<PAGE> 1
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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 APRIL 30, 1998
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 Identification No.)
of Incorporation or Organization)
23456 South Pointe Drive, Laguna Hills, California 93653
(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code: (949) 770-9347
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 June 14, 1998, 8,409,394 shares of the Registrant's stock were
outstanding.
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<PAGE> 2
ELECTROPURE, INC.
BALANCE SHEETS
<TABLE>
<CAPTION>
October 31, April 30,
------------- -------------
Assets 1997 1998
- ------------------------------------------- ------------- -------------
(Unaudited)
<S> <C> <C>
Current assets:
Cash $ 367,680 $ 414,828
Receivables:
Trade accounts 14,988 12,278
Due from related parties 115,227 278,898
Allowance for doubtful receivables (85,528) (85,528)
------------- -------------
44,687 205,648
Inventory:
Raw materials 7,498 79,174
Other current assets 26,001 53,141
------------- -------------
Total Current Assets 445,865 752,791
------------- -------------
Propery and equipment, at cost:
Office equipment 3,584 29,907
Leasehold improvements -- 22,880
------------- -------------
3,584 52,787
Less accumulated depreciation and
amortization 172 2,311
------------- -------------
3,412 50,476
Acquired technology, net 445,676 593,080
------------- -------------
Total Assets $ 894,953 $ 1,396,347
============= =============
</TABLE>
See accompanying notes to financial statements.
2
<PAGE> 3
ELECTROPURE, INC.
BALANCE SHEETS
<TABLE>
<CAPTION>
October 31, April 30,
------------- -------------
Liabilities and Stockholders' Equity 1997 1998
- ------------------------------------------- ------------- -------------
(Unaudited)
<S> <C> <C>
Current liabilities:
Notes payable to stockholders $ 29,736 $ 18,172
Accounts payable 37,843 39,130
Accrued liabilities 23,960 11,696
Allowance for loss on lawsuit settlements 23,331 23,331
------------- -------------
Total Current Liabilities 114,870 92,329
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 1997 and 1998 26,000 26,000
Stockholders' equity:
Common stock, $.01 assigned par value. Authorized
20,000,000 shares; 7,774,293 shares issued and
7,734,293 shares outstanding in 1997;
8,449,394 shares issued and 8409,3949
shares outstanding in 1998 77,343 84,095
Class B common stock, $.01 assigned par value. Authorized
83,983 shares; issued and outstanding 83,983 shares in
1997 and 1998 840 840
Additional paid-in capital 18,075,947 19,122,918
Accumulated deficit (17,197,281) (17,752,069)
Notes receivable on common stock (202,766) (177,766)
------------- -------------
754,083 1,278,018
------------- -------------
Total Liabilities and Stockholders' Equity $ 894,953 $ 1,396,347
============= =============
</TABLE>
See accompanying notes to financial statements.
3
<PAGE> 4
ELECTROPURE, INC.
STATEMENTS OF OPERATIONS
(UNAUDITED)
<TABLE>
<CAPTION>
Three months ended Six months ended
April 30, April 30,
------------------------------ --------------------------------
1997 1998 1997 1998
------------------------------ --------------------------------
<S> <C> <C> <C> <C>
License fees received $ 21,337 $ -- $ 41,637 $ --
Sales -- 49,108 -- 174,365
------------ ------------- ------------ ------------
21,337 49,108 41,637 174,365
Cost of goods sold -- 25,321 -- 94,376
------------ ------------- ------------ ------------
Gross margin 21,337 23,787 41,637 79,989
Costs and expenses:
Research and development -- 90,442 -- 134,344
Sales and marketing -- 60,386 -- 95,558
General and
administrative 20,117 165,605 44,291 295,495
------------ ------------- ------------ ------------
20,117 316,433 44,291 525,397
------------ ------------- ------------ ------------
Loss from operations 1,220 (292,646) (2,654) (445,408)
------------ ------------- ------------ ------------
Other income and (expense):
Interest expense (394) (3,062) (787) (3,677)
Financing costs -- (28,875) -- (126,092)
Rental income -- 19,500 -- 19,500
Miscellaneous income -- 889 -- 889
------------ ------------- ------------ ------------
(394) (11,548) (787) (109,380)
------------ ------------- ------------ ------------
Net income (loss) $ 826 $ (304,194) $ (3,441) $ (554,788)
============ ============= ============ ============
Net income (loss) per
share of common stock $ -- $ (0.05) $ -- $ (0.10)
============ ============= ============ ============
Weighted average common
shares outstanding 1,926,868 5,790,124 1,926,868 5,790,124
============ ============= ============ ============
</TABLE>
See accompanying notes to financial statements.
