UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-Q/A
[X] QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
For the quarterly period ended September 30, 2012
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)
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 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 Exchange Act).
YES ¨ NO x
As of November 8, 2012, the issuer had 164,469,569 shares of common stock outstanding.
Explanatory Note
The purpose of this Amendment No. 1 to the Quarterly Report on Form 10-Q of Cavitation Technologies, Inc. for the quarterly period ended September 30, 2012, filed with the Securities and Exchange Commission on November 13, 2012 (the "Form 10-Q"), is solely to furnish Exhibit 101 to the Form 10-Q in accordance with Rule 405 of Regulation S-T. Exhibit 101 to this report provides the consolidated financial statements and related notes from the Form 10-Q formatted in XBRL (eXtensible Business Reporting Language).
No other changes have been made to the Form 10-Q. This Amendment No. 1 to the Form 10-Q speaks as of the original filing date of the Form 10-Q, does not reflect events that may have occurred subsequent to the original filing date, and does not modify or update in any way disclosures made in the original Form 10-Q.
Pursuant to Rule 406T of Regulation S-T, the interactive data files on Exhibit 101 hereto are deemed not filed or part of a registration statement or prospectus for purposes of Sections 11 or 12 of the Securities Act of 1933, as amended, are deemed not filed for purposes of Section 18 of the Securities Exchange Act of 1934, as amended, and otherwise are not subject to liability under those sections.
Item 6 - EXHIBITS, FINANCIAL STATEMENT SCHEDULES
Incorporated by Reference | ||||||
Exhibit | Filed | |||||
Number | Exhibit Description | Herewith | Form | Pd. Ending | 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 | 8K | 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. | 8K | June 30, 2009 | 10.1 | May 18, 2010 | |
10.2 | Patent Assignment Agreement between the Company and Igor Gorodnitsky dated July 1, 2008. | 8K | June 30, 2009 | 10.2 | May 18, 2010 | |
10.3 | Assignment of Patent Assignment Agreement between the Company and Roman Gordon | 8K | June 30, 2009 | 10.3 | May 18, 2010 | |
10.4 | Assignment of Patent Assignment Agreement between the Company and Igor Gorodnitsky | 8K | 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 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 | |
10.8 | Board of Director Agreement - James Fuller | 10-Q | December 31, 2011 | 10.12 | October 20, 2011 | |
10.90 | Technology and License Agreement with Desmet Ballestra dated 14 May 2012 | 10-K | June 30, 2012 | 10.1 | October 15, 2012 | |
10.10 | Short Term Loan Agreement - CEO | 10-K | June 30, 2012 | 10.11 | October 15, 2012 | |
10.11 | Loan Agreement - Desmet Ballestra - Oct. 26, 2010 | |||||
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 (1) | ||||
31.2 | Certificate of Principal Financial Officer pursuant to Section 302 of Sarbanes-Oxley Act of 2002 | X (1) | ||||
32.1 | Certification of Principal Executive Officer pursuant to 18 U.S.C Section 1350, as adopted | X (1) | ||||
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 (1) | ||||
pursuant to Section 906 of the Sarbanes-Oxley Act of 2002. | ||||||
101.INS** | XBRL Instance Document | X | ||||
101.SCH** | XBRL Taxonomy Extension Schema | X | ||||
101.CAL** | XBRL Taxonomy Extension Calculation Linkbase | X | ||||
101.DEF** | XBRL Taxonomy Extension Definition Linkbase | X | ||||
101.LAB** | XBRL Taxonomy Extension Label Linkbase | X | ||||
101.PRE** | XBRL Taxonomy Extension Presentation Linkbase | X | ||||
* | 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. | ||||||
** | Pursuant to Rule 406T of Regulation S-T, these interactive data files are deemed not filed or part of a registration statement or prospectus for purposes of Sections 11 or 12 of the Securities Act of 1933 or Section 18 of the Securities Exchange Act of 1934 and otherwise are not subject to liability. | |||||
(1) | These exhibits were previously included in the Cavitation Technologies, Inc. Quarterly Report on Form 10-Q for the quarterly period ended September 30, 2012, filed with the Securities and Exchange Commission on November 13, 2012. |
SIGNATURES
Pursuant to the requirements of the securities Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.
SIGNATURE | TITLE | DATE | ||
/s/ Igor Gorodnitsky | President; Member of Board of Directors | December 13, 2012 | ||
Igor Gorodnitsky | (Principal Executive Officer) | |||
/s/ N. Voloshin | Principal Accounting Officer | December 13, 2012 | ||
N. Voloshin | ||||
/s/ Jim Fuller | Audit Committee Chairman, Independent Financial Expert | December 13, 2012 | ||
Jim Fuller |
22