UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
Form 10-QSB
(Mark One)
[X] QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF
THE SECURITIES EXCHANGE ACT OF 1934
For the quarter ended November 30, 1998
[ ] 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 Registrant as specified in charter)
COLORADO 84-0768695
State or other jurisdiction of I.R.S. Employer I.D. No.
incorporation or organization
Address of principal executive offices, including Zip Code: 12407
South Memorial Drive, Bixby, OK 74008
Issuer's telephone number, including area code: (918) 369-5950
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 [ ] No [X] (2) Yes [X] No [ ]
Indicate the number of shares outstanding of each of the Issuer's classes of
common equity as of the latest practicable date: At December 31, 1998, there
were 9,301,375 shares of the Registrant's Common Stock outstanding.
PART I FINANCIAL INFORMATION
ITEM 1. FINANCIAL STATEMENTS
With the exception of the May 31, 1998 Balance Sheet, the financial statements
included herein have been prepared by the Company, without audit, pursuant to
the rules and regulations of the Securities and Exchange Commission. The May 31,
1998 Balance Sheet was audited and was included along with all required footnote
disclosures in the May 31, 1998 Form 10-K. Certain information and footnote
disclosures normally included in financial statements prepared in accordance
with generally accepted accounting principles have been condensed or omitted.
However, in the opinion of management, all adjustments necessary to present
fairly the financial position and results of operations for the periods
presented have been made.
These financial statements should be read in conjunction with the accompanying
notes, and with the historical financial information of the Company.
<PAGE>
INTERNATIONAL CAVITATION TECHNOLOGIES, INC. AND SUBSIDIARY
CONSOLIDATED CONDENSED BALANCE SHEETS
NOVEMBER 30, 1998 AND MAY 31, 1998
Page 1 of 2
<TABLE>
<CAPTION>
ASSETS
November 30, 1998 May 31, 1998
(Unaudited) (Audited)
CURRENT ASSETS:
<S> <C> <C>
Cash $ 38,246 $ -
-------- --------
Total current assets 38,246 -
-------- --------
PROPERTY AND EQUIPMENT:
Patent costs 34,124 -
-------- --------
34,124 -
Accumulated amortization (1,014) -
-------- --------
33,110 -
-------- --------
OTHER ASSETS:
Purchase option deposit 327,970 -
-------- --------
$399,326 $ -
======== ========
</TABLE>
- See accompanying notes to consolidated condensed financial statements -
<PAGE>
INTERNATIONAL CAVITATION TECHNOLOGIES, INC. AND SUBSIDIARY
CONSOLIDATED CONDENSED BALANCE SHEETS
NOVEMBER 30, 1998 AND MAY 31, 1998
Page 2 of 2
<TABLE>
<CAPTION>
LIABILITIES AND STOCKHOLDERS' EQUITY
November 30, 1998 May 31, 1998
(Unaudited) (Audited)
CURRENT LIABILITIES:
<S> <C> <C>
Accounts payable $ 0 $ 18,546
Accounts payable - related party 0 145
Notes payable - related party 173,500 -
-------- --------
Total current liabilities 173,500 18,691
-------- --------
STOCKHOLDERS' EQUITY:
Common stock, $.001 par value,
50,000,000 shares authorized,
9,301,375 and 676,375 shares
issued and outstanding at
November 31, 1998 and May 31,
1998, respectively 9,301 676
Additional paid-in capital 818,742 524,550
Accumulated (deficit) (602,216) (543,917)
-------- --------
225,827 (18,691)
-------- --------
$399,326 $ -
======== ========
</TABLE>
- See accompanying notes to consolidated condensed financial statements -
<PAGE>
INTERNATIONAL CAVITATION TECHNOLOGIES, INC. AND SUBSIDIARY
CONSOLIDATED CONDENSED STATEMENTS OF OPERATIONS
FOR THE PERIODS ENDED NOVEMBER 30, 1998 AND 1997
<TABLE>
<CAPTION>
For the Three Months For the Six Months
Ended November 30, Ended November 30,
-------------------- --------------------
1998 1997 1998 1997
-------- -------- -------- --------
<S> <C> <C> <C> <C>
REVENUES $ - $ - $ - $ -
-------- -------- -------- --------
EXPENSES:
General & administrative 51,563 12,339 57,801 13,348
Amortization 507 - 1,014 -
-------- -------- -------- --------
52,070 12,339 58,815 13,348
-------- -------- -------- --------
LOSS FROM OPERATIONS (52,070) (12,339) (58,815) (13,348)
-------- -------- -------- --------
OTHER INCOME:
Interest income 200 - 516 -