4
<PAGE> 5
ELECTROPURE, INC.
STATEMENTS OF STOCKHOLDERS' EQUITY
(UNAUDITED)
<TABLE>
<CAPTION>
Common Stock Class B Common Stock
---------------------- ----------------------------
Amount Amount Notes
Number ------------- Number ------------- Additional receivable Net
of Per of Per paid-in on common Accumulated stockholders'
shares share Total shares share Total capital stock deficit equity
-------- ----- ------ ------- ----- ----- ---------- ---------- ------------ -------------
<S> <C> <C> <C> <C> <C> <C> <C> <C> <C> <C>
Balance at October 31, 1997 $7,734,293 $ -- $77,343 83,983 $ -- $ 840 $18,075,947 $(202,766) $(17,197,281) $ 754,084
Payment on receivable on
common stock -- -- -- -- -- -- -- 25,000 -- 25,000
Issuance of common stock for
option on building purchase 60,000 -- 600 -- -- -- 89,400 -- -- 90,000
Issuance of common stock for
conversion of debt 206,186 0.97 2,062 -- -- -- 205,155 -- -- 207,217
conversion of debt 136,473 1.48 1,365 -- -- -- 201,265 -- -- 202,630
Issuance of common stock for
services rendered 6,579 1.52 66 -- -- -- 9,934 -- -- 10,000
services rendered 3,363 2.23 34 -- -- -- 7,466 -- -- 7,500
Issuance of common stock for
cash 262,500 2.00 2,625 -- -- -- 522,375 -- -- 525,000
Issuance of warrants at
below fair market value -- -- -- -- -- -- 11,375 -- -- 11,375
Net Loss -- -- -- -- -- -- -- -- (554,787) (554,788)
---------- ------- ------- ----- ----------- --------- ------------ ----------
Balance at April 30, 1998 8,409,394 84,095 83,983 -- 840 19,122,918 (177,766) (17,752,069) 1,294,018
========== ======= ======= ===== =========== ========= ============ ==========
</TABLE>
See accompanying notes to financial statements.
5
<PAGE> 6
ELECTROPURE, INC.
STATEMENTS OF CASH FLOWS
(UNAUDITED)
<TABLE>
<CAPTION>
Six months ended
April 30,
--------------------------
1997 1998
--------------------------
<S> <C> <C>
Cash flows from operating activities:
Net loss $ (3,441) $ (554,788)
----------- ----------
Adjustments to reconcile net loss to net cash
used in operating activities:
Depreciation and amortization 54 54,735
Financing costs related to issuance of common stock -- 114,717
Financing costs related to issuance of warrants -- 11,375
Change in assets and liabilities, net of noncash
transactions:
Decrease (increase) in receivables 324 39,039
Decrease (increase) in inventory -- (71,677)
Decrease (increase) in other assets -- (76,343)
Increase (decrease) in notes payable -- (12,610)
Increase (decrease) in accounts payable and
accrued expenses 3,335 (10,977)
Increase in interest payable, net 787 3,677
----------- ----------
Total adjustments 4,500 51,936
----------- ----------
Net cash used in operating activities 1,059 (502,852)
Cash flows from investing activities: None
Cash flows from financing activities:
Proceeds from issuance of common stock -- 525,000
Proceeds from collection of receivables on
common stock -- 25,000
----------- ----------
Net cash provided by financing activities -- 550,000
----------- ----------
Net (decrease) in cash 1,059 47,148
Cash at beginning of period 674 367,680
----------- ----------
Cash at end of period $ 1,733 $ 414,828
=========== ==========
</TABLE>
See accompanying notes to financial statements.
6
<PAGE> 7
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(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, 1997.
In February, 1996, the Company issued 253,334 shares of Common Stock upon the
conversion of $152,000 in loans payable by its former licensee, EDI Components.
Although the shares were issued at a below fair market value of $0.60 per share,
resulting in an expense of $228,000, the Company mistakenly reflected the
expense at $152,000. Pursuant to such error, the Company has made a prior period
adjustment to increase additional paid-in capital and the accumulated deficit by
$76,000. In addition, the Company has made a prior period adjustment for the
fiscal year ended October 31, 1996 to impute a $500 per month rent expense to
account for the expense of occupying offices sub-leased by the Company from EDI
Components until September, 1997. The expense has been credited toward license
fees paid by EDI Components. Similar adjustments have been made for the interim
periods ended January 31, 1997, April 30, 1997 and July 31, 1997, respectively.
