, the Company obtained an appraisal from an independent certified public accounting firm accredited in business valuations by the American Institute of Certified Public Accountants on the estimated fair value of the Company. In their opinion, the Company, through the use of its patented technologies, had a fair market value in excess of $10,000,000 as of October 13, 1999. ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS RESULTS OF OPERATIONS Prior to September of 1998, the Company was in the development stage. The following discussion is intended to assist in an understanding of the Company's financial position as of November 30, 1999 and its results of operations for the six months ended November 30, 1999 and 1998. The Consolidated Condensed Financial Statements and Notes included in this report contain additional information and should be referred to in conjunction with this discussion. It is presumed that the readers have read or have access to the Company's annual report on Form 10-KSB for the fiscal year ended May 31, 1999. COMPARISON OF THE THREE MONTHS ENDED NOVEMBER 30, 1999 AND 1998 During the three months ended November 30, 1999, the Company reported net income of $59,254. The Company had reported net loss of $51,870 during the comparable period in 1998. This increase is due primarily to the following factors: Revenues. During the three months ended November 30, 1999, the Company generated $564,939 in revenues, $500,000 of which was licensing fee income, $2,352 of which was land remediation fee income, $26,572 of which was consulting fee income, and $36,015 of which was chemical sales in the Aqua Terra joint venture. The licensing fee was earned in conjunction with its joint venture agreement with Hot Spot Technologies, Inc.. No revenues were earned during the corresponding period in 1998. Cost Associated with Revenues. During the three months ended November 30, 1999, the Company incurred $56,106 in costs associated with its land remediation revenues. No costs associated with revenues were incurred during the comparable period in 1998. General and Administrative Expenses. The Company incurred general and administrative expenses totaling $437,293 during the three months ended November 30, 1999. The Company incurred general and administrative expenses totaling $51,563 during the comparable period in 1998. This increase is a result of expanded operating activities during 1999. Depreciation and Amortization. Depreciation and amortization totaled $10,010 for the three months period ended November 30, 1999. Depreciation and amortization expense totaled $507 during the comparable period of 1998. The increase in depreciation is primarily due to the amortization of patent costs in 1999. Interest Expense. The Company incurred $2,275 in interest expense during the three-month period ended November 30, 1999. The Company incurred no interest expense and earned $200 in interest income during the comparable period in 1998. This increase in interest expense is a result of borrowing incurred subsequent to August 31, 1998. COMPARISON OF THE SIX MONTHS ENDED NOVEMBER 30, 1999 AND 1998 During the six months ended November 30, 1999, the Company reported net income of $165,935. The Company had reported net loss of $58,299 during the comparable period in 1998. This increase is due primarily to the following factors: Revenues. During the six months ended November 30, 1999, the Company generated $955,593 in revenues, $700,000 of which was licensing fee income, $157,272 of which was land remediation fee income, $62,306 of which was consulting fee income, and $36,015 of which was chemical sales in the Aqua Terra joint venture. The licensing fee was earned in conjunction with its joint venture agreements with Aqua Terra, L.L.C. and Hot Spot Technologies, Inc.. No revenues were earned during the corresponding period in 1998. Cost Associated with Revenues. During the six months ended November 30, 1999, the Company incurred $86,818 in costs associated with its land remediation revenues. No costs associated with revenues were incurred during the comparable period in 1998. General and Administrative Expenses. The Company incurred general and administrative expenses totaling $678,307 during the six months ended November 30, 1999. The Company incurred general and administrative expenses totaling $57,801 during the comparable period in 1998. This increase is a result of expanded operating activities during 1999. Depreciation and Amortization. Depreciation and amortization totaled $19,998 for the six months period ended November 30, 1999. Depreciation and amortization expense totaled $1,014 during the comparable period of 1998. This increase was due primarily to the amortization of patent costs in 1999. Interest Expense. The Company incurred $4,534 in interest expense during the six-month period ended November 30, 1999. The Company incurred no interest expense and earned $516 in interest income during the comparable period in 1998. This increase in interest expense is a result of borrowing incurred subsequent to August 31, 1998. LIQUIDITY AND CAPITAL RESOURCES This form 10-QSB includes "forward-looking statements" within the meaning of Section 21E of the Securities Exchange Act of 1934 (the "Exchange Act"). All statements, other than statements of historical facts, included in this Form 10-QSB that address activities, events or developments the Company expects or anticipates will or may occur in the future, including such things as estimated future net expenditures (including the amount and the nature thereof), business strategy and measures to implement strategy, competitive strengths, goals, expansion and growth of the Company's business and operations, plans, references to future success, references to intentions as to future matters and other such matters are forward-looking statements. These statements are based on certain assumptions and analyses made by the Company in light of its experience and its perception of historical trends, current conditions and expected future developments as well as other factors it believes are appropriate to the circumstances. However, whether actual results and developments will conform with the Company's expectations and predictions is subject to a number of risks and uncertainties; general economic, market or business conditions; the opportunities (or lack thereof) that may be presented to and pursued by the Company; competitive actions by other companies; changes in laws or regulations; and other factors, many of which are beyond the control of the Company. Consequently, all of the forward-looking statements made in this Form 10-QSB are qualified by these cautionary statements and there can be no assurance that the actual results or developments anticipated by the Company will be realized, or even if realized, that they will have the expected consequences to or effects on the Company or its business or operations. The Company became profitable during the six months ended November 30, 1999, and anticipates that it will continue to be profitable for the remainder of the fiscal year ending May 31, 2000. Continued profitability is dependent on the Company's ability to continue to sell licensing agreements and to earn royalties from the use of its patented technologies. As of November 30, 1999, the Company anticipates that its current resources will be sufficient to finance the Company's currently anticipated needs for operating and capital expenditures. The Company's working capital requirements will depend upon numerous factors, including: progress of the Company's licensing agreements; the licensee's ability to generate additional projects utilizing the Company's technology; the licensee's ability to generate net income from these projects; timing and cost of obtaining regulatory approvals; and collaborative arrangements with other organizations. Net cash used in operating activities for the six months ended November 30, 1999 was $193,473. Net cash used in operating activities for the comparable period of 1998 was $75,975. Investing Activities Net cash used in investing activities was $10,886 for the six months ended November 30, 1999, as compared to $362,094 during the same period in 1998. Financing Activities Net cash flow provided by financing activities was $272,131 for the six months ended November 30, 1999 as compared to $476,316 during the same period in 1998. PART II OTHER INFORMATION ITEM 2 - CHANGES IN SECURITIES AND USE OF PROCEEDS During the quarter ended November 30, 1999, the Company sold 27,000 shares of its common stock pursuant to its non qualified stock option plan. This transaction was valued at $108,000 for financial reporting purposes. This sale was exempt from registration pursuant to Section 4 (2) of the Securities and Exchange Act of 1933. SIGNATURES Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized. International Cavitation Technologies, Inc. Date: November 30, 1999 /s/ Dave Shroff, President