-------- -------- -------- --------
200 - 516 -
-------- -------- -------- --------
LOSS BEFORE INCOME TAXES (51,870) (12,339) (58,299) (13,348)
INCOME TAX EXPENSE - - - -
-------- -------- -------- --------
NET LOSS $(51,870) $(12,339) $(58,299) $(13,348)
======== ======== ======== ========
NET LOSS PER SHARE $ (0.01) $ (0.10) $ (0.02) $ (0.11)
======== ======== ======== ========
AVERAGE WEIGHTED SHARES
OUTSTANDING 6,426,375 122,500 3,551,375 122,500
========= ======== ========= ========
</TABLE>
- See accompanying notes to consolidated condensed financial statements -
<PAGE>
INTERNATIONAL CAVITATION TECHNOLOGIES, INC. AND SUBSIDIARY
CONSOLIDATED CONDENSED STATEMENT OF STOCKHOLDERS' EQUITY
FOR THE PERIOD FROM MAY 31, 1997 THROUGH NOVEMBER 30, 1998
<TABLE>
<CAPTION>
Common Stock Additional Retained
--------------- Paid-In Earnings
Shares Amount Capital (Deficit)
------- ------ ---------- -----------
<S> <C> <C> <C> <C>
Balance, May 31, 1997 122,500 $ 122 $ 506,032 $( 512,833)
Issued for debt relief,
503,875 shares at
$0.0180 per share 503,875 504 8,568 -
Issued pursuant to
stock option plan
at $0.20 per share 50,000 50 9,950 -
Net loss - - - (31,084)
------- ------ ---------- ----------
Balance, May 31, 1998 676,375 676 524,550 (543,917)
------- ------ ---------- ----------
Issuance of Stock for
5,750,000 shares of Ion
Collider Technologies
on September 30, 1998 8,625,000 8,625 294,192 -
Net loss for the six months
ended November 30, 1998 - - - (58,299)
--------- ------ ---------- ----------
Balance, November 30, 1998 9,301,375 $9,301 $ 818,742 $ (602,216)
========= ====== ========== ==========
</TABLE>
- See accompanying notes to consolidated condensed financial statements -
<PAGE>
INTERNATIONAL CAVITATION TECHNOLOGIES, INC. AND SUBSIDIARY
CONSOLIDATED CONDENSED STATEMENTS OF CASH FLOWS
FOR THE SIX MONTHS ENDED NOVEMBER 30, 1998 AND 1997
Page 1 of 2
<TABLE>
<CAPTION>
For the Six Months Ended November 30,
1998 1997
---------------- ----------------
CASH FLOWS FROM OPERATING ACTIVITIES:
<S> <C> <C>
Net (loss) $ (58,299) $ (13,348)
Amortization 1,014 -
Increase (decrease) in accounts
payable and accrued expenses (18,691) 13,348
---------------- ----------------
Net cash used in
operating activities: (75,976) -
---------------- ----------------
CASH FLOWS FROM INVESTING ACTIVITIES:
Purchase option deposit (327,970) -
Capital expenditures (34,124) -
---------------- ----------------
Net Cash used in
investing activities: (362,094) -
---------------- ----------------
CASH FLOWS FROM FINANCING ACTIVITIES:
Proceeds from borrowing from
related parties 173,500 -
Proceeds from sale of common stock 302,816 -
---------------- ----------------
Net Cash Provided by
financing activities: 476,316 -
---------------- ----------------
NET INCREASE (DECREASE) IN CASH 38,246 -
CASH, BEGINNING OF THE YEAR - -
---------------- ----------------
CASH, END OF THE YEAR $ 38,246 $ -
================ ================
</TABLE>
- See accompanying notes to consolidated condensed financial statements -
<PAGE>
INTERNATIONAL CAVITATION TECHNOLOGIES, INC. AND SUBSIDIARY
CONSOLIDATED CONDENSED STATEMENTS OF CASH FLOWS
FOR THE SIX MONTHS ENDED NOVEMBER 30, 1998 AND 1997
Page 2 of 2
<TABLE>
<CAPTION>
For the Six Months Ended November 30,
1998 1997
---------------- ----------------
RECONCILIATION OF NET INCOME TO NET
CASH PROVIDED BY (USED IN)
OPERATING ACTIVITIES:
<S> <C> <C>
Net loss (58,299) (13,348)
Adjustments to reconcile
net income to net cash
provided by (used in)
operating activities:
Amortization 1,014 -
(Increase) decrease
in accounts payable (18,691) 13,348
---------------- ---------------
NET CASH PROVIDED BY (USED IN)
OPERATING ACTIVITIES $ (75,976) $ -
================ ===============
</TABLE>
- See accompanying notes to consolidated condensed financial statements -
<PAGE>
INTERNATIONAL CAVITATION TECHNOLOGIES, INC. AND SUBSIDIARY
Notes to Consolidated Condensed Financial Statements
November 30, 1998 and 1997
(Unaudited)
NOTE 1 - BASIS OF PRESENTATION
The accompanying unaudited consolidated condensed financial statements as of
November 30, 1998 and 1997 and for the three and six months then ended have been