The above prior period adjustments did not materially impact the Company's
retained earnings, net shareholders' equity, net loss or net loss per share. The
comparative financial statements contained in this report have been adjusted to
reflect retroactive application of the prior period adjustments discussed above.
- ---------
LIQUIDITY
- ---------
As of April 30, 1998, the Company had current assets in excess of current
liabilities of $660,462, an accumulated deficit of $17,752,069 and a
stockholders' equity of $1,278,018. In July, 1992, the Company entered into a
License Agreement with EDI Components, a California corporation, to grant an
exclusive license to manufacture and market the Company's patented Electropure
("EDI") technology. Since entering into such license relationship, the Company
funded its working capital needs from license fees paid by EDI Components until
the license was terminated in August, 1997. In September, 1997, the Company
began limited manufacturing and sales of its patented EDI product. During the
six months ended April 30, 1998, the Company booked $174,365 in gross sales of
its EDI products and realized therefrom $169,365 in cash and $5,000 in accounts
receivable. The Company also collected $7,710 and $19,500 in receivables from
trade accounts and related parties, respectively, during the period. The Company
received an additional $25,000 payment in January, 1998 on a note receivable on
common stock. In addition, the Company received $525,000 in proceeds from the
sale of 262,500 shares of Common Stock and 131,250 warrants to purchase Common
Stock at an exercise price of $3.00 per share.
7
<PAGE> 8
On January 26, 1998, the Company received $200,000 in loans from a principal
shareholder. Such proceeds, along with an additional $200,000 in loans received
from the same shareholder in February, 1998, were utilized to purchase the
rights to certain proprietary membrane technology from Hydro Components, Inc., a
Pennsylvania manufacturer of light commercial water and wastewater treatment
products. Pursuant to the terms of the loan agreements, the shareholder elected
to convert the $400,000 in principal loans, plus accrued interest, into an
aggregate of 342,659 shares of Common Stock. See Note (5) - "Stockholders'
Equity."
The Company received $19,500 between March and April, 1998 as rental income from
sub-leasing approximately 10,000 square feet of its current facility to an
unaffiliated third party.
- -------------------------------------------------------------------------------
(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 the Company. 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
April 30, 1998 are offset by an allowance for doubtful accounts.
A total of $23,763 remains due as of April 30, 1998 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 $23,351, which has been offset by an allowance for doubtful
accounts.
Between August, 1997 (when the license relationship with EDI Components was
terminated) and October 31, 1997, the Company sold products for which the
Company's former licensee, EDI Components, mistakenly received a total of
$36,329 in payments. In January, 1998, EDI Components satisfied the receivable
in full by paying the Company $19,500 in cash and transferring $16,829 in raw
materials it had purchased for the EDI product prior to the license termination.
- -------------------------------------------------------------------------------
(3) INVENTORY
- -------------------------------------------------------------------------------
Inventory, stated at the lower of cost (determined using the first in, first out
method) or replacement market, consists of components for EDI water purification
modules.
- -------------------------------------------------------------------------------
(4) COMMITMENTS AND CONTINGENCIES
- -------------------------------------------------------------------------------
The original cost and accumulated depreciation of assets at April 30, 1998 are
as follows.
8
<PAGE> 9
<TABLE>
<CAPTION>
<S> <C>
Furniture and fixtures $29,907
Leasehold improvements 22,880
-------
52,787
Less accumulated depreciation and amortization 2,311
-------
$50,476
=======
</TABLE>
- -----------
COMMITMENTS
- -----------
On October 1, 1997, the Company assumed the month-to-month lease obligation from
EDI Components on its previous facility at 23251 Vista Grande, Laguna Hills,
California and vacated such facility in February, 1998. The Company paid an
aggregate of $15,955 in lease payments on such facility between November, 1997,
and February, 1998.