prepared in accordance with instructions to Form 10QSB and, accordingly, do not
include all of the information and footnotes required by generally accepted
accounting principles for complete financial statements. Also included is the
May 31, 1998, balance sheet which has previously been reported on in the
Company's Form 10KSB for the fiscal year ended May 31, 1998. In the opinion of
management, all adjustments considered necessary for fair presentation have been
included. The results for the three and six month periods are not necessarily
indicative of results for the full year. 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. 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 per
SFAS No. 7. 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, Inc. ("ICT"), a
Colorado corporation in exchange for the issuance, after taking into account the
four for one reverse stock split described in Note 5 below, of 8,625,000 shares
of its common stock and 3,000,000 common stock purchase warrants. Each warrant
is exercisable to purchase one share of the Company's common stock for $1.17 per
share anytime until June 1, 2008.
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, and
water clarification.
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.
<PAGE>
Commencing January 1, 1999, the Company is entitled to 90% of gross income
generated by Big Blue, Inc. in connection with the use of this technology. See
Note 4 for further details.
Amortization of Patent Costs
- ----------------------------
Patent costs are being amortized on a straight-line basis over their remaining
lives. As of November 30, 1998, the patents had remaining unamortized lives of
between 16 and 18 years.
Income Taxes
- ------------
Due to the change in ownership, which occurred in connection with the
acquisition of ICT, the Company can no longer utilize any of its net operating
loss carryforwards of approximately $186,000 at May 31, 1998.
Earnings (Loss) per Share
- -------------------------
Earnings (loss) per share computation are calculated on the weighted-average of
common shares and common share equivalents outstanding during the year. Common
stock warrants are considered to be common stock equivalents and are used to
calculate earnings per common and common equivalent except when they are
anti-dilutive.
NOTE 3 - GOING CONCERN
The Company's consolidated condensed financial statements are prepared in
accordance with generally accepted accounting principles applicable to a going
concern which contemplates the realization of assets and the liquidation of
liabilities in the normal course of business. However, the Company and its
subsidiary do not have significant cash and have not had significant operations.
Furthermore, one of its subsidiaries principal assets is a nonrefundable option
to purchase certain stock or assets which, if purchased in full, will require
significant but as yet undetermined amounts of cash to realize. See Note 4 for
further details on this option. The Company's ability to continue as a going
concern is dependent upon its ability to develop a market for its technology and
to obtain adequate financing in the interim to cover its operating expenses. All
of these factors raise substantial doubt about the Company's ability to continue
as a going concern. The financial statements do not include any adjustments
related to the recoverability and classification of recorded assets, or the
amount and classification of liabilities that might be necessary in the event
the Company cannot continue in existence. Management is in the process of
raising additional capital and believes that there is a substantial market for
the Company's technology.
NOTE 4 - RELATED PARTY TRANSACTION
During the six months ended November 30, 1998, but prior to its acquisition of
ICT, an officer advanced $9,217 for working capital to pay for ongoing
professional fees to keep the Company current in its annual and quarterly
filings. Of the $9,217, $9,072 of the debt was assigned to another
officer/director, who exchanged the debt for 2,015,500 shares of stock. During
the first quarter Fiscal Year 1999, a stockholder forgave a payable in the
amount of $16,396.
<PAGE>
On September 30, 1998, ICT's shareholders entered into an agreement with Yellow
Gold whereby Yellow Gold acquired all 5,750,000 shares of ICT's outstanding
common stock and all of its 2,000,000 common stock warrants outstanding in
exchange for 34,500,000 shares of common stock in Yellow Gold and 12,000,000
common stock purchase warrants.
Subsequent to this transaction, ICT's former shareholders owned approximately
93% of Yellow Gold's outstanding common stock.
During the six months ended November 30, 1998, the Company borrowed from related
parties cash totaling $173,500.
On September 21, 1998, the Company entered into an asset purchase agreement with
Big Blue, Inc., Universal Environmental Technologies, Inc., Excalibur Oil
Corporation, and Soil Savers, Inc. (the "Seller's"). The Seller's are affiliated
by common ownership with the Company. On December 31, 1998, this agreement was
amended. This agreement, as amended, gives the Company the option to purchase
the assets of the Seller's for $340,717 or the stock of the Seller's for
$340,171 plus 50,000 shares of the Company's common stock. This option expires
on December 31, 1999. During the six months ended November 30, 1998, the Company
paid a non-refundable deposit of $327,970 towards this purchase option.
This agreement requires Big Blue to pay the Company 90% of gross income
commencing January 1, 1999, with the understanding that the Company will pay all
of Big Blue's reasonable expenses as the Company and Big Blue agree incurred on
and after that date until the option expires or is exercised.
NOTE 5 - 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.
<PAGE>
NOTE 6 - NON-QUALIFIED STOCK OPTION PLAN
During the fiscal year ended May 31, 1998, the Company adopted a Non-Qualifying
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 500,000 shares
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, 200,000 shares were optioned and
exercised at $.05 per share for services rendered.
NOTE 7 - LEASE COMMITMENTS
Effective August 1, 1998, ICT assumed two automobile leases from Big Blue. These
autos are being used by the Company's officers in the course of conducting their
corporate activities. Minimum future rental payments under non-cancelable
operating leases having remaining terms in excess of one year as of November 30,
1998 for each of the next five years and in the aggregate are:
<TABLE>
<CAPTION>
Fiscal year ended
<S> <C>
May 31, 1999 $ 7,255
May 31, 2000 14,510
May 31, 2001 11,848
May 31, 2002 3,742
May 31, 2003 -
-------
Total future minimum
Rental payments $37,355
=======
</TABLE>
NOTE 8 - 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 9 - YEAR 2000 COMPLIANCE
The Company has assessed the issues associated with the programming code in
existing computer systems with respect to a two-digit year value as the Year
2000 approaches and believes that its internal systems are in full compliance.
In addition, the Company has communicated with suppliers and customers with whom
it does significant business to determine their Year 2000 Compliance readiness
and the extent to which the Company is vulnerable to any third party Year 2000
issues. The total cost to the Company of these Year 2000 Compliance activities
has not been and is not anticipated to be material to its financial position or
results of operations in any given year. This is based on the Company
management's best estimates, which were derived utilizing numerous assumptions
of future events including the continued availability of certain resources,
third party modification plans and other factors. However, there can be no
guarantee that these estimates will be achieved and actual results could differ
from those plans.
<PAGE>
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, 1998 and its results of
operations for the three month and the six month periods ended November 30, 1998
and November 30, 1997. 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 Yellow Gold of Cripple Creek, Inc.'s 1997 annual report on
Form 10-KSB.
COMPARISION OF THE THREE MONTHS ENDED NOVEMBER 30, 1998 AND 1997
During the three months ended November 30, 1998, the Company reported a net loss
of $51,870, a 321% increase from a net loss of $12,339 for the corresponding
period in 1997. This increase is due primarily to the following factors:
Revenues. No revenues were generated during either period.
General and Administrative Expenses. General and administrative expenses
increased $39,224, or 318%, from $12,339 during the three months ended November
30, 1997, to $51,563 for the comparable period in 1998. This change was due
primarily to the share exchange and resumption of operations.
<PAGE>
Depreciation, Depletion and Amortization. Amortization increased $507, or 100%
from $0 for the three month period ended November 30, 1997, to $507 for the
comparable period in 1998. This reflects the amortization of patent costs in
1998.
Interest Income. Interest Income of $200 was reported, an increase of 100%, from
$0 for the three months ended November 30, 1997, to $200 for the comparable
period in 1998.