In November, 1997, the Company entered into a three-year lease agreement on a
30,201 sq. ft. facility located at 23456 South Pointe Drive, Laguna Hills,
California. The lease commenced on February 1, 1998 at a lease rate of $16,000
per month, with pre-negotiated annual increases in the second and third years of
the lease approximating three percent of the then base monthly lease payment. On
November 14, 1997, the Company paid the Lessor $48,000, representing the first
month's lease payment, plus a $32,000 security deposit which shall be applied to
one-half of the monthly lease payments in months 6, 12, 18 and 24 of the initial
lease term. Such security deposit has been recorded as a prepaid deposit in the
sum of $32,000 and will be credited to rent expense when utilized over the next
24 months. The Company paid $64,000 in lease payments on such facility between
February and April, 1998, which sum was offset by $19,500 in payments received
by the Company during the period from the sub-lease of approximately 10,000
square feet to an unaffiliated third party.
- -------------------------------------------------------------------------------
(5) STOCKHOLDERS' EQUITY
- -------------------------------------------------------------------------------
On November 12, 1997, the Company issued 60,000 shares of Common Stock to the
Lessors of its new facility in exchange for a three-year option to purchase the
building for the pre-negotiated purchase price of $2,300,000 through August,
1999. If the option is exercised after August, 1999, the purchase price will be
$2,300,000 plus the cumulative change in Consumer Price Index from February 1,
1998 to the date of exercise. The issuance, which was made at a fair market
value of $1.50 per share, resulted in an increase in common stock and additional
paid in capital and a $90,000 financing expense.
On January 29, 1998, Anthony Frank exercised his option to convert, at a 27.5%
discount to fair market value(1), a $200,000 principal loan made to the Company
on January 26, 1998. The conversion resulted in the issuance of 206,186 shares
of Common Stock at $0.97 per share. Accordingly, the difference between
conversion price and the fair market value of similar restricted common stock on
the date of
- -------------------
1 The loan agreement with Mr. Frank provided that, upon conversion of the
note, the "fair market value" of common stock would be determined as the
average of the bid and asked prices of such common stock for the thirty
consecutive trading days prior to the conversion date.
9
<PAGE> 10
issuance, aggregating $7,217, was expensed and added to additional
paid-in capital for the fiscal period ended April 30, 1998.
- -------------------------------------------------------------------------------
(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.
10
<PAGE> 11
PART I
- -------------------------------------------------------------------------------
ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS
OF OPERATIONS.
- -------------------------------------------------------------------------------
- ---------------------
RESULTS OF OPERATIONS
- ---------------------
References to 1997 and 1998 are for the six months ended April 30, 1997 and
1998, respectively, and reflect the prior period adjustments discussed in Note
(1) - "Interim Financial Statements."
License fees received from EDI Components for fiscal 1997 were $41,637 as
compared to no activity for fiscal 1998. Pursuant to the August, 1997 License
Termination Agreement, the obligation of EDI Components to pay license fees to
the Company terminated at that time.
The Company realized a gross margin of $79,989 on the sale of EDI products in
fiscal 1998, as compared to no sales activities in fiscal 1997. The Company had
not initiated manufacturing and marketing operations until September, 1997,
after the license agreement with EDI Components had been terminated.
Research and development expenses for fiscal 1998 were $134,344 as compared to
no activity for fiscal 1997. These expenses arise from the research and
development program which the Company initiated in December, 1997 on the
drinking water monitoring technology acquired from Wyatt Technology Corporation
in late October, 1997.
Sales and marketing expenses were $95,558 for fiscal 1998, as compared to no
activity for fiscal 1997. These expenses represent the costs associated with
marketing the Company's EDI product, which activities began in September, 1997.
General and administrative expenses for fiscal 1998 increased by $251,204 as
compared to fiscal 1997. The increase is due to various factors, including the
expenses associated with hiring additional employees in late 1997, the
assumption of lease obligations on the facilities occupied by the Company, and
legal and accounting fees resulting from the audit conducted on the Company's
financial statements for the fiscal year ended October 31, 1997.
Interest expense for fiscal 1998 increased by $2,890 as compared to fiscal 1997,
due to the additional interest accrued on a note payable issued in settlement of
a lawsuit in May, 1997. Such note was paid in full in January, 1998. The Company
accrued additional interest expense on a $200,000 loan received in February,
1998 and converted to common stock in March, 1998.
Financing costs for fiscal 1998 were $126,092, as compared to no activity for
fiscal 1997. Of such expense, $90,000 resulted from the issuance of 60,000
shares of common stock to the lessor of the Company's current facility in
exchange for an option to purchase the building during the term of the
three-year lease. An additional $18,592 financing expense was incurred as a
result of the issuance of 206,186 common shares and 175,000 warrants to purchase
common shares at below fair market value. The balance of $17,500 in financing
costs resulted from the issuance of common stock, at fair market value, as
commissions.
11
<PAGE> 12
The Company received $19,500 during fiscal 1998 from sub-leasing, beginning in
March, 1998, approximately 10,000 square feet of its present facility to an
unaffiliated third party at $6,500 per month. Such sub-lessee has executed a
one-year sub-lease agreement and has paid the last month's lease payment in
advance.
No additional provision for loss on lawsuit settlement has been made in fiscal
1998 as the Company believes that adequate provision has been made to settle
pending lawsuits.
Net loss of $554,788 for fiscal 1998 represents an increase of $551,347 from the
prior year level. This is primarily due to the initiation of research and
development activities on the Company's proposed drinking water monitoring
product and the increase in marketing, administrative and financing activities
resulting from production and sales of the Company's EDI product beginning in
late 1997.
- -------------------------------
LIQUIDITY AND CAPITAL RESOURCES
- -------------------------------
At April 30, 1998, the Company had net working capital (total current assets
less total current liabilities) of $660,462. The increase in working capital,
compared to that reported at October 31, 1997, results primarily from financing
activities and sales during the period.
During fiscal 1998, the Company received $169,365 on the sale of EDI products
during the period and has accrued an additional $5,000 in receivables pursuant
to such product sales. The Company collected $44,039 during the period
(including $16,829 in raw materials transferred by EDI Components) on trade
accounts and related party receivables accrued in connection with products sold
between September and October, 1997.
In February, 1998, the Company relocated to its current 30,201 sq. ft. facility
with a view toward expanding its production capabilities for the EDI product.
The additional space will also be required if the Company's research program for
the drinking water monitoring program proves successful. On March 1, 1998, the
Company sub-leased approximately 10,000 sq. ft. of such facility at a monthly
rental of $6,500, to offset a portion of its $16,000 monthly lease obligation.
The remaining facilities will allow the Company to increase its production
capabilities and, in turn, its marketing efforts for sales of the EDI product.
In April, 1998, the Company began a private placement offering of units at
$25,000 per unit, consisting of 12,500 shares of Common Stock and 6,250
redeemable three-year warrants to purchase Common Stock at $3.00 per share. As
of April 30, 1998, the Company had received $525,000 in net proceeds on the sale
of 21 units, representing 262,500 shares of Common Stock and 131,250 warrants.
The Company will be required to raise substantial amounts of new financing, in
the form of additional equity investments or loan financing, in order to carry
out its business objectives. There can be no assurance that the Company will be
able to obtain such additional financing on terms that are acceptable to the
Company and at the time required by the Company, or at all. Further, any such
financing may
12
<PAGE> 13
cause dilution of the interests of the current shareholders in the Company. If
the Company is unable to obtain such additional equity or loan financing, the
Company's financial condition and results of operations will be materially
adversely affected. Moreover, the Company's estimates of its cash requirements
to carry out its current business objectives are based upon certain assumptions,
including assumptions as to the Company's revenues, net income (loss) and other
factors, and there can be no assurance that such assumptions will prove to be
accurate or that unbudgeted costs will not be incurred. Future events, including
the problems, delays, expenses and difficulties frequently encountered by
similarly situated companies, as well as changes in economic, regulatory or
competitive conditions, may lead to cost increases that could have a material
adverse effect on the Company and its plans. If the Company is not successful in
obtaining loans or equity financing for future developments, it is unlikely that
the Company will have sufficient cash to continue to conduct operations as
currently planned. The Company believes that in order to raise needed capital,
it may be required to issue debt or equity securities that are significantly
lower than the current market price of the Company's Common Stock.
- -----------------
PLAN OF OPERATION
- -----------------
Between January and February, 1998, the Company borrowed a total of $400,000
from Anthony M. Frank and utilized such funds in February, 1998 to acquire
certain rights to the proprietary membrane technology of Hydro Components, Inc.
("HCI"). Of such funds, $200,000 was in the form of a loan and was due to be
repaid to the Company, with interest at 8%, on or about April 17, 1998. The
Company is currently negotiating to accept payment of such loan in the form of
HCI's inventory and accounts receivable, of which $6,331 was collected by the
Company subsequent to April 30, 1998. In addition, the Company may negotiate the
right for an exclusive sales agreement to sell products to HCI's customers
utilizing the inventory proposed to be transferred in payment of the loan.