COMPARISON OF THE SIX MONTHS ENDED NOVEMBER 30, 1998 AND 1997
During the six months ended November 30, 1998, the Company reported a net loss
of $58,299, a 337% increase from a net loss of $13,348 for the corresponding
period in 1997. This increase was primarily due to the following factors:
Revenues. No revenues were generated during either period.
General and Administrative Expenses. General and administrative expenses
increased $44,453, or 333%, from $13,348 during the six months ended November
30, 1997, to $57,801 for the comparable period in 1998. This change was due
primarily to the share exchange and resumption of operations.
Depreciation, Depletion and Amortization. Amortization increased $1,014, or 100%
from $0 for the six month period ended November 30, 1997, to $1,014 for the
comparable period in 1998. This reflects the amortization of patent costs in
1998.
Interest Income. Interest income of $516 was reported, an increase of 100%, from
$0 for the six months ended November 30, 1997, when compared to the comparable
period in 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 that International
Cavitation Technologies, Inc. (the "Company"), a Colorado corporation formerly
named "Yellow Gold of Cripple Creek, Inc.," 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 has incurred an accumulated deficit of $543,917 since inception and
expects to continue to incur additional losses through the year ended May 31,
1999. As of November 30, 1998, the Company anticipates that its current
resources will not be sufficient to finance the Company's currently anticipated
needs for operating and capital expenditures. The Company will attempt to
generate capital through a combination of collaborative agreements, strategic
alliances and public or private equity and debt financing. However, no assurance
can be provided that additional capital will be obtained through these
resources. If the Company is not able to obtain additional financing, it may be
forced to cease operations and, in all likelihood, all of the Company's security
holders will lose their entire investment.
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.
<PAGE>
Net cash used by operating activities for the six months ended November 30, 1998
was $75,976, as compared to no cash flows from operations during the comparable
period in 1997. The use of cash in operations for the six months ended November
30, 1998 can be attributed primarily to a $58,815 in operating losses combined
with a decrease in acounts payable of $18,691 which was offset in part by $1,014
in amortization that was included in the net loss from operations.
Investing Activities
Net cash used in investing activities was $362,094 for the six months ended
November 30, 1998, as compared to no activity during the same period in 1997.
This increase is primarily due to the Company placing a $327,970 deposit on a
purchase option, mentioned in further detail in Note 3 and Note 4. In addition
the Company had an increase in capital expenditure costs of $34,124 during the
six months ended November 30, 1998 as compared to the same period in 1997.
Financing Activities
Net cash flow provided by financing activities was $473,971 for the six months
ended November 30, 1998, as compared to no activity during the same period in
1997. This increase is primarily due to an increase in borrowing from related
parties of $173,500 and proceeds from the sale of common stock of $300,471,
during the six months ended November 30, 1998 as compared to the same period in
1997. The proceeds from common stock is a direct result of the merger with ICT
on September 30, 1998, at which time 8,625,000 shares of common stock were
issued with a book value of $300,471 as a direct result of the share exchange.
PART II OTHER INFORMATION
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: March 10, 1999 /s/ David Shroff, President
------------------------------
<TABLE> <S> <C>
<ARTICLE> 5
<S> <C>
<PERIOD-TYPE> 3-MOS
<FISCAL-YEAR-END> MAY-31-1999
<PERIOD-END> NOV-30-1998
<CASH> 38,246
<SECURITIES> 0
<RECEIVABLES> 112,807
<ALLOWANCES> 0
<INVENTORY> 0
<CURRENT-ASSETS> 151,053
<PP&E> 254,124
<DEPRECIATION> (1,014)
<TOTAL-ASSETS> 404,163
<CURRENT-LIABILITIES> 175,845
<BONDS> 0
0
0
<COMMON> 2,114
<OTHER-SE> 226,204
<TOTAL-LIABILITY-AND-EQUITY> 404,163
<SALES> 0
<TOTAL-REVENUES> 0
<CGS> 0
<TOTAL-COSTS> 0
<OTHER-EXPENSES> 53,978
<LOSS-PROVISION> (53,978)
<INTEREST-EXPENSE> 516
<INCOME-PRETAX> (53,462)
<INCOME-TAX> 0
<INCOME-CONTINUING> 0
<DISCONTINUED> 0
<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> (53,462)
<EPS-PRIMARY> (.05)
<EPS-DILUTED> 0
</TABLE>