On April 1, 1998, the Company authorized a private placement offering of
securities (the "Offering") to raise up to $1,000,000 in working capital to
support its current EDI sales activities and research and development on the
drinking water monitoring project utilizing the laser light scattering
technology acquired from Wyatt Technology Corporation in October, 1997. As of
April 30, 1998, the Company had received $525,000 from subscribers to such
Offering and anticipates that the balance of such Offering will be sold prior to
its July 31, 1998 expiration date.
Sales of the Company's EDI products is expected to generate increased net
revenues with the implementation of the Company's marketing efforts, which began
late in 1997.
With its current cash assets, projected sales of securities, revenues from the
sale of products and collections anticipated on accounts receivable, the Company
believes that it will have adequate sources of working capital for up six (6)
months, although it may need additional working capital prior to said date,
particularly if the Company is not successful in selling sufficient quantities
of EDI products. In addition, the Company may require additional funding to
implement the development of membrane technology recently acquired from Hydro
Components, Inc.
13
<PAGE> 14
The above discussion is based largely on the Company's expectations; contains
forward looking statements, and is subject to a number of risks and
uncertainties, many of which are beyond the Company's control. Actual results
could differ materially as a result of a variety of factors, including market
acceptance of the Company's products, the success of the Company's research and
development activities, prevailing economic conditions as they effect the water
purification industry in general and the ability to raise sufficient working
capital. In light of these risks and uncertainties, there can be no assurance
that the Company's expectations will, in fact, transpire or prove to be
accurate.
PART II - OTHER INFORMATION
- -------------------------------------------------------------------------------
ITEM 1.
- -------------------------------------------------------------------------------
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 and in currently in the process of negotiating an arrangement to
satisfy this obligation.
In January, 1998, the Company satisfied the principal and interest due on a
$12,000 promissory note issued in May, 1997 to the Economic Development Bank for
Puerto Rico (the "Bank") under the terms of a settlement reached on a $3 million
default judgment rendered against the Company in June, 1996. The lawsuit, which
was brought by the Bank in February, 1993 in the San Juan Superior Court,
alleged that the Company, its bankrupt Puerto Rico subsidiary (HOH
International, Inc.), and the officers and directors of both, breached their
fiduciary duty in entering into a distribution agreement with HOH/CNM2
Enterprises which ultimately led to the dissolution of the subsidiary. With
payment of such note, the Company believes that it has satisfied all of its
obligations under the settlement and expects to receive a conditional
satisfaction of the judgment shortly.
As disclosed in the Company's Form 10-KSB for the fiscal year ended October 31,
1997, the Company is party to one other lawsuit (Case No. 92219, Ventura County
Municipal Court) claiming a total of $13,007 of past due payments. The status of
this matter has not materially changed from that which was previously reported
and the Company and its counsel expect the Company to prevail in this lawsuit.
No assurances can be given as to the ultimate outcome of any such litigation or
legal proceeding.
- -------------------------------------------------------------------------------
ITEM 2.
- -------------------------------------------------------------------------------
Since November 1, 1997, the Company has issued or sold the following securities:
On November 12, 1997, the Company issued 60,000 shares of Common Stock as
consideration for an option to purchase the building to which it relocated in
February, 1998. The Common Stock was valued at $1.50 per share and resulted in
an expense to the Company during the fiscal quarter ended January 31, 1998 in
the sum of $90,000.
14
<PAGE> 15
In connection with the above building lease, in April, 1998, the Company issued
6,579 shares of Common Stock as a commission to the Company's real estate
broker. The fair market value of such shares was $10,000, or $1.52 per share,
and has been expensed by the Company and added to common stock and additional
paid-in capital.
On January 29, 1998, the Company issued 206,186 shares of Common Stock upon the
conversion of a $200,000 loan made by principal shareholder, Anthony Frank. The
shares were issued at the below fair market value of $0.97 per share, resulting
in an expense as of April 30, 1998 in the sum of $7,217.
On March 25, 1998, Mr. Frank converted an additional $200,000 loan made to the
Company in February, 1998, together with $2,630 interest accrued thereon. The
Company issued 136,473 shares of Common Stock pursuant to such conversion at the
rate of $1.4848 per share. The fair market value of similar Common Stock was
equal to the conversion price of the shares in question, consequently, no
financing expense was recorded for this transaction.
In March, 1998, the Company issued 175,000 warrants to purchase Common Stock, in
partial consideration for a three year consulting arrangement entered into with
British Far East Holdings, Ltd of Del Mar, California to provide financial
advisory services. Of such warrants, 25,000 vest on the date of grant, with an
additional 50,000 vesting each twelve months thereafter. The warrants are
exercisable at $1.06 per share for a period of five (5) years from the vesting
date. The difference between the fair market value of similar Common Stock and
the purchase price of the warrants, aggregating $11,375, was expensed as of the
fiscal period ended April 30, 1998.
In March, 1998, the Company's Board of Directors authorized the issuance of an
aggregate of 500,000 warrants to purchase Common Stock to two consultants to the
Company in partial consideration for services to be rendered. The warrants are
exercisable at $1.125 per share, in equal increments over a period of five
years, commencing one year from the date of grant. The fair market value of the
Company's Common Stock was equal to the exercise price of such warrants and no
expense was recorded for these transactions.
Also in March, 1998, the Company's Board of Directors authorized the issuance of
250,000 and 150,000 ten-year warrants to purchase Common Stock to the Company's
President and Chief Financial Officer, respectively, as bonuses. The warrants
are exercisable, at $1.125 per share, in 50,000 increments commencing on the
date of grant. The fair market value of the Company's Common Stock equaled the
purchase price of such warrants, consequently, no expense was recorded for these
transactions.
In April, 1998, the Company began a private placement offering of units at
$25,000 per unit, consisting of 12,500 shares of Common Stock and 6,250
redeemable three-year warrants to purchase Common Stock at $3.00 per share. As
of April 30, 1998, the Company had received $525,000 in net proceeds on the sale
of 21 units, representing 262,500 shares of Common Stock and 131,250 warrants.
The warrants are redeemable by the Company, unless exercised, at $0.05 per
warrant at any time that the Common Stock shall equal or exceed $4.00 per share
for thirty consecutive trading days. In April, 1998, the Company
15
<PAGE> 16
issued 3,363 shares of Common Stock as a commission related to the sale of one
of the above private placement units. The fair market value of the Common Stock
was $7,500, or $2.23 per share, and was expensed and added to common stock and
additional paid-in capital.
The issuance of securities in these transactions were exempt from registration
under the Securities Act of 1933, as amended (the "Act"), by virtue of Sections
3(b) and 4(2) of the Act, including Regulation D promulgated thereunder. The
Company believes that the recipients in each case acquired the securities for
investment only and not with a view to the distribution thereof and legends were
affixed to the stock certificates. Except as noted, no underwriters or brokers
were involved in any transaction.
- -------------------------------------------------------------------------------
ITEMS 3 THROUGH 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: June 14, 1998
ELECTROPURE, INC.
By /s/ CATHERINE PATTERSON
----------------------------------------
Catherine Patterson
(Secretary and Chief Financial Officer
with responsibility to sign on behalf of
Registrant as a duly authorized officer
and principal financial officer
16
<PAGE> 17
EXHIBIT INDEX
-------------
EXHIBIT
NUMBER DESCRIPTION
------- -----------
27 Financial Data Schedule
<TABLE> <S> <C>
<ARTICLE> 5
<S> <C>
<PERIOD-TYPE> 6-MOS
<FISCAL-YEAR-END> OCT-31-1997
<PERIOD-START> NOV-01-1997
<PERIOD-END> APR-30-1998
<CASH> 414,828
<SECURITIES> 0
<RECEIVABLES> 291,176
<ALLOWANCES> 85,528
<INVENTORY> 79,175
<CURRENT-ASSETS> 752,791
<PP&E> 52,787
<DEPRECIATION> 2,311
<TOTAL-ASSETS> 1,396,347
<CURRENT-LIABILITIES> 92,329
<BONDS> 0
0
26,000
<COMMON> 84,095
<OTHER-SE> 0
<TOTAL-LIABILITY-AND-EQUITY> 1,396,347
<SALES> 174,365
<TOTAL-REVENUES> 174,365
<CGS> 94,376
<TOTAL-COSTS> 525,397
<OTHER-EXPENSES> 105,703
<LOSS-PROVISION> 0
<INTEREST-EXPENSE> 3,677
<INCOME-PRETAX> (554,788)
<INCOME-TAX> 0
<INCOME-CONTINUING> (554,788)
<DISCONTINUED> 0
<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> (554,788)
<EPS-PRIMARY> (0.10)
<EPS-DILUTED> (0.10)
</TABLE>
